0001104659-26-012397 Sample Contracts

AGREEMENT AND PLAN OF MERGER among WARNER BROS. DISCOVERY, INC., PARAMOUNT SKYDANCE CORPORATION and PRINCE SUB INC. Dated as of [●], 2026

Merger Agreement • February 10th, 2026 • Paramount Skydance Corp • Television broadcasting stations • Delaware

• Contract Type
  Merger Agreement
• Filed
  February 10th, 2026
• Company
  Paramount Skydance Corp
• Industry
  Television broadcasting stations
• Jurisdiction
  Delaware

This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of [●] [●], 2026, is entered into by and among Warner Bros. Discovery, Inc., a Delaware corporation (the “Company”), Paramount Skydance Corporation, a Delaware corporation (“Buyer”), and Prince Sub Inc., a Delaware corporation and a wholly owned Subsidiary of Buyer (“Merger Sub” and, together with the Company and Buyer, the “Parties” and each, a “Party”).

Subscription Agreement

Subscription Agreement • February 10th, 2026 • Paramount Skydance Corp • Television broadcasting stations

• Contract Type
  Subscription Agreement
• Filed
  February 10th, 2026
• Company
  Paramount Skydance Corp
• Industry
  Television broadcasting stations

This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on [●], by and among Paramount Skydance Corporation, a Delaware corporation (the “Company”), The Lawrence J. Ellison Revocable Trust, u/a/d 1/22/88, as amended (the “Subscriber”), and, solely for purposes of Section 5, Section 7(q), and Section 7(s), Lawrence J. Ellison (the “Guarantor”).

ELLISON GUARANTEE

Guarantee • February 10th, 2026 • Paramount Skydance Corp • Television broadcasting stations • Delaware

• Contract Type
  Guarantee
• Filed
  February 10th, 2026
• Company
  Paramount Skydance Corp
• Industry
  Television broadcasting stations
• Jurisdiction
  Delaware

This GUARANTEE, dated as of [ · ] (this “Ellison Guarantee”), sets forth the terms and conditions of the guarantee of each of The Lawrence J. Ellison Revocable Trust, u/a/d 1/22/88, as amended (the “Trust”) and Mr. Lawrence J. Ellison (“L. Ellison”) in favor of Warner Bros. Discovery, Inc., a Delaware corporation (the “Guaranteed Party”). Each of the Trust and L. Ellison is referred to herein, individually, as a “Guarantor” and, collectively, as the “Guarantors.” Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).