INDEMNITY AGREEMENTIndemnity Agreement • December 9th, 2021 • BuzzFeed, Inc. • Communications services, nec • Delaware
This Indemnity Agreement, dated as of _____________, 2021 is made by and between BuzzFeed, Inc., a Delaware corporation (the “Company”), and _____________________, a director, officer or key employee of the Company or one of the Company’s Subsidiaries or Affiliates (as those terms are defined below) or other service provider who satisfies the definition of Indemnifiable Person set forth below (“Indemnitee”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 9th, 2021 • BuzzFeed, Inc. • Communications services, nec • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 24, 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).
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT between BUZZFEED MEDIA ENTERPRISES, INC., as Administrative Borrower, BUZZFEED, INC., BUZZFEED FC, INC., BF ACQUISITION HOLDING CORP., BUZZFEED MOTION PICTURES, INC., ET ACQUISITION SUB, INC., ET...Loan and Security Agreement • December 9th, 2021 • BuzzFeed, Inc. • Communications services, nec • New York
This AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT, dated as of December 3, 2021 (this “Agreement”), between BUZZFEED MEDIA ENTERPRISES, INC., a Delaware corporation formerly known as Bolt Merger Sub II, Inc. and the successor by merger to the Original Administrative Borrower (as defined herein) (“Administrative Borrower”), BUZZFEED FC, INC., a Delaware corporation (“BuzzFeed FC”), BF ACQUISITION HOLDING CORP., a Delaware corporation (“BF Acquisition Holding”), BUZZFEED MOTION PICTURES, INC., a Delaware corporation (“BuzzFeed Motion Pictures”), ET ACQUISITION SUB, INC., a Delaware corporation (“ET Acquisition Sub”), ET HOLDINGS ACQUISITION CORP., a Delaware corporation (“ET Holdings”), LEXLAND STUDIOS, INC., a Delaware corporation (“Lexland Studios”), and PRODUCT LABS, INC., a Delaware corporation (“Product Labs”, and together with Administrative Borrower, BuzzFeed FC, BF Acquisition Holding, BuzzFeed Motion Pictures, ET Acquisition Sub, ET Holdings, and Lexland Studios, on a joint
VOTING AGREEMENTVoting Agreement • December 9th, 2021 • BuzzFeed, Inc. • Communications services, nec
This VOTING AGREEMENT (this “Agreement”), dated as of June 24, 2021, is entered into by and among BuzzFeed, Inc. (formerly known as 890 5th Avenue Partners, Inc.), a Delaware corporation (the “Company”), 200 Park Avenue Partners, LLC, a Delaware limited liability company (“Sponsor”), and Jonah Peretti and each of his Permitted Transferees that become party to this Agreement pursuant to Section 10.2 (each a “Stockholder”, and collectively the “Stockholders”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 9th, 2021 • BuzzFeed, Inc. • Communications services, nec • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 3, 2021, is made and entered into by and among 890 5th Avenue Partners, Inc., a Delaware corporation (the “Company”) and each of the undersigned Holders of Notes (the “Existing Holders”) identified on the signature pages attached hereto.
AMENDED AND RESTATED ESCROW AGREEMENTEscrow Agreement • December 9th, 2021 • BuzzFeed, Inc. • Communications services, nec • Delaware
THIS AMENDED AND RESTATED ESCROW AGREEMENT (the “Escrow Agreement”) is entered into and effective as of this 3RD day of December, 2021 (the “Closing Date”), by and among PNC Bank, National Association, a national banking association (the “Escrow Agent”), NBCUniversal Media, LLC, a Delaware limited liability company (“NBCU”), Jonah Peretti and Jonah Peretti, LLC (“JP”, and together with NBCU, sometimes referred to individually as “Party” and collectively as the “Parties”) and amends and restates in its entirety the Escrow Agreement (the “Prior Escrow Agreement”) by and among the parties hereto, dated as of June 24, 2021. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Merger Agreement (as defined below).
WILMINGTON SAVINGS FUND SOCIETY, FSB,Indenture • December 9th, 2021 • BuzzFeed, Inc. • Communications services, nec • New York
BUZZFEED INC. RESTRICTED STOCK UNIT SUBSTITUTION AGREEMENTRestricted Stock Unit Substitution Agreement • December 9th, 2021 • BuzzFeed, Inc. • Communications services, nec
As you know, on December 3, 2021 (the “Closing Date”), Buzzfeed, Inc. (“Buzzfeed”) completed a merger with a subsidiary of 890 5th Avenue Partners, Inc. (“890”), with Buzzfeed surviving the merger as a wholly-owned subsidiary of 890 (the “Business Combination”) pursuant to Agreement and Plan of Merger dated June 24, 2021 by and among 890, Buzzfeed and certain other parties thereto (the “Merger Agreement”). In connection with the closing of the Business Combination, 890 changed its name to Buzzfeed, Inc. (“New Buzzfeed”)
BUZZFEED INC. OPTION SUBSTITUTION AGREEMENTOption Substitution Agreement • December 9th, 2021 • BuzzFeed, Inc. • Communications services, nec
As you know, on December 3, 2021 (the “Closing Date”), Buzzfeed, Inc. (“Buzzfeed”) completed a merger with a subsidiary of 890 5th Avenue Partners, Inc. (“890”), with Buzzfeed surviving the merger as a wholly-owned subsidiary of 890 (the “Business Combination”) pursuant to Agreement and Plan of Merger dated June 24, 2021 by and among 890, Buzzfeed and certain other parties thereto (the “Merger Agreement”). In connection with the closing of the Business Combination, 890 changed its name to Buzzfeed, Inc. (“New Buzzfeed”)
