Common use of Material Contracts Clause in Contracts

Material Contracts. (a) Schedule 4.11 lists all of the following Contracts to which the Company is a party as of the date hereof: (i) any Contract related to Indebtedness; (ii) any joint venture, partnership or other arrangement involving a sharing of profits involving the Company, other than the LLC Agreement; (iii) any Contract for the acquisition, sale or lease of properties or assets with a value in excess of $1 million other than sales of properties or inventories in the Ordinary Course of Business; (iv) any Contract (A) restricting any right of the Company to compete with any Person or in any line of business or geographic area or during any period of time or (B) restricting any right of the Company to sell to or purchase from any Person, or that grants the other Person “most favored nation” status or exclusivity, other than the Legacy Affiliate Agreements; (v) any Contract or group of related Contracts for capital expenditures in excess of $1 million for any single project or related series of projects; (vi) any Contract with any customer or advertiser under which the Company received revenues in excess of $1 million during the last year; (vii) any services Contract involving payments by the Company in excess of $1 million during the last year; (viii) any Contract which evidences a “trade” or “barter” transaction in which the Company would receive goods or services from the customer or vendor in exchange for furnishing goods or services after the date of this Agreement; (ix) any Contract providing for material indemnification rights or obligations to or from any Person (excluding indemnities contained in agreements for the purchase, sale or license of products or services entered into in the Ordinary Course of Business), other than the LLC Agreement; (x) other than the Legacy Affiliate Agreement and the LLC Agreement, any Contract with any Seller or any Affiliate of any Seller or any director or officer of the Company; (xi) all Legacy Affiliation Agreements (other than Legacy Affiliation Agreements between the Company and Purchaser or any of its Newspaper Affiliates) and similar affiliation Contracts for the sale of the Company’s products and services with any Person that is not an Affiliate of Purchaser or any Seller; (xii) any Contract with any Governmental Entity; (xiii) any Contract with employees of or consultants to the Company that involves a commitment for annual consideration with a value in excess of $250,000 that cannot be terminated by the Company without liability upon prior notice of 30 days or less; (xiv) any other Contract that involves annual commitments in excess of $1 million that cannot be terminated by the Company without penalty upon prior notice of 30 days or less. (b) As of the date hereof, each of the Leases and Contracts listed or required to be listed on Schedules 4.11, 4.12, 4.13(e)(1) or 4.13(e)(2) (collectively, the “Material Contracts”) constitutes a valid and binding obligation of the Company (except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Law)), and is in full force and effect, except where the failure to be in full force and effect would not, individually or in the aggregate, reasonably be expected to be material to the Business or the Company. To the Knowledge of the Company, as of the date hereof, no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute any default or breach by the Company or any other party thereto, except for such breaches, defaults, events or conditions that would not, individually or in the aggregate, reasonably be expected to be material to the Business or the Company. Complete and correct copies of each of the Material Contracts have heretofore been delivered to Purchaser. (c) There are no outstanding powers of attorney executed on behalf of the Company. (d) Schedule 4.11(d) sets forth (i) a list of each Seller’s 20 largest advertising customers with respect to the Business and (ii) all “major accounts” or “national accounts” of ▇▇▇▇.▇▇▇ as provided under the Legacy Affiliate Agreements, in each case as of the date hereof.

Material Contracts. (a) Section 5.11(a) of the Disclosure Schedule 4.11 lists all sets forth an accurate and complete list of each of the following Contracts to which the any Brand Company is a party as of or by which any such Brand Company and its properties and assets are bound (together with all Contracts under which any Brand Company has (x) acquired or obtained, or has or has been licensed or otherwise granted, any license, permission or other right to utilize any Intellectual Property that is owned by a Person other than Seller or the date hereof:Brand Companies or (y) licensed or otherwise granted any Person any license, permission or other right to utilize any Material Registered Company Intellectual Property, including the License Agreements, collectively, the “Material Contracts”): (i) Contracts with a customer of any Contract related to IndebtednessBrand Company that generated net revenue for the Company in excess of $1,000,000 during the 12-month period ended December 31, 2015; (ii) Contracts pursuant to which any joint ventureBrand Company paid to any supplier, partnership vendor or other arrangement involving a sharing similar Person in excess of profits involving $1,000,000 during the Company12-month period ended December 31, other than the LLC Agreement2015; (iii) Contracts relating to the rental or use of tangible personal property, equipment, vehicles, other personal property or fixtures, except for any Contract for the acquisition, sale or lease individually involving payment of properties or assets with a value in excess of annual rental sums less than $1 million other than sales of properties or inventories in the Ordinary Course of Business150,000 annually; (iv) Contracts pursuant to which any Contract Brand Company is bound by any (A) restricting any right of the Company covenant not to compete with any Person or in any line of business or geographic area or during any period of time or geographical area, (B) restricting covenant not to engage in a specific line of business, (C) covenant not to use, exploit or enforce any right of the Company to sell to or purchase from Intellectual Property in any Person, or that grants the other Person “most favored nation” status or exclusivity, other than the Legacy Affiliate Agreementscapacity; (v) Contracts pursuant to which any Contract or group of related Contracts for capital expenditures Brand Company has incurred any Indebtedness in excess of $1 million for 50,000 or granted a Lien (other than Permitted Liens) on any single project property or related series asset of projectsany Brand Company; (vi) Contracts relating to any Contract with joint venture, partnership, strategic alliance, shareholders’ agreement, co-marketing, co-promotion, co-packaging, joint development or similar arrangement pursuant to which any customer Brand Company either receives or advertiser under which the Company received revenues makes payments in excess of $1 million during the last year50,000 annually; (vii) Contracts for the employment, hire or retention of any services Contract involving officer, employee, consultant, or independent contractor of any Brand Company (on a full-time or part-time basis) (A) for which such Brand Company is obligated as of the date of this Agreement to make payments by the Company in excess of $1 million during 100,000 annually or (B) providing for the last yearpayment of cash or other compensation or benefits upon the consummation of the Contemplated Transactions; (viii) Contracts involving any Contract resolution or settlement of any actual or threatened Proceeding which evidences involve (A) payments in excess of $150,000 which have not yet been paid or (B) any restrictive covenants that are currently binding upon any Brand Company; (ix) other than pursuant to the Gaiam-FFL APA, Contracts for the sale of any of the properties or assets of the Brand Companies, other than in the ordinary course of business consistent with past practice, for consideration in excess of $150,000 which were entered into within the last twenty-four (24) months and pursuant to which a “trade” or “barter” transaction Brand Company has any ongoing obligations thereunder; and (x) Contracts, not otherwise identified above, pursuant to which any of the Brand Companies has a non-contingent obligation as of the date of this Agreement to make payments in which excess of $150,000 individually during the Company would receive goods or services from the customer or vendor in exchange for furnishing goods or services after 12-month period following the date of this Agreement; (ix) any Contract providing for material indemnification rights or obligations to or from any Person (excluding indemnities contained in agreements for the purchase, sale or license of products or services entered into in the Ordinary Course of Business), other than the LLC Agreement; (x) other than the Legacy Affiliate Agreement and the LLC Agreement, any Contract with any Seller or any Affiliate of any Seller or any director or officer of the Company; (xi) all Legacy Affiliation Agreements (other than Legacy Affiliation Agreements between the Company and Purchaser or any of its Newspaper Affiliates) and similar affiliation Contracts for the sale of the Company’s products and services with any Person that is not an Affiliate of Purchaser or any Seller; (xii) any Contract with any Governmental Entity; (xiii) any Contract with employees of or consultants to the Company that involves a commitment for annual consideration with a value in excess of $250,000 that cannot be terminated by the Company without liability upon prior notice of 30 days or less; (xiv) any other Contract that involves annual commitments in excess of $1 million that cannot be terminated by the Company without penalty upon prior notice of 30 days or less. (b) As Seller has delivered or made available to Purchaser complete and accurate copies of each written Contract (other than purchase orders) set forth on Section 5.11(a) of the date hereofDisclosure Schedule (including all written amendments, each of modifications and supplements thereto). All Material Contracts are valid, binding and enforceable against the Leases applicable Brand Company and Contracts listed or required to be listed on Schedules 4.11, 4.12, 4.13(e)(1) or 4.13(e)(2) (collectively, against the “Material Contracts”) constitutes a valid and binding obligation of the Company other parties thereto (except in each case as the enforceability thereof may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium insolvency or similar other Applicable Laws affecting creditors’ rights generally and or by general principles of equity (regardless of whether considered in a proceeding in equity or at Law)equity), and is in full force and effect, except where the failure . Each Brand Company has performed all obligations required to be performed by it to date under the Material Contracts to which it is a party, and it is not in full force breach or default in any material respect thereunder. No other party to any Material Contract is in breach or default thereunder and effect would notthere exists no change, individually or in the aggregateevent, reasonably be expected to be material to the Business or the Company. To the Knowledge of the Companyeffect, as of the date hereof, no event has occurred and no condition or state of facts exists circumstance which, with the passage giving of notice, the lapse of time or the giving happening of notice any other event or bothcondition, would constitute any become a default or breach by the Company or any other party thereto, except for such breaches, defaults, events or conditions that would not, individually or in the aggregate, reasonably be expected to be material to the Business or the Company. Complete and correct copies event of each of the Material Contracts have heretofore been delivered to Purchaser. (c) There are no outstanding powers of attorney executed on behalf of the Company. (d) Schedule 4.11(d) sets forth (i) a list of each Seller’s 20 largest advertising customers default thereunder with respect to the Business and (iiany Material Contract. Each Material Contract set forth in Section 5.11(a) all “major accounts” or “national accounts” of ▇▇▇▇.▇▇▇ as provided under the Legacy Affiliate Agreements, in each case as of the date hereofDisclosure Schedule (or required to be set forth in Section 5.11(a) of the Disclosure Schedule) has not been terminated or been repudiated.

Material Contracts. (a) Except as set forth in Schedule 4.11 lists all 3.10 and after giving effect to the Restructuring Transactions, none of the ELN Companies is a party to or otherwise bound by any of the following Contracts relating to the Business (collectively, the “Material Contracts”), other than the CCC Agreement, which shall be of no further effect with regards to the Company is a party Purchased ELN Companies as of the date hereofClosing: (i) any Contract related to Indebtednesslease or sublease of real property; (ii) any joint venture, partnership lease or other arrangement involving a sharing sublease of profits involving the Company, other than the LLC Agreementpersonal property providing for annual payments in excess of $50,000; (iii) any Contract for the acquisitionpurchase of goods, sale services, materials, supplies or lease of properties or assets with a value equipment providing for either (A) annual payments in excess of $1 million other than sales 100,000 or (B) aggregate payments in excess of properties or inventories in the Ordinary Course of Business$250,000; (iv) any distribution, sales, advertising or agency Contract providing for either (A) restricting any right annual payments to or by an ELN Company in excess of the Company to compete with any Person or in any line of business or geographic area or during any period of time $100,000 or (B) restricting any right of the Company to sell aggregate payments to or purchase from any Person, or that grants the other Person “most favored nation” status or exclusivity, other than the Legacy Affiliate Agreementsby an ELN Company in excess of $250,000; (v) any Contract granting any Person “most favoured nation” status or group of related Contracts for capital expenditures in excess of $1 million for any single project “exclusivity” or related series of projectssimilar rights; (vi) any Contract with any customer or advertiser under which the Company received revenues Governmental Authority providing for either (A) annual payments in excess of $1 million during the last year100,000 or (B) aggregate payments in excess of $250,000; (vii) any services Contract involving payments by the Company in excess of $1 million during the last yearfor any partnership, joint venture, strategic alliance or other similar arrangement; (viii) any Contract which evidences a “trade” providing for the settlement of any material claim against any ELN Company or “barter” transaction in which relating to the Company would receive goods or services from the customer or vendor in exchange for furnishing goods or services after the date of this AgreementBusiness; (ix) any Contract providing for material indemnification rights relating to the acquisition or obligations to divestiture of any business or from any Person assets (excluding indemnities contained in agreements for the purchasewhether by merger, sale of equity, sale of assets or license otherwise) (1) that have obligations remaining to be performed or liabilities continuing after the date of products or services entered into this Agreement other than in the Ordinary Course of Business), other than or (2) that took place during the LLC Agreementone year period prior to the Closing Date; (x) other than the Legacy Affiliate Agreement and the LLC Agreement, any Contract with granting any Seller Person a right of first refusal, right of first offer or similar right to purchase or acquire any Affiliate material assets, properties or business of any Seller or any director or officer of the an ELN Company; (xi) all Legacy Affiliation Agreements (any Contract requiring an ELN Company to make any advance, loan, extension of credit or capital contribution to, or other than Legacy Affiliation Agreements between the Company and Purchaser or investment in, any of its Newspaper Affiliates) and similar affiliation Contracts for the sale of the Company’s products and services with any Person that is not an Affiliate of Purchaser or any SellerPerson; (xii) any Contract with (A) evidencing or guaranteeing any Governmental EntityIndebtedness (including all loan agreements, notes, bonds, debentures, indentures or guarantees), or (B) creating or granting a Lien on the Shares or any assets or properties of an ELN Company, other than Permitted Liens; (xiii) any Contract with employees between an ELN Company, on the one hand, and the Seller, any Affiliate of the Seller or consultants to any director, manager or officer of an ELN Company, on the Company that involves a commitment for annual consideration with a value in excess of $250,000 that cannot be terminated by the Company without liability upon prior notice of 30 days or lessother hand; (xiv) any license, sublicense or royalty agreement relating to any Intellectual Property, other than standard end-user license agreements relating to any “shrink wrap,” “click wrap” or “off the shelf” software that is generally commercially available; (xv) any Contract that limits or purports to limit the ability of an ELN Company (or would limit the ability of the Purchaser after the Closing) (A) to engage in any line of business, (B) to compete with any Person, (C) to operate in any geographic area, (D) to Solicit or accept business from the customers of any Person or (E) to Solicit for employment or hire any Person; or (xvi) any other Contract of a type that involves annual commitments in excess of $1 million that canis not be terminated covered by the other clauses of this Section 3.10(a) that (A) is not terminable on not more than 60 days’ notice and without the payment of any penalty by, or any other material consequence to, applicable ELN Company without penalty upon prior notice or (B) is material to the operation of 30 days or lessthe Business. (b) As The Seller has made available to the Purchaser a true, complete and correct copy of each Material Contract made in writing, along with accurate written descriptions in all material respects of each Material Contract made orally, including all amendments thereto, other than the date hereof, each of the Leases and Material Contracts listed or required in Schedule 3.10 which are subject to be listed on Schedules 4.11, 4.12, 4.13(e)(1) or 4.13(e)(2) (collectively, confidentiality agreements but for which the “Seller has provided written summaries that accurately describe all material terms of such Material Contracts”. (c) constitutes Each Material Contract (i) is a legal, valid and binding obligation of the applicable ELN Company and, to the Knowledge of the Seller, the other parties thereto, (except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Law)), and ii) is in full force and effecteffect in accordance with its terms and (iii) upon consummation of the Contemplated Transactions, except where the failure to be will continue in full force and effect would notwithout penalty or other adverse consequence, individually subject to obtaining the consents and approvals, giving the notices or taking the other actions referred to in Schedule 3.4(b). None of the aggregateELN Companies, reasonably be expected the Seller or, to be material to the Business or the Company. To the Knowledge of the CompanySeller, as any other party to any Material Contract is in breach of the date hereofor default under, no in any material respect, or has provided or received any written notice alleging any breach of or default under, in any material respect, any Material Contract. No event has occurred and no condition that (with or state of facts exists which, with the passage without notice lapse of time or the giving of notice or both, ) would constitute a material breach of or material default under any default or breach Material Contract in any material respect by the applicable ELN Company or to the Knowledge of the Seller, by any other party thereto, except for such breaches, defaults, events or conditions that would not, individually or in the aggregate, reasonably be expected to be material to the Business or the Company. Complete and correct copies of each of the Material Contracts have heretofore been delivered to Purchaser. (c) There are no outstanding powers of attorney executed on behalf of the Company. (d) Schedule 4.11(d) sets forth (i) a list of each Seller’s 20 largest advertising customers with respect to the Business and (ii) all “major accounts” or “national accounts” of ▇▇▇▇.▇▇▇ as provided under the Legacy Affiliate Agreements, in each case as of the date hereof.

Material Contracts. (a) Except as set forth on Schedule 4.11 lists all 4.12 of the following Contracts Acquirer Disclosure Letter or filed with any Crosstex MLP SEC Document (including incorporation by reference) filed with the SEC prior to which the Company Execution Date, as of the Execution Date, none of the Crosstex Entities is a party as of the date hereofto or bound by any Contract that: (i) any Contract related is of a type that would be required to Indebtednessbe included as an exhibit to a registration statement on Form S-1 pursuant to Items 601(b)(2), (4), (9) or (10) of Regulation S-K of the SEC if such a registration statement was filed by Crosstex MLP on the Execution Date; (ii) includes any joint venture, partnership or other arrangement involving a sharing Affiliate of profits involving the Company, Crosstex MLP (other than the LLC Agreementa wholly-owned Subsidiary of Crosstex MLP) as a counterparty or third party beneficiary; (iii) has a term in excess of one (1) year and, together with any other Contract listed on Schedule 4.12(a)(iii) of the Acquirer Disclosure Letter with the same counterparty, generates annual gross operating margin in excess of $10,000,000; (iv) contains any provision or covenant which materially restricts any Crosstex Entity or any Affiliate thereof from engaging in any lawful business activity or competing with any Person, other than exclusivity arrangements with respect to joint development projects with a term of less than one year; (v) (A) relates to the creation, incurrence, assumption, or guarantee of any indebtedness for borrowed money by any Crosstex Entity or (B) creates a capitalized lease obligation (except, in the acquisitioncase of both clause (A) and (B), any such Contract with an aggregate principal amount not exceeding $10,000,000); (vi) is in respect of the formation of any partnership, limited liability company agreement or joint venture or otherwise relates to the joint ownership or operation of the assets owned by any Crosstex Entity involving assets or obligations in excess of $25,000,000; (vii) includes the acquisition or sale or lease of properties or assets with a book value in excess of $1 million other than sales 10,000,000 (whether by merger, sale of properties stock, sale of assets or inventories in the Ordinary Course of Business; (iv) any Contract (A) restricting any right of the Company to compete with any Person or in any line of business or geographic area or during any period of time or (B) restricting any right of the Company to sell to or purchase from any Person, or that grants the other Person “most favored nation” status or exclusivity, other than the Legacy Affiliate Agreements; (v) any Contract or group of related Contracts for capital expenditures in excess of $1 million for any single project or related series of projects; (vi) any Contract with any customer or advertiser under which the Company received revenues in excess of $1 million during the last year; (vii) any services Contract involving payments by the Company in excess of $1 million during the last yearotherwise); (viii) relates to futures, swaps, collars, puts, calls, floors, caps, options or otherwise is intended to reduce or eliminate the fluctuations in the prices of commodities, including natural gas, natural gas liquids, crude oil and condensate, other than any Contract which evidences a “trade” or “barter” transaction that is both (A) entered into in which accordance with Crosstex MLP’s internal commodity risk hedging policy in effect as of the Company would receive goods or services from Execution Date and (B) in the customer or vendor in exchange for furnishing goods or services after the date ordinary course of this Agreement;business; or (ix) any Contract providing for material indemnification rights or obligations to or from any Person (excluding indemnities contained in agreements for the purchase, sale or license of products or services entered into in the Ordinary Course of Business), other than the LLC Agreement; (x) other than the Legacy Affiliate Agreement and the LLC Agreement, any is a purchase Contract with any Seller or any Affiliate of any Seller or any director or officer of the Company; (xi) all Legacy Affiliation Agreements (other than Legacy Affiliation Agreements between the Company and Purchaser or any of its Newspaper Affiliates) and similar affiliation Contracts for the sale of the Company’s products and services with any Person respect to commodities that is not an Affiliate of Purchaser or any Seller; (xii) any Contract with any Governmental Entity; (xiii) any Contract with employees of or consultants material to the Company that involves Crosstex Entities, taken as a commitment for annual consideration with a value in excess of $250,000 that cannot be terminated by the Company without liability upon prior notice of 30 days or less; (xiv) any other Contract that involves annual commitments in excess of $1 million that cannot be terminated by the Company without penalty upon prior notice of 30 days or lesswhole. (b) As of the date hereof, each of the Leases and Contracts listed or Each Contract required to be listed on Schedules 4.11disclosed pursuant to Section 4.12(a) and each Contract to which any Crosstex Entity is bound as of the Execution Date that relates to (i) the purchase of materials, 4.12supplies, 4.13(e)(1goods, services or other assets (in each case, other than commodities), or (ii) the construction of capital assets, in the cases of both clauses (i) and (ii) that provides for annual payments by or 4.13(e)(2) to any Crosstex Entity in excess of $10,000,000 (collectively, the “Crosstex Material Contracts”) constitutes has been made available to the Contributor Parties and, to the Knowledge of the Acquirer Parties, is a valid and binding obligation of the Company (except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Law))Crosstex Entity, and is in full force and effecteffect and enforceable in accordance with its terms against such Crosstex Entity and, except where the failure to be in full force and effect would not, individually or in the aggregate, reasonably be expected to be material to the Business or Knowledge of the Company. Acquirer Parties, the other parties thereto, except, in each case, as enforcement may be limited by Creditors’ Rights. (c) To the Knowledge of the CompanyAcquirer Parties, as none of the date hereof, Crosstex Entities nor any other party to any Crosstex Material Contract is in default or breach in any material respect under the terms of any Crosstex Material Contract and no event has occurred and no condition that with the giving of notice or state of facts exists which, with the passage of time or the giving of notice or both, both would constitute a breach or default in any default or breach material respect by such Crosstex Entity or, to the Company or Knowledge of the Acquirer Parties, any other party theretoto any Crosstex Material Contract, except for such breachesor would permit termination, defaults, events modification or conditions that would not, individually or in the aggregate, reasonably be expected to be material to the Business or the Company. Complete and correct copies of each of the acceleration under any Crosstex Material Contracts have heretofore been delivered to PurchaserContract. (c) There are no outstanding powers of attorney executed on behalf of the Company. (d) Schedule 4.11(d) sets forth (i) a list of each Seller’s 20 largest advertising customers with respect to the Business and (ii) all “major accounts” or “national accounts” of ▇▇▇▇.▇▇▇ as provided under the Legacy Affiliate Agreements, in each case as of the date hereof.

Material Contracts. (a) Schedule 4.11 lists all Section 4.10(a) of the Seller Disclosure Letter sets forth a true and correct list, as of the Effective Date, of the following Business Contracts to which the Company is a party as (other than Leases and such Contracts set forth in Sections 4.9(c), 4.9(d), 4.15(a) and 4.16(a) of the date hereofSeller Disclosure Letter), copies of which have been made available to Purchaser: (i) Contracts for the purchase or sale of assets, products or services (other than Contracts for the purchase or sale of inventory (including any Contract related to Indebtednessfinished goods, raw materials, components or work-in-progress) or obsolete equipment in the ordinary course of business consistent with past practice), in each case requiring annual payments by any party thereto in excess of $1,000,000; (ii) Contracts for the purchase or sale of any joint venture, partnership business or line of business that have continuing indemnity or other arrangement involving a sharing material obligations of profits involving the Company, other than the LLC AgreementBusiness; (iii) Contracts which grant to any Contract for the acquisition, sale or lease of properties or assets with a value in excess of $1 million Person other than sales a Purchased Company the exclusive right to market, distribute or resell any Business product, or to exclusively represent a Purchased Company or an Asset Seller with respect to any such product, or act as exclusive agent for a Purchased Company or an Asset Seller in connection with the marketing, distribution or sale of properties or inventories in the Ordinary Course of Businessany Business product; (iv) Contracts for the lease of Equipment requiring annual payments by a Purchased Company or Asset Seller in excess of $1,000,000; (v) Contracts with any Contract (A) restricting any right of the Material Relationships; (vi) Contracts granting an Encumbrance (other than a Permitted Encumbrance) on any Purchased Equity Interest or material Business Asset; (vii) Contracts which limit or purport to limit a Purchased Company or an Asset Seller, or which following the Closing would limit or purport to compete limit Purchaser or any of its Affiliates, in each case, from engaging in any line of business or competing with any Person or in any line of business or geographic area or during any period of time or (B) restricting any right of the Company to sell to or purchase from any Person, or that grants the other Person “most favored nation” status or exclusivity, other than the Legacy Affiliate Agreements; (v) any Contract or group of related Contracts for capital expenditures in excess of $1 million for any single project or related series of projects; (vi) any Contract with any customer or advertiser under which the Company received revenues in excess of $1 million during the last year; (vii) any services Contract involving payments by the Company in excess of $1 million during the last yeartime; (viii) Contracts requiring any Contract which evidences Purchased Company or any Asset Seller to purchase all or a “trade” or “barter” transaction specified portion of the requirements of the Business, other than Contracts that are immaterial in which amount and nature to the Company would receive goods or services from the customer or vendor in exchange for furnishing goods or services after the date of this AgreementBusiness; (ix) Contracts pursuant to which any Contract providing Purchased Company has incurred any material indebtedness for material indemnification rights borrowed money or obligations to or from issued any Person (excluding indemnities contained in agreements for the purchase, sale or license guarantee of products or services entered into in the Ordinary Course any Liability of Business), any other than the LLC AgreementPerson; (x) other than the Legacy Affiliate Agreement and the LLC Agreement, any Contract with any consulting or independent contractor Contracts requiring annual payments by a Purchased Company or Asset Seller or any Affiliate in excess of any Seller or any director or officer of the Company$100,000; (xi) all Legacy Affiliation Agreements (sales commission agreements and similar Contracts providing for payments to any Person based on sales, purchases, or profits, other than Legacy Affiliation Agreements between direct payments for goods, under which a Purchased Company or Asset Seller made payments exceeding $500,000 in the Company and Purchaser or any of its Newspaper Affiliates) and similar affiliation Contracts for aggregate during the sale of the Company’s products and services with any Person that is not an Affiliate of Purchaser or any Seller12-month period ending June 30, 2016; (xii) any Contract joint venture, partnership or other Contracts involving a sharing of profits, losses, costs or Liabilities of the Business with any Governmental Entityother Person; (xiii) any Contract with employees Contracts for capital expenditures, other than (A) capital expenditures reflected in the capital expenditures budget of the Business previously made available to Purchaser or consultants (B) which involves or is reasonably likely to the Company that involves a commitment for annual consideration with a value in excess involve aggregate expenditures of not more than $250,000 that cannot be terminated by the Company without liability upon prior notice of 30 days or less;2,000,000; and (xiv) Contracts with any director, officer or employee (in each case, other Contract that involves annual commitments than (A) employment agreements covered in excess Section 4.10(a)(x), (B) payments of $1 million that cannot be terminated compensation for employment to employees in the ordinary course of business and (C) participation in Employee Benefit Plans by the Company without penalty upon prior notice of 30 days or lessemployees). (b) As of the date hereofEach Contract set forth in, each of the Leases and Contracts listed or required to be listed on Schedules 4.11set forth in, 4.12or if entered into prior to the Effective Date, 4.13(e)(1would be required to be set forth in, Section 4.10(a) or 4.13(e)(2) of the Seller Disclosure Letter (collectivelyeach, the a “Material ContractsContract”) constitutes is a legal, valid and binding obligation of a Purchased Company or an Asset Seller and, to the Company (Knowledge of Parent, each other party thereto, enforceable in accordance with its terms, except as to the extent that its enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or moratorium, receivership and similar Laws laws affecting the enforcement of creditors’ rights generally and by to general principles of equity (regardless of whether considered in a proceeding in equity equitable principles. No Purchased Company or at Law)), and Asset Seller is in full force and effectbreach or default of, or has received any written notice of any breach, default or event that, with notice or lapse of time, or both, would constitute a default by a Purchased Company or Asset Seller under any Material Contract, except where the failure to as would not reasonably be in full force and effect would notexpected, individually or in the aggregate, reasonably be expected to be result in a material to Liability of the Business Purchased Companies and the Asset Sellers, taken as a whole, or otherwise materially interfere with the Companyconduct of the Business, taken as a whole, in substantially the manner currently conducted. To the Knowledge of the Company, as of the date hereofParent, no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute any default or breach by the Company or any other party theretoto a Material Contract is in breach or default of such Material Contract, except for any such breaches, defaults, events breaches or conditions defaults that would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to be result in a material Liability owed to the Business Purchased Companies and the Asset Sellers, taken as a whole, or otherwise materially interfere with the Company. Complete and correct copies of each conduct of the Material Contracts have heretofore been delivered to PurchaserBusiness, taken as a whole, in substantially the manner currently conducted. (c) There are no outstanding powers of attorney executed on behalf Section 4.10(c) of the Company. (d) Schedule 4.11(d) Seller Disclosure Letter sets forth (i) a list true and correct list, as of the Effective Date, of each Seller’s 20 largest advertising customers Shared Contract that is material to the Business in any respect. Each Shared Contract set forth in, or required to be set forth in, or if entered into prior to the Effective Date, would be required to be set forth in, Section 4.10(c) of the Seller Disclosure Letter is, with respect to the Business Business, a legal, valid and (ii) all “major accounts” binding obligation of a Purchased Company or “national accounts” an Asset Seller and, to the Knowledge of ▇▇▇▇Parent, each other party thereto, enforceable in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium, receivership and similar laws affecting the enforcement of creditors’ rights generally and to general equitable principles.▇▇▇ as provided under the Legacy Affiliate Agreements, in each case as of the date hereof.

Material Contracts. Except as expressly disclosed in Section 1(h) of the Perfection Certificate, no Loan Party is (a) Schedule 4.11 lists all a party to any contract which has had or could reasonably be expected to have a Material Adverse Effect or (b) in default in the performance, observance or fulfillment of any of the following Contracts obligations, covenants or conditions contained in (x) any contract to which the Company it is a party as of the date hereof: (i) any Contract related to Indebtedness; (ii) any joint venture, partnership or other arrangement involving a sharing of profits involving the Company, other than the LLC Agreement; (iii) any Contract for the acquisition, sale or lease of properties or assets with a value in excess of $1 million other than sales of properties or inventories in the Ordinary Course of Business; (iv) any Contract (A) restricting any right of the Company to compete with any Person or in any line of business or geographic area or during any period of time or (B) restricting any right of the Company to sell to or purchase from any Person, or that grants the other Person “most favored nation” status or exclusivity, other than the Legacy Affiliate Agreements; (v) any Contract or group of related Contracts for capital expenditures in excess of $1 million for any single project or related series of projects; (vi) any Contract with any customer or advertiser under by which the Company received revenues in excess of $1 million during the last year; (vii) any services Contract involving payments by the Company in excess of $1 million during the last year; (viii) any Contract which evidences a “trade” or “barter” transaction in which the Company would receive goods or services from the customer or vendor in exchange for furnishing goods or services after the date of this Agreement; (ix) any Contract providing for material indemnification rights or obligations to or from any Person (excluding indemnities contained in agreements for the purchase, sale or license of products or services entered into in the Ordinary Course of Business), other than the LLC Agreement; (x) other than the Legacy Affiliate Agreement and the LLC Agreement, any Contract with any Seller or any Affiliate of any Seller or any director or officer of the Company; (xi) all Legacy Affiliation Agreements (other than Legacy Affiliation Agreements between the Company and Purchaser or any of its Newspaper Affiliates) and similar affiliation Contracts for the sale of the Company’s products and services with any Person that assets or properties is not an Affiliate of Purchaser or any Seller; (xii) any Contract with any Governmental Entity; (xiii) any Contract with employees of or consultants to the Company that involves a commitment for annual consideration with a value in excess of $250,000 that cannot be terminated by the Company without liability upon prior notice of 30 days or less; (xiv) any other Contract that involves annual commitments in excess of $1 million that cannot be terminated by the Company without penalty upon prior notice of 30 days or less. (b) As of the date hereofbound, each of the Leases and Contracts listed or required to be listed on Schedules 4.11, 4.12, 4.13(e)(1) or 4.13(e)(2) (collectively, the “Material Contracts”) constitutes a valid and binding obligation of the Company (except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Law)), and is in full force and effect, except where the failure to be in full force and effect would notwhich default, individually or in the aggregate, could reasonably be expected to be material to have a Material Adverse Effect or result in liabilities in excess of $500,000 or (y) any Material Contract. Except for the Business or the Company. To the Knowledge contracts and other agreements listed in Section 1(h) of the CompanyPerfection Certificate, no Loan Party is party, as of the date hereofClosing Date, no event has occurred to any (i) employment agreements covering the management of any Loan Party, (ii) collective bargaining agreements or other labor agreements covering any employees of any Loan Party, (iii) agreements for managerial, consulting or similar services to which any Loan Party is a party or by which it is bound, (iv) agreements regarding any Loan Party, its assets or operations or any investment therein to which any of its equity holders is a party, (v) patent licenses, trademark licenses, copyright licenses or other lease or license agreements to which any Loan Party is a party, either as lessor or lessee, or as licensor or licensee, (vi) distribution, marketing or supply agreements to which any Loan Party is a party, (vii) customer agreements to which any Loan Party is a party (in each case with respect to any contract of the type described in the preceding clauses (i), (iii), (iv), (v), (vi) and no condition (vii) requiring payments of more than $500,000 in the aggregate in any Fiscal Year), (viii) partnership agreements to which any Loan Party is a partner, limited liability company agreements to which any Loan Party is a member or state manager, or joint venture agreements to which any Loan Party is a party, (ix) real estate leases, or (x) any other contract to which any Loan Party is a party, in each case with respect to this clause (x) the breach, nonperformance or cancellation of facts exists which, with the passage of time or the giving of notice or both, would constitute any default or breach by the Company or any other party thereto, except for such breaches, defaults, events or conditions that would not, individually or in the aggregate, could reasonably be expected to be material to have a Material Adverse Effect; (each such contract and agreement, described in the Business or the Company. Complete and correct copies of each of the Material Contracts have heretofore been delivered to Purchaser. (c) There are no outstanding powers of attorney executed on behalf of the Company. (d) Schedule 4.11(d) sets forth preceding clauses (i) to (x), a list of each Seller’s 20 largest advertising customers with respect to the Business and (ii) all “major accounts” or “national accounts” of ▇▇▇▇"Material Contract").▇▇▇ as provided under the Legacy Affiliate Agreements, in each case as of the date hereof.

Material Contracts. (a) Except for the Transaction Agreements, the Development and License Agreement, the Patent Cooperation Agreement, the Stock Purchase Agreement, the Manufacturing and Supply Agreement and the Co-Existence Agreement, and the Contracts disclosed in Schedule 4.11 lists all of 3.08, with respect to the following Contracts to which the Company Development Program, Aradigm is not a party as of the date hereofto or bound by: (i) any Contract related to Indebtednesslease (whether of real or personal property); (ii) any joint ventureagreement for the sale or purchase of materials, partnership supplies, goods, services, equipment or other arrangement involving a sharing assets providing for either (A) annual payments by Aradigm of profits involving the Company, other than the LLC Agreement$10,000 or more or (B) aggregate payments by Aradigm of $50,000 or more; (iii) any Contract for the acquisitionpartnership, sale joint venture or lease of properties other similar agreement or assets with a value in excess of $1 million other than sales of properties or inventories in the Ordinary Course of Businessarrangement; (iv) any Contract agreement relating to the acquisition or disposition of any business (Awhether by merger, sale of stock, sale of assets or otherwise); (v) restricting any right agreement relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset); (vi) any option, license, franchise or similar agreement; (vii) any agency, dealer, sales representative, marketing or other similar agreement; (viii) any agreement that limits the Company freedom of Aradigm to compete in any line of business, with any Person or in any line area within the Field (as defined in the Development and License Agreement) or to own, operate, sell, transfer, pledge or otherwise dispose of business or geographic area encumber any Transferred Asset or during any period which would so limit the freedom of time or (B) restricting any right of the Company to sell to or purchase from any PersonNovo Nordisk Delivery Technologies, or that grants the other Person “most favored nation” status or exclusivity, other than the Legacy Affiliate Agreements; (v) any Contract or group of related Contracts for capital expenditures in excess of $1 million for any single project or related series of projects; (vi) any Contract with any customer or advertiser under which the Company received revenues in excess of $1 million during the last year; (vii) any services Contract involving payments by the Company in excess of $1 million during the last year; (viii) any Contract which evidences a “trade” or “barter” transaction in which the Company would receive goods or services from the customer or vendor in exchange for furnishing goods or services Inc. after the date of this AgreementClosing Date; (ix) any Contract providing for material indemnification rights agreement with or obligations to or from any Person (excluding indemnities contained in agreements for the purchase, sale or license benefit of products or services entered into in the Ordinary Course any Affiliate of Business), other than the LLC Agreement;Aradigm; or (x) any other than agreement, commitment, arrangement or plan not made in the Legacy Affiliate Agreement and the LLC Agreement, any Contract with any Seller or any Affiliate ordinary course of any Seller or any director or officer of the Company; (xi) all Legacy Affiliation Agreements (other than Legacy Affiliation Agreements between the Company and Purchaser or any of its Newspaper Affiliates) and similar affiliation Contracts for the sale of the Company’s products and services with any Person business that is not an Affiliate of Purchaser or any Seller; (xii) any Contract with any Governmental Entity; (xiii) any Contract with employees of or consultants material to the Company that involves a commitment for annual consideration with a value in excess of $250,000 that cannot be terminated by the Company without liability upon prior notice of 30 days or less; (xiv) any other Contract that involves annual commitments in excess of $1 million that cannot be terminated by the Company without penalty upon prior notice of 30 days or lessDevelopment Program. (b) As of the date hereof, each of the Leases and Contracts listed Each Contract disclosed in any Schedule or required to be listed on Schedules 4.11, 4.12, 4.13(e)(1) or 4.13(e)(2) (collectively, the “Material Contracts”) constitutes disclosed pursuant to this Section is a valid and binding obligation agreement of the Company (except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Law)), Aradigm and is in full force and effect, except where the failure to be in full force and effect would notneither Aradigm nor, individually or in the aggregate, reasonably be expected to be material to the Business knowledge of Aradigm, any other party thereto is in default or breach in any material respect under the Company. To terms of any such Contract, and, to the Knowledge knowledge of the Company, as of the date hereofAradigm, no event or circumstance has occurred and no condition or state of facts exists whichthat, with the passage notice or lapse of time or the giving of notice or both, would constitute any event of default or breach by the Company or any other party thereto, except for such breaches, defaults, events or conditions that would not, individually or in the aggregate, reasonably be expected to be material to the Business or the Companythereunder. Complete True and correct complete copies of each such Contract that is listed in Part II of Annex 1 to Exhibit A to the Material Contracts Asset Purchase Agreement have heretofore been delivered to PurchaserNovo Nordisk. (c) There are no outstanding powers of attorney executed on behalf of the Company. (d) Schedule 4.11(d) sets forth (i) a list of each Seller’s 20 largest advertising customers with respect to the Business and (ii) all “major accounts” or “national accounts” of ▇▇▇▇.▇▇▇ as provided under the Legacy Affiliate Agreements, in each case as of the date hereof.

Material Contracts. (a) Schedule 4.11 lists all Except as set forth in Section 4.07 of the following Company Disclosure Schedules, there are no Contracts to which the Company is a party as of the date hereof: or by which it is bound (each, a “Material Contract”) that involve (i) any Contract related to Indebtedness; obligations (contingent or otherwise) of, or payments to, Company in excess of US$10,000, (ii) the license of any joint venturepatent, partnership copyright, trademark, trade secret or other arrangement involving a sharing of profits involving the proprietary right to or from Company, other than the LLC Agreement; (iii) indemnification by Company with respect to any Contract for person outside the acquisitionordinary course of business, sale or lease of properties or assets with a value in excess of $1 million other than sales of properties or inventories in the Ordinary Course of Business; (iv) any Contract (A) restricting any right limitations on the ability of the Company to compete in any line of business or with any Person or in any line of business or geographic area or during any period of time time; (v) Company, on one hand, and any officer, director, Seller or Key Personnel, on the other hand; (Bvi) restricting any right of the requires Company to sell purchase minimum quantities (or pay any amount for failure to purchase any specific quantities) of goods or purchase from services, or contains “most favored customer” or similar pricing arrangements; (vii) provides for a partnership, joint venture, teaming or similar arrangement pursuant to which Company shares in the profits or losses of any business with any other Person or is jointly liable with any other Person; (viii) pursuant to which Company is (a) a lessee or sublessee of or holds, occupies or operates, any real property, (b) a lessor or sublessor of, or makes available for use, occupancy or operation by any Person, any real property or that grants the other Person “most favored nation” status (c) a lessee or exclusivity, other than the Legacy Affiliate Agreements; (v) sublessee of any Contract or group of related Contracts for capital expenditures in excess of $1 million for any single project or related series of projects; (vi) any Contract with any customer or advertiser under which the Company received revenues in excess of $1 million during the last year; (vii) any services Contract involving payments by the Company in excess of $1 million during the last year; (viii) any Contract which evidences a “trade” or “barter” transaction in which the Company would receive goods or services from the customer or vendor in exchange for furnishing goods or services after the date of this Agreement; personal property; (ix) creates an Encumbrance on any Contract providing for material indemnification rights Company Assets or obligations to evidences any Indebtedness, or from any Person (excluding indemnities contained in agreements for the purchase, sale or license of products or services entered into in the Ordinary Course of Business), other than the LLC Agreement; (x) other extends for a term of more than 12 months from the Legacy Affiliate Agreement and the LLC Agreement, any Contract with any Seller or any Affiliate of any Seller or any director or officer of the Company; Closing Date (xi) all Legacy Affiliation Agreements (other than Legacy Affiliation Agreements between the Company and Purchaser or any of its Newspaper Affiliates) and similar affiliation Contracts for the sale of the Company’s products and services with any Person that is not an Affiliate of Purchaser or any Seller; (xii) any Contract with any Governmental Entity; (xiii) any Contract with employees of or consultants to the Company that involves a commitment for annual consideration with a value in excess of $250,000 that cannot be terminated unless terminable by the Company without liability upon prior notice of 30 days payment or less; (xiv) any other Contract that involves annual commitments in excess of $1 million that cannot be terminated by the Company without penalty upon prior notice of 30 days or less. (b) As of the date hereof, each of the Leases and Contracts listed or required to be listed on Schedules 4.11, 4.12, 4.13(e)(1) or 4.13(e)(2) (collectively, the “no more than 60 days’ notice). Each Material Contracts”) constitutes a Contract is valid and binding obligation of on the applicable Company (except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Law)), accordance with its terms and is in full force and effect. Neither Company nor, except where the failure to Seller’s knowledge, any other party thereto, is in material breach of or default under (or is alleged to be in full force and effect would notbreach of or default under) or to Seller’s knowledge has provided or received any notice of any intention to terminate, individually any Material Contract. No event or in the aggregate, reasonably be expected to be material to the Business or the Company. To the Knowledge of the Company, as of the date hereof, no event circumstance has occurred and no condition or state of facts exists whichthat, with the passage notice or lapse of time or the giving of notice or both, would constitute an event of default under any default Material Contract or breach by result in a termination thereof, would require additional guarantors thereof, or would cause or permit the Company acceleration or other changes of any other party thereto, except for such breaches, defaults, events right or conditions that would not, individually or in the aggregate, reasonably be expected to be material to the Business obligation or the Companyloss of any benefit thereunder. Complete Buyer has been supplied with a correct and correct copies complete copy of each of the Material Contracts have heretofore been delivered to PurchaserContract. (c) There are no outstanding powers of attorney executed on behalf of the Company. (d) Schedule 4.11(d) sets forth (i) a list of each Seller’s 20 largest advertising customers with respect to the Business and (ii) all “major accounts” or “national accounts” of ▇▇▇▇.▇▇▇ as provided under the Legacy Affiliate Agreements, in each case as of the date hereof.

Material Contracts. (a) Schedule 4.11 lists all All of the following Contracts to which (the “Material Contracts”) are listed in Section 4.8 of the Company is a party as of the date hereofDisclosure Schedule: (i) any Contract related commission or sales agreement with an employee, individual consultant or salesperson, or under which a firm or other organization provides commission or sales-based services to Indebtednessthe Company or any of its Subsidiaries, except for those agreements entered into in the ordinary course of business; (ii) any joint venture, partnership fidelity or other arrangement involving a sharing of profits involving the Company, other than the LLC Agreementsurety bond or completion bond; (iii) any Contract for the acquisition, sale or lease of properties personal property having aggregate outstanding ongoing obligations of the Company or assets with a value any of its Subsidiaries in excess of $1 million other than sales of properties or inventories in the Ordinary Course of Business500,000; (iv) other than standard customer contracts previously provided to Parent or that contain indemnification or guaranty provisions in favor of any Contract person that do not impose any obligation or liability (Acontingent or otherwise) restricting on the Company or any right of its Subsidiaries greater than those contained in contracts previously provided to Parent, any agreement of indemnification or guaranty to any person; (v) any agreement containing any covenant materially limiting the freedom of the Company or any of its Subsidiaries to compete with any Person or engage in any line of business or in any geographic area territory or during to compete with any period of time or (B) restricting any right of the Company to sell to or purchase from any Personperson, or that which grants the other Person “most favored nation” status to any person any exclusivity to any geographic territory, any customer, or exclusivity, other than the Legacy Affiliate Agreements; (v) any Contract product or group of related Contracts for capital expenditures in excess of $1 million for any single project or related series of projectsservice; (vi) any Contract with any customer or advertiser under which the Company received revenues agreement relating to capital expenditures and involving future payments in excess of $1 million during the last year150,000, or purchase orders (including for services) involving future payments in excess of $250,000; (vii) any services Contract involving payments by agreement relating to the Company disposition of assets or any interest in excess any business enterprise outside the ordinary course of $1 million during business or any agreement relating to the last yearacquisition of assets or any interest in any business enterprise outside the ordinary course of business; (viii) any Contract which evidences a “trade” mortgages, indentures, loans or “barter” transaction in which credit agreements, security agreements or other agreements or instruments relating to the Company would receive goods borrowing of money or services from the customer extension of credit (other than security agreements for office or vendor in exchange for furnishing goods or services after similar equipment where the date value of this Agreementthe assets secured does not exceed $300,000); (ix) any Contract providing dealer, distribution, joint marketing (including any pilot program), development, content provider, destination site or merchant agreement, joint venture, partnership, strategic alliance or agreement involving the sharing of profits, losses, costs or liabilities with any person or any development, original equipment manufacturer, value added re-seller, remarketer or other agreement for material indemnification rights distribution, data-sharing, marketing, resale, distribution or obligations similar arrangement relating to any product or from service of the Company or any Person (excluding indemnities contained in agreements for of its Subsidiaries or the purchase, sale or license of products or services entered into of any other person that involved payments by the Company and its Subsidiaries of $250,000 or more in the Ordinary Course of Business)12 month period ended June 30, other than the LLC Agreement2008; (x) other than any material liability of the Legacy Affiliate Agreement and the LLC Agreement, any Contract with any Seller Company or any Affiliate of any Seller its Subsidiaries pursuant to a customer contract or reseller agreement that does not limit the liability of the Company or any director or officer of its Subsidiaries to the amount of the Companytotal fees paid to the Company or any of its Subsidiaries under such contract; (xi) all Legacy Affiliation Agreements (other than Legacy Affiliation Agreements between any material commitment to any customer of the Company and Purchaser or any of its Newspaper Affiliates) and similar affiliation Contracts for the sale Subsidiaries or other person to develop or customize any product or service, or to customize or develop any third-party product, service or platform, in either case without compensation in an amount in excess of the Company’s products and services with any Person that is not an Affiliate of Purchaser cost to the Company or any Sellerof its Subsidiaries to perform such commitment, excluding contracts for hardware sold by the Company; (xii) any Contract agreement pursuant to which the Company or any of its Subsidiaries agreed to provide “most favored nation” pricing or other terms and conditions to any person with respect to the sale, distribution, license or support of any Governmental Entityproducts or services; (xiii) except as disclosed in clauses (i) through (xii) above, any Contract with employees agreement that involved payments or receipts of more than $350,000 in the 12 month period ended December 31, 2007 or consultants to that the Company that involves a commitment for annual consideration with a value in excess expects to involve payments or receipts of $250,000 that cannot be terminated by the Company without liability upon prior notice of 30 days 350,000 or less;more; and (xiv) any other Contract that involves annual commitments in excess agreement, the termination or loss of $1 million that cannot be terminated by the which would have a Company without penalty upon prior notice of 30 days or lessMaterial Adverse Effect. (b) As of the date hereof, each of the Leases and Contracts listed or required to be listed on Schedules 4.11, 4.12, 4.13(e)(1) or 4.13(e)(2) (collectively, the “Each Material Contracts”) constitutes Contract is a valid and binding obligation of the Company (except as may be limited by applicable bankruptcyenforceable against the Company in accordance with its terms and, insolvencyto the Company’s knowledge, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Law))each other party thereto, and is in full force and effect, except where and the failure Company has performed all obligations required to be performed by it to the date hereof under each Material Contract and, to the Company’s knowledge, each other party to each Material Contract has performed all obligations required to be performed by it under such Material Contract, except in full force and effect each case as would not, individually or in the aggregate, reasonably be expected to be material to the Business have a Company Material Adverse Effect. The Company has not received notice, nor does it have knowledge, of (i) any violation or the Company. To the Knowledge default of the Company, as of the date hereof, no event has occurred and no any obligation under (or any condition or state of facts exists which, which with the passage of time or the giving of notice would cause such a violation of or bothdefault under), would constitute or of any default cancellation, termination or breach indication of intent to no longer perform under, any Material Contract to which it is a party or by the Company which it or any other party theretoof its properties or assets is bound, or (ii) any indication from any of its customers or resellers that any such customer or reseller no longer intends to conduct business with the Company, except in each case for such breachesviolations, defaults, events conditions or conditions terminations that would not, individually or in the aggregate, reasonably be expected to be material to the Business or the Company. Complete and correct copies of each of the have a Company Material Contracts have heretofore been delivered to PurchaserAdverse Effect. (c) There are no outstanding powers of attorney executed on behalf of the Company. (d) Schedule 4.11(d) sets forth (i) a list of each Seller’s 20 largest advertising customers with respect to the Business and (ii) all “major accounts” or “national accounts” of ▇▇▇▇.▇▇▇ as provided under the Legacy Affiliate Agreements, in each case as of the date hereof.

Material Contracts. (a) Section 3.15 of the Company Disclosure Schedule 4.11 lists includes, as of the date of this Agreement, all of the following Contracts (other than purchase orders, invoices and mineral leases) to which any member of the Company Alkali Group is a party as or is bound (together with the Union Agreements, the “Material Contracts”) (provided that Section 3.15 of the date hereof:Company Disclosure Schedule shall not be required to reference each individual purchase order, invoice or mineral lease, but regardless of whether such Contracts are referenced, each shall be considered a “Material Contract”): (i) any Contract related to Indebtedness; (ii) any joint venture, partnership or other arrangement involving a sharing of profits involving the Company, other than the LLC Agreement; (iii) any Contract for the acquisition, sale or lease of properties or assets with a value in excess of $1 million other than sales of properties or inventories in the Ordinary Course of Business; (iv) any Contract (A) restricting any right of the Company to compete with any Person or in any line of business or geographic area or during any period of time or (B) restricting any right of the Company to sell to or purchase from any Person, or that grants the other Person “most favored nation” status or exclusivity, other than the Legacy Affiliate Agreements; (v) any Contract or group of related Contracts for that involves non-cancelable commitments to make capital expenditures or which provides for payments for goods or services by the members of the Alkali Group to any Person in excess of $1 million 5,000,000 in fiscal year 2016 or the performance of which is expected to involve expenditures by the Alkali Group in excess of $15,000,000 over the life of the Contract; (ii) any Contract or group of related Contracts that involved annual consideration for products or services provided by the Alkali Group in excess of $5,000,000 in fiscal year 2016 or the performance of which is expected to involve revenue to the Alkali Group in excess of $15,000,000 over the life of the Contract; (iii) any single project joint venture or related series partnership agreements with any unaffiliated third party involving a sharing of projectsprofits or losses with such unaffiliated third party; (iv) any employment or consulting agreements with any natural person involving an annual base compensation in excess of $175,000 and any independent contractor or consulting agreements with any natural person or any organization composed of no more than one natural person (whether or not incorporated or employing a trade name) involving an annual fee in excess of $175,000; (v) any Contract pursuant to which the members of the Alkali Group are a lessee of any personal property or real property, for which the aggregate annual base rent or lease payments exceed $5,000,000, respectively; (vi) any Contract with any customer providing for or advertiser under which the Company received revenues securing Indebtedness in an amount in excess of $1 million during 1,000,000 outstanding (other than (A) intracompany Indebtedness (as between the last yearmembers of the Alkali Group) and (B) trade accounts payable and other accrued current liabilities) or relating to any Liens on any assets of the Alkali Group; (vii) any services Contract involving payments by with respect to any future disposition or granting a right of first refusal or first negotiation with respect to the Company in excess sale of $1 million during any equity interests or assets (or rights thereto) of any member of the last yearAlkali Group; (viii) any Contract which evidences a “trade” that is an operating or “barter” transaction in which the Company would receive goods or services from the customer or vendor in exchange leveraged lease for furnishing goods or services after the date of this Agreementrailcars; (ix) any Contract providing for material indemnification rights or obligations to or from any Person (excluding indemnities contained other than Contracts in agreements the ordinary course of business, Contracts for the purchaseacquisition, sale, assignment, transfer or other acquisition or disposition of any business or any material assets of the members of the Alkali Group (in a single transaction or a series of related transactions, whether by merger, sale of stock, sale of assets or license otherwise) and (A) under which the members of products the Alkali Group have any continuing liability or services (B) which were for a purchase price in excess of $15,000,000, and were entered into in by any member of the Ordinary Course of Business)Alkali Group after April 1, other than the LLC Agreement2015; (x) other than the Legacy Affiliate Agreement and the LLC Agreement, any Contract with containing a provision that (A) materially restricts any Seller or any Affiliate of any Seller or any director or officer member of the CompanyAlkali Group from competing in a particular geographic area or scope of business or from soliciting any Person for business, (B) limits or restrains the Alkali Group from soliciting any individual for employment or (C) contains “most favored nation” pricing terms or grants any right of first offer or right of first refusal; (xi) all Legacy Affiliation Agreements (other than Legacy Affiliation Agreements between the Company and Purchaser or any of its Newspaper Affiliates) and similar affiliation Contracts for the sale Contract with a customer of the Company’s products and services with any Person that is not an Affiliate of Purchaser or any SellerAlkali Group granting such customer exclusive relations; (xii) any material Contract with any for the supply of products or services to a Governmental Entity; (xiii) any Contract with employees Contract, excluding a mineral lease, under which a third Person that is not a member of the Alkali Group is entitled to a share of production from (or consultants to that is attributable to) the Company that involves a commitment for annual consideration with a value Mineral Rights or any payment calculated directly, in excess whole or in part, using the amount of $250,000 that cannot be terminated by the Company without liability upon prior notice of 30 days or lessproduction from Mineral Rights; (xiv) any other settlement, conciliation, or litigation “standstill” Contract that involves annual commitments in excess pursuant to which, after the date of $1 million that cannot this Agreement, a member of the Alkali Group will be terminated by required to satisfy any obligation; (xv) any Contract with an officer or director of any members of the Company without penalty upon prior notice Alkali Group; and (xvi) any performance bonds or surety bonds of 30 days or lessthe Alkali Group. (b) As The Company has made available an accurate copy, or, solely with respect to oral contracts, a fair summary of key terms of, each Material Contract. Except as set forth on Section 3.16(b) of the date hereofCompany Disclosure Schedule, each of the Leases and Contracts listed or required to be listed on Schedules 4.11Material Contract is a legal, 4.12, 4.13(e)(1) or 4.13(e)(2) (collectively, the “Material Contracts”) constitutes a valid and binding obligation of a member of the Company (except as may be limited by applicable bankruptcyAlkali Group, insolvencyand, reorganizationto the Knowledge of the Company, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Law))on each counterparty thereto, and is in full force and effect, except where the failure for such failures to be valid, binding or in full force and effect that have not had or would not, individually or in the aggregate, not reasonably be expected to be have a material and adverse effect on the Business. No member of the Alkali Group, on the one hand, nor, to the Business or the Company. To the Knowledge of the Company, as of the date hereof, no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute any default or breach by the Company or any other party theretoto a Material Contract, except for such breacheson the other hand, defaults, events is in breach or conditions that would not, individually or default in the aggregate, reasonably be expected any material respect under any Material Contract to be material to the Business or the Companywhich it is a party. Complete and correct copies of each of the Material Contracts have heretofore been delivered to Purchaser. (c) There are no outstanding powers of attorney executed on behalf material disputes pending or, to the Knowledge of the Company. (d) Schedule 4.11(d) sets forth (i) a list of each Seller’s 20 largest advertising customers with respect , threatened in writing, and, to the Business and (ii) all “major accounts” or “national accounts” of ▇▇▇▇.▇▇▇ as provided under the Legacy Affiliate Agreements, in each case as Knowledge of the date hereofCompany no written notice of any intention to terminate or materially modify any Material Contract has been received by any member of the Alkali Group since December 31, 2016.

Material Contracts. (a) Schedule 4.11 lists all Section 2.10(a) of the Company Disclosure Schedule lists the following Contracts to which the Company is a party Contracts, effective as of the date hereof:of this Agreement (each, an “Company Material Contract” and collectively, the “Company Material Contracts”): (i) each Company Contract relating to any Contract related to Indebtednessmaterial bonus, deferred compensation, severance, incentive compensation, pension, profit-sharing or retirement plans, or any other employee benefit plans or arrangements; (ii) each Company Contract requiring payments by the Company after the date of this Agreement in excess of $25,000 pursuant to its express terms relating to the employment of, or the performance of employment-related services by, any joint venturePerson, partnership including any employee, consultant or other arrangement involving a sharing independent contractor, or entity providing employment related, consulting or independent contractor services, not terminable by Company or its Subsidiaries on 90 calendar days’ or less notice without liability, except to the extent general principles of profits involving the wrongful termination law may limit Company’s, other than the LLC AgreementCompany’s Subsidiaries’ or such successor’s ability to terminate employees at will; (iii) each Company Contract relating to any agreement or plan, including any unit option plan, unit appreciation right plan or unit purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the Contemplated Transactions (either alone or in conjunction with any other event, such as termination of employment), or the value of any of the benefits of which will be calculated on the basis of any of the Contemplated Transactions; (iv) each Company Contract for the acquisition, sale relating to any agreement of indemnification or lease of properties or assets with a value in excess of $1 million other than sales of properties or inventories guaranty not entered into in the Ordinary Course of Business; (ivv) any each Company Contract containing (A) restricting any right covenant materially limiting the freedom of Company, its Subsidiaries or the Surviving Company to compete with any Person or engage in any line of business or geographic area or during compete with any period of time or Person, (B) restricting any right of the Company to sell to or purchase from most-favored pricing arrangement, (C) any Personmaterial exclusivity provision, or that grants the other Person “most favored nation” status or exclusivity, other than the Legacy Affiliate Agreements; (vD) any Contract or group of related Contracts for capital expenditures in excess of $1 million for any single project or related series of projectsmaterial non-solicitation provision; (vi) any each Company Contract with any customer or advertiser under which relating to capital expenditures and requiring payments after the Company received revenues date of this Agreement in excess of $1 million during the last year25,000 pursuant to its express terms and not cancelable without penalty; (vii) each Company Contract relating to the disposition or acquisition of material assets or any services Contract involving payments by the Company ownership interest in excess of $1 million during the last yearany Entity; (viii) each Company Contract relating to any Contract which evidences a “trade” mortgages, indentures, loans, notes or “barter” transaction credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit in which the excess of $25,000 or creating any material Encumbrances with respect to any assets of Company would receive goods or services from the customer any Company Subsidiary or vendor in exchange for furnishing goods any loans or services after the date debt obligations with officers or directors of this AgreementCompany; (ix) each Company Contract relating to: (A) any distribution agreement (identifying any that contain exclusivity provisions); (B) any agreement involving provision of services or products with respect to any development activities of Company; (C) any dealer, distributor, joint marketing, alliance, joint venture, cooperation, development or other agreement currently in force under which Company has continuing obligations to develop or market any product, technology or service, or any agreement pursuant to which Company has continuing obligations to develop any Intellectual Property that will not be owned, in whole or in part, by Company; or (D) any Contract providing for material indemnification rights to license any third party to manufacture or obligations produce any product, service or technology of Company or any Contract to sell, distribute or from commercialize any Person (excluding indemnities contained in agreements for the purchase, sale or license of products or services service of Company, in each case, except for Company Contracts entered into in the Ordinary Course of Business), other than the LLC Agreement; (x) other than the Legacy Affiliate Agreement and the LLC Agreement, any each Company Contract with any Seller Person, including any financial advisor, broker, finder, investment banker or any Affiliate of any Seller or any director or officer of other Person, providing advisory services to Company in connection with the CompanyContemplated Transactions; (xi) all Legacy Affiliation Agreements (each Company IP Rights Agreement other than Legacy Affiliation Agreements between the Company and Purchaser or any of its Newspaper Affiliates) and similar affiliation Contracts for the sale of the Company’s products and services with any Person those that is not an Affiliate of Purchaser or any Sellerare immaterial; (xii) any Contract with any Governmental Entity;each Company Lease; or (xiii) any other Company Contract that is not terminable at will (with employees no penalty or payment) by Company and (A) which involves payment or receipt by Company or its Subsidiaries after the date of this Agreement under any such agreement, contract or consultants to commitment of more than $100,000 in the Company that involves a commitment for annual consideration with a value aggregate, or obligations after the date of this Agreement in excess of $250,000 100,000 in the aggregate, or (B) that cannot be terminated by is material to the business or operations of Company without liability upon prior notice of 30 days or less; (xiv) any other Contract that involves annual commitments in excess of $1 million that cannot be terminated by the Company without penalty upon prior notice of 30 days or lessand its Subsidiaries. (b) As Company has delivered or made available to Parent accurate and complete (except for applicable redactions thereto) copies of all Company Material Contracts, including all amendments thereto. There are no Company Material Contracts that are not in written form. Neither Company nor any of its Subsidiaries has, nor to Company’s Knowledge, as of the date hereofof this Agreement has any other party to a Company Material Contract, breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under, any of the terms or conditions of any Company Material Contract in such manner as would permit any other party to cancel or terminate any such Company Material Contract, or would permit any other party to seek material damages. As to Company and its Subsidiaries, as of the date of this Agreement, each of the Leases Company Material Contract is valid, binding, enforceable and Contracts listed or required to be listed on Schedules 4.11, 4.12, 4.13(e)(1) or 4.13(e)(2) (collectively, the “Material Contracts”) constitutes a valid and binding obligation of the Company (except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Law)), and is in full force and effect, except where the failure to be in full force and effect would not, individually or in the aggregate, reasonably be expected to be material to the Business or the Company. To the Knowledge of the Company, as of the date hereof, no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute any default or breach by the Company or any other party thereto, except for such breaches, defaults, events or conditions that would not, individually or in the aggregate, reasonably be expected to be material to the Business or the Company. Complete and correct copies of each of the Material Contracts have heretofore been delivered to Purchaser. (c) There are no outstanding powers of attorney executed on behalf of the Company. (d) Schedule 4.11(d) sets forth subject to: (i) a list laws of each Seller’s 20 largest advertising customers with respect general application relating to bankruptcy, insolvency and the Business relief of debtors; and (ii) all “major accounts” or “national accounts” rules of ▇▇▇▇.▇▇▇ as provided under the Legacy Affiliate Agreementslaw governing specific performance, in each case as injunctive relief and other equitable remedies. The consummation of the date hereofContemplated Transactions shall not result in any material payment or payments becoming due from Company, any Company Subsidiary, the Surviving Company or Parent to any Person under any Company Contract or give any Person the right to terminate or alter the provisions of any Company Contract. No Person is renegotiating, or has a right pursuant to the terms of any Company Material Contract to change, any material amount paid or payable to Company under any Company Material Contract or any other material term or provision of any Company Material Contract.

Material Contracts. (a) Except as disclosed in the Filed Company SEC Documents, Section 4.14 of the Company Disclosure Schedule 4.11 lists all contains a list of each of the following Contracts to which the Company or any of its Subsidiaries is a party or by which it is bound as of the date hereofof this Agreement: (i) each Contract not to compete or otherwise restricting in any material respect the development, manufacture, marketing, distribution or sale of any products or services (including any Contract related that requires the Company or any of its Subsidiaries to Indebtedness; (iiwork exclusively with any person in any particular area) or any joint venture, partnership or other arrangement involving a sharing of profits involving similar limitation on the Company, other than the LLC Agreement; (iii) any Contract for the acquisition, sale or lease of properties or assets with a value in excess of $1 million other than sales of properties or inventories in the Ordinary Course of Business; (iv) any Contract (A) restricting any right ability of the Company or any of its Subsidiaries to transact or compete with any Person or in any line of business or business, with any person, in any geographic area or during any period of time (including any standstill agreements); (ii) each material joint venture or similar Contract; (Biii) restricting any right each indemnification Contract or other Contract conferring indemnification rights or obligations in excess of $1,000,000; (iv) each loan or credit agreement, indenture, mortgage, note or other Contract evidencing indebtedness in excess of $1,000,000 for money borrowed by the Company or any of its Subsidiaries from a third party lender, and each Contract pursuant to sell to which any such indebtedness for borrowed money is guaranteed by the Company or purchase from any Person, or that grants the other Person “most favored nation” status or exclusivity, other than the Legacy Affiliate Agreementsof its Subsidiaries; (v) any each exclusive sales representative or distribution Contract or group of related Contracts for capital expenditures pursuant to which the Company’s revenues in excess of the preceding 12 months exceeded $1 million for any single project or related series of projects1,000,000; (vi) each Contract concerning or relating to any Contract with any customer or advertiser under which Intellectual Property that is material to the business of the Company received revenues in excess of $1 million during the last yearand its Subsidiaries, taken as a whole, excluding Contracts for generally commercially available mass market software or other technology that is subject to “shrink-wrap” or “click-through” Contracts; (vii) any services each Contract involving payments entered into after January 1, 2007 or not yet consummated, that involves the acquisition, disposition or issuance, directly or indirectly (by merger or otherwise), of assets (including the purchase, sale or lease of real property) or capital stock or other equity interests of another Person or the Company or any of its Subsidiaries for aggregate consideration under such contract in excess of $1 million during 1,000,000 (other than acquisitions or dispositions of assets in the last year;ordinary course consistent with past practice, including acquisitions and dispositions of inventory); or (viii) any each Contract which evidences a “trade” or “barter” transaction in (i) under which the Company paid or received in excess of $1,000,000 in fiscal year 2009 that would receive goods be breached or services from subject to cancellation or termination due to the customer transactions contemplated hereby, or vendor (ii) individually or in exchange for furnishing goods the aggregate with other Contracts, accelerate payment obligations, performance deadlines or services modify or accelerate any other material obligation due to the transactions contemplated hereby in excess of $1,000,000 in the aggregate. (b) Each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated by the SEC) to which the Company or any of its Subsidiaries is a party or by which they are bound as of the date of this Agreement and each of the Contracts described in clauses (i) through (viii) of Section 4.14(a) (each such Contract, a “Company Material Contract”) is valid and binding on the Company or one of its Subsidiaries, as applicable, and, to the knowledge of the Company, each other party thereto, and in full force and effect in accordance with its terms (except those which are cancelled, rescinded or terminated after the date of this Agreement; (ix) any Contract providing for material indemnification rights or obligations Agreement in accordance with their terms and subject to or from any Person (excluding indemnities contained in agreements for the purchase, sale or license of products or services entered into in the Ordinary Course of Business), other than the LLC Agreement; (x) other than the Legacy Affiliate Agreement and the LLC Agreement, any Contract with any Seller or any Affiliate of any Seller or any director or officer of the Company; (xi) all Legacy Affiliation Agreements (other than Legacy Affiliation Agreements between the Company and Purchaser or any of its Newspaper Affiliates) and similar affiliation Contracts for the sale of the Company’s products and services with any Person that is not an Affiliate of Purchaser or any Seller; (xii) any Contract with any Governmental Entity; (xiii) any Contract with employees of or consultants to the Company that involves a commitment for annual consideration with a value in excess of $250,000 that cannot be terminated by the Company without liability upon prior notice of 30 days or less; (xiv) any other Contract that involves annual commitments in excess of $1 million that cannot be terminated by the Company without penalty upon prior notice of 30 days or less. (b) As of the date hereof, each of the Leases and Contracts listed or required to be listed on Schedules 4.11, 4.12, 4.13(e)(1) or 4.13(e)(2) (collectively, the “Material Contracts”) constitutes a valid and binding obligation of the Company (except as may be limited by applicable bankruptcy, insolvency, fraudulent transfers, reorganization, moratorium or similar Laws and other laws, affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Law)), and is in full force and effect, except where the failure to be in full force and effect has not had and would notnot reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, and no written notice to terminate, in whole or part, has been served. To the knowledge of the Company, no other party is in material default under any Company Material Contract, except where such default has not had and would not reasonably be expected to be material to the Business or the Company. To the Knowledge of the Company, as of the date hereof, no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute any default or breach by the Company or any other party thereto, except for such breaches, defaults, events or conditions that would nothave, individually or in the aggregate, reasonably be expected to be material to the Business or a Material Adverse Effect on the Company. Complete and correct The Company has not received any written notice of any material default by it or any of its Subsidiaries under any Company Material Contract from the other party thereto. The Company has made available to Parent copies of each of the all Company Material Contracts have heretofore been delivered to PurchaserContracts, including any amendments thereto, that are true, correct and complete in all material respects. (c) There are no outstanding powers of attorney executed on behalf of the Company. (d) Schedule 4.11(d) sets forth (i) a list of each Seller’s 20 largest advertising customers with respect to the Business and (ii) all “major accounts” or “national accounts” of ▇▇▇▇.▇▇▇ as provided under the Legacy Affiliate Agreements, in each case as of the date hereof.

Material Contracts. Except as expressly disclosed in Section 1(h) of the Disclosure Schedule, no Loan Party Obligor is (a) Schedule 4.11 lists all a party to any contract which if breached could reasonably be expected to have a Material Adverse Effect or (b) in default in the performance, observance or fulfillment of any of the following Contracts obligations, covenants or conditions contained in (x) any contract to which the Company it is a party as of the date hereof: (i) any Contract related to Indebtedness; (ii) any joint venture, partnership or other arrangement involving a sharing of profits involving the Company, other than the LLC Agreement; (iii) any Contract for the acquisition, sale or lease of properties or assets with a value in excess of $1 million other than sales of properties or inventories in the Ordinary Course of Business; (iv) any Contract (A) restricting any right of the Company to compete with any Person or in any line of business or geographic area or during any period of time or (B) restricting any right of the Company to sell to or purchase from any Person, or that grants the other Person “most favored nation” status or exclusivity, other than the Legacy Affiliate Agreements; (v) any Contract or group of related Contracts for capital expenditures in excess of $1 million for any single project or related series of projects; (vi) any Contract with any customer or advertiser under by which the Company received revenues in excess of $1 million during the last year; (vii) any services Contract involving payments by the Company in excess of $1 million during the last year; (viii) any Contract which evidences a “trade” or “barter” transaction in which the Company would receive goods or services from the customer or vendor in exchange for furnishing goods or services after the date of this Agreement; (ix) any Contract providing for material indemnification rights or obligations to or from any Person (excluding indemnities contained in agreements for the purchase, sale or license of products or services entered into in the Ordinary Course of Business), other than the LLC Agreement; (x) other than the Legacy Affiliate Agreement and the LLC Agreement, any Contract with any Seller or any Affiliate of any Seller or any director or officer of the Company; (xi) all Legacy Affiliation Agreements (other than Legacy Affiliation Agreements between the Company and Purchaser or any of its Newspaper Affiliates) and similar affiliation Contracts for the sale of the Company’s products and services with any Person that assets or properties is not an Affiliate of Purchaser or any Seller; (xii) any Contract with any Governmental Entity; (xiii) any Contract with employees of or consultants to the Company that involves a commitment for annual consideration with a value in excess of $250,000 that cannot be terminated by the Company without liability upon prior notice of 30 days or less; (xiv) any other Contract that involves annual commitments in excess of $1 million that cannot be terminated by the Company without penalty upon prior notice of 30 days or less. (b) As of the date hereofbound, each of the Leases and Contracts listed or required to be listed on Schedules 4.11, 4.12, 4.13(e)(1) or 4.13(e)(2) (collectively, the “Material Contracts”) constitutes a valid and binding obligation of the Company (except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Law)), and is in full force and effect, except where the failure to be in full force and effect would notwhich default, individually or in the aggregate, could reasonably be expected to be material to have a Material Adverse Effect or result in liabilities in excess of $300,000 or (y) any Material Contract. Except for the Business or the Company. To the Knowledge contracts and other agreements listed in Section 1(h) of the CompanyDisclosure Schedule, no Loan Party Obligor is party, as of the date hereofClosing Date, no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute to any default or breach by the Company or any other party thereto, except for such breaches, defaults, events or conditions that would not, individually or in the aggregate, reasonably be expected to be material to the Business or the Company. Complete and correct copies of each of the Material Contracts have heretofore been delivered to Purchaser. (c) There are no outstanding powers of attorney executed on behalf of the Company. (d) Schedule 4.11(d) sets forth (i) employment agreements covering the executive management of any Loan Party Obligor, (ii) collective bargaining agreements or other labor agreements covering any employees of any Loan Party Obligor, (iii) agreements for managerial, consulting or similar services to which any Loan Party Obligor is a list party or by which it is bound, (iv) agreements regarding any Loan Party Obligor, its assets or operations or any investment therein to which any of its equity holders is a party, (v) patent licenses, trademark licenses, copyright licenses or other lease or license agreements to which any Loan Party Obligor is a party, either as lessor or lessee, or as licensor or licensee, (vi) distribution, marketing or supply agreements to which any Loan Party Obligor is a party, (vii) customer agreements to which any Loan Party Obligor is a party (in each Seller’s 20 largest advertising customers case with respect to any contract of the Business type described in the preceding clauses (i), (iii), (iv), (v), (vi) and (iivii) all requiring payments of more than $100,000 in the aggregate in any Fiscal Year), (viii) partnership agreements to which any Loan Party Obligor is a partner, limited liability company agreements to which any Loan Party is a member or manager, or joint venture agreements to which any Loan Party Obligor is a party, or (ix) real estate leases (each such contract and agreement described in the preceding clauses (i) to (ix), a “major accounts” or “national accounts” of ▇▇▇▇Material Contract”).▇▇▇ as provided under the Legacy Affiliate Agreements, in each case as of the date hereof.

Material Contracts. (a) Schedule 4.11 lists The Company has made available to the Investor, prior to the date of this Agreement, true, correct and complete copies of all of the following Contracts material Contracts, as amended and supplemented to which any of the Company or any of its Subsidiaries is a party as of the date hereof: party, including, without limitation, (i) any Contract related Contracts that would be considered a material contract pursuant to Indebtedness; Item 601(b)(10) of Regulation S-K; (ii) Contracts (including all advertising and advertising-related agreements) pursuant to which any joint ventureof the Company or any of its Subsidiaries has received or has paid amounts in excess of an aggregate of US$100,000 during the fiscal year ended December 31, partnership or other arrangement involving a sharing of profits involving the Company, other than the LLC Agreement; 2008; (iii) Contracts that are in full force and effect with any Contract for bus company or transportation company or authority; (iv) Contracts that are in full force and effect with any program or content provider (including any television stations or video press); (v) Contracts that relate to the acquisition, sale disposition or lease transfer of properties any equipment; (vi) loan agreements, indentures or assets with a value similar Contracts relating to any indebtedness in excess of $1 million other than sales US$250,000; (vii) partnership, joint venture or similar Contracts; (viii) Contracts with a Governmental Authority or any Person affiliated with a Governmental Authority; (ix) Contracts that relate to the acquisition or disposition of properties any business (whether by merger, sale of stock, sale of assets or inventories in otherwise); (x) the Ordinary Course of Business; Structure Agreements; and (ivxi) any Contract (A) restricting any Contracts that restrict or purport to restrict the right of the Company any Person to engage in any line of business, acquire any property, develop or distribute any product or provide any service (including geographic restrictions) or to compete with any Person or grant any exclusive distribution rights, in any line market, field or territory (each, a “Material Contract”). A list of business or geographic area or during any period each such Material Contract is set forth on Section 4.14 of time or (B) restricting any right the Disclosure Letter. None of the Company to sell to or purchase from any Person, or that grants the other Person “most favored nation” status or exclusivity, other than the Legacy Affiliate Agreements; (v) any Contract or group of related Contracts for capital expenditures in excess of $1 million for any single project or related series of projects; (vi) any Contract with any customer or advertiser under which the Company received revenues in excess of $1 million during the last year; (vii) any services Contract involving payments by the Company in excess of $1 million during the last year; (viii) any Contract which evidences a “trade” or “barter” transaction in which the Company would receive goods or services from the customer or vendor in exchange for furnishing goods or services after the date of this Agreement; (ix) any Contract providing for material indemnification rights or obligations to or from any Person (excluding indemnities contained in agreements for the purchase, sale or license of products or services entered into in the Ordinary Course of Business), other than the LLC Agreement; (x) other than the Legacy Affiliate Agreement and the LLC Agreement, any Contract with any Seller or any Affiliate of any Seller or any director or officer of the Company; (xi) all Legacy Affiliation Agreements (other than Legacy Affiliation Agreements between the Company and Purchaser or any of its Newspaper AffiliatesSubsidiaries is party to any oral or unwritten Contracts that would be considered a material contract pursuant to Item 601(b)(10) and similar affiliation Contracts for the sale of the Company’s products and services with any Person that is not an Affiliate of Purchaser or any Seller; (xii) any Contract with any Governmental Entity; (xiii) any Contract with employees of or consultants to the Company that involves a commitment for annual consideration with a value in excess of $250,000 that cannot be terminated by the Company without liability upon prior notice of 30 days or less; (xiv) any other Contract that involves annual commitments in excess of $1 million that cannot be terminated by the Company without penalty upon prior notice of 30 days or less. (b) As of the date hereof, each of the Leases and Contracts listed or required to be listed on Schedules 4.11, 4.12, 4.13(e)(1) or 4.13(e)(2) (collectively, the “Material Contracts”) constitutes a valid and binding obligation Regulation S-K. None of the Company (except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles any of equity (regardless of whether considered in a proceeding in equity or at Law)), and its Subsidiaries is in full force and effect, except where the failure to be in full force and effect would not, individually violation of or in the aggregate, reasonably be expected to be material to the Business or the Company. To the Knowledge of the Company, as of the date hereof, no event has occurred and no default under (nor does there exist any condition or state of facts exists which, with which upon the passage of time or the giving of notice would cause such a violation of or both, would constitute default under) any default Contract to which it is a party or breach by the Company which it or any other party theretoof its properties or assets is bound, except for such breaches, defaults, events violations or conditions defaults that would notnot result in a Material Adverse Effect; and, to the Knowledge of the Company as of the date of this Agreement, no other Person has violated or breached, or committed any default under, any Material Contract, except for violations, breaches and defaults that, individually or in the aggregate, have not had and would not have a Material Adverse Effect. (b) Except as disclosed in Section 4.14(b) of the Disclosure Letter, each Material Contract is a legal, valid and binding agreement and is in full force and effect. Except as would not have a Material Adverse Effect, (i) none of the Company or any of its Subsidiaries is in breach or default of any Material Contract to which it is a party; (ii) no event has occurred or circumstance has existed that (with or without notice or lapse of time), will or would reasonably be expected to be material to the Business to, (A) contravene, conflict with or the Company. Complete and correct copies result in a violation or breach of, or become a default or event of each default under, any provision of any Material Contract; (B) permit any of the Company or any of its Subsidiaries or any other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify any Material Contracts have heretofore been delivered Contract; and (iii) none of the Company or any of its Subsidiaries has received notice of the pending or threatened cancellation, revocation or termination of any Material Contract to Purchaserwhich it is a party. Since December 31, 2008, none of the Company or any of its Subsidiaries has received any notice or other communication regarding any actual or possible violation or breach of, or default under, any Material Contract. (c) There are no outstanding powers of attorney executed on behalf Section 4.14(c) of the Company. (d) Schedule 4.11(d) Disclosure Letter sets forth all of the Structure Agreements, which constitute all of the Contracts enabling the Company to effect control over and consolidate with its financial statements each of its Subsidiaries (including the PRCCo). The execution, delivery and performance of each Structure Agreement by the parties thereto did not and is not reasonably expected to (i) a list result in any material violation of each Seller’s 20 largest advertising customers with respect to the Business and business license, articles of association, other constitutional documents (if any) or permits of any of the Company or any of its Subsidiaries; (ii) all “major accounts” result in any violation of or “national accounts” of ▇▇▇▇.▇▇▇ penalty under any PRC Law as provided under the Legacy Affiliate Agreements, in each case effect as of the date hereof; or (iii) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any other Contract, license, indenture, mortgage, deed of trust, loan agreement, note, lease or other agreement or instrument in effect as of the date hereof to which any of them is a party or by which any of them is bound or to which any of their property or assets is subject; except, in the case of clause (ii) and (iii), as would not have a Material Adverse Effect. No breach or default under any of the Structure Agreements by any of the Company or any of its Subsidiaries will occur as a result of the execution, delivery and performance of this Agreement, the Registration Rights Agreement or the Investor Rights Agreement. Consummation of the Transactions will not (and will not give any Person a right to) terminate or modify any rights of, or accelerate or augment any obligation of, any of the Company or any of its Subsidiaries under any Structure Agreement.

Material Contracts. (a) Schedule 4.11 lists all of Other than the following Contracts to which Transaction Documents, and as Disclosed in the Company SEC Filings and those Contracts copies of which are attached to the Disclosure Letter, no Group Member is a party to, or bound by as of the date hereofsuch representation is being made, any Material Contract (as defined below). The following Contracts shall be deemed to be “Material Contracts”: (i) any Contract related to Indebtednessentered into otherwise than in the ordinary course of business; (ii) any joint venture, partnership agreement or arrangement otherwise than by way of negotiation at arm’s length having a total contract value greater than US$1,000,000 (or its equivalent in other arrangement involving a sharing of profits involving the Company, other than the LLC Agreementcurrencies); (iii) any Contract for the acquisition, sale or lease of properties purchase option or assets with a value in excess of $1 million other than sales of properties similar Contract or inventories in the Ordinary Course of Businessarrangement affecting any material Assets owned or used by any Group Member or by which any Group Member is bound; (iv) any Contract (A) restricting which cannot readily be fulfilled or performed by any right Group Member on time with or without undue or unusual expenditure of the Company to compete with any Person or in any line of business or geographic area or during any period of time or (B) restricting any right of the Company to sell to or purchase from any Person, or that grants the other Person “most favored nation” status or exclusivity, other than the Legacy Affiliate AgreementsUS$500,000; (v) any Contract substantially restricting the freedom of any Group Member to provide and take goods and services or group of related Contracts for capital expenditures in excess of $1 million for any single project or related series of projectsto manage its own business affairs by such means and from and to such Persons as it may from time to time think fit; (vi) any Contract pursuant to which (a) any Group Member incurs Indebtedness with the aggregate amount of principal and interest payments greater than US$1,000,000 or (b) any customer or advertiser under which the Company received revenues in excess of $1 million during the last yearGroup Member provides any guarantee; (vii) any services Contract involving payments by the Company in excess whereby any Group Member is, or has agreed to become, a member of $1 million during the last yearany joint venture, consortium or partnership or other unincorporated association; (viii) any Contract which evidences a “trade” or “barter” transaction in which that is illegal under the Company would receive goods or services from the customer or vendor in exchange for furnishing goods or services after the date of this Agreementcurrent regulations; (ix) any Contract providing for material indemnification rights that prohibits or obligations to materially restricts the sale, disposal or from transfer of any Person Equity Securities (excluding indemnities contained in agreements for or any interests therein) owned by the purchase, sale or license of products or services entered into in the Ordinary Course of Business), other than the LLC AgreementCompany; (x) other than the Legacy Affiliate Agreement and the LLC Agreementany shareholder agreements, any Contract with any Seller joint venture agreements or any Affiliate of any Seller or any director or officer of the Companypartnership agreements; (xi) all Legacy Affiliation Agreements (other than Legacy Affiliation Agreements between the Company and Purchaser any employment contracts or any of its Newspaper Affiliates) and similar affiliation Contracts for the sale of the Company’s products and services arrangements with any Person that is not an Affiliate of Purchaser or any Seller;Senior Managers; or (xii) any Contract with Sponsorship Agreement in relation to any Governmental Entity; (xiii) any Contract with employees of or consultants to the Company that involves a commitment for annual consideration with a value in excess of $250,000 that cannot be terminated by the Company without liability upon prior notice of 30 days or less; (xiv) any other Contract that involves annual commitments in excess of $1 million that cannot be terminated by the Company without penalty upon prior notice of 30 days or lessCord Blood Bank. (b) As of the date hereof, each of the Leases and Contracts listed or required to be listed on Schedules 4.11, 4.12, 4.13(e)(1) or 4.13(e)(2) (collectively, the “Material Contracts”) constitutes a valid and binding obligation of the Company (except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Law)), and is in full force and effect, except where the failure to be in full force and effect would not, individually or in the aggregate, reasonably be expected to be material to the Business or the Company. To the Knowledge of the Company, as of the date hereof, no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute any default or breach by the Company or any other party thereto, except for such breaches, defaults, events or conditions that would not, individually or in the aggregate, reasonably be expected to be material to the Business or the Company. Complete and correct copies of each of the Material Contracts have heretofore been delivered to Purchaser. (c) There are no outstanding powers of attorney executed on behalf of the Company. (d) Schedule 4.11(d) sets forth (i) a list of each Seller’s 20 largest advertising customers with respect to the Business and (ii) all “major accounts” or “national accounts” of ▇▇▇▇.▇▇▇ as provided under the Legacy Affiliate Agreements, in each case as of the date hereof.

Material Contracts. (a) Schedule 4.11 lists all Section 4.16 of the Company Disclosure Schedules sets forth a true, correct and complete list, as of the date of this Agreement, of the following Contracts (but not including any Lease Agreements) to which the Company or any of the Company Subsidiaries is party or by which any of the Company or any of the Company Subsidiaries’ assets or properties are bound and under which the Company or any Company Subsidiary has ongoing obligations or the ability to enforce rights thereunder (collectively, and together with any Contract that is a party “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the date hereof:Exchange Act, but excluding those material contracts described in clause (iii) thereof) and is not otherwise set forth on Section 4.16 of the Company Disclosure Schedules, the “Material Contracts”): (i) any Contract related in excess of $50,000 per annum that requires any Person to Indebtednesspurchase its total requirements of any product or service from any other Person or contains “take or pay” or similar provisions but excluding subscription arrangements with suppliers that are entered into in the ordinary course of business consistent with past practice; (ii) any joint venture, partnership or other arrangement involving Contract that contains a sharing of profits involving the Company, other than the LLC Agreement“most-favored-nation” clause; (iii) any Contract that limits or purports to limit (or that following the consummation of the Offer or Merger, could materially limit) the ability of any the Company or any of the Company Subsidiaries or Parent or any of its Affiliates to (A) compete in any line of business, with any Person, in any geographic area or during any period of time, including by limiting the ability to sell any particular services or products to any Persons, or (B) solicit any customers or individuals for employment; (iv) any Contract requiring or otherwise relating to any future capital expenditures by the Company or any of the Company Subsidiaries in excess of $50,000 individually or $250,000 in the aggregate; (v) any Contract relating to the creation, incurrence, assumption or guarantee of any Indebtedness in excess of $100,000 individually, other than any Contract for intercompany indebtedness for borrowed money owing by the Company to any wholly-owned Company Subsidiary or any wholly-owned Subsidiary to the Company or another wholly-owned Company Subsidiary; (vi) any Contract that provides for indemnification or assumption of Liability without limit as to aggregate amount but excluding any Contract with indemnification provisions for the acquisitionindemnification of customers or suppliers that are consistent in all material respects with any Top Contract that was Made Available to Parent; (vii) any Contract that relates to the acquisition or disposition of any business, a material amount of stock or assets of any Person or any real property (whether by merger, sale of stock, sale of assets or lease otherwise) but excluding any non-exclusive software licenses granted to customers, resellers and original equipment manufacturers in the ordinary course of properties business; (viii) any Contract that provides for the establishment or assets operation of any joint venture, partnership, joint development, strategic alliance or similar arrangement; (ix) any Contract to which a (A) Governmental Authority is a party, (B) Major Supplier is a party where the aggregate expenditures under all Contracts with such Major Supplier are in excess of $1,000,000 over the period between January 1, 2013 and October 31, 2014, (C) Major Customer is a party where the aggregate revenues under all Contracts with such Major Customer are in excess of $2,000,000 over the combined two-year period ended December 31, 2013, (D) Major Reseller is a party or (E) Major OEM is a party (each such Contract, a “Top Contract”); (x) any Contract involving any resolution or settlement of any actual or threatened Proceeding with a value in excess of $1 million other than sales of properties or inventories in the Ordinary Course of Business; (iv) any Contract (A) restricting any right of the Company to compete with any Person or in any line of business or geographic area or during any period of time or (B) restricting any right of the Company to sell to or purchase from any Person, 25,000 individually or that grants the other Person “most favored nation” status or exclusivity, other than the Legacy Affiliate Agreements; (v) any Contract or group of related Contracts for capital expenditures in excess of $1 million provides for any single project injunctive or related series of projects; (vi) any Contract with any customer or advertiser under which the Company received revenues in excess of $1 million during the last year; (vii) any services Contract involving payments by the Company in excess of $1 million during the last year; (viii) any Contract which evidences a “trade” or “barter” transaction in which the Company would receive goods or services from the customer or vendor in exchange for furnishing goods or services after the date of this Agreement; (ix) any Contract providing for material indemnification rights or obligations to or from any Person (excluding indemnities contained in agreements for the purchase, sale or license of products or services entered into in the Ordinary Course of Business), other than the LLC Agreement; (x) other than the Legacy Affiliate Agreement and the LLC Agreement, any Contract with any Seller or any Affiliate of any Seller or any director or officer of the Companynon-monetary relief; (xi) all Legacy Affiliation Agreements (other than Legacy Affiliation Agreements between the Company and Purchaser any hedging, swap, derivative or any of its Newspaper Affiliates) and similar affiliation Contracts for the sale of the Company’s products and services with any Person that is not an Affiliate of Purchaser or any SellerContract; (xii) excluding Contracts set forth in Section 4.16(a)(x) of the Company Disclosure Schedules, any Contract with under which (A) the Company or any Governmental Entityof the Company Subsidiaries has licensed or provided any Company Owned IP to a third party, including agreements containing releases, immunities from suit, covenants not to ▇▇▇ or non-assertion provisions (except for non-exclusive licenses granted to Company’s customers in the ordinary course of business that are limited in all material respects to the respective customer’s use or receipt of Company products or services and non-exclusive licenses to contractors and consultants providing services to the Company where the license grant is limited to enabling the respective contractor or consultant to provide services to the Company) (“Company IP Licenses”) and/or (B) pursuant to which Intellectual Property are licensed or otherwise made available (including through agreements containing releases, immunities from suit, covenants not to ▇▇▇ or non-assertion provisions) to the Company or any of the Company Subsidiaries by any Person (except for Shrink Wrap Licenses); (xiii) any Contract with employees of labor, collective bargaining agreement or consultants to the Company that involves a commitment for annual consideration with a value in excess of $250,000 that cannot be terminated by the Company without liability upon prior notice of 30 days or lesssimilar agreements; (xiv) any other Contract that involves annual commitments insurance policies required to be set forth in excess Section 4.21 of $1 million that cannot be terminated by the Company without penalty upon prior notice Disclosure Schedules; (xv) any Contract with any director, officer or affiliate of 30 days the Company or lessany of the Company Subsidiaries; and (xvi) any Contract (not listed in clauses (i) through (xv) above or in Section 4.24(b) of the Company Disclosure Schedules) pursuant to which the Company and/or any of the Company Subsidiaries may be entitled to receive or obligated to pay more than $200,000 in any calendar year but excluding (A) any customers, resellers, original equipment manufacturers, distributors or suppliers agreement entered into in the ordinary course of business consistent with past practice and (B) any offer letter or employment, severance or retention agreement. (b) As The Company has Made Available to Parent true, correct and complete copies of the date hereofeach Material Contract (including all modifications, each of the Leases amendments, supplements, annexes and Contracts listed or required to be listed on Schedules 4.11, 4.12, 4.13(e)(1) or 4.13(e)(2) (collectively, the “schedules thereto and written waivers thereunder). Each Material Contracts”) constitutes Contract is in full force and effect and is a valid and binding obligation agreement enforceable against the Company or any of the Company (Subsidiaries party thereto and, to the Company’s Knowledge, any other party thereto in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or and other similar Laws Applicable Law affecting creditors’ rights generally and by general principles of equity (regardless equity. As of whether considered in a proceeding in equity or at Law))the date of this Agreement, and none of the Company nor any of the Company Subsidiaries party to, nor, to the Company’s Knowledge, any other party to any Material Contract is in full force and effectmaterial breach of or material default under, except where the failure or has provided or received any written notice of any intention to be in full force and effect would notterminate or seek renegotiation of, individually or in the aggregate, reasonably be expected to be material to the Business or the Companyany Material Contract. To the Knowledge Company’s Knowledge, no event or circumstance has occurred that, with or without notice or lapse of time or both, would (i) constitute a material breach of or material event of default by the Company, (ii) result in a right of termination for the counterparty, (iii) cause or permit the acceleration of, or other material changes to, any material right of the counterparty or obligation of the Company or (iv) result in the loss of any material benefit of the Company, as of the date hereof, no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute any default or breach by the Company or any other party thereto, except for such breaches, defaults, events or conditions that would not, individually or in the aggregate, reasonably be expected to be material to the Business or the Company. Complete and correct copies of each of the Material Contracts have heretofore been delivered to Purchaser. (c) There are no outstanding powers of attorney executed on behalf of the Company. (d) Schedule 4.11(d) sets forth (i) a list of each Seller’s 20 largest advertising customers with respect to the Business and (ii) all “major accounts” or “national accounts” of ▇▇▇▇.▇▇▇ as provided under the Legacy Affiliate Agreements, in each case as of the date hereofcase, under any Material Contract.

Material Contracts. (a) Schedule 4.11 lists all 2.10(a) of the following Contracts to which the Company is Disclosure Letter sets forth a party list as of the date hereof: (i) any Contract related to Indebtedness; (ii) any joint venture, partnership or other arrangement involving a sharing of profits involving the Company, other than the LLC Agreement; (iii) any Contract for the acquisition, sale or lease of properties or assets with a value in excess of $1 million other than sales of properties or inventories in the Ordinary Course of Business; (iv) any Contract (A) restricting any right of the Company to compete with any Person or in any line of business or geographic area or during any period of time or (B) restricting any right of the Company to sell to or purchase from any Person, or that grants the other Person “most favored nation” status or exclusivity, other than the Legacy Affiliate Agreements; (v) any Contract or group of related Contracts for capital expenditures in excess of $1 million for any single project or related series of projects; (vi) any Contract with any customer or advertiser under which the Company received revenues in excess of $1 million during the last year; (vii) any services Contract involving payments by the Company in excess of $1 million during the last year; (viii) any Contract which evidences a “trade” or “barter” transaction in which the Company would receive goods or services from the customer or vendor in exchange for furnishing goods or services after the date of this Agreement; (ix) any Contract providing for material indemnification rights or obligations to or from any Person (excluding indemnities contained in agreements for the purchase, sale or license Agreement of products or services entered into in the Ordinary Course of Business), other than the LLC Agreement; (x) other than the Legacy Affiliate Agreement and the LLC Agreement, any Contract with any Seller or any Affiliate of any Seller or any director or officer of the Company; (xi) all Legacy Affiliation Agreements (other than Legacy Affiliation Agreements between the Company and Purchaser or any of its Newspaper Affiliates) and similar affiliation Contracts for the sale of the Company’s products and services with any Person that is not an Affiliate of Purchaser or any Seller; (xii) any Contract with any Governmental Entity; (xiii) any Contract with employees of or consultants to the Company that involves a commitment for annual consideration with a value in excess of $250,000 that cannot be terminated by the Company without liability upon prior notice of 30 days or less; (xiv) any other Contract that involves annual commitments in excess of $1 million that cannot be terminated by the Company without penalty upon prior notice of 30 days or less. (b) As of the date hereof, each of the Leases and Contracts listed or required to be listed on Schedules 4.11, 4.12, 4.13(e)(1) or 4.13(e)(2) following Business Agreements (collectively, the “Material Contracts”): (i) constitutes a valid any Business Agreement pursuant to which Indebtedness of any Transferred Company has been incurred (other than those in respect of trade payables arising in the ordinary course of business); (ii) any guaranty by the Transferred Companies of any obligation for borrowed money (other than guaranties of credit cards of officers and binding obligation employees of the Transferred Companies), excluding endorsements made for collection in the ordinary course of business; (iii) any obligation to make payments, contingent or otherwise, arising out of the prior acquisition of any Assets or businesses of third Persons (other than accounts payable and accrued liabilities constituting current liabilities); (iv) any Business Agreement containing non-competition, non-solicitation or other limitations restricting the current or future development, manufacture, marketing or distribution of the products and services by any Transferred Company, or any Transferred Company’s ability to compete in any line of business, in any geographic area or with any Person or to solicit the employees or customers of any Person (other than confidentiality and similar agreements entered into in the ordinary course of business); (v) any Business Agreement for the employment or engagement of any officer, director, employee or other Person on a full-time, part-time, consulting or other basis that provides for the payment of any cash or other compensation, severance or benefits as a result of the execution of this Agreement or any Ancillary Document or the consummation of the transactions contemplated hereby or thereby; (vi) any Business Agreement (other than (A) for the purchase or sale of goods and services on a purchase order basis in the ordinary course of business and (B) Leases) which involved the payment of consideration to or by a Transferred Company, in each case, by or to a third Person, in excess of U.S.$2,500,000 during the fiscal year ended December 31, 2012 or are reasonably expected to involve the payment of consideration in excess of U.S.$2,500,000 to or by a Transferred Company in any twelve (except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium 12) month period; (vii) any Business Agreement pursuant to which a Transferred Company purchases goods or services (other than on a purchase order basis) that is a Business Agreement with a mandatory take or pay or similar Laws affecting creditorspurchase requirement for all or a portion of such Transferred Company’s purchase obligations with respect to such good or service (a “Take or Pay Agreement”); (viii) any Business Agreement that contains any product or service guaranty or warranty or right of return that is not consistent with the terms customarily provided by the Business in the ordinary course of business; (ix) any Business Agreement that is a partnership, joint venture, profit-sharing, loss-sharing or similar Contract; (x) any Business Agreement that contains any form of most-favored nation provision in favor of any customer or supplier of the Business or any other Person; (xi) any Business Agreement pursuant to which a Transferred Company purchases goods or services (other than on a purchase order basis) that is a sole source purchase Contract or another Contract with exclusivity provisions applicable to a Transferred Company; (xii) any Business Agreement to which a Governmental Authority, or a Representative of a Governmental Authority is a party; (xiii) any Business Agreement under which any Transferred Company has made any advance, loan, extension of credit or capital contribution to, or other investment in, any Person (other than a Transferred Company or a Non-Controlled Company and other than loans or advances to employees or extensions of trade credit in the ordinary course of business); (xiv) any Business Agreement granting an Encumbrance (other than a Permitted Encumbrance) upon any Shares or Business Assets; (xv) any Business Agreement entered into outside the ordinary course of business providing for indemnification by a Transferred Company of any Person that remains in effect as of the date of this Agreement with respect to liabilities relating to any former business of any Transferred Company or any predecessor Person; (xvi) any Business Agreement relating to the acquisition or disposition of any business, material Assets (other than Inventory sales in the ordinary course of business) or Equity Interests of a third Person outside of the ordinary course of business; (xvii) all Business Agreements (A) for the cleanup, abatement or other actions in connection with any Hazardous Substances or the Remedial Action of any existing Environmental Condition, in each case that are not terminable without penalty on thirty (30) days’ rights or fewer notice or that require payments by the Transferred Company or Non-Controlled Company in an amount in excess of $125,000 per annum or (B) involving payment by Parent or one of its Affiliates to a third party in an amount in excess of $125,000 for the performance of any ongoing environmental audit or study at an individual Acquired Site or Leased Site; (xviii) any Derivatives Contract that will be binding on a Transferred Company after the Closing; (xix) any Business Agreement primarily related to the use, development, support or disaster recovery of the IT Systems used primarily by the Transferred Companies reasonably expected to involve the payment of consideration in an amount in excess of $1,000,000 on an annual basis; (xx) any Business Agreement pursuant to which (A) Intellectual Property that is material to the Business is licensed to a Transferred Company by a third Person (other than license agreements for “off-the-shelf” software on generally standard terms and by general principles conditions); or (B) a Transferred Company has (1) granted to a third Person an exclusive right with respect to Intellectual Property or (2) granted to a third Person any right with respect to Intellectual Property that is material to the Business; (xxi) any Business Agreement relating to any outstanding commitment for Capital Expenditures in excess of equity $2,000,000; (regardless xxii) any Business Agreement relating to the settlement of whether considered any Proceeding that (A) contains any obligations or commitments of a Transferred Company to make payments to a third person in excess of $500,000 after the date of this Agreement or (ii) limits the conduct of a proceeding Transferred Company other than in equity or at Law)), and the ordinary course of business; and (xxiii) the Contracts for IT Systems of the Business listed on Schedule 2.10(a)(xxiii) of the Disclosure Letter. (b) Each Material Contract is in full force and effecteffect and constitutes a valid and legally binding obligation of the applicable Transferred Company and, except where the failure to be in full force and effect would not, individually or in the aggregate, reasonably be expected to be material to the Business or the Company. To the Knowledge of Parent, of each other party thereto, enforceable against such Transferred Company and, to the CompanyKnowledge of Parent, each other party thereto, in accordance with its terms, except as such enforceability may be limited by the Bankruptcy and Equity Exceptions. Neither any Transferred Company nor, to the Knowledge of the date hereofParent, any other party to any Material Contract is in material breach or default of or under any such Material Contract, and to Parent’s Knowledge, no event has occurred and no condition or state of facts exists which, that with the passage lapse of time or the giving of notice notice, or both, would constitute any a material breach or default or breach by the Company or of any other party thereto. The execution, except for such breachesdelivery and performance by Parent of this Agreement and the Ancillary Documents to be executed and delivered by Parent or any of the Sellers, defaultsand the consummation of the transactions contemplated hereby and thereby by Parent and the Sellers, events or conditions that would notdo not and will not conflict with, individually or result in the aggregatemodification or cancellation of, reasonably be expected render unenforceable, or give rise to be material any right of termination in respect of (with due notice or lapse of time or both) any Material Contract. No party to the Business or the Company. Complete and correct copies of each any of the Material Contracts have heretofore been delivered has exercised in writing any termination rights with respect thereto, and to Purchaser. (c) There are the Knowledge of Parent, no outstanding powers party has given written notice of attorney executed on behalf of the Company. (d) Schedule 4.11(d) sets forth (i) a list of each Seller’s 20 largest advertising customers any material dispute with respect to the Business any Material Contracts. Parent has made available to Buyer true, correct and (ii) complete copies of all “major accounts” Material Contracts, together with all amendments, modifications or “national accounts” of ▇▇▇▇supplements thereto.▇▇▇ as provided under the Legacy Affiliate Agreements, in each case as of the date hereof.

Material Contracts. (a) Schedule 4.11 lists all Section 3.10(a) of the following Contracts to which the Company is Seller Disclosure Schedule contains a party as true, correct and complete list of the date hereof: (i) any Contract related to Indebtedness; (ii) any joint venture, partnership or other arrangement involving a sharing of profits involving the Company, other than the LLC Agreement; (iii) any Contract for the acquisition, sale or lease of properties or assets with a value in excess of $1 million other than sales of properties or inventories in the Ordinary Course of Business; (iv) any each material Contract (A) restricting any right of the Company to compete with any Person or in any line of business or geographic area or during any period of time or (B) restricting any right of the Company to sell to or purchase from any Personeach such contract, or that grants the other Person “most favored nation” status or exclusivityincluding all amendments, other than the Legacy Affiliate Agreements; (v) any Contract or group of related Contracts for capital expenditures in excess of $1 million for any single project or related series of projects; (vi) any Contract with any customer or advertiser under which the Company received revenues in excess of $1 million during the last year; (vii) any services Contract involving payments by the Company in excess of $1 million during the last year; (viii) any Contract which evidences modifications and supplements thereto, a “tradeMaterial Contract” or “barter” transaction in which the Company would receive goods or services from the customer or vendor in exchange for furnishing goods or services after the date of this Agreement; (ix) any Contract providing for material indemnification rights or obligations to or from any Person (excluding indemnities contained in agreements for the purchase, sale or license of products or services entered into in the Ordinary Course of Business), other than the LLC Agreement; (x) other than the Legacy Affiliate Agreement and the LLC Agreement, any Contract with any Seller or any Affiliate of any Seller or any director or officer of the Company; (xi) all Legacy Affiliation Agreements (other than Legacy Affiliation Agreements between the Company and Purchaser or any of its Newspaper Affiliates) and similar affiliation Contracts for the sale of the Company’s products and services with any Person that is not an Affiliate of Purchaser or any Seller; (xii) any Contract with any Governmental Entity; (xiii) any Contract with employees of or consultants to the Company that involves a commitment for annual consideration with a value in excess of $250,000 that cannot be terminated by the Company without liability upon prior notice of 30 days or less; (xiv) any other Contract that involves annual commitments in excess of $1 million that cannot be terminated by the Company without penalty upon prior notice of 30 days or less. (b) As of the date hereof, each of the Leases and Contracts listed or required to be listed on Schedules 4.11, 4.12, 4.13(e)(1) or 4.13(e)(2) (collectively, the “Material Contracts”) constitutes to which the Company is a valid party that is (provided, however, that other than with respect to Section 3.10(a)(xiv), no Employee Benefit Plan shall be treated as a Material Contract): (i) a Contract involving a commitment or payment or incurrence of liabilities by the Company in excess of an aggregate of One Hundred Thousand Dollars ($100,000) in the twelve (12) months ending September 30, 2025; (ii) a Contract relating to mortgaging, pledging or otherwise placing any Encumbrance (other than a Permitted Encumbrance) on the Company’s assets, or any guaranty of an obligation of a third party; (iii) a Lease; (iv) a Contract under which the Company is lessee of, or holds or operates any personal property owned by any other party calling for payments in excess of Fifty Thousand Dollars ($50,000) annually; (v) a Contract for capital equipment that provides for payments by the Company in excess of Fifty Thousand Dollars ($50,000) in any calendar year; (vi) a Contract evidencing Indebtedness of the type described in clauses (a) through (g) of the definition of Indebtedness; (vii) a Contract relating to the ownership of or investment in any business or enterprise (including investments in joint ventures, partnership arrangements and binding obligation minority equity investments); (viii) a Contract relating to the sale or issuance of any Equity Interest of the Company, other than this Agreement; (ix) a Contract (A) containing any covenant limiting in any material respect the right of the Company or any of its officers or key employees to freely engage in any line of business (except as whether through an exclusivity agreement or otherwise), to compete with any Person in any line of business or to compete with any Person or the manner or locations in which any of them may be limited engage, or (B) prohibiting or limiting in any material respect the right of the Company to make, sell or distribute any products or services; (x) a Contract pursuant to which the Company has agreed to provide “most favored nation” pricing or any arrangement whereby the Company has agreed with any Person that such Person will receive the most favorable terms and conditions that are provided by applicable bankruptcythe Company to any other Person; (xi) a Contract or group of Contracts requiring the purchase of all or substantially all of the Company’s requirements of a particular product from a vendor; (xii) a Contract with any Government Entity; (xiii) a Contract pursuant to which the Company has continuing indemnification, insolvency“earn-out” or other contingent payment obligations; (xiv) any written (i) employment agreement written consulting agreement or written services agreement with an independent contractor who is a natural person, reorganizationin each case of this clause (i), moratorium whose annual base compensation is more than Seventy-Five Thousand Dollars ($75,000), (ii) collective bargaining agreement; (iii) contract relating to the engagement services of any Leased Worker; (iv) contract with any staffing companies, temporary employment agencies or professional employer organizations; or (v) change of control, severance, retention, or similar Laws affecting creditors’ rights generally agreements or arrangements with any employee, manager, officer, or other service provider or any agreement or arrangement that provides for the acceleration of, or increase in, any payment, compensation, or benefits in connection with the consummation of the transactions contemplated hereby; (xv) a power of attorney, except for those executed in connection with the preparation and filing of Tax returns and related filings and matters; (xvi) an acquisition agreement, whether by general principles merger, equity interest or asset sale or otherwise; (xvii) a Contract for the purchase or sale of equity real property; (regardless xviii) a Contract with any Material Customer and Material Supplier; (xix) Contracts relating to a loan to any officer, manager, director, employee, consultant, independent contractor, or Leased Worker; (xx) a Contract granting to any Person an option or a first refusal, first-offer or similar preferential right to purchase or acquire any assets of whether considered the Company; (xxi) an Affiliate Agreement; (xxii) a Contract which constitutes a guaranty of any obligation of any Person (other than the Company); (xxiii) a Contract involving a sharing of profits, losses, costs or Liabilities by the Company with any other Person; (xxiv) (A) a Contract relating to the settlement of any pending or threatened Action or (B) Contract entered into in a proceeding the past four (4) years relating to the cancellation, compromise, waiver or release of any material right or claim; or (xxv) any IP Agreements. (b) Except as set forth in equity or at Law))Section 3.10(b)(i) of the Seller Disclosure Schedule, and each Material Contract is in full force and effect, except where constitutes the, legal, valid, and binding obligations of the failure respective parties thereto, and is enforceable against the Company and, to be in full force and effect would not, individually or in the aggregate, reasonably be expected to be material to the Business or the Company. To the Knowledge of the Seller Group, the other parties thereto, in accordance with its respective terms. Except as set forth in Section 3.10(b)(ii) of the Seller Disclosure Schedule, (i) the Company is not in breach or default in any material respect, or in receipt of any written notice of any breach or default in any material respect, of any Material Contract, (ii) there exists no breach or default, or any event or condition, including the execution and delivery of this Agreement and the Ancillary Agreements, or the consummation of any transaction contemplated hereby or thereby, which upon the giving of notice or the passage of time, or both, would give rise to a claim of a default or breach by the Company, (iii) the Company and, to the Knowledge of the Seller Group, each counterparty have performed all obligations under each Material Contract required to be performed and, to the Knowledge of the Seller Group, no facts exist which would render such performance unlikely, and (iv) to the Knowledge of the Seller Group, no other party to any Material Contract is in breach in any material respect of such Material Contract. There is no pending or, to the Knowledge of the Seller Group, threatened bankruptcy, insolvency or similar proceedings with respect to any party to such Material Contracts. Neither the Seller nor any member of the Seller Group is participating in any discussions or negotiations regarding modification of or amendment to any Material Contract or entry in any new Contract which, if entered into as of the date hereof, no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute any default or breach by the Company or any other party thereto, except for such breaches, defaults, events or conditions that would not, individually or in the aggregate, reasonably be expected to be material to the Business or the Company. Complete and correct copies of each of the a Material Contracts have heretofore been delivered to PurchaserContract. (c) There are no outstanding powers of attorney executed on behalf of the Company. (d) Schedule 4.11(d) sets forth (i) a list of each Seller’s 20 largest advertising customers with respect to the Business and (ii) all “major accounts” or “national accounts” of ▇▇▇▇.▇▇▇ as provided under the Legacy Affiliate Agreements, in each case as of the date hereof.

Material Contracts. (a) Schedule 4.11 8.14 of the Disclosure Schedules lists all of the Contracts of the following Contracts nature to which the Company Atlantic is a party as or any of its properties or assets is bound (the date hereof:“Atlantic Material Contracts”): (i) any each Contract related to Indebtednesswith a Significant Customer, Significant Supplier and each other Contract that involves performance of services or delivery of goods or materials by Atlantic; (ii) any joint venture, partnership each Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or other arrangement involving a sharing receipts of profits involving the Company, other than the LLC AgreementAtlantic in excess of $100,000; (iii) each Contract affecting the ownership of, leasing of, title to, use of or any Contract for the acquisition, sale leasehold or lease other interest in any real or personal property (excepting personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of properties or assets less than $100,000 and with a value term of less than one (1) year); (iv) each Contract with any labor union or other employee representative of a group of employees relating to wages, hours and other conditions of employment; (v) each partnership, joint venture or other Contract involving a sharing of profits, losses, costs or liabilities by Atlantic with any other Person; (vi) each Contract containing covenants that in excess any way purport to restrict Atlantic’s (A) business activity, (B) freedom to engage in any line of $1 million business or to compete with any Person, including any Contracts requiring Atlantic to maintain an exclusive relationship or requiring Atlantic to not to compete or to not to solicit in any manner, (C) ability to increase prices to a customer of the Business, or (D) operation of the Business; (vii) each Contract providing for payments to or by any Person based on sales, purchases or profits, other than sales of properties or inventories direct payments for goods in the Ordinary Course of Business; (ivviii) any Contract each power of attorney (Aor similar grant of authority) restricting any right of the Company to compete with any Person or in any line of business or geographic area or during any period of time or (B) restricting any right of the Company to sell to or purchase from any Person, or Atlantic that grants the other Person “most favored nation” status or exclusivity, other than the Legacy Affiliate Agreementsis currently effective and outstanding; (vix) any each Contract that contains or group of related Contracts provides for an express undertaking by Atlantic to be responsible for consequential damages or indemnification obligations; (x) each Contract for capital expenditures in excess of $1 million 100,000 for any single project item or related series of projects$250,000 in the aggregate; (vixi) each executive employment Contract that provides for employment of senior executives or management personnel by Atlantic on a full-time, part-time or other basis; (xii) each Contract for any independent contractor or consultant providing services to Atlantic; (xiii) each written warranty, guaranty or other similar undertaking with respect to contractual performance executed by Atlantic other than in the Ordinary Course of Business; (xiv) any Contract relating to the acquisition or disposition, directly or indirectly, of any business, Real Property or other assets, or the Equity Interests of any other Person; (xv) any Contract relating to Indebtedness, the borrowing of money, or the guaranty of another Person’s borrowing of money or other obligation, including, without limitation, all notes, mortgages, indentures and other obligations, guarantees of performance, letters of credit, advances, and agreements and instruments for or relating to any lending or borrowing; (xvi) any Contract under which the execution and delivery of this Agreement or any Ancillary Document may cause a default, give rise to any right of termination, cancellation or acceleration, or require any Consent; (xvii) any Contract involving the settlement, release, compromise or waiver of any material rights, claims, obligations, duties or liabilities; (xviii) any management service, consulting, financial advisory or any other similar type Contract and all Contracts with investment or commercial banks; (xix) any Contract with any customer or advertiser under which the Company received revenues in excess of $1 million during the last yearRelated Parties; (viixx) any services Contract involving payments by the Company in excess of $1 million during the last yearany ownership, right to use, use, infringement or any claim, liability or obligation with respect to any Intellectual Property; (viiixxi) any other material Contract which evidences a “trade” of Atlantic, whether or “barter” transaction in which the Company would receive goods or services from the customer or vendor in exchange for furnishing goods or services after the date of this Agreement; (ix) any Contract providing for material indemnification rights or obligations to or from any Person (excluding indemnities contained in agreements for the purchase, sale or license of products or services not entered into in the Ordinary Course of Business), other than the LLC Agreement; (x) other than the Legacy Affiliate Agreement and the LLC Agreementwhich shall include, without limitation, any Contract with any Seller or any Affiliate of any Seller or any director or officer of the Company; (xi) all Legacy Affiliation Agreements (other than Legacy Affiliation Agreements between the Company and Purchaser or any of its Newspaper Affiliates) and similar affiliation Contracts for the sale of the Company’s products and services with any Person that is not an Affiliate of Purchaser or any Seller; (xii) any Contract with any Governmental Entity; (xiii) any Contract with employees of or consultants to the Company that involves a commitment for annual consideration with a value requires payment by Atlantic in excess of $250,000 100,000 in any twelve (12) month period that cannot be terminated by on less than ninety (90) days’ notice without the Company without liability upon prior notice payment of 30 days any termination fee, premium or less;penalty; and (xivxxii) each amendment, supplement and modification (whether oral or written) in respect of any other Contract that involves annual commitments in excess of $1 million that cannot be terminated by the Company without penalty upon prior notice of 30 days or lessforegoing. (b) As Atlantic is not in material breach or default under the terms of any Atlantic Material Contract and, to the date hereofKnowledge of Atlantic, each there exists no event, condition or occurrence which (with or without due notice or lapse of time, or both) would constitute such a material breach or default by Atlantic, nor has Atlantic received any written notice of any breach or default or alleged breach of default under any Atlantic Material Contract. To the Leases and Contracts listed or required Knowledge of Atlantic, no other party to be listed on Schedules 4.11, 4.12, 4.13(e)(1) or 4.13(e)(2) (collectively, the “any Atlantic Material Contracts”) constitutes a valid and binding obligation of the Company (except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Law)), and Contract is in full force and effectbreach or default under the terms thereof, except where and, to the failure to be Knowledge of Atlantic, there exists no event, condition or occurrence which (with or without due notice or lapse of time, or both) would constitute such a breach or default by any such party, nor has Atlantic received any written notice of any breach or default by any such party. The Atlantic Material Contracts are in full force and effect would notand are valid and binding obligations of Atlantic and, individually or in the aggregate, reasonably be expected to be material to the Business knowledge of Atlantic, the other parties thereto. Atlantic has not received any written notice from any other party to an Atlantic Material Contract of the termination or the Company. To threatened termination thereof, or of any claim, dispute or controversy with respect thereto, nor, to the Knowledge of the CompanyAtlantic, is there any basis therefor. Except as provided on Schedule 8.20 of the date hereofDisclosure Schedules, no event has occurred consent of, or notice to, any third party is required under any Atlantic Material Contract as a result of or in connection with, and no condition neither the enforceability nor any of the terms or state provisions of facts exists whichany Atlantic Material Contract will be affected in any manner by the execution, with the passage delivery and performance of time this Agreement, or the giving of notice or both, would constitute any default or breach by the Company or any other party thereto, except for such breaches, defaults, events or conditions that would not, individually or in the aggregate, reasonably be expected to be material to the Business or the Company. Complete and correct copies of each of the Material Contracts have heretofore been delivered to Purchasertransactions contemplated hereby. (c) There are no outstanding powers of attorney executed on behalf of the Company. (d) Schedule 4.11(d) sets forth (i) a list of each Seller’s 20 largest advertising customers with respect to the Business and (ii) all “major accounts” or “national accounts” of ▇▇▇▇.▇▇▇ as provided under the Legacy Affiliate Agreements, in each case as of the date hereof.

Material Contracts. (a) Schedule 4.11 lists all Section 4.17(a) of the Disclosure Schedule lists the following Contracts types of Contracts, together with all amendments, to which the Company or any Company Subsidiary is a party or by which any of their respective properties, rights or assets are bound, as of the date hereof:hereof (such Contracts being the “Company Material Contracts”): (i) each Contract that is a “material contract” (as such terms is defined in Item 601(b)(10) of Regulation S-K of the Exchange Act), other than those agreements and arrangements described in Item 601(b)(10)(iii)(C) with respect to the Company or any Contract related to IndebtednessCompany Subsidiary); (ii) (A) all employment Contracts of those employees that received from the Company or any joint ventureCompany Subsidiary annual compensation (including base salary, partnership commissions, and annual or other arrangement involving a sharing periodic or project bonuses) in excess of profits involving $100,000 in fiscal year 2013 and (B) all consulting Contracts for those consultants that received from the Company, other than the LLC AgreementCompany or any Company Subsidiary annual compensation in excess of $100,000 in fiscal year 2013; (iii) any Contract all Contracts evidencing indebtedness for the acquisition, sale or lease of properties or assets with a value borrowed money in excess of $1 million other than sales 100,000 or granting a Lien (except Standard Outbound Licenses) on any material property or asset of properties the Company or inventories in the Ordinary Course of BusinessCompany Subsidiaries; (iv) Company Intellectual Property Agreements; (v) all Contracts which provide for indemnification by the Company or any Contract Company Subsidiary of any other person against any charge of infringement of any Intellectual Property Right or product liability, other than in the ordinary course of business in connection with the distribution of the Company Products; (vi) all Contracts involving any joint venture, co-development, partnership or similar arrangement that is material to the Company or any Company Subsidiary; (vii) all Contracts that (A) restricting grant to a Third Party any right of first refusal or first offer or similar right or that limit in material respects, purport to limit in any material respect, the ability of the Company or any Company Subsidiary or, upon the consummation of the Transaction, Parent or any of its affiliates to compete in respect of Company Products with any Person person or entity or in any line of business or geographic area or during any period of time time, or that grants any exclusive rights, rights of refusal, rights of first negotiation or similar rights to any party, or any settlement, concurrent use, consent-to-use or standstill agreements, or (B) restricting require the disposition of any right material asset or line of business of the Company to sell to or purchase from any Person, or that grants the other Person “most favored nation” status or exclusivity, other than the Legacy Affiliate Agreements; (v) any Contract or group of related Contracts for capital expenditures in excess of $1 million for any single project or related series of projects; (vi) any Contract with any customer or advertiser under which the Company received revenues in excess Subsidiaries or, following the Effective Time, of $1 million during the last year; (vii) any services Contract involving payments by the Company in excess of $1 million during the last yearParent or its affiliates; (viii) any Contract which evidences that is a “trade” collective bargaining agreement, work council agreement, work force agreement or “barter” transaction in which any other labor union Contract applicable to persons employed by the Company would receive goods or services from the customer or vendor in exchange for furnishing goods or services after the date of this Agreementany Company Subsidiary; (ix) any Contract providing for material indemnification rights that requires the Company or obligations any Company Subsidiary to deal exclusively with any person with respect to any matter or from that provide “most favored nation” pricing or terms to the other party to such Contract or any Person (excluding indemnities contained in agreements for third party, including any such Contract that, following the purchaseEffective Time, sale would apply to Parent or license any of products or services entered into in the Ordinary Course of Business), other than the LLC Agreementits subsidiaries; (xA) other than the Legacy Affiliate Agreement and the LLC Agreement, any Contract with any Seller or any Affiliate of any Seller or any director or officer a foundry partner of the CompanyCompany and (B) any Contract that involves the payment by the Company and the Company Subsidiaries to the counterparty of $250,000 or more in the prior twelve (12) months; (xi) all Legacy Affiliation Agreements material Contracts with the top ten (other than Legacy Affiliation Agreements between 10) customers of the Company and Purchaser or any of its Newspaper Affiliates) and similar affiliation Contracts for the sale Company Subsidiaries as set forth in Section 4.21 of the Company’s products and services with any Person that is not an Affiliate of Purchaser or any SellerDisclosure Schedule; (xii) any Contract with that provides for indemnification by the Company or any Governmental EntityCompany Subsidiaries to any Person, other than as entered into in the ordinary course of business or any indemnification or advancement obligations set forth in the certificate of incorporation, bylaws or comparable organizational documents of the Company or the Company Subsidiaries; (xiii) any Contract with employees of or consultants to that is between the Company that involves a commitment for annual consideration with a value in excess or any Company Subsidiary and any director or officer of $250,000 that cannot be terminated by the Company without liability upon prior notice or any Person beneficially owning five (5) percent or more of 30 days or lessthe outstanding Company Shares; (xiv) any other Contract that involves annual commitments restricts payment of dividends or any other distribution in excess respect of $1 million that cannot be terminated by the Company without penalty upon prior notice Shares or the shares of 30 days any of the Company Subsidiaries’ capital stock, or lessthe purchase, redemption or other acquisition of any such shares; (xv) any Contract that contains standstill or similar agreement pursuant to which one party has agreed not to acquire assets or securities of another Person, except for any such Contract that is a confidentiality, non-disclosure or similar type of agreement entered into in the ordinary course of business or in connection with the potential sale of the Company; (xvi) any material Contract that is between the Company or any Company Subsidiary and any Governmental Authority; (xvii) any Contract that relates to the formation, creation, operation, management or control of any partnership, joint venture or similar arrangements material to the Company or any of the Company Subsidiaries; (xviii) any Contract that was not negotiated and entered into on an arm’s length basis; or (xix) any Contract that would prevent the Company’s ability to consummate the Merger or the other Transactions. (b) As of the date hereof(i) each Company Material Contract is in all material respects a legal, each of the Leases and Contracts listed or required to be listed on Schedules 4.11, 4.12, 4.13(e)(1) or 4.13(e)(2) (collectively, the “Material Contracts”) constitutes a valid and binding obligation of the Company agreement and is, in all material respects, in full force and effect and enforceable in accordance with its terms (except as may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws other laws relating to or affecting creditorsthe rights and remedies of creditors generally); the Company or any Company Subsidiary, as applicable, is not in material breach or default under any Company Material Contract (other than any material breaches or defaults that the Company or a Company Subsidiary has cured, or that would not be expected to have a Material Adverse Effect), and, to the knowledge of the Company, no event or condition exists that, with or without notice, lapse of time, or both, would constitute a default under the Company Material Contract (other than any defaults that would not be expected to have a Material Adverse Effect); and none of the Company Material Contracts has been canceled by the other party; (ii) to the knowledge of the Company, no other party has materially breached or violated, or defaulted under, any Company Material Contract (other than any material breaches that any other party has cured); (iii) the Company and the Company Subsidiaries have not received any written claim of default under any Company Material Contract, which has not been cured in accordance with the cure provisions such Contract; (iv) the Company is not involved in any pending disputes regarding such Company Material Contracts, including disputes with respect to the scope thereof, performance thereunder, or payments made or received in connection therewith, except for disputes that would not be expected to have a Material Adverse Effect; and (v) neither the execution of this Agreement nor the consummation of any Transaction shall constitute a default, give rise to cancellation rights, or otherwise adversely affect any of the Company’s or the Company Subsidiaries’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Law)), and is in full force and effectunder any Company Material Contract, except where the failure to be in full force and effect would notfor any such defaults, cancellation rights, or adverse effects that, individually or in the aggregate, would not reasonably be expected to be material to the Business or the Company. To the Knowledge of the Company, as of the date hereof, no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute any default or breach by the Company or any other party thereto, except for such breaches, defaults, events or conditions that would not, individually or in the aggregate, reasonably be expected to be material to the Business or the Company. Complete and correct copies of each of the Material Contracts have heretofore been delivered to Purchaser. (c) There are no outstanding powers of attorney executed on behalf of the Company. (d) Schedule 4.11(d) sets forth (i) a list prevent or materially delay beyond the Outside Date the consummation of each Seller’s 20 largest advertising customers with respect to the Business and Merger or (ii) have a Material Adverse Effect. The Company has made available to Purchaser true and complete copies of all “major accounts” or “national accounts” of ▇▇▇▇Company Material Contracts, including any amendments thereto.▇▇▇ as provided under the Legacy Affiliate Agreements, in each case as of the date hereof.

Material Contracts. (a) Schedule 4.11 lists 5.16 sets forth all of the following Contracts to which the Company is a party as of the date hereof: (i) any Contract related to Indebtedness; (ii) any joint venture, partnership or other arrangement involving a sharing of profits involving the Company, other than the LLC Agreement; (iii) any Contract for the acquisition, sale or lease of properties or assets with a value in excess of $1 million other than sales of properties or inventories in the Ordinary Course of Business; (iv) any Contract (A) restricting any right of the Company to compete with any Person or in any line of business or geographic area or during any period of time or (B) restricting any right of the Company to sell to or purchase from any Person, or that grants the other Person “most favored nation” status or exclusivity, other than the Legacy Affiliate Agreements; (v) any Contract or group of related Contracts for capital expenditures in excess of $1 million for any single project or related series of projects; (vi) any Contract with any customer or advertiser under which the Company received revenues in excess of $1 million during the last year; (vii) any services Contract involving payments by the Company in excess of $1 million during the last year; (viii) any Contract which evidences a “trade” or “barter” transaction in which the Company would receive goods or services from the customer or vendor in exchange for furnishing goods or services after the date of this Agreement; (ix) any Contract providing for material indemnification rights or obligations to or from any Person (excluding indemnities contained in agreements for the purchase, sale or license of products or services entered into in the Ordinary Course of Business), other than the LLC Agreement; (x) other than the Legacy Affiliate Agreement and the LLC Agreement, any Contract with any Seller or any Affiliate of any Seller or any director or officer of the Company; (xi) all Legacy Affiliation Agreements (other than Legacy Affiliation Agreements between the Company and Purchaser or any of its Newspaper Affiliates) and similar affiliation Contracts for the sale of the Company’s products and services with any Person that Subsidiaries is not an Affiliate of Purchaser a party or any Seller; (xii) any Contract with any Governmental Entity; (xiii) any Contract with employees of or consultants to the Company that involves a commitment for annual consideration with a value in excess of $250,000 that cannot be terminated by the Company without liability upon prior notice of 30 days or less; (xiv) any other Contract that involves annual commitments in excess of $1 million that cannot be terminated by the Company without penalty upon prior notice of 30 days or less. (b) As of the date hereof, each of the Leases and Contracts listed or required to be listed on Schedules 4.11, 4.12, 4.13(e)(1) or 4.13(e)(2) which it is bound (collectively, the “Material Contracts”): (i) constitutes a valid and binding obligation Contracts with any Seller or any current or former officer, director, stockholder or Affiliate of the Company or any of its Subsidiaries; (except as may be limited by applicable bankruptcyii) Contracts with any labor union or association representing any employee of the Company or any of its Subsidiaries; (iii) Contracts pursuant to which any party is required to purchase or sell a stated portion of its requirements or output from or to another party; (iv) Contracts for the sale of any of the assets of the Company or any of its Subsidiaries other than in the Ordinary Course of Business or for the grant to any Person of any preferential rights to purchase any of its assets; (v) Contracts for joint ventures, insolvency, reorganization, moratorium strategic alliances or similar Laws affecting creditors’ rights generally and by general principles partnerships; (vi) Contracts containing covenants of equity (regardless the Company or any of whether considered its Subsidiaries not to compete in a proceeding any line of business or with any Person in equity any geographical area or at Law)), and is covenants of any other Person not to compete with the Company or any of its Subsidiaries in full force and effect, except where the failure to be in full force and effect would not, individually any line of business or in the aggregate, reasonably be expected to be material any geographical area; (vii) Contracts relating to the Business or the Company. To the Knowledge of the Company, as of the date hereof, no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute any default or breach acquisition by the Company or any of its Subsidiaries of any operating business or the capital stock of any other party theretoPerson; (viii) Contracts relating to the incurrence, except assumption or guarantee of any Indebtedness or imposing a Lien on any of its assets; (ix) Contracts under which the Company or any of its Subsidiaries has made advances or loans to any other Person; (x) Contracts providing for such breachesseverance, defaultsretention, events change in control or conditions that would notother similar payments; (xi) Contracts for the employment of any individual on a full-time, individually part-time or consulting or other basis; (xii) Contracts for the provision of goods or services involving consideration in excess of $50,000 annually or $100,000 in the aggregateaggregate over the term of the Contract and not terminable by the Company or the applicable Subsidiary upon thirty (30) days’ notice or less; (xiii) outstanding agreements of guaranty, reasonably be expected to be surety or indemnification, direct or indirect, by the Company or any of its Subsidiaries; (xiv) Contracts (or group of related contracts) which involve the expenditure of more than $50,000 annually or $100,000 in the aggregate or require performance by any party more than one (1) year from the date hereof; (xv) Contracts involving any royalty payments on Intellectual Property; and (xvi) Contracts that are otherwise material to the Business or the Company. Complete Company and correct copies of each of the Material Contracts have heretofore been delivered to Purchaserits Subsidiaries. (c) There are no outstanding powers of attorney executed on behalf of the Company. (d) Schedule 4.11(d) sets forth (i) a list of each Seller’s 20 largest advertising customers with respect to the Business and (ii) all “major accounts” or “national accounts” of ▇▇▇▇.▇▇▇ as provided under the Legacy Affiliate Agreements, in each case as of the date hereof.

Material Contracts. (a) Schedule 4.11 lists all of the following Contracts to which the Company is a party as of the date hereof: Except for (i) any Contract related to Indebtedness; this Agreement and the Transaction Agreements, (ii) any joint venturethose agreements set forth in Schedule 3.18, partnership or other arrangement involving a sharing of profits involving the Company, other than the LLC Agreement; (iii) any Contract for the acquisition, sale or lease of properties or assets with a value in excess of $1 million other than sales of properties or inventories those agreements disclosed in the Ordinary Course of Business; (iv) any Contract (A) restricting any right of the Company to compete with any Person or in any line of business or geographic area or during any period of time or (B) restricting any right of the Company to sell to or purchase from any Person, or that grants the other Person “most favored nation” status or exclusivity, other than the Legacy Affiliate Agreements; (v) any Contract or group of related Contracts for capital expenditures in excess of $1 million for any single project or related series of projects; (vi) any Contract with any customer or advertiser under which the Company received revenues in excess of $1 million during the last year; (vii) any services Contract involving payments by the Company in excess of $1 million during the last year; (viii) any Contract which evidences a “trade” or “barter” transaction in which the Company would receive goods or services from the customer or vendor in exchange for furnishing goods or services after the date of this Agreement; (ix) any Contract providing for material indemnification rights or obligations to or from any Person (excluding indemnities contained in agreements for the purchase, sale or license of products or services entered into in the Ordinary Course of Business), other than the LLC Agreement; (x) other than the Legacy Affiliate Agreement and the LLC Agreement, any Contract with any Seller or any Affiliate of any Seller or any director or officer of the Company; (xi) all Legacy Affiliation Agreements (other than Legacy Affiliation Agreements between the Company and Purchaser or any of its Newspaper Affiliates) and similar affiliation Contracts for the sale of the Company’s products and services with any Person that is not an Affiliate of Purchaser or any Seller; (xii) any Contract with any Governmental Entity; (xiii) any Contract with employees of or consultants to the Company that involves a commitment for annual consideration with a value in excess of $250,000 that cannot be terminated by the Company without liability upon prior notice of 30 days or less; (xiv) any other Contract that involves annual commitments in excess of $1 million that cannot be terminated by the Company without penalty upon prior notice of 30 days or less. (b) As of the date hereof, each of the Leases and Contracts listed or required to be listed on Schedules 4.11, 4.12, 4.13(e)(1) or 4.13(e)(2) SEC Reports (collectively, the “Material Contracts”) constitutes a valid and binding obligation of the Company or (except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Law)), and is in full force and effect, except where the failure to be in full force and effect would not, iv) which individually or in the aggregate, reasonably be expected to be aggregate are not material to the Business Company’s or the Company. To the Knowledge any of the Companyits Subsidiaries’ businesses, as of the date hereofof this Agreement, no event has occurred and no condition neither the Company nor any of its Subsidiaries are a party to or state bound by: (a) any trust indenture, mortgage, promissory note, loan agreement or other contract for the borrowing of facts exists whichmoney, any currency exchange, commodities or other hedging arrangement (other than any such arrangement entered into for bona fide hedging purposes) or any leasing transaction of the type required to be capitalized in accordance with Statement of Financial Accounting Standards No. 13 of the passage Financing Accounting Standards Board; (b) any contract for capital expenditures in excess of time $50,000 in the aggregate; (c) any contract limiting the freedom of the Company to engage in any line of business, to acquire any material product or asset from any other Person outside the giving ordinary course of notice business, to sell any material product or bothasset outside the ordinary course of business to, would constitute perform any default material service outside the ordinary course of business, or breach by to compete with any other Person; (d) any contract pursuant to which the Company is a lessor of real property or of any machinery, equipment, motor vehicles, office furniture, fixtures or other personal tangible property involving in the case of any such personal property contract more than $50,000 over the life of the contract; (e) any material contract with any Person with whom the Company does not deal at arm’s length; (f) any contract which provides for the indemnification of any officer, director, employee or agent; (g) any guarantee of indebtedness of any other Person; (h) any contract with or commitment to any labor union; (i) any contract or commitment for or relating to the employment of any officer, employee or consultant of the Company or any other party theretotype of contract or understanding with any officer, except for such breaches, defaults, events employee or conditions consultant of the Company that would not, individually is not immediately terminable (or terminable within thirty (30) days or less in the aggregatecase of consultants) by the Company without cost or other liability; and (j) any joint venture or partnership contract or other agreement which has involved, or is reasonably be expected to be material to the Business involve, a sharing of profits, expenses or the Company. Complete and correct copies of each of the Material Contracts have heretofore been delivered to Purchaserlosses with any other party. (c) There are no outstanding powers of attorney executed on behalf of the Company. (d) Schedule 4.11(d) sets forth (i) a list of each Seller’s 20 largest advertising customers with respect to the Business and (ii) all “major accounts” or “national accounts” of ▇▇▇▇.▇▇▇ as provided under the Legacy Affiliate Agreements, in each case as of the date hereof.

Material Contracts. (a) Schedule 4.11 lists all As of the following Contracts to which date of this Agreement, neither the Company nor any of its Subsidiaries is a party as of the date hereofto or bound by: (i) any Contract related to Indebtednesslease (A) for real property or (B) for personal property, in the case of this clause (B), providing for annual rental payments in excess of $100,000; (ii) any joint venture, partnership Contract (A) resulting in aggregate payments by the Company and its Subsidiaries in excess of $500,000 in either calendar year 2013 or other arrangement involving a sharing 2014 or (B) under which the Company or any of profits involving its Subsidiaries is contractually obligated to make payments in excess of $1,000,000 in the Company, other than the LLC Agreementaggregate; (iii) any Contract for (A) resulting in aggregate payments to the acquisition, sale or lease of properties or assets with a value Company and its Subsidiaries in excess of $1 million other than sales 500,000 in either calendar year 2013 or 2014 or (B) under which the Company or any of properties or inventories its Subsidiaries is contractually entitled to receive payments in excess of $1,000,000 in the Ordinary Course of Businessaggregate; (iv) any Contract (A) restricting relating to the disposition of any right of the Company to compete with any Person or in any line of business or geographic area or during any period of time or (B) restricting any right of the Company to sell to or purchase from any Person, or that grants the other Person “most favored nation” status or exclusivity, material assets other than the Legacy Affiliate Agreementssale of products or services in the ordinary course of business consistent with past practice (whether by merger, sale of stock, sale of assets or otherwise) by the Company or any of its Subsidiaries; (v) any Contract relating to the acquisition of any business or group assets (whether by merger, sale of related Contracts for capital expenditures stock, sale of assets or otherwise), other than purchases of supplies, inventory and equipment in excess the ordinary course of $1 million for business consistent with past practice, (A) entered into since January 1, 2011 or (B) that contains any single project outstanding non-competition, earn-out or related series other contingent payment obligations or any other outstanding material obligation of projectsthe Company or any of its Subsidiaries; (vi) any Contract with relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any customer asset), any guarantees thereof or advertiser under which the granting of any Liens (other than Permitted Liens) over the property or assets of the Company received revenues in excess or any of $1 million during its Subsidiaries, other than Contracts solely among the last yearCompany and its wholly owned Subsidiaries; (vii) any services Contract involving payments by for the formation of (A) any legal partnership, joint venture or similar arrangement or (B) any other partnership, joint venture, strategic alliance or similar arrangement, in the case of clause (B), that if terminated or not renewed would reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, and in excess of $1 million during the last yeareach case any material Contracts related thereto; (viii) any Contract which evidences a “trade” stockholders’, investors rights’, registration rights or “barter” transaction in which the Company would receive goods similar agreement or services from the customer or vendor in exchange for furnishing goods or services after the date of this Agreementarrangement; (ix) any Contract providing pursuant to which the Company or any of its Subsidiaries grants or is granted any material license, right or immunity (including any covenant not to ▇▇▇) with respect to any Intellectual Property (other than licenses granted to the Company or any of its Subsidiaries for material indemnification rights commercial off-the-shelf software generally available on nondiscriminatory pricing terms and other immaterial non-exclusive licenses granted by or obligations to the Company or from any Person (excluding indemnities contained in agreements for the purchase, sale or license of products or services entered into its Subsidiaries in the Ordinary Course ordinary course of Businessbusiness consistent with past practice), other than the LLC Agreement; (x) other than the Legacy Affiliate Agreement and the LLC Agreement, any Contract with any Seller (A) present or former officer or director of the Company or any of its Subsidiaries under which the Company has any continuing obligations, (B) beneficial owner of 5% or more of the outstanding Shares or (C) Affiliate or “associate” or any member of the “immediate family” (as such terms are respectively defined in Rules 12b-2 and 16a-1 of the Exchange Act) of any Seller such officer, director, or any director or officer of the Companybeneficial owner; (xi) all Legacy Affiliation Agreements any Contract (other than Legacy Affiliation Agreements between A) with any sole-source suppliers (i.e., suppliers for which there is no readily available alternate supplier at comparable cost) of material tangible products or services (provided that, in the case of purchase orders for reagents in the ordinary course of business consistent with past practice, only the supplier need be scheduled on Section 5.21(a)(xi)(A) of the Company Disclosure Schedule) or (B) that includes any material “most favored nations” terms and Purchaser conditions (including, without limitation, with respect to pricing) or any of its Newspaper Affiliates) and similar affiliation Contracts for the sale of the Company’s products and services with any Person that is not an Affiliate of Purchaser or any Sellerminimum purchase arrangement; (xii) any Contract containing any provision or covenant that limits the freedom of the Company or any of its Subsidiaries (or that purports, after the Closing, to limit the freedom of the Investor or any of its Affiliates) to (A) sell any products or services of or to any other Person or in any geographic region, (B) engage in any line of business or (C) compete with or to obtain products or services from any Governmental EntityPerson or limiting the ability of any Person to provide products or services to the Company or any of its Affiliates, other than agreements with recruiting agencies pursuant to which such agencies are granted the exclusive right to identify candidates for employment; (xiii) any Contract with employees of or consultants pursuant to which the Company that involves a commitment for annual consideration with a value or any of its Subsidiaries has continuing obligations or interests involving (A) milestone or similar payments, including upon the achievement of regulatory or commercial milestones, in excess of $250,000 1,000,000 in the aggregate, or (B) payment of royalties or other amounts calculated based upon any revenues or income of the Company or any of its Subsidiaries, in each case that cannot be terminated by the Company or its Subsidiaries without liability upon prior notice of 30 days payment or lesspenalty without more than 60 days’ notice; (xiv) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) other than any Employee Plan; or (xv) any other Contract not made in the ordinary course of business that involves annual commitments in excess of $1 million that cannot be terminated by is material to the Company without penalty upon prior notice and the Subsidiaries, taken as a whole. All Contracts of 30 days or lessthe type described in this Section 5.21(a) are referred to herein as “Material Contracts” (which term, for the avoidance of doubt, includes any Contract that would be a Material Contract if it had been entered into as of the date hereof). (b) As of The Company has prior to the date hereofof this Agreement made available to the Investor a true and complete copy of each Material Contract entered into on or prior to the date hereof (including all amendments, each of the Leases modifications, extensions and Contracts listed renewals thereto and waivers thereunder). Except for breaches, violations or required defaults which would not reasonably be expected to be listed on Schedules 4.11, 4.12, 4.13(e)(1) or 4.13(e)(2) (collectively, the “Material Contracts”) constitutes a valid and binding obligation of the Company (except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Law)), and is in full force and effect, except where the failure to be in full force and effect would nothave, individually or in the aggregate, reasonably be expected to be material a Company Material Adverse Effect, (i) each Material Contract is valid, binding and in full force and effect and, to the Business Company’s knowledge, enforceable against the other party or parties thereto in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity), and neither the Company nor any of its Subsidiaries have waived or failed to enforce any rights or benefits under any Material Contract, and (ii) neither the Company nor any of its Subsidiaries, nor, to the Company. To the Knowledge of the Company’s knowledge, as of the date hereofany other party to a Material Contract, no event has occurred and no condition breached or state of facts exists violated any provision of, or taken or failed to take any act which, with the passage or without notice, lapse of time or the giving of notice time, or both, would constitute a default under the provisions of such Material Contract, or would give to any default Third Party any right of termination, amendment or breach by cancellation of any Material Contract or any license thereunder, and neither the Company nor any of its Subsidiaries has received written notice that it has breached, violated or defaulted under any other party thereto, except for such breaches, defaults, events or conditions that would not, individually or in the aggregate, reasonably be expected to be material to the Business or the Company. Complete and correct copies of each of the Material Contracts have heretofore been delivered to PurchaserContract. (c) There are no outstanding powers of attorney executed on behalf of the Company. (d) Schedule 4.11(d) sets forth The CDX Contract does not (i) a list of each Seller’s 20 largest advertising customers conflict with respect or otherwise limit any rights granted or contemplated to be granted to the Business and Investor or any of its Affiliates under any of the Collaboration Agreements, (ii) all “major accounts” impose or “national accounts” purport to impose any obligation or restriction on the Investor or any of ▇▇▇▇.▇▇▇ as provided under the Legacy Affiliate Agreements, in each case as its Affiliates (including any of the date hereofrestrictions described in clause (iv) of this Section 5.21(c)), (iii) encumber or purport to encumber any Intellectual Property of the Investor or any of its Affiliates, or (iv) except as set forth on Section 5.21(a)(xii) of the Company Disclosure Schedule, limit the freedom of the Company or any of its Subsidiaries to (A) sell any products or services of or to any other Person or in any geographic region, (B) engage in any line of business or (C) compete with or obtain products or services from any Person or limit the ability of any Person to provide products or services to the Company or any of its Affiliates.

Material Contracts. Except for this Agreement, the Company Ancillary Agreements and other contracts and agreements (ai) set forth on Schedule 4.11 lists all 3.20 of the following Contracts Company Disclosure Schedule or (ii) filed as exhibits to which the Company is a party SEC Documents (collectively, the “Material Contracts”) or (iii) which individually or in the aggregate are not material to Company’s or any of its Subsidiaries’ businesses, as of the date hereofof this Agreement, neither the Company nor any of its Subsidiaries are a party to or bound by: (ia) any Contract related trust indenture, mortgage, promissory note, loan agreement or other contract for the borrowing of money, any currency exchange, commodities or other hedging arrangement (other than any such arrangement entered into for bona fide hedging purposes) or any leasing transaction of the type required to Indebtednessbe capitalized in accordance with Statement of Financial Accounting Standards No. 13 of the Financing Accounting Standards Board; (iib) any joint venture, partnership or other arrangement involving a sharing of profits involving the Company, other than the LLC Agreement; (iii) any Contract for the acquisition, sale or lease of properties or assets with a value in excess of $1 million other than sales of properties or inventories in the Ordinary Course of Business; (iv) any Contract (A) restricting any right of the Company to compete with any Person or in any line of business or geographic area or during any period of time or (B) restricting any right of the Company to sell to or purchase from any Person, or that grants the other Person “most favored nation” status or exclusivity, other than the Legacy Affiliate Agreements; (v) any Contract or group of related Contracts contract for capital expenditures in excess of one hundred fifty thousand dollars ($1 million for any single project or related series of projects150,000) in the aggregate; (vic) any Contract contract limiting the freedom of Company to engage in any line of business, to acquire any material product or asset from any other Person outside the ordinary course of business, to sell any material product or asset outside the ordinary course of business to, or to perform any material service outside the ordinary course of business, or to compete with any customer or advertiser under which other Person (as that term is defined in the Company received revenues in excess of $1 million during the last yearExchange Act); (viid) any services Contract contract pursuant to which Company is a lessor of real property or of any machinery, equipment, motor vehicles, office furniture, fixtures or other personal tangible property involving payments by in the case of any such personal property contract more than one hundred thousand dollars ($100,000) over the life of the contract that expires or may be renewed at the option of any Person other than Company in excess of $1 million during the last year; so as to expire more than one (viii1) any Contract which evidences a “trade” or “barter” transaction in which the Company would receive goods or services from the customer or vendor in exchange for furnishing goods or services year after the date of this Agreement; (ixe) any Contract providing for material indemnification rights or obligations to or from contract with any Person (excluding indemnities contained in agreements for the purchase, sale or license of products or services entered into in the Ordinary Course of Business), other than the LLC Agreementwith whom Company does not deal at arm’s length; (xf) other than any contract which provides for the Legacy Affiliate Agreement and the LLC Agreement, any Contract with any Seller or any Affiliate indemnification of any Seller officer, director, employee or any director or officer of the Companyagent; (xig) all Legacy Affiliation Agreements (any guarantee of indebtedness of any other than Legacy Affiliation Agreements between the Company and Purchaser or any of its Newspaper Affiliates) and similar affiliation Contracts for the sale of the Company’s products and services with any Person that is not an Affiliate of Purchaser or any SellerPerson; (xiih) any Contract contract with or commitment to any Governmental Entitylabor union; (xiiii) any Contract with employees of contract or consultants commitment for or relating to the Company that involves a commitment for annual consideration with a value in excess employment of $250,000 that cannot be terminated by the Company without liability upon prior notice any officer, employee or consultant of 30 days or less; (xiv) any other Contract that involves annual commitments in excess of $1 million that cannot be terminated by the Company without penalty upon prior notice of 30 days or less. (b) As of the date hereof, each of the Leases and Contracts listed or required to be listed on Schedules 4.11, 4.12, 4.13(e)(1) or 4.13(e)(2) (collectively, the “Material Contracts”) constitutes a valid and binding obligation of the Company (except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Law)), and is in full force and effect, except where the failure to be in full force and effect would not, individually or in the aggregate, reasonably be expected to be material to the Business or the Company. To the Knowledge of the Company, as of the date hereof, no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute any default or breach by the Company or any other party theretotype of contract or understanding with any officer, except for such breaches, defaults, events employee or conditions consultant of the Company that would not, individually is not immediately terminable (or terminable within thirty (30) days or less in the aggregatecase of consultants) by Company without cost or other liability; (j) any joint venture or partnership contract or other agreement which has involved, or is reasonably be expected to be material to the Business involve, a sharing of profits, expenses or the Company. Complete and correct copies of each of the Material Contracts have heretofore been delivered to Purchaser.losses with any other party; and (ck) There are no outstanding powers any Company IP Rights Agreement other than object code licenses of attorney executed on behalf commercial off-the-shelf computer software under shrink-wrap or other non-negotiated agreements having a cost of the Companyless than five hundred dollars ($500) per seat or other generally available commercial licenses providing for license fees in an amount less than ten thousand dollars ($10,000). (d) Schedule 4.11(d) sets forth (i) a list of each Seller’s 20 largest advertising customers with respect to the Business and (ii) all “major accounts” or “national accounts” of ▇▇▇▇.▇▇▇ as provided under the Legacy Affiliate Agreements, in each case as of the date hereof.

Material Contracts. (a) Schedule 4.11 lists all Section ‎3.16(a) of the following Contracts to which the Company is Disclosure Schedule sets forth a party true and complete list, as of the date hereof:, of each of the following Contracts (excluding any Company Benefit Plans) (other than with respect to Section ‎3.16(a)(vi)) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their material assets or businesses are bound (and any amendments thereto) (the “Company Material Contracts”): (i) any Contract related to Indebtednessthat is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Exchange Act); (ii) any joint ventureContract relating to indebtedness for borrowed money (or guarantee thereof), partnership or other arrangement involving a sharing in excess of profits involving the Company$5,000,000, other than Contracts solely among the LLC AgreementCompany and its Subsidiaries; (iii) any Contract for that relates to the purchase, acquisition, sale sale, transfer or lease disposition of properties a business or assets with a value by the Company or any of its Subsidiaries pursuant to which the Company or any of its Subsidiaries has any continuing “earnout” or other contingent or deferred payment obligations in excess of $1 million other than sales of properties or inventories 5,000,000 in the Ordinary Course of Businessaggregate, for each such purchase, acquisition, sale, transfer or disposition; (iv) any Contract (A) restricting any right that by its terms prevents or materially restricts the payment of dividends or other distributions by the Company to compete with any Person or in any line of business or geographic area or during any period of time or (B) restricting any right of the Company to sell to or purchase from any Person, or that grants the other Person “most favored nation” status or exclusivity, other than the Legacy Affiliate AgreementsCompany; (v) any Contract or group of related Contracts for capital expenditures in excess of $1 million for any single project material joint venture, partnership or related series similar arrangement, or any Contract involving a sharing of projectsmaterial revenues, profits, losses, costs, or liabilities by the Company with any other Person or any of its Subsidiaries (other than Contracts solely among the Company and its Subsidiaries); (vi) any Contract collective bargaining agreement or other agreement or arrangement with any customer or advertiser under which the Company received revenues in excess of $1 million during the last year;Union; and (vii) any services Contract involving payments by the Company in excess of $1 million during the last year; (viii) any Contract which evidences a “trade” or “barter” transaction in pursuant to which the Company would receive goods or services from the customer or vendor in exchange for furnishing goods or services after the date of this Agreement; (ix) any Contract providing for material indemnification rights or obligations to or from any Person (excluding indemnities contained in agreements for the purchase, sale or license of products or services entered into in the Ordinary Course of Business), other than the LLC Agreement; (x) other than the Legacy Affiliate Agreement and the LLC Agreement, any Contract with any Seller or any Affiliate of any Seller or any director or officer of the Company; (xi) all Legacy Affiliation Agreements (other than Legacy Affiliation Agreements between the Company and Purchaser or any of its Newspaper AffiliatesSubsidiaries grants or is granted a license or other right (including a covenant not to sue or assert) and similar affiliation to any material Intellectual Property (other than Contracts for the sale (A) in which grants of the Company’s products and services with any Person that is not an Affiliate of Purchaser or any Seller; (xii) any Contract with any Governmental Entity; (xiii) any Contract with employees of or consultants Intellectual Property are incidental to the Company that involves a commitment for annual consideration with a value primary purpose of such Contracts, (B) granting non-exclusive licenses or rights to customers in excess the ordinary course of $250,000 that cannot be terminated by the Company without liability upon prior notice of 30 days business, (C) non-disclosure agreements, or less; (xivD) any other Contract that involves annual commitments in excess of $1 million that cannot be terminated by the Company without penalty upon prior notice of 30 days granting rights to use commercially available, off-the-shelf, non-customized software pursuant to shrink wrap, click through or lesssimilar nonexclusive, royalty-free licenses on standard non-discriminatory terms). (b) As The Company has heretofore made available to Parent true, correct and complete copies of the date hereof, each of the Leases and Company Material Contracts listed or required not filed as exhibits to be listed on Schedules 4.11, 4.12, 4.13(e)(1) or 4.13(e)(2) (collectively, the “Material Contracts”) constitutes a valid and binding obligation of the Company SEC Documents. (except c) Except as may has not had and would not reasonably be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Law)), and is in full force and effect, except where the failure expected to be in full force and effect would nothave, individually or in the aggregate, reasonably a Company Material Adverse Effect, all Company Material Contracts are valid, binding and in full force and effect and are enforceable by the Company or its applicable Subsidiary in accordance with their terms, except as limited by Laws affecting the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be expected brought. Neither the Company nor any of its Subsidiaries has Knowledge of, or has received written notice of, any breach or default under (with or without notice or lapse of time, or both) any Company Material Contract and, to be material to the Business or the Company. To the Knowledge of the Company, as of the date hereof, no event has occurred and no condition other party to any Company Material Contract is (with or state of facts exists which, with the passage of time or the giving of without notice or lapse of time, or both, would constitute any ) in breach or default or breach by the Company or any other party theretothereunder, except for such breaches, defaults, events or conditions that as has not had and would notnot reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to be material have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has Knowledge of, or has received written notice of, any actual, alleged, possible or potential violation of, or failure to comply with, any term or requirement of any Company Material Contract, or any intention of any party to cancel, terminate, materially change the Business scope of rights under or the Company. Complete and correct copies of each of the fail to renew any Company Material Contracts have heretofore been delivered to PurchaserContract. (c) There are no outstanding powers of attorney executed on behalf of the Company. (d) Schedule 4.11(d) sets forth (i) a list of each Seller’s 20 largest advertising customers with respect to the Business and (ii) all “major accounts” or “national accounts” of ▇▇▇▇.▇▇▇ as provided under the Legacy Affiliate Agreements, in each case as of the date hereof.

Material Contracts. (a) Schedule 4.11 lists all Except for this Agreement and except for any Company Real Property Leases, Company Employee Benefit Plans and insurance policies or contracts pursuant to which any Group Company ceded or assumed insurance or reinsurance, as of the following Contracts to which the Original Agreement Date, no Group Company is a party as of the date hereofto or bound by any: (i) any Contract related to Indebtednessagreements with Governmental Entities; (ii) agreements that limit or purport to limit the ability of any joint venture, partnership or other arrangement involving a sharing of profits involving the Company, other than the LLC Agreement; (iii) any Contract for the acquisition, sale or lease of properties or assets with a value in excess of $1 million other than sales of properties or inventories in the Ordinary Course of Business; (iv) any Contract (A) restricting any right of the Group Company to compete with any Person or in any line of business or with any other Person or in any geographic area or during any period of time time; (iii) joint venture, partnership, strategic alliance and business acquisition or divestiture agreements; (Biv) restricting agreements to which an Affiliate of any right of the Group Company to sell to or purchase from any Person, or that grants the other Person “most favored nation” status or exclusivity, is a party (other than the Legacy Affiliate Agreementsagreements solely among one Group Company and one or more other Group Companies); (v) agreements relating to issuances of securities of any Contract or group of related Contracts for capital expenditures in excess of $1 million for any single project or related series of projectsGroup Company; (vi) any Contract with any customer agreements or advertiser under which the Company received revenues in excess indentures relating to Indebtedness or undrawn letters of $1 million during the last yearcredit; (vii) leases or agreements under which any services Contract involving Group Company is the lessee of or holds or operates any tangible property, owned by any other Person, except for any lease or agreement under which the aggregate annual rental payments by the Company in excess of do not exceed $1 million during the last year500,000; (viii) leases or agreements under which any Contract which evidences a “trade” Group Company is the lessor of or “barter” transaction in permits any third party to hold or operate any tangible property, owned or controlled by the Company, except for any lease or agreement under which the Company would receive goods or services from the customer or vendor in exchange for furnishing goods or services after the date of this Agreementaggregate annual rental payments do not exceed $500,000; (ix) contracts that relates to any Contract providing for material indemnification rights disposition or obligations acquisition of assets or properties by any Group Company, or any merger, amalgamation or business combination with respect to or from any Person (excluding indemnities contained in agreements for the purchase, sale or license of products or services entered into in the Ordinary Course of Business), other than the LLC AgreementGroup Company; (x) material agreements containing most favored nations or most favored customer provisions or non-competition or non-solicitation covenants (other than the Legacy Affiliate Agreement employee non-competition and the LLC Agreement, any Contract with any Seller or any Affiliate of any Seller or any director or officer of the Companynon-solicitation covenants); (xi) all Legacy Affiliation Agreements contracts that provide for the guarantee of any liability of any Person (other than Legacy Affiliation Agreements between the Company and Purchaser or any of its Newspaper Affiliates) and similar affiliation Contracts for the sale of the a Group Company’s products and services with any Person that is not an Affiliate of Purchaser or any Seller); (xii) any Contract with any Governmental Entityother contracts that involves the expenditure, payment or receipt of more than $500,000 in the aggregate and is not terminable by the Company without penalty on notice of 90 days or less; (xiii) any Contract with employees of material capital maintenance or consultants similar agreements pursuant to the which any Group Company that involves a commitment for annual consideration with a value in excess of $250,000 that cannot be terminated by the has agreed to contribute capital or surplus to any other Group Company without liability upon prior notice of 30 days or less;to any third party under specified circumstances and/or maintain such Group Company or third party’s capital or surplus at specified levels; and (xiv) contracts that grant binding authority to any other Contract that involves annual commitments in excess insurance agent of $1 million that cannot be terminated by a Group Company (collectively, with subsections (i) through (xiii), and together with Company Real Property Leases, Company Employee Benefit Plans, Group Company IP Agreements, Company Reinsurance Agreements and Company Agent Contracts, the “Company without penalty upon prior notice of 30 days or lessMaterial Contracts”). (b) As The Company has provided to Parent correct and complete copies of the date hereof, each of the Leases and Contracts listed or required to be listed on Schedules 4.11, 4.12, 4.13(e)(1) or 4.13(e)(2) (collectively, the “all Company Material Contracts”) constitutes a , including any amendments thereto. Each Company Material Contract is valid and binding obligation on the applicable Group Company, in full force and effect and enforceable in accordance with its terms against such Group Company and, to the knowledge of the Company Company, each other party thereto (except as may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar other Laws affecting generally the enforcement of creditors’ rights generally and by subject to general principles of equity equity). During the past two (regardless 2) years, no Group Company has received written notice of whether considered in a proceeding in equity any event or at Law))condition that constitutes, and is in full force and effector, after notice or lapse of time or both, will constitute, any default under or any cancellation of any Company Material Contract, except where the failure to be in full force and effect for defaults that have not been or reasonably would not, individually or in the aggregate, reasonably not be expected to be material to the Business or the Companyany Group Company party to such Company Material Contract. To the Knowledge knowledge of the Company, as of the date hereofthere are no events or conditions which constitute, no event has occurred and no condition or, after notice or state of facts exists which, with the passage lapse of time or the giving of notice or both, would constitute will constitute, a default on the part of any default party under any Company Material Contract or breach by result in the termination of, or cause or permit the acceleration or other modification of any right or obligation or the loss of any benefit thereunder, and no Group Company or, to the knowledge of the Company, any third party has violated any provision of, or failed to perform any other party theretoobligation required under the provisions of any Company Material Contract, except for such breaches, defaults, events violations or conditions failures that have not been or reasonably would not, individually or in the aggregate, reasonably not be expected to be material to any Group Company party to such Company Material Contract. No Group Company that is party to any Company Material Contract and, to the Business or the Company. Complete and correct copies of each of the Material Contracts have heretofore been delivered to Purchaser. (c) There are no outstanding powers of attorney executed on behalf knowledge of the Company. (d) Schedule 4.11(d) sets forth (i) , no counterparty under any Company Material Contract is insolvent or the subject of a list rehabilitation, liquidation, conservatorship, receivership, bankruptcy or similar proceeding. Neither the execution of each Seller’s 20 largest advertising customers with respect to this Agreement nor the Business and (ii) all “major accounts” or “national accounts” of ▇▇▇▇.▇▇▇ as provided under the Legacy Affiliate Agreements, in each case as consummation of the date hereoftransactions contemplated hereunder shall constitute a default under, give rise to cancellation rights under, or otherwise adversely affect any of the material rights of any Group Company under any Company Material Contract.

Material Contracts. Except for this Agreement, the agreements listed in Schedule 2.24 and the agreements listed as Exhibits hereto (athe “Ancillary Agreements”) Schedule 4.11 lists all and other contracts and agreements which individually or in the aggregate are not material to Company’s or any of the following Contracts to which the Company is a party its subsidiaries’ businesses, as of the date hereofof this Agreement, Company is not a party to or bound by: (ia) any Contract related to Indebtednessdistributor, sales, agency or manufacturer’s representative, consulting, joint venture, or partnership contract or joint R&D or technology sharing arrangements; (iia) any joint venture, partnership or other arrangement involving a sharing of profits involving the Company, continuing contracts (other than the LLC Agreement; (iiipurchase orders) any Contract for the acquisitionpurchase of materials, sale supplies, equipment or lease services involving in the case of properties or assets with a value any such contract under which aggregate payments in excess of $1 million 50,000 were made during the year ended December 31, 2004 that expires or may be renewed at the option of any Person (other than sales of properties or inventories in the Ordinary Course of Business; Company) so as to expire more than one (iv1) any Contract (A) restricting any right of the Company to compete with any Person or in any line of business or geographic area or during any period of time or (B) restricting any right of the Company to sell to or purchase from any Person, or that grants the other Person “most favored nation” status or exclusivity, other than the Legacy Affiliate Agreements; (v) any Contract or group of related Contracts for capital expenditures in excess of $1 million for any single project or related series of projects; (vi) any Contract with any customer or advertiser under which the Company received revenues in excess of $1 million during the last year; (vii) any services Contract involving payments by the Company in excess of $1 million during the last year; (viii) any Contract which evidences a “trade” or “barter” transaction in which the Company would receive goods or services from the customer or vendor in exchange for furnishing goods or services year after the date of this Agreement; (ixb) any Contract providing trust indenture, mortgage, promissory note, loan agreement or other contract for the borrowing of money, any currency exchange, commodities or other hedging arrangement (other than any such arrangement entered into for bona fide hedging purposes) or any leasing transaction of the type required to be capitalized in accordance with GAAP; (c) any contract for capital expenditures in excess of $50,000 in the aggregate; (d) any contract limiting the freedom of Company to engage in any line of business, to acquire any material indemnification rights product or obligations to or asset from any other Person outside the ordinary course of business, to sell any material product or asset outside the ordinary course of business to, or to perform any material service outside the ordinary course of business for, any Person, or to compete with any other Person (excluding indemnities contained in agreements for the purchase, sale or license of products or services entered into as that term is defined in the Ordinary Course Exchange Act); (e) any contract pursuant to which Company is a lessor of Business)real property or of any machinery, equipment, motor vehicles, office furniture, fixtures or other personal property involving in the case of any such personal property contact more than $50,000 over the life of the contract that expires or may be renewed at the option of any Person other than Company so as to expire more than one (1) year after the LLC date of this Agreement; (xf) other than the Legacy Affiliate Agreement and the LLC Agreement, any Contract material contract with any Seller or any Affiliate of any Seller or any director or officer of the CompanyPerson with whom Company does not deal at arm’s length; (xig) all Legacy Affiliation Agreements (other than Legacy Affiliation Agreements between the Company and Purchaser or any of its Newspaper Affiliates) and similar affiliation Contracts contract which provides for the sale indemnification of the Company’s products and services with any Person that is not an Affiliate of Purchaser officer, director, employee or any Seller;agent; or (xiih) any Contract with any Governmental Entity; (xiii) any Contract with employees guarantee of or consultants to the Company that involves a commitment for annual consideration with a value in excess indebtedness of $250,000 that cannot be terminated by the Company without liability upon prior notice of 30 days or less; (xiv) any other Contract that involves annual commitments in excess of $1 million that cannot be terminated by the Company without penalty upon prior notice of 30 days or lessPerson. (b) As of the date hereof, each of the Leases and Contracts listed or required to be listed on Schedules 4.11, 4.12, 4.13(e)(1) or 4.13(e)(2) (collectively, the “Material Contracts”) constitutes a valid and binding obligation of the Company (except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Law)), and is in full force and effect, except where the failure to be in full force and effect would not, individually or in the aggregate, reasonably be expected to be material to the Business or the Company. To the Knowledge of the Company, as of the date hereof, no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute any default or breach by the Company or any other party thereto, except for such breaches, defaults, events or conditions that would not, individually or in the aggregate, reasonably be expected to be material to the Business or the Company. Complete and correct copies of each of the Material Contracts have heretofore been delivered to Purchaser. (c) There are no outstanding powers of attorney executed on behalf of the Company. (d) Schedule 4.11(d) sets forth (i) a list of each Seller’s 20 largest advertising customers with respect to the Business and (ii) all “major accounts” or “national accounts” of ▇▇▇▇.▇▇▇ as provided under the Legacy Affiliate Agreements, in each case as of the date hereof.

Material Contracts. (a) Schedule 4.11 lists all Section 3.4(a) of the Seller Disclosure Schedules contains a true, correct and complete list of the following Contracts to which the Company is a party as of the date hereof:Companies (the “Material Contracts”): (i) any Contract related to Indebtednessagreement for the purchase of materials, supplies, goods, services, equipment or other assets providing for aggregate annual payments by the Companies of $100,000 or more; (ii) any joint venturesales, partnership distribution or other arrangement involving a sharing similar agreement providing for the sale by the Companies of profits involving materials, supplies, goods, services, equipment or other assets that provides for aggregate annual payments to or by the CompanyCompanies of $100,000 or more, other than the LLC Agreementand any Government Contract; (iii) any Contract for the acquisitionpartnership, sale joint venture or lease of properties other similar agreement or assets with a value in excess of $1 million other than sales of properties or inventories in the Ordinary Course of Businessarrangement; (iv) any Contract agreement relating to the acquisition or disposition of any business (A) restricting any right whether by merger, sale of the Company to compete with any Person stock, sale of assets or in any line of business or geographic area or during any period of time or (B) restricting any right of the Company to sell to or purchase from any Person, or that grants the other Person “most favored nation” status or exclusivity, other than the Legacy Affiliate Agreementsotherwise); (v) any Contract or group of related Contracts for capital expenditures in excess of $1 million for any single project or related series of projectsagreement relating to Indebtedness; (vi) any Contract with any customer or advertiser under which the Company received revenues in excess of $1 million during the last yearReal Property Lease; (vii) any services Contract involving payments by the Company in excess with an Affiliate of $1 million during the last yeara Company; (viii) any employment, deferred compensation, severance, bonus or retirement Contract which evidences a “trade” or “barter” transaction in under which the Company would receive goods or services from the customer or vendor in exchange for furnishing goods or services after Companies have any continuing obligations as of the date of this AgreementAgreement that requires aggregate annual payments by the Companies in excess of $50,000 in any 12-month period (other than at-will employment offer letters with no severance obligations); (ix) any material license or similar Contract providing for material indemnification rights or obligations to or from any Person (excluding indemnities contained in agreements for the purchase, sale or license of products or services entered into in the Ordinary Course of Business), other than the LLC Agreement; (x) other than the Legacy Affiliate Agreement and the LLC Agreement, any Contract with any Seller or any Affiliate of any Seller or any director or officer of the Company; (xi) all Legacy Affiliation Agreements (other than Legacy Affiliation Agreements between the Company and Purchaser or any of its Newspaper Affiliates) and similar affiliation Contracts for the sale of the Company’s products and services with any Person that is not an Affiliate of Purchaser or any Seller; (xii) any Contract with any Governmental Entity; (xiii) any Contract with employees of or consultants to the Company that involves a commitment for annual consideration with a value in excess of $250,000 that cannot be terminated by the Company without liability upon prior notice of 30 days or less; (xiv) any other Contract that involves annual commitments in excess of $1 million that cannot be terminated by the Company without penalty upon prior notice of 30 days or less. (b) As of the date hereof, each of the Leases and Contracts listed or required to be listed on Schedules 4.11, 4.12, 4.13(e)(1Schedule 3.15(b) or 4.13(e)(2Schedule 3.15(c) of the Seller Disclosure Schedules; (collectivelyx) any Contract with any labor organization; and (xi) any agreement that limits the freedom of the Companies to compete in any line of business or with any Person or in any area or which would so limit the freedom of the Companies to compete in any line of business or with any Person after the Closing Date. (b) With respect to each Material Contract, (i) such Material Contract is in full force and effect as of the “Material Contracts”) date hereof and constitutes a legal, valid and binding obligation agreement of one of the Company Companies, and, to the Knowledge of the Seller, the other parties thereto, subject to the effect, if any, of (except as may be limited by applicable A) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar Laws laws relating to or affecting creditors’ the rights generally and by or remedies of creditors or (B) general principles of equity (equity, regardless of whether considered asserted in a proceeding in equity or at Lawlaw (including the possible unavailability of specific performance or injunctive relief)), ; and is in full force and effect, except where the failure (ii) to be in full force and effect would not, individually or in the aggregate, reasonably be expected to be material to the Business or the Company. To the Knowledge of the CompanySeller, as (1) no party to such Material Contract is in material breach or material default of the date hereof, such Material Contract and (2) no event has occurred and no condition that with notice or state of facts exists which, with the passage lapse of time or the giving of notice or both, both would constitute any a material breach or material default or breach thereunder by the Company Companies, or would permit the modification or premature termination of such Material Contract by any other party thereto, except for such breaches, defaults, events or conditions that would not, individually or in the aggregate, reasonably be expected to be material . The Seller has made available to the Business or the Company. Complete Purchaser true and correct complete copies of each of the Material Contracts have heretofore been delivered to PurchaserContract. (c) There are no outstanding powers of attorney executed on behalf of the Company. (d) Schedule 4.11(d) sets forth (i) a list of each Seller’s 20 largest advertising customers with respect to the Business and (ii) all “major accounts” or “national accounts” of ▇▇▇▇.▇▇▇ as provided under the Legacy Affiliate Agreements, in each case as of the date hereof.

Material Contracts. (a) Section 4.18(a) of the Company Disclosure Schedule 4.11 lists all sets forth a true and complete list, as of the date of this Agreement, of the following Contracts to which the Company or any of its Subsidiaries is a party as or by which the Company or any of the date hereofits Subsidiaries is bound: (i) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) or any Contract related that is of the type that would be required to Indebtednessbe disclosed under Item 404(a) of Regulation S-K promulgated under the Exchange Act; (ii) any joint venture, partnership Contract that (A) imposes any restriction on the right or other arrangement involving a sharing ability of profits involving the Company, other than the LLC Agreement; (iii) any Contract for the acquisition, sale of its Subsidiaries or lease any Affiliate of properties or assets with a value in excess any of $1 million other than sales of properties or inventories in the Ordinary Course of Business; (iv) any Contract (A) restricting any right of the Company them to compete with any Person or other person in any line of business or geographic area region (or during that following the Effective Time will restrict the ability of Parent or its Affiliates to engage in any period line of time business or compete in any geographic area) or (B) restricting any right of obligates the Company or its Subsidiaries (or following the Effective Time, Parent or its Subsidiaries) to sell to conduct business with any third party on a preferential or purchase from any Person, exclusive basis or that grants the other Person which contains “most favored nation” status rights or exclusivitysimilar rights; (iii) any collective bargaining agreement, labor union contract or trade union agreement (each, a “Collective Bargaining Agreement”) or other than works council agreement; (iv) any agreement relating to Indebtedness of the Legacy Affiliate AgreementsCompany or any of its Subsidiaries having an outstanding principal amount in excess of $10,000,000; (v) any Contract that provides for the acquisition or group disposition of related Contracts for any assets (other than obligations set forth in the capital expenditures expenditure budget set forth on Section 6.1(h) of the Company Disclosure Schedule and acquisitions or dispositions of inventory in excess the ordinary course of $1 million for business) or business (whether by merger, sale of stock, sale of assets or otherwise) and that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) outstanding as of the date of this Agreement that are material to the Company or any single project or related series of projectsits Subsidiaries; (vi) any joint venture, partnership, limited liability company or strategic alliance agreement or other similar Contract with any customer or advertiser under which the Company received revenues in excess of $1 million during the last yeara third party; (vii) any services Contract involving payments by that obligates the Company in excess or any of $1 million during the last yearits Subsidiaries to make any loans, advances or capital contributions to, or investments in, any person; (viii) any Contract which evidences a “trade” or “barter” transaction in which (A) granting the Company would receive goods or services from the customer one of its Subsidiaries any right to use any material Intellectual Property (other than licenses in respect of commercially available software) or vendor (B) permitting any third person to use, enforce or register any material Intellectual Property, including any material license agreements (other than customary non-exclusive licensing provisions included in exchange for furnishing goods or services after the date of this Agreementcustomer, supplier, and co-packing agreements), coexistence agreements and covenants not to ▇▇▇; (ix) any Contract providing for material indemnification rights or obligations that is expected to or from any Person (excluding indemnities contained in agreements for the purchase, sale or license of products or services entered into result in the Ordinary Course payment or receipt of Business), other more than $30,000,000 by the LLC AgreementCompany and its Subsidiaries in 2016; (x) other than the Legacy Affiliate Agreement and the LLC Agreement, any Contract with any Seller or any Affiliate relating to the supply of any Seller item used by the Company or any director or officer a Subsidiary of the Company;Company that is a sole source of supply of any raw material, component or service that is material to the Company and its Subsidiaries, taken as a whole; and (xi) all Legacy Affiliation Agreements (other than Legacy Affiliation Agreements between the Company and Purchaser or any of its Newspaper Affiliates) and similar affiliation Contracts for the sale of the Company’s products and services with any Person that is not an Affiliate of Purchaser or any Seller; (xii) any Contract with any Governmental Entity; Top Supplier or Top Customer, other than, in the case of each Top Supplier and each Top Customers identified in Section 4.18(a)(xi)(A) of the Company Disclosure Schedule, Contracts that, in the aggregate, do not represent purchases or sales, respectively, constituting a majority of purchases from such Top Supplier or sales to such Top Customer. All contracts of the types referred to in clauses (xiiii) any Contract with employees of or consultants through (xi) above, are referred to herein as “Company Material Contracts.” The Company has made available to Parent prior to the date of this Agreement a complete and correct copy of each Company that involves a commitment for annual consideration with a value Material Contract as in excess effect on the date of $250,000 that cannot be terminated by the Company without liability upon prior notice of 30 days or less; (xiv) any other Contract that involves annual commitments in excess of $1 million that cannot be terminated by the Company without penalty upon prior notice of 30 days or lessthis Agreement. (b) As Neither the Company nor any Subsidiary of the date hereofCompany is in breach of or default under the terms of any Company Material Contract and, each to the knowledge of the Leases Company, no other party to any Company Material Contract is in breach of or default under the terms of any Company Material Contract, in any material respect. No event has occurred or not occurred through the Company’s or any of its Subsidiaries’ action or inaction or, to the knowledge of the Company, through the action or inaction of any third party, that with notice or the lapse of time or both would constitute a breach of or default under the terms of any Company Material Contract, in each case except as has not had and Contracts listed would not reasonably be expected to have, individually or required to be listed on Schedules 4.11in the aggregate, 4.12, 4.13(e)(1) or 4.13(e)(2) (collectively, the “a Company Material Contracts”) constitutes Adverse Effect. Each Company Material Contract is a valid and binding obligation of the Company (except as may be limited by applicable bankruptcyor the Subsidiary of the Company that is party thereto and, insolvencyto the knowledge of the Company, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Law))each other party thereto, and is in full force and effect. There are no disputes pending or, to the knowledge of the Company, threatened with respect to any Company Material Contract, and neither the Company nor any of its Subsidiaries has received any written notice of the intention of any other party to any Company Material Contract to terminate for default, convenience or otherwise any Company Material Contract, nor to the knowledge of the Company, is any such party threatening to do so, in each case except where the failure as has not had and would not reasonably be expected to be in full force and effect would nothave, individually or in the aggregate, reasonably be expected a Company Material Adverse Effect. (c) Since January 1, 2016 to be material to the Business or the Company. To the Knowledge of the Company, as of the date hereof, no event Top Supplier or Top Customer has occurred and no condition canceled, terminated or state of facts exists which, substantially curtailed its relationship with the passage of time or the giving of notice or both, would constitute any default or breach by the Company or any other party thereto, except for such breaches, defaults, events or conditions that would not, individually or in the aggregate, reasonably be expected to be material to the Business or the Company. Complete and correct copies of each of the Material Contracts have heretofore been delivered to Purchaser. (c) There are no outstanding powers of attorney executed on behalf Subsidiary of the Company. (d) Schedule 4.11(d) sets forth (i) a list of each Seller’s 20 largest advertising customers with respect , given notice to the Business and (ii) all “major accounts” Company or “national accounts” of ▇▇▇▇.▇▇▇ as provided under the Legacy Affiliate Agreements, in each case as any Subsidiary of the date hereofCompany of any intention to cancel, terminate or substantially curtail its relationship with the Company or any Subsidiary of the Company, or, to the knowledge of the Company, threatened to do any of the foregoing.

Material Contracts. (a) Schedule 4.11 lists all All Contracts required to be filed as exhibits to the Company SEC Documents have been so filed in a timely manner. Except as set forth in Section 3.17(a) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries is a party to, or bound by, any of the following Contracts to which the (each, a “Company is a party as of the date hereof:Material Contract”): (i) any Contract related to Indebtednessthat is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Exchange Act); (ii) any Contract relating to indebtedness for money borrowed or guaranteed indebtedness for money borrowed of any Person (other than the Company and its Subsidiaries) in excess of Two Million Dollars ($2,000,000); (iii) any Contract that (A) restricts it from participating or competing in any line of business, market or geographic area or (B) grants any exclusive rights to any Person; (iv) any joint venture, partnership or limited liability company agreements or other arrangement involving a sharing similar agreements or arrangements relating to the formation, creation, operation, management or control of profits involving the Companyany joint venture, partnership or limited liability company, other than the LLC Agreement; (iii) any Contract for the acquisition, sale such agreements or lease of properties arrangements solely between or assets with a value in excess of $1 million other than sales of properties or inventories in the Ordinary Course of Business; (iv) any Contract (A) restricting any right of among the Company to compete with any Person or in any line of business or geographic area or during any period of time or (B) restricting any right of the Company to sell to or purchase from any Person, or that grants the other Person “most favored nation” status or exclusivity, other than the Legacy Affiliate Agreementsand/or its wholly owned Subsidiaries; (v) any collective bargaining agreement or other Contract to or with any labor union or other employee representative of a group of related Contracts for capital expenditures in excess of $1 million for any single project or related series of projectsemployees; (vi) any Contract with any customer employment, retention, severance, change in control or advertiser under which the Company received revenues in excess of $1 million during the last yearconsulting agreement; (vii) any services Contract involving payments Contract, including any employment, retention, severance, change in control or consulting agreement, and stock option plan, stock incentive plan, stock appreciation rights plan, or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the Company occurrence of any of the transactions contemplated by this Agreement (either alone or in excess combination with any subsequent event or events) or the value of $1 million during any of the last yearbenefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (viii) any Contract which evidences a “trade” or “barter” transaction in which between the Company would receive goods and any of its Affiliates, other than any such Contract solely between or services from among the customer or vendor in exchange for furnishing goods or services after the date of this AgreementCompany and/or its wholly owned Subsidiaries; (ix) any Contract providing for material indemnification rights or obligations to or from any Person (excluding indemnities contained in agreements for the purchase, sale or license of products or services entered into in the Ordinary Course of Business), Material IP Contracts and other than the LLC AgreementMajor Properties Contracts; (x) any Contract relating to the disposition or acquisition by the Company or any of its Subsidiaries of assets or properties in excess of Two Million Dollars ($2,000,000), other than the Legacy Affiliate Agreement and the LLC Agreement, any Contract with any Seller or any Affiliate of any Seller or any director or officer of the CompanyMaterial IP Contracts; (xi) all Legacy Affiliation Agreements (other than Legacy Affiliation Agreements between any Contract the termination of which would reasonably be expected to have a Company and Purchaser or any of its Newspaper Affiliates) and similar affiliation Contracts for the sale of the Company’s products and services with any Person that is not an Affiliate of Purchaser or any Seller;Material Adverse Effect; or (xii) any other Contract with any Governmental Entity; (xiii) any Contract with employees of or consultants to the Company that involves a commitment for annual consideration with a value contains outstanding obligations in excess of Two Million Dollars ($250,000 2,000,000) or that cannot be terminated by is otherwise material to the condition (financial or otherwise), business, properties, assets or results of operations of the Company without liability upon prior notice of 30 days or less; (xiv) any other Contract that involves annual commitments in excess of $1 million that cannot be terminated by the Company without penalty upon prior notice of 30 days or lessand its Subsidiaries taken as a whole. (b) As of the date hereofof this Agreement, the Company has made available to Parent true, correct and complete copies of all Company Material Contracts. (c) Except as set forth or described on Section 3.17(c) of the Company Disclosure Letter, (i) neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any other party to a Company Material Contract, is in material breach or violation of, or in material default under, any Company Material Contract, (ii) with respect to either the Company or any of its Subsidiaries or, to the Knowledge of the Company, any other party to a Company Material Contract, no event has occurred or circumstance exists which would result in a material breach or violation of, or a material default under, any Company Material Contract (in each case, with or without notice or lapse of time or both) and (iii) each Company Material Contract is valid and binding on each of the Leases Company and Contracts listed or required its Subsidiaries, as applicable, and, to be listed on Schedules 4.11, 4.12, 4.13(e)(1) or 4.13(e)(2) (collectively, the “Material Contracts”) constitutes a valid and binding obligation Knowledge of the Company (except as may be limited by Company, each other party thereto and enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, rehabilitation, liquidation, preferential transfer, moratorium or and similar Laws now or hereafter affecting creditors’ rights generally and by subject, as to enforceability, to general principles of equity (regardless of whether considered enforcement is sought in a proceeding in at equity or at Law)law), and is in full force and effecteffect with respect to each of the Company and its Subsidiaries, except where the failure as applicable and, to be in full force and effect would not, individually or in the aggregate, reasonably be expected to be material to the Business or the Company. To the Knowledge of the Company, as of the date hereof, no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute any default or breach by the Company or any each other party thereto. In the ordinary course of business, except the Company and its Subsidiaries do not enter into Contracts providing for such breaches, defaults, events most favored customer pricing or conditions that would not, individually or in the aggregate, reasonably be expected similar terms to be material to the Business or the Company. Complete and correct copies of each of the Material Contracts have heretofore been delivered to Purchaserthird parties. (c) There are no outstanding powers of attorney executed on behalf of the Company. (d) Schedule 4.11(d) sets forth (i) a list of each Seller’s 20 largest advertising customers with respect to the Business and (ii) all “major accounts” or “national accounts” of ▇▇▇▇.▇▇▇ as provided under the Legacy Affiliate Agreements, in each case as of the date hereof.

Material Contracts. (a) Schedule 4.11 lists all For purposes of this Agreement, “Company Material Contract” shall mean any of the following Contracts to which the Company or any of its Subsidiaries is a party as of the date hereof: or by which it or its assets are bound: (i) any Contract related agreement relating to Indebtedness; indebtedness for borrowed money in excess of $500,000, (ii) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) with respect to the Company and its Subsidiaries; (iii) any agreement providing for the indemnification or any guarantee by the Company or a Subsidiary of the Company of any person, except an agreement entered into in the ordinary course of business, (iv) any joint venture, partnership or other arrangement involving a sharing of profits involving the Companysimilar document or agreement, other than the LLC Agreement; (iiiv) any Contract for agreement that limits or purports to limit the acquisitionability of the Company or any of its Subsidiaries to own, sale operate, sell, transfer, license, pledge or lease otherwise dispose of properties or any assets with a having an aggregate value in excess of $1 million other than sales of properties or inventories in the Ordinary Course of Business; 2.5 million, (ivvi) any Contract (Alisted in Section 2.2(b) restricting any right of the Company to compete Disclosure Letter, (vii) any employment, contractor or consulting Contract with any Person executive officer or in any line of business or geographic area or during any period of time or (B) restricting any right other employee of the Company and its Subsidiaries earning an annual salary in excess of $200,000 (and, with respect to sell the Company’s and its Subsidiaries’ Indian operations, any employment, contractor or consulting Contract with any executive officer or other employee earning an annual salary in excess of $50,000) or member of the Company’s Board of Directors, other than those that are terminable by the Company or any of its Subsidiaries on no more than 30 days notice without liability or financial obligation to the Company or purchase from any Person, or that grants the other Person of its Subsidiaries; (viii) any material lease of real property; (ix)any Contract with any Key Company Client containing “most favored nation” status provisions, (x) agreements, contracts or exclusivityletter of intent regarding proposed or any pending acquisition of a Person or business, (xi) Contracts under which the Company or any of its Subsidiaries has loaned or advanced any material amounts to any Person (other than advances to Employees in the Legacy Affiliate Agreements; ordinary course of business), (vxii) any Contract or group of related Contracts for capital expenditures contracts under which the Company is obligated to pay an amount in excess of $1 2.5 million for any single project or related series of projects; (vi) any Contract with any customer or advertiser under which the Company received revenues in excess of $1 million during the last year; (vii) any services Contract involving payments by the Company in excess of $1 million during the last year; (viii) any Contract which evidences a “trade” or “barter” transaction in which the Company would receive goods or services from the customer or vendor in exchange for furnishing goods or services after the date of this Agreement; (ix) any Contract providing for material indemnification rights or obligations to or from any Person (excluding indemnities contained in agreements for the purchaseannually, sale or license of products or services entered into in the Ordinary Course of Business), other than the LLC Agreement; (x) other than the Legacy Affiliate Agreement and the LLC Agreement, any Contract with any Seller or any Affiliate of any Seller or any director or officer of the Company; (xi) all Legacy Affiliation Agreements (other than Legacy Affiliation Agreements between the Company and Purchaser or any of its Newspaper Affiliates) and similar affiliation Contracts for the sale of the Company’s products and services with any Person that is not an Affiliate of Purchaser or any Seller; (xii) any Contract with any Governmental Entity; (xiii) any Contract with employees Contract, or group of or consultants to the Company that involves a commitment for annual consideration Contracts with a value in excess Person (or group of $250,000 that cannot be terminated by the Company without liability upon prior notice of 30 days or less; (xiv) any other Contract that involves annual commitments in excess of $1 million that cannot be terminated by the Company without penalty upon prior notice of 30 days or less. (b) As of the date hereof, each of the Leases and Contracts listed or required to be listed on Schedules 4.11, 4.12, 4.13(e)(1) or 4.13(e)(2) (collectivelyaffiliated Persons), the “Material Contracts”) constitutes a valid and binding obligation termination or breach of the Company (except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Law)), and is in full force and effect, except where the failure to be in full force and effect would not, individually or in the aggregate, which could reasonably be expected to be have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole; and any contract or other agreement not made in the ordinary course of business which is material to the Business Company and its Subsidiaries, taken as a whole, or which would prohibit or delay the Company. To the Knowledge consummation of the Company, as Merger or any of the date hereof, no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute any default or breach transactions contemplated by the Company or any other party thereto, except for such breaches, defaults, events or conditions that would not, individually or in the aggregate, reasonably be expected to be material to the Business or the Company. Complete and correct copies of each of the Material Contracts have heretofore been delivered to Purchaserthis Agreement. (c) There are no outstanding powers of attorney executed on behalf of the Company. (d) Schedule 4.11(d) sets forth (i) a list of each Seller’s 20 largest advertising customers with respect to the Business and (ii) all “major accounts” or “national accounts” of ▇▇▇▇.▇▇▇ as provided under the Legacy Affiliate Agreements, in each case as of the date hereof.

Material Contracts. (a) Schedule 4.11 lists all Part 2.9(a) of the following Contracts to which the Company is a party Disclosure Schedule identifies, as of the date hereofof this Agreement, each of the following Company Contracts: (i) any Contract related Contract: (A) pursuant to Indebtednesswhich any of the Acquired Companies is or may become obligated to make or provide any severance, termination, change in control or similar payment or benefit to any Company Associate; or (B) pursuant to which any of the Acquired Companies is or may become obligated to make any bonus (paid in cash or stock) or similar payment (other than payments constituting base salary and commissions and payments made in the ordinary course of business) in excess of $100,000 to any Company Associate; (ii) any joint ventureContract, partnership including any stock option plan, stock appreciation right plan or other arrangement involving stock purchase plan, any of the benefits of which will be triggered or increased, or the vesting of any of the benefits of which will be accelerated, by the consummation of any of the Contemplated Transactions or the value of any of the benefits of which will be calculated on the basis of any of the Contemplated Transactions (either alone or in connection with a sharing previous or subsequent termination of profits involving the Company, other than the LLC Agreementemployment or service in combination therewith); (iii) any Contract for the acquisitioncollective bargaining, sale union or lease of properties or assets with a value in excess of $1 million other than sales of properties or inventories in the Ordinary Course of Businessworks council agreement; (iv) any Contract (A) restricting relating to the acquisition, development, sale or disposition of any right business unit, product line or material Company IP, except for assignments of Intellectual Property and Intellectual Property Rights to the Company to compete with any Person Acquired Companies from their employees or in any line of business or geographic area or during any period of time or (B) restricting any right of contractors on standard forms used by the Company to sell to or purchase from any Person, or that grants the other Person “most favored nation” status or exclusivity, other than the Legacy Affiliate AgreementsAcquired Companies; (v) any Contract or group that provides for indemnification of related Contracts for capital expenditures in excess of $1 million for any single project or related series of projectsCompany Associate; (vi) any Contract with (excluding Leases): (A) involving a material joint venture, strategic alliance, partnership or sharing of profits or revenue or similar agreement; or (B) for any customer or advertiser under which the Company received revenues capital expenditure in excess of $1 million during the last year1,000,000; (vii) any services Contract involving payments relating to the acquisition, transfer, development (including joint development) or joint ownership of any material Intellectual Property or Intellectual Property Rights, except for assignments of Intellectual Property and Intellectual Property Rights to the Acquired Companies from their employees or contractors on standard forms used by the Company in excess of $1 million during the last yearAcquired Companies; (viii) any Contract (excluding Leases): (A) relating to the disposition or acquisition by any Acquired Company of any assets (other than dispositions of inventory in the ordinary course of business consistent with past practice) or any business (whether by merger, sale or purchase of assets, sale or purchase of stock or equity ownership interests or otherwise) for consideration in excess of $5,000,000; or (B) pursuant to which evidences any Acquired Company will acquire any interest, or will make an investment, in any other Person, other than another Acquired Company; (ix) any Contract imposing any restriction in any material respect on the right or ability of any Acquired Company: (A) to engage in any line of business or compete with, or provide any service to, any other Person or in any geographic area; (B) to acquire any material product or other asset or any service from any other Person, sell any product or other asset to or perform any service for any other Person, or transact business or deal in any other manner with any other Person; or (C) to develop, sell, supply, license, distribute, offer, support or service any product or any Intellectual Property or other asset to or for any other Person; (x) any Contract that: (A) grants exclusive rights to license, market, sell or deliver any product or service of any Acquired Company; (B) contains any “most favored nation” or similar provision in favor of the counterparty; (C) contains a right of first refusal, first offer or first negotiation or any similar right with respect to a material asset owned by an Acquired Company; or (D) provides for a “tradesole source” or similar relationship or contains any provision that requires the purchase of all or a material portion of an Acquired Company’s requirements from any third party; (xi) each Contract that provides to another Person the right to purchase, license or otherwise acquire an unlimited quantity of or unlimited usage of Company Products (based on any Acquired Company’s ordinary pricing metrics for such Company Products) for a fixed aggregate price or at no additional charge (including through “enterprise wide,” “unlimited use” or “barterall you can eat” transaction provisions); (xii) any mortgage, indenture, guarantee, loan, credit agreement, security agreement or other Contract relating to the borrowing of money or extension of credit, in each case, in excess of $5,000,000, other than: (A) accounts receivable and accounts payable; (B) loans to or guarantees of obligations of direct or indirect wholly owned Subsidiaries of the Company, in each case, arising or provided in the ordinary course of business consistent with past practice; and (C) extensions of credit to customers in the ordinary course of business; (xiii) any Contract: (A) that creates any obligation under any interest rate, currency or commodity derivative or hedging transaction; or (B) pursuant to which any Acquired Company creates or grants a material Encumbrance on any of its properties or other assets; (xiv) any Contract with a Major Customer or a Major Supplier; (xv) any Contract (excluding Leases) that contemplates or involves the payment or delivery of cash or other consideration by or to any Acquired Company in an amount or having a value in excess of $1,000,000 in the aggregate, or contemplates or involves the performance of services by or for any Acquired Company having a value in excess of $1,000,000 in the aggregate, other than a purchase order for the sale or purchase of products or services in the ordinary course of business under which the Acquired Companies have made or received payments of less than $1,000,000 in aggregate; (xvi) any settlement, conciliation or similar Contract: (A) that materially restricts or imposes any material obligation on any Acquired Company or materially disrupts the business of any of the Acquired Companies as currently conducted; or (B) that would receive goods or services from require any of the customer or vendor Acquired Companies to pay consideration valued at more than $500,000 in exchange for furnishing goods or services the aggregate after the date of this Agreement; (ixxvii) any material Government Contract; and (xviii) any Contract providing for material indemnification rights (other than a Contract evidencing any Company Equity Award on the form or obligations forms used by the Company in the ordinary course of business and Made Available to or from any Person Parent): (excluding indemnities contained in agreements for A) relating to the purchaseacquisition, issuance, voting, registration, sale or license transfer of products any security; (B) providing any Person with any preemptive right, right of participation, right of maintenance or services entered into in any similar right with respect to any security; or (C) providing any of the Ordinary Course Acquired Companies with any right of Business)first refusal or similar right with respect to, other than the LLC Agreement; (x) other than the Legacy Affiliate Agreement and the LLC or right to repurchase or redeem, any security. For purposes of this Agreement, any Contract with any Seller or any Affiliate of any Seller or any director or officer Company Contracts of the Company; (xitype required to be set forth in Part 2.9(a) all Legacy Affiliation Agreements (other than Legacy Affiliation Agreements between of the Company and Purchaser or any Disclosure Schedule, each “material contract” (as such term is defined in Item 601(b)(10) of its Newspaper AffiliatesRegulation S-K under the Exchange Act) and similar affiliation Contracts for the sale each Lease shall be deemed to constitute a “Material Contract.” The Company has Made Available to Parent an accurate and complete copy of the Company’s products and services with any Person that is not an Affiliate of Purchaser or any Seller; (xii) any Contract with any Governmental Entity; (xiii) any Contract with employees of or consultants to the Company that involves a commitment for annual consideration with a value in excess of $250,000 that cannot be terminated by the Company without liability upon prior notice of 30 days or less; (xiv) any other Contract that involves annual commitments in excess of $1 million that cannot be terminated by the Company without penalty upon prior notice of 30 days or lesseach Material Contract. (b) As of the date hereof, each of the Leases and Contracts listed or required to be listed on Schedules 4.11, 4.12, 4.13(e)(1) or 4.13(e)(2) (collectively, the “Each Material Contracts”) constitutes a Contract is valid and binding obligation of the Company (except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Law)), and is in full force and effect, except where the failure to be and is enforceable in full force and effect would notaccordance with its terms, individually or in the aggregate, reasonably be expected to be material subject to the Business or Enforceability Exceptions. None of the Acquired Companies, and, to the Knowledge of the Company, no other Person, has materially violated or breached, or committed any material default under, any Material Contract. To the Knowledge of the Company, as of the date hereof, no event has occurred occurred, and no circumstance or condition exists, that (with or state of facts exists which, with the passage of time or the giving of without notice or both, would constitute any default or breach by the Company or any other party thereto, except for such breaches, defaults, events or conditions that would not, individually or in the aggregate, lapse of time) could reasonably be expected to: (i) result in a material violation or breach of any of the provisions of any Material Contract; (ii) give any Person the right to be declare a material default or exercise any remedy under any Material Contract; (iii) give any Person the right to accelerate the maturity or performance of any Material Contract; or (iv) give any Person the right to cancel, terminate or modify any Material Contract. Between January 1, 2019 and the date of this Agreement, none of the Acquired Companies has received any written notice or, to the Business or the Company. Complete and correct copies of each of the Material Contracts have heretofore been delivered to Purchaser. (c) There are no outstanding powers of attorney executed on behalf Knowledge of the Company, other communication regarding any actual or possible violation or breach of, or default under, any Material Contract. (d) Schedule 4.11(d) sets forth (i) a list of each Seller’s 20 largest advertising customers with respect to the Business and (ii) all “major accounts” or “national accounts” of ▇▇▇▇.▇▇▇ as provided under the Legacy Affiliate Agreements, in each case as of the date hereof.

Material Contracts. (a) Schedule 4.11 lists all Except for this Agreement, the Company Plans or documents filed as an exhibit (or incorporated by reference) to the Company’s Annual Report on Form 10-K with the SEC, or as set forth in Part 2.11(a) of the following Contracts to which the Company is a party Disclosure Schedule, as of the date hereof: of this Agreement, neither the Company nor any Company Subsidiary is a party to or bound by any Contract (i) any Contract related to Indebtedness; constituting a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) under which expected receipts or expenditures exceeds $250,000 in the current or any joint venturefuture calendar year; (iii) evidencing indebtedness for borrowed or loaned money of $250,000 or more, including guarantees of such indebtedness by the Company or any Company Subsidiary, other than those guarantees by the Company of real property leases of certain Company Subsidiaries as identified in Part 2.11(a) of the Disclosure Schedule; (iv) creating or relating to any partnership or other arrangement involving a joint venture or any sharing of profits involving or losses by the Company, other than Company or any Company Subsidiary with any third party; (v) containing covenants binding upon the LLC Agreement; (iii) Company or any Contract for of its Affiliates that materially restricts the acquisition, sale or lease of properties or assets with a value in excess of $1 million other than sales of properties or inventories in the Ordinary Course of Business; (iv) any Contract (A) restricting any right ability of the Company or any of its Affiliates (or which, following the consummation of the Merger could materially restrict the ability of the Surviving Corporation or its Affiliates) to compete in any business that is material to the Company and its Affiliates, taken as a whole, as of the date of this Agreement, or that restricts the ability of the Company or any of its Affiliates (or which, following the consummation of the Merger, would restrict the ability of the Surviving Corporation or its Affiliates) to compete with any Person or in any line of business or geographic area or during any period of time or (B) restricting any right of the Company to sell to or purchase from any Person, or that grants the other Person “most favored nation” status or exclusivity, other than the Legacy Affiliate Agreements; (v) any Contract or group of related Contracts for capital expenditures in excess of $1 million for any single project or related series of projects; area; (vi) relating to the lease or license of any Contract with any customer material asset, including material Intellectual Property or advertiser under which the Company received revenues in excess of $1 million during the last year; Trademarks; (vii) any services Contract involving payments by constituting a franchise agreement entered into between a franchisee and the Company in excess and one or more of $1 million during the last year; its Subsidiaries; or (viii) any Contract under which evidences expected receipts or expenditures exceed $200,000 and that has a “trade” or “barter” transaction in term of more than one year which the Company would receive goods or services from the customer or vendor in exchange for furnishing goods or services after the date of this Agreement; (ix) any Contract providing for material indemnification rights or obligations to or from any Person (excluding indemnities contained in agreements for the purchase, sale or license of products or services entered into in the Ordinary Course of Business), other than the LLC Agreement; (x) other than the Legacy Affiliate Agreement and the LLC Agreement, any Contract with any Seller or any Affiliate of any Seller or any director or officer of the Company; (xi) all Legacy Affiliation Agreements (other than Legacy Affiliation Agreements between the Company and Purchaser or any of its Newspaper Affiliates) and similar affiliation Contracts for the sale of the Company’s products and services with any Person that is not an Affiliate of Purchaser or any Seller; (xii) any Contract with any Governmental Entity; (xiii) any Contract with employees of or consultants to the Company that involves a commitment for annual consideration with a value in excess of $250,000 that cannot be terminated by the Company without liability upon prior on written notice of 30 sixty (60) days or less; less without payment of penalty or premium (xiv) any other Contract that involves annual commitments all contracts of the type described in excess of $1 million that cannot be terminated by this Section 2.11(a), the “Company without penalty upon prior notice of 30 days or lessMaterial Contracts”). (b) As Neither the Company nor any Company Subsidiary is in material breach of or default under the terms of any Company Material Contract. To the Knowledge of the date hereofCompany, each no other party to any Company Material Contract is in breach of or default under the Leases and Contracts listed terms of any Company Material Contract where such breach or required to be listed on Schedules 4.11default would have, 4.12individually or in the aggregate, 4.13(e)(1) or 4.13(e)(2) (collectively, the “a Material Contracts”) constitutes Adverse Effect. Each Company Material Contract is a valid and binding obligation of the Company (except as may be limited by applicable bankruptcyor the Company Subsidiary which is party thereto and, insolvencyto the Knowledge of the Company, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Law))each other party thereto, and is in full force and effect, except where the failure to be in full force and effect would not, individually or in the aggregate, reasonably be expected to be material to the Business or the Company. To the Knowledge of the Company, as of the date hereof, no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute any default or breach by the Company or any other party thereto, except for such breaches, defaults, events or conditions that would not, individually or in the aggregate, reasonably be expected to be material to the Business or the Company. Complete and correct copies of each of the Material Contracts have heretofore been delivered to Purchaser. (c) There are no outstanding powers of attorney executed on behalf of the Company. (d) Schedule 4.11(d) sets forth (i) a list of each Seller’s 20 largest advertising customers with respect such enforcement may be subject to the Business applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect, relating to creditors’ rights generally and (ii) all “major accounts” or “national accounts” equitable remedies of ▇▇▇▇.▇▇▇ as provided under specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the Legacy Affiliate Agreements, in each case as discretion of the date hereofcourt before which any proceeding therefor may be brought.

Material Contracts. Except for the material contracts (the standard of "material" is defined with reference to Regulation S-K as promulgated under the Securities Act of 1933, as amended (the "Securities Act")) described in Schedule 2.26 (collectively, the "Material Contracts") Target is not a party to or bound by any material contract, including without limitation: (a) Schedule 4.11 lists all any distributor, sales, advertising, agency or manufacturer's representative contract involving more than $150,000 over the life of the following Contracts to which the Company is a party as of the date hereof: (i) any Contract related to Indebtednesscontract; (iib) any joint venturecontinuing contract for the purchase of materials, partnership supplies, equipment or other arrangement services involving a sharing in the case of profits involving any such contact more than $150,000 over the Company, other than life of the LLC Agreementcontract; (iiic) any Contract trust indenture, mortgage, promissory note, loan agreement or other contract for the acquisitionborrowing of money, sale any currency exchange, commodities or lease other hedging arrangement or any leasing transaction of properties or assets the type required to be capitalized in accordance with a value in excess of $1 million other than sales of properties or inventories in the Ordinary Course of BusinessGAAP; (ivd) any Contract (A) restricting any right of the Company to compete with any Person or in any line of business or geographic area or during any period of time or (B) restricting any right of the Company to sell to or purchase from any Person, or that grants the other Person “most favored nation” status or exclusivity, other than the Legacy Affiliate Agreements; (v) any Contract or group of related Contracts contract for capital expenditures in excess of $1 million for any single project 100,000 individually or related series of projects$500,000 in the aggregate; (vie) any Contract contract prohibiting Target from engaging in any line of business or competing with any customer or advertiser under which other Person as that term is defined in the Company received revenues in excess of $1 million during the last yearExchange Act (as defined herein); (viif) any services Contract involving payments by the Company in excess of $1 million during the last yearcontract pursuant to which Target leases any real property; (viiig) any Contract which evidences a “trade” contract with any affiliate other than with employees of Target or “barter” transaction in which the Company would receive goods or services from the customer or vendor in exchange for furnishing goods or services after the date of this AgreementPrincipal Stockholder disclosed elsewhere herein; (ixh) any Contract providing for material indemnification rights agreement of guarantee, support, indemnification, assumption or obligations to endorsement of, or from any Person similar commitment with respect to, the obligations, liabilities (excluding indemnities contained in agreements for the purchasewhether accrued, sale absolute, contingent or license otherwise) or indebtedness of products or services entered into in the Ordinary Course of Business)any other Person, other than director and officer indemnification agreements and indemnification agreements contained in standard customer agreements entered into the LLC Agreementordinary course of business and those where the obligations are less than $100,000 individually or $500,000 in the aggregate; (xi) any license, sublicense or other than the Legacy Affiliate Agreement and the LLC Agreement, any Contract with any Seller agreement to which Target is a party (or by which it or any Affiliate of Target Intellectual Property is bound or subject) and pursuant to which any Seller person has been or may be assigned, authorized to use, or given access to any director or officer of the CompanyTarget Intellectual Property; (xij) all Legacy Affiliation Agreements any license, sublicense or other agreement pursuant to which Target has been or may be assigned or authorized to use (A) any third party Intellectual Property or (B) any Target Intellectual Property (in both cases, other than Legacy Affiliation Agreements between off the Company and Purchaser or any of shelf software products used in its Newspaper Affiliates) and similar affiliation Contracts for the sale of the Company’s products and services with any Person that is not an Affiliate of Purchaser or any Sellerbusiness under various "shrink wrap" licenses); (xiik) any Contract with any Governmental Entity; (xiii) any Contract with employees of agreement pursuant to which Target has deposited or consultants to the Company that involves a commitment for annual consideration with a value in excess of $250,000 that cannot be terminated by the Company without liability upon prior notice of 30 days or less; (xiv) any other Contract that involves annual commitments in excess of $1 million that cannot be terminated by the Company without penalty upon prior notice of 30 days or less. (b) As of the date hereof, each of the Leases and Contracts listed or is required to be listed on Schedules 4.11, 4.12, 4.13(e)(1) or 4.13(e)(2) (collectively, the “Material Contracts”) constitutes a valid and binding obligation of the Company (except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Law)), and is in full force and effect, except where the failure to be in full force and effect would not, individually or in the aggregate, reasonably be expected to be material to the Business or the Company. To the Knowledge of the Company, as of the date hereof, no event has occurred and no condition or state of facts exists which, deposit with the passage of time or the giving of notice or both, would constitute any default or breach by the Company an escrow holder or any other party theretoperson or entity, except for such breaches, defaults, events all or conditions that would not, individually or in the aggregate, reasonably be expected to be material to the Business or the Company. Complete and correct copies of each part of the Material Contracts have heretofore been delivered source code (or any algorithm or documentation contained in or relating to Purchaser.any source code) of any Target Intellectual Property ("Source Materials"); and (cl) There are no outstanding powers of attorney executed on behalf of the Company. (d) Schedule 4.11(d) sets forth (i) a list of each Seller’s 20 largest advertising customers any agreement to indemnify, hold harmless or defend any other person with respect to any assertion of personal injury, damage to property or Intellectual Property infringement, misappropriation or violation or warranting the Business and (ii) all “major accounts” or “national accounts” lack thereof, other than indemnification provisions contained in customary purchase orders/purchase agreements/product licenses/professional licenses arising in the ordinary course of ▇▇▇▇business.▇▇▇ as provided under the Legacy Affiliate Agreements, in each case as of the date hereof.

Material Contracts. (a) Schedule 4.11 lists all Section 3.15(a) of the Company Disclosure Letter sets forth a correct and complete list of each of the following Contracts related to the Business to which the Company Seller or any of its Subsidiaries is a party or by which Seller or any of its Subsidiaries or any of the Program Assets is bound as of the date hereof:Execution Date (each, a “Material Contract”): (i) each Contract pursuant to which Seller or any Contract related of its Subsidiaries currently leases or subleases real property to Indebtednessor from any Person; (ii) any joint venture, partnership each Contract (or other arrangement involving group of related Contracts with respect to a sharing single transaction or series of profits involving the Companyrelated transactions) that involves future payments, other than residual Liability, performance or services or delivery of goods or materials to or by Seller or any of its Subsidiaries of any amount or value reasonably expected to exceed [**] in any future 12-month period or [**] over the LLC Agreementlife of the Contract; (iii) each Contract pursuant to which Seller or any Contract for the acquisition, sale of its Subsidiaries has received grant funding or lease of properties or assets with a value any other revenues in excess of $1 million other than sales of properties or inventories in the Ordinary Course of Business[**]; (iv) each Contract pursuant to which Seller or any of its Subsidiaries could be required to pay any royalties, earn-out payments or other deferred or contingent consideration to any Person; (v) each Contract with any academic institution or research center (Aor any Person working for or on behalf of any of the foregoing); (vi) each Contract that contains a covenant restricting any research, development, product design, manufacturing, supply, production, distribution, marketing, sale or commercialization of any Program Assets; (vii) each Contract relating to the conduct of research and development activities or clinical trials with respect to any Program Assets, or otherwise involving the development of any material Intellectual Property Rights related to the Business on behalf or at the request of Seller or any of its Subsidiaries; (viii) each Contract pursuant to which Seller or any of its Subsidiaries is a party, or is otherwise bound, and the ultimate contracting counterparty of which is a Governmental Entity (including any subcontract with a prime contractor or other subcontractor that is a party to any such contract); (ix) each Contract pursuant to which Seller or any of its Subsidiaries grants or receives a license or other right under any Intellectual Property Rights that are material to the Business, other than non-exclusive licenses to commercially available Software granted to Seller or any of its Subsidiaries; (x) each Contract concerning the Company establishment or operation of a partnership, strategic alliance, collaboration relationship, joint venture, limited liability company or similar agreement or arrangement; (xi) each Contract entered into at any time within the three-year period prior to the Execution Date pursuant to which Seller or any of its Subsidiaries acquired another operating business and each other Contract entered into at any time prior to the Execution Date pursuant to which Seller or any of its Subsidiaries acquired another operating business; (xii) each Contract that limits or purports to limit, directly or indirectly, the freedom of Seller or any of its Subsidiaries (or, after the Closing, Buyer or any of its Affiliates) to compete with any Person or in any line of business or with any Person or engage in any line of business within any geographic area area, or during restricts, directly or indirectly, Seller’s or any period of time its Subsidiaries’ (or, after the Closing, Buyer’s or (Bany of its Affiliates’) restricting ability to solicit or hire any right of the Company to sell to Person or purchase solicit business from any Person, and each Contract that could require the disposition of any material assets or that grants line of business of Seller or its Subsidiaries (or, after the other Person Closing, Buyer or any of its Subsidiaries); (xiii) each Contract obligating Seller or any of its Subsidiaries to purchase or otherwise obtain any product or service exclusively from a single third party or granting any third party the exclusive right to develop, market, sell or distribute Seller’s or any of its Subsidiaries’ products or services; (xiv) each Contract containing a “most favored nation” status or exclusivity, other than the Legacy Affiliate Agreements; (v) any Contract or group of related Contracts for capital expenditures similar provision in excess of $1 million for any single project or related series of projects; (vi) any Contract with any customer or advertiser under which the Company received revenues in excess of $1 million during the last year; (vii) any services Contract involving payments by the Company in excess of $1 million during the last year; (viii) any Contract which evidences a “trade” or “barter” transaction in which the Company would receive goods or services from the customer or vendor in exchange for furnishing goods or services after the date of this Agreement; (ix) any Contract providing for material indemnification rights or obligations to or from any Person (excluding indemnities contained in agreements for the purchase, sale or license of products or services entered into in the Ordinary Course of Business), other than the LLC Agreement; (x) other than the Legacy Affiliate Agreement and the LLC Agreement, any Contract with any Seller or any Affiliate favor of any counterparty of Seller or any director or officer of the Company; (xi) all Legacy Affiliation Agreements (other than Legacy Affiliation Agreements between the Company and Purchaser or any of its Newspaper Affiliates) and similar affiliation Contracts for the sale of the CompanySubsidiaries or a limitation on Seller’s products and services with any Person that is not an Affiliate of Purchaser or any Sellerof its Subsidiaries’ ability to increase prices; (xiixv) each Contract creating Indebtedness or guaranteeing any such obligations; (xvi) each Contract creating or granting a Lien on any Program Assets, other than purchase money security interests in connection with the acquisition of equipment in the ordinary course of business consistent with past practice; (xvii) each Contract containing covenants requiring capital expenditures; (xviii) each Contract related to any settlement of any Action; (xix) each Contract that was not negotiated and entered into on an arm’s-length basis; (xx) each Contract that would reasonably be expected to prevent, materially delay or materially impair the consummation of the Transactions; and (xxi) each collective bargaining agreement or Contract with any Governmental Entity; (xiii) any Contract with employees union, staff association, works council or other agency or representative body certified or otherwise recognized for the purposes of or consultants to the Company that involves a commitment for annual consideration with a value in excess of $250,000 that cannot be terminated by the Company without liability upon prior notice of 30 days or less; (xiv) any other Contract that involves annual commitments in excess of $1 million that cannot be terminated by the Company without penalty upon prior notice of 30 days or lessbargaining collectively. (b) As Seller has previously delivered to, or made available to, Buyer current and complete copies of each written Material Contract and a detailed written description of each oral Material Contract, in each case, including all amendments and waivers thereto. Each Material Contract is valid, binding and enforceable against Seller or its Subsidiaries, as the date hereofcase may be, and, to the Knowledge of Seller, each of the Leases and Contracts listed or required to be listed on Schedules 4.11, 4.12, 4.13(e)(1) or 4.13(e)(2) (collectively, the “Material Contracts”) constitutes a valid and binding obligation of the Company (except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Law))other party thereto, and is in full force and effect, except where . Other than any consent or waiver that may be required in connection with the failure to be in full force and effect would not, individually or in the aggregate, reasonably be expected to be material to the Business or the Company. To the Knowledge consummation of the CompanyTransactions, as there is no breach or violation of, or default under, any such Material Contract by Seller or any of the date hereof, its Subsidiaries and no event has occurred and no condition or state of facts exists whichthat, with the passage lapse of time or the giving of notice or both, would constitute any a default or breach thereunder by the Company Seller or any other party theretoof its Subsidiaries or would permit or cause the termination, except for such breachesnon-renewal or modification thereof or acceleration or creation of any right or obligation thereunder. To the Knowledge of Seller, defaults, events no counterparty to any Material Contract is in breach or conditions that would not, individually or in the aggregate, reasonably be expected to be material to the Business or the Company. Complete and correct copies of each of the Material Contracts have heretofore been delivered to Purchaserviolation thereof. (c) There are no outstanding powers of attorney executed on behalf of the Company. (d) Schedule 4.11(d) sets forth (i) a list of each Seller’s 20 largest advertising customers with respect to the Business and (ii) all “major accounts” or “national accounts” of ▇▇▇▇.▇▇▇ as provided under the Legacy Affiliate Agreements, in each case as of the date hereof.

Material Contracts. (a) Schedule 4.11 5.13 lists all of the following Contracts written contracts and other written agreements to which the Company is a party as (collectively, the “Material Contracts”): (a) any agreement with the ten largest suppliers and the ten largest customers of the date hereof: Company (i) any Contract related by dollar amount), each on a consolidated basis for the fiscal year ended December 31, 2010 and setting forth the approximate dollar amount and the approximate percentage of consolidated gross purchases or consolidated gross sales, as applicable, attributable to Indebtednesssuch supplier or customer, as applicable; (iib) any joint venture, partnership or other arrangement involving a sharing of profits involving the Company, other than the LLC Agreement; agreement (iii) any Contract for the acquisition, sale or lease of properties or assets with a value in excess of $1 million other than sales of properties or inventories in the Ordinary Course of Business; (iv) any Contract (A) restricting any right of the Company to compete with any Person or in any line of business or geographic area or during any period of time or (B) restricting any right of the Company to sell to or purchase from any Person, or that grants the other Person “most favored nation” status or exclusivity, other than the Legacy Affiliate Agreements; (v) any Contract or group of related Contracts agreements) for capital expenditures in excess the lease of $1 million for any single project or related series of projects; (vi) any Contract with any customer or advertiser under which the Company received revenues in excess of $1 million during the last year; (vii) any services Contract involving payments by the Company in excess of $1 million during the last year; (viii) any Contract which evidences a “trade” or “barter” transaction in which the Company would receive goods or services from the customer or vendor in exchange for furnishing goods or services after the date of this Agreement; (ix) any Contract providing for material indemnification rights or obligations personal property to or from any Person providing for lease payments in excess of $100,000 per annum; (excluding indemnities contained in agreements c) except for the purchase, sale or license of products or services any agreement entered into in the Ordinary Course of Business), any agreement (or group of related agreements) for the purchase or sale of supplies, products or other than personal property, or for the LLC Agreementfurnishing or receipt of services; (xd) any agreement, commitment, or outstanding purchase order relating to capital expenditures that involves total remaining payments by the Company of more than $100,000. (e) any agreement concerning a partnership or joint venture; (f) any agreement containing a covenant not to compete granted by the Company in favor of a third party that impairs the business as currently conducted, or which expressly restricts the ability of the Company to conduct business of any type or in any location; (g) any agreement (i) relating to the licensing by or to the Company of Business Intellectual Property Rights (other than licenses of commercially available, off-the-shelf software) and (ii) that is material to the Legacy Affiliate Agreement and the LLC Agreement, any Contract with any Seller or any Affiliate of any Seller or any director or officer business of the Company; (xih) all Legacy Affiliation Agreements any agreement (or group of related agreements) under which the Company has incurred, assumed or guaranteed any Indebtedness (other than Legacy Affiliation Agreements between Intercompany Obligations) or any agreement evidencing or under which the Company and Purchaser or has imposed a Lien (other than a Permitted Lien) on any of its Newspaper Affiliates) and similar affiliation Contracts for assets, tangible or intangible (other than any such agreement that will be terminated at or prior to the sale of the Company’s products and services with any Person that is not an Affiliate of Purchaser or any SellerClosing); (xiii) any Contract agreement with any Governmental EntityAffiliate of the Company (other than any such agreement that will be terminated at or prior to the Closing); (xiiij) any Contract with employees of agreement, plan or consultants to arrangement by which the Company is bound with regard to employment, consulting services, compensation, bonus, incentive, equity purchase or other equity-based compensation or right, severance pay, retention bonuses, or success fees, other than (i) any Employee Benefit Plan set forth on Schedule 5.13, (ii) any agreements that involves either (A) require future payments by the Company of less than $100,000, (B) have a commitment for annual consideration with a value in excess remaining term of $250,000 that cannot less than one year and can be terminated by the Company without liability upon prior notice of 30 60 days or lessless without material cost or penalty, or (iii) any oral “at will” employment arrangements; (xivk) any agreement under which the Company has advanced or loaned any amount to any employee (other than advances in the Ordinary Course of Business); (l) any settlement, conciliation or similar agreement entered by any Governmental Authority whereby the Company is under an obligation to perform activities, refrain from activities and/or pay money; and (m) any other Contract that involves annual commitments agreement, contract, lease, license, instrument or commitment binding upon the Company, in each case not included in clauses (a) through (l) above, which has future required payments to or by the Company in excess of $1 million that can100,000 per annum and is not be terminated terminable by the Company without penalty upon prior notice of 30 sixty days or less. less without substantial cost or penalty. The Company has made available to Buyer an accurate and complete, in all material respects, copy of each Material Contract. With respect to each Material Contract: (bi) As such Material Contract is legal, valid, binding and enforceable against the Company, and, to the Knowledge of the date hereof, each of the Leases and Contracts listed or required to be listed on Schedules 4.11, 4.12, 4.13(e)(1) or 4.13(e)(2) (collectivelyCompany, the “Material Contracts”) constitutes a valid and binding obligation of the Company (other parties thereto, in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws Law affecting creditors’ the rights generally and by general principles of equity creditors generally; (regardless ii) the Company is not (with or without the lapse of whether considered in a proceeding in equity or at Law)), and is in full force and effect, except where the failure to be in full force and effect would not, individually or in the aggregate, reasonably be expected to be material to the Business time or the Company. To giving of notice, or both) in breach or default and, to the Knowledge of the Company, as of no other party to such Material Contract is in breach or default thereunder, and no event has occurred or circumstance exists that would constitute a breach or default by the date hereofCompany or, to the Company’s Knowledge, by any such other party; (iii) the Company has performed all material obligations previously required to be performed by it under such Material Contract; (iv) to the Company’s Knowledge, no event has occurred and no condition or state of facts circumstance exists which, with the passage of time or the giving of notice or both, would constitute any default or breach by the Company or any other party thereto, except for such breaches, defaults, events or conditions that would notpermit termination, individually cancellation, acceleration, suspension or adverse modification of any obligation or loss of any benefit under, result in any payment becoming due under, or result in the aggregate, reasonably be expected to be material to the Business or the Company. Complete and correct copies imposition of each of the Material Contracts have heretofore been delivered to Purchaser. (c) There are no outstanding powers of attorney executed any Lien on behalf any of the Company. ’s securities or any of the properties or assets of the Company under any such Material Contract (dother than Permitted Liens) Schedule 4.11(dnor has the Company given or received written notice alleging the same; and (v) sets forth (i) a list of each Seller’s 20 largest advertising customers with respect the other party to the Business and (ii) all “major accounts” or “national accounts” Material Contract has not repudiated in writing any portion of ▇▇▇▇such Material Contract.▇▇▇ as provided under the Legacy Affiliate Agreements, in each case as of the date hereof.

Material Contracts. (a) Schedule 4.11 lists all Except as set forth in Section 3.14(a) of the following Contracts to which the Disclosure Schedule, neither Company nor any of its Subsidiaries is a party as of the date hereof: (i) any Contract related to Indebtedness; (ii) any joint venture, partnership or other arrangement involving a sharing of profits involving the Company, other than the LLC Agreement; (iii) any Contract for the acquisition, sale or lease of properties or assets with a value in excess of $1 million other than sales of properties or inventories in the Ordinary Course of Business; (iv) any Contract (A) restricting any right of the Company to compete with any Person or in any line of business or geographic area or during any period of time or (B) restricting any right of the Company to sell to or purchase from any Person, or that grants the other Person “most favored nation” status or exclusivity, other than the Legacy Affiliate Agreements; (v) any Contract or group of related Contracts for capital expenditures in excess of $1 million for any single project or related series of projects; (vi) any Contract with any customer or advertiser under which the Company received revenues in excess of $1 million during the last year; (vii) any services Contract involving payments by the Company in excess of $1 million during the last year; (viii) any Contract which evidences a “trade” or “barter” transaction in which the Company would receive goods or services from the customer or vendor in exchange for furnishing goods or services after the date of this Agreement; (ix) any Contract providing for material indemnification rights or obligations to or from any Person (excluding indemnities contained in agreements for the purchase, sale or license of products or services entered into in the Ordinary Course of Business), other than the LLC Agreement; (x) other than the Legacy Affiliate Agreement and the LLC Agreement, any Contract with any Seller or any Affiliate of any Seller or any director or officer of the Company; (xi) all Legacy Affiliation Agreements (other than Legacy Affiliation Agreements between the Company and Purchaser or any of its Newspaper Affiliates) and similar affiliation Contracts for the sale of the Company’s products and services with any Person that is not an Affiliate of Purchaser or any Seller; (xii) any Contract with any Governmental Entity; (xiii) any Contract with employees of or consultants to the Company that involves a commitment for annual consideration with a value in excess of $250,000 that cannot be terminated by the Company without liability upon prior notice of 30 days or less; (xiv) any other Contract that involves annual commitments in excess of $1 million that cannot be terminated by the Company without penalty upon prior notice of 30 days or less. (b) As of the date hereof, each of the Leases and Contracts listed or required to be listed on Schedules 4.11, 4.12, 4.13(e)(1) or 4.13(e)(2) (collectively, the “Material Contracts”) constitutes a valid and binding obligation of the Company (except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Law)), and is in full force and effect, except where the failure to be in full force and effect would not, individually or in the aggregate, reasonably be expected to be material to the Business or the Company. To the Knowledge of the Companybound by, as of the date hereof, any of the following: (i) any contract or agreement entered into since January 1, 2013 (and any contract or agreement entered into at any time to the extent that material obligations remain as of the date hereof), other than in the ordinary course of business consistent with past practice, for the acquisition of the securities of or any material portion of the assets of any other Person or entity; (ii) any trust indenture, mortgage, promissory note, loan agreement, mortgage loan purchase agreement, or other contract, agreement or instrument for the borrowing of money, any currency exchange, commodities or other hedging arrangement or any leasing transaction of the type required to be capitalized in accordance with GAAP, in each case, where Company or any of its Subsidiaries is a lender, borrower or guarantor other than agreements evidencing deposit liabilities, trade payables and contracts or agreements relating to borrowings entered into in the ordinary course of business; (iii) any contract or agreement limiting the freedom of Company or any of its Subsidiaries to engage in any line of business or to compete with any other Person or prohibiting Company from soliciting customers, clients or employees, in each case whether in any specified geographic region or business or generally; (iv) any contract or agreement with any Affiliate of Company or its Subsidiaries; (v) any agreement of guarantee, support or indemnification by Company or its Subsidiaries, assumption or endorsement by Company or its Subsidiaries of, or any similar commitment by Company or its Subsidiaries with respect to, the obligations, liabilities (whether accrued, absolute, contingent or otherwise) or indebtedness of any other Person other than those entered into in the ordinary course of business; (vi) any agreement under which a payment obligation in excess of $50,000 would arise or be accelerated, in each case as a result of the announcement or consummation of the transactions contemplated by this Agreement (either alone or upon the occurrence of any additional acts or events); (vii) any alliance, cooperation, joint venture, shareholders’ partnership or similar agreement involving a sharing of profits or losses relating to Company or any of its Subsidiaries; (viii) any employment agreement with any employee or officer of Company or any of its Subsidiaries; (ix) any broker, distributor, dealer, agency, sales promotion, customer or client referral, underwriter, administrative services, market research, market consulting or advertising agreement providing for annual payments by Company or its Subsidiaries of more than $30,000; (x) any agreement, option or commitment or right with, or held by, any third party to acquire, use or have access to, any assets or properties, or any interest therein, of Company or its Subsidiaries, other than in connection with the sale of Loans, Loan participations or investment securities in the ordinary course of business consistent with past practice to third parties who are not Affiliates of Company; (xi) any contract or agreement that contains any (A) exclusive dealing obligation, (B) “clawback” or similar undertaking requiring the reimbursement or refund of any fees, (C) “most favored nation” or similar provision granted by Company or any of its Subsidiaries or (D) provision that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of Company or any of its Subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any assets or business; (xii) any material contract or agreement which would require any consent or approval of a counterparty as a result of the consummation of the transactions contemplated by this Agreement; (xiii) any contract under which Company or any Company Subsidiary will have a material obligation with respect to an “earn-out,” contingent purchase price or similar contingent payment obligation, or any other material liability after the date hereof; (xiv) any lease or other contract (whether real, personal or mixed, tangible or intangible) pursuant to which the annualized rent or lease payments for the lease year that includes December 31, 2016, as applicable, were in excess of $30,000; (xv) any contract not listed above that is material to the financial condition, results of operations or business of Company or its Subsidiaries, including any contract that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Securities and Exchange Commission); (xvi) any contract or agreement with respect to the performance by Company or its Subsidiaries of Loan servicing with any outstanding obligations that are material to Company or any of its Subsidiaries; (xvii) any contract or agreement that (A) grants Company or one of its Subsidiaries any right to use any Intellectual Property (other than “shrink-wrap,” “click-wrap” or “web-wrap” licenses in respect of commercially available software) and that provides for payments in excess of $30,000, (B) permits any third person to use, enforce or register any Intellectual Property, including any license agreements, coexistence agreements and covenants not to use or (C) restricts the right of Company or one of its Subsidiaries to use or register any Intellectual Property; (xviii) any contract or agreement that is a settlement agreement other than releases immaterial in nature or amount entered into in the ordinary course of business with the former employees of Company or its Subsidiaries or independent contractors in connection with the routine cessation of such employee’s or independent contractor’s employment; or (xix) any contract or agreement that involved or is expected to involve the payment of more than $50,000 by Company and its Subsidiaries in 2016 or 2017 (other than any such contracts which are terminable by Company or any of its Subsidiaries on sixty (60) days or less notice without any required payment or other conditions, other than the condition of notice). Each contract, arrangement, commitment or understanding of the type described in this Section 3.14(a) to which Company or any of its Subsidiaries is bound, whether or not set forth on Section 3.14(a) of the Disclosure Schedule, is referred to herein as a “Material Contract.” (i) Each Material Contract is valid and binding on Company or its applicable Subsidiary and in full force and effect, and, to the Knowledge of Company, is valid and binding on the other parties thereto; (ii) Company and each of its Subsidiaries and, to the Knowledge of Company, each of the other parties thereto, has performed in all material respects all obligations required to be performed by it to date under each Material Contract; and (iii) no event has occurred and no or condition exists which constitutes or, after notice or state of facts exists which, with the passage lapse of time or the giving of notice or both, would constitute any a material breach or default or breach by on the part of Company or any of its Subsidiaries or, to the Knowledge of Company, any other party thereto, except for under any such breaches, defaults, events or conditions that would not, individually or in the aggregate, reasonably be expected to be material to the Business or the Company. Complete and correct copies of each of the Material Contracts have heretofore been delivered to PurchaserContract. (c) There are no outstanding powers of attorney executed on behalf of the Company. (d) Schedule 4.11(d) sets forth (i) a list of each Seller’s 20 largest advertising customers with respect to the Business and (ii) all “major accounts” or “national accounts” of ▇▇▇▇.▇▇▇ as provided under the Legacy Affiliate Agreements, in each case as of the date hereof.

Material Contracts. (a) Schedule 4.11 lists all Section 5.14 of the following Contracts to which Company Disclosure Schedule sets forth, as of the Execution Date, a complete and accurate list of any Contract that the Company or any of its Subsidiaries is a party as of the date hereofto or bound by that: (i) any Contract related relates to Indebtedness; (iiA) any joint venturethe purchase of materials, partnership supplies, goods, services, real property or other arrangement involving a sharing assets or (B) the construction of profits involving capital assets and that, in the Companycase of clause (A), other than (1) provides for (x) payments by the LLC Agreement; (iii) Company or any Contract for the acquisition, sale or lease of properties or assets with a value its Subsidiaries in excess of $1 million other than sales of properties 750,000, calculated on an annualized basis or inventories in the Ordinary Course of Business; (ivy) any Contract (A) restricting any right of aggregate payments by the Company to compete with or any Person or in any line of business or geographic area or during any period of time or (B) restricting any right of the Company to sell to or purchase from any Person, or that grants the other Person “most favored nation” status or exclusivity, other than the Legacy Affiliate Agreements; (v) any Contract or group of related Contracts for capital expenditures its Subsidiaries in excess of $1 million for any single project or related series of projects; 1,500,000, calculated on an annualized basis, and (vi2) any Contract with any customer or advertiser under which the Company received revenues in excess of $1 million during the last year; (vii) any services Contract involving payments by the Company in excess of $1 million during the last year; (viii) any Contract which evidences a “trade” or “barter” transaction in which the Company would receive goods or services from the customer or vendor in exchange for furnishing goods or services after the date of this Agreement; (ix) any Contract providing for material indemnification rights or obligations to or from any Person (excluding indemnities contained in agreements for the purchase, sale or license of products or services entered into in the Ordinary Course of Business), other than the LLC Agreement; (x) other than the Legacy Affiliate Agreement and the LLC Agreement, any Contract with any Seller or any Affiliate of any Seller or any director or officer of the Company; (xi) all Legacy Affiliation Agreements (other than Legacy Affiliation Agreements between the Company and Purchaser or any of its Newspaper Affiliates) and similar affiliation Contracts for the sale of the Company’s products and services with any Person that is not an Affiliate of Purchaser or any Seller; (xii) any Contract with any Governmental Entity; (xiii) any Contract with employees of or consultants to the Company that involves a commitment for annual consideration with a value in excess of $250,000 that cannot be terminated by the Company without liability upon prior notice or any of 30 its Subsidiaries on 90 days or lessless notice without payment by the Company of any penalty or fee; (ii) is an agreement for the furnishing of services by the Company or any of its Subsidiaries to any of its customers that involves a binding commitment by such customer with aggregate payments to the Company or its Subsidiaries in excess of $750,000, calculated on an annualized basis; (iii) contains any (A) provision or covenant, which after the Closing will apply to the Business, restricting the Company or any of its Affiliates from engaging in any lawful business activity or competing with any Person, other than customary non-solicitation agreements contained in confidentiality agreements or (B) minimum commitment, exclusivity or “most favored nation” provisions; (iv) is a lease or sublease of Tangible Personal Property involving, or expected to involve, aggregate payments by the Company or any of its Subsidiaries in excess of $250,000 in any calendar year; (v) is an indenture, mortgage, promissory note, loan agreement, guaranty or other Contract or relates to the creation, incurrence, assumption, or guarantee of any Indebtedness for borrowed money by the Company or any of its Subsidiaries, or evidences a Capitalized Lease; (vi) that grants any third Person, or obligates the Company or any of its Subsidiaries to exercise, an option or other preferential right to purchase, sell, lease, encumber or transfer any right, title or interest in and to any material property, including any property of the Company or any of its Subsidiaries; (vii) (A) relating to the acquisition, issuance, voting, registration, sale, or transfer of any securities, (B) providing any Person with any preemptive right, right of participation, right of maintenance, or any similar right with respect to any securities, or (C) providing the Company or any of its Subsidiaries with any right of first refusal with respect to, or right to repurchase or redeem, any securities; (viii) providing for indemnification of any officer, director, employee, or agent; (ix) pursuant to which the Company or any of its Subsidiaries has any potential continuing indemnification obligations in excess of $750,000; (x) relates to any commodity or interest rate swap, cap or collar agreements, or other similar hedging or derivative transactions; (xi) is in respect of the formation of any partnership or joint venture or otherwise relates to the joint ownership or operation of the assets owned by the Company or any of its Subsidiaries; (xii) any Contracts between the Company or any of its Subsidiaries, on the one hand, and any Affiliate of the Company or any of the Stockholders, on the other hand; (xiii) is an acquisition, merger or similar Contract or other Contract relating to the acquisition or disposition of equity interests or material assets of any Person (other than Contracts in respect of the purchase of assets in the ordinary course of business that, individually and in the aggregate, are not material); (xiv) relates to the licensing, distribution, development, purchase or sale of Owned Intellectual Property or Licensed Intellectual Property, including, without limitation, technology consulting agreements, coexistence agreements, consent agreements and nonassertion agreements (excluding unmodified “off-the-shelf” software licensed to the Company or any of its Subsidiaries on generally standard terms or conditions involving consideration of less than $50,000, including purchase orders); (xv) is a management, consulting, independent contractor, or employment agreement; (xvi) is a security agreement, pledge, mortgage, deed of trust or other Contract that agreement granting a Lien on any owned material property or assets of the Company or any of its Subsidiaries; (xvii) otherwise involves annual commitments the payment by or to the Company or any of its Subsidiaries of more than $750,000 in excess of $1 million that any 24-month period and cannot be terminated by the Company without penalty upon prior notice or any of 30 its Subsidiaries on 45 days or lessless notice without payment by the Company or any of its Subsidiaries of any penalty or fee; (xviii) any outstanding powers of attorney empowering any Person to act on behalf of the Company or any of its Subsidiaries; (xix) that would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act if such item were applicable to the Company; and (xx) any other Contract, if a breach or termination of such Contract could have a Company Material Adverse Effect; and (xxi) any other Contract material to the Business not entered into in the ordinary course of business. (b) As of the date hereof, each of the Leases and Contracts listed or Each Contract required to be listed on Schedules 4.11, 4.12, 4.13(e)(1) or 4.13(e)(2disclosed pursuant to Section 5.14(a) (collectively, the “Material Contracts”) constitutes is a valid and binding obligation of the Company (except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles one of equity (regardless of whether considered in a proceeding in equity or at Law))its Subsidiaries, and is in full force and effecteffect and enforceable in accordance with its terms against the Company or one of its Subsidiaries and, except where the failure to be in full force and effect would not, individually or in the aggregate, reasonably be expected to be material to the Business or the Company. To the Knowledge of the Company, the other parties thereto; provided, however, that the Company makes no representation or warranty, express or implied, as to the enforceability of any (i) non-competition or other restrictive covenant or (ii) indemnification obligation, in each case, set forth in the Material Contracts. The Company has provided or made available to the Parent a true and complete copy of each Material Contract. (c) Neither the Company, any of its Subsidiaries nor, to the Knowledge of the date hereofCompany, any other party to any Material Contract is in default or breach in any material respect under the terms of any Material Contract and no event has occurred and no condition that with the giving of notice or state of facts exists which, with the passage of time or the giving of notice or both, both would constitute a breach or default in any default or breach material respect by the Company or any other party theretoof its Subsidiaries or, except for such breaches, defaults, events or conditions that would not, individually or in the aggregate, reasonably be expected to be material to the Business or the Company. Complete and correct copies of each of the Material Contracts have heretofore been delivered to Purchaser. (c) There are no outstanding powers of attorney executed on behalf Knowledge of the Company, any other party to any Material Contract, or would permit termination, modification or acceleration under any Material Contract. (d) Schedule 4.11(d) sets forth (i) a list Neither the Company nor any of each Seller’s 20 largest advertising customers with respect its Subsidiaries nor, to the Business and (ii) all “major accounts” or “national accounts” of ▇▇▇▇.▇▇▇ as provided under the Legacy Affiliate Agreements, in each case as Knowledge of the date hereofCompany, any other party to any Material Contract has received any written notice or threat to terminate, cease performance of or amend in a manner adverse to the Company or any of its Subsidiaries, any Material Contract.

Material Contracts. (a) Schedule 4.11 lists all Section 2.32 of the following Contracts Shareholder Disclosure Schedule contains a list of all contracts and agreements to which the Company Dock is a party and that are material to the business of Dock (such contracts, agreements and arrangements as are required to be set forth in Schedule 2.32 of the date hereofShareholder Disclosure Schedule being referred to herein collectively as the “Material Contracts”). Material Contracts shall include, without limitation, the following: (i) any Contract related to Indebtednessoffset, countertrade, distributor, sales, advertising, agency or manufacturer’s representative contract or group purchasing contract; (ii) any joint venturecontinuing contract for the purchase of material, partnership supplies, equipment or other arrangement services involving a sharing in the case of profits involving any such contract more than $50,000 over the Company, other than life of the LLC Agreementcontract; (iii) any Contract for contract that expires or may be renewed at the acquisition, sale or lease option of properties or assets with a value in excess of $1 million any person other than sales of properties or inventories in the Ordinary Course of Business; (iv) any Contract (A) restricting any right of the Company Dock so as to compete with any Person or in any line of business or geographic area or during any period of time or (B) restricting any right of the Company to sell to or purchase from any Person, or that grants the other Person “most favored nation” status or exclusivity, other expire more than the Legacy Affiliate Agreements; (v) any Contract or group of related Contracts for capital expenditures in excess of $1 million for any single project or related series of projects; (vi) any Contract with any customer or advertiser under which the Company received revenues in excess of $1 million during the last year; (vii) any services Contract involving payments by the Company in excess of $1 million during the last year; (viii) any Contract which evidences a “trade” or “barter” transaction in which the Company would receive goods or services from the customer or vendor in exchange for furnishing goods or services one year after the date of this Agreement; (iv) any trust indenture, mortgage, promissory note, loan agreement or other contract for the borrowing of money, any currency exchange, commodities or other hedging arrangement or any leasing transaction of the type required to be capitalized in accordance with generally accepted accounting principles; (v) any contract for capital expenditures in excess of $100,000 in the aggregate; (vi) any agreement or guarantee, support, indemnification, assumption or endorsement of, or any similar commitment with respect to, the obligations, liabilities (whether accrued, absolute, contingent or otherwise) or indebtedness of any other person; (vii) guarantee of any obligation or any letter of credit, bond or other indemnity (excluding endorsements of instruments for collection in the ordinary course of the operation of its business); (viii) agreement for the sale or lease of any of its assets, excluding sales of its products in the ordinary course of its business, or entered into other than in the ordinary course of the operation of its business; (ix) any Contract providing for material indemnification rights real property lease or obligations to or from any Person (excluding indemnities contained in agreements for the purchase, sale or license of products or services entered into in the Ordinary Course of Business), other than the LLC Agreementsublease; (x) license, development or other than the Legacy Affiliate Agreement and the LLC Agreementagreement relating to any of Dock’s Intellectual Property or relating to technology, know-how or processes which Dock has licensed from or to any Contract with other person or authorized for use by any Seller other person or been authorized by any Affiliate of any Seller or any director or officer of the Companyother person for use by Dock; (xi) all Legacy Affiliation Agreements (any other than Legacy Affiliation Agreements between the Company and Purchaser agreement, arrangement, commitment or any of its Newspaper Affiliates) and similar affiliation Contracts for the sale of the Company’s products and services with any Person contract that is not an Affiliate of Purchaser or any Seller; (xii) any Contract with any Governmental Entity; (xiii) any Contract with employees of or consultants material to the Company that involves a commitment for annual consideration with a value in excess financial condition, operations, results of $250,000 that cannot be terminated by the Company without liability upon prior notice operations or business of 30 days or less; (xiv) any other Contract that involves annual commitments in excess of $1 million that cannot be terminated by the Company without penalty upon prior notice of 30 days or lessDock. (b) As of the date hereofEach Material Contract, each of the Leases and Contracts listed or required to be listed on Schedules 4.11is a legal, 4.12, 4.13(e)(1) or 4.13(e)(2) (collectively, the “Material Contracts”) constitutes a valid and binding obligation agreement, and none of the Company (except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Law)), and Dock Material Contracts is in full force default by its terms or has been cancelled by the other party; Dock is not in receipt of any claim of default under any such agreement. The execution and effect, except where delivery of this Agreement and the failure to be in full force and effect would not, individually or in consummation of the aggregate, reasonably be expected to be material to the Business transactions contemplated hereby will not cause a default or the Company. To the Knowledge termination of the Company, as of the date hereof, no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute any default or breach by the Company or any other party thereto, except for such breaches, defaults, events or conditions that would not, individually or in the aggregate, reasonably be expected to be material to the Business or the Company. Complete and correct copies of each of the Material Contracts have heretofore been delivered to PurchaserContract. (c) There are no outstanding powers of attorney executed on behalf of the Company. (d) Schedule 4.11(d) sets forth (i) a list of each Seller’s 20 largest advertising customers with respect to the Business and (ii) all “major accounts” or “national accounts” of ▇▇▇▇.▇▇▇ as provided under the Legacy Affiliate Agreements, in each case as of the date hereof.

Material Contracts. (a) Schedule 4.11 lists all Except for the Contracts described in Section 3.1(12)(a) of the following Contracts to which Disclosure Letter and the Company is a party as Employee Plans set out in Section 3.1(18)(a) of the date hereof: (i) any Contract related to Indebtedness; (ii) any joint venture, partnership or other arrangement involving a sharing of profits involving the Company, other than the LLC Agreement; (iii) any Contract for the acquisition, sale or lease of properties or assets with a value in excess of $1 million other than sales of properties or inventories in the Ordinary Course of Business; (iv) any Contract (A) restricting any right of the Company to compete with any Person or in any line of business or geographic area or during any period of time or (B) restricting any right of the Company to sell to or purchase from any Person, or that grants the other Person “most favored nation” status or exclusivity, other than the Legacy Affiliate Agreements; (v) any Contract or group of related Contracts for capital expenditures in excess of $1 million for any single project or related series of projects; (vi) any Contract with any customer or advertiser under which the Company received revenues in excess of $1 million during the last year; (vii) any services Contract involving payments by the Company in excess of $1 million during the last year; (viii) any Contract which evidences a “trade” or “barter” transaction in which the Company would receive goods or services from the customer or vendor in exchange for furnishing goods or services after the date of this Agreement; (ix) any Contract providing for material indemnification rights or obligations to or from any Person (excluding indemnities contained in agreements for the purchase, sale or license of products or services entered into in the Ordinary Course of Business), other than the LLC Agreement; (x) other than the Legacy Affiliate Agreement and the LLC Agreement, any Contract with any Seller or any Affiliate of any Seller or any director or officer of the Company; (xi) all Legacy Affiliation Agreements (other than Legacy Affiliation Agreements between the Company and Purchaser or any of its Newspaper Affiliates) and similar affiliation Contracts for the sale of the Company’s products and services with any Person that is not an Affiliate of Purchaser or any Seller; (xii) any Contract with any Governmental Entity; (xiii) any Contract with employees of or consultants to the Company that involves a commitment for annual consideration with a value in excess of $250,000 that cannot be terminated by the Company without liability upon prior notice of 30 days or less; (xiv) any other Contract that involves annual commitments in excess of $1 million that cannot be terminated by the Company without penalty upon prior notice of 30 days or less. (b) As of the date hereof, each of the Leases and Contracts listed or required to be listed on Schedules 4.11, 4.12, 4.13(e)(1) or 4.13(e)(2) Disclosure Letter (collectively, the “Material Contracts”), none of the Group Companies is a party to or bound by any: (i) continuing Contract involving the performance of services, purchase or delivery of goods or materials, or payments to or by, the Group Companies with payment or expenditure obligations or incurred obligations in excess of $1,000,000 in the full 2024 calendar year; (ii) trust indenture, mortgage, promissory note, loan agreement or other Contract relating to indebtedness with an outstanding principal amount in excess of $500,000 in the aggregate; (iii) agreement of guarantee, support, indemnification, assumption or endorsement of, or any similar commitment with respect to, the obligations, liabilities (whether accrued, absolute, contingent or otherwise) or indebtedness of any other Person in excess of $500,000 in the aggregate; (iv) Contract involving loans or financing to any Person in excess of $500,000; (v) Contract for the purchase or sale or minerals from or to any Person, including with [Redacted - Commercially Sensitive Counterparty]. (vi) Exploitation agreements with [Redacted - Commercially Sensitive Counterparty]. (vii) Contract for capital expenditures that requires annual future payments in excess of $500,000 in the aggregate; (viii) Contract limiting the freedom of the Group Companies to engage in any line of business, set the material terms of its Contracts, compete with any other Person, solicit any Persons for any purpose or otherwise to conduct its portion of the Business, excluding customary confidentiality agreements; (ix) Contract pursuant to which one or more Group Companies has entered into a material joint venture, strategic alliance, partnership or similar arrangement with any Person other than the other Group Company; (x) Contract pursuant to which one or more Group Companies has an agreement, option or warrant, or any other right or privilege capable of becoming such, for the purchase, subscription, allotment or issuance of any shares or other equity securities of another Person; (xi) agreements with local communities related to the Mines under which the Group Companies have assumed a valid, binding and enforceable obligation; or (xii) any contracts and other agreements that are material for the applicable Group Company and the continuation of its Business as currently conducted. (b) Assuming each Material Contract is binding and enforceable against the other party or parties thereto, each Material Contract constitutes a valid and binding obligation of the applicable Group Company except: (except as may be limited by applicable i) subject only to any limitation under Laws relating to (A) bankruptcy, winding-up, insolvency, reorganization, moratorium or similar arrangement and other Laws of general application affecting the enforcement of creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Law))rights, and is (B) the discretion that a court may exercise in full force the granting of equitable remedies such as specific performance and effect, except injunction; and (ii) where the failure to be in full force so valid, binding and effect enforceable would not, individually or in the aggregate, not reasonably be expected to be have a Material Adverse Effect. The Group Companies are not in default under any Material Contract in any material to the Business or the Companyrespect. To the Knowledge knowledge of the CompanyVendors, as no other party to a Material Contract is in default under any Material Contract in any material respect. To the Vendors’ knowledge, there is no intention on the part of any of the date hereof, no event has occurred and no condition or state other parties to a Material Contract to terminate any of facts exists which, with the passage of time or the giving of notice or both, would constitute any default or breach by the Company or any other party thereto, except for such breaches, defaults, events or conditions that would not, individually or in the aggregate, reasonably be expected to be material to the Business or the Company. Complete and correct copies of each of the Material Contracts have heretofore been delivered to Purchaserthem. (c) There are no outstanding powers of attorney executed on behalf of the Company. (d) Schedule 4.11(d) sets forth (i) a list of each Seller’s 20 largest advertising customers with respect to the Business and (ii) all “major accounts” or “national accounts” of ▇▇▇▇.▇▇▇ as provided under the Legacy Affiliate Agreements, in each case as of the date hereof.

Material Contracts. (a) Schedule 4.11 lists all 5.13(a) sets forth a list of the following Contracts (other than statements of work, purchase, project, change or similar orders issued pursuant to such Contracts) to which the Sellers (to the extent related to the Company’s Business) or the Company is a party and under which the Company has any remaining rights or obligations as of the date hereof:of this Agreement (collectively, the “Material Contracts”): (i) Contracts for the sale of any Contract related to Indebtedness; (ii) any joint venture, partnership or other arrangement involving a sharing assets of profits involving the Company, Company other than the LLC Agreement; (iii) any Contract Contracts for the acquisition, sale or lease of properties or assets with a value in excess of $1 million other than sales of properties or inventories inventory to customers in the Ordinary Course of Business; (ivii) Contracts for the acquisition of any Contract business or assets constituting a division or business unit or the equity interests of any other Person; (Aiii) Contracts restricting any right of the Company to compete from engaging in any line of business or competing with any Person or in any line of business geographical area; (iv) (A) any Contract evidencing or geographic area Guaranteeing Company Debt (excluding any performance or during any period of time or surety bond entered into in connection with a Sales Distribution Agreement) and (B) restricting any right mortgage, security agreement, guarantee, pledge agreement or other Contract providing for any Lien on assets of the Company (but excluding any sales distribution agreements, agency agreements, comisiones mercantiles or other Contracts for services provided to sell to any Governmental Authority or purchase from any Person, or that grants the other Person that is using public funds to pay for such services (each, a “most favored nation” status or exclusivitySales Distribution Agreement”), other than in each case, entered into the Legacy Affiliate AgreementsOrdinary Course of Business); (v) any joint venture or other Contract or group that results in sharing of related Contracts for capital expenditures in excess of $1 million for any single project or related series of projectsprofits and losses; (vi) any Contract with any customer or advertiser under which Governmental Authority (including municipalities) other than Contracts entered into in the Company received revenues in excess Ordinary Course of $1 million during the last yearBusiness for services; (vii) any services Contract involving payments by that requires the Company to purchase all or a portion of its requirements of any product or service from a third party or that contains “take or pay” provisions, in excess each case, requiring the payment of more than $1 million during the last year3,000,000; (viii) any Contract which evidences a “trade” that provides for the indemnification by the Company of any Person or “barter” transaction in the assumption of any Tax, environmental or other Liability of any Person (other than any confidentiality agreement, Sales Distribution Agreement, Leasehold or other Contract under which the Company would receive goods or services from gives an indemnity for damages caused by the customer or vendor Company’s breach of its own obligations, in exchange for furnishing goods or services after the date of this Agreement; (ix) any Contract providing for material indemnification rights or obligations to or from any Person (excluding indemnities contained in agreements for the purchase, sale or license of products or services each case entered into in the Ordinary Course of Business); (ix) any employment agreement to which the Company is a party, expect for those that are terminable, without penalty (other than the LLC Agreementany severance payments mandated by applicable Law), on 90 days or less notice; (x) other than the Legacy Affiliate Agreement and the LLC Agreement, any Contract with any Seller an independent contractor or consultant (or any Affiliate similar arrangement) to which the Company is a party other than those that can be cancelled by the Company without penalty with advance notice of any Seller 90 days or any director less or officer with a penalty of the Companyless than $500,000; (xi) all Legacy Affiliation Agreements (any Contract or other than Legacy Affiliation Agreements between the Company and Purchaser or any of its Newspaper Affiliates) and similar affiliation Contracts for the sale of the Company’s products and services with any Person that is not an Affiliate of Purchaser or any Sellerarrangement representing a Related Party Transaction; (xii) Contracts that would reasonably be likely to involve consideration of more than $3,000,000 in any Contract 12-month period that is an interconnection, bundling or similar agreement in connection with any Governmental Entitywhich the equipment, networks and services of the Company are connected to those of another service provider in order to allow their respective customers access to each other’s services and networks (except for those that are terminable, without penalty, on 12 months or less notice); (xiii) any Contract with employees of or consultants Contracts that would reasonably be likely to involve the Company that involves a commitment for annual consideration with a value in excess of $250,000 that cannot be terminated payment by the Company or receipt by the Company of consideration of more than $3,000,000 in any 12-month period that is an agency, dealer, reseller, franchise or other similar contract (except for those that are terminable, without liability upon prior notice of 30 penalty, on 90 days or lessless notice); (xiv) Contracts that would reasonably be likely to involve the payment by the Company or receipt by the Company of consideration of more than $3,000,000 in any other Contract 12-month period that involves annual commitments contains any commitment to (1) provide wireless services coverage in excess a particular geographic area, (2) build out Transmitter Sites in a particular geographic area, or (3) pay for a specified number of minutes of roaming usage of a third party’s network regardless of the amount of actual usage (except for those that are terminable, without penalty, on 12 months or less notice); (xv) roaming Contracts that would reasonably be likely to involve the payment by the Company or receipt by the Company of consideration of more than $1 million 3,000,000 in any 12-month period that cannot be terminated by the Company terminated, without penalty upon prior notice of penalty, on 30 days or less.less notice; (bxvi) As any other Contracts which involve the expenditure of more than $3,000,000 in any 12-month period; (xvii) any Contracts which (A) involve the date hereof, each granting of the Leases and Contracts listed any rights or required to be listed on Schedules 4.11, 4.12, 4.13(e)(1) or 4.13(e)(2) (collectively, the “Material Contracts”) constitutes a valid and binding obligation of the Company (except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Law)), and is in full force and effect, except where the failure to be in full force and effect would notany provisions that, individually or in the aggregate, reasonably materially restrict or adversely affect the development, licensing, marketing, distribution or sale of the Company’s products or services, (B) grant any exclusive license or supply or distribution agreement or right or other exclusive rights that cannot be expected terminated on 30 days or less notice without payment or penalty, or (C) involve “most favored nation” or similar obligations or restrictions; (xviii) any Licenses; and (xix) any binding commitment to be material enter into any Contract of the type described in clauses (i) through (xviii) of this Section 5.13(a). (b) The Sellers have made available to the Business or Purchasers correct and complete copies of each and all of the Material Contracts and all amendments thereto and each of the Material Contracts, as amended, is in full force and effect and is a legal, valid and binding obligation of the Sellers and/or the Company, as applicable, enforceable against them in accordance with its terms, subject to General Enforceability Exceptions. To Except as set forth in Schedule 5.13(b), neither the Sellers nor the Company nor, to the Knowledge of the CompanySellers and the Sellers’ Parent, as of the date hereof, no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute any default or breach by the Company or any other party thereto, except for such breaches, defaults, events thereto is in material breach or conditions that would not, individually or in the aggregate, reasonably be expected to be material to the Business or the Company. Complete and correct copies violation of each of the any Material Contracts have heretofore been delivered to PurchaserContract. (c) There are no outstanding powers of attorney executed on behalf of the Company. (d) Schedule 4.11(d) sets forth (i) a list of each Seller’s 20 largest advertising customers with respect to the Business and (ii) all “major accounts” or “national accounts” of ▇▇▇▇.▇▇▇ as provided under the Legacy Affiliate Agreements, in each case as of the date hereof.

Material Contracts. 15.1.3.1 Except for Contracts governing the use of Excluded IP and Contracts relating to the Environmental Control Bonds and the Retail Assigned Contracts, (ai) Schedule 4.11 lists all 15.1.3.1(A) contains a true and complete listing of the following Refinery Assigned Contracts, (ii) Schedule 15.1.3.1(B) contains a true and complete listing of the following Contracts to which the Cogen Company is a party as and (iii) Schedule 15.1.3.1(C) contains a true and complete listing of the date hereof:following Terminals Assigned Contracts (all such Contracts, collectively, the “Material Contracts”): (a) except for any intercompany indebtedness that will be cancelled or transferred out of the Cogen Company prior to Closing, each Contract relating to the incurrence, assumption or guarantee of indebtedness for borrowed money; (b) each Contract involving a remaining commitment by the applicable Seller Company or the Cogen Company to pay capital expenditures in excess of one million dollars ($1,000,000); (c) each Contract for lease of personal property involving payments in excess of five hundred thousand dollars ($500,000) in any calendar year; (d) each Contract for the sale of any of the material assets of any Seller Company or the Cogen Company other than in the Ordinary Course of Business or for the grant to any Person of any preferential rights to purchase any of its assets; (e) each Contract containing (i) covenants of any Seller Company or the Cogen Company not to compete in any line of business or with any Person in any geographical area or not to solicit for employment or hire any Person or (B) covenants of any other Person not to compete with any Seller Company or the Cogen Company in any line of business or in any geographical area or not to solicit for employment or hire any employee of any Seller Company or the Cogen Company; (f) each Contract relating to the acquisition (by merger, purchase of stock or assets or otherwise) by any Seller Company or the Cogen Company of any operating business or material assets or the capital stock of any other Person; (g) any warranty, guaranty, indemnity or other similar undertaking with respect to a contractual or other performance extended by any Seller Company or the Cogen Company that was not entered into in the Ordinary Course of Business and that would reasonably be expected to result in a Liability to Buyer or the Cogen Company of more than two million five hundred thousand dollars ($2,500,000); (h) each Contract providing for severance, retention, change in control or other similar payments for which Buyer or the Cogen Company would have Liability following the Closing Date; (i) each Contract for the employment of any Contract related to Indebtedness; (ii) any joint ventureindividual on a full-time, partnership part-time or other arrangement involving a sharing basis, the CBAs and any amendments, additions, letters of profits involving understanding or written work practices under the CompanyCBAs, and all other labor or collective bargaining Contracts, other than the LLC Agreement; (iii) any Contract for the acquisition, sale standard and customary offer letters entered into or lease of properties or assets with a value in excess of $1 million other than sales of properties or inventories delivered in the Ordinary Course of Business; (ivj) any Contract (A) restricting any right swaps, options, futures, hedging or similar instrument, contract or agreement or other commodity trading instruments of the Company to compete with Business or which burden any Person or in any line of business or geographic area or during any period of time or (B) restricting any right of the Assets or Cogen Company to sell to or purchase from any Person, or that grants the other Person “most favored nation” status or exclusivity, other than the Legacy Affiliate AgreementsAssets; (vk) each Contract between any Seller Company or the Cogen Company on the one hand, and any other Affiliate of BP Products, on the other hand, which will survive the Closing and which cannot be cancelled by the applicable Seller Company or the Cogen Company upon sixty (60) days or less notice without payment penalty (such Contracts, the “Affiliate Contracts”); (l) except for Contracts of the nature described in clauses (a) through (k), any Contract or group Assumed Purchase Order for the purchase of related Contracts materials, supplies, goods, services, equipment or other assets that provides for capital expenditures aggregate payments by any Seller Company or the Cogen Company of one million dollars ($1,000,000) or more in excess of $1 million for any single project twelve (12) month period and which cannot be cancelled by the applicable Seller Company or related series of projectsthe Cogen Company upon sixty (60) days or less notice without payment penalty; (vim) a Real Property Lease or a Third Party Real Property Lease; and (n) any Contract with any customer partnership, joint venture or advertiser under similar agreement. 15.1.3.2 All of the Material Contracts, including Material Contracts which the Company received revenues in excess of $1 million during the last year; (vii) any services Contract involving payments by the Company in excess of $1 million during the last year; (viii) any Contract which evidences a “trade” or “barter” transaction in which the Company would receive goods or services from the customer or vendor in exchange for furnishing goods or services after the date of this Agreement; (ix) any Contract providing for material indemnification rights or obligations were required to or from any Person (excluding indemnities contained in agreements for the purchasebe, sale or license of products or services entered into in the Ordinary Course of Businessbut were not, disclosed on Schedule 15.1.3.1(A), other than the LLC Agreement; (x) other than the Legacy Affiliate Agreement and the LLC Agreement, any Contract with any Seller or any Affiliate of any Seller or any director or officer of the Company; (xi) all Legacy Affiliation Agreements (other than Legacy Affiliation Agreements between the Company and Purchaser or any of its Newspaper Affiliates) and similar affiliation Contracts for the sale of the Company’s products and services with any Person that is not an Affiliate of Purchaser or any Seller; (xii) any Contract with any Governmental Entity; (xiii) any Contract with employees of or consultants to the Company that involves a commitment for annual consideration with a value in excess of $250,000 that cannot be terminated by the Company without liability upon prior notice of 30 days or less; (xiv) any other Contract that involves annual commitments in excess of $1 million that cannot be terminated by the Company without penalty upon prior notice of 30 days or less. (b) As of the date hereof, each of the Leases and Contracts listed or required to be listed on Schedules 4.11, 4.12, 4.13(e)(1Schedule 15.1.3.1(B) or 4.13(e)(2) (collectivelySchedule 15.1.3.1(C), the “Material Contracts”) constitutes a are valid and binding obligation agreements of the applicable Seller Company (or the Cogen Company, as applicable, and are in full force and effect, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting laws from time to time in effect that affect creditors’ rights generally and by general principles legal and equitable limitations on the availability of equity (regardless of whether considered specific remedies. Except as set forth in a proceeding Schedule 15.1.3.1(A), Schedule 15.1.3.1(B) and Schedule 15.1.3.1(C), each Seller Company or the Cogen Company, as applicable, has performed, in equity or at Law))all material respects, all obligations required to be performed by it to date under such Material Contracts, and is not in full force and effect, except where the failure to be in full force and effect would not, individually or in the aggregate, reasonably be expected to be material to the Business or the CompanyDefault under such Material Contract. To the Knowledge of the Company, as of the date hereofBP Products, no other Party to any such Material Contract is in Default thereunder and no event or circumstance has occurred and no condition or state of facts exists whichthat, with the passage notice or lapse of time or the giving of notice or both, would constitute any default or breach by material event of Default thereunder. To the Company or Knowledge of BP Products, no party to any other party Material Contract has exercised any termination rights with respect thereto, except and no such party has given notice of any material dispute with respect to such Material Contract. Except for such breachesAssumed Purchase Orders, defaults, events BP Products has delivered or conditions that would not, individually or in the aggregate, reasonably be expected to be material made available to the Business or the Company. Complete Buyer complete and correct copies of each all written Material Contracts, or, with respect to any Material Contract listed on Schedule 15.1.3.1(C) that is subject to obligations of the Material Contracts confidentiality, will have heretofore been delivered to Purchaser. (c) There are no outstanding powers the Buyer or made available in the Data Room for inspection by the Buyer following the date of attorney executed on behalf this Agreement when the counterparty thereto shall have waived such obligations. Notwithstanding anything to the contrary provided herein, for all purposes of this Agreement, including this Section 15.1.3.2, the Company. (d) Schedule 4.11(d) sets forth (i) a list of each Seller’s 20 largest advertising customers term “Material Contract” shall exclude any Multi-Site Contracts underlying Assumed Purchase Orders and representations made with respect to Assumed Purchase Orders shall apply only to the Business Assumed Purchase Orders and (ii) all “major accounts” not to the related Multi-Site Contracts, except to the extent affecting rights or “national accounts” of ▇▇▇▇obligations with respect to such Assumed Purchase Orders.▇▇▇ as provided under the Legacy Affiliate Agreements, in each case as of the date hereof.

Material Contracts. (a) Schedule 4.11 lists all 2.9(a) of the Disclosure Letter sets forth a true, correct and complete list of each of the following Contracts to which the any Transferred Company is a party as or by which any Transferred Company or any of its Assets may be bound or affected (all such Contracts, together with all of the date hereof:Leases listed in Schedule 2.7(b) of the Disclosure Letter, all of the licenses and other agreements listed in Schedule 2.11(b) of the Disclosure Letter and all of the Contracts listed in Schedule 2.17 of the Disclosure Letter, collectively, the “Material Contracts”): (i) any Contract related providing for aggregate payments to Indebtednessor by any of the Transferred Companies in excess of One Hundred Thousand Dollars ($100,000) during the remainder of the term of such Contract; (ii) any Contract that is a partnership, joint venture, partnership venture or other arrangement involving a sharing of profits involving the Company, other than the LLC Agreementsimilar agreement; (iii) any Contract for containing non‑competition, non‑solicitation or other limitations restricting the acquisitionconduct of the business of any of the Transferred Companies, sale or lease any of properties the Transferred Company’s ability to compete with any Person or assets with a value in excess to solicit the employees or customers of $1 million other than sales of properties or inventories in the Ordinary Course of Businessany Person; (iv) any Contract (A) restricting requiring any right of the Transferred Company to compete pay for products or services, regardless of whether such products or services are received, or to purchase all (or any substantial portion) of its requirements for a particular product or service from a particular Person, or requiring any Transferred Company to conduct business on an exclusive basis with any Person or in any line of business or geographic area or during any period of time or (B) restricting any right of the Company to sell to or purchase from any Person, or that grants the other Person contains a “most favored nation” status provision or exclusivity, other than the Legacy Affiliate Agreementssimilar price protection clause; (v) any Contract sales agency, sales representative, distributorship or group of related Contracts for capital expenditures in excess of $1 million for any single project or related series of projectssimilar Contract; (vi) any Contract with lease or similar arrangement for the use by any customer or advertiser under which the Transferred Company received revenues of personal property involving payments of in excess of Fifty Thousand Dollars ($1 million during the last year50,000) per annum; (vii) any services Contract involving payments constituting, evidencing or providing for or relating to any Debt, including any guarantee by the any Transferred Company in excess of $1 million during the last yearany Debt of any other Person; (viii) any Contract which evidences a “trade” or “barter” transaction in which the Company would receive goods or services from the customer or vendor in exchange for furnishing goods or services after the date granting any Lien with respect to any Asset of this Agreementany Transferred Company; (ix) any Contract providing for material indemnification rights between a Transferred Company, on the one hand, and one or obligations to more of the Sellers or from any Person their respective Affiliates (excluding indemnities contained in agreements for the purchase, sale or license of products or services entered into in the Ordinary Course of Business), other than the LLC AgreementTransferred Companies), on the other hand; (x) other than the Legacy Affiliate Agreement and the LLC Agreement, any Contract with between a Transferred Company and any Seller or any Affiliate of any Seller or any director or officer of the CompanyGovernmental Authority; (xi) all Legacy Affiliation Agreements any Contract that provides for indemnification by any Transferred Company of any Person (other than Legacy Affiliation Agreements between the Company and Purchaser or any of its Newspaper Affiliates) and similar affiliation Contracts for sales of goods and services) or the sale assumption by any Transferred Company of the Company’s products and services with any Person that is not an Affiliate Tax, environmental or other Liability of Purchaser or any Sellerother Person; (xii) any Contract with relating to the acquisition or disposition of any Governmental Entity;Assets or business other than in the Ordinary Course of Business; and (xiii) any other Contract with employees of or consultants currently in effect that is otherwise material to the Company that involves a commitment for annual consideration with a value in excess Transferred Companies or the Assets of $250,000 that cannot be terminated by the Company without liability upon prior notice of 30 days or less; (xiv) any other Contract that involves annual commitments in excess of $1 million that cannot be terminated by the Company without penalty upon prior notice of 30 days or lessTransferred Companies. (b) As of the date hereof, each of the Leases Each Material Contract is in full force and Contracts listed or required to be listed on Schedules 4.11, 4.12, 4.13(e)(1) or 4.13(e)(2) (collectively, the “Material Contracts”) effect and constitutes a valid and legally binding obligation of the applicable Transferred Company (and, to Sellers’ Knowledge, of each other party thereto, enforceable against such Transferred Company and, to Sellers’ Knowledge, each other party thereto, in accordance with its terms, except as such enforceability may be limited by applicable Legal Requirements relating to bankruptcy, insolvency, reorganization, moratorium or other similar Laws Legal Requirements relating to or affecting creditors’ rights generally and by except as such enforceability is subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Lawlaw). None of the Transferred Companies nor, to Sellers’ Knowledge, any other party to any Material Contract is in material breach of or default under any Material Contract, and the execution, delivery and performance by Sellers and the Transferred Companies of this Agreement and the Ancillary Agreements to which Sellers or any of the Transferred Companies is a party, and the consummation of the transactions contemplated hereby and thereby by Sellers and the Transferred Companies, do not and will not, in any material respect, conflict with, result in the modification or cancellation of, or give rise to any right of termination in respect of (with due notice or lapse of time or both) any Material Contract. Sellers have delivered to Purchaser true, correct and complete copies of all Material Contracts. (c) Sellers have delivered to Purchaser true, correct and complete copies of the Release Agreement, effective as of December 23, 2015 (the “Novus Release Agreement”), by and between Novus International, Inc., a Delaware corporation (“Novus”), on the one hand, and the Company, Albion Laboratories and Albion Ingredient Processors, on the other hand. At the Closing, Purchaser will, at the direction of Sellers and the Company, pay to Novus the amount of $1,524,000 in immediately available funds (the “Novus Cash Payment”) pursuant to Section 2(b) of the Novus Release Agreement. The Novus Release Agreement is in full force and effecteffect and to Sellers’ Knowledge, except where constitutes a valid and legally binding obligation of Novus, enforceable against Novus, in accordance with its terms. No Action is pending or threatened that contests, opposes or otherwise challenges the failure to be in full force and effect would not, individually validity or in the aggregate, reasonably be expected to be material to the Business or the Company. To the Knowledge enforceability of the Company, as of the date hereof, no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute any default or breach by the Company or any other party thereto, except for such breaches, defaults, events or conditions that would not, individually or in the aggregate, reasonably be expected to be material to the Business or the Company. Complete and correct copies of each of the Material Contracts have heretofore been delivered to PurchaserNovus Release Agreement. (c) There are no outstanding powers of attorney executed on behalf of the Company. (d) Schedule 4.11(d) sets forth (i) a list of each Seller’s 20 largest advertising customers with respect to the Business and (ii) all “major accounts” or “national accounts” of ▇▇▇▇.▇▇▇ as provided under the Legacy Affiliate Agreements, in each case as of the date hereof.

Material Contracts. (a) Schedule 4.11 lists all Except for this Agreement, as of the following Contracts to which date hereof, neither the Company nor any Subsidiary of the Company is a party as of the date hereofto or is bound by any Contract, arrangement, commitment or understanding: (i) any Contract related that is or would be required to Indebtednessbe filed by the Company as a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Exchange Act); (ii) pursuant to which the Company or any joint ventureof its Subsidiaries received aggregate payments from a customer for the 2016 fiscal year in excess of $10,000,000, partnership or other arrangement involving a sharing including by means of profits involving the Company, other than the LLC Agreementroyalty payments; (iii) pursuant to which the Company or any Contract of its Subsidiaries made aggregate payments to any vendor for the acquisition, sale or lease of properties or assets with a value 2016 fiscal year in excess of $1 million other than sales 5,000,000, including by means of properties or inventories in the Ordinary Course of Businessroyalty payments; (iv) evidencing a capital expenditure or obligation to make any Contract (A) restricting any right capital commitment in an amount in excess of the Company to compete with any Person or in any line of business or geographic area or during any period of time or (B) restricting any right of the Company to sell to or purchase from any Person, or that grants the other Person “most favored nation” status or exclusivity, other than the Legacy Affiliate Agreements$10,000,000; (v) containing covenants binding upon the Company or any Contract of its Subsidiaries that materially restrict the ability of the Company or group any of related Contracts its Subsidiaries (or, at any time after the consummation of the Merger, Parent or any of its Affiliates) to engage in any business or compete in any business or with any Person or operate in any geographic area, where the payments under the Contract, arrangement, commitment or understanding to the Company and any Subsidiary exceeded $10,000,000 for capital expenditures in excess of $1 million for any single project or related series of projectsfiscal year 2016; (vi) any Contract with any customer (x) relating to or advertiser under which evidencing Indebtedness of the Company received revenues in excess or any Subsidiary of $1 million during the last year; (vii) any services Contract involving payments by the Company in excess of $1 million during 5,000,000, or (y) that grants a Lien, other than a Permitted Lien, on any property or asset of the last yearCompany or any of its Subsidiaries that is material to the Company and its Subsidiaries taken as a whole; (vii) that is a license to any Third Party granted by the Company or any Subsidiary of the Company to material Company Intellectual Property Assets, other than licenses granted to customers as ancillary to a sale of products or services; (viii) that is a license of material Third Party Rights granted to the Company or any Contract which evidences a “trade” or “barter” transaction in Subsidiary of the Company pursuant to which the Company would receive goods or services from any Subsidiary made payments during the customer or vendor 2016 fiscal year in exchange for furnishing goods or services after the date excess of this Agreement$2,500,000 (other than licenses to Commercially Available Software); (ix) relating to (A) the acquisition of any Contract providing for material indemnification rights or obligations to or from any Person interest in another entity (excluding indemnities contained in agreements for the purchasewhether by merger, consolidation, recapitalization, share exchange, sale of stock, sale of assets or license otherwise) or (B) the disposition of products any material assets of the Company or services entered into any of its Subsidiaries (other than sales of inventory in the Ordinary Course ordinary course of Businessbusiness), in each case, under which there are any continuing “earn out” or other than contingent payment or indemnification obligations on the LLC Agreementpart of the Company or its Subsidiaries; (x) that involves any material partnership, joint venture or similar arrangement, other than sales agent and co-development agreements in each case entered into in the Legacy Affiliate Agreement and ordinary course of business consistent with past practice, or that prohibits the LLC Agreement, any Contract with any Seller payment of dividends or distributions in respect of the Equity Interests of the Company or any Affiliate of any Seller its Subsidiaries, prohibits the pledging of the capital stock of the Company or any director of its Subsidiaries or officer prohibits the issuance of guarantees by the CompanyCompany or any of its Subsidiaries; (xi) all Legacy Affiliation Agreements (other than Legacy Affiliation Agreements between the Company and Purchaser that is a settlement or any of its Newspaper Affiliates) and similar affiliation Contracts for the sale of the Company’s products and services Contract with any Person that is not an Affiliate of Purchaser or any SellerGovernmental Authority; (xii) any Contract that relates to hedging, factoring, derivatives or similar arrangements other than foreign currency hedging, factoring or other similar transactions conducted in the ordinary course of business consistent with any Governmental Entitypast practices; (xiii) any Contract with employees that would be required to be disclosed by Section 404(a) of or consultants to Regulation S-K under the Company that involves a commitment for annual consideration with a value in excess of $250,000 that cannot be terminated by the Company without liability upon prior notice of 30 days or lessExchange Act; (xiv) that is a lease or sublease (a) for any other Contract that involves annual commitments real property used for manufacturing purposes by the Company or one of its Subsidiaries or (b) of real property requiring payments by the Company or any of its Subsidiaries in excess of $1 million that cannot be terminated by 1,000,000 during any fiscal year; (xv) relating to the co-development of generic drug products with one or more Third Parties, pursuant to which the Company without penalty upon prior notice or one of 30 days its Subsidiaries has agreed to provide (alone or lesstogether with third parties) development services and supply of product, and obtains the benefit of a profit sharing arrangement; (xvi) that is an active Government Contract; and (xvii) that contains any standstill or similar agreement pursuant to which one party has agreed not to acquire assets or securities of another Person, except for any such Contract that is a confidentiality, non-disclosure or similar type of agreement. (b) As Each Contract, arrangement, commitment or understanding of the date hereoftype described above in Section 4.14(a), each of the Leases and Contracts listed whether or required to be listed on Schedules 4.11, 4.12, 4.13(e)(1not set forth in Part 4.14(a) or 4.13(e)(2) (collectively, the “Material Contracts”) constitutes a valid and binding obligation of the Company Disclosure Schedule, is referred to herein as a “Material Contract.” The Company has Made Available to Parent correct and complete copies of all Material Contracts. Except for Material Contracts that have expired or terminated by their terms, all of the Material Contracts are (A) valid, binding and enforceable on the Company or any Subsidiary of the Company, as the case may be, and, to the Knowledge of the Company, each other party thereto, as applicable, and (B) in full force and effect, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or and other similar Laws Applicable Law affecting creditors’ rights generally and by general principles of equity (regardless equity. Neither the Company nor any Subsidiary of whether considered in a proceeding in equity or at Law))the Company has, and is in full force and effect, except where the failure to be in full force and effect would not, individually or in the aggregate, reasonably be expected to be material to the Business or the Company. To the Knowledge of the Company, as of the date hereof, no event has occurred none of the other parties thereto have, violated any provision of, or committed or failed to perform any act, and no event, occurrence, act or condition exists, which with or state of facts exists whichwithout notice, with the passage lapse of time or both would reasonably be expected to constitute a default under the giving provisions of notice or both, would constitute any default or breach by the Company or any other party theretoMaterial Contract, except in each case for such breaches, defaults, events or conditions that would notthose violations and defaults which, individually or in the aggregate, would not reasonably be expected to be material to the Business or the Company. Complete and correct copies of each of the result in a Company Material Contracts have heretofore been delivered to Purchaser. (c) There are no outstanding powers of attorney executed on behalf of the Company. (d) Schedule 4.11(d) sets forth (i) a list of each Seller’s 20 largest advertising customers with respect to the Business and (ii) all “major accounts” or “national accounts” of ▇▇▇▇.▇▇▇ as provided under the Legacy Affiliate AgreementsAdverse Effect and, in each case as of the date hereof, neither the Company nor any Subsidiary of the Company has received written notice of any of the foregoing.

Material Contracts. (a) Except for this Agreement and the Contracts specifically identified in Schedule 4.11 lists all 2.17 of the Company Disclosure Letter (including by reference to the particular clause below), neither the Company nor any Subsidiary is a party to or bound by any of the following Contracts to which the Company is (each a party as of the date hereof:“Material Contract”): (i) any distributor, original equipment manufacturer, reseller, value added reseller, sales, agency or manufacturer’s representative Contract related pursuant to Indebtednesswhich any Person has a right to market, resell or distribute any Company Products (each a “Reseller Agreement”); (ii) any joint venture, partnership or other arrangement involving a sharing of profits involving the Company, other than the LLC Agreement; (iii) any continuing Contract for the acquisition, sale or lease of properties or assets with a value in excess of $1 million other than sales of properties or inventories in the Ordinary Course of Business; (iv) any Contract (A) restricting any right of the Company to compete with any Person or in any line of business or geographic area or during any period of time or (B) restricting any right of the Company to sell to or purchase from any Person, or that grants the other Person “most favored nation” status or exclusivity, other than the Legacy Affiliate Agreements; (v) any Contract or group of related Contracts for capital expenditures in excess of $1 million for any single project or related series of projects; (vi) any Contract with any customer or advertiser under which the Company received revenues in excess of $1 million during the last year; (vii) any services Contract involving payments by the Company in excess of $1 million during the last year; (viii) any Contract which evidences a “trade” or “barter” transaction in which the Company would receive goods or services from the customer or vendor in exchange for furnishing goods or services after the date of this Agreement; (ix) any Contract providing for material indemnification rights or obligations to or from any Person (excluding indemnities contained in agreements for the purchase, sale or license of materials, supplies, equipment, services, software, Intellectual Property or other assets, other than Standard Inbound IP Agreements, Standard Outbound IP Agreements and Contracts listed in Schedule 2.17(a)(ix) or (x) of the Company Disclosure Letter; (iii) any Contract that expires or may be renewed at the option of any Person other than the Company or any Subsidiary so as to expire more than one year after the date of this Agreement other than a Contract which is terminable for any reason by the Company or any Subsidiary within one year after the date of this Agreement and other than Standard Inbound IP Agreements, Standard Outbound IP Agreements and Contracts listed in Schedule 2.17(a)(ix) or (x) of the Company Disclosure Letter and standard “click-through” customer contracts in the ordinary course of business; (iv) any mortgage, promissory note, loan agreement or other Contract for the borrowing of money, any currency exchange, commodities or other hedging, forward, swap or other derivative arrangement, or any leasing transaction of the type required to be capitalized in accordance with GAAP; (v) any Contract providing for capital expenditures in excess of $50,000 in the aggregate; (vi) any Contract limiting the freedom of the Company or any Subsidiary to engage or participate, or compete with any other Person, in any line of business, market or geographic area, or to make use of any Intellectual Property, or any Contract granting most favored nation pricing, exclusive sales, distribution, marketing or other exclusive rights, rights of refusal, rights of first negotiation or similar rights and/or terms to any Person, or any Contract otherwise limiting the right of the Company or any of its Subsidiaries to sell, distribute or manufacture any products or services entered into or to purchase or otherwise obtain any software, components, parts, subassemblies or services; (vii) any Contract pursuant to which the Company or any Subsidiary is a lessor or lessee of any machinery, equipment, motor vehicles, office furniture, fixtures or other personal property involving in excess of $10,000 per annum; (viii) any Contract of guarantee, indemnification, assumption or any similar commitment with respect to, the Ordinary Course Liabilities or indebtedness of Business), any other Person other than Intellectual Property Rights and other indemnities granted by the LLC AgreementCompany or any Subsidiary under Standard Inbound IP Agreements and Standard Outbound IP Agreements; (ix) other than Standard Outbound IP Agreements, all licenses, sublicenses and other Contracts pursuant to which any Person is granted any rights to Company Intellectual Property or pursuant to which the Company or any Subsidiary has agreed to any restriction on the right of the Company or any Subsidiary to use or enforce any Company-Owned Intellectual Property Rights or pursuant to which the Company or any Subsidiary agrees to encumber, transfer or sell rights in or with respect to any Company-Owned Intellectual Property; (x) other than Standard Inbound IP Agreements, all licenses, sublicenses and other Contracts pursuant to which the Legacy Affiliate Agreement and the LLC Agreement, any Contract with any Seller Company or any Affiliate Subsidiary acquired or is granted any rights to Third Party Intellectual Property or pursuant to which the Company or any Subsidiary is granted the right to market, resell or distribute any products, technology or services of any Seller or any director or officer of the CompanyPerson; (xi) all Legacy Affiliation Agreements (any Contract providing for the development of any software, content, technology or Intellectual Property, independently or jointly, by or for the Company or any Subsidiary, other than Legacy Affiliation Agreements between the Company employee invention assignment agreements and Purchaser or any of its Newspaper Affiliates) and similar affiliation Contracts for the sale of consulting agreements with Authors on the Company’s products and services with any Person that is not an Affiliate standard form of Purchaser or any Selleragreement, copies of which have been provided to Acquirer’s counsel; (xii) any Contracts relating to the membership of, or participation by, the Company or any Subsidiary in, or the affiliation of the Company or any Subsidiary with, any industry standards group or association; (xiii) (A) any joint venture Contract, (B) other than Reseller Agreements, any Contract that involves a sharing of revenues, profits, cash flows, expenses or losses with other Persons or (C) any Contract that involves the payment of royalties to any other Person in excess of $50,000 per annum; (xiv) any Company Product warranty, other than standard warranties of Company or any Subsidiary included in the packaging of Company Products and warranties granted under Standard Outbound IP Agreements and Contracts listed in Schedule 2.17(a)(ix) of the Company Disclosure Letter; (xv) any Contract under which the Company or any Subsidiary provides any advice or services, consulting, professional services, software implementation, deployment or development services, or support services to any third party, other than standard technical support services for Company Products; (xvi) any Contract with any investment banker, broker, advisor or similar party retained by the Company, in connection with this Agreement and the transactions contemplated hereby; (xvii) any Contract pursuant to which the Company or any Subsidiary has acquired a business or entity, or material assets of a business or entity, whether by way of merger, consolidation, purchase of stock, purchase of assets, license or otherwise; (xviii) any Contract with any Governmental Entity, any Company Authorization, or any Contract with a government prime contractor, or higher-tier government subcontractor (each a “Government Contract”); (xiiixix) any confidentiality, secrecy or non-disclosure Contract other than any such Contract entered into by the Company or a Subsidiary in the ordinary course of business consistent with past practice; (xx) any settlement agreement; (xxi) any Contract with employees of any labor union or consultants any collective bargaining agreement or similar agreement with its employees; or (xxii) any other Contract not listed in clauses (i) – (xxi) that individually had or has a value or payment obligation to the Company that involves a commitment for annual consideration with a value in excess of $250,000 100,000 over the life of the Contract and that cannot be terminated by is otherwise material to the Company without liability upon prior notice of 30 days or less; (xiv) any other Contract that involves annual commitments in excess of $1 million that cannot be terminated by its Subsidiaries or the Company without penalty upon prior notice of 30 days their respective businesses, operations, financial condition, properties or lessassets. (b) As All Material Contracts are in written form. The Company or the applicable Subsidiary has performed all of the date hereof, each of the Leases and Contracts listed or obligations required to be listed on Schedules 4.11performed by it and is entitled to all benefits under, 4.12and is not alleged to be in default in respect of, 4.13(e)(1) or 4.13(e)(2) (collectively, the “any Material Contracts”) constitutes a valid and binding obligation Contract. Each of the Company (except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Law)), and Material Contracts is in full force and effect, except where subject only to the failure effect, if any, of applicable bankruptcy and other similar laws affecting the rights of creditors generally and rules of law governing specific performance, injunctive relief and other equitable remedies. There exists no default or event of default or event, occurrence, condition or act, with respect to be in full force and effect the Company or any Subsidiary or to the Company’s knowledge, with respect to any other contracting party, which, with the giving of notice, the lapse of time or the happening of any other event or condition, would not, individually or in the aggregate, reasonably be expected to be material to the Business or the Company. To the Knowledge of the Company, as of the date hereof, no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute any (i) become a default or breach by event of default under any Material Contract or (ii) give any third party (A) the right to declare a default or exercise any remedy under any Material Contract, (B) the right to a rebate, chargeback, refund, credit, penalty or change in delivery schedule under any Material Contract, (C) the right to accelerate the maturity or performance of any obligation of the Company or any of its Subsidiaries under any Material Contract, or (D) the right to cancel, terminate or modify any Material Contract. Neither the Company nor any of its Subsidiaries has received any written notice or other party theretocommunication regarding any actual or possible violation or breach of, except default under, or intention to cancel or modify any Material Contract. Neither the Company nor any of its Subsidiaries has any Liability for such breaches, defaults, events or conditions that would not, individually or in the aggregate, reasonably be expected to be material to the Business or the Company. Complete and correct copies renegotiation of each of the Material Contracts have heretofore been delivered to Purchasergovernment Contracts. (c) There are no outstanding powers of attorney executed on behalf of the Company. (d) Schedule 4.11(d) sets forth (i) a list of each Seller’s 20 largest advertising customers with respect to the Business and (ii) all “major accounts” or “national accounts” of ▇▇▇▇.▇▇▇ as provided under the Legacy Affiliate Agreements, in each case as of the date hereof.

Material Contracts. (a) Schedule 4.11 lists 2.16 contains an accurate list as of the date of this Agreement of all the Contracts currently in effect of the following Contracts types to which the Company or a Subsidiary of the Company is a party as or to which any of its assets or properties is subject (the date hereof:“Material Contracts”): (i) any Contract related to Indebtedness; (ii) any joint venture, partnership or other arrangement involving a sharing of profits involving the Company, other than the LLC Agreement; (iii) any Contract for the acquisition, sale or lease of properties or assets with a value in excess of $1 million other than sales of properties or inventories in the Ordinary Course of Business; (iv) any Contract (A) restricting any right of the Company to compete with any Person or in any line of business or geographic area or during any period of time or (B) restricting any right of the Company to sell to or purchase from any Person, or that grants the other Person “most favored nation” status or exclusivity, other than the Legacy Affiliate Agreements; (v) any Contract or group of related Contracts for capital expenditures in excess of $1 million for any single project or related series of projects; (via) any Contract with any customer officer or advertiser under which director of the Company received revenues in excess of $1 million during the last year; (viiother than an agreement with respect to compensation) any services Contract involving payments by the Company in excess of $1 million during the last year; (viii) any Contract which evidences a “trade” or “barter” transaction in which the Company would receive goods or services from the customer or vendor in exchange for furnishing goods or services after the date of this Agreement; (ix) any Contract providing for material indemnification rights or obligations to or from any Person (excluding indemnities contained in agreements for directly or indirectly owning, controlling or holding with power to vote, 5% or more of the purchase, sale or license of products or services entered into in the Ordinary Course of Business), other than the LLC Agreement; (x) other than the Legacy Affiliate Agreement and the LLC Agreement, any Contract with any Seller or any Affiliate of any Seller or any director or officer fully-diluted equity interests of the Company; (xib) all Legacy Affiliation Agreements (other than Legacy Affiliation Agreements between any Contract purporting to restrict or prohibit the Company and Purchaser or any of its Newspaper AffiliatesSubsidiaries from (i) engaging or competing in any business or (ii) engaging or competing in any business in any geographic area; (c) any Contract relating to the incurrence, assumption or guarantee of any Indebtedness in an amount in excess of $15,000,000 or the equivalent thereof individually; (d) any Contract for a joint venture, alliance, partnership or sharing of profits that is material to the operation of the Company and similar affiliation Contracts its Subsidiaries taken as a whole; (e) any Contract that has any ongoing obligations for the sale of any material assets of the Company’s products and services Company or any of its Subsidiaries other than in the ordinary course of business consistent with past practice or for the grant to any Person that is not an Affiliate of Purchaser or any Sellerpreferential rights to purchase any of its material assets; (xiif) any Contract with that has any Governmental Entity;ongoing obligations relating to the acquisition (by merger, purchase of stock or assets or otherwise) by the Company or any of its Subsidiaries of any material operating business or material assets or the capital stock of any other Person; and (xiiig) any Contract with employees of or consultants to under which the Company that involves a commitment for annual consideration with a value or any of its Subsidiaries has made advances or loans in excess of $250,000 that cannot be terminated by 5,000,000 or the equivalent thereof to any other Person other than the Company without liability upon prior notice or any of 30 days its Subsidiaries. Seller has made available to the Purchaser Representative a true, correct and complete copy of each Material Contract, together with all material amendments, modifications or less; (xiv) any other supplements thereto. Each Material Contract that involves annual commitments in excess of $1 million that cannot be terminated by the Company without penalty upon prior notice of 30 days and each Contract with a Material Customer or less. (b) As of the date hereof, each of the Leases and Contracts listed or required to be listed on Schedules 4.11, 4.12, 4.13(e)(1) or 4.13(e)(2) (collectively, the “Material Contracts”) constitutes a Supplier is valid and binding obligation of on the Company (or its applicable Subsidiary and, to the Knowledge of Seller and Visteon, is valid and binding on the other parties thereto, enforceable against each of them in accordance with its terms except in each case as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Law)), and is in full force and effect, except where the failure to be in full force and effect would not, individually or in the aggregate, reasonably be expected to be material to the Business or the Companyhave a Material Adverse Effect. To the Knowledge of the CompanyExcept as set forth on Schedule 2.16, and except as of the date hereof, no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute any default or breach by the Company or any other party thereto, except for such breaches, defaults, events or conditions that would not, individually or in the aggregate, reasonably be expected to be material have a Material Adverse Effect, the Company or its applicable Subsidiary that is a party to the Business Material Contract or a Contract with a Material Customer or Material Supplier and, to the Knowledge of Seller and Visteon, the other parties thereto are not in default or breach under any such Material Contract or Contract with a Material Customer or Material Supplier and no event has occurred that with the lapse of time or the giving of notice or both would constitute a breach or default on the Company, any of its Subsidiaries or any other party thereunder. Complete and correct copies of each of There are no pending claims affecting the Material Contracts have heretofore been delivered to Purchaser. (c) There are no outstanding powers of attorney executed on behalf of the Company. (d) Schedule 4.11(d) sets forth (i) a list of each Seller’s 20 largest advertising customers with respect to the Business and (ii) all “major accounts” or “national accounts” of ▇▇▇▇.▇▇▇ as provided under the Legacy Affiliate Agreements, in each case as of which the date hereofCompany and its Subsidiaries have written notice, except where such default, breach or claim would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Material Contracts. (a) Schedule 4.11 lists all As of the following date of this Agreement, and other than any Contracts to which with Parent or any of its Subsidiaries, neither the Company nor any of its Subsidiaries is a party as of the date hereofto or bound by: (i) any Contract related to Indebtednesslease (A) for real property or (B) for personal property, in the case of this clause (B) providing for annual rental payments in excess of $1,000,000; (ii) any joint venture, partnership Contract (A) resulting in aggregate payments by the Company and its Subsidiaries in excess of $1,000,000 in calendar year 2018 or other arrangement involving a sharing (B) under which the Company or any of profits involving its Subsidiaries is contractually obligated to make payments in excess of $1,000,000 in the Company, other than the LLC Agreementaggregate; (iii) any Contract for (A) resulting in aggregate payments to the acquisition, sale or lease of properties or assets with a value Company and its Subsidiaries in excess of $1 million other than sales 1,000,000 in calendar year 2018 or (B) under which the Company or any of properties or inventories its Subsidiaries is contractually entitled to receive payments in excess of $1,000,000 in the Ordinary Course of Businessaggregate; (iv) any Contract (A) restricting relating to the disposition of any right of the Company to compete with any Person or in any line of business or geographic area or during any period of time or (B) restricting any right of the Company to sell to or purchase from any Person, or that grants the other Person “most favored nation” status or exclusivity, material assets other than the Legacy Affiliate Agreementssale of products or services in the ordinary course of business consistent with past practice (whether by merger, sale of stock, sale of assets or otherwise) by the Company or any of its Subsidiaries; (v) any Contract relating to the acquisition of any business or group assets (whether by merger, sale of related Contracts for capital expenditures stock, sale of assets or otherwise), other than purchases of supplies, inventory and equipment in excess the ordinary course of $1 million for business consistent with past practice, that contains any single project outstanding non-competition, earn-out or related series other contingent payment obligations or any other outstanding material obligation of projectsthe Company or any of its Subsidiaries; (vi) any Contract with relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any customer asset), any guarantees thereof or advertiser under which the granting of any Liens (other than Permitted Liens) over the property or assets of the Company received revenues in excess or any of $1 million during its Subsidiaries, other than Contracts solely among the last yearCompany and its wholly-owned Subsidiaries; (vii) any services Contract involving payments by for the formation of (A) any legal partnership, joint venture or similar arrangement or (B) any other partnership, joint venture, strategic alliance or similar arrangement, in the case of clause (B), that if terminated or not renewed would reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, and in excess of $1 million during the last yeareach case any material Contracts related thereto; (viii) any Contract which evidences a “trade” stockholders’, investors rights’, registration rights or “barter” transaction in which the Company would receive goods similar agreement or services from the customer or vendor in exchange for furnishing goods or services after the date of this Agreementarrangement; (ix) any Contract providing pursuant to which the Company or any of its Subsidiaries grants or is granted any material license, right or immunity (including any covenant not to ▇▇▇) with respect to any Intellectual Property (other than licenses granted to the Company or any of its Subsidiaries for material indemnification rights commercial off-the-shelf software and non-exclusive licenses granted by or obligations to the Company or from any Person (excluding indemnities contained in agreements for the purchase, sale or license of products or services entered into its Subsidiaries in the Ordinary Course ordinary course of Businessbusiness consistent with past practice), other than the LLC Agreement; (x) other than the Legacy Affiliate Agreement and the LLC Agreement, any Contract with any Seller (A) present or former officer or director of the Company or any of its Subsidiaries under which the Company has any continuing obligations (other than indemnification agreements, employment agreements, customary employment documents, Contracts governing equity awards and the Company Stock Plan), (B) beneficial owner of 5% or more of the outstanding Shares or (C) Affiliate or “associate” or any member of the “immediate family” (as such terms are respectively defined in Rules 12b-2 and 16a-1 under the Exchange Act) of any Seller such officer, director, or any director or officer of the Companybeneficial owner; (xi) all Legacy Affiliation Agreements any Contract that includes any material “most favored nation” terms and conditions (other than Legacy Affiliation Agreements between the Company and Purchaser including with respect to pricing) or any of its Newspaper Affiliates) and similar affiliation Contracts for the sale of the Company’s products and services with any Person that is not an Affiliate of Purchaser or any Sellerminimum purchase arrangement; (xii) any Contract containing any provision or covenant that limits the freedom of the Company or any of its Subsidiaries (or that purports, after the Closing, to limit the freedom of Parent or any of its Affiliates) to (A) sell any products or services of or to any other Person or in any geographic region, (B) engage in any line of business or (C) compete with or to obtain products or services from any Governmental EntityPerson or limiting the ability of any Person to provide products or services to the Company or any of its Affiliates, other than Contracts containing customary provisions restricting solicitation of employees and agreements with recruiting agencies pursuant to which such agencies are granted the exclusive right to identify candidates for employment; (xiii) any Contract with employees of or consultants pursuant to which the Company that involves a commitment for annual consideration with a value or any of its Subsidiaries has continuing obligations involving payment of royalties or other amounts calculated based upon any revenues or income of the Company or any of its Subsidiaries, in excess of $250,000 each case that cannot be terminated by the Company or its Subsidiaries without liability upon prior notice of 30 days payment or lesspenalty without more than 60 days’ notice; (xiv) any other Contract that involves annual commitments purports to bind or otherwise impose material obligations on Parent or any of its Affiliates (including as a result of their investment in the Company); (xv) any Contract involving any resolution or settlement of any actual or threatened Proceeding with a value in excess of $1 million 1,000,000 or that canprovides for any material injunctive or other non-monetary relief; (xvi) any material hedging, swap, derivative or similar Contract; (xvii) any labor, collective bargaining agreement or similar Contract; (xviii) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) other than any Company Employee Plan; or (xix) any other Contract not be terminated by made in the ordinary course of business that is material to the Company without penalty upon prior notice of 30 days or lessand the Subsidiaries, taken as a whole. (b) As All Contracts of the type described in Section 4.21(a) are referred to herein as “Material Contracts” (which term, for the avoidance of doubt, includes any Contract that would be a Material Contract if it had been entered into as of the date hereof). Each Material Contract is valid, each of binding and in full force and effect and, to the Leases and Contracts listed Company’s knowledge, enforceable against the other party or required parties thereto in accordance with its terms (subject to be listed on Schedules 4.11, 4.12, 4.13(e)(1) or 4.13(e)(2) (collectively, the “Material Contracts”) constitutes a valid and binding obligation of the Company (except as may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws and other laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Law)equity), and is in full force and effectneither the Company nor any of its Subsidiaries have waived or failed to enforce any rights or benefits under any Material Contract. Neither the Company nor any of its Subsidiaries, except where the failure to be in full force and effect would notnor, individually or in the aggregate, reasonably be expected to be material to the Business Company’s knowledge, any other party to a Material Contract, has breached or the Company. To the Knowledge of the Companyviolated any provision of, as of the date hereof, no event has occurred and no condition or state of facts exists taken or failed to take any act which, with the passage or without notice, lapse of time or the giving of notice time, or both, would constitute a default under the provisions of such Material Contract, or would give to any default Third Party any right of termination, amendment or breach by cancellation of any Material Contract or any license thereunder, and neither the Company nor any of its Subsidiaries has received written notice that it has breached, violated or defaulted under any other party thereto, except for such breaches, defaults, events or conditions that would not, individually or in the aggregate, reasonably be expected to be material to the Business or the Company. Complete and correct copies of each of the Material Contracts have heretofore been delivered to PurchaserContract. (c) There are no outstanding powers of attorney executed on behalf of the Company. (d) Schedule 4.11(d) sets forth (i) a list of each Seller’s 20 largest advertising customers with respect to the Business and (ii) all “major accounts” or “national accounts” of ▇▇▇▇.▇▇▇ as provided under the Legacy Affiliate Agreements, in each case as of the date hereof.

Material Contracts. (a) Section 3.17(a) of the DC Contributors Disclosure Schedule 4.11 lists all each of the following Contracts to which of the Company is a party and the Company Subsidiaries as of the date hereof: (i) any Contract related to Indebtednessall Contracts with independent contractors or consultants involving the payment by the Company or the Company Subsidiaries of more than $5 million annually that are not cancelable without penalty or further payment and without more than ninety (90) days’ notice; (ii) any joint ventureemployment, partnership severance, change in control, consulting or other arrangement involving similar Contract requiring payment by the Company or any Company Subsidiary of a sharing base annual compensation in excess of profits involving the Company, other than the LLC Agreement$500,000; (iii) any Contract all Contracts for the acquisitionpurchase or sale of materials, sale supplies, equipment or lease of properties or assets with a value in excess of $1 million services (other than sales purchase orders), or the lease, sublease or license of properties real property (whether as lessor, sublessor, lessee, sublessee, licensor, or inventories licensee), involving payment by or to the Company or the Company Subsidiaries of more than $10 million annually (in the Ordinary Course case of Businessa lease, sublease or license of real property, based on 2007 base rent); (iv) all Finance Agreements under which any Financial Services Company expects to receive revenue in excess of $25 million annually; (v) all Contracts related to Securitization Transactions or Derivative Transactions that are material to the Industrial Business or the Financial Services Business; (vi) all Contracts relating to Indebtedness, in each case having an outstanding principal amount in excess of $50 million, and all Contracts relating to Contingent Obligations, in each case having an amount in excess of $50 million; (vii) all Contracts with any Governmental Authority involving total annual payments in excess of $10 million; (viii) all material Company IP Agreements and all material Company IT Agreements; (ix) any Contract or Governmental Order containing (Ax) restricting a covenant not to compete or (y) any right other restriction, in each case that materially impairs the ability of the Company, the Industrial Companies, the Financial Services Companies, or any Affiliates of the Company to compete with any Person or engage in any line of business or geographic area to compete with any Person, other than joint venture agreements to the extent disclosed in Section 3.17(a) of the DC Contributors Disclosure Schedule; (x) any joint venture agreement, strategic alliance agreement, partnership agreement, limited liability company agreement, stockholders agreement or during voting agreement or other similar co-ownership or joint management agreement involving a sharing of profits, losses, costs or liabilities by the Company or any period of time Company Subsidiary with any other Person (other than the Company or (Bany Company Subsidiary) restricting or relating to any right ownership or equity interest of the Company to sell to or purchase from any Person, or that grants the Company Subsidiary in any other Person “most favored nation” status or exclusivity, (other than the Legacy Affiliate Agreements; Company or any Company Subsidiary), in each case that is (vx) any Contract material to the Financial Services Business or group of related Contracts for capital expenditures in excess of $1 million for any single project the Industrial Business or related series of projects; (viy) any Contract with any customer or advertiser under which the Company received revenues in excess of $1 million during the last year; (vii) any services Contract involving payments by reasonably expects the Company in excess of $1 million during the last year; (viii) any Contract which evidences a “trade” or “barter” transaction in which and the Company would receive goods or services from Subsidiaries to be required to make payments exceeding $10 million in the customer or vendor in exchange for furnishing goods or services aggregate after the date of this Agreement; (ixxi) any Affiliate Contract providing for material indemnification rights (or obligations series of related Affiliate Contracts) (other than purchase orders) involving payment by or to the Company and the Company Subsidiaries of more than $10 million annually; (xii) any Intercompany Contract (or from any Person series of related Intercompany Contracts) (excluding indemnities contained in agreements for other than purchase orders) involving payment by or to the purchase, sale Financial Services Companies or license the Industrial Companies of products more than $10 million annually; (xiii) all Contracts (other than purchase orders) between (A) either of the DC Contributors or services entered into in an Affiliate of either of the Ordinary Course of Business), DC Contributors (other than the LLC Agreement; (x) other than the Legacy Affiliate Agreement and the LLC Agreement, any Contract with any Seller Company or any Affiliate of any Seller or any director or officer of Company Subsidiary), on the Company; (xi) all Legacy Affiliation Agreements (other than Legacy Affiliation Agreements between the Company one hand, and Purchaser or any of its Newspaper Affiliates) and similar affiliation Contracts for the sale of the Company’s products and services with any a Person that is not an Affiliate of Purchaser or any Seller; (xii) any Contract with any Governmental Entity; (xiii) any Contract with employees either of or consultants to the DC Contributors, on the other hand, of which the Company that involves or a commitment Company Subsidiary is a beneficiary for annual consideration with a value an amount in excess of $250,000 that cannot be terminated by 10 million annually, and (B) the Company without liability upon prior notice or a Company Subsidiary, on the one hand, and a Person that is not an Affiliate of 30 days either of the DC Contributors, on the other hand, of which either of the DC Contributors or lessan Affiliate of either of the DC Contributors (other than the Company or any Company Subsidiary) is a beneficiary for an amount in excess of $10 million annually; (xiv) any other Contract Contract, or group of related Contracts (other than purchase orders) that involves annual commitments is or would be required to be filed by any of the Company, the Industrial Companies and the Financial Services Companies with the SEC as a “material contract” (as such term is defined in excess Item 601(b)(10) of $1 million that cannot be terminated Regulation S-K promulgated by the Company without penalty upon prior notice SEC), if such Person had securities registered under the Exchange Act; (xv) any (A) reinsurance or retrocessional agreement, either ceded or assumed, with reinsurance balances of 30 days greater than $5 million, (B) managing general agency agreement, (C) insurance or lessreinsurance pooling agreement, including any agreement relating to an assigned risk pool, in each case to which the Insurance Subsidiary is a party, and (D) any material agreement of the Insurance Subsidiary with any insurance agent, broker or producer; and (xvi) any outstanding written commitment to enter into any Contract of the type described in subsections (i) through (xv) of this Section 3.17. (b) As The DC Contributors have delivered to, or made available for inspection by, the Investor true, correct and complete copies of each Contract set forth in Section 3.17(a) of the date hereof, each of the Leases and DC Contributors Disclosure Schedule (or required by Section 3.17(a) to be set forth thereon) (all such Contracts listed or required to be listed in Section 3.17(a) of the DC Contributors Disclosure Schedule, together with any such Contracts entered into after the date of this Agreement that would have been required to be listed in Section 3.17(a) of the DC Contributors Disclosure Schedule had such Contracts been entered into on Schedules 4.11or prior to the date of this Agreement, 4.12, 4.13(e)(1) or 4.13(e)(2) (collectively, the “Material Company Contracts”). (c) constitutes Except as set forth in Section 3.17(c) of the DC Contributors Disclosure Schedule, each Company Contract entered into on or prior to the date of the Agreement (i) is a valid and binding obligation of the Company (except as may be limited by or a Company Subsidiary that is a party thereto, enforceable against such Person in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws laws affecting creditors’ rights generally and by subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity or at Law)equity), (ii) to the DC Contributors’ Knowledge, is a valid and binding obligation of each other party thereto, enforceable against each such other party in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity), (iii) is in full force and effect, and (iv) upon consummation of the transactions contemplated by this Agreement, except where to the failure extent that any consents with respect to be such Company Contract set forth in Section 3.04 of the DC Contributors Disclosure Schedule are not obtained, shall continue in full force and effect without material penalty or other materially adverse consequence. (d) Except as set forth in Section 3.17(d) of the DC Contributors Disclosure Schedule and except as would notnot result in a Company Material Adverse Effect, individually each of the Company and the Company Subsidiaries that is a party to a Company Contract has in all material respects performed, or is now performing in the aggregateall material respects, reasonably be expected to be material its obligations under such Company Contract, and has not and, to the Business or the Company. To the Knowledge DC Contributors’ Knowledge, none of the Companyother parties thereto has, as of the date hereofviolated any provision of, or committed or failed to perform any action, and no event has occurred or condition exists, that would constitute a default under such Company Contract (and no condition or state of facts exists which, would not be with the passage lapse of time or the giving of notice or bothbe in default), would constitute any default or breach by the Company or and has not received from any other party theretothereto any notice of such party’s intention to cancel, except for such breaches, defaults, events terminate or conditions that would not, individually or in the aggregate, reasonably be expected fail to be material to the Business or the Company. Complete and correct copies of each of the Material Contracts have heretofore been delivered to Purchaserrenew any Company Contract. (c) There are no outstanding powers of attorney executed on behalf of the Company. (d) Schedule 4.11(d) sets forth (i) a list of each Seller’s 20 largest advertising customers with respect to the Business and (ii) all “major accounts” or “national accounts” of ▇▇▇▇.▇▇▇ as provided under the Legacy Affiliate Agreements, in each case as of the date hereof.

Material Contracts. (a) Schedule 4.11 lists all Except as set forth in Section 4.17 of the following Contracts to which the Disclosure Schedule, no Acquired Company is a party as of the date hereofto: (i) any Contract related that limits, or purports to Indebtedness; (ii) any joint venturelimit, partnership or other arrangement involving a sharing the ability of profits involving the Company, other than the LLC Agreement; (iii) any Contract for the acquisition, sale or lease of properties or assets with a value in excess of $1 million other than sales of properties or inventories in the Ordinary Course of Business; (iv) any Contract (A) restricting any right of the such Acquired Company to compete in any line of business or with any Person or in any line of business or geographic area or during any period of time time, or (B) restricting any that restricts the right of the such Acquired Company to sell to or purchase from any Person, or that grants the other Person party or any third person “most favored nation” status or exclusivityany type of special discount rights, or that grants exclusive rights to a third party; (ii) any Contract relating to or evidencing Indebtedness; (iii) any redemption or purchase agreements or other than agreements affecting or relating to the Legacy Affiliate Agreementscapital stock of any Acquired Company, including, without limitation, any agreement with any stockholder of the Company which includes registration rights, voting arrangements, operating covenants or similar provisions; (iv) any pension, profit sharing, retirement or equity incentive plans; (v) any Contract joint venture or group partnership agreement or other agreement which involves a sharing of related Contracts for capital expenditures in excess of $1 million for revenues, profits, losses, costs or liabilities by any single project or related series of projectsAcquired Company with any other Person (other than another Acquired Company); (vi) any employment Contract with any customer or advertiser under which the Company received revenues in excess that involves payment of $1 million during the last yearseverance; (vii) any services Contract involving payments by for the Company in excess purchase of $1 million during any debt or equity security or other ownership interest of any Person, or for the last year;issuance of any debt or equity security or other ownership interest, or the conversion of any obligation, instrument or security into debt or equity securities or other ownership interests of, any Acquired Company; or (viii) any Contract which evidences a “trade” other Contract, whether or “barter” transaction in which the Company would receive goods or services from the customer or vendor in exchange for furnishing goods or services after the date of this Agreement; (ix) any Contract providing for material indemnification rights or obligations to or from any Person (excluding indemnities contained in agreements for the purchase, sale or license of products or services entered into not made in the Ordinary Course ordinary course of Business)business, other than the LLC Agreement; (x) other than the Legacy Affiliate Agreement and the LLC Agreement, any Contract with any Seller or any Affiliate of any Seller or any director or officer of the Company; (xi) all Legacy Affiliation Agreements (other than Legacy Affiliation Agreements between the Company and Purchaser or any of its Newspaper Affiliates) and similar affiliation Contracts for the sale of the Company’s products and services with any Person that is not includes an Affiliate of Purchaser or any Seller; (xii) any Contract with any Governmental Entity; (xiii) any Contract with employees of or consultants to the Company that involves a commitment for annual consideration with a contract value in excess of $250,000 that cannot be terminated by the Company without liability upon prior notice of 30 days or less; (xiv) any other Contract that involves annual commitments in excess of $1 million that cannot be terminated by the Company without penalty upon prior notice of 30 days or less50,000. (b) As Each of the date hereof, each contracts set forth in Section 4.17 of the Leases and Contracts listed or required to be listed on Schedules 4.11, 4.12, 4.13(e)(1) or 4.13(e)(2) Disclosure Schedule (collectively, the “Material Contracts”) constitutes a is in full force and effect and is the legal, valid and binding obligation of the Company (applicable Acquired Company, enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or and similar Laws laws affecting creditors’ rights generally and by general equitable principles of equity (regardless of whether considered enforcement is sought in a proceeding in equity or at Law)), and is in full force and effect, except where the failure to be in full force and effect would not, individually Law or in the aggregate, reasonably be expected equity). The Company has made available or delivered to be material to the Business or the Company. To the Knowledge of the Company, as of the date hereof, no event has occurred Buyer true and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute any default or breach by the Company or any other party thereto, except for such breaches, defaults, events or conditions that would not, individually or in the aggregate, reasonably be expected to be material to the Business or the Company. Complete and correct complete copies of each of the all written Material Contracts have heretofore been delivered to PurchaserContracts. (c) There are no outstanding powers of attorney executed on behalf of the Company. (d) Schedule 4.11(d) sets forth (i) a list of each Seller’s 20 largest advertising customers with respect to the Business and (ii) all “major accounts” or “national accounts” of ▇▇▇▇.▇▇▇ as provided under the Legacy Affiliate Agreements, in each case as of the date hereof.

Material Contracts. (a) Schedule 4.11 lists 6.12 sets forth all of the following Contracts to which the Company or any of its Subsidiaries is a party as or by which any of them is bound (each a "Material Contract" and, collectively, the date hereof:"Material Contracts"): (i) any Contract related relating to Indebtedness, or the guaranty of any liability or obligation of any Person other than a Subsidiary of the Company; (ii) relating to commitments by the Company or any of its Subsidiaries to make payments in excess of $500,000 per annum, or $1,000,000 over the life of such Contract, for Contracts between the Company or any of its Subsidiaries and any Person; (iii) relating to the employment or compensation of any former or current director or officer of the Company or any of its Subsidiaries; provided that, with respect to former directors or officers, only those Contracts which have continuing obligations of the Company or any of its Subsidiaries as of the date hereof are required to be set forth on Schedule 6.12; (iv) relating to the sale or other disposition of any material assets, properties or rights since December 31, 2003, other than with respect to obsolete equipment no longer used by the Company or its Subsidiaries; (v) relating to the lease or similar arrangement of any machinery, equipment, motor vehicles, furniture, fixture or similar property relating to commitments in excess of $500,000 per annum, or $1,000,000 over the life of such lease or similar arrangement, to any Person; (vi) to which any Governmental Body is a party in excess of $500,000 per annum or $1,000,000 over the life of such Contract; (vii) that contains non-competition provisions that restrict the operation of the Company or any of its Subsidiaries anywhere in the world; (viii) pursuant to which the Company or any of its Subsidiaries is or may be obligated to make payments to any Person, contingent or otherwise, on account of or arising out of prior acquisitions or sales of businesses, assets or stock of other Persons; (ix) providing for indemnification of any Person with respect to Liabilities arising out of the purchase or sale by the Company or any of its Subsidiaries of any business; (x) a power of attorney (other than a power of attorney given in the Ordinary Course of Business with respect to routine Tax matters); (xi) relating to currency exchange, interest rate exchange, commodity exchange or similar transactions; (xii) relating to any joint venture, partnership or other arrangement involving a sharing of profits involving the Company, other than the LLC Agreement; (iii) any Contract for the acquisition, sale or lease of properties or assets with a value in excess of $1 million other than sales of properties or inventories in the Ordinary Course of Business; (iv) any Contract (A) restricting any right of the Company to compete with any Person or in any line of business or geographic area or during any period of time or (B) restricting any right of the Company to sell to or purchase from any Person, or that grants the other Person “most favored nation” status or exclusivity, other than the Legacy Affiliate Agreements; (v) any Contract or group of related Contracts for capital expenditures in excess of $1 million for any single project or related series of projects; (vi) any Contract with any customer or advertiser under which the Company received revenues in excess of $1 million during the last year; (vii) any services Contract involving payments by the Company in excess of $1 million during the last year; (viii) any Contract which evidences a “trade” or “barter” transaction in which the Company would receive goods or services from the customer or vendor in exchange for furnishing goods or services after the date of this Agreement; (ix) any Contract providing for material indemnification rights or obligations to or from any Person (excluding indemnities contained in agreements for the purchase, sale or license of products or services entered into in the Ordinary Course of Business), other than the LLC Agreement; (x) other than the Legacy Affiliate Agreement and the LLC Agreement, any Contract with any Seller or any Affiliate of any Seller or any director or officer of the Company; (xi) all Legacy Affiliation Agreements (other than Legacy Affiliation Agreements between the Company and Purchaser or any of its Newspaper Affiliates) and similar affiliation Contracts for the sale of the Company’s products and services with any Person that is not an Affiliate of Purchaser or any Seller; (xii) any Contract with any Governmental Entityarrangement; (xiii) providing for the services of any dealer, distributor, sales representative, franchisee or similar representative requiring payment or receipt over the life of such Contract with employees of or consultants to the Company that involves a commitment for annual consideration with a value in excess of $250,000 that cannot be terminated 200,000 by the Company without liability upon prior notice or any of 30 days or less;its Subsidiaries; and (xiv) that are or are required to be set forth on Schedule 6.11(b)(i), 6.11(b)(ii) and 6.11(c); provided, however, that "life of the Contract" when used in this Section 6.12(a) means the stated term of such Contract contained in such Contract without regard to any other Contract that involves annual commitments in excess automatic renewal of $1 million that cannot be terminated by the Company without penalty upon prior notice of 30 days or lesssuch Contract. (b) As of the date hereof, each of the Leases and Contracts listed or required to be listed on Schedules 4.11, 4.12, 4.13(e)(1) or 4.13(e)(2) (collectively, the “Material Contracts”) constitutes a valid and binding obligation of the Company (except Except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered set forth in a proceeding in equity or at Law)Schedule 6.12(b), all Material Contracts are valid, binding and is in full force and effect, except where the failure to be in full force and effect would notand are enforceable by the Company or the applicable Subsidiary of the Company in accordance with their terms, except for such failures to be valid, binding, in full force and effect or enforceable that, individually or in the aggregate, reasonably be expected would not have a Material Adverse Effect. Except as set forth in Schedule 6.12(b), the Company or the applicable Subsidiary of the Company has performed all material obligations required to be material performed by it to date under the Business Material Contracts, and it is not (with or without the lapse of time or the Company. To giving of notice, or both) in breach or default in any material respect thereunder and, to the Knowledge of the Company, as of no other party to any Material Contract is (with or without the date hereof, no event has occurred and no condition or state of facts exists which, with the passage lapse of time or the giving of notice notice, or both, would constitute ) in breach or default in any default or breach by the Company or any other party theretomaterial respect thereunder, except for such breachesnoncompliance, defaults, events or conditions that would notbreaches and defaults that, individually or in the aggregate, reasonably be expected would not have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries has, except as disclosed in Schedule 6.12(b), received any notice of the intention of any Person to be material to the Business or the Companyterminate any Material Contract. Complete and correct copies of each all Material Contracts, together with all modifications and amendments thereto substantially changing the business terms of the Material Contracts such Contracts, have heretofore been delivered made available to PurchaserParent. (c) There are no outstanding powers of attorney executed on behalf of the Company. (d) Schedule 4.11(d) sets forth (i) a list of each Seller’s 20 largest advertising customers with respect to the Business and (ii) all “major accounts” or “national accounts” of ▇▇▇▇.▇▇▇ as provided under the Legacy Affiliate Agreements, in each case as of the date hereof.

Material Contracts. (a) Schedule 4.11 lists all 5.17(a) sets forth each of the following Contracts to which (and in the Company is a party as case of an oral Contract, the date hereof:material terms of such Contract) included in the Stoneville Package (collectively, the “Material Contracts”): (i) Contracts with any Contract related to Indebtednessstockholders or any current or former officer, director or employee of the Company or DSTC or any Affiliate of the Company or the Seller (other than DSTC); (ii) Contracts or collective bargaining agreements with any joint venture, partnership labor union or other arrangement involving a sharing association representing any employee of profits involving the Company, other than Business or of the LLC AgreementCompany or DSTC; (iii) any Contract Contracts for the acquisitionpurchase, sale or lease of properties or assets with a value real property for an acquisition price in excess of $1 million 125,000 or annual lease rate in excess of $75,000; (iv) Contracts for the sale, after August 31, 2006, of any of the assets of the Business or of the Company or DSTC for consideration in excess of $150,000, other than sales the sale of properties or inventories products in the Ordinary Course of Business; (ivv) Contracts relating to the acquisition by the Business or the Company or DSTC of any Contract operating business or the capital stock of any other Person, in each case for consideration in excess of $150,000; (Avi) restricting Contracts evidencing the incurrence or the Guarantee of Indebtedness or off balance sheet obligations and Liabilities, or the granting of Liens on any right assets of the Business or of the Company or DSTC or the making of any loans by the Company or DSTC, in any such case in excess of $125,000; (vii) Contracts containing covenants materially limiting the freedom of the Business or the Company or DSTC to compete with any Person or in any line of business or with any Person in any geographic area or during market or which would, by their terms, in any period of time or (B) restricting way restrict any right other Affiliates of the Company; (viii) Contracts obligating the Company to sell to or purchase from any PersonDSTC for the future or ongoing purchase, maintenance or acquisition, or that grants the sale or furnishing, of materials, supplies, merchandise or equipment (including computer hardware or software or other property or services), other than in the Ordinary Course of Business; (ix) Contracts granting to any Person a first refusal, first offer or similar preferential right to purchase or acquire any right, asset or property of the Business or the Company or DSTC; (x) Contracts containing a “most favored nation” status pricing agreement, special warranties, agreements to take back or exclusivityexchange goods, other than the Legacy Affiliate Agreements; (v) any Contract consignment arrangements or group of related Contracts for capital expenditures in excess of $1 million for any single project or related series of projects; (vi) any Contract similar understandings with any customer or advertiser under supplier which the Company received revenues in excess of $1 million during the last yearare not made available to all other customers or suppliers; (viixi) Contracts involving a retailer, distributor, sales representative, broker or advertising arrangement that by its express terms is not terminable by the Business or the Company or DSTC at will or by giving notice of 30 days or less, without liability; (xii) Contracts establishing a joint venture or partnership or involving the sharing of any services Contract involving payments amount of profits, losses, costs or liability of the Business or by the Company in excess of $1 million during the last yearor DSTC with any other Person; (viiixiii) consultant Contracts and Contracts involving management services, support services or any Contract which evidences a “trade” or “barter” transaction in which the Company would receive goods or other similar services from the customer or vendor in exchange for furnishing goods or services after the date of this Agreement; (ix) any Contract providing for material indemnification rights or obligations to or from any Person (excluding indemnities contained in agreements for the purchase, sale or license of products or services not entered into in the Ordinary Course of Business), other than the LLC Agreement; (x) other than the Legacy Affiliate Agreement and the LLC Agreement, any Contract with any Seller or any Affiliate of any Seller or any director or officer of the Company; (xi) all Legacy Affiliation Agreements (other than Legacy Affiliation Agreements between the Company and Purchaser or any of its Newspaper Affiliates) and similar affiliation Contracts for the sale of the Company’s products and services with any Person that is not an Affiliate of Purchaser or any Seller; (xii) any Contract with any Governmental Entity; (xiii) any Contract with employees of or consultants to the Company that involves a commitment for annual consideration with a value in excess of $250,000 that cannot be terminated by the Company without liability upon prior notice of 30 days or less; (xiv) Contracts relating to the acquisition or divestiture of cotton germplasm, cotton traits, cotton varieties, cotton lines or cotton breeding populations or rights to cotton germplasm, cotton traits, cotton varieties, cotton lines or cotton breeding populations for the products of the Business, the Company or DSTC, including any such products which are currently planned for production; (xv) Contracts granting a power of attorney to any Person authorizing such Person to take any actions which could materially affect the operations of the Business or the financial condition of the Company or DSTC; (xvi) Contracts containing any change-in-control, assignment, default or other similar provisions that may be implicated by the transactions contemplated by this Agreement; and (xvii) any other Contract that involves annual commitments Contracts which require the expenditure of more than $125,000 in excess of $1 million that cannot be terminated the aggregate or require performance by the Company or DSTC more than one year from the date hereof that, in either case, are not terminable by the Company or DSTC at will or upon giving 90 days’ or less notice without penalty upon prior notice of 30 days or lessliability. (b) As The Seller has made available to Purchaser true, correct and complete copies of each Material Contract, except for amendments and schedules not in the Seller’s, the Company’s or DSTC’s possession, which are not material. None of the date hereofSeller, each the Company nor DSTC is in default under any Material Contract, and to the Knowledge of the Leases and Contracts listed Seller, no event has occurred that with notice or required to be listed on Schedules 4.11lapse of time, 4.12or both, 4.13(e)(1) or 4.13(e)(2) (collectivelywould constitute a default by the Seller, the “Company and DSTC under any Material Contracts”) constitutes Contract. Each of the Material Contracts is a valid valid, binding and enforceable obligation of the Seller, the Company or DSTC party thereto and will be a valid, binding and enforceable obligation of the Company (except as may be limited by applicable bankruptcyor DSTC party thereto immediately following the Closing, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Law)), and is in full force and effect, except where the failure to be in full force and effect would not, individually or in the aggregate, reasonably be expected to be material subject to the Business or the CompanyGeneral Enforceability Exceptions. To the Knowledge of the CompanySeller, as of the date hereof, no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute any default or breach by the Company or any other party thereto, except for such breaches, defaults, events or conditions that would not, individually or in the aggregate, reasonably be expected to be material to the Business or the Company. Complete and correct copies of each of the Material Contracts have heretofore been delivered is a valid, binding and enforceable obligation on the other parties thereto, subject to Purchaser. (c) There are the General Enforceability Exceptions. Neither the Seller, nor the Company or DSTC has released any of its rights under any Material Contract, and no outstanding powers of attorney executed on behalf party to a Material Contract has repudiated any of the Company. (d) Schedule 4.11(d) sets forth (i) a list of each Seller’s 20 largest advertising customers with respect terms thereof or, to the Business and (ii) all “major accounts” or “national accounts” of ▇▇▇▇.▇▇▇ as provided under the Legacy Affiliate Agreements, in each case as Knowledge of the date hereofSeller, threatened to terminate, cancel or not renew any Material Contract.

Material Contracts. (a) Section 4.11 of the Company Disclosure Schedule 4.11 lists sets forth a true, complete and correct list of all of the following Contracts to which the Company or any Subsidiary is a party or is bound or has any Liabilities as of the date hereof:of this Agreement except for any Insurance Contract, Reinsurance Contract (other than each Contract as set forth under Section 4.11(s)), Contract with any Producer (other than each Contract as set forth under Section 4.11(n)) and any Plans (the Contracts listed on Section 4.11 of the Company Disclosure Schedule, and the Contracts required to be so listed, the “Material Contracts”): (ia) any Contract related to Indebtedness; (ii) any exclusive of immaterial retrospective credit commission and reinsurance arrangements in the ordinary course of business, each material joint venture, material limited partnership agreement or other arrangement partnership agreement or similar material Contract involving a sharing of profits involving profits, losses, costs or Liabilities by the Company, Group Companies with any other Person (other than the LLC Agreementsolely among Group Companies); (iiib) each Contract that (i) is not cancelable by the Company or a Subsidiary on notice of 30 or fewer days without payment by the Company or any Contract for Subsidiary and (ii) involves payments or expected payments to or by the acquisition, sale Company or lease of properties or assets with a value any Subsidiary in excess of one million U.S. dollars ($1 million other than sales of properties or inventories 1,000,000) in the Ordinary Course of Business; aggregate in the twelve (iv12) any Contract (A) restricting any right of the Company to compete with any Person or in any line of business or geographic area or during any period of time or (B) restricting any right of the Company to sell to or purchase from any Person, or that grants the other Person “most favored nation” status or exclusivity, other than the Legacy Affiliate Agreements; (v) any Contract or group of related Contracts for capital expenditures in excess of $1 million for any single project or related series of projects; (vi) any Contract with any customer or advertiser under which the Company received revenues in excess of $1 million during the last year; (vii) any services Contract involving payments by the Company in excess of $1 million during the last year; (viii) any Contract which evidences a “trade” or “barter” transaction in which the Company would receive goods or services from the customer or vendor in exchange for furnishing goods or services after months immediately preceding the date of this Agreement; (ixc) each Contract in respect of Indebtedness of the Company or any Contract providing Subsidiary or any Indebtedness for material indemnification rights or obligations to or from any Person which the Company is liable in an amount in excess of five hundred thousand U.S. dollars (excluding indemnities contained in agreements for the purchase, sale or license of products or services entered into in the Ordinary Course of Business$500,000), other than any Indebtedness owed by the LLC Company or any Subsidiary to the Company or any other Subsidiary; (d) each Contract with respect to any future disposition or granting of a right of first refusal or first negotiation with respect to the sale of any of the Equity Interests of the Company or any Subsidiary (or rights thereto); (e) each (i) Contract for the sale of any material assets (whether by merger, sale of stock, sale of assets or otherwise) or the acquisition of any Person, or any business division or material assets thereof, outside of the ordinary course of business, in each case involving unsatisfied payments in excess of five hundred thousand U.S. dollars ($500,000) or that have obligations ongoing with respect to an unsatisfied “earn out,” contingent purchase price or similar contingent payment obligations or under which there are material restrictions on the counterparties involved in such transaction or (ii) transition services agreement or other Contract for the provision of transition services entered into (A) in connection with a Contract described in clause (i) hereof or (B) pursuant to which the counterparty has material ongoing obligations to provide transition services; (f) each Contract for the grant to any Person of any preferential rights to purchase any of its assets or Equity Interests, including any right of first refusal, right of first offer or similar covenant (whether by merger, sale of stock, sale of assets or otherwise), other than in the ordinary course of business involving amounts not exceeding five hundred thousand U.S. dollars ($500,000); (g) each Contract (i) pursuant to which the Company or any Subsidiary grants to a third party an exclusive license to Owned IP or (ii) pursuant to which a third party licenses any Intellectual Property rights to the Company or any Subsidiary, in each case other than Incidental Licenses; (h) each Contract that creates a Lien (other than a Permitted Lien) over any of the Company Shares or any other material assets or properties of the Company or any Subsidiary; (i) each Contract containing (A) a provision that materially restricts the Company or any Subsidiary from competing in any line of business with any Person, or in any geographical area or offering or selling any product or service to any Person or class of Persons, (B) “most favored nations” pricing terms or any right of first offer or right of first refusal, exclusivity or any similar requirement and (C) material restrictions on engaging, retaining or employing service providers that have a material impact on the Group Companies, taken as a whole; (j) each Contract entered into by the Company or any Subsidiary for the settlement of any Litigation (other than individual claims in the ordinary course of business under Insurance Contracts within applicable policy limits) or that settles any Litigation involving a Group Company and contains ongoing material obligations or Liabilities of or restrictions placed on the Group Companies or the business, in each case, that has not been satisfied or discharged in full (other than a release of claims) (i) is with a Governmental Authority or (ii) (A) has not been satisfied or discharged in full (other than a release of claims) and (B) either involves non-monetary obligations or involves an outstanding amount in excess of five hundred thousand U.S. dollars ($500,000) individually or one million U.S. dollars ($1,000,000) in the aggregate taking into account all such Contracts; (k) each Contract that restricts the ability of the Company or any of its Subsidiaries from (i) paying dividends or making any other distributions in respect of any capital stock or other Equity Interests of such Person, or paying indebtedness for borrowed money owed to any Person, (ii) making loans or advances to, or other investments in, any of its Affiliates, or (iii) transferring any of its assets to any of its Affiliates; (l) each Contract entered into by the Company or any Subsidiary, on the one hand, and Company Parent or WP Investor (or any of their respective Affiliates other than the Company and the Subsidiaries), on the other hand, and each Contract reflecting an Affiliate Transaction including each Contract with an Excepted Related Party (each, an “Affiliate Agreement”); (m) each material Contract with any Governmental Authority; (n) each Contract with the Top Distribution Partners and Top Suppliers disclosed pursuant to Section 4.26; (o) each Real Property Lease, Contract relating to the acquisition or disposition of real property, or other Contract (other than in respective of Investment Assets for immaterial amounts) that, in each case, (i) provides for the ownership of, leasing of, title to, use of, or any leasehold or other interest in any real or personal property and (ii) involves annual payments in excess of one million U.S. dollars ($1,000,000); (p) each Contract requiring capital expenditures after the date of this Agreement in an annual amount in excess of five hundred thousand U.S. dollars ($500,000); (q) each employment, advisory, consulting, severance, or other similar Contract with any Employee, director, independent contractor or other individual service provider, that provides for the payment of severance or other termination-related payments or benefits (except as required by applicable Law) or any retention, change in control, stay or similar bonus or compensation, in each case as a result of or in connection with the consummation of the Merger and the other transactions contemplated by this Agreement; (xr) other than the Legacy Affiliate each Labor Agreement and the LLC Agreement, any Contract with any Seller (as defined in Section 4.14) or similar agreement or any Affiliate of assent or assumption or similar agreement agreeing to be bound by any Seller or any director or officer of the CompanyLabor Agreements; (xis) each Material Reinsurance Contract; and (t) any commitment or arrangement to enter into any of the foregoing. Copies of each Material Contract (in each case including all Legacy Affiliation Agreements (other than Legacy Affiliation Agreements between amendments and supplements thereto) that are true, correct and complete in all material respects have been made available by or on behalf of the Company to Purchaser. Each Material Contract is, and Purchaser or any of its Newspaper Affiliates) and similar affiliation Contracts for the sale will be as of the Company’s products and services Closing Date (except for those that terminate in accordance with any Person that is not an Affiliate of Purchaser their terms at Closing or any Seller; (xii) any Contract with any Governmental Entity; (xiii) any Contract with employees of or consultants to the Company that involves as required by this Agreement), a commitment for annual consideration with a value in excess of $250,000 that cannot be terminated by the Company without liability upon prior notice of 30 days or less; (xiv) any other Contract that involves annual commitments in excess of $1 million that cannot be terminated by the Company without penalty upon prior notice of 30 days or less. (b) As of the date hereoflegal, each of the Leases and Contracts listed or required to be listed on Schedules 4.11, 4.12, 4.13(e)(1) or 4.13(e)(2) (collectively, the “Material Contracts”) constitutes a valid and binding obligation of the Company (except as may be limited by applicable bankruptcyor a Subsidiary; and, insolvencyto the Knowledge of the Company, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Law))each counterparty thereto, and is in full force and effect, except where the failure except, in each case, for such failures to be valid, binding or in full force and effect as would not reasonably be expected to have, individually or in the aggregate, a material impact on the Group Companies, taken as a whole. Neither the Company nor any Subsidiary, on the one hand nor, to the Knowledge of the Company, any other party to a Material Contract, on the other hand, is in default under any Material Contract to which it is a party, except, in each case, for such breaches and defaults as would not reasonably be expected to have, individually or in the aggregate, a material impact on the Group Companies, taken as a whole. Except, in each case, where the occurrence of such breach or default would not reasonably be expected to have a material impact on the Group Companies, taken as a whole, (x) neither the Company, any of its Subsidiaries nor, to the Knowledge of the Company, any other party thereto, is in breach of or default under any such Material Contract, (y) as of the date of this Agreement, none of the Group Companies has received any claim or notice of material breach of or material default under any such Material Contract that remains unresolved with further obligations to the Group Companies, and (z) to the Knowledge of the Company, neither the Company, any of its Subsidiaries nor, to the Knowledge of the Company, any other party thereto, has taken any action that would constitute a breach of or a default under any such Material Contract (in each case, with or without notice or lapse of time or both). As of the date of this Agreement, no party to any Material Contract has given the Group Companies (A) written notice of its intention to cancel or terminate any Material Contract, or (B) written notice of its intention to change the scope of rights under, or to fail to renew, any Material Contract, except, in each case, as would not, individually or in the aggregate, reasonably be expected to be have a material to impact on the Business or the Company. To the Knowledge of the CompanyGroup Companies, taken as of the date hereof, no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute any default or breach by the Company or any other party thereto, except for such breaches, defaults, events or conditions that would not, individually or in the aggregate, reasonably be expected to be material to the Business or the Company. Complete and correct copies of each of the Material Contracts have heretofore been delivered to Purchasera whole. (c) There are no outstanding powers of attorney executed on behalf of the Company. (d) Schedule 4.11(d) sets forth (i) a list of each Seller’s 20 largest advertising customers with respect to the Business and (ii) all “major accounts” or “national accounts” of ▇▇▇▇.▇▇▇ as provided under the Legacy Affiliate Agreements, in each case as of the date hereof.

Material Contracts. (a) Schedule 4.11 lists all Except as set forth in Section 3.12 of the following Contracts to which Company Disclosure Schedule, the Company is not a party as of the date hereofto or bound by: (i) any Contract related to Indebtednessagreement for the purchase of materials, supplies, goods, services, equipment or other assets providing for either (A) annual payments by the Company of US$ 2,000,000 or more or (B) aggregate payments by the Company of US$ 2,000,000 or more, in each case that cannot be terminated on not more than 60 days’ notice without payment by the Company of any material penalty; (ii) any joint venturesales, partnership distribution or other arrangement involving a sharing similar agreement providing for the sale by the Company of profits involving materials, supplies, goods, services, equipment or other assets that provides for annual payments to the Company, other than the LLC AgreementCompany of US$ 2,000,000 or more; (iii) any Contract for the acquisitionmaterial partnership, sale joint venture, dealer, distribution or lease of properties other similar agreement or assets with a value in excess of $1 million other than sales of properties or inventories in the Ordinary Course of Businessarrangement; (iv) any Contract agreement relating to the acquisition or disposition of any material business (whether by merger, sale of stock, sale of assets or otherwise); (v) any agreement relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset), except any such agreement (A) restricting with an aggregate outstanding principal amount not exceeding US$ 2,000,000; or (B) entered into subsequent to the date of this Agreement as permitted by Section 5.01; (vi) any right material agreement that limits the freedom of the Company to compete in any line of business or with any Person or in any line of business or geographic area or during any period of time or (B) restricting any right of the Company to sell to or purchase from any Person, or that grants the other Person “most favored nation” status or exclusivity, other than the Legacy Affiliate Agreements; (v) any Contract or group of related Contracts for capital expenditures in excess of $1 million for any single project or related series of projects; (vi) any Contract with any customer or advertiser under which the Company received revenues in excess of $1 million during the last yeararea; (vii) any services Contract involving payments by the Company in excess material agreement with Seller or any of $1 million during the last yearits Affiliates or any director or officer of Seller or any of its Affiliates; (viii) any Contract which evidences a “trade” contract or “barter” transaction commitment relating to capital expenditures and involving future payments in which excess of US$ 2,000,000 individually or US$ 2,000,000 in the Company would receive goods or services from the customer or vendor in exchange for furnishing goods or services after the date of this Agreementaggregate; (ix) any Contract employment agreement with or offer letter to an employee or individual consultant, contractor, or salesperson of the Company, providing for material indemnification rights annual payments of US$ 2,000,000 or obligations to or from any Person (excluding indemnities contained in agreements for the purchase, sale or license of products or services entered into in the Ordinary Course of Business), other than the LLC Agreementmore; (x) other than the Legacy Affiliate Agreement and the LLC Agreementany agreement or plan, including any stock option plan, stock appreciation rights plan or stock purchase plan, any Contract with any Seller of the benefits of which will be increased, or any Affiliate the vesting of benefits of which will be accelerated, by the occurrence of any Seller or any director or officer of the Companytransactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (xi) all Legacy Affiliation Agreements (any sales representative, original equipment manufacturer, manufacturing, value added, remarketer, reseller, or independent software vendor, or other than Legacy Affiliation Agreements between agreement for use or distribution of the Company and Purchaser products, technology or any of its Newspaper Affiliates) and similar affiliation Contracts for the sale services of the Company’s products and services with any Person that is not an Affiliate of Purchaser or any Seller;; or (xii) any Contract with any Governmental Entity; (xiii) any Contract with employees other agreement, commitment, arrangement or plan not made in the ordinary course of or consultants business that is material to the Company that involves Company, taken as a commitment for annual consideration with a value in excess of $250,000 that cannot be terminated by the Company without liability upon prior notice of 30 days or less; (xiv) any other Contract that involves annual commitments in excess of $1 million that cannot be terminated by the Company without penalty upon prior notice of 30 days or lesswhole. (b) As of the date hereofEach agreement, each of the Leases and Contracts listed contract, plan, lease, arrangement or commitment required to be listed on Schedules 4.11, 4.12, 4.13(e)(1) or 4.13(e)(2) (collectively, the “Material Contracts”) constitutes disclosed pursuant to this Section is a valid and binding obligation agreement of the Company (except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Law))Company, and is in full force and effect, except where the failure to be in full force and effect would not, individually or in the aggregate, reasonably be expected to be material to the Business or the Company. To the Knowledge of the CompanySeller, as of the date hereof, no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute any other party thereto is in default or breach by in any respect under the Company terms of any such agreement, contract, plan, lease, arrangement or any other party theretocommitment, except for any such breaches, defaults, events defaults or conditions that breaches which would not, individually or in the aggregate, reasonably be expected to be material to the Business or the Company. Complete and correct copies of each of the not have a Company Material Contracts have heretofore been delivered to PurchaserAdverse Effect. (c) There are no outstanding powers of attorney executed on behalf of the Company. (d) Schedule 4.11(d) sets forth (i) a list of each Seller’s 20 largest advertising customers with respect to the Business and (ii) all “major accounts” or “national accounts” of ▇▇▇▇.▇▇▇ as provided under the Legacy Affiliate Agreements, in each case as of the date hereof.

Material Contracts. (a) Section 3.16(a) of the Disclosure Schedule 4.11 lists all of the following Contracts to which the Company or any of its Subsidiaries is a party as or by which it or its assets are bound (each such Contract, whether or not set forth in such section of the date hereofDisclosure Schedule, a “Material Contract”); provided that for the Contracts described in subsections (vii), (viii), (xi), (xiii), (xiv), (xv), (xvi), (xvii) and (xviii) below only Contracts which involve aggregate amounts paid or payable by or to the Company and its Subsidiaries exceeding $250,000 need be listed: i. employment or consulting Contract, severance Contract, change of control Contract or any employee collective bargaining agreement or other Contract with any labor union or any officer, director, employee or consultant of the Company; ii. Contract relating to any employee benefit plan; iii. Contract not to compete or otherwise restricting the development, manufacture, marketing, distribution or sale of any products or services (i) including any Contract related that requires the Company or any of its Subsidiaries to Indebtedness; (ii) work exclusively with any joint venture, partnership Person in any particular area or any other arrangement involving a sharing limitation on the ability of profits involving the Company, other than the LLC Agreement; (iii) Company or any Contract for the acquisition, sale or lease of properties or assets with a value in excess of $1 million other than sales of properties or inventories in the Ordinary Course of Business; (iv) any Contract its Subsidiaries to (A) restricting any right of the Company to transact or compete with any Person or in any line of business or business, in any therapeutic area, with any Person, in any geographic area or during any period of time or (B) restricting acquire or sell any right product or asset, or receive or provide any services, from or to any Person; iv. Contract containing any “non-solicitation” or “no-hire” provision that restricts the Company or any of its Subsidiaries; v. Contract containing any provision that applies to or restricts the operations or business of any Affiliate of the Company (other than any Subsidiary of the Company); vi. Contract with or involving (A) any Affiliate of the Company, (B) any current or former holder of capital stock of the Company or any Affiliate thereof or (C) any director, officer or employee of the Company or any Affiliate thereof; vii. lease, sublease or similar Contract with any Person under which the Company or any of its Subsidiaries is a lessor or sublessor of, or makes available for use to sell to any third party any portion of any premises otherwise occupied or purchase from leased by the Company or any of its Subsidiaries; viii. lease or similar Contract with any Person under which (A) the Company is lessee of, or holds or uses, any machinery, equipment, vehicle or other tangible personal property owned by any Person or (B) the Company is a lessor or sublessor of, or makes available for use by any Person, any tangible personal property owned or that grants leased by the other Person Company; ix. Contract (or substantially related Contracts) (A) calling for performance over a period of more than one year, (B) requiring or otherwise involving the potential payment by or to the Company or any of its Subsidiaries of more than an aggregate of $250,000, (C) in which the Company or any of its Subsidiaries has granted manufacturing rights, “most favored nation” status pricing provisions or exclusivity, other than marketing or distribution rights relating to any products or territory or (D) in which the Legacy Affiliate AgreementsCompany or any of its Subsidiaries has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (v) x. management service, consulting, financial advisory or any Contract or group of related Contracts for capital expenditures in excess of $1 million for any single project or related series of projects; (vi) other similar Contract, and any Contract with any customer investment or advertiser commercial bank; xi. Contract for the disposition of any significant portion of the assets or business of the Company or any of its Subsidiaries or any agreement for the acquisition, directly or indirectly, of the assets or business of any other Person; xii. Contract for any joint venture, partnership or similar arrangement; xiii. Contract (other than material transfer agreements) granting a third party, including but not limited to affiliates of the Company, any license to any Intellectual Property, or pursuant to which the Company or any of its Subsidiaries has been granted by a third party any license to any Intellectual Property, or any other license, option or other Contract relating in whole or in part to the Intellectual Property or the Intellectual Property of any other Person; xiv. Contract (other than trade debt incurred in the ordinary course of business) under which the Company received revenues in excess or any of $1 million during the last yearits Subsidiaries has borrowed any money from, or issued any note, bond, debenture or other evidence of indebtedness to, any Person; xv. Contract (viiincluding so-called take-or-pay or keepwell agreements) under which (A) any services Contract involving payments by Person has directly or indirectly guaranteed indebtedness, liabilities or obligations of the Company or any of its Subsidiaries or (B) the Company or any of its Subsidiaries has directly or indirectly guaranteed indebtedness, liabilities or obligations of any Person (in excess each case other than endorsements for the purpose of $1 million during collection in the last yearordinary course of business); (viii) any xvi. Contract which evidences a “trade” or “barter” transaction in under which the Company would receive or any of its Subsidiaries has, directly or indirectly, made any advance, loan, extension of credit or capital contribution to, or other investment in, any Person; xvii. Contract (other than material transfer agreements, sponsored research agreements and clinical trial agreements entered in the ordinary course of business) involving a research or development collaboration or similar arrangement; xviii. Contract involving a supply or tolling agreement or arrangement (including, without limitation, any agreements for the supply of raw materials, intermediates, bulk or finished drug product, research, clinical trial, development, distribution, or sale) that commits the Company or any of its Subsidiaries to purchase goods or services from the customer or vendor in exchange to sell any supplies for furnishing goods clinical studies or services after the date of this Agreementcommercial use; (ix) xix. Contract involving a standstill or similar obligation of the Company or any of its Subsidiaries to a third party or of a third party to the Company or any of its Subsidiaries; xx. Contract providing for material indemnification rights or obligations to or from with any Person (excluding indemnities contained in agreements for the purchase, sale or license of products or services Governmental Authority; xxi. Contract not entered into in the Ordinary Course ordinary course of Business), other than the LLC Agreement;business; and (x) other than the Legacy Affiliate Agreement and the LLC Agreement, any xxii. Contract with any Seller or any Affiliate of any Seller or any director or officer of the Company; (xi) all Legacy Affiliation Agreements (other than Legacy Affiliation Agreements between that is otherwise material to the Company and Purchaser or any of its Newspaper Affiliates) and similar affiliation Contracts for the sale of the Company’s products and services with any Person that is not an Affiliate of Purchaser or any Seller; (xii) any Contract with any Governmental Entity; (xiii) any Contract with employees of or consultants to the Company that involves a commitment for annual consideration with a value in excess of $250,000 that cannot be terminated by the Company without liability upon prior notice of 30 days or less; (xiv) any other Contract that involves annual commitments in excess of $1 million that cannot be terminated by the Company without penalty upon prior notice of 30 days or lessSubsidiaries. (b) As The Company has made available to the Investors true and complete copies of the date hereof, each of the Leases and Contracts listed or required to be listed on Schedules 4.11, 4.12, 4.13(e)(1) or 4.13(e)(2) (collectively, the “all Material Contracts”) constitutes . Each Material Contract is in full force and effect and is a valid and binding obligation of the Company or its applicable Subsidiary party thereto and each of the other parties thereto, enforceable in accordance with its terms. Except as set forth in Section 3.16(b) of the Disclosure Schedule, no event, occurrence, condition or act has occurred, is pending or, to the Knowledge of the Company is threatened, which, with the giving of notice, lapse of time, or the happening of any further event, occurrence, condition or act, would constitute a breach or default by the Company, any of its Subsidiaries or, to the Knowledge of the Company, any other party to (except as may be limited by applicable bankruptcyi) any Material Contract listed on Section 3.16(a) of the Disclosure Schedule or (ii) any other Material Contract, insolvencyunder such Material Contract, reorganizationor give rise to a right of termination, moratorium cancellation or similar Laws affecting creditors’ to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights generally and by general principles or entitlements of equity (regardless of whether considered in a proceeding in equity or at Law)), and is in full force and effectany Person under any Material Contract, except where the failure such breach or default or giving rise to be such a right with respect to any Material Contract referred to in full force and effect clause (ii) above would not, individually or in the aggregate, reasonably be expected to be material to the Business or the Companyhave a Material Adverse Effect. To the Knowledge of the Company, as of the date hereof, no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute any default or breach by Neither the Company nor any of its Subsidiaries has any obligation to repay any public subsidies or any other party thereto, except for such breaches, defaults, events or conditions that would not, individually or in the aggregate, reasonably be expected to be material to the Business or the Company. Complete and correct copies of each of the Material Contracts have heretofore been delivered to Purchaserpublic grants. (c) There are no outstanding powers of attorney executed on behalf Except as described in Section 3.16(c) of the CompanyDisclosure Schedule, the execution and delivery of this Agreement and the consummation of the Restructuring Transactions and the other transactions contemplated hereby will not (i) result in any material payment (including severance, unemployment compensation, tax gross-up, bonus or otherwise) becoming due to any current or former director, officer, employee or independent contractor of the Company or any of its Subsidiaries, from the Company or one of its Subsidiaries under any employee benefit plan, Contract or otherwise, (ii) materially increase any benefits otherwise payable under any employee benefit plan, Contract or otherwise or (iii) result in the acceleration of the time of payment, exercise or vesting of any such material benefits. (d) Schedule 4.11(dExcept as set forth on Section 3.16(d) sets forth (i) of the Disclosure Schedule, each of the employees, officers and directors of the Company and its Subsidiaries is party to a list of each Seller’s 20 largest advertising customers confidentiality agreement with respect the Company providing, among other things, reasonable and customary protections to the Business and (ii) all “major accounts” or “national accounts” of ▇▇▇▇Company’s Intellectual Property.▇▇▇ as provided under the Legacy Affiliate Agreements, in each case as of the date hereof.

Material Contracts. (a) Except as set forth in Schedule 4.11 lists all of the following Contracts to which the Company is a party 3.11, as of the date hereof, neither any Company nor any Subsidiary is a party to or bound by: (i) any Contract related to Indebtednesslease (whether of real or personal property) providing for annual rentals of $100,000 or more; (ii) any joint ventureagreement for the purchase of materials, partnership supplies, goods, services, equipment or other arrangement involving a sharing assets providing for either (A) annual payments by the Companies and the Subsidiaries of profits involving $100,000 or more or (B) aggregate future payments by the Company, other than Companies and the LLC AgreementSubsidiaries of $100,000 or more; (iii) any Contract sales, distribution or other similar agreement providing for the acquisitionsale by any Company or any Subsidiary of materials, sale supplies, goods, services, equipment or lease of properties or other assets with a value in excess that provides for annual payments to the Companies and the Subsidiaries of $1 million 100,000 or more, other than sales of properties or inventories in the Ordinary Course of Businesscustomer and subscriber agreements; (iv) any Contract material partnership, joint venture or other similar agreement or arrangement; (Av) restricting any right agreement relating to the acquisition or disposition of any material business (whether by merger, sale of stock, sale of assets or otherwise); (vi) any agreement relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset), except any such agreement with an aggregate outstanding principal amount not exceeding $100,000; (vii) any material agreement that limits the freedom of any Company or any Subsidiary to compete in any line of business or with any Person or in any line of business or geographic area or during any period of time or (B) restricting any right of the Company to sell to or purchase from any Person, or that grants the other Person “most favored nation” status or exclusivity, other than the Legacy Affiliate Agreements; (v) any Contract or group of related Contracts for capital expenditures in excess of $1 million for any single project or related series of projects; (vi) any Contract with any customer or advertiser under which the Company received revenues in excess of $1 million during the last year; (vii) any services Contract involving payments by the Company in excess of $1 million during the last yeararea; (viii) any Contract which evidences a “trade” or “barter” transaction in which the Company would receive goods or services from the customer or vendor in exchange for furnishing goods or services after the date of this Agreement; (ix) any Contract providing for material indemnification rights or obligations to or from any Person (excluding indemnities contained in agreements for the purchase, sale or license of products or services entered into in the Ordinary Course of Business), other than the LLC Agreement; (x) other than the Legacy Affiliate Agreement and the LLC Agreement, any Contract agreement with any Seller or any Affiliate of any Seller its Affiliates or any director or officer of the Company; (xi) all Legacy Affiliation Agreements (other than Legacy Affiliation Agreements between the Company and Purchaser Seller or any of its Newspaper Affiliates) and similar affiliation Contracts for the sale of the Company’s products and services with any Person that is not an Affiliate of Purchaser or any Seller;; or (xii) any Contract with any Governmental Entity; (xiii) any Contract with employees of or consultants to the Company that involves a commitment for annual consideration with a value in excess of $250,000 that cannot be terminated by the Company without liability upon prior notice of 30 days or less; (xivix) any other Contract agreement, commitment, arrangement or plan not made in the ordinary course of business that involves annual commitments in excess of $1 million that cannot be terminated by is material to the Company without penalty upon prior notice of 30 days or lessCompanies and the Subsidiaries, taken as a whole. (b) As of the date hereofEach agreement, each of the Leases and Contracts listed contract, plan, lease, arrangement or commitment required to be listed on Schedules 4.11, 4.12, 4.13(e)(1) or 4.13(e)(2) (collectively, the “Material Contracts”) constitutes disclosed pursuant to this Section is a valid and binding obligation agreement of a Company or a Subsidiary, as the Company (except as case may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Law))be, and is in full force and effect, except where the failure to be in full force and effect would notnone of any Company, individually or in the aggregateany Subsidiary or, reasonably be expected to be material to the Business or the Company. To the Knowledge knowledge of the CompanySeller, as of the date hereof, no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute any other party thereto is in default or breach by in any respect under the Company terms of any such agreement, contract, plan, lease, arrangement or any other party theretocommitment, except for any such breaches, defaults, events or conditions that matters which would not, individually or in the aggregate, reasonably be expected to be material to the Business or the Company. Complete and correct copies of each of the not have a Material Contracts have heretofore been delivered to PurchaserAdverse Effect. (c) There are no outstanding powers of attorney executed on behalf of the Company. (d) Schedule 4.11(d) sets forth (i) a list of each Seller’s 20 largest advertising customers with respect The Companies have furnished or made available, or will furnish or make available, prior to the Business Closing Date, to Buyer true and (ii) correct copies of all “major accounts” or “national accounts” of ▇▇▇▇material contracts disclosed pursuant to this Section.▇▇▇ as provided under the Legacy Affiliate Agreements, in each case as of the date hereof.

Material Contracts. (a) Schedule 4.11 lists all 4.12(a) of the following Contracts Company Disclosure Schedules sets forth a true, correct and complete list of, and the Company has made available to Purchaser true, correct and complete copies of, each Contract to which the any Target Company is a party as or by which any Target Company, or any of its properties or assets are bound (each Contract required to be set forth on Schedule 4.12(a) of the date hereofCompany Disclosure Schedules, a “Company Material Contract”) that: (i) contains covenants that limit in any Contract related material respect the ability of any Target Company (A) to Indebtednesscompete in any line of business or with any Person or in any geographic area or to sell, or provide any service or product or solicit any Person, including any non-competition covenants, employee and customer non-solicit covenants, exclusivity restrictions, rights of first refusal or most-favored pricing clauses or (B) to purchase or acquire an interest in any other Person; (ii) relates to the formation, creation, operation, management or control of any joint venture, partnership profit-sharing, partnership, non-wholly-owned limited liability company or other arrangement similar agreement or arrangement, or involving a the sharing of profits involving the Company, other than the LLC Agreementor losses; (iii) evidences Indebtedness (whether incurred, assumed, guaranteed or secured by any Contract for asset) of any Target Company having an outstanding principal amount, individually or in the acquisitionaggregate, sale in excess of $1.0 million; (iv) each Company IP License required to be set forth on Schedule 4.13(a)(ii) of the Company Disclosure Schedules; (v) involves the lease, license, sale, use acquisition or lease disposition, directly or indirectly (by merger or otherwise), of properties a business or assets with an aggregate value in excess of $1.0 million (other than in the Ordinary Course of Business) or shares or other equity interests of any Target Company or another Person; (vi) relates to any merger, consolidation or other business combination with any other Person or the acquisition or disposition of any other entity or its business or assets with a value above $1.0 million or the sale of any Target Company or its business or assets with a value above $1.0 million; (vii) by its terms, individually or with all related Contracts, requires aggregate payments or receipts by the Target Companies under such Contract or Contracts of at least $1.0 million per year or $1.0 million in the aggregate; (viii) obligates the Target Companies to (A) provide a guarantee of obligations of a third party after the date of this Agreement in excess of $1 1.0 million or (B) indemnification arrangements and other hold harmless arrangements made or provided by any Target Company to a third party, in each case, other than sales of properties or inventories those incurred in the Ordinary Course of Business; (ivix) obligates the Target Companies to make any Contract (A) restricting any right of the Company to compete with any Person capital commitment or in any line of business or geographic area or during any period of time or (B) restricting any right of the Company to sell to or purchase from any Person, or that grants the other Person “most favored nation” status or exclusivity, other than the Legacy Affiliate Agreements; (v) any Contract or group of related Contracts for capital expenditures expenditure in excess of $1 1.0 million for (including pursuant to any single project or related series of projectsjoint venture); (vix) relates to the waiver, compromise, conciliation, settlement or similar resolution of any Action under which any Target Company has material outstanding obligations (other than customary confidentiality or non-disparagement obligations); (xi) is an employment or engagement Contract with any customer officer, director, employee or advertiser individual independent contractor of any Target Company under which the any Target Company received revenues (A) has continuing obligations for payment of annual base compensation of at least $200,000, (B) has severance or post termination obligations in excess of $1 million during 200,000 as measured as of the last year; date of this Agreement or (viiC) has any services Contract involving payments by other liability or financial obligation of the Company in excess of $1 million during the last year200,000; (viiixii) relates to the voting or control of the equity interests of the Target Companies or the election of directors of the Target Company (other than the Organizational Documents of the Target Companies); (xiii) can be terminated, or the provisions of which can be altered, as a result of the consummation of the transactions contemplated by this Agreement or any Contract Ancillary Document to which evidences any Target Company is a “trade” party; (xiv) relates to benefits, compensation or “barter” transaction in which payments (or the vesting thereof) with respect to a director, officer, employee or independent contractor of any Target Company would receive goods that will be increased or services from accelerated by the customer consummation of the transactions contemplated hereby or vendor in exchange for furnishing goods or services after the date payment thereof will be calculated on the basis of any of the transactions contemplated by this Agreement; (ixxv) is between any Target Company, on one hand, and any Related Person, on the other hand; and (xvi) that will be required to be filed with the Registration Statement under applicable SEC requirements or would otherwise be required to be filed by the Company as an exhibit for a Form S-l pursuant to Items 601(b)(1), (2), (4), (9) or (10) of Regulation S-K under the Securities Act as if the Company was the registrant. (b) Except as disclosed in Schedule 4.12(b) of the Company Disclosure Schedules, with respect to each Company Material Contract: (i) such Company Material Contract providing for material indemnification rights or obligations to or from any Person (excluding indemnities contained in agreements for the purchase, sale or license of products or services was entered into at arms’ length and in the Ordinary Course of Business); (ii) such Company Material Contract is legal, other than valid and binding and enforceable in all respects against the LLC Agreement; (x) other than Target Company party thereto and, to the Legacy Affiliate Agreement and the LLC Agreement, any Contract with any Seller or any Affiliate of any Seller or any director or officer Knowledge of the Company; (xi) all Legacy Affiliation Agreements (other than Legacy Affiliation Agreements between the Company and Purchaser or any of its Newspaper Affiliates) and similar affiliation Contracts for the sale of the Company’s products and services with any Person that is not an Affiliate of Purchaser or any Seller; (xii) any Contract with any Governmental Entity; (xiii) any Contract with employees of or consultants to the Company that involves a commitment for annual consideration with a value in excess of $250,000 that cannot be terminated by the Company without liability upon prior notice of 30 days or less; (xiv) any other Contract that involves annual commitments in excess of $1 million that cannot be terminated by the Company without penalty upon prior notice of 30 days or less. (b) As of the date hereof, each of the Leases and Contracts listed or required to be listed on Schedules 4.11, 4.12, 4.13(e)(1) or 4.13(e)(2) (collectively, the “Material Contracts”) constitutes a valid and binding obligation of the Company (except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Law))other party thereto, and is in full force and effecteffect (except, except where in each case, as such enforcement may be limited by the failure Enforceability Exceptions); (iii) the applicable Target Company has duly performed all of its material obligations under each Company Material Contract to be in full force and effect would not, individually or in the aggregate, reasonably be expected to be material which it is a party to the Business extent that such obligations to perform have accrued and no Target Company is in material breach or the Company. To default, and to the Knowledge of the Company, as of the date hereof, no event has occurred and no condition or state of facts exists which, that with the passage of time or the giving of notice or both, both would constitute a material breach or default by any default Target Company, or breach permit termination or acceleration by the Company or any other party thereto, except for under such breaches, defaults, events or conditions that would not, individually or in the aggregate, reasonably be expected to be material Company Material Contract; and (iv) to the Business or the Company. Complete and correct copies of each of the Material Contracts have heretofore been delivered to Purchaser. (c) There are no outstanding powers of attorney executed on behalf Knowledge of the Company, no other party to such Company Material Contract is in material breach or default, and no event has occurred that with the passage of time or giving of notice or both would constitute such a material breach or default by such other party, or permit termination or acceleration by any Target Company, under such Company Material Contract. (d) Schedule 4.11(d) sets forth (i) a list of each Seller’s 20 largest advertising customers with respect to the Business and (ii) all “major accounts” or “national accounts” of ▇▇▇▇.▇▇▇ as provided under the Legacy Affiliate Agreements, in each case as of the date hereof.