SHARE PURCHASE AGREEMENT by and among NIELSEN HOLDING AND FINANCE B.V., GRACENOTE, INC., GRACENOTE CANADA, INC., GRACENOTE NETHERLANDS HOLDINGS B.V., TRIBUNE DIGITAL VENTURES, LLC, TRIBUNE INTERNATIONAL HOLDCO, LLC and TRIBUNE MEDIA COMPANY Dated as...Share Purchase Agreement • March 1st, 2017 • Tribune Media Co • Television broadcasting stations • Delaware
This SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of December 19, 2016 (the “Agreement Date”) by and among Gracenote Inc., a Delaware corporation, Gracenote Canada, Inc., a Canadian Corporation, Gracenote Netherlands Holdings B.V., a Dutch private company with limited liability, Tribune Digital Ventures, LLC, a Delaware Limited Liability Company, Tribune International Holdco, LLC, a Delaware Limited Liability Company (the foregoing each a “Company” and collectively, the “Companies”), Nielsen Holding and Finance B.V., a Dutch private company with limited liability (“Acquiror”) and Tribune Media Company, a Delaware Corporation (“Seller”).
December 22, 2016 John Batter Emeryville, CA 94608 Dear John:Tribune Media Co • March 1st, 2017 • Television broadcasting stations
In recognition of your continued work on strategic initiatives, this letter agreement (the “Letter Agreement”) confirms our understanding of certain enhancements which shall be extended to you in the event that Tribune Media Company, a Delaware corporation (“Parent”), sells to Nielsen Holding and Finance B.V. (“Acquiror”) a majority of the capital stock of Gracenote, Inc. (“Gracenote”) or substantially all of the assets of Gracenote (a “Gracenote Sale”). Capitalized terms not otherwise defined herein shall have the same meaning as set forth in your employment agreement dated July 27, 2014 (as amended), between you and Parent (the “Employment Agreement”).
