Membership Interest Purchase Agreement By and Among BuzzFeed, Inc., CM Partners, LLC, Complex Media, Inc., and The Members of CM Partners, LLC March 27, 2021Membership Interest Purchase Agreement • July 30th, 2021 • 890 5th Avenue Partners, Inc. • Blank checks • Delaware
This MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of March 27, 2021 (the “Agreement Date”) by and among BuzzFeed, Inc., a Delaware corporation (“Buyer”), CM Partners, LLC, a Delaware limited liability company (“Parent”), Complex Media, Inc., a Delaware corporation (the “Company”), Verizon CMP Holdings LLC (f/k/a Verizon Media LLC), a Delaware limited liability company (“Verizon”), and HDS II, Inc., a Delaware corporation (“Hearst” and together with Verizon, the “Members”).
STOCKHOLDER SUPPORT AGREEMENTStockholder Support Agreement • July 30th, 2021 • 890 5th Avenue Partners, Inc. • Blank checks
This STOCKHOLDER SUPPORT AGREEMENT (this “Agreement”) is entered into as of June 24, 2021, by and among 890 5th Avenue Partners Inc., a Delaware corporation (“Parent”), BuzzFeed, Inc., a Delaware corporation (the “Company”) and [•] (the “Shareholder”). Each of Parent, the Company and the Shareholder are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement (defined below).
BUZZFEED, INC. EIGHTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT June 24, 2021Investors’ Rights Agreement • July 30th, 2021 • 890 5th Avenue Partners, Inc. • Blank checks • Delaware
THIS EIGHTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (the “Agreement”) is made as of the 24th day of June 2021, by and among BuzzFeed, Inc., a Delaware corporation (the “Company”), and the investors listed on Schedule A hereto, each of which is herein referred to as an “Investor,” and the holders of shares of Class A Common Stock, par value $0.001 (the “Class A Common Stock”) and/or shares of Class B Common Stock, par value $0.001 (the “Class B Common Stock”) and/or shares of Class C Common Stock, par value $0.001 (the “Class C Common Stock” and, together with the Class A Common Stock and Class B Common Stock, the “Common Stock”) listed on Schedule B hereto, each of which is herein referred to as a “Common Holder,” and the holders of Series A-1 Preferred Stock of the Company (the “Series A-1 Preferred Stock”) listed on Schedule C hereto, each of which is herein referred to as a “Series A-1 Holder,” and, together with the Common Holders, the “Junior Holders.”
June 24, 2021Letter Agreement • July 30th, 2021 • 890 5th Avenue Partners, Inc. • Blank checks • Delaware
This letter agreement (this “Sponsor Support Agreement”) is being delivered to 890 5th Avenue Partners, Inc., a Delaware corporation (“Parent”), and BuzzFeed, Inc., a Delaware corporation (the “Company”), by 200 Park Avenue Partners, LLC, a Delaware limited liability company (the “Sponsor”), in accordance with that certain Agreement and Plan of Merger, dated as of the date hereof, by and among Parent, the Company and the other parties thereto (the “Merger Agreement”) and the transactions contemplated pursuant or relating thereto (the “Business Combination”). Each of the undersigned individuals is a member of Parent’s board of directors (the “Parent Board”) or management team (each, an “Insider” and collectively, the “Insiders”). Certain capitalized terms used herein are defined in Section 9 hereof. Capitalized terms used but not otherwise defined herein have the respective meanings ascribed to such terms in the Merger Agreement. The Company, the Sponsor, each Insider and Parent shall i
AMENDMENT NO. 1 TO THE MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • July 30th, 2021 • 890 5th Avenue Partners, Inc. • Blank checks
This Amendment No. 1 to the Membership Interest Purchase Agreement (this “Amendment”) is made and entered into as of June 24, 2021 by and among BuzzFeed, Inc. (“Buyer”), CM Partners, LLC (“Parent”), Complex Media, Inc. (the “Company”), Verizon CMP Holdings LLC (“Verizon”) and HDS II, Inc. (together with Verizon, the “Members”) (the Members, collectively with Buyer, Parent and the Company, the “Parties”). Capitalized terms not herein defined shall have the meanings ascribed to them in the Purchase Agreement (as defined below).
October 4, 2012 Dao Nguyen New York, NY 10023 Dear Dao:890 5th Avenue Partners, Inc. • July 30th, 2021 • Blank checks
August 8, 2018 Rhonda Powell Dear Rhonda, BuzzFeed, Inc. (the “Company”) is pleased to offer you employment on the following terms:890 5th Avenue Partners, Inc. • July 30th, 2021 • Blank checks
Landlord TO BUZZFEED, INC. Tenant Lease Dated as of December 16, 2014Lease • July 30th, 2021 • 890 5th Avenue Partners, Inc. • Blank checks • New York
HOLDER VOTING AGREEMENTHolder Voting Agreement • July 30th, 2021 • 890 5th Avenue Partners, Inc. • Blank checks • Delaware
This Holder Voting Agreement (this “Agreement”) is made as of the July 21, 2021, by and among Buzzfeed, Inc., a Delaware corporation (the “Company”), John Johnson III and Johnson BF, LLC (together with his successors and affiliates, “Stockholder”), and Jonah Peretti (“Proxyholder”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 30th, 2021 • 890 5th Avenue Partners, Inc. • Blank checks • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among BuzzFeed, Inc. (f/k/a 890 5th Avenue Partners, Inc.), a Delaware corporation (the “Company”), 200 Park Avenue Partners, LLC, a Delaware limited liability company (the “Sponsor”), PA 2 Co-Investment LLC, a Delaware limited liability company (“Cowen Investments”), and Craig-Hallum Capital Group LLC and certain of its affiliates (“Craig-Hallum” and together with the Sponsor and Cowen Investments, the “Founders”) and the undersigned parties listed under Holder on the signature page hereto (including the outside directors of the Company, the “Outside Directors”; each such party, together with the Founders, members of the Founders and any Person deemed a “Holder” who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders,” and each as set forth on Exhibit A hereto).
