GANNETT CO., INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY LLC, as Rights Agent SECTION 382 RIGHTS AGREEMENT Dated as of April 6, 2020Section 382 Rights Agreement • April 7th, 2020 • Gannett Co., Inc. • Newspapers: publishing or publishing & printing • Delaware
Until the earlier to occur of (i) ten business days from (a) the public announcement that an Acquiring Person (as defined below) has acquired beneficial ownership of 4.99% or more of the outstanding shares of Common Stock or (b) such earlier date on which a majority of the Board of Directors of the Company becomes aware of the existence of an Acquiring Person or (ii) such date (prior to such time as any person or group of affiliated persons becomes an Acquiring Person), if any, as may be determined by action of the Board of Directors of the Company following the commencement of, or public announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 4.99% or more of the outstanding shares of Common Stock (the earlier of such dates being called the “Distribution Date”), the Rights will be evidenced, with respect to any of the Common Stock certificates (or book-entry shares) outstanding as
