Discovery Communications, Inc. 7,681,818 Shares of Series C Common Stock Underwriting AgreementUnderwriting Agreement • March 12th, 2013 • Discovery Communications, Inc. • Cable & other pay television services • New York
The stockholder named in Schedule 2 hereto (the “Selling Stockholder”) of Discovery Communications, Inc., a Delaware corporation (the “Company”), proposes to sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 7,681,818 shares of Series C common stock, par value $0.01 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 768,182 shares of Series C common stock, par value $0.01 per share, of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Series C common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”. The Stock, including the Shares, will have attached thereto rights (the “Rights”) to purchase one one-thousandth of a share of Series C Junior Participating
SHARE REPURCHASE AGREEMENTShare Repurchase Agreement • March 12th, 2013 • Discovery Communications, Inc. • Cable & other pay television services • New York
This Share Repurchase Agreement (this “Agreement”) is made as of March 6, 2013, by and between Discovery Communications, Inc., a Delaware corporation (“Buyer”), and Advance Programming Holdings, LLC, a Delaware limited liability company (“Seller”).
