AGREEMENT AND PLAN OF MERGER among TWENTY-FIRST CENTURY FOX, INC. THE WALT DISNEY COMPANY TWC MERGER ENTERPRISES 2 CORP. and TWC MERGER ENTERPRISES 1, LLC Dated as of December 13, 2017Agreement and Plan of Merger • December 14th, 2017 • Walt Disney Co/ • Cable & other pay television services • Delaware
AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this “Agreement”), dated as of December 13, 2017, among Twenty-First Century Fox, Inc., a Delaware corporation (the “Company”), The Walt Disney Company, a Delaware corporation (“Parent”), TWC Merger Enterprises 2 Corp., a Delaware corporation and a wholly owned Subsidiary of Parent (“Corporate Sub”), and TWC Merger Enterprises 1, LLC, a Delaware limited liability company and a wholly owned Subsidiary of Parent (“Merger LLC”, and together with Corporate Sub, the “Merger Subs”). Capitalized terms used in this Agreement shall have the respective meanings ascribed thereto in the sections of this Agreement set forth next to such terms on Annex A hereto.
VOTING AGREEMENTVoting Agreement • December 14th, 2017 • Walt Disney Co/ • Cable & other pay television services • Delaware
VOTING AGREEMENT (hereinafter referred to as this “Agreement”), dated as of December 13, 2017, among The Walt Disney Company, a Delaware corporation (“Parent”), and the undersigned stockholders (each, a “Covered Stockholder”, and collectively, the “Covered Stockholders”) of Twenty-First Century Fox, Inc., a Delaware corporation (the “Company”).
Amendment to Amended and Restated Employment Agreement Dated as of October 6, 2011 As amended July 1, 2013, October 2, 2014 and March 22, 2017Employment Agreement • December 14th, 2017 • Walt Disney Co/ • Cable & other pay television services
This letter amends your Amended and Restated Employment Agreement, dated October 6, 2011, as amended by letters dated July 1, 2013, October 2, 2014 and March 22, 2017 (as amended, the “Agreement”), to provide that, except as otherwise provided in paragraph 6 below, the Employment Period thereunder shall be extended to December 31, 2021 (the “Restated Expiration Date”). All references in the Agreement to the Expiration Date shall be changed to the Restated Expiration Date.
