May 3, 2021Frazier Meredith D Mell • May 11th, 2021 • Periodicals: publishing or publishing & printing • Iowa
Reference is made to (i) that certain Agreement and Plan of Merger by and among Meredith Corporation (the “Company”), Gray Television, Inc., a Georgia corporation (“Parent”) and Gray Hawkeye Stations, Inc., a Delaware corporation and a wholly owned subsidiary of Parent, dated as of the date hereof (the “Merger Agreement”), and (ii) that certain Voting and Support Agreement by and between Dianna Mell Meredith Frazier and Edwin T. Meredith, IV (the “Shareholders”) and Parent, dated as of the date hereof (the “Voting Agreement”). Subject to the terms and conditions set forth in the Merger Agreement and the Separation and Distribution Agreement (as defined in the Merger Agreement), immediately prior to the closing of the Merger (as defined in the Merger Agreement), the Company intends to separate its local media group and national media group operations into two independent companies by distributing (the “Distribution”) to the Company’s shareholders, on a pro rata basis, the issued and out
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • May 11th, 2021 • Frazier Meredith D Mell • Periodicals: publishing or publishing & printing • Delaware
This VOTING AND SUPPORT AGREEMENT (this “Agreement ”) is entered into as of May 3, 2021, by and between Gray Television, Inc., a Georgia corporation (“Parent”) and each of the individuals listed on Schedule A hereto (each, a “Shareholder” and, collectively, the “Shareholders”).
