Common use of Representations, Warranties and Covenants of Stockholder Clause in Contracts

Representations, Warranties and Covenants of Stockholder. Stockholder represents, warrants and covenants to Gannett that: (a) (i) Stockholder beneficially owns (as such term is defined in Rule 13d-3 under the Exchange Act) and (except with respect to shares held in street name) owns of record all of the Shares listed on Exhibit A attached hereto as owned by Stockholder as of the date hereof, free and clear of all Liens, proxies and restrictions on the right to vote or Transfer such Shares, except for any such Liens and restrictions arising hereunder and except for Transfer restrictions of general applicability under the Securities Act of 1933, as amended, and state “blue sky” laws. Without limiting the foregoing, except to the extent set forth in this Agreement, Stockholder has the sole power, authority and legal capacity to vote and Transfer Stockholder’s Shares listed on Exhibit A attached hereto and no Person other than Stockholder has any right to direct or approve the voting or disposition of any of Stockholder’s Shares. As of the date hereof, Stockholder does not own, beneficially or of record, any voting securities of Belo other than the number of Shares set forth on Exhibit A attached hereto. (b) Stockholder does not hold any options, warrants or other rights to acquire any additional shares of Belo Common Stock or any securities exercisable for or convertible into shares of Belo Common Stock, except as set forth below Stockholder’s signature block on Exhibit A attached hereto (collectively, “Derivative Securities”). (c) The execution, delivery and performance by Stockholder of this Agreement and the consummation by Stockholder of the transactions contemplated hereby are (i) if Stockholder is an entity, within the corporate or other organizational powers of Stockholder and have been duly authorized by all necessary corporate or other organizational action or (ii) if Stockholder is an individual, within the capacity of Stockholder. This Agreement constitutes a legal, valid and binding Agreement of Stockholder, enforceable against Stockholder in accordance with its terms, subject only to the effect of any applicable bankruptcy, insolvency, moratorium or similar law affecting creditors’ rights generally and to rules of law governing specific performance, injunctive relief and other equitable remedies. If Stockholder is married and the Shares and Company Stock Options set forth on the signature page hereto constitute community property under Applicable Law, this Agreement has been duly authorized, executed and delivered by, and constitutes the legal, valid and binding agreement of, such Stockholder’s spouse, subject to the effect of any applicable bankruptcy, insolvency, moratorium or similar law affecting creditors’ rights generally and to rules of law governing specific performance, injunctive relief and other equitable remedies. If this Agreement is being executed in a representative or fiduciary capacity, the Person signing this Agreement has full power and authority to enter into and perform this Agreement. (d) The execution and delivery of this Agreement by Stockholder does not, and the performance of this Agreement by Stockholder will not, (i) require Stockholder to obtain any consent, approval, authorization, waiver or permit of any Governmental Authority, (ii) conflict with or violate any laws, statutes, ordinances, codes, orders, rules, regulations and other legally enforceable requirements enacted, issued, adopted, promulgated, enforced, ordered or applied by any Governmental Authority applicable to Stockholder or by which any property of Stockholder is bound or affected, or (iii) result in any breach of or constitute a default under (or an event which, with notice or lapse of time, or otherwise, would constitute a default), or give rise to a right of termination or cancellation, an acceleration of performance required, a loss of benefits, or result in the creation of a Lien on any asset of Stockholder pursuant to, any agreement, instrument or indenture to which Stockholder is a party or by which Stockholder is bound, except in the case of clauses (ii) and (iii) for any such conflicts, violations, breaches, defaults or other occurrences of the type referred to above which would not prevent, delay or impair Stockholder’s ability to perform its obligations under this Agreement. (e) Stockholder has not entered into any agreement or commitment with any Person that is inconsistent with this Agreement. (f) Stockholder consents to the treatment of all Derivative Securities of Belo in the manner set forth in Section 2.3 of the Merger Agreement, including the cancellation without consideration of Options that have an exercise price greater than the Merger Consideration.

Representations, Warranties and Covenants of Stockholder. 5.1 Stockholder representshereby represents and warrants to TIBCO that, warrants as of the date hereof and covenants to Gannett that: (a) at all times until the Expiration Date, (i) Stockholder beneficially owns (as such term is defined in Rule 13d-3 under and will be the Exchange Act) and (except with respect to shares held in street name) owns of record all beneficial owner of the Current Shares listed and Current Derivatives set forth on Exhibit A attached hereto as owned by Stockholder as the signature page of this Agreement (unless otherwise Transferred in accordance with this Agreement, including, but not limited to pursuant to a Permitted Transfer), with full power to vote or direct the voting of the date hereofShares; (ii) the Securities are and will be, unless otherwise Transferred in accordance with this Agreement, including, but not limited to pursuant to a Permitted Transfer, free and clear of all Liensany liens, proxies and restrictions pledges, security interests, claims, options, rights of first refusal, co-sale rights, charges or other encumbrances of any kind or nature (other than pursuant to the terms of restricted stock agreements as in effect on the right to vote or Transfer such Shares, except for any such Liens and restrictions arising hereunder date hereof and except for Transfer applicable restrictions of general applicability on transfer under the Securities Act of 1933, as amended, applicable securities laws or under this Agreement and state “blue sky” except for applicable community property laws. Without limiting the foregoing, except to the extent set forth in this Agreement, Stockholder has the sole power, authority and legal capacity to vote and Transfer Stockholder’s Shares listed on Exhibit A attached hereto and no Person other than Stockholder has any right to direct or approve the voting or disposition of any of Stockholder’s Shares. As of the date hereof, Stockholder does not own, beneficially or of record, any voting securities of Belo other than the number of Shares set forth on Exhibit A attached hereto. ); (biii) Stockholder does not hold Own any options, warrants or Securities of Insightful other rights to acquire any additional shares of Belo Common Stock or any securities exercisable for or convertible into shares of Belo Common Stock, except as than the Current Shares and Current Derivatives set forth below on the signature page of this Agreement; (iv) with respect to the Shares, Stockholder has and will have full power and authority to make, enter into and carry out the terms of this Agreement and the Proxy (unless such Shares are otherwise Transferred in accordance with this Agreement) and to perform Stockholder’s signature block on Exhibit A attached hereto obligations hereunder and thereunder; (collectively, “Derivative Securities”). (cv) The the execution, delivery and performance by Stockholder of this Agreement and the consummation by Stockholder of will not violate any agreement or court order to which the transactions contemplated hereby Securities are subject, including, without limitation, any voting agreement or voting trust; and (ivi) if Stockholder is an entity, within the corporate or other organizational powers of this Agreement has been duly and validly executed and delivered by Stockholder and have been duly authorized by all necessary corporate or other organizational action or (ii) if Stockholder is an individual, within the capacity of Stockholder. This Agreement constitutes a legal, valid and binding Agreement agreement of Stockholder, enforceable against Stockholder in accordance with its terms, subject only to: (A) laws of general application relating to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar law affecting creditors’ rights generally and to the relief of debtors; and (B) rules of law governing specific performance, injunctive relief and other equitable remedies. If . 5.2 Stockholder is married and agrees that it will not bring, commence, institute, maintain, prosecute, participate in or voluntarily aid any action, claim, suit or cause of action, in law or in equity, in any court or before any governmental entity, which (i) challenges the Shares and Company Stock Options set forth on validity of or seeks to enjoin the signature page hereto constitute community property under Applicable Law, this Agreement has been duly authorized, executed and delivered by, and constitutes the legal, valid and binding agreement of, such Stockholder’s spouse, subject to the effect operation of any applicable bankruptcy, insolvency, moratorium or similar law affecting creditors’ rights generally and to rules provision of law governing specific performance, injunctive relief and other equitable remedies. If this Agreement is being executed in a representative or fiduciary capacity, the Person signing this Agreement has full power and authority to enter into and perform this Agreement. , or (dii) The alleges that the execution and delivery of this Agreement by Stockholder does notStockholder, either alone or together with the other Insightful voting agreements and proxies to be delivered in connection with the performance of this Agreement by Stockholder will not, (i) require Stockholder to obtain any consent, approval, authorization, waiver or permit of any Governmental Authority, (ii) conflict with or violate any laws, statutes, ordinances, codes, orders, rules, regulations and other legally enforceable requirements enacted, issued, adopted, promulgated, enforced, ordered or applied by any Governmental Authority applicable to Stockholder or by which any property of Stockholder is bound or affected, or (iii) result in any breach of or constitute a default under (or an event which, with notice or lapse of time, or otherwise, would constitute a default), or give rise to a right of termination or cancellation, an acceleration of performance required, a loss of benefits, or result in the creation of a Lien on any asset of Stockholder pursuant to, any agreement, instrument or indenture to which Stockholder is a party or by which Stockholder is bound, except in the case of clauses (ii) and (iii) for any such conflicts, violations, breaches, defaults or other occurrences of the type referred to above which would not prevent, delay or impair Stockholder’s ability to perform its obligations under this Agreement. (e) Stockholder has not entered into any agreement or commitment with any Person that is inconsistent with this Agreement. (f) Stockholder consents to the treatment of all Derivative Securities of Belo in the manner set forth in Section 2.3 execution of the Merger Agreement, including or the cancellation without consideration approval of Options that have an exercise price greater than the Merger ConsiderationAgreement by the board of directors of Insightful, breaches any fiduciary duty of the board of directors of Insightful or any member thereof; provided, that Stockholder may defend against, contest or settle any such action, claim, suit or cause of action brought against Stockholder that relates solely to Stockholder’s capacity as a director or officer of Insightful.

Representations, Warranties and Covenants of Stockholder. Stockholder hereby represents, warrants and covenants to Gannett thatParent as follows: (a) (i) Stockholder beneficially owns (as such term is defined in Rule 13d-3 under the Exchange Act) and (except with respect to shares held in street name) owns of record all of the Shares listed on Exhibit A attached hereto as owned by Stockholder as As of the date hereof, free and clear Stockholder is the beneficial or record owner of, or exercises voting power over, that number of all Liens, proxies and restrictions shares of Company Capital Stock set forth on the right to vote signature page hereto (all such shares owned beneficially or Transfer such Sharesof record by Stockholder, except for any such Liens and restrictions arising hereunder and except for Transfer restrictions of general applicability under the Securities Act of 1933, as amended, and state “blue sky” laws. Without limiting the foregoing, except to the extent set forth in this Agreement, or over which Stockholder has the sole exercises voting power, authority and legal capacity to vote and Transfer Stockholder’s Shares listed on Exhibit A attached hereto and no Person other than Stockholder has any right to direct or approve the voting or disposition of any of Stockholder’s date hereof, collectively, the “Shares”). As of the date hereof, the Shares constitute Stockholder’s entire interest in the outstanding shares of Company Capital Stock and Stockholder is not the beneficial or record holder of, and does not ownexercise voting power over, beneficially any other outstanding shares of capital stock of the Company. No Person not a signatory to this Agreement has a beneficial interest in or a right to acquire or vote any of the Shares (other than, if Stockholder is a partnership or a limited liability company, the rights and interest of persons and entities that own partnership interests or units in Stockholder under the partnership agreement or operating agreement governing Stockholder and applicable partnership law or limited liability company law, or if Stockholder is a married individual and resides in a state with community property laws, the community property interest of his or her spouse to the extent applicable under such community property laws). The Shares are and will be at all times up until the Expiration Time free and clear of any security interests, liens, claims, pledges, options, rights of first refusal, co-sale rights, agreements, limitations on Stockholder’s voting rights, charges and other encumbrances of any nature that would adversely affect the Merger or the exercise or fulfillment of the rights and obligations of Stockholder under this Agreement or of record, any voting securities the parties to this Agreement. Stockholder’s principal residence or place of Belo other than the number of Shares business is set forth on Exhibit A attached the signature page hereto. (b) As of the date hereof, Stockholder does not hold any is the legal and beneficial owner of the number of options, restricted stock units, stock appreciation rights, warrants or and other rights to acquire any additional acquire, directly or indirectly, shares of Belo Company Common Stock or any securities exercisable for or convertible into shares of Belo Common Stock, except as set forth below Stockholder’s on the signature block on Exhibit A attached page hereto (collectively, the “Derivative SecuritiesCompany Options and Other Rights”). The Company Options and Other Rights are and will be at all times up until the Expiration Time free and clear of any security interests, liens, claims, pledges, options, rights of first refusal, co-sale rights, agreements, limitations on Stockholder’s voting rights, charges and other encumbrances of any nature that would adversely affect the exercise or fulfillment of the rights and obligations of the parties to this Agreement. (c) If Stockholder is a corporation, limited partnership or limited liability company, Stockholder is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated or constituted. (d) Stockholder has all requisite power, capacity and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The executionexecution and delivery of this Agreement by Stockholder and the consummation by Stockholder of the transactions contemplated hereby have been duly authorized by all necessary action, if any, on the part of Stockholder (or its board of directors or similar governing body, as applicable), and no other actions or proceedings on the part of Stockholder are necessary to authorize the execution and delivery and performance by Stockholder of this Agreement and the consummation by Stockholder of the transactions contemplated hereby are (i) if Stockholder is an entity, within the corporate or other organizational powers of Stockholder and have been duly authorized by all necessary corporate or other organizational action or (ii) if Stockholder is an individual, within the capacity of Stockholderhereby. This Agreement has been duly executed and delivered by Stockholder and, assuming the due authorization, execution and delivery of this Agreement by Parent, constitutes a legal, valid and binding Agreement obligation of Stockholder, enforceable against Stockholder in accordance with its terms, subject only to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and similar law laws affecting creditors’ rights and remedies generally and to rules general principles of law governing specific performance, injunctive relief and other equitable remedies. If Stockholder is married and the Shares and Company Stock Options set forth on the signature page hereto constitute community property under Applicable Law, this Agreement has been duly authorized, executed and delivered by, and constitutes the legal, valid and binding agreement of, such Stockholder’s spouse, subject to the effect of any applicable bankruptcy, insolvency, moratorium or similar law affecting creditors’ rights generally and to rules of law governing specific performance, injunctive relief and other equitable remedies. If this Agreement is being executed in a representative or fiduciary capacity, the Person signing this Agreement has full power and authority to enter into and perform this Agreementequity. (de) The execution and delivery of this Agreement by Stockholder does not, and the performance of this Agreement by Stockholder of its agreements and obligations hereunder will not, (i) require Stockholder to obtain any consentconflict with, approval, authorization, waiver or permit of any Governmental Authority, (ii) conflict with or violate any laws, statutes, ordinances, codes, orders, rules, regulations and other legally enforceable requirements enacted, issued, adopted, promulgated, enforced, ordered or applied by any Governmental Authority applicable to Stockholder or by which any property of Stockholder is bound or affected, or (iii) result in any a breach or violation of or constitute a default under (with or an event which, with without notice or lapse of time, time or otherwise, would constitute a defaultboth), or give rise require notice to a right or the consent of termination or cancellationany person under, an acceleration any provisions of performance required, a loss the organizational documents of benefitsStockholder (if applicable), or result in the creation of a Lien on any asset of Stockholder pursuant to, any agreement, instrument commitment, law, rule, regulation, judgment, order or indenture decree to which Stockholder is a party or by which Stockholder is is, or any of its assets are, bound, except in the case of clauses (ii) and (iii) for any such conflicts, violations, breaches, violations or defaults that would not, individually or other occurrences in the aggregate, prevent or delay consummation of the type referred to above which would not preventMerger and the transactions contemplated by the Merger Agreement and this Agreement or otherwise prevent or delay Stockholder from performing his, delay her or impair Stockholder’s ability to perform its obligations under this Agreement. (e) Stockholder has not entered into any agreement or commitment with any Person that is inconsistent with this Agreement. (f) Stockholder consents agrees that Stockholder will not in Stockholder’s capacity as a stockholder of the Company bring, commence, institute, maintain, prosecute or voluntary aid any action, claim, suit or cause of action, in law or in equity, in any court or before any governmental entity, which (i) challenges the validity or seeks to enjoin the treatment operation of all Derivative Securities any provision of Belo this Agreement or (ii) alleges that the execution and delivery of this Agreement by Stockholder, either alone or together with the other Company voting agreements and proxies to be delivered in connection with the manner set forth in Section 2.3 execution of the Merger Agreement, including or the cancellation without consideration adoption and approval of Options that have an exercise price greater than the Merger ConsiderationAgreement by the Company’s Board of Directors, breaches any fiduciary duty of the Company’s Board of Directors or any member thereof.

Representations, Warranties and Covenants of Stockholder. Stockholder hereby represents, warrants and covenants to Gannett thatParent and MergerCo. as follows: (a) Stockholder is the beneficial owner, through one or more wholly-owned subsidiaries, of the Subject Shares, and its indirect wholly-owned subsidiary, Emerald Blue Szolgálttó Korlátolt Felelõsségü Társaság, an entity organized under the laws of Hungary (i“Emerald Blue”), is the record holder of the Subject Shares; (b) Stockholder beneficially owns (as such term is defined in Rule 13d-3 through its direct wholly owned subsidiary TorontoHahn Holdings (Cyprus) Limited, an entity organized under the Exchange Actlaws of Cyprus, and Emerald Blue) and (except with respect has the power to shares held in street name) owns of record all direct the vote of the Subject Shares; (c) the Subject Shares listed set forth on Exhibit A attached the signature page hereto as owned by Stockholder constitute Stockholder’s entire interest (direct or indirect) in the outstanding capital stock and voting securities of Trizec as of the date hereof; (d) the Subject Shares are, and will be, at all times up until the Expiration Date, free and clear of all Liensany liens, proxies and restrictions on claims, options, charges, security interests, proxies, voting trusts, agreements, rights, understandings or arrangements, or exercise of any rights of a stockholder in respect of the right to vote Subject Shares or Transfer such Shares, except for any such Liens and restrictions arising hereunder and except for Transfer restrictions of general applicability under the Securities Act of 1933, as amended, and state “blue sky” laws. Without limiting the foregoing, except to the extent set forth in this Agreement, other encumbrances; (e) Stockholder has sole voting power and sole power of disposition with respect to all of the sole power, authority and legal capacity to vote and Transfer Stockholder’s Subject Shares listed outstanding on Exhibit A attached hereto and no Person other than Stockholder has any right to direct or approve the voting or disposition of any of Stockholder’s Shares. As of the date hereof, Stockholder does not own, beneficially or and will have sole voting power and sole power of record, any voting securities disposition with respect to all of Belo other than the number Subject Shares acquired after the date hereof; and (f) Stockholder’s principal place of Shares business is accurately set forth on Exhibit A attached the signature page hereto. 4.2. Stockholder has the power (bcorporate or otherwise) Stockholder does not hold any options, warrants or other rights to acquire any additional shares of Belo Common Stock or any securities exercisable for or convertible into shares of Belo Common Stock, except as set forth below Stockholder’s signature block on Exhibit A attached hereto (collectively, “Derivative Securities”). (c) The execution, delivery execute and performance by Stockholder of deliver this Agreement and the consummation by Stockholder of the transactions contemplated hereby are (i) if Stockholder is an entity, within the corporate or other organizational powers of Stockholder to comply with and have been duly authorized by all necessary corporate or other organizational action or (ii) if Stockholder is an individual, within the capacity of perform Stockholder’s obligations hereunder. This Agreement has been duly and validly executed and delivered by Stockholder and constitutes a legal, the valid and binding Agreement obligation of Stockholder, enforceable against Stockholder in accordance with its terms. The execution and delivery of this Agreement by Stockholder does not, subject only and the performance of Stockholder’s obligations hereunder will not, (a) conflict with or violate any organizational documents of Stockholder or any law, statute, rule, regulation, order, writ, judgment or decree applicable to Stockholder or the effect Subject Shares, or (b) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any right to terminate, amend, accelerate or cancel any right or obligation under, or result in the creation of any applicable bankruptcylien or encumbrance on any Subject Shares pursuant to, insolvencyany note, moratorium bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or similar law affecting creditors’ rights generally and other instrument or obligation to rules of law governing specific performance, injunctive relief and other equitable remedies. If which Stockholder is married and a party or by which Stockholder or the Subject Shares and Company Stock Options set forth on the signature page hereto constitute community property under Applicable Law, this Agreement has been duly authorized, executed and delivered by, and constitutes the legal, valid and binding agreement of, such Stockholder’s spouse, subject to the effect of any applicable bankruptcy, insolvency, moratorium are or similar law affecting creditors’ rights generally and to rules of law governing specific performance, injunctive relief and other equitable remedieswill be bound or affected. If this Agreement is being executed in a representative or fiduciary capacity, the Person signing this Agreement has full power and authority to enter into and perform this Agreement. (d) The execution and delivery of this Agreement by Stockholder does not, and the performance of this Agreement by Stockholder does not and will not, (i) require Stockholder to obtain any consent, approval, authorization, waiver authorization or permit of any Governmental Authorityof, (ii) conflict or filing with or violate any laws, statutes, ordinances, codes, orders, rules, regulations and other legally enforceable requirements enacted, issued, adopted, promulgated, enforced, ordered or applied by any Governmental Authority applicable to Stockholder or by which any property of Stockholder is bound or affected, or (iii) result in any breach of or constitute a default under (or an event which, with notice or lapse of time, or otherwise, would constitute a default), or give rise to a right of termination or cancellation, an acceleration of performance required, a loss of benefits, or result in the creation of a Lien on any asset of Stockholder pursuant notification to, any agreementgovernmental or regulatory authority by Stockholder except for applicable requirements, instrument or indenture to which Stockholder is a party or by which Stockholder is boundif any, except in the case of clauses (ii) and (iii) for any such conflicts, violations, breaches, defaults or other occurrences of the type referred Exchange Act, and except where the failure to above which would obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, could not prevent, prevent or delay or impair Stockholder’s ability to perform the performance by Stockholder of its obligations under this AgreementAgreement in any material respect. (e) 4.3. Stockholder has not entered into understands and agrees that if Stockholder attempts to Transfer, vote or provide any agreement other person directly or commitment indirectly with the authority to vote any Person that is inconsistent of the Subject Shares, other than in compliance with this Agreement. , Trizec shall not, and Stockholder hereby unconditionally and irrevocably instructs Trizec and Stockholder’s subsidiaries not to, (fa) Stockholder consents to the treatment of all Derivative Securities of Belo in the manner set forth in Section 2.3 permit any such Transfer on its books and records, (b) issue a new certificate representing any of the Merger Subject Shares or (c) record such vote unless and until Stockholder shall have complied with the terms of this Agreement, including the cancellation without consideration of Options that have an exercise price greater than the Merger Consideration.

Representations, Warranties and Covenants of Stockholder. Stockholder hereby represents, warrants and covenants to Gannett thatParent as follows as of the date hereof: (a) Stockholder is the beneficial or record owner of, and has the voting power over, that number of shares of Company Common Stock and restricted shares of Company Common Stock set forth on the signature page hereto (i) Stockholder all such shares owned beneficially owns (as such term is defined in Rule 13d-3 under the Exchange Act) and (except with respect to shares held in street name) owns or of record all of the Shares listed by Stockholder, or over which Stockholder exercises voting power, on Exhibit A attached hereto as owned by Stockholder as of the date hereof, collectively, the “Shares” provided that any Shares subsequently transferred as permitted in and accordance with Section 1(a) above shall from and after such transfer cease to be Shares). The Shares are free of any encumbrance that would materially and clear of all Liensadversely affect Stockholder’s ability to exercise his or her voting power as provided in Section 2, proxies and restrictions on grant the proxy pursuant to Section 3, or otherwise complying with the terms hereof. No person not a signatory to this Agreement has a beneficial interest in or a right to acquire or vote any of the Shares (other than, if Stockholder is a married individual and resides in a state with community property laws, the community property interest of his or Transfer such Shares, except for any such Liens and restrictions arising hereunder and except for Transfer restrictions of general applicability under the Securities Act of 1933, as amended, and state “blue sky” laws. Without limiting the foregoing, except her spouse to the extent set forth in this Agreement, Stockholder has the sole power, authority and legal capacity to vote and Transfer applicable under such community property laws). The Shares constitute Stockholder’s Shares listed on Exhibit A attached hereto entire interest in the outstanding shares of Company Common Stock and no Person Stockholder is not the beneficial or record holder of, and does not exercise voting power over, any other than Stockholder outstanding shares of capital stock of the Company. No person that is not a signatory to this Agreement has any a beneficial interest in or a right to direct acquire or approve the voting or disposition of vote any of Stockholder’s the Shares. As of the date hereof, Stockholder does not own, beneficially or of record, any voting securities of Belo other than the number of Shares set forth on Exhibit A attached hereto. (b) Stockholder does not hold any options, warrants or other rights is the legal and beneficial owner of the number of options to acquire any additional purchase shares of Belo Company Common Stock or any securities exercisable for or convertible into shares of Belo Common Stock, except as set forth below Stockholder’s on the signature block on Exhibit A attached page hereto (collectively, the “Derivative SecuritiesCompany Options and Other Rights”). The Company Options and Other Rights are free of any encumbrance that would materially and adversely affect Stockholder’s ability to exercise his or her voting powers as provided in Section 2, grant the proxy pursuant to Section 3, or otherwise comply with the terms hereof. (c) The executionStockholder has all requisite power, delivery capacity and performance authority to enter into this Agreement and, with respect to Shares not transferred pursuant to and accordance with Section 1(a), to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Stockholder and, assuming the due authorization, execution and delivery of this Agreement and the consummation by Stockholder of the transactions contemplated hereby are (i) if Stockholder is an entityParent, within the corporate or other organizational powers of Stockholder and have been duly authorized by all necessary corporate or other organizational action or (ii) if Stockholder is an individual, within the capacity of Stockholder. This Agreement constitutes a legal, valid and binding Agreement obligation of Stockholder, enforceable against Stockholder in accordance with its terms, subject only to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and similar law laws affecting creditors’ rights and remedies generally and to rules general principles of law governing specific performance, injunctive relief and other equitable remedies. If Stockholder is married and the Shares and Company Stock Options set forth on the signature page hereto constitute community property under Applicable Law, this Agreement has been duly authorized, executed and delivered by, and constitutes the legal, valid and binding agreement of, such Stockholder’s spouse, subject to the effect of any applicable bankruptcy, insolvency, moratorium or similar law affecting creditors’ rights generally and to rules of law governing specific performance, injunctive relief and other equitable remedies. If this Agreement is being executed in a representative or fiduciary capacity, the Person signing this Agreement has full power and authority to enter into and perform this Agreementequity. (d) The execution execution, delivery and delivery performance by Stockholder of this Agreement by Stockholder does not, and the performance of this Agreement by Stockholder will not, : (i) conflict with, require Stockholder to obtain any a consent, approval, authorization, waiver or permit of any Governmental Authority, (ii) conflict with or violate any laws, statutes, ordinances, codes, orders, rules, regulations and other legally enforceable requirements enacted, issued, adopted, promulgated, enforced, ordered or applied by any Governmental Authority applicable to Stockholder or by which any property of Stockholder is bound or affected, or (iii) result in any breach of or constitute a default under (or an event which, with notice or lapse of time, or otherwise, would constitute a default), or give rise to a right of termination or cancellation, an acceleration of performance required, a loss of benefitsapproval under, or result in the creation a breach of a Lien on any asset of Stockholder pursuant toor default under, any agreement, instrument or indenture of the terms of any Contract to which Stockholder is a party or by which Stockholder any of such Stockholder’s assets is bound, except in the case of clauses ; or (ii) and (iii) violate any Order or Applicable Laws applicable to Stockholder or any of such Stockholder’s assets, except for any such conflicts, violations, breaches, violations or defaults that would not, individually or other occurrences of in the type referred to above which would not preventaggregate, delay or impair materially and adversely affect Stockholder’s ability to perform his, her or its obligations under this Agreement. (e) Stockholder has not entered into any agreement or commitment with any Person that is inconsistent with this Agreement. (f) Stockholder consents to the treatment of all Derivative Securities of Belo in the manner set forth in Section 2.3 of the Merger Agreement, including the cancellation without consideration of Options that have an exercise price greater than the Merger Consideration.

Representations, Warranties and Covenants of Stockholder. Stockholder hereby represents, warrants and covenants to Gannett thatAcquiror as follows: (a) (i) Stockholder beneficially owns is the beneficial owner (as such term is defined in determined pursuant to Rule 13d-3 under the Exchange Act) of, and exercises voting power over, that number of shares of Company Common Stock set forth on the signature page hereto (except with respect to all such shares held in street name) owns of record all of the Shares listed owned beneficially by Stockholder, and over which Stockholder exercises voting power, on Exhibit A attached hereto as owned by Stockholder as of the date hereof, collectively, the “Shares”). The Shares, together with the other shares of Common Stock set forth on the signature page hereto, constitute all of the shares of Common Stock owned of record or beneficially by Stockholder. No person not a signatory to this Agreement has a right to acquire or vote any of the Shares (other than, (i) if Stockholder is a partnership, the rights and interest of persons and entities that own partnership interests in Stockholder under the partnership agreement governing Stockholder and applicable partnership law or (ii) if Stockholder is a married individual and resides in a State with community property laws, the community property interest of his or her spouse to the extent applicable under such community property laws). Except as set forth on the signature pages hereto, the Shares are and will be at all times up until the Expiration Date free and clear of all Liensany security interests, proxies liens, claims, pledges, options, rights of first refusal, co-sale rights, agreements, limitations on Stockholder’s voting rights, charges and restrictions on other encumbrances of any nature that would adversely affect the right to vote Merger or Transfer such Shares, except for any such Liens the exercise or fulfillment of the rights and restrictions arising hereunder and except for Transfer restrictions obligations of general applicability the Company under the Securities Act Merger Agreement or of 1933, as amended, and state “blue sky” laws. Without limiting the foregoing, except parties to the extent set forth in this Agreement, Stockholder has the sole power, authority and legal capacity to vote and Transfer . Stockholder’s Shares listed on Exhibit A attached hereto and no Person other than Stockholder has any right to direct principal residence or approve the voting or disposition place of any of Stockholder’s Shares. As of the date hereof, Stockholder does not own, beneficially or of record, any voting securities of Belo other than the number of Shares business is set forth on Exhibit A attached the signature page hereto. (b) Stockholder does not hold any optionshas all requisite power, warrants or other rights capacity and authority to acquire any additional shares of Belo Common Stock or any securities exercisable for or convertible enter into shares of Belo Common Stock, except as set forth below Stockholder’s signature block on Exhibit A attached hereto (collectively, “Derivative Securities”). (c) this Agreement and to consummate the transactions contemplated hereby. The execution, execution and delivery and performance by Stockholder of this Agreement by Stockholder and the consummation by Stockholder of the transactions contemplated hereby are (i) if Stockholder is an entity, within the corporate or other organizational powers of Stockholder and have been duly authorized by all necessary corporate or other organizational action or (ii) action, if Stockholder is an individualany, within on the capacity part of Stockholder. This Agreement has been duly executed and delivered by Stockholder and, assuming the due authorization, execution and delivery of this Agreement by Acquiror, constitutes a legal, valid and binding Agreement obligation of Stockholder, enforceable against Stockholder in accordance with its terms, subject only to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and similar law laws affecting creditors’ rights and remedies generally and to rules general principles of law governing specific performance, injunctive relief and other equitable remedies. If Stockholder is married and the Shares and Company Stock Options set forth on the signature page hereto constitute community property under Applicable Law, this Agreement has been duly authorized, executed and delivered by, and constitutes the legal, valid and binding agreement of, such Stockholder’s spouse, subject to the effect of any applicable bankruptcy, insolvency, moratorium or similar law affecting creditors’ rights generally and to rules of law governing specific performance, injunctive relief and other equitable remedies. If this Agreement is being executed in a representative or fiduciary capacity, the Person signing this Agreement has full power and authority to enter into and perform this Agreementequity. (dc) The execution and delivery of this Agreement by Stockholder does not, and the performance consummation of this Agreement by Stockholder the transactions contemplated hereby and compliance with the provisions hereof will not, conflict with, result in a breach or violation of or default (i) require Stockholder to obtain any consent, approval, authorization, waiver or permit of any Governmental Authority, (ii) conflict with or violate any laws, statutes, ordinances, codes, orders, rules, regulations and other legally enforceable requirements enacted, issued, adopted, promulgated, enforced, ordered or applied by any Governmental Authority applicable to Stockholder or by which any property of Stockholder is bound or affected, or (iii) result in any breach of or constitute a default under (or an event which, with without notice or lapse of timetime or both) under, or otherwise, would constitute a default), require notice to or give rise to a right the consent of termination or cancellation, an acceleration of performance required, a loss of benefits, or result in the creation of a Lien on any asset of Stockholder pursuant toperson under, any agreement, instrument law, rule, regulation, judgment, order or indenture to which Stockholder is a party or decree by which Stockholder is bound, except in the case of clauses (ii) and (iii) for any such conflicts, violations, breaches, violations or defaults that would not, individually or other occurrences in the aggregate, prevent or delay consummation of the type referred to above which would not preventMerger and the other transactions contemplated by the Merger Agreement or prevent or delay Stockholder from performing his, delay her or impair Stockholder’s ability to perform its obligations under this Agreement. (ed) Stockholder has Until the Expiration Date, Stockholder, in his, her or its capacity as a stockholder of the Company, shall not, and shall not entered into authorize, knowingly encourage or direct any agreement person or commitment with entity on Stockholder’s behalf to, directly or indirectly, take any Person action that is inconsistent with this Agreement. (f) Stockholder consents to the treatment of all Derivative Securities of Belo would, or could reasonably be expected to, result in the manner set forth in violation by the Company of Section 2.3 5 of the Merger Agreement; provided that if Stockholder is a director of the Company or has employees who are directors of the Company, including nothing herein shall prevent Stockholder (or such employees) from taking any action solely in such Stockholder’s (or employee’s) capacity as a director of the cancellation without consideration Company in the exercise of Options that have an exercise price greater than such director’s fiduciary duties with respect to a Competing Transaction or Superior Proposal (as such term is defined in Article I of the Merger ConsiderationAgreement) in compliance with the terms of the Merger Agreement.

Representations, Warranties and Covenants of Stockholder. Stockholder hereby represents, warrants and covenants to Gannett thatParent as follows: (a) (i) Stockholder beneficially owns (as such term is defined in Rule 13d-3 under the Exchange Act) and (except with respect to shares held in street name) owns of record all sole beneficial owner of the Shares listed on Exhibit A attached hereto as owned by Stockholder as of the date hereof, free and clear of all Liens, proxies and restrictions on the right to vote or Transfer such Shares, except for any such Liens and restrictions arising hereunder and except for Transfer restrictions of general applicability under the Securities Act of 1933, as amended, and state “blue sky” laws. Without limiting the foregoing, except to the extent set forth in this Agreement, Stockholder has the sole power, authority and legal capacity to vote and Transfer Stockholder’s Shares listed on Exhibit A attached hereto and no Person other than Stockholder has any right to direct or approve the voting or disposition of any of Stockholder’s Shares. As of the date hereof, Stockholder does not own, beneficially or of record, any voting securities of Belo other than the number of Subject Shares set forth on Exhibit A attached hereto. Stockholder has good title to the Subject Shares set forth on Exhibit A free and clear of all Liens except as set forth in this Agreement and pursuant to any applicable restrictions on transfer under the Securities Act. Stockholder does not own, of record or beneficially, any shares of capital stock of the Company other than the Subject Shares set forth on Exhibit A attached hereto. Stockholder has the sole right and authority to vote and dispose of the Subject Shares, and Stockholder is not a party or bound by, and neither Stockholder nor the Subject Shares is subject to any voting trust or other agreement, option, warrant, proxy, arrangement or restriction with respect to the voting or disposition of the Subject Shares, except as contemplated by this Agreement. (b) Stockholder does not hold any optionshas all requisite contractual power, warrants or other rights capacity and authority necessary to acquire any additional shares of Belo Common Stock or any securities exercisable for or convertible into shares of Belo Common Stockexecute and deliver this Agreement, except as set forth below Stockholder’s signature block on Exhibit A attached hereto (collectively, “Derivative Securities”). (c) The execution, delivery and performance by Stockholder of this Agreement and the consummation by Stockholder of to consummate the transactions contemplated hereby are (i) if Stockholder is an entityhereby, within the corporate or other organizational powers of Stockholder and have been duly authorized by all necessary corporate or other organizational action or (ii) if Stockholder is an individual, within the capacity of to perform Stockholder’s obligations hereunder. This Agreement has been duly executed and delivered by Stockholder and constitutes a legal, valid and binding Agreement obligation of Stockholder, enforceable against Stockholder in accordance with its terms, subject only to the effect of any applicable terms except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar law other applicable Laws relating to or affecting creditors’ rights generally and to rules or by equitable principles (regardless of whether enforcement is sought at law governing specific performanceor in equity). Stockholder has received a copy of the Merger Agreement, injunctive relief and other equitable remedies. If Stockholder is married has reviewed this Agreement, the Merger Agreement and the Shares other agreements and documents contemplated hereby and thereby with representatives of the Company Stock Options set forth on the signature page hereto constitute community property under Applicable Law, and with Stockholder’s business and legal advisors. Stockholder acknowledges that this Agreement has been duly authorized, executed provides for the Subject Shares to be voted in favor of the Merger and delivered by, the other Transactions (as defined below). Stockholder understands and constitutes the legal, valid and binding agreement of, such Stockholder’s spouse, subject to the effect of any applicable bankruptcy, insolvency, moratorium or similar law affecting creditors’ rights generally and to rules of law governing specific performance, injunctive relief and other equitable remedies. If this Agreement is being executed in a representative or fiduciary capacity, the Person signing this Agreement has full power and authority to enter into and perform this Agreement. (d) The acknowledges that its execution and delivery of this Agreement is a material inducement to Parent’s willingness to enter into, and to cause Merger Sub to enter into, the Merger Agreement. (c) The execution and delivery by Stockholder of this Agreement does not, and the performance consummation of this Agreement by Stockholder the transactions contemplated hereby and compliance with the terms hereof will not, (i) require Stockholder to obtain any consent, approval, authorization, waiver or permit of any Governmental Authority, (ii) conflict with or violate any laws, statutes, ordinances, codes, orders, rules, regulations and other legally enforceable requirements enacted, issued, adopted, promulgated, enforced, ordered or applied by any Governmental Authority applicable to Stockholder or by which any property of Stockholder is bound or affectedwith, or (iii) result in any breach of material violation of, or constitute a material default under (with or an event which, with without notice or lapse of time, or otherwise, would constitute a default)both) under, or give rise to a right of termination termination, cancellation or cancellation, an acceleration of performance required, a any obligation or to loss of benefitsa material benefit under, or result in the creation of a any Lien on upon any asset of the material properties or material assets of Stockholder pursuant to, under (i) any agreement, instrument or indenture provision of any material Contract to which Stockholder is a party or by which any material properties or material assets of Stockholder is are bound, except in the case of clauses ; or (ii) subject to the filings and (iii) for other matters referred to in the next sentence, any such conflictsprovision of any Judgment or Law applicable to Stockholder or the properties or assets of Stockholder. No consent, violationsapproval, breachespermit, defaults waiver, order or authorization of, action or non-action by or in respect of, exemption or review by, or registration, declaration or filing with, any Governmental Entity or other occurrences Person is required to be obtained or made by or with respect to Stockholder in connection with the execution, delivery and performance of this Agreement or the consummation of the type referred to above which would not preventtransactions contemplated hereby, delay or impair other than such reports under Sections 13(d) and 16 of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby. If Stockholder is married and the Subject Shares of Stockholder constitute community property, then this Agreement constitutes a valid and binding agreement of Stockholder’s ability spouse, enforceable against such spouse in accordance with its terms except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other applicable Laws relating to perform its obligations under this Agreement. or affecting creditors’ rights generally or by equitable principles (e) regardless of whether enforcement is sought at law or in equity). No trust of which Stockholder has not entered into is a trustee requires the consent of any agreement or commitment with any Person that is inconsistent with this Agreement. (f) Stockholder consents beneficiary to the treatment execution and delivery of all Derivative Securities of Belo in this Agreement or to the manner set forth in Section 2.3 consummation of the Merger Agreement, including the cancellation without consideration of Options that have an exercise price greater than the Merger Considerationtransactions contemplated hereby.

Representations, Warranties and Covenants of Stockholder. Stockholder hereby represents, warrants and covenants to Gannett thatthe Company and Savara as follows: (a) Stockholder is the beneficial or record owner of, or exercises voting power over, that number of shares of Parent Capital Stock set forth on the signature page hereto (i) Stockholder all such shares owned beneficially owns (as such term is defined in Rule 13d-3 under the Exchange Act) and (except with respect to shares held in street name) owns or of record all of the Shares listed by Stockholder, or over which Stockholder exercises voting power, on Exhibit A attached hereto as owned by Stockholder as of the date hereof, collectively, the “Shares”). The Shares constitute Stockholder’s entire interest in the outstanding shares of the capital stock of the Company and Stockholder is not the beneficial or record holder of, and does not exercise voting power over, any other outstanding shares of capital stock of the Company other than any non-voting interest in outstanding Parent Options or Parent Warrants or other similar non-voting rights to acquire shares of capital stock of the Company. Stockholder has sole right to vote and execute Stockholder written consents and sole power of disposition and sole power to agree and to issue instructions with respect to all Shares and the other matters contemplated herein, with no restrictions on Stockholder’s right and powers of voting or disposition pertaining thereto and no person not a signatory to this Agreement has a beneficial interest in or a right to acquire or vote any of the Shares (other than, if Stockholder is a partnership or a limited liability company, the rights and interest of persons and entities that own partnership interests or units in Stockholder under the partnership agreement or operating agreement governing Stockholder and applicable partnership or limited liability company law, or if Stockholder is a married individual and resides in a state with community property laws, the community property interest of his or her spouse to the extent applicable under such community property laws, which spouse hereby consents to this Agreement by executing the spousal consent attached hereto). The Shares are and will be at all times up until the Expiration Time free and clear of all Liensany security interests, proxies liens, claims, pledges, options, rights of first refusal, co-sale rights, agreements, limitations on Stockholder’s voting rights, charges and restrictions on the right to vote other encumbrances of any nature (other than any encumbrances created by this Agreement or Transfer such Shares, except for any such Liens and restrictions arising hereunder and except for Transfer restrictions of general applicability under the Securities Act of 1933, as amended, applicable federal and state “blue sky” securities laws. Without limiting ) that could adversely affect the foregoingMerger, except to the extent set forth in this Merger Agreement, or the exercise or fulfillment of the rights and obligations of the Company, Savara, Merger Sub or Stockholder has under this Agreement or the sole power, authority and legal capacity to vote and Transfer Merger Agreement. Stockholder’s Shares listed on Exhibit A attached hereto and no Person other than Stockholder has any right to direct principal residence or approve the voting or disposition place of any of Stockholder’s Shares. As of the date hereof, Stockholder does not own, beneficially or of record, any voting securities of Belo other than the number of Shares business is set forth on Exhibit A attached the signature page hereto. (b) If Stockholder does not hold any optionsis a corporation, warrants limited partnership or other rights to acquire any additional shares limited liability company, Stockholder is an entity duly organized, validly existing and in good standing under the laws of Belo Common Stock the jurisdiction in which it is incorporated, organized or any securities exercisable for or convertible into shares of Belo Common Stock, except as set forth below Stockholder’s signature block on Exhibit A attached hereto (collectively, “Derivative Securities”)constituted. (c) Stockholder has all requisite power, capacity and authority to enter into this Agreement and to perform its obligations under this Agreement and consummate the transactions contemplated hereby. The executionexecution and delivery of this Agreement by Stockholder and the consummation by Stockholder of the transactions contemplated hereby have been duly authorized by all necessary action, if any, on the part of Stockholder (or its board of directors or similar governing body, as applicable), and no other actions or proceedings on the part of Stockholder are necessary to authorize the execution and delivery and performance by Stockholder of this Agreement and the consummation by Stockholder of the transactions contemplated hereby are (i) if Stockholder is an entity, within the corporate or other organizational powers of Stockholder and have been duly authorized by all necessary corporate or other organizational action or (ii) if Stockholder is an individual, within the capacity of Stockholderhereby. This Agreement has been duly executed and delivered by Stockholder and, assuming the due authorization, execution and delivery of this Agreement by the Company, constitutes a legal, valid and binding Agreement obligation of Stockholder, enforceable against Stockholder in accordance with its terms, subject only to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and similar law laws affecting creditors’ rights and remedies generally and to rules general principles of law governing specific performance, injunctive relief and other equitable remedies. If Stockholder is married and the Shares and Company Stock Options set forth on the signature page hereto constitute community property under Applicable Law, this Agreement has been duly authorized, executed and delivered by, and constitutes the legal, valid and binding agreement of, such Stockholder’s spouse, subject to the effect of any applicable bankruptcy, insolvency, moratorium or similar law affecting creditors’ rights generally and to rules of law governing specific performance, injunctive relief and other equitable remedies. If this Agreement is being executed in a representative or fiduciary capacity, the Person signing this Agreement has full power and authority to enter into and perform this Agreementequity. (d) The execution and delivery of this Agreement by Stockholder does not, and the performance of this Agreement by Stockholder of its agreements and obligations hereunder will not, (i) require Stockholder to obtain any consentconflict with, approval, authorization, waiver or permit of any Governmental Authority, (ii) conflict with or violate any laws, statutes, ordinances, codes, orders, rules, regulations and other legally enforceable requirements enacted, issued, adopted, promulgated, enforced, ordered or applied by any Governmental Authority applicable to Stockholder or by which any property of Stockholder is bound or affected, or (iii) result in any a breach or violation of or constitute a default under (with or an event which, with without notice or lapse of time, time or otherwise, would constitute a defaultboth), or give rise require notice to a right or the consent of termination or cancellationany person under, an acceleration any provisions of performance required, a loss the organizational documents of benefitsStockholder (if applicable), or result in the creation of a Lien on any asset of Stockholder pursuant to, any agreement, instrument commitment, law, rule, regulation, judgment, order or indenture decree to which Stockholder is a party or by which Stockholder is bound, except in the case of clauses (ii) and (iii) for any such conflicts, violations, breaches, defaults or other occurrences of the type referred to above which would not prevent, delay or impair Stockholder’s ability to perform its obligations under this Agreement.which (e) Stockholder acknowledges that Stockholder has not entered into any agreement or commitment received a copy of the Merger Agreement and familiarized itself with any Person that is inconsistent with this Agreementthe terms and conditions contained therein, including provisions relating to the payment and allocation of the consideration to be paid to the securityholders of the Company. (f) No broker, investment banker, financial advisor or other person (including Stockholder) is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission that is payable by the Company, Savara or any of their respective affiliates in connection with the Merger Agreement and the transactions contemplated thereby based upon arrangements made by or on behalf of Stockholder consents to the treatment of all Derivative Securities of Belo in its capacity as such, other than as described in the manner set forth Merger Agreement or as disclosed in Section 2.3 the Company Disclosure Schedule or Parent Disclosure Schedule, as applicable. (g) Stockholder has had an opportunity to review with his, her or its own tax advisors the tax consequences of the Merger Agreement, including and the cancellation without consideration of Options that have an exercise price greater than transactions contemplated by the Merger ConsiderationAgreement. Stockholder understands that he, she or it must rely solely on his, her or its advisors and not on any statements or representations made by Savara, the Company or any of their agents or representatives. Stockholder understands that such Stockholder (and not Savara, the Company or the Surviving Corporation) shall be responsible for such Stockholder’s tax liability that may arise as a result of the Merger or the transactions contemplated by the Merger Agreement.

Representations, Warranties and Covenants of Stockholder. Stockholder hereby represents, warrants and covenants to Gannett thatParent as follows: (a) (i) Stockholder beneficially owns (as such term is defined in Rule 13d-3 under the Exchange Act) and (except with respect to shares held in street name) owns of record all of the Shares listed on Exhibit A attached hereto as owned by Stockholder as As of the date hereof, free and clear Stockholder is the beneficial or record owner of, or exercises voting power over, that number of all Liens, proxies and restrictions shares of Company Capital Stock set forth on the right to vote signature page hereto (all such shares owned beneficially or Transfer such Sharesof record by Stockholder, except for any such Liens and restrictions arising hereunder and except for Transfer restrictions of general applicability under the Securities Act of 1933, as amended, and state “blue sky” laws. Without limiting the foregoing, except to the extent set forth in this Agreement, or over which Stockholder has the sole exercises voting power, authority and legal capacity to vote and Transfer Stockholder’s Shares listed on Exhibit A attached hereto and no Person other than Stockholder has any right to direct or approve the voting or disposition of any of Stockholder’s date hereof, collectively, the “Shares”). As of the date hereof, the Shares constitute Stockholder’s entire interest in the outstanding shares of Company Capital Stock and Stockholder is not the beneficial or record holder of, and does not ownexercise voting power over, beneficially any other outstanding shares of capital stock of the Company. No Person not a signatory to this Agreement has a beneficial interest in or a right to acquire or vote any of the Shares (other than, if Stockholder is a partnership or a limited liability company, the rights and interest of persons and entities that own partnership interests or units in Stockholder under the partnership agreement or operating agreement governing Stockholder and applicable partnership law or limited liability company law, or if Stockholder is a married individual and resides in a state with community property laws, the community property interest of his or her spouse to the extent applicable under such community property laws). The Shares are and will be at all times up until the Expiration Time free and clear of any security interests, liens, claims, pledges, options, rights of first refusal, co-sale rights, agreements, limitations on Stockholder’s voting rights, charges and other encumbrances of any nature that would adversely affect the Merger or the exercise or fulfillment of the rights and obligations of Stockholder under this Agreement or of record, any voting securities the parties to this Agreement. Stockholder’s principal residence or place of Belo other than the number of Shares business is set forth on Exhibit A attached the signature page hereto. (b) As of the date hereof, Stockholder does not hold any is the legal and beneficial owner of the number of options, restricted stock units, stock appreciation rights, warrants or and other rights to acquire any additional acquire, directly or indirectly, shares of Belo Company Common Stock or any securities exercisable for or convertible into shares of Belo Common Stock, except as set forth below Stockholder’s on the signature block on Exhibit A attached page hereto (collectively, the “Derivative SecuritiesCompany Options and Other Rights”). The Company Options and Other Rights are and will be at all times up until the Expiration Time free and clear of any security interests, liens, claims, pledges, options, rights of first refusal, co-sale rights, agreements, limitations on Stockholder’s voting rights, charges and other encumbrances of any nature that would adversely affect the exercise or fulfillment of the rights and obligations of the parties to this Agreement. (c) If Stockholder is a corporation, limited partnership or limited liability company, Stockholder is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated or constituted. (d) Stockholder has all requisite power, capacity and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The executionexecution and delivery of this Agreement by Stockholder and the consummation by Stockholder of the transactions contemplated hereby have been duly authorized by all necessary action, if any, on the part of Stockholder (or its board of directors or similar governing body, as applicable), and no other actions or proceedings on the part of Stockholder are necessary to authorize the execution and delivery and performance by Stockholder of this Agreement and the consummation by Stockholder of the transactions contemplated hereby are (i) if Stockholder is an entity, within the corporate or other organizational powers of Stockholder and have been duly authorized by all necessary corporate or other organizational action or (ii) if Stockholder is an individual, within the capacity of Stockholderhereby. This Agreement has been duly executed and delivered by Xxxxxxxxxxx and, assuming the due authorization, execution and delivery of this Agreement by Parent, constitutes a legal, valid and binding Agreement obligation of Stockholder, enforceable against Stockholder in accordance with its terms, subject only to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and similar law laws affecting creditors’ rights and remedies generally and to rules general principles of law governing specific performance, injunctive relief and other equitable remedies. If Stockholder is married and the Shares and Company Stock Options set forth on the signature page hereto constitute community property under Applicable Law, this Agreement has been duly authorized, executed and delivered by, and constitutes the legal, valid and binding agreement of, such Stockholder’s spouse, subject to the effect of any applicable bankruptcy, insolvency, moratorium or similar law affecting creditors’ rights generally and to rules of law governing specific performance, injunctive relief and other equitable remedies. If this Agreement is being executed in a representative or fiduciary capacity, the Person signing this Agreement has full power and authority to enter into and perform this Agreementequity. (de) The execution and delivery of this Agreement by Stockholder does not, and the performance of this Agreement by Stockholder of its agreements and obligations hereunder will not, (i) require Stockholder to obtain any consentconflict with, approval, authorization, waiver or permit of any Governmental Authority, (ii) conflict with or violate any laws, statutes, ordinances, codes, orders, rules, regulations and other legally enforceable requirements enacted, issued, adopted, promulgated, enforced, ordered or applied by any Governmental Authority applicable to Stockholder or by which any property of Stockholder is bound or affected, or (iii) result in any a breach or violation of or constitute a default under (with or an event which, with without notice or lapse of time, time or otherwise, would constitute a defaultboth), or give rise require notice to a right or the consent of termination or cancellationany person under, an acceleration any provisions of performance required, a loss the organizational documents of benefitsStockholder (if applicable), or result in the creation of a Lien on any asset of Stockholder pursuant to, any agreement, instrument commitment, law, rule, regulation, judgment, order or indenture decree to which Stockholder is a party or by which Stockholder is is, or any of its assets are, bound, except in the case of clauses (ii) and (iii) for any such conflicts, violations, breaches, violations or defaults that would not, individually or other occurrences in the aggregate, prevent or delay consummation of the type referred to above which would not preventMerger and the transactions contemplated by the Merger Agreement and this Agreement or otherwise prevent or delay Stockholder from performing his, delay her or impair Stockholder’s ability to perform its obligations under this Agreement. (e) Stockholder has not entered into any agreement or commitment with any Person that is inconsistent with this Agreement. (f) Stockholder consents agrees that Stockholder will not in Stockholder’s capacity as a stockholder of the Company bring, commence, institute, maintain, prosecute or voluntary aid any action, claim, suit or cause of action, in law or in equity, in any court or before any governmental entity, which (i) challenges the validity or seeks to enjoin the treatment operation of all Derivative Securities any provision of Belo this Agreement or (ii) alleges that the execution and delivery of this Agreement by Stockholder, either alone or together with the other Company voting agreements and proxies to be delivered in connection with the manner set forth in Section 2.3 execution of the Merger Agreement, including or the cancellation without consideration adoption and approval of Options that have an exercise price greater than the Merger ConsiderationAgreement by the Company’s Board of Directors, breaches any fiduciary duty of the Company’s Board of Directors or any member thereof.

Representations, Warranties and Covenants of Stockholder. 5.1 Stockholder representshereby represents and warrants to TIBCO that, warrants as of the date hereof and covenants to Gannett that: (a) at all times until the Expiration Date, (i) Stockholder beneficially owns (as such term is defined in Rule 13d-3 under and will be the Exchange Act) and (except with respect to shares held in street name) owns of record all beneficial owner of the Shares listed shares of Insightful Common Stock (unless otherwise Transferred in accordance with this Agreement, including, but not limited to pursuant to a Permitted Transfer), and the options, warrants and other rights to purchase shares of Insightful Common Stock, set forth on Exhibit A attached hereto as owned by Stockholder as signature page of this Agreement, with full power to vote or direct the voting of the date hereofShares; (ii) the Shares are and will be, unless otherwise Transferred in accordance with this Agreement, including, but not limited to pursuant to a Permitted Transfer, free and clear of all Liensany liens, proxies and restrictions pledges, security interests, claims, options, rights of first refusal, co-sale rights, charges or other encumbrances of any kind or nature (other than pursuant to the terms of restricted stock agreements as in effect on the right to vote or Transfer such Shares, except for any such Liens and restrictions arising hereunder date hereof and except for Transfer applicable restrictions of general applicability on transfer under the Securities Act of 1933, as amended, applicable securities laws or under this Agreement and state “blue sky” except for applicable community property laws. Without limiting the foregoing, except to the extent set forth in this Agreement, Stockholder has the sole power, authority and legal capacity to vote and Transfer Stockholder’s Shares listed on Exhibit A attached hereto and no Person other than Stockholder has any right to direct or approve the voting or disposition of any of Stockholder’s Shares. As of the date hereof, Stockholder does not own, beneficially or of record, any voting securities of Belo other than the number of Shares set forth on Exhibit A attached hereto. ); (biii) Stockholder does not hold Own any securities of Insightful other than the shares of Insightful Common Stock, and options, warrants or and other rights to acquire any additional purchase shares of Belo Common Stock or any securities exercisable for or convertible into shares of Belo Insightful Common Stock, except as set forth below on the signature page of this Agreement; (iv) with respect to the Shares, Stockholder has and will have full power and authority to make, enter into and carry out the terms of this Agreement and the Proxy (unless such Shares are otherwise Transferred in accordance with this Agreement) and to perform Stockholder’s signature block on Exhibit A attached hereto obligations hereunder and thereunder; (collectively, “Derivative Securities”). (cv) The the execution, delivery and performance by Stockholder of this Agreement and the consummation by Stockholder of will not violate any agreement or court order to which the transactions contemplated hereby Shares are subject, including, without limitation, any voting agreement or voting trust; and (ivi) if Stockholder is an entity, within the corporate or other organizational powers of this Agreement has been duly and validly executed and delivered by Stockholder and have been duly authorized by all necessary corporate or other organizational action or (ii) if Stockholder is an individual, within the capacity of Stockholder. This Agreement constitutes a legal, valid and binding Agreement agreement of Stockholder, enforceable against Stockholder in accordance with its terms, subject only to: (A) laws of general application relating to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar law affecting creditors’ rights generally and to the relief of debtors; and (B) rules of law governing specific performance, injunctive relief and other equitable remedies. If . 5.2 Stockholder is married and agrees that it will not bring, commence, institute, maintain, prosecute, participate in or voluntarily aid any action, claim, suit or cause of action, in law or in equity, in any court or before any governmental entity, which (i) challenges the Shares and Company Stock Options set forth on validity of or seeks to enjoin the signature page hereto constitute community property under Applicable Law, this Agreement has been duly authorized, executed and delivered by, and constitutes the legal, valid and binding agreement of, such Stockholder’s spouse, subject to the effect operation of any applicable bankruptcy, insolvency, moratorium or similar law affecting creditors’ rights generally and to rules provision of law governing specific performance, injunctive relief and other equitable remedies. If this Agreement is being executed in a representative or fiduciary capacity, the Person signing this Agreement has full power and authority to enter into and perform this Agreement. , or (dii) The alleges that the execution and delivery of this Agreement by Stockholder does notStockholder, either alone or together with the other Insightful voting agreements and proxies to be delivered in connection with the performance of this Agreement by Stockholder will not, (i) require Stockholder to obtain any consent, approval, authorization, waiver or permit of any Governmental Authority, (ii) conflict with or violate any laws, statutes, ordinances, codes, orders, rules, regulations and other legally enforceable requirements enacted, issued, adopted, promulgated, enforced, ordered or applied by any Governmental Authority applicable to Stockholder or by which any property of Stockholder is bound or affected, or (iii) result in any breach of or constitute a default under (or an event which, with notice or lapse of time, or otherwise, would constitute a default), or give rise to a right of termination or cancellation, an acceleration of performance required, a loss of benefits, or result in the creation of a Lien on any asset of Stockholder pursuant to, any agreement, instrument or indenture to which Stockholder is a party or by which Stockholder is bound, except in the case of clauses (ii) and (iii) for any such conflicts, violations, breaches, defaults or other occurrences of the type referred to above which would not prevent, delay or impair Stockholder’s ability to perform its obligations under this Agreement. (e) Stockholder has not entered into any agreement or commitment with any Person that is inconsistent with this Agreement. (f) Stockholder consents to the treatment of all Derivative Securities of Belo in the manner set forth in Section 2.3 execution of the Merger Agreement, including or the cancellation without consideration approval of Options that have an exercise price greater than the Merger ConsiderationAgreement by the board of directors of Insightful, breaches any fiduciary duty of the board of directors of Insightful or any member thereof; provided, that Stockholder may defend against, contest or settle any such action, claim, suit or cause of action brought against Stockholder that relates solely to Stockholder’s capacity as a director or officer of Insightful.

Representations, Warranties and Covenants of Stockholder. Stockholder hereby represents, warrants and covenants to Gannett thatAcquiror as follows: (a) As of the date of this Agreement, Stockholder is the beneficial or record owner of, or exercises voting power over, that number of shares of Company Common Stock set forth on the signature page hereto (i) Stockholder all such shares owned beneficially owns (as such term is defined in Rule 13d-3 under the Exchange Act) and (except with respect to shares held in street name) owns or of record all of the Shares listed by Stockholder, or over which Stockholder exercises voting power, on Exhibit A attached hereto as owned by Stockholder as of the date hereof, free and clear of all Lienscollectively, proxies and restrictions on the right to vote or Transfer such “Shares, except for any such Liens and restrictions arising hereunder and except for Transfer restrictions of general applicability under the Securities Act of 1933, as amended, and state “blue sky” laws. Without limiting the foregoing, except to the extent set forth in this Agreement, Stockholder has the sole power, authority and legal capacity to vote and Transfer Stockholder’s Shares listed on Exhibit A attached hereto and no Person other than Stockholder has any right to direct or approve the voting or disposition of any of Stockholder’s Shares”). As of the date hereofof this Agreement, the Shares constitute Stockholder’s entire interest in the outstanding shares of Company Common Stock and Stockholder is not the beneficial or record holder of, and does not own, beneficially or of recordexercise voting power over, any other outstanding shares of capital stock of the Company. As of the date of this Agreement, no person not a signatory to this Agreement has a beneficial interest in or a right to acquire or vote any of the Shares (other than, (i) if Stockholder is a partnership, the rights and interest of persons and entities that own partnership interests in Stockholder under the partnership agreement governing Stockholder and applicable partnership law or (ii) if Stockholder is a married individual and resides in a State with community property laws, the community property interest of his or her spouse to the extent applicable under such community property laws). The Shares are and will be at all times up until the Expiration Date free and clear of any security interests, liens, claims, pledges, options, rights of first refusal, co-sale rights, agreements, limitations on Stockholder’s voting securities rights, charges and other encumbrances of Belo other than any nature that would adversely affect the number exercise or fulfillment of Shares the rights and obligations of the parties to this Agreement. Stockholder’s principal residence or place of business is set forth on Exhibit A attached the signature page hereto. (b) Stockholder does not hold any optionshas all requisite power, warrants or other rights capacity and authority to acquire any additional shares of Belo Common Stock or any securities exercisable for or convertible enter into shares of Belo Common Stock, except as set forth below Stockholder’s signature block on Exhibit A attached hereto (collectively, “Derivative Securities”). (c) this Agreement and to consummate the transactions contemplated hereby. The execution, execution and delivery and performance by Stockholder of this Agreement by Stockholder and the consummation by Stockholder of the transactions contemplated hereby are (i) if Stockholder is an entity, within the corporate or other organizational powers of Stockholder and have been duly authorized by all necessary corporate or other organizational action or (ii) action, if Stockholder is an individualany, within on the capacity part of Stockholder. This Agreement has been duly executed and delivered by Stockholder and, assuming the due authorization, execution and delivery of this Agreement by Acquiror, constitutes a legal, valid and binding Agreement obligation of Stockholder, enforceable against Stockholder in accordance with its terms, subject only to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and similar law laws affecting creditors’ rights and remedies generally and to rules general principles of law governing specific performance, injunctive relief and other equitable remedies. If Stockholder is married and the Shares and Company Stock Options set forth on the signature page hereto constitute community property under Applicable Law, this Agreement has been duly authorized, executed and delivered by, and constitutes the legal, valid and binding agreement of, such Stockholder’s spouse, subject to the effect of any applicable bankruptcy, insolvency, moratorium or similar law affecting creditors’ rights generally and to rules of law governing specific performance, injunctive relief and other equitable remedies. If this Agreement is being executed in a representative or fiduciary capacity, the Person signing this Agreement has full power and authority to enter into and perform this Agreementequity. (dc) The execution and delivery of this Agreement by Stockholder does not, and the performance of this Agreement by Stockholder of its agreements and obligations hereunder will not, conflict with, result in a breach or violation of or default (i) require Stockholder to obtain any consent, approval, authorization, waiver or permit of any Governmental Authority, (ii) conflict with or violate any laws, statutes, ordinances, codes, orders, rules, regulations and other legally enforceable requirements enacted, issued, adopted, promulgated, enforced, ordered or applied by any Governmental Authority applicable to Stockholder or by which any property of Stockholder is bound or affected, or (iii) result in any breach of or constitute a default under (or an event which, with without notice or lapse of timetime or both) under, or otherwise, would constitute a default), require notice to or give rise to a right the consent of termination or cancellation, an acceleration of performance required, a loss of benefits, or result in the creation of a Lien on any asset of Stockholder pursuant toperson under, any agreement, instrument law, rule, regulation, judgment, order or indenture to which Stockholder is a party or decree by which Stockholder is bound, except in the case of clauses (ii) and (iii) for any such conflicts, violations, breaches, violations or defaults that would not, individually or other occurrences of in the type referred to above which would not preventaggregate, prevent or delay Stockholder from performing his, her or impair Stockholder’s ability to perform its obligations under this Agreement. (ed) Stockholder has not entered into any makes no agreement or commitment with understanding herein as a director or officer of the Company. Stockholder signs solely in Stockholder’s capacity as a record holder and beneficial owner, as applicable, of Shares, and nothing herein shall limit or affect any Person that actions taken in Stockholder’s capacity as an officer or director of the Company. Without limiting the generality or effect of the foregoing, if the Stockholder is inconsistent with this Agreement. (f) a director of the Company, nothing herein shall prevent the Stockholder consents to from taking any action solely in such Stockholder’s capacity as a director of the treatment of all Derivative Securities of Belo Company in the manner set forth exercise of such director’s fiduciary duties with respect to an Acquisition Proposal or Superior Offer in Section 2.3 compliance with the terms of the Merger Agreement, including and none of such actions taken in accordance with the cancellation without consideration provisions of Options that have an exercise price greater than this Section 4(d) or in accordance with the provisions of the Merger ConsiderationAgreement shall be deemed to constitute a breach of this Agreement.

Representations, Warranties and Covenants of Stockholder. Stockholder hereby represents, warrants and covenants to Gannett thatParent as of the date hereof and as of the Effective Time as follows: (a) Stockholder is the beneficial owner of the Company Shares set forth on the signature page hereto and, except as otherwise set forth on the signature page hereto, (i) has held such Company Shares at all times since the date set forth on such signature page and (ii) did not acquire any such Company Shares in contemplation of the Merger. The Company Shares set forth on the signature page hereto constitute Stockholder’s entire interest in the outstanding capital stock of the Company. No person not a signatory to this Agreement has a beneficial interest in or a right to acquire or vote any of the Company Shares (other than, if Stockholder beneficially owns (as such term is defined a partnership, the rights and interest of persons and entities that own partnership interests in Rule 13d-3 Stockholder under the Exchange Act) partnership agreement governing Stockholder and (except with respect to shares held in street name) owns of record applicable partnership law). The Company Shares are and will be at all of times up until the Shares listed on Exhibit A attached hereto as owned by Stockholder as of the date hereof, Closing Date free and clear of any and all Liensliens, proxies and claims, options, charges or other encumbrances, other than (x) restrictions on transfer arising under applicable securities laws and the right Company’s Bylaws and (y) restrictions on transfer under this Agreement and the Existing Agreements (as defined below) to vote or Transfer such Shares, except for any such Liens and restrictions arising hereunder and except for Transfer restrictions which the Stockholder is a party that will terminate as of general applicability under the Securities Act of 1933, as amended, and state “blue sky” lawsClosing. Without limiting the foregoing, except to the extent set forth in this Agreement, Stockholder has the sole power, authority and legal capacity to vote and Transfer Stockholder’s Shares listed on Exhibit A attached hereto and no Person other than Stockholder has any right to direct principal residence or approve the voting or disposition place of any of Stockholder’s Shares. As of the date hereof, Stockholder does not own, beneficially or of record, any voting securities of Belo other than the number of Shares business is set forth on Exhibit A attached the signature page hereto. (b) If Stockholder does not hold any optionsis an entity, warrants Stockholder is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. Stockholder has all requisite power and authority (if Stockholder is an entity) or legal capacity (if Stockholder is a natural person) to enter into this Agreement, and each other rights agreement, document or certificate to acquire any additional shares of Belo Common Stock which it, he or any securities exercisable for she may become a party pursuant to this Agreement or convertible into shares of Belo Common Stockthe Merger Agreement (each, except as set forth below Stockholder’s signature block on Exhibit A attached hereto (collectively, a “Derivative SecuritiesStockholder Ancillary Agreement”). (c) , and to perform its, his or her obligations under this Agreement and each Stockholder Ancillary Agreement. The execution, execution and delivery and performance by Stockholder of this Agreement and each Stockholder Ancillary Agreement by Stockholder and the consummation by Stockholder of the transactions contemplated hereby are (i) if Stockholder is an entity, within the corporate or other organizational powers of Stockholder and thereby have been duly authorized by all necessary corporate or other organizational action or (ii) action, if Stockholder is an individualany, within on the capacity part of Stockholder. This Agreement constitutes has been, and on the Closing Date each Stockholder Ancillary Agreement will have been, duly executed and delivered by Stockholder and constitutes, or when executed by Stockholder shall constitute, a legal, valid and binding Agreement obligation of Stockholder, enforceable against Stockholder in accordance with its terms, subject only to the effect of any (a) applicable bankruptcy, insolvency, reorganization, moratorium or other similar law affecting creditors’ laws now or hereafter in effect relating to rights of creditors generally and to (b) rules of law and equity governing specific performance, injunctive relief and other equitable remedies. If . (c) No consent, approval, order, authorization, release or waiver of, or registration, declaration or filing with, any Person (not including a Governmental Entity) or to the knowledge of the Stockholder, any Governmental Entity, is necessary or required to be made or obtained by Stockholder is married to enable Stockholder to lawfully execute and the Shares deliver, enter into, and Company Stock Options set forth on the signature page hereto constitute community property perform its, his or her obligations under Applicable Law, this Agreement has been duly authorized, executed and delivered by, and constitutes the legal, valid and binding agreement of, such Stockholder’s spouse, subject to the effect of or any applicable bankruptcy, insolvency, moratorium or similar law affecting creditors’ rights generally and to rules of law governing specific performance, injunctive relief and other equitable remedies. If this Agreement is being executed in a representative or fiduciary capacity, the Person signing this Agreement has full power and authority to enter into and perform this Stockholder Ancillary Agreement. (d) The execution Stockholder understands and delivery of this Agreement by Stockholder does notagrees that, and pursuant to the performance of this Agreement by Stockholder will notMerger Agreement, (i) require Stockholder has certain obligations to obtain any consent, approval, authorization, waiver or permit of any Governmental Authority, indemnify Parent and certain other Parent Indemnitees as and to the extent set forth in the Merger Agreement and (ii) conflict with or violate any laws, statutes, ordinances, codes, orders, rules, regulations and other legally enforceable requirements enacted, issued, adopted, promulgated, enforced, ordered or applied by any Governmental Authority applicable to Stockholder or by which any property a portion of Stockholder is bound or affected, or (iii) result in any breach of or constitute a default under (or an event which, with notice or lapse of time, or otherwise, would constitute a default), or give rise to a right of termination or cancellation, an acceleration of performance required, a loss of benefits, or result in the creation of a Lien on any asset of Stockholder pursuant to, any agreement, instrument or indenture Closing Consideration to which Stockholder is a party or by may otherwise be entitled shall constitute security for those obligations and part of which Stockholder is bound, except in will be held back as the case of clauses (ii) and (iii) for any such conflicts, violations, breaches, defaults or other occurrences of the type referred to above which would not prevent, delay or impair Stockholder’s ability to perform its obligations under this AgreementHoldback Amount. (e) There is no private or governmental action, suit, proceeding, claim, mediation, arbitration or investigation pending before any Governmental Entity (each of the foregoing, an “Action”) against Stockholder has not entered into that relates in any agreement or commitment with any Person that is inconsistent with way to this Agreement, the Merger Agreement, any Stockholder Ancillary Agreement or any of the transactions contemplated hereby or thereby. To the knowledge of Stockholder, (a) no such Action has been threatened and (b) there is no reasonable basis for any such Action. (f) Stockholder consents to is not, in his/her/its capacity as such, obligated for the treatment payment of all Derivative Securities any fees or expenses of Belo any investment banker, broker, finder or similar party in connection with the manner set forth in Section 2.3 origin, negotiation or execution of the Merger Agreement or in connection with the Merger or any other transaction contemplated by the Merger Agreement. Neither Parent nor the Surviving Corporation shall incur any Liabilities, either directly or indirectly, to any such investment banker, broker, finder or similar party as a result of the Merger Agreement or the Merger or any other transaction contemplated by the Merger Agreement. (g) The Stockholder shall observe and comply with the Securities Act, and any and all other applicable federal or state securities laws, as now in effect and as from time to time amended and including those hereafter enacted or promulgated, in connection with any offer, sale, exchange, transfer, pledge or other disposition of the Parent Shares or any part thereof. (h) To the extent received by Stockholder, the Parent Shares will be acquired for investment for the Stockholders’ own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and the Stockholder has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, including the cancellation without consideration Stockholder further represents that such Stockholder does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of Options the Parent Shares. (i) The Stockholder is, and at the Closing will be, an “accredited investor” within the meaning of Rule 501 under the Securities Act, as presently in effect. Stockholder has substantial experience in evaluating and investing in securities of companies and acknowledges that have it has the capacity to protect its own interests in connection therewith, can bear the economic risk of its investment and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the Parent Shares. If other than an exercise price greater than individual, Stockholder also represents it has not been organized for the purpose of acquiring the Parent Shares. (j) Stockholder has received or has had full access to the most recent annual report of Parent on Form 10-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and each subsequent report or document filed by Parent with the Securities and Exchange Commission (the “SEC”) under Sections 13(a), 14 and 15(d) of the Exchange Act, and any other information Stockholder considered necessary or appropriate to make an informed investment decision with respect to the Merger Considerationand the Parent Shares, in each case a reasonable period of time prior to entering into this Agreement. Stockholder has had an opportunity to ask questions and receive answers from Parent regarding the terms and conditions of the Merger Agreement and to obtain additional information necessary to verify any information furnished to Stockholder or to which Stockholder had access, in each case a reasonable period of time prior to entering into this Agreement. Stockholder further understands and acknowledges that Parent may raise additional funds in the future through debt or equity financings to support its operations and any future equity financing could result in dilution to Stockholder and any future debt financing could likely involve covenants restricting Parent’s business activities. (k) Stockholder understands that the Parent Shares are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from Parent in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. In this connection, Stockholder represents that it is familiar with Rule 144 under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. (l) Subject to terms of any Underwriter Lock Up Agreement, Stockholder shall not offer, sell, exchange, transfer, pledge or otherwise dispose of any of the Parent Shares until the trading day after the Restriction Expiration Date and unless at that time either: (i) such transaction is permitted pursuant to the provisions of Rule 144 under the Securities Act or is pursuant to an effective registration statement; (ii) counsel representing Stockholder, reasonably satisfactory to Parent, shall have advised Parent in a written opinion letter reasonably satisfactory to Parent and Parent’s counsel, and upon which Parent and its counsel may rely, that no registration under the Securities Act is required in connection with the proposed offer, sale, exchange, transfer, pledge or other disposition; or (iii) an authorized representative of the SEC shall have rendered written advice to Stockholder (sought by Stockholder or counsel to Stockholder, with a copy thereof and of all other related communications delivered to Parent) to the effect that the SEC will take no action, or that the staff of the SEC will not recommend that the SEC take action, with respect to the proposed offer, sale, exchange, transfer, pledge or other disposition if consummated.

Representations, Warranties and Covenants of Stockholder. Stockholder hereby represents, warrants and covenants to Gannett thateach of SPAC, Pubco and Subject Seller as of the date hereof and throughout the Term as follows: (a) Stockholder has been furnished by or on behalf of SPAC all information (or provided access to all information it reasonably requested) regarding the business and financial condition of SPAC, Target, Pubco, the expected plans for future business activities and the merits and risks of an investment in the Subject Shares which Stockholder has reasonably requested or otherwise needs to evaluate the investment in the Subject Shares. Stockholder acknowledges receipt of and has reviewed and understands the following items (the “Disclosure Documents”): (i) the IPO Prospectus, (ii) each filing made by SPAC or Pubco with the SEC following the filing of the IPO Prospectus through the date of this Agreement, including the registration statement on Form F-4 of Pubco filed with the SEC (File No. 333-270390), which was declared effective on March 30, 2023, and related proxy statement of SPAC; and (iii) the BCA, a copy of which has been filed by SPAC with the SEC. Stockholder beneficially owns acknowledges that no person or entity has made or makes any representation or warranty to Stockholder in respect of SPAC, Target, Pubco, the Subject Shares, the Downside Protection Shares or the Transactions, other than the representations and warranties contained in this Agreement. In making its investment decision to hold and not redeem the Subject Shares, Stockholder is relying solely on investigations made by Stockholder and its representatives and the Disclosure Documents. (as b) Stockholder acknowledges that if any Downside Protection Shares are issued to Stockholder pursuant to Section 2.1, the issuance or resale of such term is defined in Rule 13d-3 Downside Protection Shares will not be registered under the Exchange Act) and (except with respect to shares held in street name) owns of record all of the Shares listed on Exhibit A attached hereto as owned by Stockholder as of the date hereof, free and clear of all Liens, proxies and restrictions on the right to vote or Transfer such Shares, except for any such Liens and restrictions arising hereunder and except for Transfer restrictions of general applicability under the U.S. Securities Act of 1933, as amendedamended (the “Securities Act”), and such Downside Protection Shares cannot be sold unless registered under the Securities Act and applicable state “blue sky” lawssecurities laws or an exemption from such registration is available. Without limiting Pursuant to the foregoing, except Stockholder acknowledges that until such time as the resale of the Downside Protection Shares have been registered under the Securities Act or may otherwise may be sold pursuant to an exemption from registration, any certificates representing (or book-entry recordings of) any Downside Protection Shares shall bear a customary restrictive legend or notation (and a stop-transfer order may be placed against transfer of any certificates evidencing such Downside Protection Shares) reflecting such limitations in form and substance reasonably acceptable to Pubco. Sxxxxxxxxxx acknowledges that the extent set forth in this AgreementDownside Protection Shares may not immediately be eligible for resale pursuant to Rule 144. Stockholder understands that as a result of the foregoing transfer restrictions (without lxxxxx the rights of Stockholder under Section 2.2 hereof), Stockholder may not be able to readily resell the Downside Protection Shares and may be required to bear the financial risk of an investment in the Downside Protection Shares for an indefinite period of time. Stockholder understands that it has the sole powerbeen advised to consult legal counsel prior to making any offer, authority and legal capacity to vote and Transfer Stockholder’s Shares listed on Exhibit A attached hereto and no Person other than Stockholder has any right to direct resale, pledge or approve the voting or disposition transfer of any of Stockholder’s the Downside Protection Shares. As of the date hereof, Stockholder does not own, beneficially or of record, any voting securities of Belo other than the number of Shares set forth on Exhibit A attached hereto. (b) Stockholder does not hold any options, warrants or other rights to acquire any additional shares of Belo Common Stock or any securities exercisable for or convertible into shares of Belo Common Stock, except as set forth below Stockholder’s signature block on Exhibit A attached hereto (collectively, “Derivative Securities”). (c) Stockholder, if an entity, has been duly formed or incorporated and is validly existing in good standing under the laws of its jurisdiction of incorporation or formation. The execution, delivery and performance by Stockholder of this Agreement and the consummation by Stockholder of the transactions contemplated hereby are (i) if Stockholder is an entity, within the corporate or other organizational powers of Stockholder and Stockholder, have been duly authorized by all necessary corporate or other organizational action or (ii) if Stockholder is an individual, within the capacity of Stockholder. This Agreement constitutes a legal, valid and binding Agreement of Stockholder, enforceable against Stockholder in accordance with its terms, subject only to the effect of any applicable bankruptcy, insolvency, moratorium or similar law affecting creditors’ rights generally and to rules of law governing specific performance, injunctive relief and other equitable remedies. If Stockholder is married and the Shares and Company Stock Options set forth on the signature page hereto will not constitute community property under Applicable Law, this Agreement has been duly authorized, executed and delivered by, and constitutes the legal, valid and binding agreement of, such Stockholder’s spouse, subject to the effect of any applicable bankruptcy, insolvency, moratorium or similar law affecting creditors’ rights generally and to rules of law governing specific performance, injunctive relief and other equitable remedies. If this Agreement is being executed in a representative or fiduciary capacity, the Person signing this Agreement has full power and authority to enter into and perform this Agreement. (d) The execution and delivery of this Agreement by Stockholder does not, and the performance of this Agreement by Stockholder will not, (i) require Stockholder to obtain any consent, approval, authorization, waiver or permit of any Governmental Authority, (ii) conflict with or violate any laws, statutes, ordinances, codes, orders, rules, regulations and other legally enforceable requirements enacted, issued, adopted, promulgated, enforced, ordered or applied by any Governmental Authority applicable to Stockholder or by which any property of Stockholder is bound or affected, or (iii) result in any breach of or constitute a default under (or an event which, with notice or lapse of time, or otherwise, would constitute a default), or give rise to a right of termination or cancellation, an acceleration of performance required, a loss of benefits, or result in the creation of a Lien on breach or default under or conflict with any asset of Stockholder pursuant tostatute, rule or regulation applicable to Stockholder, any agreementorder, instrument ruling or indenture regulation of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking, to which Stockholder is a party or by which Stockholder is bound, and will not violate any provisions of Stockholder’s organizational documents. This Agreement has been duly authorized, executed and delivered by Stockholder and constitutes a legal, valid and binding obligation of Stockholder enforceable against Stockholder in accordance with its terms, except in to the case extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of clauses general application affecting the enforcement of creditors’ rights generally and subject to general principles of equity. (iid) Stockholder, directly or indirectly through its affiliates, owns the Stockholder Shares, free and clear of any liens (iii) for any such conflictsother than imposed by applicable securities laws, violationsSPAC’s organizational documents and this Agreement). There are no proxies, breachesvoting rights, defaults shareholders’ agreements or other occurrences agreements or understandings, to which Stockholder or its affiliates is a party or bound with respect to the voting or transfer of the type referred to above which would not prevent, delay or impair Stockholder’s ability to perform its obligations under any Common Stock other than this Agreement. (e) Stockholder has and each of its affiliates holding Subject Shares is not entered into (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) or in any agreement Executive Order issued by the President of the United States and administered by OFAC, or commitment with a person or entity prohibited by any Person OFAC sanctions program, (ii) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (iii) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank. Stockholder agrees to, and to cause its affiliates to, provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that Stockholder or its affiliates, as applicable, is inconsistent with this Agreement. (f) permitted to do so under applicable law. If Stockholder consents or its affiliates holding Subject Shares is a financial institution subject to the treatment Bank Secrecy Act (31 U.S.C. Section 5311 et seq.), as amended by the USA PATRIOT Act of all Derivative Securities 2001, and its implementing regulations (collectively, the “BSA/Patriot Act”), Stockholder and such affiliates, as applicable, maintain policies and procedures reasonably designed to comply with applicable obligations under the BSA/Patriot Act. To the extent required, Stockholder and each of Belo in its affiliates holding Subject Shares maintains policies and procedures reasonably designed (i) for the manner set forth in Section 2.3 screening of its investors against the Merger Agreement, including OFAC sanctions programs and (ii) to ensure that the cancellation without consideration of Options that have an exercise price greater than funds held by Stockholder and/or its designated purchasing affiliates and used to purchase the Merger ConsiderationSubject Shares were legally derived.

Representations, Warranties and Covenants of Stockholder. Stockholder hereby represents, warrants and covenants to Gannett thateach of SPAC, Pubco and Subject Seller as of the date hereof and throughout the Term as follows: (a) Stockholder has been furnished by or on behalf of SPAC all information (or provided access to all information it reasonably requested) regarding the business and financial condition of SPAC, Target, Pubco, the expected plans for future business activities and the merits and risks of an investment in the Subject Shares which Stockholder has reasonably requested or otherwise needs to evaluate the investment in the Subject Shares. Stockholder acknowledges receipt of and has reviewed and understands the following items (the “Disclosure Documents”): (i) the IPO Prospectus, (ii) each filing made by SPAC or Pubco with the SEC following the filing of the IPO Prospectus through the date of this Agreement, including the registration statement on Form F-4 of Pubco filed with the SEC (File No. 333-270390), which was declared effective on March 30, 2023, and related proxy statement of SPAC; and (iii) the BCA, a copy of which has been filed by SPAC with the SEC. Stockholder beneficially owns acknowledges that no person or entity has made or makes any representation or warranty to Stockholder in respect of SPAC, Target, Pubco, the Subject Shares, the Downside Protection Shares or the Transactions, other than the representations and warranties contained in this Agreement. In making its investment decision to hold and not redeem the Subject Shares, Stockholder is relying solely on investigations made by Stockholder and its representatives and the Disclosure Documents. (as b) Stockholder acknowledges that if any Downside Protection Shares are issued to Stockholder pursuant to ‎Section 2.1, the issuance or resale of such term is defined in Rule 13d-3 Downside Protection Shares will not be registered under the Exchange Act) and (except with respect to shares held in street name) owns of record all of the Shares listed on Exhibit A attached hereto as owned by Stockholder as of the date hereof, free and clear of all Liens, proxies and restrictions on the right to vote or Transfer such Shares, except for any such Liens and restrictions arising hereunder and except for Transfer restrictions of general applicability under the U.S. Securities Act of 1933, as amendedamended (the “Securities Act”), and such Downside Protection Shares cannot be sold unless registered under the Securities Act and applicable state “blue sky” lawssecurities laws or an exemption from such registration is available. Without limiting Pursuant to the foregoing, except Stockholder acknowledges that until such time as the resale of the Downside Protection Shares have been registered under the Securities Act or may otherwise may be sold pursuant to an exemption from registration, any certificates representing (or book-entry recordings of) any Downside Protection Shares shall bear a customary restrictive legend or notation (and a stop-transfer order may be placed against transfer of any certificates evidencing such Downside Protection Shares) reflecting such limitations in form and substance reasonably acceptable to Pubco. Sxxxxxxxxxx acknowledges that the extent set forth in this AgreementDownside Protection Shares may not immediately be eligible for resale pursuant to Rule 144. Stockholder understands that as a result of the foregoing transfer restrictions (without lxxxxx the rights of Stockholder under ‎Section 2.2 hereof), Stockholder may not be able to readily resell the Downside Protection Shares and may be required to bear the financial risk of an investment in the Downside Protection Shares for an indefinite period of time. Stockholder understands that it has the sole powerbeen advised to consult legal counsel prior to making any offer, authority and legal capacity to vote and Transfer Stockholder’s Shares listed on Exhibit A attached hereto and no Person other than Stockholder has any right to direct resale, pledge or approve the voting or disposition transfer of any of Stockholder’s the Downside Protection Shares. As of the date hereof, Stockholder does not own, beneficially or of record, any voting securities of Belo other than the number of Shares set forth on Exhibit A attached hereto. (b) Stockholder does not hold any options, warrants or other rights to acquire any additional shares of Belo Common Stock or any securities exercisable for or convertible into shares of Belo Common Stock, except as set forth below Stockholder’s signature block on Exhibit A attached hereto (collectively, “Derivative Securities”). (c) Stockholder, if an entity, has been duly formed or incorporated and is validly existing in good standing under the laws of its jurisdiction of incorporation or formation. The execution, delivery and performance by Stockholder of this Agreement and the consummation by Stockholder of the transactions contemplated hereby are (i) if Stockholder is an entity, within the corporate or other organizational powers of Stockholder and Stockholder, have been duly authorized by all necessary corporate or other organizational action or (ii) if Stockholder is an individual, within the capacity of Stockholder. This Agreement constitutes a legal, valid and binding Agreement of Stockholder, enforceable against Stockholder in accordance with its terms, subject only to the effect of any applicable bankruptcy, insolvency, moratorium or similar law affecting creditors’ rights generally and to rules of law governing specific performance, injunctive relief and other equitable remedies. If Stockholder is married and the Shares and Company Stock Options set forth on the signature page hereto will not constitute community property under Applicable Law, this Agreement has been duly authorized, executed and delivered by, and constitutes the legal, valid and binding agreement of, such Stockholder’s spouse, subject to the effect of any applicable bankruptcy, insolvency, moratorium or similar law affecting creditors’ rights generally and to rules of law governing specific performance, injunctive relief and other equitable remedies. If this Agreement is being executed in a representative or fiduciary capacity, the Person signing this Agreement has full power and authority to enter into and perform this Agreement. (d) The execution and delivery of this Agreement by Stockholder does not, and the performance of this Agreement by Stockholder will not, (i) require Stockholder to obtain any consent, approval, authorization, waiver or permit of any Governmental Authority, (ii) conflict with or violate any laws, statutes, ordinances, codes, orders, rules, regulations and other legally enforceable requirements enacted, issued, adopted, promulgated, enforced, ordered or applied by any Governmental Authority applicable to Stockholder or by which any property of Stockholder is bound or affected, or (iii) result in any breach of or constitute a default under (or an event which, with notice or lapse of time, or otherwise, would constitute a default), or give rise to a right of termination or cancellation, an acceleration of performance required, a loss of benefits, or result in the creation of a Lien on breach or default under or conflict with any asset of Stockholder pursuant tostatute, rule or regulation applicable to Stockholder, any agreementorder, instrument ruling or indenture regulation of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking, to which Stockholder is a party or by which Stockholder is bound, and will not violate any provisions of Stockholder’s organizational documents. This Agreement has been duly authorized, executed and delivered by Stockholder and constitutes a legal, valid and binding obligation of Stockholder enforceable against Stockholder in accordance with its terms, except in to the case extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of clauses general application affecting the enforcement of creditors’ rights generally and subject to general principles of equity. (iid) Stockholder, directly or indirectly through its affiliates, owns the Stockholder Shares, free and clear of any liens (iii) for any such conflictsother than imposed by applicable securities laws, violationsSPAC’s organizational documents and this Agreement). There are no proxies, breachesvoting rights, defaults shareholders’ agreements or other occurrences agreements or understandings, to which Stockholder or its affiliates is a party or bound with respect to the voting or transfer of the type referred to above which would not prevent, delay or impair Stockholder’s ability to perform its obligations under any Common Stock other than this Agreement. (e) Stockholder has and each of its affiliates holding Subject Shares is not entered into (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) or in any agreement Executive Order issued by the President of the United States and administered by OFAC, or commitment with a person or entity prohibited by any Person OFAC sanctions program, (ii) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (iii) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank. Stockholder agrees to, and to cause its affiliates to, provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that Stockholder or its affiliates, as applicable, is inconsistent with this Agreement. (f) permitted to do so under applicable law. If Stockholder consents or its affiliates holding Subject Shares is a financial institution subject to the treatment Bank Secrecy Act (31 U.S.C. Section 5311 et seq.), as amended by the USA PATRIOT Act of all Derivative Securities 2001, and its implementing regulations (collectively, the “BSA/Patriot Act”), Stockholder and such affiliates, as applicable, maintain policies and procedures reasonably designed to comply with applicable obligations under the BSA/Patriot Act. To the extent required, Stockholder and each of Belo in its affiliates holding Subject Shares maintains policies and procedures reasonably designed (i) for the manner set forth in Section 2.3 screening of its investors against the Merger Agreement, including OFAC sanctions programs and (ii) to ensure that the cancellation without consideration of Options that have an exercise price greater than funds held by Stockholder and/or its designated purchasing affiliates and used to purchase the Merger ConsiderationSubject Shares were legally derived.

Representations, Warranties and Covenants of Stockholder. Stockholder hereby represents, warrants and covenants to Gannett thatParent as follows: (a) (i) Stockholder beneficially owns (as such term is defined in Rule 13d-3 under the Exchange Act) and (except with respect to shares held in street name) owns of record all of the Shares listed on Exhibit A attached hereto as owned by Stockholder as of the date hereof, free and clear of all Liens, proxies and restrictions on the right to vote or Transfer such Shares, except for any such Liens and restrictions arising hereunder and except for Transfer restrictions of general applicability under the Securities Act of 1933, as amended, and state “blue sky” laws. Without limiting the foregoing, except to the extent set forth in this Agreement, Stockholder has the sole power, authority and legal capacity to vote and Transfer Stockholder’s Shares listed on Exhibit A attached hereto and no Person other than Stockholder has any right to direct or approve the voting or disposition of any of Stockholder’s Shares. As of the date hereof, Stockholder does not ownis the beneficial or record owner of, or exercises voting power over, that number of shares of Parent Capital Stock set forth on the signature page hereto (all such shares owned beneficially or of recordrecord by Stockholder, or over which Stockholder exercises voting power, on the date hereof, collectively, the “Shares”). The Shares constitute Stockholder’s entire interest in the outstanding shares of the capital stock of Parent and Stockholder is not the beneficial or record holder of, and does not exercise voting power over, any voting securities other outstanding shares of Belo capital stock of Parent other than any non-voting interest in outstanding Parent Warrants or other similar non-voting rights to acquire shares of capital stock of Parent. Stockholder has sole right to vote and sole power of disposition and sole power to agree and to issue instructions with respect to all Shares and the number other matters contemplated herein, with no restrictions on Stockholder’s right and powers of voting or disposition pertaining thereto and no person not a signatory to this Agreement has a beneficial interest in or a right to acquire or vote any of the Shares (other than, if Stockholder is a partnership or a limited liability company, the rights and interest of persons and entities that own partnership interests or units in Stockholder under the partnership agreement or operating agreement governing Stockholder and applicable partnership or limited liability company law, or if Stockholder is a married individual and resides in a state with community property laws, the community property interest of his or her spouse to the extent applicable under such community property laws, which spouse hereby consents to this Agreement by executing the spousal consent attached hereto). The Shares are and will be at all times up until the Expiration Time free and clear of any security interests, liens, claims, pledges, options, rights of first refusal, co-sale rights, agreements, limitations on Stockholder’s voting rights, charges and other encumbrances of any nature (other than any encumbrances created by this Agreement or arising under applicable federal and state securities laws) that could adversely affect the Merger, the Merger Agreement, or the exercise or fulfillment of the rights and obligations of the Company, Parent, Merger Sub or Stockholder under this Agreement or the Merger Agreement. Stockholder’s principal residence or place of business is set forth on Exhibit A attached the signature page hereto. (b) If Stockholder does not hold any optionsis a corporation, warrants limited partnership or other rights to acquire any additional shares limited liability company, Stockholder is an entity duly organized, validly existing and in good standing under the laws of Belo Common Stock the jurisdiction in which it is incorporated, organized or any securities exercisable for or convertible into shares of Belo Common Stock, except as set forth below Stockholder’s signature block on Exhibit A attached hereto (collectively, “Derivative Securities”)constituted. (c) Stockholder has all requisite power, capacity and authority to enter into this Agreement and to perform its obligations under this Agreement and consummate the transactions contemplated hereby. The executionexecution and delivery of this Agreement by Stockholder and the consummation by Stockholder of the transactions contemplated hereby have been duly authorized by all necessary action, if any, on the part of Stockholder (or its board of directors or similar governing body, as applicable), and no other actions or proceedings on the part of Stockholder are necessary to authorize the execution and delivery and performance by Stockholder of this Agreement and the consummation by Stockholder of the transactions contemplated hereby are (i) if Stockholder is an entity, within the corporate or other organizational powers of Stockholder and have been duly authorized by all necessary corporate or other organizational action or (ii) if Stockholder is an individual, within the capacity of Stockholderhereby. This Agreement has been duly executed and delivered by Stockholder and, assuming the due authorization, execution and delivery of this Agreement by Parent, constitutes a legal, valid and binding Agreement obligation of Stockholder, enforceable against Stockholder in accordance with its terms, subject only to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and similar law laws affecting creditors’ rights and remedies generally and to rules general principles of law governing specific performance, injunctive relief and other equitable remedies. If Stockholder is married and the Shares and Company Stock Options set forth on the signature page hereto constitute community property under Applicable Law, this Agreement has been duly authorized, executed and delivered by, and constitutes the legal, valid and binding agreement of, such Stockholder’s spouse, subject to the effect of any applicable bankruptcy, insolvency, moratorium or similar law affecting creditors’ rights generally and to rules of law governing specific performance, injunctive relief and other equitable remedies. If this Agreement is being executed in a representative or fiduciary capacity, the Person signing this Agreement has full power and authority to enter into and perform this Agreementequity. (d) The execution and delivery of this Agreement by Stockholder does not, and the performance of this Agreement by Stockholder of its agreements and obligations hereunder will not, (i) require Stockholder to obtain any consentconflict with, approval, authorization, waiver or permit of any Governmental Authority, (ii) conflict with or violate any laws, statutes, ordinances, codes, orders, rules, regulations and other legally enforceable requirements enacted, issued, adopted, promulgated, enforced, ordered or applied by any Governmental Authority applicable to Stockholder or by which any property of Stockholder is bound or affected, or (iii) result in any a breach or violation of or constitute a default under (with or an event which, with without notice or lapse of time, time or otherwise, would constitute a defaultboth), or give rise require notice to a right or the consent of termination or cancellationany person under, an acceleration any provisions of performance required, a loss the organizational documents of benefitsStockholder (if applicable), or result in the creation of a Lien on any asset of Stockholder pursuant to, any agreement, instrument commitment, law, rule, regulation, judgment, order or indenture decree to which Stockholder is a party or by which Stockholder is is, or any of its assets are, bound, except in the case of clauses (ii) and (iii) for any such conflicts, violations, breaches, violations or defaults that would not, individually or other occurrences in the aggregate, prevent or delay consummation of the type referred to above which would not preventMerger and the Parent Transactions and the transactions contemplated by this Agreement or otherwise prevent or materially delay Stockholder from performing his, delay her or impair Stockholder’s ability to perform its obligations under this Agreement. (e) Stockholder acknowledges that Stockholder has not entered into any agreement received a copy of the Merger Agreement and familiarized himself, herself, or commitment itself with any Person that is inconsistent with this Agreementthe terms and conditions contained therein. (f) No broker, investment banker, financial advisor or other person (including Stockholder) is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission that is payable by the Company, Parent or any of their respective affiliates in connection with the Merger Agreement and the transactions contemplated thereby based upon arrangements made by or on behalf of Stockholder consents to the treatment of all Derivative Securities of Belo in its capacity as such, other than as disclosed in the manner set forth in Section 2.3 of the Merger AgreementCompany Disclosure Schedule or Parent Disclosure Schedule, including the cancellation without consideration of Options that have an exercise price greater than the Merger Considerationas applicable.

Representations, Warranties and Covenants of Stockholder. Stockholder hereby represents, warrants and covenants to Gannett thatthe Company and Parent as follows: (a) Stockholder is the beneficial or record owner of, or exercises voting power over, that number of shares of Company Capital Stock set forth on the signature page hereto (i) Stockholder all such shares owned beneficially owns (as such term is defined in Rule 13d-3 under the Exchange Act) and (except with respect to shares held in street name) owns or of record all of the Shares listed by Stockholder, or over which Stockholder exercises voting power, on Exhibit A attached hereto as owned by Stockholder as of the date hereof, collectively, the “Shares”). The Shares constitute Stockholder’s entire interest in the outstanding shares of the capital stock of the Company and Stockholder is not the beneficial or record holder of, and does not exercise voting power over, any other outstanding shares of capital stock of the Company other than any non-voting interest in outstanding Company Options or Company Warrants or other similar non-voting rights to acquire shares of capital stock of the Company. Stockholder has sole right to vote and execute Stockholder written consents and sole power of disposition and sole power to agree and to issue instructions with respect to all Shares and the other matters contemplated herein, with no restrictions on Stockholder’s right and powers of voting or disposition pertaining thereto and no person not a signatory to this Agreement has a beneficial interest in or a right to acquire or vote any of the Shares (other than, if Stockholder is a partnership or a limited liability company, the rights and interest of persons and entities that own partnership interests or units in Stockholder under the partnership agreement or operating agreement governing Stockholder and applicable partnership or limited liability company law, or if Stockholder is a married individual and resides in a state with community property laws, the community property interest of his or her spouse to the extent applicable under such community property laws, which spouse hereby consents to this Agreement by executing the spousal consent attached hereto). The Shares are and will be at all times up until the Expiration Time free and clear of all Liensany security interests, proxies liens, claims, pledges, options, rights of first refusal, co-sale rights, agreements, limitations on Stockholder’s voting rights, charges and restrictions on the right to vote other encumbrances of any nature (other than any encumbrances created by this Agreement or Transfer such Shares, except for any such Liens and restrictions arising hereunder and except for Transfer restrictions of general applicability under the Securities Act of 1933, as amended, applicable federal and state “blue sky” securities laws. Without limiting ) that could adversely affect the foregoingMerger, except to the extent set forth in this Merger Agreement, or the exercise or fulfillment of the rights and obligations of the Company, Parent, Merger Sub or Stockholder has under this Agreement or the sole power, authority and legal capacity to vote and Transfer Merger Agreement. Stockholder’s Shares listed on Exhibit A attached hereto and no Person other than Stockholder has any right to direct principal residence or approve the voting or disposition place of any of Stockholder’s Shares. As of the date hereof, Stockholder does not own, beneficially or of record, any voting securities of Belo other than the number of Shares business is set forth on Exhibit A attached the signature page hereto. (b) If Stockholder does not hold any optionsis a corporation, warrants limited partnership or other rights to acquire any additional shares limited liability company, Stockholder is an entity duly organized, validly existing and in good standing under the laws of Belo Common Stock the jurisdiction in which it is incorporated, organized or any securities exercisable for or convertible into shares of Belo Common Stock, except as set forth below Stockholder’s signature block on Exhibit A attached hereto (collectively, “Derivative Securities”)constituted. (c) Stockholder has all requisite power, capacity and authority to enter into this Agreement and to perform its obligations under this Agreement and consummate the transactions contemplated hereby. The executionexecution and delivery of this Agreement by Stockholder and the consummation by Stockholder of the transactions contemplated hereby have been duly authorized by all necessary action, if any, on the part of Stockholder (or its board of directors or similar governing body, as applicable), and no other actions or proceedings on the part of Stockholder are necessary to authorize the execution and delivery and performance by Stockholder of this Agreement and the consummation by Stockholder of the transactions contemplated hereby are (i) if Stockholder is an entity, within the corporate or other organizational powers of Stockholder and have been duly authorized by all necessary corporate or other organizational action or (ii) if Stockholder is an individual, within the capacity of Stockholderhereby. This Agreement has been duly executed and delivered by Stockholder and, assuming the due authorization, execution and delivery of this Agreement by the Company, constitutes a legal, valid and binding Agreement obligation of Stockholder, enforceable against Stockholder in accordance with its terms, subject only to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and similar law laws affecting creditors’ rights and remedies generally and to rules general principles of law governing specific performance, injunctive relief and other equitable remedies. If Stockholder is married and the Shares and Company Stock Options set forth on the signature page hereto constitute community property under Applicable Law, this Agreement has been duly authorized, executed and delivered by, and constitutes the legal, valid and binding agreement of, such Stockholder’s spouse, subject to the effect of any applicable bankruptcy, insolvency, moratorium or similar law affecting creditors’ rights generally and to rules of law governing specific performance, injunctive relief and other equitable remedies. If this Agreement is being executed in a representative or fiduciary capacity, the Person signing this Agreement has full power and authority to enter into and perform this Agreementequity. (d) The execution and delivery of this Agreement by Stockholder does not, and the performance of this Agreement by Stockholder of its agreements and obligations hereunder will not, (i) require Stockholder to obtain any consentconflict with, approval, authorization, waiver or permit of any Governmental Authority, (ii) conflict with or violate any laws, statutes, ordinances, codes, orders, rules, regulations and other legally enforceable requirements enacted, issued, adopted, promulgated, enforced, ordered or applied by any Governmental Authority applicable to Stockholder or by which any property of Stockholder is bound or affected, or (iii) result in any a breach or violation of or constitute a default under (with or an event which, with without notice or lapse of time, time or otherwise, would constitute a defaultboth), or give rise require notice to a right or the consent of termination or cancellationany person under, an acceleration any provisions of performance required, a loss the organizational documents of benefitsStockholder (if applicable), or result in the creation of a Lien on any asset of Stockholder pursuant to, any agreement, instrument commitment, law, rule, regulation, judgment, order or indenture decree to which Stockholder is a party or by which Stockholder is is, or any of its assets are, bound, except in the case of clauses (ii) and (iii) for any such conflicts, violations, breaches, violations or defaults that would not, individually or other occurrences in the aggregate, prevent or delay consummation of the type referred to above which would not prevent, delay or impair Stockholder’s ability to perform its obligations under this Agreement.Merger and the transactions (e) Stockholder acknowledges that Stockholder has not entered into any agreement or commitment received a copy of the Merger Agreement and familiarized itself with any Person that is inconsistent with this Agreementthe terms and conditions contained therein, including provisions relating to the payment and allocation of the consideration to be paid to the securityholders of the Company. (f) No broker, investment banker, financial advisor or other person (including Stockholder) is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission that is payable by the Company, Parent or any of their respective affiliates in connection with the Merger Agreement and the transactions contemplated thereby based upon arrangements made by or on behalf of Stockholder consents to the treatment of all Derivative Securities of Belo in its capacity as such, other than as disclosed in the manner set forth in Section 2.3 Company Disclosure Schedule or Parent Disclosure Schedule, as applicable. (g) Stockholder has had an opportunity to review with his, her or its own tax advisors the tax consequences of the Merger Agreement, including and the cancellation without consideration of Options that have an exercise price greater than transactions contemplated by the Merger ConsiderationAgreement. Stockholder understands that he, she or it must rely solely on his, her or its advisors and not on any statements or representations made by Parent, the Company or any of their agents or representatives. Stockholder understands that such Stockholder (and not Parent, the Company or the Surviving Corporation) shall be responsible for such Stockholder’s tax liability that may arise as a result of the Merger or the transactions contemplated by the Merger Agreement.

Representations, Warranties and Covenants of Stockholder. Stockholder hereby represents, warrants and covenants to Gannett thatParent as follows: (a) Stockholder is the beneficial or record owner of, or exercises voting power over, that number of shares of Parent Common Stock set forth on Schedule A hereto (i) Stockholder all such shares owned beneficially owns (as such term is defined in Rule 13d-3 under the Exchange Act) and (except with respect to shares held in street name) owns or of record all of by Stockholder, or over which Stockholder exercises voting power, together with the Shares listed Parent Stock Options and Other Rights, on Exhibit A attached hereto as owned by Stockholder as of the date hereof, collectively, the “Shares”). The Shares constitute Stockholder’s entire interest in the outstanding shares of Parent Common Stock and Stockholder is not the beneficial or record holder of, and does not exercise voting power over, any other outstanding shares of capital stock of Parent or any other securities convertible into or excersiable or exchangeable for any shares of capital stock of Parent. No Person not a signatory to this Agreement has a beneficial interest in or a right to acquire or vote any of the Shares (other than, if Stockholder is a partnership or a limited liability company, the rights and interest of Persons that own partnership interests or units in Stockholder under the partnership agreement or operating agreement governing Stockholder and applicable partnership or limited liability company law, or if Stockholder is a married individual and resides in a state with community property laws, the community property interest of his or her spouse to the extent applicable under such community property laws; provided, however, that any such married Stockholder shall cause his or her spouse to deliver, on the date hereof, a consent of spouse in substantially the form attached hereto as Exhibit A). At the Expiration Time, the Shares will be free and clear of all Liensany security interests, proxies liens, claims, pledges, options, rights of first refusal, co-sale rights, agreements, limitations on Stockholder’s voting rights, charges and restrictions on other encumbrances of any nature that would hinder or prevent in any manner the right exercise or fulfillment of the rights and obligations of Stockholder under this Agreement or of the parties to vote or Transfer such Shares, except for any such Liens and restrictions arising hereunder and except for Transfer restrictions of general applicability under the Securities Act of 1933, as amended, and state “blue sky” laws. Without limiting the foregoing, except to the extent set forth in this Agreement, Stockholder has the sole power, authority and legal capacity to vote and Transfer . Stockholder’s Shares listed on Exhibit A attached hereto and no Person other than Stockholder has any right to direct principal residence or approve the voting or disposition place of any of Stockholder’s Shares. As of the date hereof, Stockholder does not own, beneficially or of record, any voting securities of Belo other than the number of Shares business is set forth on Exhibit A attached the signature page hereto. (b) Stockholder does not hold any optionshas all requisite power, warrants capacity and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Stockholder and the consummation by Stockholder of the transactions contemplated hereby have been duly authorized by all necessary action, if any, on the part of Stockholder (or its board of directors or similar governing body, as applicable), and no other rights actions or proceedings on the part of Stockholder are necessary to acquire any additional shares of Belo Common Stock or any securities exercisable for or convertible into shares of Belo Common Stock, except as set forth below Stockholder’s signature block on Exhibit A attached hereto (collectively, “Derivative Securities”). (c) The execution, authorize the execution and delivery and performance by Stockholder of this Agreement and the consummation by Stockholder of the transactions contemplated hereby are (i) if Stockholder is an entity, within the corporate or other organizational powers of Stockholder and have been duly authorized by all necessary corporate or other organizational action or (ii) if Stockholder is an individual, within the capacity of Stockholderhereby. This Agreement has been duly executed and delivered by Stockholder and, assuming due power and authority of, and due execution and delivery by, the other parties hereto, constitutes a legal, valid and binding Agreement obligation of Stockholder, enforceable against Stockholder in accordance with its terms, subject only to the effect of any applicable bankruptcy, insolvency, moratorium fraudulent transfer, moratorium, reorganization or similar law Laws affecting creditors’ the rights of creditors generally and to rules the availability of law governing specific performance, injunctive relief and other equitable remedies. If Stockholder remedies (regardless of whether such enforceability is married and the Shares and Company Stock Options set forth on the signature page hereto constitute community property under Applicable Law, this Agreement has been duly authorized, executed and delivered by, and constitutes the legal, valid and binding agreement of, such Stockholder’s spouse, subject to the effect of any applicable bankruptcy, insolvency, moratorium or similar law affecting creditors’ rights generally and to rules of law governing specific performance, injunctive relief and other equitable remedies. If this Agreement is being executed considered in a representative proceeding in equity or fiduciary capacity, the Person signing this Agreement has full power and authority to enter into and perform this Agreementat law). (dc) The execution and delivery of this Agreement by Stockholder does not, and the performance of this Agreement by Stockholder of his, her or its agreements, covenants, and obligations hereunder will not, (i) require Stockholder to obtain any consentconflict with, approval, authorization, waiver or permit of any Governmental Authority, (ii) conflict with or violate any laws, statutes, ordinances, codes, orders, rules, regulations and other legally enforceable requirements enacted, issued, adopted, promulgated, enforced, ordered or applied by any Governmental Authority applicable to Stockholder or by which any property of Stockholder is bound or affected, or (iii) result in any a breach or violation of or constitute a default under (with or an event which, with without notice or lapse of time, time or otherwise, would constitute a defaultboth), or give rise require notice to a right or the consent of termination or cancellationany Person under, an acceleration any provisions of performance required, a loss the organizational documents of benefitsStockholder (if applicable), or result in the creation of a Lien on any asset of Stockholder pursuant to, any agreement, instrument commitment, law, rule, regulation, judgment, order or indenture decree to which Stockholder is a party or by which Stockholder is is, or any of its assets are, bound, except in the case of clauses (ii) and (iii) for any such conflicts, violations, breaches, violations or defaults that would not, individually or other occurrences in the aggregate, prevent or delay consummation of the type referred to above which would not preventtransactions contemplated by this Agreement or otherwise prevent or delay Stockholder from performing his, delay her or impair Stockholder’s ability to perform its agreements, covenants or obligations under this Agreement. (ed) Stockholder has hereby agrees that he, she or it shall vote “for” the Parent Stockholder Approval Matters, Stockholder shall not entered into revoke or rescind the vote “for” the Parent Stockholder Approval Matters or any agreement resolution contained therein and further agrees not to adopt any resolutions rescinding or commitment with revoking the Parent Stockholder Approval Matters or any Person resolution contained therein, at any time prior to the Expiration Time. Stockholder agrees that is inconsistent with he, she or it will not bring, commence, institute, maintain, prosecute, participate in or voluntarily aid any action, claim, suit or cause of action, in law or in equity, in any court or before any governmental entity, that challenges the validity of or seeks to enjoin the operation of any provision of the Parent Stockholder Approval Matters or this Agreement. (f) Stockholder consents to the treatment of all Derivative Securities of Belo in the manner set forth in Section 2.3 of the Merger Agreement, including the cancellation without consideration of Options that have an exercise price greater than the Merger Consideration.