AGREEMENT AND PLAN OF MERGER by and among GRAY TELEVISION, INC., a Georgia corporation, EAST FUTURE GROUP, INC., a Delaware corporation, and RAYCOM MEDIA, INC., a Delaware corporation and TARA ADVISORS, LLC, a Delaware limited liability company, in...Merger Agreement • June 25th, 2018 • Gray Television Inc • Television broadcasting stations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of June 23, 2018, by and among: (a) GRAY TELEVISION, INC., a Georgia corporation (“Parent”); (b) EAST FUTURE GROUP, INC., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”); (c) RAYCOM MEDIA, INC., a Delaware corporation (the “Company”); and (d) TARA ADVISORS, LLC, a Delaware limited liability company, solely in its capacity as the representative of the Effective Time Holders (as defined below) pursuant to Section 10.1 hereof (the “Stockholders’ Representative”). Certain other capitalized terms used in this Agreement are defined in Exhibit A.
