STOCKHOLDER SUPPORT AGREEMENTStockholder Support Agreement • June 24th, 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).
June 24, 2021Sponsor Support Agreement • June 24th, 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
VOTING AGREEMENTVoting Agreement • June 24th, 2021 • 890 5th Avenue Partners, Inc. • Blank checks
This VOTING AGREEMENT (this “Agreement”), dated as of [●], 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, 2021Merger Agreement • 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
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENTRegistration 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.
SUBSCRIPTION AGREEMENTSubscription Agreement • June 24th, 2021 • 890 5th Avenue Partners, Inc. • Blank checks • New York
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on June 24, 2021, by and between 890 5th Avenue Partners, Inc., a Delaware corporation (the “Company”), and each of the undersigned subscribers (each a “Subscriber”, and collectively the “Subscribers”).
