Item 1.01 Entry into a Material Definitive Agreement.

On January 4, 2022, Entravision Digital Holdings, LLC (the "Acquiror"), a wholly-owned subsidiary of Entravision Communications Corporation (the "Company") entered into an amendment, effective as of December 31, 2021 (the "Amendment"), to that Share Purchase Agreement, dated as of August 25, 2021 (the "Acquisition Agreement"), among the Acquiror, the Company, the Target, and the selling parties thereto (the "Sellers"), including certain sellers who are individual persons (the "Individual Sellers"). Under the original Acquisition Agreement, the Acquiror acquired the remaining 49% of the issued and outstanding shares of the Target in return for future earn-out payments to be made to the Sellers.

The Amendment provides, in material part, that the Acquiror pay the Individual Sellers $14,730,000 in the aggregate, on or around the Effective Date. As consideration in part, the Amendment terminates certain rights granted to the Individual Sellers under the Acquisition Agreement, including the right to appoint a member of the board of directors of Target.

The Amendment also provides that Acquiror pays the Individual Sellers the following reduced "Earn-Out Payments", if any, in the aggregate:



• by April 2022, an amount equal to 49% of the 2021 EBITDA of Target, multiplied
by 6, and then divided by 3, less the amount paid to the Individual Sellers at
Closing;
• by April 2023, in the event 2022 EBITDA of the Target is greater than 2021
EBITDA, an amount equal to the difference between the 2022 EBITDA and 2021
EBITDA, multiplied by 49%, multiplied by 6, divided by 3, and then multiplied by
the ownership percentage of the Individual Sellers as of the date of the
Acquisition Agreement; and
• by April 2024, a payment equal to $10,000,000 less an amount (up to
$10,000,000) equaling 49 percent of any amounts paid by the Target for
acquisitions, with such difference multiplied by the ownership percentage of the
Individual Sellers as of the date of the Acquisition Agreement, plus, in the
event 2023 EBITDA of the Target is greater than 2021 EBITDA, an amount equal to
the difference between the 2023 EBITDA and 2021 EBITDA, multiplied by 49%,
multiplied by 6, divided by 3, and then multiplied by the ownership percentage
of the Individual Sellers as of the date of the Acquisition Agreement.

All other provisions of the Acquisition Agreement, as amended, remain in full force and effect unless expressly amended or modified by the Amendment. The foregoing summary of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of such agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1 Amendment No. 1 to Share Purchase Agreement executed on January 4, 2022 by and among Entravision Digital Holdings, LLC, Entravision Communications Corporation, Redmas Ventures, S.L., and the selling shareholders named therein.

104 Cover Page Interactive Date File (embedded within the Inline XBRL document).

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