TRANSACTION AGREEMENT by and among: SKYDANCE MEDIA, LLC, PARAMOUNT GLOBAL, NEW PLUTO GLOBAL, INC., PLUTO MERGER SUB, INC., PLUTO MERGER SUB II, INC., SPARROW MERGER SUB, LLC and THE UPSTREAM BLOCKER HOLDERS Dated as of July 7, 2024Transaction Agreement • July 11th, 2024 • Paramount Global • Television broadcasting stations
THIS TRANSACTION AGREEMENT is made and entered into as of July 7, 2024, by and among: Skydance Media, LLC, a California limited liability company (“Skydance”); Paramount Global, a Delaware corporation (“Paramount”); New Pluto Global, Inc., a Delaware corporation and a wholly owned, direct Subsidiary of Paramount (“New Paramount”); Pluto Merger Sub, Inc., a Delaware corporation and a wholly owned, direct Subsidiary of New Paramount (“Paramount Merger Sub”); Pluto Merger Sub II, Inc., a Delaware corporation and a wholly owned, direct Subsidiary of New Paramount (“Paramount Merger Sub II”); Skydance Merger Sub, LLC, a California limited liability company and a wholly owned, direct Subsidiary of New Paramount (“Skydance Merger Sub” and, together with Paramount Merger Sub and Paramount Merger Sub II, the “Merger Subs”); and the Upstream Blocker Holders signatory hereto (the “Upstream Blocker Holders”) (solely with respect to Sections 1.1(a), 1.1(c), 1.1(d), 1.2, 2.1(c), 2.1(d), 2.1(f), 2.1(
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • July 11th, 2024 • Paramount Global • Television broadcasting stations • New York
WARRANT AGREEMENT, dated as of [__], between New Pluto Global, Inc., a Delaware corporation, as issuer (the “Company”), and the other signatories to this Warrant Agreement (as defined below), as the initial Holders (as defined in this Warrant Agreement).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • July 11th, 2024 • Paramount Global • Television broadcasting stations • Delaware
This VOTING AND SUPPORT AGREEMENT (this “Agreement”), dated as of July 7, 2024, is entered into by and among Skydance Media, LLC, a California limited liability company (“Skydance”), Paramount Global, a Delaware corporation (“Paramount”), and the stockholders of Paramount listed on the signature pages hereto (each, a “Stockholder” and, collectively, the “Stockholders”). Each of Skydance, Paramount and the Stockholders are sometimes referred to individually as a “Party” and collectively as the “Parties”. All capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Transaction Agreement (as defined below); provided that, with respect to any Stockholder, the terms “Affiliate” and “Representative” as used in this Agreement shall exclude Paramount and any entity that is controlled by Paramount.
