Exhibit 10.24.1 MASTER TRANSACTION AGREEMENT by and among REJ REALTY LLC, a Delaware limited liability company, JG REALTY INVESTORS CORP., an Ohio corporation, JG MANAGER LLC, an Ohio limited liability company, JG NORTH RALEIGH L.L.C., an Ohio limited...Master Transaction Agreement • March 15th, 2006 • CBL & Associates Properties Inc • Real estate investment trusts • Ohio
Contract Type FiledMarch 15th, 2006 Company Industry Jurisdiction
MASTER TRANSACTION AGREEMENTMaster Transaction Agreement • August 25th, 2017 • Emergent Capital, Inc. • Life insurance • New York
Contract Type FiledAugust 25th, 2017 Company Industry JurisdictionINDENTURE dated as of [ ], 2017 between Emergent Capital, Inc., a Florida corporation (the “Issuer”) and Wilmington Trust, National Association, as indenture trustee (as more fully defined in Section 1.01, the “Indenture Trustee”).
AMENDMENT TO MASTER TRANSACTION AGREEMENTMaster Transaction Agreement • August 25th, 2017 • Emergent Capital, Inc. • Life insurance • New York
Contract Type FiledAugust 25th, 2017 Company Industry JurisdictionThis Amendment to Master Transaction Agreement (this “Amendment”), entered into this 7th day of April, 2017, amends that certain Master Transaction Agreement made as of March 15, 2017, as amended to date and from time to time (the “Agreement”), by and between Emergent Capital, Inc., a Florida corporation (“Emergent”), PJC Investments, LLC, a Texas limited liability company (“PJC”), and the Consenting Convertible Note Holders parties thereto (“Consenting Convertible Note Holders”). Each of Emergent and PJC may also be referred to herein individually as a “Party” and collectively as the “Parties.”
AMENDMENT NO. 1 TO MASTER TRANSACTION AGREEMENTMaster Transaction Agreement • August 25th, 2017 • Emergent Capital, Inc. • Life insurance • New York
Contract Type FiledAugust 25th, 2017 Company Industry JurisdictionThis Amendment No. 1 to Master Transaction Agreement (this “Amendment”), entered into this 19th day of June, 2017, amends that certain Master Transaction Agreement made as of May 12, 2017, as amended to date and from time to time (the “Agreement”), by and among Emergent Capital, Inc., a Florida corporation (“Emergent”), PJC Investments, LLC, a Texas limited liability company (“PJC”), and the Consenting Convertible Note Holders party(ies) thereto (“Consenting Convertible Note Holders”). Each of Emergent and PJC may also be referred to herein individually as a “Party” and collectively as the “Parties.”
Yale UniversityMaster Transaction Agreement • April 18th, 2023
Contract Type FiledApril 18th, 2023MASTER TRANSACTION AGREEMENT dated as of December 8, 2010 among AMERICAN INTERNATIONAL GROUP, INC., ALICO HOLDINGS LLC, AIA AURORA LLC, FEDERAL RESERVE BANK OF NEW YORK, UNITED STATES DEPARTMENT OF THE TREASURY and AIG CREDIT FACILITY TRUST
MASTER TRANSACTION AGREEMENT dated as of October 25, 2006 by and among AMERISOURCEBERGEN CORPORATION, PHARMERICA, INC., KINDRED HEALTHCARE, INC., KINDRED PHARMACY SERVICES, INC., KINDRED HEALTHCARE OPERATING, INC., SAFARI HOLDING CORPORATION, HIPPO...Master Transaction Agreement • May 24th, 2007 • Safari Holding Corp • Retail-drug stores and proprietary stores • New York
Contract Type FiledMay 24th, 2007 Company Industry JurisdictionTHIS MASTER TRANSACTION AGREEMENT (this “Agreement”), dated as of October 25, 2006, is by and among AmerisourceBergen Corporation, a Delaware corporation (“Hippo”), PharMerica, Inc., a Delaware corporation and wholly-owned subsidiary of Hippo (“HippoRx”), Kindred Healthcare, Inc., a Delaware corporation (“Rhino”), Kindred Healthcare Operating, Inc., a Delaware corporation and wholly-owned subsidiary of Rhino (“Rhino Parent Sub”), Kindred Pharmacy Services, Inc., a Delaware corporation and wholly-owned subsidiary of Rhino Parent Sub (“RhinoRx”), Safari Holding Corporation, a Delaware corporation (“Newco”), Hippo Merger Corporation, a Delaware corporation and wholly-owned subsidiary of Newco (“Hippo Merger Sub”), and Rhino Merger Corporation, a Delaware corporation and wholly-owned subsidiary of Newco (“Rhino Merger Sub”).
MASTER TRANSACTION AGREEMENT dated as of February 1, 2021 between SAP SE and QUALTRICS INTERNATIONAL INC.Master Transaction Agreement • March 9th, 2021 • Qualtrics International Inc. • Services-prepackaged software • Delaware
Contract Type FiledMarch 9th, 2021 Company Industry Jurisdiction
EX-10.1 5 a15-23820_4ex10d1.htm EX-10.1 MASTER TRANSACTION AGREEMENT by and between IAC/INTERACTIVECORP and MATCH GROUP, INC. Dated as of November 24, 2015 MASTER TRANSACTION AGREEMENTMaster Transaction Agreement • May 5th, 2020 • Delaware
Contract Type FiledMay 5th, 2020 JurisdictionThis Master Transaction Agreement, dated as of November 24, 2015 (this “Agreement”), is entered into by and between IAC/InterActiveCorp, a Delaware corporation (“IAC”) and Match Group, Inc., a Delaware corporation and wholly owned subsidiary of IAC (“Match,” and, together with IAC, the “Parties” and each a “Party”).
MASTER TRANSACTION AGREEMENTMaster Transaction Agreement • June 8th, 2021 • New York
Contract Type FiledJune 8th, 2021 JurisdictionMASTER TRANSACTION AGREEMENT (this “Agreement”) dated as of May 21, 2009, between THE UNITED STATES DEPARTMENT OF THE TREASURY (“UST”), GMAC LLC (“GMAC”), U.S. DEALER AUTOMOTIVE RECEIVABLES TRANSITION LLC (the “LLC”) and CHRYSLER LLC (“Chrysler”).
MASTER TRANSACTION AGREEMENTMaster Transaction Agreement • January 21st, 2022
Contract Type FiledJanuary 21st, 2022
EX-10.1 2 dex101.htm MASTER TRANSACTION AGREEMENT EXECUTION COPY MASTER TRANSACTION AGREEMENT By and Among ADVANCED MICRO DEVICES, INC., ADVANCED TECHNOLOGY INVESTMENT COMPANY LLC and WEST COAST HITECH L.P. Dated as of October 6, 2008 PageMaster Transaction Agreement • May 5th, 2020 • New York
Contract Type FiledMay 5th, 2020 Jurisdiction
MASTER TRANSACTION AGREEMENT by and among DISH NETWORK CORPORATION, BSS MERGER SUB INC., ECHOSTAR CORPORATION, and ECHOSTAR BSS CORPORATION Dated as of May 19, 2019Master Transaction Agreement • August 8th, 2019 • EchoStar CORP • Radio & tv broadcasting & communications equipment • New York
Contract Type FiledAugust 8th, 2019 Company Industry JurisdictionThis MASTER TRANSACTION AGREEMENT (this “Agreement”), dated as of May 19, 2019, is made by and among DISH Network Corporation, a Nevada corporation (“DISH”), BSS Merger Sub Inc., a Delaware corporation and a direct wholly owned Subsidiary of DISH (“Merger Sub”), EchoStar Corporation, a Nevada corporation (“EchoStar”), and EchoStar BSS Corporation, a Delaware corporation and a wholly owned Subsidiary of EchoStar (“Newco”) (all such parties, collectively, the “Parties” and each, a “Party”).
EXECUTION VERSION MASTER TRANSACTION AGREEMENT by and between AETNA INC. and HARTFORD LIFE AND ACCIDENT INSURANCE COMPANY Dated as of October 22, 2017 Page SCHEDULES Schedule I Assigned Contracts Schedule II Transferred Assets Schedule III Assumed...Master Transaction Agreement • May 5th, 2020 • New York
Contract Type FiledMay 5th, 2020 JurisdictionThis Master Transaction Agreement (this “Agreement”), dated as of October 22, 2017, is entered into by and between Aetna Inc., a Pennsylvania corporation (“Seller”), and Hartford Life and Accident Insurance Company, a Connecticut insurance company (“Purchaser”).
MASTER TRANSACTION AGREEMENTMaster Transaction Agreement • April 23rd, 2014 • E-House (China) Holdings LTD • Real estate agents & managers (for others) • New York
Contract Type FiledApril 23rd, 2014 Company Industry JurisdictionThis Master Transaction Agreement is dated as of March 10, 2014, by and between E-House (China) Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“E-House”), and Leju Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Leju”) (each of E-House and Leju a “Party” and, together, the “Parties”).
MASTER TRANSACTION AGREEMENT Between NETEASE, INC. And YOUDAO, INC. Dated as of September 27, 2019Master Transaction Agreement • April 29th, 2020 • NetEase, Inc. • Services-business services, nec • New York
Contract Type FiledApril 29th, 2020 Company Industry JurisdictionThis Master Transaction Agreement (this “Agreement”) is dated as of September 27, 2019, by and between NetEase, Inc., a company incorporated under the laws of the Cayman Islands (“NetEase”), on behalf of itself and other members of the NetEase Group (as defined below), and Youdao, Inc., a company incorporated under the laws of the Cayman Islands (“Youdao”), on behalf of itself and other members of the Youdao Group (as defined below), (each of NetEase and Youdao a “Party” and, together, the “Parties”).
EX-10.5 7 d652805dex105.htm EX-10.5 EXECUTION VERSION MASTER TRANSACTION AGREEMENT Between SINA CORPORATION And WEIBO CORPORATION Dated as of March 14, 2014 DEFINITIONS. DOCUMENTS AND ITEMS TO BE DELIVERED PRIOR TO F-1 FILING. THE IPO AND ACTIONS...Master Transaction Agreement • May 5th, 2020 • New York
Contract Type FiledMay 5th, 2020 JurisdictionThis Master Transaction Agreement is dated as of March 14, 2014, by and between SINA Corporation, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“SINA”), and Weibo Corporation, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Weibo”) (each of SINA and Weibo a “Party” and, together, the “Parties”).
MASTER TRANSACTION AGREEMENT by and among RTI SURGICAL, INC., BEARS HOLDING SUB, INC., BEARS MERGER SUB, INC., and PS SPINE HOLDCO, LLC November 1, 2018Master Transaction Agreement • March 11th, 2019 • RTI Surgical Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
Contract Type FiledMarch 11th, 2019 Company Industry JurisdictionTHIS MASTER TRANSACTION AGREEMENT (this “Agreement”), dated as of November 1, 2018, is made by and among RTI Surgical, Inc. a Delaware corporation (“Parent”), PS Spine Holdco, LLC, a Delaware limited liability company (the “Member”), Bears Holding Sub, Inc., a Delaware corporation and directly wholly owned Subsidiary of Parent (“Holdco”) and Bears Merger Sub, Inc., a Delaware corporation and direct wholly owned Subsidiary of Holdco (“Merger Sub”). Parent, Holdco, Merger Sub and the Member will each be referred to herein from time to time as a “Party” and, collectively, as the “Parties.” Capitalized terms used and not otherwise defined herein have the meanings set forth in Article XII below.
Master Transaction AgreementMaster Transaction Agreement • September 4th, 2018 • Pepper Food Service Co., Ltd. • Retail-eating places
Contract Type FiledSeptember 4th, 2018 Company IndustryThis Agreement is entered into by and among Pepper Food Service Co., Ltd. (“PFS”), Eishin Sangyo K.K. (“ESK”), and Eishin Denki K.K. (“EDK”) under the following terms and conditions regarding the basic matters for transactions of the Pepper Lunch high-performance electromagnetic cooker product used in the Pepper Lunch business operated by PFS and the parts for said product (collectively, the “Products”).
MASTER TRANSACTION AGREEMENT among AVATAR PROPERTIES INC. (the “Purchaser”) TERRA WEST COMMUNITIES LLC JEN JCH, LLC JOSEPH CARL MULAC III STEPHEN ADAMS SUN TERRA COMMUNITIES LLC (collectively, the “Sellers”) and AVATAR HOLDINGS INC. (solely for...Master Transaction Agreement • March 16th, 2011 • Avatar Holdings Inc • Operative builders • New York
Contract Type FiledMarch 16th, 2011 Company Industry Jurisdiction
EX-2.1 2 d200459dex21.htm EX-2.1 EXECUTION VERSION MASTER TRANSACTION AGREEMENT BY AND AMONG MGM GROWTH PROPERTIES OPERATING PARTNERSHIP LP, MGM GROWTH PROPERTIES LLC, MGM RESORTS INTERNATIONAL, MGP LESSOR, LLC AND MGM LESSEE, LLC DATED AS OF MAY 31,...Master Transaction Agreement • May 5th, 2020 • Delaware
Contract Type FiledMay 5th, 2020 JurisdictionThis Master Transaction Agreement (this “Agreement”), by and among MGM Growth Properties Operating Partnership LP, a Delaware limited partnership (the “OP”), MGM Growth Properties LLC, a Delaware limited liability company (“MGP”), MGM Resorts International, a Delaware corporation (“MGM”), MGP Lessor, LLC, a Delaware limited liability company (the “Landlord”), and MGM Lessee, LLC, a Delaware limited liability company (the “Tenant”), is dated as of May 31, 2016. The OP, MGP, MGM, the Landlord and the Tenant are each referred to herein as a “Party” and collectively as the “Parties.”
AMENDMENT NO. 1 TO MASTER TRANSACTION AGREEMENTMaster Transaction Agreement • July 21st, 2017 • Vornado Realty Lp • Real estate investment trusts • New York
Contract Type FiledJuly 21st, 2017 Company Industry JurisdictionThis AMENDMENT NO. 1 TO MASTER TRANSACTION AGREEMENT (hereinafter referred to as this “Amendment”), dated as of July 17, 2017, is made by and among Vornado Realty Trust, a Maryland real estate investment trust (“Vornado”), Vornado Realty L.P., a Delaware limited partnership (“Vornado OP”, and together with Vornado, the “Vornado Parties”), JBG Properties, Inc., a Maryland corporation (“JBG Properties”), JBG/Operating Partners, L.P., a Delaware limited partnership (“JBG Operating Partners” and together with JBG Properties, the “JBG Management Entities”) and the JBG Properties affiliates listed on Schedule A of the Agreement (as defined below) (the “JBG Funds” and together with the JBG Management Entities, the “JBG Parties”), JBG SMITH Properties (f/k/a Vornado DC Spinco), a Maryland real estate investment trust (“Newco”) and JBG SMITH Properties LP (f/k/a Vornado DC Spinco OP LP), a Delaware limited partnership (“Newco OP”, and together with the Vornado Parties, the JBG Parties and Newco
AMENDMENT NO. 1 TO MASTER TRANSACTION AGREEMENTMaster Transaction Agreement • June 27th, 2007 • Safari Holding Corp • Retail-drug stores and proprietary stores • New York
Contract Type FiledJune 27th, 2007 Company Industry JurisdictionAMENDMENT NO. 1 TO MASTER TRANSACTION AGREEMENT (this “Amendment”), dated as of June 4, 2007, among AmerisourceBergen Corporation, a Delaware corporation, PharMerica, Inc., a Delaware corporation and wholly-owned subsidiary of AmerisourceBergen Corporation, Kindred Healthcare, Inc., a Delaware corporation, Kindred Healthcare Operating, Inc., a Delaware corporation and wholly-owned subsidiary of Kindred Healthcare, Inc., Kindred Pharmacy Services, Inc., a Delaware corporation and wholly-owned subsidiary of Kindred Healthcare Operating, Inc., Safari Holding Corporation, a Delaware corporation, Hippo Merger Corporation, a Delaware corporation and wholly-owned subsidiary of Safari Holding Corporation, and Rhino Merger Corporation, a Delaware corporation and wholly-owned subsidiary of Safari Holding Corporation.
AMENDMENT NO. 2 TO MASTER TRANSACTION AGREEMENTMaster Transaction Agreement • August 25th, 2017 • Emergent Capital, Inc. • Life insurance • New York
Contract Type FiledAugust 25th, 2017 Company Industry JurisdictionThis Amendment No. 2 to Master Transaction Agreement (this “Amendment”), entered into this 19th day of June, 2017, amends that certain Master Transaction Agreement made as of March 15, 2017, as amended to date and from time to time (the “Agreement”), by and among Emergent Capital, Inc., a Florida corporation (“Emergent”), PJC Investments, LLC, a Texas limited liability company (“PJC”), and the Consenting Convertible Note Holders party(ies) thereto (“Consenting Convertible Note Holders”). Each of Emergent and PJC may also be referred to herein individually as a “Party” and collectively as the “Parties.”
MASTER TRANSACTION AGREEMENTMaster Transaction Agreement • June 18th, 2019 • Chewy, Inc. • Retail-catalog & mail-order houses • Delaware
Contract Type FiledJune 18th, 2019 Company Industry Jurisdiction
MASTER TRANSACTION AGREEMENT between SOHU.COM INC. and CHANGYOU.COM LIMITED January 1, 2009Master Transaction Agreement • February 26th, 2010 • Sohu Com Inc • Services-computer processing & data preparation • New York
Contract Type FiledFebruary 26th, 2010 Company Industry JurisdictionThis Master Transaction Agreement is dated as of January 1, 2009, by and between Sohu.com Inc., a Delaware corporation (“Sohu”), and Changyou.com Limited, a Cayman Islands corporation (“Changyou”) (each of Sohu and Changyou a “Party” and, together, the “Parties”).
MASTER TRANSACTION AGREEMENT Between PINTEC TECHNOLOGY HOLDINGS LIMITED And PINTEC HOLDINGS LIMITED Dated as of December 1, 2017Master Transaction Agreement • July 16th, 2018 • Pintec Technology Holdings LTD • Services-computer programming, data processing, etc. • New York
Contract Type FiledJuly 16th, 2018 Company Industry JurisdictionThis Master Transaction Agreement (this “Agreement”) is dated as of December 1, 2017, by and between Pintec Technology Holdings Limited, a company incorporated under the laws of the Cayman Islands (“Pintec”), and Pintec Holdings Limited, a company incorporated under the laws of the British Virgin Islands (“Jimu”) (each of Pintec and Jimu a “Party” and, together, the “Parties”).
AMENDMENT TO MASTER TRANSACTION AGREEMENTMaster Transaction Agreement • August 25th, 2017 • Emergent Capital, Inc. • Life insurance • New York
Contract Type FiledAugust 25th, 2017 Company Industry JurisdictionThis Amendment to Master Transaction Agreement (this “Amendment”), entered into this 7th day of April, 2017, amends that certain Master Transaction Agreement made as of March 15, 2017, as amended to date and from time to time (the “Agreement”), by and between Emergent Capital, Inc., a Florida corporation (“Emergent”), PJC Investments, LLC, a Texas limited liability company (“PJC”), and the Consenting Convertible Note Holders parties thereto (“Consenting Convertible Note Holders”). Each of Emergent and PJC may also be referred to herein individually as a “Party” and collectively as the “Parties.”
AMENDMENT NO. 2 TO MASTER TRANSACTION AGREEMENTMaster Transaction Agreement • August 25th, 2017 • Emergent Capital, Inc. • Life insurance • New York
Contract Type FiledAugust 25th, 2017 Company Industry JurisdictionThis Amendment No. 2 to Master Transaction Agreement (this “Amendment”), entered into this 19th day of June, 2017, amends that certain Master Transaction Agreement made as of March 15, 2017, as amended to date and from time to time (the “Agreement”), by and among Emergent Capital, Inc., a Florida corporation (“Emergent”), PJC Investments, LLC, a Texas limited liability company (“PJC”), and the Consenting Convertible Note Holders party(ies) thereto (“Consenting Convertible Note Holders”). Each of Emergent and PJC may also be referred to herein individually as a “Party” and collectively as the “Parties.”
MASTER TRANSACTION AGREEMENTMaster Transaction Agreement • February 22nd, 2023 • Quotient LTD • In vitro & in vivo diagnostic substances • New York
Contract Type FiledFebruary 22nd, 2023 Company Industry JurisdictionQuotient Holdings Finance Company Limited, an exempted company incorporated under the Laws of the Cayman Islands (the “Seller”), hereby covenants and agrees with you as follows:
MASTER TRANSACTION AGREEMENT between INTEL CORPORATION and MOBILEYE GLOBAL INC.Master Transaction Agreement • March 9th, 2023 • Mobileye Global Inc. • Services-prepackaged software • Delaware
Contract Type FiledMarch 9th, 2023 Company Industry JurisdictionThis Master Transaction Agreement is dated as of October 25, 2022, between Intel Corporation, a Delaware corporation (“Intel”), and Mobileye Global Inc., a Delaware corporation (“Mobileye,” with each of Intel and Mobileye a “Party,” and together, the “Parties”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in Article VIII hereof.
MASTER TRANSACTION AGREEMENT BY AND AMONG POST HOLDINGS, INC., BELLRING BRANDS, INC. AND BELLRING BRANDS, LLC Dated as of October 7, 2019Master Transaction Agreement • October 11th, 2019 • Bellring Brands, Inc. • Food and kindred products • Delaware
Contract Type FiledOctober 11th, 2019 Company Industry JurisdictionThis MASTER TRANSACTION AGREEMENT, dated as of October 7, 2019 (this “Agreement”), is by and among POST HOLDINGS, INC., a Missouri corporation (“Post”), BELLRING BRANDS, INC., a Delaware corporation (“BellRing Inc.”), and BELLRING BRANDS, LLC, a Delaware limited liability company (“BellRing LLC”; Post, BellRing Inc. and BellRing LLC are sometimes referred to herein individually as a “Party” and together as the “Parties”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in ARTICLE I.
EXHIBIT 10.1 MASTER TRANSACTION AGREEMENTMaster Transaction Agreement • November 16th, 1999 • Lyondell Chemical Co • Petroleum refining
Contract Type FiledNovember 16th, 1999 Company Industry
MASTER TRANSACTION AGREEMENT Between CREDITEASE HOLDINGS (CAYMAN) LIMITED And YIRENDAI LTD. Dated as of November 9, 2015Master Transaction Agreement • November 16th, 2015 • Yirendai Ltd. • Finance services • New York
Contract Type FiledNovember 16th, 2015 Company Industry JurisdictionThis Master Transaction Agreement (this “Agreement”) is dated as of November 9, 2015, by and between CreditEase Holdings (Cayman) Limited, a company incorporated under the laws of the Cayman Islands (“CreditEase”), and Yirendai Ltd., a company incorporated under the laws of the Cayman Islands (“Yirendai”) (each of CreditEase and Yirendai a “Party” and, together, the “Parties”).
MASTER TRANSACTION AGREEMENT Between RENREN INC., CM SEVEN STAR ACQUISITION CORPORATION And KAIXIN AUTO GROUP Dated as of April 30, 2019Master Transaction Agreement • May 10th, 2019 • Renren Inc. • Services-computer processing & data preparation • Hong Kong
Contract Type FiledMay 10th, 2019 Company Industry JurisdictionThis Master Transaction Agreement is dated as of April 30, 2019, by and among Renren Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Renren”), CM Seven Star Acquisition Corporation, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“CM Seven Star”), and Kaixin Auto Group, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Kaixin”) (each of Renren, CM Seven Star and Kaixin a “Party” and, together, the “Parties”).
MASTER TRANSACTION AGREEMENT Dated as of July 30, 2014 by and among The E. W. Scripps Company, Scripps Media, Inc., Desk Spinco, Inc., Desk NP Operating, LLC, Desk NP Merger Co., Desk BC Merger, LLC, Journal Communications, Inc., Boat Spinco, Inc.,...Master Transaction Agreement • July 31st, 2014 • Journal Communications Inc • Newspapers: publishing or publishing & printing • New York
Contract Type FiledJuly 31st, 2014 Company Industry JurisdictionTHIS MASTER TRANSACTION AGREEMENT (this “Agreement”), dated July 30, 2014, is by and among The E. W. Scripps Company, an Ohio corporation (“Scripps”), Scripps Media, Inc., a Delaware corporation and wholly owned subsidiary of Scripps (“SMI”), Desk Spinco, Inc., a Wisconsin corporation and wholly owned subsidiary of SMI (“Scripps Spinco”), Desk NP Operating, LLC, a Wisconsin limited liability company and wholly owned subsidiary of SMI (“SNOC”), Desk BC Merger, LLC, a Wisconsin limited liability company and wholly owned subsidiary of Scripps (“Scripps Broadcast Merger, LLC”), Journal Communications, Inc., a Wisconsin corporation (“Journal”), Boat Spinco, Inc., a Wisconsin corporation and wholly owned subsidiary of Journal (“Journal Spinco”), Boat NP Newco, Inc., a Wisconsin corporation (“Newco”), Desk NP Merger Co., a Wisconsin corporation and wholly owned subsidiary of Newco (“Scripps Newspaper Merger Sub”) and Boat NP Merger Co., a Wisconsin corporation and wholly owned subsidiary of N