AMENDMENT NO. 1 to AMENDED AND RESTATED SCRIPPS FAMILY AGREEMENT
Exhibit 10.44
AMENDMENT NO. 1 to
AMENDED AND RESTATED SCRIPPS FAMILY AGREEMENT
This Amendment No. 1 (this “Amendment”) to the Amended and Restated Scripps Family Agreement (the “Agreement”), dated May 19, 2015, by and among The X.X. Xxxxxxx Company, an Ohio corporation (“X.X. Xxxxxxx”), Scripps Networks Interactive, Inc., an Ohio corporation (“Scripps Networks Interactive”) and the individuals and other entities named on the signature pages thereto (each, a “Family Shareholder” and collectively, the “Family Shareholders”) is entered into as of the 29th day of March, 2017 by X.X. Xxxxxxx, Scripps Networks Interactive and the Family Shareholders.
WHEREAS, the parties hereto desire to amend Section 6 of the Agreement to allow Family Shareholders to convert Common Voting Shares into Class A Stock under the circumstances set forth therein;
NOW, THEREFORE, in consideration of the mutual agreements herein set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Family Shareholders, X.X. Xxxxxxx and Scripps Networks Interactive hereby irrevocably agree to restate Section 6 of the Agreement in its entirety as follows.
Section 6.Right of Offeror to Sell or Donate Unsold Shares Upon Conversion Into Shares of Class A Stock
. If, after satisfaction by the Offeror of the requirements of Section 4, any Offered Shares remain unsold, the Offeror may elect to (i) retain such unsold Offered Shares, (ii) convert such unsold Offered Shares into Class A Stock (which Class A Stock will not be subject to this Agreement), or (iii) sell, transfer, distribute, or assign such Offered Shares on whatever terms and at whatever price, or
donate, appoint or otherwise dispose of such Offered Shares in whatever manner the Offeror wishes, without any further compliance by the Offeror or any transferee with the provisions of this Agreement (which provisions will continue to apply, however, to any other Shares owned of record or beneficially by the Offeror); provided that (A) if the Offeror had included in the First Notice such Offeror’s intention to sell, transfer, distribute, assign, donate, appoint or otherwise dispose of the Offered Shares to a specific person, then such Offered Shares shall be sold, transferred, distributed, assigned, donated, appointed or otherwise disposed of to such person on the terms and in the manner indicated in the First Notice; AND (B) THE OFFEROR, PRIOR TO ANY SALE, TRANSFER, DISTRIBUTION, ASSIGNMENT, DONATION, APPOINTMENT OR OTHER DISPOSITION OF THE OFFERED SHARES SHALL FIRST CONVERT SUCH OFFERED SHARES INTO CLASS A STOCK AND SELL, TRANSFER, DISTRIBUTE, ASSIGN, DONATE, APPOINT OR OTHERWISE DISPOSE OF ONLY THE CLASS A STOCK.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, each party hereto has executed this Agreement on the date indicated below opposite such party’s signature.
THE X.X. XXXXXXX COMPANY
By: /s/ Xxxxxxx Xxxxxxxx
Name: Xxxxxxx Xxxxxxxx
Title: Senior V.P. and General Counsel
SCRIPPS NETWORKS INTERACTIVE, INC.
By: /s/ Xxx X. Xxxx
Name: Xxx X. Xxxx
Title: Chairman, President and CEO
FAMILY SHAREHOLDER
/s/ Xxxxxxxx Scripps
Name: Xxxxxxxx Scripps
Address:
Email address:
/s/ Xxxxxxxx X. Xxxxxxxx
Name: Xxxxxxxx X. Xxxxxxxx
Address:
Email address:
FAMILY SHAREHOLDER
/s/ Xxxxxxxxx Scripps
Name: Xxxxxxxxx Scripps
Address:
Email address:
FAMILY SHAREHOLDER
/s/Xxxxxxx X. Scripps
Name: Xxxxxxx X. Scripps
Address:
Email address:
FAMILY SHAREHOLDER
/s/ Xxxxxxxx Scripps Klenzing
Name: Xxxxxxxx X. Scripps Klenzing
Address:
Email address:
/s/ Xxxxx Xxxxx Xxxxxxx
Name: Xxxxx Xxxxx Xxxxxxx
Address:
Email address:
FAMILY SHAREHOLDER
/s/ Xxxxxxxx X. Xxxxxxx
Name: Xxxxxxxx X. Xxxxxxx
Address:
Email address:
FAMILY SHAREHOLDER
/s/ Xxxxxx X. Xxxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxxx |
Address:
Email address:
FAMILY SHAREHOLDER
/s/ Xxxxxxx X. Scripps
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Name: |
Xxxxxxx X. Scripps |
Address:
Email address:
FAMILY SHAREHOLDER
/s/ Xxxxxx X. Scripps, Jr.
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Name: |
Xxxxxx X. Scripps, Jr. |
Address:
Email address:
FAMILY SHAREHOLDER
/s/ Xxxxxxx X. Scripps
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Name: |
Xxxxxxx X. Scripps |
Address:
Email address:
FAMILY SHAREHOLDER
/s/ Eva Scripps Attal
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Name: |
Eva Scripps Attal |
Address:
Email address:
FAMILY SHAREHOLDER
/s/ Xxxxxx Xxxxxx Xxxxx
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Name: |
Xxxxxx Xxxxxx Xxxxx |
Address:
Email address:
FAMILY SHAREHOLDER
/s/ Xxxx Xxxxxx
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Name: |
Xxxx Xxxxxx |
Address:
Email address:
FAMILY SHAREHOLDER
/s/ Megan Scripps Xxxxxxxxxxx
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Name: |
Megan Scripps Xxxxxxxxxxx |
Address:
Email address:
FAMILY SHAREHOLDER
/s/ Xxxxxxx X. Scripps, Jr.
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Name: |
Xxxxxxx X. Scripps, Jr. |
Address:
Email address:
FAMILY SHAREHOLDER
/s/ Xxxxxxx Xxxx XxXxxx
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Name: |
Xxxxxxx Xxxx XxXxxx |
Address:
Email address:
FAMILY SHAREHOLDER
/s/ R. Xxxxxxx Xxxxxxxxxx
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Name: |
R. Xxxxxxx Xxxxxxxxxx |
Address:
Email address:
FAMILY SHAREHOLDER
/s/ Xxxxx Scripps Xxxxx
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Name: |
Xxxxx Scripps Xxxxx |
Address:
Email address:
FAMILY SHAREHOLDER
/s/ Xxx X. Scripps
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Name: |
Xxx X. Scripps |
Address:
Email address:
FAMILY SHAREHOLDER
/s/ Xxxx Xxxxx
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Name: |
Xxxx Xxxxx |
Address:
Email address:
FAMILY SHAREHOLDER
/s/ Xxxxxx Xxxxxxx
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Name: |
Xxxxxx Xxxxxxx |
Address:
Email address:
FAMILY SHAREHOLDER
/s/ Xxxx Xxxxxxx Scripps
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Name: |
Address:
Email address:
FAMILY SHAREHOLDER
/s/ X. Xxxxxxxxx Scripps
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Name: |
X. Xxxxxxxxx Scripps |
Address:
Email address:
FAMILY SHAREHOLDER
/s/ Xxxxxx X. Scripps
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Name: |
Xxxxxx X. Scripps |
Address:
Email address:
FAMILY SHAREHOLDER
/s/ Xxxxxxxx X. Xxxxxxx, Xx.
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Name: |
Xxxxxxxx X. Xxxxxxx, Xx. |
Address:
Email address:
FAMILY SHAREHOLDER
/s/ Xxxxxxx X. Scripps
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Name: |
Xxxxxxx X. Scripps |
Address:
Email address:
FAMILY SHAREHOLDER
/s/ Xxxxxx Scripps
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Name: |
Xxxxxx Scripps |
Address:
Email address:
FAMILY SHAREHOLDER
/s/ Keon Xxxxx Xxxxxxx
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Name: |
Keon Xxxxx Xxxxxxx |
Address:
Email address:
FAMILY SHAREHOLDER
/s/ Xxxxxxxxx X. Xxxxx
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Name: |
Xxxxxxxxx X. Xxxxx |
Address:
Email address:
FAMILY SHAREHOLDER
/s/ Xxxxx M. Scripps
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Name: |
Xxxxx M. Scripps |
Address:
Email address:
FAMILY SHAREHOLDER
/s/ Xxxx Xxx X. Xxxxxxx
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Name: |
Xxxx Xxx X. Xxxxxxx |
Address:
Email address:
FAMILY SHAREHOLDER
/s/ Xxxxx X. Scripps
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Name: |
Xxxxx X. Scripps |
Address:
Email address:
FAMILY SHAREHOLDER
/s/ Xxxxx Xxx Scripps Xxxxxxxx
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Name: |
Xxxxx Xxx Scripps Xxxxxxxx |
Address:
Email address:
FAMILY SHAREHOLDER
/s/ Xxxxx X. Scripps
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Name: |
Xxxxx X. Scripps, individually, and as trustee of the Xxxxx X. Scripps Trust under Agreement dated 11/13/2002 |
Address:
Email address:
FAMILY SHAREHOLDER
/s/ Xxxx Xx Xxx
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Name: |
Xxxx Xx Xxx, individually and as trustee of the Xxxx X. Xx Xxx Trust under Agreement dated 10/27/2011 |
Address:
Email address:
/s/ Xxxx X. Scripps
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Name: |
Xxxx X. Scripps, individually, as co-trustee of the Xxxx X. Scripps Trust under Agreement dated 2/10/77 FBO Xxxxx X. Scripps, Xxxx X. Scripps Trust FBO Xxxx X. Scripps under Agreement dated 2/10/77, Xxxx X. Scripps Trust Exempt Trust under Agreement dated 2/10/77 and Xxxx X. Scripps Trust under Agreement dated 2/10/77 FBO Xxxxxxx Scripps Xxxxx, and as trustee of the Xxxx X. Scripps Trust FBO Xxxxx XxXxx Scripps under Agreement dated 12/28/84 and Xxxx X. Scripps Family Revocable Trust |
Address:
Email address:
FAMILY SHAREHOLDER
/s/ Xxxxx X. Xx Xxx
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Name: |
Xxxxx X. Xx Xxx, individually, as co-trustee of the Xxxx X. Scripps Trust under Agreement dated 2/10/77 FBO Xxxxx X. Scripps, Xxxx X. Scripps Trust FBO Xxxx X. Scripps under Agreement dated 2/10/77, Xxxx X. Scripps Trust Exempt Trust under Agreement dated 2/10/77 and Xxxx X. Scripps Trust under Agreement dated 2/10/77 FBO Xxxxxxx Scripps Xxxxx, and as trustee of The Marital Trust of the La Dow Family Trust and The La Dow Family Trust under Agreement dated 6/29/2004 |
Address:
FAMILY SHAREHOLDER
/s/ Xxxxxxx Xxxxxxxx Scripps Xxxxx
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Name: |
Xxxxxxx Xxxxxxxx Scripps Xxxxx, individually, as co-trustee of the Xxxx X. Scripps Trust under Agreement dated 2/10/77 FBO Xxxxx X. Scripps, Xxxx X. Scripps Trust FBO Xxxx X. Scripps under Agreement dated 2/10/77, Xxxx X. Scripps Trust Exempt Trust under Agreement dated 2/10/77 FBO Xxxxxxx Scripps Xxxxx under Agreement dated 12/28/84, and as trustee of the Xxxx X. Scripps Trust FBO Xxxxxxx X. Xxxxx under Agreement dated 12/28/84, Xxxxxxx X. Xxxxx 1983 Trust, Xxxxxxxx X. Xxxxx Trust under Agreement dated 5/19/2004 and Xxxxxx X. Xxxxx Irrevocable Trust under Agreement dated 11/13/2012 |
Address:
Email address:
FAMILY SHAREHOLDER
/s/ Xxxxxxx X. Scripps
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Name: |
Xxxxxxx X. Scripps |
Address:
Email address:
Estate of Xxxxxx X. Scripps Jr.
/s/ Xxxxxxx X. Xxxxxxxx
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Name: |
Xxxxxxx X. Xxxxxxxx, co-administrator |
/s/ Xxxxxxxx X. Xxxxxxx
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Name: |
Xxxxxxxx X. Xxxxxxx, co-administrator |
FAMILY SHAREHOLDER
/s/ Xxxxxxx X. Xxxxxxxx
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Name: |
Xxxxxxx X. Xxxxxxxx |
Address:
Email address:
FAMILY SHAREHOLDER
/s/ Xxxxxxx Xxxxxxx Xxxxxx
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Name: |
Xxxxxxx Xxxxxxx Xxxxxx |
Address:
Email address:
/s/ Xxxxx X. XxXxxx
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Name: |
Xxxxx X. XxXxxx |
Address:
Email address:
FAMILY SHAREHOLDER
/s/ Xxxxx X. Scripps Kaheny
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Name: |
Xxxxx X. Scripps Kaheny, individually and as trustee of the Xxxxx X. Scripps Kaheny Revocable Trust dtd April 17, 2014 |
Address:
Email address:
FAMILY SHAREHOLDER
/s/ Xxxxxx X. Xxxxxxx
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Name: |
Xxxxxx X. Xxxxxxx |
Address:
Email address:
/s/ Xxxx X. Scripps
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Name: |
Xxxx X. Scripps |
Address:
Email address:
