ADDITION OF PARTY TO THE SCRIPPS FAMILY AGREEMENT
Exhibit 2
ADDITION OF PARTY TO THE SCRIPPS FAMILY AGREEMENT
WHEREAS, the Scripps Family Agreement, originally dated October 15, 1992, as amended and restated as of May 19, 2015 and further amended on March 29, 2017 (the “Family Agreement”), provides that the Family Agreement shall become effective on the termination of The Xxxxxx X. Xxxxxxx Trust;
WHEREAS, The Xxxxxx X. Xxxxxxx Trust terminated on October 18, 2012;
WHEREAS, Xxxx X. Xxxxxxx, a party to the Family Agreement, transferred Common Voting Shares of The X.X. Xxxxxxx Company that are subject to the terms of the Family Agreement to Xxxx X. Xxxxxxx Trust u/a dated October 5, 1992, as restated May 6, 2009 and recently amended March 16, 2017 (the “Xxxx Xxxxxxx Trust”);
WHEREAS, Section 7(a)(ii)(2) of the Family Agreement provides that a party to the Family Agreement may transfer Common Voting Shares held subject to the Family Agreement to a trust for his benefit, provided that the trustees are required to vote and dispose of such Common Voting Shares at the direction of one or more Family Descendants;
WHEREAS, prior to Xxxx X. Xxxxxxx’ death, the Xxxx Xxxxxxx Trust was revocable;
WHEREAS, upon Xxxx X. Xxxxxxx’ death in May 2019, the Xxxx Xxxxxxx Trust became irrevocable, and Xxxx Xxx Xxxxxxx, a Family Descendant, became Family Voter and Family Agent of the Xxxx Xxxxxxx Trust with authority as to the voting and disposition of the Common Voting Shares;
WHEREAS, the Family Agreement and the Xxxx Xxxxxxx Trust require that the trustee of, and any Family Descendant with power over the Common Voting Shares held by, the Xxxx Xxxxxxx Trust must become a party to the Family Agreement;
WHEREAS, the Xxxxx Scripps Trust desires to become a party to the Family Agreement;
WHEREAS, Xx. Xxxxxxx, as a party to the Scripps Family Agreement in her individual capacity desires to confirm her agreement to comply with the Scripps Family Agreement with respect to the Common Voting Shares held by the Xxxx Xxxxxxx Trust;
NOW THEREFORE, the Xxxx Xxxxxxx Trust and Xx. Xxxxxxx each agree as follows:
| 1. | Each of the Xxxx Xxxxxxx Trust and Xx. Xxxxxxx shall be bound by the terms of the Family Agreement with respect to any Common Voting Shares of The X.X. Xxxxxxx Company that the Xxxx Xxxxxxx Trust may own. |
| 2. | The Xxxx Xxxxxxx Trust shall be considered a party to the Family Agreement as of the date hereof. |
| 3. | All Common Voting Shares owned by the Xxxx Xxxxxxx Trust shall bear the legend specified in Section 12(a) of the Family Agreement. |
[Signature page follows]
Executed this 27th day of August, 2019.
| Xxxx X. Xxxxxxx Trust u/a dated October 5, 1992, as restated May 6, 2009 and recently amended March 16, 2017 | ||
| By: | Xxxxxxx Xxxxxxxxx Corporation, as Trustee | |
| /s/ Xxxx X. Xxxxxx | ||
| Xxxx X. Xxxxxx, Secretary and Senior Trust Officer | ||
| /s/ Xxxx Xxx X. Xxxxxxx | ||
| Xxxx Xxx Xxxxxxx, as Trust Advisor | ||
