Exhibit 10.1
COOPERATION AGREEMENT
This Cooperation Agreement (this “Agreement”) is made as of the 4th day of May, 2023, by and between Entravision Communications Corporation (the “Company”), Alexandra Seros, Estate of Walter F. Ulloa, Alexandra Seros, as Trustee of the Seros Ulloa Family Trust of 1996 and Thomas Strickler, as Trustee of The Walter F. Ulloa Irrevocable Trust of 1996 (collectively, the “Stockholders,” and together with the Company, the “Parties”).
WHEREAS, as of the date hereof, the Stockholders beneficially own 14,192,573 shares of Class A Common Stock, $0.0001 par value per share, (the “Common Stock”), or approximately 18.1% of the issued and outstanding shares of Common Stock; and
WHEREAS, the Stockholders and the Company have determined to come to an agreement with respect to the composition of the Company’s Board of Directors (the “Board”) and certain other matters.
NOW, THEREFORE, in consideration of the covenants and promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally bound, hereby agree as follows:
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The Stockholders shall communicate any specific operational, succession or governance proposals with respect to the Company solely to the CEO or the CFO or the Chair of the Board.
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Entravision Communications Corporation
2425 Olympic Blvd., Suite 6000
West Santa Monica, California 90404
Attention: Mark Boelke
Jeff DeMartino
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Email: [Redacted]
[Redacted]
with an additional copy (which shall not constitute notice) to:
Goodwin Procter LLP
100 Northern Avenue
Boston, Massachusetts 02210
Attn: Joseph L. Johnson III
Andrew H. Goodman
Email: jjohnson@goodwinlaw.com agoodman@goodwinlaw.com
Alexandra Seros
[Redacted]
with a copy (which shall not constitute notice) to:
Kenneth D Polin, Esq.
Email: kpolin@gmail.com
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[Signature Page Follows]
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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed on the date first set forth above.
ENTRAVISION COMMUNICATIONS CORPORATION
By: /s/ Christopher Young
Name: Christopher Young
Title: Interim Chief Executive Officer, Chief Financial Officer and Treasurer
ALEXANDRA SEROS
By: /s/ Alexandra Seros
Name: Alexandra Seros
ESTATE OF WALTER F. ULLOA
By: /s/ Alexandra Seros
Name: Alexandra Seros
Title: Personal Representative
ALEXANDRA SEROS, AS TRUSTEE OF THE SEROS ULLOA FAMILY TRUST OF 1996
By: /s/ Alexandra Seros
Name: Alexandra Seros
Title: Trustee
THOMAS STRICKLER, AS TRUSTEE OF THE WALTER F. ULLOA IRREVOCABLE TRUST OF 1996
By: /s/ Thomas Strickler
Name: Thomas Strickler
Title: Trustee
[Signature Page to Cooperation Agreement]
Schedule A
Stockholder | Shares Beneficially Owned | Shares Owned of Record |
ALEXANDRA SEROS | 13,203,725 | 425 |
ESTATE OF WALTER F. ULLOA | 2,702,783 | 2,702,783 |
ALEXANDRA SEROS, AS TRUSTEE OF THE SEROS ULLOA FAMILY TRUST OF 1996 | 10,599,517 | 10,599,517 |
THOMAS STRICKLER, AS TRUSTEE OF THE WALTER F. ULLOA IRREVOCABLE TRUST OF 1996 | 889,848 | 889,848 |
ACTIVE/122844757.6