BuzzFeed, Inc. Sample Contracts

INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • January 15th, 2021 • 890 5th Avenue Partners, Inc. • Blank checks • New York

Pursuant to Section 1(k) of the Investment Management Trust Agreement between 890 5th Avenue Partners, Inc. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________, 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Stockholders of the Company $[_____] of the principal and interest income earned on the Property as of the date hereof to a segregated account held by you on behalf of the Beneficiaries for distribution to the Public Stockholders who have requested redemption of their shares of Common Stock. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.

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RE: Securities Subscription Agreement
890 5th Avenue Partners, Inc. • November 3rd, 2020 • Blank checks • Delaware

This agreement (this “Agreement”) is entered into on October 15, 2020 by and between 200 Park Avenue Partners, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and 890 5th Avenue Partners, Inc., a Delaware corporation (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 7,187,500 shares of common stock, $0.0001 par value per share, each of which is anticipated to be reclassified into shares of Class F common stock, $0.0001 par value per share (the foregoing, the “Shares”), prior to the initial public offering (“IPO”) of units (“Units”) of the Company, and up to 937,500 of which are subject to forfeiture by you if the underwriters of the IPO do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 11th, 2021 • 890 5th Avenue Partners, Inc. • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among 890 5th Avenue Partners, Inc., a Delaware corporation (the “Company”), 200 Park Avenue Partners, LLC, a Delaware limited liability company (the “Sponsor”), PA 2 Co-Investment LLC, a Delaware limited liability company (“Cowen Investments”), and Craig-Hallum Capital Group LLC and certain of ts affiliates (“Craig-Hallum” and together with the Sponsor and Cowen Investments, the “Founders”) and the undersigned parties listed under Holder on the signature page hereto (including the persons nominated as director of the Company, the “Director Nominees”; each such party, together with the Founders, members of the Founders and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).

INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • January 11th, 2021 • 890 5th Avenue Partners, Inc. • Blank checks • New York

Pursuant to Section 1(k) of the Investment Management Trust Agreement between 890 5th Avenue Partners, Inc. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________, 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Stockholders of the Company $[_____] of the principal and interest income earned on the Property as of the date hereof to a segregated account held by you on behalf of the Beneficiaries for distribution to the Public Stockholders who have requested redemption of their shares of Common Stock. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.

WARRANT AGREEMENT
Warrant Agreement • January 15th, 2021 • 890 5th Avenue Partners, Inc. • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of January 11, 2021, is by and between 890 5th Avenue Partners, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent” and, in its capacity as transfer agent, referred to herein as the “Transfer Agent”).

INDEMNITY AGREEMENT
Indemnity Agreement • January 6th, 2021 • 890 5th Avenue Partners, Inc. • Blank checks • Delaware

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [•], 2021, by and between 890 5TH AVENUE PARTNERS, INC., a Delaware corporation (the “Company”), and [•] (“Indemnitee”).

AT THE MARKET OFFERING AGREEMENT June 20, 2023
Market Offering Agreement • June 20th, 2023 • BuzzFeed, Inc. • Communications services, nec • New York

BuzzFeed, Inc., a corporation organized under the laws of Delaware (the “Company”), confirms its agreement (this “Agreement”) with Craig-Hallum Capital Group LLC (the “Manager”) as follows:

INDEMNITY AGREEMENT
Indemnity Agreement • December 9th, 2021 • BuzzFeed, Inc. • Communications services, nec • Delaware

This Indemnity Agreement, dated as of _____________, 2021 is made by and between BuzzFeed, Inc., a Delaware corporation (the “Company”), and _____________________, a director, officer or key employee of the Company or one of the Company’s Subsidiaries or Affiliates (as those terms are defined below) or other service provider who satisfies the definition of Indemnifiable Person set forth below (“Indemnitee”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 15th, 2021 • 890 5th Avenue Partners, Inc. • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 11, 2021, is made and entered into by and among 890 5th Avenue Partners, Inc., a Delaware corporation (the “Company”), 200 Park Avenue Partners, LLC, a Delaware limited liability company (the “Sponsor”), PA 2 Co-Investment LLC, a Delaware limited liability company (“Cowen Investments”), and Craig-Hallum Capital Group LLC and certain of its affiliates (“Craig-Hallum” and together with the Sponsor and Cowen Investments, the “Founders”) and the undersigned parties listed under Holder on the signature page hereto (including the persons nominated as director of the Company, the “Director Nominees”; each such party, together with the Founders, members of the Founders and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).

25,000,000 Units Underwriting Agreement
Underwriting Agreement • January 11th, 2021 • 890 5th Avenue Partners, Inc. • Blank checks • New York

Cowen and Company, LLC Craig-Hallum Capital Group LLC As Representatives of the several Underwriters listed in Schedule 1 hereto

25,000,000 Units Underwriting Agreement
890 5th Avenue Partners, Inc. • January 15th, 2021 • Blank checks • New York

Cowen and Company, LLC Craig-Hallum Capital Group LLC As Representatives of the several Underwriters listed in Schedule 1 hereto

PRIVATE PLACEMENT UNIT PURCHASE AGREEMENT
Private Placement Unit Purchase Agreement • January 15th, 2021 • 890 5th Avenue Partners, Inc. • Blank checks • Delaware

This PRIVATE PLACEMENT UNIT PURCHASE AGREEMENT (this “Agreement”) is made as of the 11th day of January, 2021, by and between 890 5th Avenue Partners, Inc., a Delaware corporation (the “Company”), and Craig-Hallum Capital Group LLC, a Minnesota limited liability company (the “Subscriber”).

COWEN AND COMPANY, LLC Craig-Hallum Capital Group LLC
890 5th Avenue Partners, Inc. • March 31st, 2021 • Blank checks • New York

In addition, with respect to any Claim in which the Company assumes the defense, the Indemnified Person shall have the right to participate in such Claim and to retain his, her or its own counsel therefor at his, her or its own expense. The Company agrees that if any indemnity sought by an Indemnified Person hereunder is held by a court to be unavailable for any reason, then (whether or not an Advisor is an Indemnified Person) the Company and the applicable Advisor shall contribute to the Claim for which such indemnity is held unavailable in such proportion as is appropriate to reflect the relative benefits to the Company, on the one hand, and such Advisor, on the other, in connection with such Advisor’s engagement referred to above, subject to the limitation that in no event shall the amount of any such Advisor’s contribution to such Claim exceed the amount of Fee actually received by such Advisor from the Company pursuant to such engagement. The Company hereby agrees that the relativ

Re: Initial Public Offering
Letter Agreement • January 15th, 2021 • 890 5th Avenue Partners, Inc. • Blank checks

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) by and among 890 5th Avenue Partners, Inc., a Delaware corporation (the “Company”), Cowen and Company, LLC and Craig-Hallum Capital Group LLC, as the representatives (the “Representatives”) of the several underwriters named therein (each an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 28,750,000 of the Company’s units (including up to 3,750,000 units that may be purchased to cover the Underwriters’ option to purchase additional units, if any) (the “Units”), each comprised of one share of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”), and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.5

890 5TH AVENUE PARTNERS, INC. AND WILMINGTON SAVINGS FUND SOCIETY, FSB, as Trustee INDENTURE Dated as of [ ], 2021 [7.00][8.50]% Convertible Senior Notes due 2026
890 5th Avenue Partners, Inc. • October 29th, 2021 • Communications services, nec • New York

INDENTURE, dated as of [ ], 2021, between 890 5TH Avenue Partners, Inc., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and Wilmington Savings Fund Society, FSB, as trustee (the “Trustee,” as more fully set forth in Section 1.01).

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. Membership Interest...
Membership Interest Purchase Agreement • September 8th, 2021 • 890 5th Avenue Partners, Inc. • Communications services, nec • Delaware

This MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of March 27, 2021 (the “Agreement Date”) by and among BuzzFeed, Inc., a Delaware corporation (“Buyer”), CM Partners, LLC, a Delaware limited liability company (“Parent”), Complex Media, Inc., a Delaware corporation (the “Company”), Verizon CMP Holdings LLC (f/k/a Verizon Media LLC), a Delaware limited liability company (“Verizon”), and HDS II, Inc., a Delaware corporation (“Hearst” and together with Verizon, the “Members”).

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 9th, 2021 • BuzzFeed, Inc. • Communications services, nec • New York

THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 24, 2021, is made and entered into by and among BuzzFeed, Inc. (f/k/a 890 5th Avenue Partners, Inc.), a Delaware corporation (the “Company”), 200 Park Avenue Partners, LLC, a Delaware limited liability company (the “Sponsor”), PA 2 Co-Investment LLC, a Delaware limited liability company (“Cowen Investments”), and Craig-Hallum Capital Group LLC and certain of its affiliates (“Craig-Hallum” and together with the Sponsor and Cowen Investments, the “Founders”) and the undersigned parties listed under Holder on the signature page hereto (including the outside directors of the Company, the “Outside Directors”; each such party, together with the Founders, members of the Founders and any Person deemed a “Holder” who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders,” and each as set forth on Exhibit A hereto).

AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT between BUZZFEED MEDIA ENTERPRISES, INC., as Administrative Borrower, BUZZFEED, INC., BUZZFEED FC, INC., BF ACQUISITION HOLDING CORP., BUZZFEED MOTION PICTURES, INC., ET ACQUISITION SUB, INC., ET...
Loan and Security Agreement • December 9th, 2021 • BuzzFeed, Inc. • Communications services, nec • New York

This AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT, dated as of December 3, 2021 (this “Agreement”), between BUZZFEED MEDIA ENTERPRISES, INC., a Delaware corporation formerly known as Bolt Merger Sub II, Inc. and the successor by merger to the Original Administrative Borrower (as defined herein) (“Administrative Borrower”), BUZZFEED FC, INC., a Delaware corporation (“BuzzFeed FC”), BF ACQUISITION HOLDING CORP., a Delaware corporation (“BF Acquisition Holding”), BUZZFEED MOTION PICTURES, INC., a Delaware corporation (“BuzzFeed Motion Pictures”), ET ACQUISITION SUB, INC., a Delaware corporation (“ET Acquisition Sub”), ET HOLDINGS ACQUISITION CORP., a Delaware corporation (“ET Holdings”), LEXLAND STUDIOS, INC., a Delaware corporation (“Lexland Studios”), and PRODUCT LABS, INC., a Delaware corporation (“Product Labs”, and together with Administrative Borrower, BuzzFeed FC, BF Acquisition Holding, BuzzFeed Motion Pictures, ET Acquisition Sub, ET Holdings, and Lexland Studios, on a joint

STOCKHOLDER SUPPORT AGREEMENT
Stockholder Support Agreement • July 30th, 2021 • 890 5th Avenue Partners, Inc. • Blank checks

This STOCKHOLDER SUPPORT AGREEMENT (this “Agreement”) is entered into as of June 24, 2021, by and among 890 5th Avenue Partners Inc., a Delaware corporation (“Parent”), BuzzFeed, Inc., a Delaware corporation (the “Company”) and [•] (the “Shareholder”). Each of Parent, the Company and the Shareholder are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement (defined below).

BUZZFEED, INC. EIGHTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT June 24, 2021
Investors’ Rights Agreement • October 1st, 2021 • 890 5th Avenue Partners, Inc. • Communications services, nec • Delaware

THIS EIGHTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (the “Agreement”) is made as of the 24th day of June 2021, by and among BuzzFeed, Inc., a Delaware corporation (the “Company”), and the investors listed on Schedule A hereto, each of which is herein referred to as an “Investor,” and the holders of shares of Class A Common Stock, par value $0.001 (the “Class A Common Stock”) and/or shares of Class B Common Stock, par value $0.001 (the “Class B Common Stock”) and/or shares of Class C Common Stock, par value $0.001 (the “Class C Common Stock” and, together with the Class A Common Stock and Class B Common Stock, the “Common Stock”) listed on Schedule B hereto, each of which is herein referred to as a “Common Holder,” and the holders of Series A-1 Preferred Stock of the Company (the “Series A-1 Preferred Stock”) listed on Schedule C hereto, each of which is herein referred to as a “Series A-1 Holder,” and, together with the Common Holders, the “Junior Holders.”

June 24, 2021
Letter Agreement • July 30th, 2021 • 890 5th Avenue Partners, Inc. • Blank checks • Delaware

This letter agreement (this “Sponsor Support Agreement”) is being delivered to 890 5th Avenue Partners, Inc., a Delaware corporation (“Parent”), and BuzzFeed, Inc., a Delaware corporation (the “Company”), by 200 Park Avenue Partners, LLC, a Delaware limited liability company (the “Sponsor”), in accordance with that certain Agreement and Plan of Merger, dated as of the date hereof, by and among Parent, the Company and the other parties thereto (the “Merger Agreement”) and the transactions contemplated pursuant or relating thereto (the “Business Combination”). Each of the undersigned individuals is a member of Parent’s board of directors (the “Parent Board”) or management team (each, an “Insider” and collectively, the “Insiders”). Certain capitalized terms used herein are defined in Section 9 hereof. Capitalized terms used but not otherwise defined herein have the respective meanings ascribed to such terms in the Merger Agreement. The Company, the Sponsor, each Insider and Parent shall i

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VOTING AGREEMENT
Voting Agreement • December 9th, 2021 • BuzzFeed, Inc. • Communications services, nec

This VOTING AGREEMENT (this “Agreement”), dated as of June 24, 2021, is entered into by and among BuzzFeed, Inc. (formerly known as 890 5th Avenue Partners, Inc.), a Delaware corporation (the “Company”), 200 Park Avenue Partners, LLC, a Delaware limited liability company (“Sponsor”), and Jonah Peretti and each of his Permitted Transferees that become party to this Agreement pursuant to Section 10.2 (each a “Stockholder”, and collectively the “Stockholders”).

AGREEMENT AND PLAN OF MERGER BY AND AMONG 890 5th Avenue Partners, inc., BOLT MERGER SUB I, INC., BOLT MERGER SUB II, INC., and buzzfeed, inc., DATED AS OF june 24, 2021
Agreement and Plan of Merger • June 24th, 2021 • 890 5th Avenue Partners, Inc. • Blank checks • Delaware

THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of June 24, 2021, by and among 890 5th Avenue Partners, Inc., a Delaware corporation (“Parent”), Bolt Merger Sub I, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent (“Merger Sub I”), Bolt Merger Sub II, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent (“Merger Sub II”), and BuzzFeed, Inc., a Delaware corporation (the “Company”). Each of the Company, Parent, Merger Sub I and Merger Sub II shall individually be referred to herein as a “Party” and, collectively, the “Parties”. The term “Agreement” as used herein refers to this Agreement and Plan of Merger, as the same may be amended from time to time, and all schedules, exhibits and annexes hereto (including the Company Disclosure Letter and the Parent Disclosure Letter, as defined herein). Defined terms used in this Agreement are listed alphabetically in Schedule A, together with the section and, if applicable, subsection

Rye, New York 10580
Letter Agreement • March 31st, 2021 • 890 5th Avenue Partners, Inc. • Blank checks • Delaware

This letter agreement (this “Agreement”) by and between 890 5th Avenue Partners, Inc., a Delaware corporation (the “Company”), and 200 Park Avenue Partners, LLC, a Delaware limited liability company (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”), and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):

LICENSE AGREEMENT
License Agreement • March 29th, 2024 • BuzzFeed, Inc. • Communications services, nec

The BuzzFeed Parties and IDNM are hereinafter collectively referred to as the “Parties” and individually as a “Party”. Where an obligation is accepted by the BuzzFeed Parties collectively under this Agreement, such obligation is undertaken jointly and severally so that each of them is liable in respect of such obligation. Where an obligation is accepted by a particular BuzzFeed Party under this Agreement, the other BuzzFeed Parties shall have no liability in respect of the performance of that obligation.

AMENDMENT NO. 1 TO THE MEMBERSHIP INTEREST PURCHASE AGREEMENT
Membership Interest Purchase Agreement • July 30th, 2021 • 890 5th Avenue Partners, Inc. • Blank checks

This Amendment No. 1 to the Membership Interest Purchase Agreement (this “Amendment”) is made and entered into as of June 24, 2021 by and among BuzzFeed, Inc. (“Buyer”), CM Partners, LLC (“Parent”), Complex Media, Inc. (the “Company”), Verizon CMP Holdings LLC (“Verizon”) and HDS II, Inc. (together with Verizon, the “Members”) (the Members, collectively with Buyer, Parent and the Company, the “Parties”). Capitalized terms not herein defined shall have the meanings ascribed to them in the Purchase Agreement (as defined below).

AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 24th, 2021 • 890 5th Avenue Partners, Inc. • Blank checks • Delaware

This Amendment No. 1 (this “Amendment”) to that certain Registration Rights Agreement dated as of January 11, 2021, by and among 890 5th Avenue Partners, Inc., a Delaware corporation (the “Company”), and the Holders (as defined therein) party thereto (the “Registration Rights Agreement”), is made effective as of June 24, 2021. All capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Registration Rights Agreement.

SECOND SUPPLEMENTAL INDENTURE
Supplemental Indenture • February 29th, 2024 • BuzzFeed, Inc. • Communications services, nec • New York

SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”) dated as of February 28, 2024, between BUZZFEED, INC. (as successor to 890 5th Avenue Partners, Inc.), a Delaware corporation (the “Company”) and WILMINGTON SAVINGS FUND SOCIETY, FSB as trustee (the “Trustee”).

October 4, 2012 Dao Nguyen New York, NY 10023 Dear Dao:
890 5th Avenue Partners, Inc. • July 30th, 2021 • Blank checks
BuzzFeed Adviser Agreement
Adviser Agreement • May 10th, 2023 • BuzzFeed, Inc. • Communications services, nec • New York

This agreement (the "Agreement") is made effective as of December 31, 2022 (the “Effective Date”) by BuzzFeed, Inc. (the "Company"), and Gregory Coleman (the "Adviser").

AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • September 29th, 2023 • BuzzFeed, Inc. • Communications services, nec • New York

This Third Amendment to Amended and Restated Loan and Security Agreement, dated as of September 26, 2023 (this “Third Amendment”), between BUZZFEED MEDIA ENTERPRISES, INC., a Delaware corporation (the “Administrative Borrower”), BUZZFEED FC, INC., a Delaware corporation (“BuzzFeed FC”), BF ACQUISITION HOLDING CORP., a Delaware corporation (“BF Acquisition Holding”), BUZZFEED MOTION PICTURES, INC. a Delaware corporation (“BuzzFeed Motion Picture”), ET ACQUISITION SUB, INC., a Delaware corporation (“ET Acquisition Sub”), ET HOLDINGS ACQUISITION CORP., a Delaware corporation (“ET Holdings”), LEXLAND STUDIOS, INC., a Delaware corporation (“Lexland Studios”), and PRODUCT LABS, INC., a Delaware corporation (“Product Labs”), BUZZFEED, INC., a Delaware corporation (“BuzzFeed Inc.”), THEHUFFINGTONPOST.COM, INC., a Delaware corporation (“HuffPo”), COMPLEX MEDIA, INC., a Delaware corporation (“Complex”), CM PARTNERS, LLC, a Delaware limited liability company (“CM Partners”), and BUZZFEED CANADA,

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • February 21st, 2024 • BuzzFeed, Inc. • Communications services, nec • Delaware

This ASSET PURCHASE AGREEMENT (this “Agreement”) is dated as of February 21, 2024 by and between BuzzFeed Media Enterprises, Inc., a Delaware corporation (“Seller”), and Commerce Media Holdings, LLC, a Delaware limited liability company (“Purchaser”). Each of Purchaser and Seller are referred to herein as a “Party” and, collectively, the “Parties”.

ESCROW AGREEMENT
Escrow Agreement • September 8th, 2021 • 890 5th Avenue Partners, Inc. • Communications services, nec • Delaware

THIS ESCROW AGREEMENT (the “Escrow Agreement”) is entered into and effective as of this 24 day of June, 2021 (the “Closing Date”), by and among PNC Bank, National Association, a national banking association (the “Escrow Agent”), NBCUniversal Media, LLC, a Delaware limited liability company (“NBCU”), Jonah Peretti and Jonah Peretti, LLC (“JP”, and together with NBCU, sometimes referred to individually as “Party” and collectively as the “Parties”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Merger Agreement (as defined below).

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