Exhibit 10.3


 


STOCKHOLDER SUPPORT AGREEMENT


 


This STOCKHOLDER SUPPORT
AGREEMENT (this “Agreement”) is entered into as of June 24, 2021, by and among 890 5th Avenue Partners Inc., a
Delaware corporation (“Parent”), BuzzFeed, Inc., a Delaware corporation (the “Company”) and [•]
(the “Shareholder”). Each of Parent, the Company and the Shareholder are sometimes referred to herein individually
as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined
herein shall have the meanings ascribed to them in the Merger Agreement (defined below).


 


RECITALS


 


WHEREAS, on June 24,
2021, Parent, Bolt Merger Sub I, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent (“Merger Sub”),
Bolt Merger Sub II, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent (“Merger Sub II”)
and the Company, entered into that certain Agreement and Plan of Merger (as amended, supplemented or otherwise modified from time to time
in accordance with its terms, the “Merger Agreement”) pursuant to which, among other things, Merger Sub will merge
with and into the Company, with the Company as the surviving company in the merger and, after giving effect to such merger, becoming a
wholly-owned Subsidiary of Parent (the “Surviving Entity”), and each Company Share (including the Covered Company Shares
(as defined below) will be converted into the right to receive Parent Class A Stock or Parent Class B Stock, in each case, on the terms
and subject to the conditions set forth in the Merger Agreement;


 


WHEREAS, immediately
following the Closing, the Merger Sub II will merge with and into the Surviving Entity, with Merger Sub II surviving such merger;


 


WHEREAS, as of the
date hereof, the Shareholder is the record and beneficial owner of the number and type of shares of Company Common Stock and/or Company
Preferred Stock set forth on Schedule A hereto (together with (i) any other shares of capital stock of the Company that the Shareholder
acquires record or beneficial ownership after the date hereof and (ii) any shares of capital stock of the Company with respect to which
the Shareholder has or acquires voting power, collectively, the “Covered Company Shares”); and


 


WHEREAS, in consideration
for the benefits to be received by the Shareholder under the terms of the Merger Agreement, the Shareholder agrees to enter into this
Agreement and to be bound by the agreements, covenants and obligations contained in this Agreement.


 


NOW, THEREFORE, in
consideration of the premises and the mutual promises set forth herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties, each intending to be legally bound, hereby agree as follows:


 






     


     


    

 


AGREEMENT


 


1.                  
Agreement to Vote.


 


(a)                Shareholder,
solely in his, her or its capacity as a stockholder or proxy holder of the Company, irrevocably and unconditionally agrees (until
the termination of this Agreement in accordance with its terms), and agrees to cause any other holder of record of any of the
Shareholder’s Covered Company Shares, to validly execute and deliver to the Company in respect of all of the
Shareholder’s Covered Company Shares, on or as promptly as reasonably practicable (and in any event within three (3) Business
Days) following the time at which (x) the Registration Statement is declared effective under the Securities Act and (y) the Company
requests such delivery, a written consent in respect of all of the Shareholder’s Covered Company Shares approving the Merger,
the Merger Agreement, the other transactions contemplated thereby (including the C Acquisition) and any other matters necessary or
reasonably requested by the Company to implement the foregoing. In addition, the Shareholder, in his, her or its capacity as a
stockholder or proxy holder of the Company, irrevocably and unconditionally agrees (until the termination of this Agreement in
accordance with its terms) that, at any other meeting of the Company Stockholders (whether annual or special and whether or not an
adjourned or postponed meeting, however called and including any adjournment or postponement thereof) and in connection with any
written consent of Company Stockholders, such Shareholder shall, and shall cause any other holder of record of any of such
Shareholder’s Covered Company Shares to:


 


(i)                   
when such meeting is held, appear at such meeting or otherwise cause the Shareholder’s Covered Company Shares to be counted
as present thereat for the purpose of establishing a quorum;


 


(ii)                 
vote (or execute and return an action by written consent), or cause to be voted at such meeting (or validly execute and return
and cause such consent to be granted with respect to), all of such Shareholder’s Covered Company Shares owned as of the record date
for such meeting (or the date that any written consent is executed by such Stockholder) in favor of the Merger, the Merger Agreement,
the other transactions contemplated thereby (including the C Acquisition) and any other matters necessary or reasonably requested by the
Company to implement the foregoing; 


 


(iii)               
in any other circumstances upon which a consent or other approval is required under the Company Organizational Documents or the
Seventh Amended and Restated Voting Agreement, dated as February 16, 2021, by and among the Company, the Stockholder and the other parties
thereto, as amended (the “Voting Agreement”) or otherwise sought, in each case, with respect to the Merger, the Merger
Agreement or the other transactions contemplated by the Merger Agreement (including the C Acquisition), vote, consent or approve (or cause
to be voted, consented or approved) all of such Shareholder’s Covered Company Shares held at such time in favor thereof; and


 


(iv)                
vote (or execute and return an action by written consent), or cause to be voted at such meeting (or validly cause such consent
to be granted with respect to), all of such Shareholder’s Covered Company Shares against (i) any Company Business Combination (other
than as contemplated by the Merger Agreement); (ii) any proposal that would result in a material change in the business, management or
the board of directors of the Company (other than as contemplated by the Merger Agreement); and (iii) any proposal, action or agreement
that would be reasonably expected to (A) impede, frustrate, prevent or nullify any provision of this Agreement, the Merger Agreement or
the Merger, or the C Acquisition Purchase Agreement or the C Acquisition (B) result in a breach in any respect of any covenant, representation,
warranty or any other obligation or agreement of the Company under the Merger Agreement or (C) result in any of the conditions set forth
in Article VII of the Merger Agreement or Article VII of the C Acquisition Purchase Agreement not being fulfilled.


 


(b)                Without
limiting any other rights or remedies of Parent, the Shareholder hereby irrevocably (subject to the last sentence of this Section
1(b)) appoints Parent or any individual designated by Parent as the Shareholder’s agent, attorney-in-fact and proxy (with full
power of substitution and resubstituting), for and in the name, place and stead of the Shareholder, to attend on behalf of the
Shareholder any meeting of the Company Stockholders with respect to the matters described in Section 1(a), to include the Covered
Company Shares in any computation for purposes of establishing a quorum at any such meeting of the Company Stockholders, to vote (or
cause to be voted) the Covered Company Shares or consent (or withhold consent) with respect to any of the matters described in
Section 1(a) in connection with any meeting of the Company Stockholders or any action by written consent by the Company
Stockholders, in each case, in the event that the Shareholder fails to perform or otherwise comply with the covenants, agreements or
obligations set forth in Section 1(a). The proxy granted in this Section 1(b) shall terminate immediately upon the termination of
this Agreement.


 






    2


     


    

 


(c)               
The proxy granted by the Shareholder pursuant to Section 1(b) is coupled with an interest sufficient in law to support an irrevocable
proxy and is granted in consideration for Parent entering into the Merger Agreement and agreeing to consummate the transactions contemplated
thereby. The proxy granted by the Shareholder pursuant to Section 1(b) is also a durable proxy and shall survive the bankruptcy, dissolution,
death, incapacity or other inability to act by the Shareholder and shall revoke any and all prior proxies granted by the Shareholder with
respect to the Covered Company Shares. The vote or consent of the proxyholder in accordance with Section 1(b) with respect to the matters
in Section 1(a) shall control in the event of any conflict between such vote or consent by the proxyholder of the Covered Company Shares
and a vote or consent by the Shareholder of the Covered Company Shares (or any other Person with the power to vote the Covered Company
Shares) with respect to the matters in Section 1(a). The proxyholder may not exercise the proxy granted pursuant to Section 1(b) on any
matter except those provided in Section 1(a). For the avoidance of doubt, the Shareholder may vote the Covered Company Shares on all other
matters, subject to, for the avoidance of doubt, the other applicable covenants, agreements and obligations set forth in this Agreement.


 


(d)               
The obligations of the Shareholder specified in this Section 1 shall apply whether or not the Merger, the C Acquisition or any
action described above is recommended by the board of directors of the Company or the board of directors of the Company has previously
recommended the Merger or the C Acquisition but withdrawn, withheld, amended, qualified or modified, or (privately or publicly) proposed
to change, withdrawn, withhold, amend, qualify or modify such recommendation; provided that nothing herein shall amend, limit or otherwise
modify any obligation contained in the Merger Agreement (including Section 6.10 thereof) or the C Acquisition Purchase Agreement.


 


(e)               
Notwithstanding anything in this Agreement to the contrary, no Shareholder makes
any agreement or understanding in this Agreement in such Shareholder's or its affiliate’s capacity as (i) a party to the C Acquisition
Purchase Agreement, (ii) as an equity holder of Complex Media, Inc. (each of (i) and (ii), a “C Party”), in each case, as
applicable, and nothing in this Agreement: (x) will limit or affect any actions or omissions taken by any Shareholder or its affiliate
in its capacity as a C Party , including in exercising rights under the C Acquisition Purchase Agreement, and no actions or omissions
taken by any Shareholder or its affiliate in its capacity as a C Party shall be deemed a breach of this Agreement; or (y) will be construed
to prohibit, limit, or restrict the Shareholder or its affiliate from exercising any right or remedy pursuant to the C Acquisition Purchase
Agreement, including any right or remedy against the Company.


 


2.                  
Other Covenants and Agreements.


 


(a)               
The Shareholder hereby agrees that, notwithstanding anything to the contrary in any such agreement, with respect to each such agreement
to which the Shareholder is a party (i) each of the agreements set forth on Schedule B hereto shall be automatically terminated
and of no further force and effect (including any provisions of any such agreement that, by its terms, survive such termination) effective
as of, and subject to and conditioned upon the occurrence of, the Closing and (ii) upon such termination none of the Shareholder, the
Company nor any of their respective Affiliates (including, from and after the Effective Time, Parent and its Affiliates) shall have any
further obligations or liabilities under each such agreement. Without limiting the generality of the foregoing, each of the Parties hereby
agrees to promptly execute and deliver all additional agreements, documents and instruments and take, or cause to be taken, all actions
necessary or reasonably advisable in order to achieve the purpose of the preceding sentence.


 






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(b)                The
Shareholder shall be bound by and subject to (i) Section 6.4(a) and (b) (Confidentiality; Public Announcements) of the
Merger Agreement to the same extent as such provisions apply to the parties to the Merger Agreement, as if the Shareholder is
directly party thereto; provided that, the foregoing shall bind and subject the Shareholder only to the confidentiality and
non-use obligations of the Confidentiality Agreement (as defined in the Merger Agreement), and shall not bind nor subject the
Shareholder to any other provisions thereof; provided further that, notwithstanding Section 6.4(b) of the Merger Agreement,
the Shareholder shall be permitted to make a public announcement to the extent that such announcement is required by applicable
stock exchange rule, (ii) the first sentence of Section 6.10(a) (No Solicitation) of the Merger Agreement and (iii)
Section 6.7 (No Claim Against Trust Account) of the Merger Agreement to the same extent as such provisions apply to the
Company, in each case, mutatis mutandis, as if the Shareholder is directly party thereto. Notwithstanding anything in this
Agreement to the contrary, (x) the Shareholder shall not be responsible for the actions of the Company or the board of
directors of the Company (or any committee thereof) or any officers, directors (in their capacity as such), employees and
professional advisors of any of the foregoing (the “Company Related Parties”), including with respect to any of
the matters contemplated by this Section 2(b) (y) the Shareholder is not making any representations or warranties with
respect to the actions of any of the Company Related Parties, and (z) any breach by the Company of its obligations under the Merger
Agreement shall not be considered a breach of this Section 2(b) (it being understood for the avoidance of doubt that the
Shareholder shall remain responsible for any breach by it of this Section 2(b)).


 


(c)               
The Shareholder acknowledges and agrees that Parent and the other Parent Parties are entering into the Merger Agreement in reliance
upon the Shareholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the
agreements, covenants and obligations contained in this Agreement and but for the Shareholder entering into this Agreement and agreeing
to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement,
Parent and Merger Sub would not have entered into or agreed to consummate the transactions contemplated by the Merger Agreement.


 


(d)               
The Shareholder hereby waives any rights of appraisal, including under Section 262 of the DGCL, or any other rights to dissent
from the Merger that the Shareholder may have under applicable Legal Requirements.


 


(e)               
At or prior to the Closing, the Shareholder shall duly execute and deliver to the Company and Parent the Eighth Amended and Restated
Investor Rights Agreement of the Company, dated as of the date hereof, by and among the Company, the Shareholder and the other parties
thereto substantially in the form attached hereto as Exhibit A.


 


3.                  
Shareholder Representations and Warranties. The Shareholder represents and warrants to Parent as follows:


 


(a)               
If the Shareholder is an entity, the Shareholder is a corporation, limited liability company or other applicable business entity
duly organized or formed, as applicable, validly existing and in good standing (or the equivalent thereof, if applicable, in each case,
with respect to the jurisdictions that recognize the concept of good standing or any equivalent thereof) under the laws of its jurisdiction
of formation or organization (as applicable).


 


(b)                The
Shareholder has the requisite corporate, limited liability company or other similar power and authority (or, if the Shareholder is a
natural person, the Shareholder has the legal capacity) to execute and deliver this Agreement, to perform its covenants, agreements
and obligations hereunder (including, for the avoidance of doubt, those covenants, agreements and obligations hereunder that relate
to the provisions of the Merger Agreement), and to consummate the transactions contemplated hereby. If the Shareholder is an entity,
the execution and delivery of this Agreement has been duly authorized by all necessary corporate (or other similar) action on the
part of the Shareholder. This Agreement has been duly and validly executed and delivered by the Shareholder and constitutes a valid,
legal and binding agreement of the Shareholder (assuming that this Agreement is duly authorized, executed and delivered by Parent),
enforceable against the Shareholder in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization,
moratorium or other Legal Requirements affecting generally the enforcement of creditors’ rights and subject to general
principles of equity).


 






    4


     


    

 


(c)               
No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the
part of the Shareholder with respect to the Shareholder’s execution, delivery or performance of its covenants, agreements or obligations
under this Agreement (including, for the avoidance of doubt, those covenants, agreements and obligations under this Agreement that relate
to the provisions of the Merger Agreement) or the consummation of the transactions contemplated hereby, except for any consents, approvals,
authorizations, designations, declarations, waivers or filings, the absence of which would not adversely affect the ability of the Shareholder
to perform, or otherwise comply with, any of its covenants, agreements or obligations hereunder in any material respect.


 


(d)               
None of the execution or delivery of this Agreement by the Shareholder, the performance by the Shareholder of any of its covenants,
agreements or obligations under this Agreement (including, for the avoidance of doubt, those covenants, agreements and obligations under
this Agreement that relate to the provisions of the Merger Agreement) or the consummation of the transactions contemplated hereby will,
directly or indirectly (with or without due notice or lapse of time, or both) (i) if the Shareholder is an entity, result in any breach
of any provision of the Shareholder’s organizational and governing documents, (ii) result in a violation or breach of, or constitute
a default or give rise to any right of termination, consent, cancellation, amendment, modification, suspension, revocation or acceleration
under, any of the terms, conditions or provisions of any Contract to which the Shareholder is a party, (iii) violate, or constitute a
breach under, any Order or applicable Legal Requirement to which the Shareholder or any of its properties or assets are bound or (iv)
other than the restrictions contemplated by this Agreement, result in the creation of any Lien upon the Covered Company Shares, except,
in the case of any of clause (ii) and clause (iii) above, as would not adversely affect the ability of the Shareholder to
perform, or otherwise comply with, any of its covenants, agreements or obligations hereunder in any material respect.


 


(e)               
The Shareholder is the record and beneficial owner of the Covered Company Shares and has valid, good and marketable title to the
Covered Company Shares, free and clear of all Liens (other than transfer restrictions under applicable securities laws or the Company
Stockholder Agreements or the restrictions contemplated by this Agreement). Except for the Covered Company Shares, the Shareholder does
not own, beneficially or of record, any shares of capital stock of the Company. Except as otherwise expressly contemplated by the Company
Organizational Documents or the Company Stockholder Agreements, the Shareholder does not have the right to acquire any shares of capital
stock of the Company. The Shareholder has the sole right to vote (and provide consent in respect of, as applicable) the Covered Company
Shares and, except for this Agreement, the Merger Agreement and the Company Stockholder Agreements, the Shareholder is not party to or
bound by (i) any option, warrant, purchase right, or other Contract that would (either alone or in connection with one or more events,
developments or events (including the satisfaction or waiver of any conditions precedent)) require the Shareholder to Transfer any of
the Covered Company Shares or (ii) any voting trust, proxy or other Contract with respect to the voting or Transfer of any of the Covered
Company Shares. As used herein, the term “Company Stockholder Agreements” means those Contracts set forth on Schedule
C.


 


(f)                
There is no Legal Proceeding pending or, to the Shareholder’s knowledge, threatened against the Shareholder that, if adversely
decided or resolved, would reasonably be expected to adversely affect the ability of the Shareholder to perform, or otherwise comply with,
any of its covenants, agreements or obligations under this Agreement in any material respect.


 






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(g)               
 The Shareholder, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that (i)
it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business,
assets, condition, operations and prospects of, the Parent Parties and (ii) it has been furnished with or given access to such documents
and information about the Parent Parties and their respective businesses and operations as it and its Representatives have deemed necessary
to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement, the other Transaction
Agreements to which it is or will be a party and the transactions contemplated hereby and thereby.


 


(h)               
In entering into this Agreement and the other Transaction Agreements to which it is or will be a party, the Shareholder has relied
solely on its own investigation and analysis and the representations and warranties expressly set forth in the Transaction Agreements
to which it is or will be a party and no other representations or warranties of any Parent Party (including, for the avoidance of doubt,
none of the representations or warranties of any Parent Party set forth in the Merger Agreement or any other Transaction Agreement) or
any other Person, either express or implied, and the Shareholder, on its own behalf and on behalf of its Representatives, acknowledges,
represents, warrants and agrees that, except for the representations and warranties expressly set forth in the Transaction Agreements
to which it is or will be a party, none of the Parent Parties or any other Person makes or has made any representation or warranty, either
express or implied, in connection with or related to this Agreement, the Transaction Agreements to which it is or will be a party or the
transactions contemplated hereby or thereby.1


 


4.                  
Transfer of Covered Company Shares. Except as expressly contemplated by the Merger Agreement or with the prior written consent
of Parent (such consent to be given or withheld in its sole discretion), from and after the date hereof, the Shareholder agrees not to
(a)  Transfer any of the Covered Company Shares, (b) enter into (i) any option, warrant, purchase right, or other Contract
that would (either alone or in connection with one or more events, developments or events (including the satisfaction or waiver of any
conditions precedent)) require the Shareholder to Transfer the Covered Company Shares or (ii) any voting trust, proxy or other Contract
with respect to the voting or Transfer of the Covered Company Shares, or (c) take any actions in furtherance of any of the matters
described in the foregoing clause (a) or clause (b). Notwithstanding the foregoing, the Shareholder may Transfer its Covered
Company Shares to its Affiliates with prior written notice to (but without the consent of) Parent, subject to any such Affiliate transferee
signing a joinder hereto agreeing to be bound by all provisions hereof to the same extent as the Shareholder or to any Person who is,
prior to such Transfer, bound by the provisions hereof to the same extent as the Shareholder. For purposes of this Agreement, “Transfer”
means any, direct or indirect, sale, transfer, assignment, pledge, mortgage, exchange, hypothecation, grant of a security interest in
or disposition or encumbrance of an interest (whether with or without consideration, whether voluntarily or involuntarily or by operation
of law or otherwise); provided that a “Transfer” shall be deemed not to include (i) any sale, transfer, assignment, pledge,
mortgage, exchange, hypothecation, grant of a security interest in or disposition or encumbrance of an interest in any publicly traded
securities of Shareholder or any Person holding any equity securities in Shareholder or (ii) any sale or other transfer (directly or indirectly)
of the Covered Company Shares in a transaction where the fair market value of the Covered Company Shares being sold or otherwise transferred
does not exceed 10% of the total value of the applicable transaction.


 





 






1 Note to Draft:
For purposes of the Support Agreement to be executed by NBCUniversal Media, this Section 3(h) to also cover the Escrow Agreement by and
among PNC Bank, NBCUniversal Media and Jonah Peretti.


 






    6


     


    

 


5.                   Termination.
This Agreement shall automatically terminate, without any notice or other action by any Party upon the earlier of (a) the
Effective Time; (b) the termination of the Merger Agreement in accordance with its terms and (c) the mutual agreement of the
Parties hereto. Upon termination of this Agreement as provided in the immediately preceding sentence, none of the Parties shall have
any further obligations or liabilities under, or with respect to, this Agreement. Notwithstanding the foregoing or anything to the
contrary in this Agreement, (i) the termination of this Agreement pursuant to Section 5(b) shall not affect any
liability on the part of any Party for a Willful Breach of any covenant or agreement set forth in this Agreement prior to such
termination or Fraud and (ii) the representations and warranties set forth in Section 3(g) and Section 3(h) and the
covenants set forth in clauses (i) and (iii) of the first sentence of Section 2(b) shall each survive any termination of this
Agreement, pursuant to Section 5(b). For purposes of this Section 5, (x) “Willful Breach”
means a material breach that is a consequence of an act undertaken or a failure to act by the breaching Party with the knowledge
that the taking of such act or such failure to act would, or would reasonably be expected to, constitute or result in a breach of
this Agreement and (y) “Fraud” means an act or omission committed by a Party, and requires: (A) a false or
incorrect representation or warranty expressly set forth in this Agreement, (B) with actual knowledge (as opposed to
constructive, imputed or implied knowledge) by the Party making such representation or warranty that such representation or warranty
expressly set forth in this Agreement is false or incorrect, (C) an intention to deceive another Party, to induce it to enter
into this Agreement, (D) another Party, in justifiable or reasonable reliance upon such false or incorrect representation or
warranty expressly set forth in this Agreement, causing such Party to enter into this Agreement, and (E) another Party to
suffer damage by reason of such reliance. For the avoidance of doubt, “Fraud” does not include any claim for equitable
fraud, promissory fraud, unfair dealings fraud or any torts (including a claim for fraud or alleged fraud) based on negligence or
recklessness.


 


6.                  
Fiduciary Duties. Notwithstanding anything in this Agreement to the contrary, (a) the Shareholder makes no agreement
or understanding herein in any capacity other than in such Shareholder’s capacity as a record holder and beneficial owner of the
Covered Company Shares, and not in such Shareholder’s capacity as a director, officer or employee of the Company or any of the Company’s
Subsidiaries or in such Shareholder’s capacity as a trustee or fiduciary of any Company Equity Plan, and (b) nothing herein
will be construed to limit or affect any action or inaction by such Shareholder or any representative of such Shareholder serving as a
member of the board of directors of the Company or as an officer, employee or fiduciary of the Company, in each case, acting in such person’s
capacity as a director, officer, employee or fiduciary of the Company.


 


7.                  
No Recourse. Except for claims pursuant to the Merger Agreement, the C Acquisition Purchase Agreement or any other Transaction
Agreement by any party thereto against any other party thereto, each Party agrees that (a) this Agreement may only be enforced against,
and any action for breach of this Agreement may only be made against, the Parties, and no claims of any nature whatsoever (whether in
tort, contract or otherwise) arising under or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions
contemplated hereby shall be asserted against any Parent Party, and (b) none of the Company or any Parent Party shall have any liability
arising out of or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby, including
with respect to any claim (whether in tort, contract or otherwise) for breach of this Agreement or in respect of any written or oral representations
made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements
or omissions with respect to any information or materials of any kind furnished in connection with this Agreement, the negotiation hereof
or the transactions contemplated hereby.


 






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8.                  
Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given
(and shall be deemed to have been duly given) by delivery in person, by facsimile (having obtained electronic delivery confirmation thereof)
if applicable, e-mail (having obtained electronic delivery confirmation thereof (i.e., an electronic record of the sender that the email
was sent to the intended recipient thereof without an “error” or similar message that such email was not received by such
intended recipient)), or by registered or certified mail (postage prepaid, return receipt requested) (upon receipt thereof) to the other
Parties as follows:


 


(a)               
 If to Parent, to:


 


890 5th Avenue Partners, Inc.


14 Elm Place, Suite 206


Rye, New York 10580


 


with a copy (which shall not constitute notice) to:


 


BraunHagey & Borden LLP


351 California Street


San Francisco, CA 94104


Attention: Daniel J. Harris; Jason R. Sanderson


Email: harris@braunhagey.com; sanderson@braunhagey.com




and


 


Akin Gump Strauss Hauer & Feld LLP


1 Bryant Park


New York, NY 10036


Attention: Kerry E. Berchem; Courtney S. York


Email: kberchem@akingump.com; cyork@akingump.com


 


(a)               
If to the Company, to:


 


BuzzFeed, Inc.


111 East 18th Street


New York, NY 10003


 


with a copy (which shall not constitute notice) to:


 


Fenwick & West LLP


902 Broadway


New York, NY 10010


Attention: Mark C. Stevens; Dawn Belt; Ethan A. Skerry; Aman
Singh


Email: mstevens@fenwick.com; dbelt@fenwick.com; eskerry@fenwick.com;
asingh@fenwick.com


 


(b)               
If to Shareholder, to the address specified on the signature page hereto.


 


with a copy (which shall not constitute notice) to:


 


Fenwick & West LLP


902 Broadway


New York, NY 10010


Attention: Mark C. Stevens; Dawn Belt; Ethan A. Skerry; Aman
Singh


Email: mstevens@fenwick.com; dbelt@fenwick.com; eskerry@fenwick.com;
asingh@fenwick.com


 


or to such other
address as the Party to whom notice is given may have previously furnished to the others in writing in the manner set forth above.


 






    8


     


    

 


9.                  
 Entire Agreement. This Agreement, the Merger Agreement and documents referred to herein and therein constitutes the entire
agreement of the Parties with respect to the subject matter of this Agreement, and supersede all prior agreements and undertakings, both
written and oral, among the Parties with respect to the subject matter of this Agreement, except as otherwise expressly provided in this
Agreement.


 


10.              
Amendments and Waivers; Assignment. Any provision of this Agreement may be amended or waived if, and only if, such amendment
or waiver is in writing and signed by the Shareholder and Parent. Notwithstanding the foregoing, no failure or delay by any Party in exercising
any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise
of any other right hereunder. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assignable by
the Shareholder without Parent’s prior written consent (to be withheld or given in its sole discretion).


 


11.              
Fees and Expenses. Except as otherwise expressly set forth in the Merger Agreement, all fees and expenses incurred in connection
with this Agreement and the transactions contemplated hereby, including the fees and disbursements of counsel, financial advisors and
accountants, shall be paid by the Party incurring such fees or expenses.


 


12.              
Remedies. Except as otherwise expressly provided herein, any and all remedies provided herein will be deemed cumulative
with and not exclusive of any other remedy conferred hereby, or by law or equity upon such Party, and the exercise by a Party of any one
remedy will not preclude the exercise of any other remedy. The Parties agree that irreparable damage for which monetary damages, even
if available, would not be an adequate remedy, would occur in the event that either Party does not perform its respective obligations
under the provisions of this Agreement in accordance with their specific terms or otherwise breach such provisions. It is accordingly
agreed that each Party shall be entitled to seek an injunction or injunctions, specific performance and other equitable relief to prevent
breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, in each case, without posting a bond
or undertaking and without proof of damages and this being in addition to any other remedy to which they are entitled at law or in equity.
Each Party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief when expressly
available pursuant to the terms of this Agreement on the basis that the other parties have an adequate remedy at law or an award of specific
performance is not an appropriate remedy for any reason at law or equity.


 


13.              
No Third Party Beneficiaries. This Agreement shall be for the sole benefit of the Parties and their respective successors
and permitted assigns and is not intended, nor shall be construed, to give any Person, other than the Parties and their respective successors
and assigns, any legal or equitable right, benefit or remedy of any nature whatsoever by reason this Agreement. Nothing in this Agreement,
expressed or implied, is intended to or shall constitute the Parties, partners or participants in a joint venture.


 


14.              
Miscellaneous. Sections 9.1 (No Survival), 10.2 (Interpretation), 10.3 (Counterparts), 10.5 (Severability), 10.7 (Governing
Law), and 10.8 (Consent to Jurisdiction; Waiver of Jury Trial) of the Merger Agreement are incorporated herein by reference and shall
apply to this Agreement, mutatis mutandis.


 


[Signature page follows]


 






    9


     


    

 


IN WITNESS WHEREOF, the Parties
have executed and delivered this Stockholder Support Agreement as of the date first above written.


 


 


 


	 	890 5th Avenue Partners, Inc.
	 	 
	 	By: 	 
	 	Name:	Adam Rothstein
	 	Title:	Executive Chairman


 


[Signature Page to Stockholder Support Agreement]


 






     


     


    

 


IN WITNESS WHEREOF, the Parties
have executed and delivered this Stockholder Support Agreement as of the date first above written.


 


	 	BuzzFeed, Inc. 
	 	 
	 	By: 	 
	 	Name:	Jonah Peretti
	 	Title:	Chief Executive Officer


 


[Signature Page to Stockholder Support Agreement]


 






     


     


    

 


IN WITNESS WHEREOF, the Parties
have executed and delivered this Stockholder Support Agreement as of the date first above written.


 


 


 


	 	[Shareholder]
	 	 
	 	By: 	                           
	 	Name:	 
	 	Title:	 


 


	 	Address:
	 	 
	 	 
	 	 
	 	 
	 	Attn: 	 
	 	E-mail:	 
	 	 
	 	with a copy (which shall not constitute notice) to:
	 	 
	 	 
	 	 
	 	Attn: 	 
	 	E-mail:	 



 


[Signature Page to Stockholder Support Agreement]


 






     


     


    

 


SCHEDULE A


 


 


 


	Class/Series Securities	Number of Shares
	Company Series A-1 Preferred Stock	[●]
	Company Series A-1 Preferred Stock	[●]
	Company Series B Preferred Stock	[●]
	Company Series C Preferred Stock	[●]
	Company Series D Preferred Stock	[●]
	Company Series E Preferred Stock	[●]
	Company Series F Preferred Stock	[●]
	Company Series F-1 Preferred Stock	[●]
	Company Series G Preferred Stock	[●]
	Company Series G-1 Preferred Stock	[●]
	Class A Common Stock	[●]
	Class B Common Stock	[●]


 


[Schedule A to Stockholder Support Agreement]


 






     


     


    

 


SCHEDULE B


 


Terminated Agreements


 


Seventh Amended and Restated First Refusal and Co-Sale
Agreement, dated February 16, 2021.


 


Seventh Amended and Restated Voting Agreement, dated
February 16, 2021.


 


[Schedule B to Stockholder Support Agreement]


 






     


     


    

 


SCHEDULE C


 


Company Stockholder Agreements


 


Eighth Amended and Restated Investor Rights Agreement of BuzzFeed,
Inc. dated June 24, 2021.


 


Seventh Amended and Restated First Refusal and Co-Sale
Agreement, dated February 16, 2021.


 


Seventh Amended and Restated Voting Agreement, dated
February 16, 2021.


 


The Merger Agreement.


 


[Schedule C to Stockholder Support Agreement]


 






     


     


    

 


EXHIBIT A


 


Eighth Amended and Restated Investors’
Rights Agreement


 


[Schedule C to Stockholder Support Agreement]