KIRKLAND ELLIS LLP AND AFFILIATED PARTNERSHIPS 601 Lexington Avenue New York, New York 10022 Yosef J. Riemer, P.C. To Cail Writer Directly: (212) 446-4800 I Facsimile: (212) 446-4802 (212) 446-4900 yriemer@kirkland.com April 6, 2017 Via Email John Quinn, Esq. Quinn Emanuel 865 South Figueroa Street, 10th Fl. Los Angeles, CA 90017?2543 Re: Your April 5, 2017 Letter Dear Mr. Quinn: I write on behalf of tronc, Inc. (?tronc?) in response to your letter dated April 5, 2017. Your letter is a cynical and tranSparent attempt to smear tronc and the other members of tronc?s board of directors (the ?Board?) in an effort to de?ect attention from the clear improprieties of your client, Dr. Patrick Soon-Shiong. The letter is ?lled with misstatements, and I am not going to dignify them with a point?by?point rebuttal. The red herrings in your letter do not change the fact that Dr. Soon~Shiong has repeatedly traded in tronc stock without ?rst satisfying the requirements of tronc?s insider trading policy, which requires Dr. Soon?Shiong to obtain the approval of tronc?s general counsel, Ms. Julie Xanders, prior to trading. Accordingly, tronc repeats its demand that Dr. Soon?Shiong cease trading in tronc stock without ?rst obtaining Ms. Xanders? approval to do so. Your client is not exempt from the obligations to which all other directors are subject. To recap the basis for tronc?s demand, I remind you that Dr. Soon?Shiong has publicly disclosed the following trades in tronc stock: Date Disclosed Shares Traded June 9, 2016 2,900 June 13,2016 500 November 4, 2016 28,749 November 7, 2016 2,600 Beijing Chicago Hong Kong Houston London Los Angeles Munich Palo Alto San Francisco Shanghai Washington, D.C. KIRKLAND ELLIS LLP John Quinn, Esq. April 6, 2017 Page 2 November 8, 2016 200,000 November 9, 2016 33,775 November 10, 2016 35,301 November 11, 2016 25,790 November 14, 2016 8,250 November 16, 2016 26,164 November 17, 2016 20,109 November 18, 2016 18,312 November 21,2016 21,475 November 22, 2016 17,984 November 23, 2016 84,675 November 29, 2016 35,643 November 30, 2016 29,379 December 2, 2016 27,754 December 5, 2016 6,151 December 6, 2016 27,351 December 7, 2016 19,263 December 8, 2016 200 February 16, 2017 6,920 February 17, 2017 7,217 KIRKLAND ELLIS LLP John Quinn, Esq. April 6, 2017 Page 3 March 20, 2017 2,950,000 Dr. Soon?Shiong received an email dated June 14, 2016 from Ms. Rebecca Marquez, tronc?s assistant general counsel, in which Ms. Marquez explained to Dr. Soon-Shiong that his June 13 purchase of tronc securities was transacted in violation of the Company?s Policy on Trading in Securities, because the trading window closed on June 10, 2016. Further, as Ms. Marquez explained to Dr. Soon-Shiong in that email, both his June 9 and June 13, 2016 purchases of securities required preclearance from tronc General Counsel Julie Xanders, but Dr. Soon-Shiong failed to request preclearance and thus he traded without such preclearance in further violation of the Policy. Mr. Charles Kim, General Counsel to Nant, responded to Ms. Marquez?s email in an email dated June 14, 2016, writing that, ?Dr. Patrick Soon?Shiong will comply with the policy, including blackout periods and preclearance of trades, as well as federal and state securities laws generally.? However, Dr. Soon?Shiong continued to ?out this policy. For example, in a February 21, 2017 email from Charles Kenworthy, President of Nant, to Ms. Marquez and Ms. Xanders, Mr. Kenworthy acknowledged that Dr. Soon?Shiong had purchased tronc shares on February 16 and 17, 2017, even though no preclearance had been given for those trades. Mr. Kenworthy further indicated at that time that Dr. Soon-Shiong ?intend[ed] to buy additional shares.? Mr. Kenworthy requested approval for those past and future purchases, which was denied. The overt and knowing breaches of tronc?s insider trading policy are not the only governance lapses by your client. The excuses offered for Dr. Soon?Shiong?s repeated absences from Board meetings are simply not credible. As I stated in my letter to you of March 28, 2017, tronc?s management has repeatedly scheduled meetings around Dr. Soon-Shiong?s schedule, and despite his assurances that he will attend those meetings, he has failed to do so. You have claimed that Dr. Soon-Shiong was unable to attend multiple meetings because he was given the wrong dial-in number, but Dr. Soon?Shiong was provided the same meeting notice and dial-in number as all other members of the Board. No other director seems to have had any dif?culty joining telephonic Board meetings. By contrast, the Board?s actions that you hold up as illustrations of poor corporate governance prove precisely the opposite. You complain about related-party transactions between tronc and tronc?s chairman, Michael J. Ferro, or his investment vehicle. In fact, the Board?s Audit Committee was noti?ed of all such transactions, and all such transactions have been fully disclosed in tronc?s ?lings with the Securities and Exchange Commission. Mr. Ferro and tronc KIRKLAND ELLIS LLP John Quinn, Esq. April 6, 2017 Page 4 have been completely transparent about those transactions. Aside from those transactions that are disclosed in tronc?s public ?lings, there are no other reportable related-party transactions between Mr. Ferro or his af?liates, on the one hand, and tronc, on the other hand, and any assertion by you to the contrary is false and baseless. In conclusion, it seems clear that your client?s acquisitions of stock in violation of tronc?s insider trading policy, as well as your media campaign against the company, are all part of your client?s strategy to coerce the company into selling your client the Los Angeles Times. But the LA Times is not for sale. As was discussed with your client in December of 2016, the only way for your client to own the LA Times is to acquire the whole company. And if your client wants to make such a proposal, the Board will do its duty and consider it. As always, this letter is not a waiver of any rights, powers, privileges, remedies, or defenses of tronc, now existing or hereafter arising, all of which are expressly reserved. YosefJ. Riemer, P.C. cc: Julie K. Xanders, Esq. Justin Dearborn, Esq. Terry Jimenez Rebecca Kwok Marquez, Esq. Charles Kim, Esq. Charles Kenworthy, Esq.