OMNIBUS ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENTOmnibus Assignment, Assumption and Amendment Agreement • June 1st, 2023 • Sinclair Broadcast Group, LLC • Television broadcasting stations • Maryland
This OMNIBUS ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”) is made by and between Sinclair Broadcast Group, Inc., a Maryland corporation (“Assignor”), and Sinclair, Inc., a Maryland corporation (“Assignee”), effective as of the Share Exchange Effective Time (as defined in the Reorganization Agreement (as defined below)).
ARTICLES OF SHARE EXCHANGE between Sinclair Broadcast Group, Inc. (a Maryland corporation) and Sinclair, Inc. (a Maryland corporation)Sinclair Broadcast Group, LLC • June 1st, 2023 • Television broadcasting stations
FIRST: The share exchange described in these Articles of Share Exchange (the “Share Exchange”) shall become effective at 12:00 a.m. Eastern Time on June 1, 2023 (the “Effective Time”).
SINCLAIR, INC. STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • June 1st, 2023 • Sinclair Broadcast Group, LLC • Television broadcasting stations
THIS STOCKHOLDERS’ AGREEMENT (this “Agreement”) is made this 1st day of June 2023, by and among David D. Smith (“David”), Frederick G. Smith (“Fred”), the Frederick G. Smith, Inter Vivos Declaration of Trust (the “FGS Trust”), J. Duncan Smith (“Duncan”), and Robert E. Smith (“Rob”). David, Fred, and Duncan, are all residents of the State of Maryland, Rob is a resident of the State of Montana (together with David, Fred, and Duncan referred to as the “Smith Brothers”), and the FGS Trust is domiciled in the State of Maryland (together with the Smith Brothers, collectively the “Stockholders”).
