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”).
ESCROW AGREEMENTEscrow 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).
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. Binding Term Sheet...Binding Term Sheet • September 8th, 2021 • 890 5th Avenue Partners, Inc. • Communications services, nec • New York
This Binding Term Sheet (“Term Sheet”) is intended to outline the high-level terms of an agreement between NBCUniversal Media, LLC (“NBCU”) and BuzzFeed, Inc. (“BuzzFeed”) and shall constitute a binding agreement between the parties until more detailed amendments to the Amended and Restated Binding Term Sheet, effective as of November 7, 2016, as amended (the “Agreement”) and other relevant agreements addressing the matters set forth herein are entered into. Unless otherwise defined in this Term Sheet, capitalized terms in this Term Sheet will have the same meaning as set forth in the Agreement.
