On July 26, 2021, Gannett Co. Inc., through its subsidiary Gannett Media Corp. (“Gannett Media”), entered into a strategic alliance with Tipico USA Technology Inc. (“Tipico”). In connection with the strategic alliance, Gannett Media and Tipico entered into a Strategic Alliance Agreement (the “Agreement”), dated as of July 26, 2021 (the “Effective Date”), pursuant to which Gannett Media agreed to provide, on an exclusive basis and subject to applicable laws, Tipico advertising, marketing, promotions, events and services that are crafted to promote Tipico, Tipico’s brand and the Tipico gambling services within the United States. Pursuant to the Agreement, Tipico will make an initial payment to Gannett Media of $10.0 million within 30 days of the Effective Date, and will pay media fees of $80.0 million over the term of the Agreement. Tipico will also pay Gannett Media for certain qualified player referrals over the term of the Agreement. In addition, a designee of Gannett Media was issued a warrant with a $0.00 strike price to acquire up to 4,990 shares of common stock, representing a minority interest, of Tipico US Group Corp., parent company to Tipico, a portion of which vests upon the Effective Date and the remainder of which vests in four tranches based upon qualified player referrals. The Agreement has an initial five year term and may be terminated by either party upon an uncured material breach by the other party, upon the other party’s insolvency, or in the event the Agreement violates applicable laws or jeopardizes either party’s business or licenses. Pursuant to the Agreement, the Company and Tipico also agreed to enter into exclusive good faith negotiations prior to the end of the initial term regarding the possible extension or renewal of the Agreement. The Agreement contains customary representations and warranties, confidentiality provisions and indemnification obligations.