Exhibit
10.105


 


FINAL
FORM


 


TRANSITION
SERVICES AGREEMENT — ABG


 


This
TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of October 3, 2019 (the “Effective Date”),
is made by and between Meredith Corporation, an Iowa corporation (“Seller”), and ABG-SI LLC, a Delaware limited
liability company (the “Buyer”). Seller and the Buyer shall be referred to herein from time to time as the
“Parties.”


 


WHEREAS,
pursuant to that certain Asset Purchase Agreement (the “Purchase Agreement”), dated as of May 24, 2019, by
and among Seller, TI Gotham Inc. and Buyer, the Buyer agreed to purchase certain specified assets and assume certain specified
liabilities of the Business (as defined therein) as set forth therein;


 


WHEREAS,
Seller will provide to Buyer certain services, as more particularly described in this Agreement, for a limited period of time
following the Second Closing (defined below); and


 


WHEREAS,
each of Seller and the Buyer desire to reflect the terms of their agreement with respect to such services herein.


 


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


 


ARTICLE
I.


 


CERTAIN
DEFINITIONS


 


Section
1.01. Definitions. As used in this Agreement, the following terms have the respective meanings set forth below.


 


“Affiliate”
means, with respect to any Person, any other Person who directly or indirectly, through one or more intermediaries, controls,
is controlled by, or is under common control with, such Person. The term “control” means the possession, directly
or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership
of voting securities, by contract, or otherwise, and the terms “controlled” and “controlling” have meanings
correlative thereto. Notwithstanding anything to the contrary, no Person shall be deemed an “Affiliate” of Buyer by
virtue of his, her or its direct or indirect ownership interest in Authentic Brands Group LLC.


 


“Agreement”
has the meaning set forth in the introductory paragraph to this Agreement.


 


“Ancillary
Documents” has the meaning ascribed to it in the Purchase Agreement.


 


“Applicable
Termination Date” means, with respect to each Service, Service Category or Space Sharing, the termination date specified
with respect to such Service, Service Category or Space Sharing, as applicable, in Schedule A or Schedule B.


 


“Business”
has the meaning set forth in the Purchase Agreement.


 


“Business
Day” means a day, other than a Saturday, Sunday or federal holiday, on which commercial banks in New York City are open
for the general transaction of business.


 




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“Buyer”
has the meaning set forth in the introductory paragraph to this Agreement.


 


“Buyer
Group” means the Buyer and its subsidiaries and the Affiliates of any thereof to the extent that such subsidiaries and
Affiliates materially participate in the Business after the Second Closing.


 


“Confidential
Information” has the meaning set forth in Section 8.07(a).


 


“Consent”
has the meaning set forth in Section 2.01(k).


 


“Costs”
means, with respect to each Service or Service Category, the Costs specified with respect to such Service or Service Category,
as applicable, in Schedule C, to be paid by Buyer in respect of such Service or Service Category to Seller of such Service
or Service Category in accordance with Section 3.01.


 


“Disclosing
Party” has the meaning set forth in Section 8.07(a).


 


“Effective
Date” has the meaning set forth in the introductory paragraph to this Agreement.


 


“Force
Majeure Event” has the meaning set forth in Section 8.04.


 


“Governmental
Entity” means any United States or foreign (i) federal, state, local, municipal or other government, (ii) governmental
or quasi-governmental entity of any nature (including any governmental agency, branch, department, official, or entity and any
court or other tribunal) or (iii) body exercising or entitled to exercise any administrative, executive, judicial, legislative,
police, regulatory, or taxing authority or power of any nature, including any arbitral tribunal.


 


“Group”
means the Seller Group or the Buyer Group, as applicable.


 


“Indemnified
Party” has the meaning set forth Section 5.01.


 


“Indemnifying
Party” has the meaning set forth in Section 5.01.


 


“Indemnitee”
means any person entitled to indemnification or reimbursement pursuant to ARTICLE V.


 


“Intellectual
Property Rights” has the meaning ascribed to it in the Purchase Agreement.


 


“Landlord”
has the meaning set forth in the applicable Real Property Lease.


 


“Law”
means any United States or foreign federal, national, state, municipal or local law (including common law), statute, ordinance,
regulation, order, executive order, decree, rule, constitution, or treaty, or similar requirement of any Governmental Entity.


 


“Leased
Real Property” means all leasehold or subleasehold estates and other rights to use or occupy any land, buildings, structures,
improvements, fixtures or other interest in real property held by Seller and used in the conduct of the Business as currently
conducted and identified on Schedule B.


 


“Loss”
or “Losses” means damages, losses, liabilities, penalties, fines, charges, obligations, costs or settlement
payments, claims of any kind, interest or expenses (including reasonable attorneys’ fees and expenses).


 


“Magazine”
means the magazine entitled SPORTS ILLUSTRATED and SPORTS ILLUSTRATED FOR KIDS.


 




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“Parties”
has the meaning set forth in the introductory paragraph to this Agreement.


 


“Person”
means an individual, partnership, corporation, limited liability company, joint stock company, unincorporated organization or
association, joint venture, association, or other similar entity.


 


“Premises”
has the meaning set forth in the applicable Real Property Lease.


 


“Purchase
Agreement” has the meaning set forth in the recitals to this Agreement.


 


“Real
Property Lease” means all leases, subleases, licenses, concessions and other written agreements pursuant to which any
member of Seller Group holds any Leased Real Property.


 


“Receiving
Party” has the meaning set forth in Section 8.07(a).


 


“Second
Closing” has the meaning set forth in the Purchase Agreement.


 


“Seller”
has the meaning set forth in the introductory paragraph to this Agreement.


 


“Seller
Group” means Seller and its subsidiaries and the Affiliates of any thereof.


 


“Service
Categories” means the categories of Services identified in Schedule A.


 


“Service
Manager” has the meaning set forth in Section 2.01(e).


 


“Services”
means the individual services included within the various Service Categories identified in Schedule A.


 


“Space
Sharing” has the meaning set forth in Section 2.01(b).


 


“Standard
of Care” has the meaning set forth in Section 2.01(c).


 


“Sub-Contractor”
has the meaning set forth in Section 2.01(g).


 


ARTICLE
II.


 


SERVICES
AND REAL PROPERTY LEASES


 


Section
2.01. Provision of Services & Space Sharing.


 


	(a)	On
    the terms and subject to the conditions set forth herein, commencing immediately after the Second Closing, Seller shall provide,
    and shall cause the applicable members of the Seller Group and other parties providing services to Seller, to provide to Buyer
    the Services set forth in Schedule A.
	 	 
	(b)	On
    the terms and subject to the conditions set forth in the applicable Real Property Leases identified on Schedule B and
    this Agreement, Buyer shall have the right to continue to operate as required for the operation of the Business as conducted
    at the Second Closing at the applicable portion of the Premises occupied solely by the Business at the Second Closing (the
    “Space Sharing”). Subject to the applicable Landlord’s rights in accordance with the terms of the
    applicable Real Property Lease, in addition to use and occupancy of the applicable Premises, included in the right to Space
    Sharing, Buyer shall have the right to use the common areas of the applicable Premises and any additional areas identified
    on Schedule B. Buyer shall use the applicable Premises only for the permitted use as such term is defined in the applicable
    Real Property Lease. Buyer must timely take all actions to comply with the terms and conditions of the Real Property Leases.


 




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	(c)	Except
    as otherwise set forth in this Agreement, Seller covenants and agrees that the manner, nature, quality and standard of care
    (the “Standard of Care”) applicable to the provision or procurement by Seller of the Services hereunder
    shall be substantially the same as that of similar services which Seller provided or procured for itself and its Affiliates
    prior to the Effective Date. The Parties acknowledge that the manner and scope of the Services requested from time to time
    by the Buyer may impact how the Services are performed by Seller. Seller shall allocate to the Services any delay or suspension
    of performance of any Service in a manner no less favorable than the manner by which it allocates such delay or suspension
    of performance of Services to itself or any of its Affiliates’ business units or locations with respect to the provision
    of comparable services. All current policies and internal reporting procedures of Seller and its Affiliates with respect to
    the Standard of Care shall remain the same throughout the Term. If Seller fails to abide by the Standard of Care in the performance
    of any applicable Service, upon receiving the written request of Buyer, Seller shall promptly correct the error, or re-perform
    or perform the Service, as requested by Buyer.
	 	 
	(d)	Commencing
    immediately after the Second Closing, Buyer shall, and shall cause the applicable members of the Buyer Group to pay, perform,
    discharge, and satisfy, as and when due, its obligations as Buyer under this Agreement, in each case in accordance with the
    terms of this Agreement.
	 	 
	(e)	Buyer
    and Seller shall cooperate in good faith with each other in connection with the performance of the Services hereunder. Seller
    and Buyer agree to appoint one of its respective employees (each such employee, a “Service Manager”) who
    will have overall responsibility for managing and coordinating the delivery and receipt of Services. The Service Managers
    will consult and coordinate with each other regarding the provision of Services. Buyer shall make available employees and
    other resources reasonably requested by Seller in order to facilitate provision of the Services. Buyer will, or will ensure
    that its Service Manager will, as applicable, perform or respond to, within a reasonable time, any requests by Seller or its
    Service Manager for directions, instructions, approvals, authorizations, decisions, or other information reasonably necessary
    for Seller to perform the Services. If Seller fails to provide any Service when and as required by this Agreement as a result
    of a failure of Buyer or its Service Manager to provide timely direction, instruction, approval, authorization, decision,
    or other information following a written request by Seller, Seller shall not be in breach or default of this Agreement. Buyer
    and Seller shall have the right, upon prior written notice to the other, to replace its respective Service Managers from time
    to time with a substitute manager.
	 	 
	(f)	Seller
    shall determine in its sole discretion the personnel who shall perform the Services to be provided by it; provided, that such
    persons shall have the requisite experience and qualifications to perform the applicable Services. Seller shall pay for all
    personnel and other related expenses, including salary or wages and benefits of its employees performing the Services, as
    required by this Agreement. No Person providing Services to Buyer shall be deemed to be, or have any rights as, an employee
    or agent of such Buyer. Seller shall have no authority to bind the Buyer by contract or otherwise.


 




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	(g)	Seller
    may, at its option, from time to time and at no additional cost to Buyer or its Affiliates, delegate any or all of its obligations
    to perform Services under this Agreement to any one or more of its Affiliates; provided that such Affiliate(s) are capable
    of performing such Services without a material diminution in quality. In addition, Seller may, as it deems necessary or desirable,
    engage the services of other professionals, consultants or other third parties (each, a “Sub-Contractor”),
    in connection with the performance of the Services; provided, that Seller shall remain responsible for the Sub-Contractor’s
    performance of the applicable Services in accordance with the terms of this Agreement, and Buyer shall not be liable for any
    Costs with respect to such Sub-Contractor in excess of the Costs corresponding to such Services prior to the engagement of
    such Sub- Contractor.
	 	 
	(h)	The
    Parties acknowledge that Seller may make changes from time to time in the manner of performing Services if Seller is making
    similar changes in performing the same or substantially similar Services for itself or other members of the Seller Group;
    provided, that (i) such changes are not reasonably expected to materially affect the Services in an adverse manner
    and (ii) Seller notifies Buyer in reasonable detail of any material change once the decision to make the change has been made.
    The foregoing shall include making changes to specific vendors, licensors, software, platforms and Third-Party Service Providers.
	 	 
	(i)	Buyer
    and Seller hereby acknowledge and agree that certain Services will be provided to Buyer by third parties (each, a “Third-Party
    Service Provider”). The agreements with the Third-Party Service Providers are existing agreements entered into by
    Seller on a company- wide basis or for multiple Seller magazines, and not specifically for the Buyer. Such Third- Party Service
    Providers may be set forth on Schedule A in connection with the related Services or may otherwise be provided as a
    necessary or inherent part of the Services, whether or not specifically itemized on Schedule A. Buyer hereby agrees
    to comply with all terms of such agreements with the Third-Party Service Providers. Seller will work together with Buyer in
    good faith to mitigate any problems that may arise with respect to the provision of Services by Third-Party Service Providers.
	 	 
	(j)	Buyer
    and Seller hereby acknowledge and agree that certain third party Intellectual Property Rights will be licensed, sublicensed
    or otherwise provided by Seller for the benefit of Buyer to the extent that such licenses or sublicenses are necessary in
    connection with and ancillary to the provision of the Services, and that the term for which such licenses or sublicenses will
    be provided to Buyer will be the same as the term for which Buyer continues to receive the relevant Services. Such licenses
    or sublicenses may be set forth on Schedule A in connection with the related Services or may otherwise be provided
    as a necessary or inherent part of the Services, and, whether or not specifically itemized on Schedule A, may include
    licenses to Intellectual Property Rights, including Software, or other systems. Buyer hereby agrees to comply with Seller’s
    reasonable instructions provided in writing with respect to compliance with the terms of such licenses and sublicenses.


 




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	(k)	Nothing
    in this Agreement shall be deemed to require the provision of any Service or Space Sharing by Seller to Buyer if the provision
    of such Service or Space Sharing requires the consent, approval, or authorization of any Person (including any Governmental
    Entity), whether under applicable Law, by the terms of any contract to which Seller or any other Seller Group member is a
    party, or otherwise (each, a “Consent”), unless and until such Consent has been obtained.


 


(i)
Seller shall use commercially reasonable efforts to obtain as reasonably promptly as possible any Consent of any Person that Seller
determines in its reasonable discretion is necessary for the performance of Seller’s obligations pursuant to this Agreement.
Any fees, expenses or extra costs incurred in connection with obtaining any such Consents shall be paid by the Buyer, and the
Buyer shall use commercially reasonable efforts to provide assistance as necessary in obtaining such Consents.


 


(ii)
In the event that the Consent of any Person, if required in order for Seller to provide Services or Space Sharing, is not obtained
reasonably promptly after the Second Closing, Seller shall notify the Buyer and the Parties shall cooperate in devising an alternative
manner (including Buyer obtaining a contract with such Person in its own name) for the provision of the Services or Space Sharing
affected by such failure to obtain such Consent and the Costs associated therewith, such alternative manner. If the Buyer approves
such an alternative plan (including Costs to be reasonably satisfactory to Buyer), Seller shall provide the Services or Space
Sharing in such alternative manner and the Buyer shall pay for such Services or Space Sharing based on the alternative Costs.
If Buyer does not approve such an alternative plan or no alternative plan is available, the affected Service shall be removed
from this Agreement and the related Costs shall be reduced to reflect the removal of such Service or Space Sharing.


 


(iii)
The Parties agree to discuss in good faith the transition of certain agreements with Third-Party Service Providers or licensors
prior to the expiration of this Agreement. If Buyer seeks to enter into its own agreements with Third- Party Service Providers
or licensors, Seller agrees to provide and/or reasonably assist Buyer in obtaining its own agreements, including providing Buyer
with contact information and making introductions with such Third-Party Service Providers and licensors.


 


(iv)
The Services and Space Sharing shall not include, and no Seller Group member shall be obligated to provide, any service or facilities
the provision of which to Buyer following the Second Closing would constitute a violation of any applicable Law. In addition,
notwithstanding anything to the contrary herein, Seller will not be required to perform or to cause to be performed any of the
Services or provide the Space Sharing for the benefit of any third party or any other Person other than the Buyer or its Affiliates.


 




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	(l)	Each
    Party hereby grants to the other Party a limited, non-exclusive, worldwide, royalty- free, nontransferable license, without
    the right to sublicense (except to an Affiliate or a Sub-Contractor who is providing Services on Seller’s behalf, solely
    to the extent necessary for such Affiliate or Sub-Contractor to provide the Services), for the term of the applicable Service,
    to use the Intellectual Property Rights owned by such Party solely to the extent necessary for the other Party to perform
    its obligations or receive the Services provided hereunder, as applicable. Seller acknowledges and agrees that it will acquire
    no right, title, or interest (including any license rights or rights of use) to any work product resulting from the provision
    of Services hereunder for the Buyer’s exclusive use and such work product shall remain the exclusive property of the
    Buyer. To the extent Seller has or obtains any rights in any such work product for the Buyer’s exclusive use, Seller
    hereby assigns to the Buyer all of its right, title and interest to such work product. The Buyer acknowledges and agrees that
    it will acquire no right, title or interest (other than a non-exclusive, perpetual, royalty-free worldwide right of use) to
    any work product resulting from the provision of Services hereunder that is not, in the reasonable judgment of Seller, for
    the Buyer’s exclusive use and such work product shall remain the exclusive property of Seller. To the extent the Buyer
    has or obtains any rights in any such work product that is not for the Buyer’s exclusive use, Buyer hereby assigns to
    Seller all of its right, title and interest to such work product. Except as expressly set forth in this Section 2.01(l), each
    Party retains all right, title and interest in and to its Intellectual Property Rights and no license or right, express or
    implied, is granted under this Agreement.
	 	 
	(m)	Subject
    to Section 2.02 and Section 3.02, the Parties agree that the Services and Space Sharing set forth in Schedule A
    and Schedule B constitute all of the services and facilities to be provided by members of the Seller Group after
    the Second Closing, except for those services to be provided by the Seller Group pursuant to any applicable Ancillary Document
    (as defined in the Purchase Agreement).


 


Section
2.02. Service Amendments, Additions and Removals.


 


	(a)	Schedule
    A and Schedule B may be amended at any time by the written agreement of all Parties, including to add, amend or
    remove any additional Services, Service Categories or Space Sharing.
	 	 
	(b)	Not
    less than thirty (30) days prior to the Applicable Termination Date for any Service Category or Space Sharing set forth in
    Schedule A or Schedule B, as applicable, Buyer may notify Seller that it requests an extension of the term of,
    and Applicable Termination Date for, any Service Category or Space Sharing by up to 1 additional months (provided that, notwithstanding
    the foregoing, in no event will this Agreement extend beyond March 31, 2020). Upon Seller’s receipt of such notice and
    subject to Buyer’s timely payment of the Costs under this Agreement, the Applicable Termination Date for such Services
    or Space Sharing will be extended by the number of months set forth in such notice from the initial Applicable Termination
    Date, upon the same terms and conditions as contained in this Agreement, and the new Applicable Termination Date shall be
    deemed to be incorporated into, and made a part of, this Agreement.
	 	 
	(c)	In
    the event that any service necessary to operate the Business as it has historically been operated prior to the Second Closing
    was not included in Schedule A, and Buyer reasonably requires any such service in order to operate the Business following
    the Second Closing, then, Buyer may notify Seller that it wishes to receive such service on a transitional basis. Promptly
    following Seller’s receipt of such notice, but subject to the receipt of any necessary Consents pursuant to Section
    2.01(j), Seller and Buyer agree to amend this Agreement to add any such service to Schedule A, on terms reasonably
    satisfactory to each of Seller and Buyer or, if Seller and Buyer fail to reach agreement, on terms substantially similar to
    those on which such Service was provided to or by Seller prior to the Effective Time and at a cost in accordance with Section
    3.01.


 




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Section
2.03. Responsibilities of Seller. Seller shall:


 


(a)
maintain sufficient resources to perform its obligations hereunder (notwithstanding any provision herein to the contrary);


 


(b)
promptly notify Buyer of any staffing problems and any other material problems that have occurred or are reasonably anticipated
to occur that would reasonably be expected to materially adversely affect Seller’s ability to provide the Services and the
parties shall work together in good faith (including, on the part of Seller, using commercially reasonable efforts) to remedy
any such problems; and


 


(c)
promptly notify Buyer of any compliance problems in connection with the Services that have occurred or are reasonably anticipated
to occur, and of which Seller becomes aware.


 


Section
2.04. Responsibilities of Buyer. Buyer shall:


 


(a)
provide Seller with access to its facilities as is reasonably necessary for Seller to perform the Services it is obligated to
provide hereunder;


 


(b)
provide Seller with information and documentation reasonably necessary for Seller to perform the Services it is obligated to provide
hereunder; and


 


(c)
make available, as reasonably requested by Seller, reasonable access to resources (including, without limitation, personnel) and
provide decisions in a reasonably timely manner in order that Seller may perform its obligations hereunder. Seller shall incur
no liability of any kind caused by Buyer’s failure to provide reasonable access.


 


Section
2.05. Mutual Responsibilities. The Parties will use good faith efforts to cooperate with each other in all matters
relating to the provision and receipt of Services. Such cooperation shall include:


 


(a)
exchanging information relevant to the provision of Services hereunder;


 


(b)
good faith efforts to mitigate problems with the work environment interfering with the Services; and


 


(c)
each Party requiring its personnel to obey the security regulations and other published policies of the other Party while on the
other Party’s premises.


 


Notwithstanding
any of the foregoing or anything else herein, neither Party will be obligated to perform any action it reasonably believes is
in violation of any Law.


 




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ARTICLE
III.


 


COMPENSATION


 


Section
3.01. Compensation for Services. As compensation for each Service rendered pursuant to this Agreement and the Space
Sharing, the Buyer shall be required to pay to Seller the Costs specified for such Service and the Space Sharing in Schedule
C. The Costs set forth on Schedule C (other than with respect to any Space Sharing) are the Costs of Seller personnel
to perform the Services. Such costs are on a “cost plus most-favored nation” basis as compared to the arrangements
entered into by Seller with the acquirors of the Time and Fortune titles for the same services, as previously provided
to Buyer (i.e., any element of profit or other comparable compensation to Seller for a Service Category will be no less favorable
to Buyer than the profit or other comparable compensation payable by the acquirors of the Time and Fortune titles
for the those services, subject to any related terms and conditions and other differences in the provision of such services to
the other acquirors). The Costs on Schedule C do not include costs allocable to Buyer for Third-Party Service Providers and any
licenses which are necessary for Seller to perform the Services. Seller shall allocate such costs to Buyer in a manner consistent
with how Seller allocates corresponding costs to the acquirors of the Time and Fortune titles, as previously provided
to Buyer. At the request of Buyer, Seller will provide copies of the relevant portions of the invoices, books, and records substantiating
the third-party costs (including, for the avoidance of doubt, relevant documentation substantiating actual consumption or other
metrics relating to Buyer or other Seller publications to the extent third party costs are allocated on pro-rata basis).


 


Section
3.02. Adjustments to Costs. If at any time following the date of this Agreement, the Parties agree to add, amend
or remove any additional Services or Space Sharing pursuant to Section 2.02, then, concurrently with the addition, amendment
or removal of such additional Services or Space Sharing, the Parties shall work in good faith to amend Schedule A, Schedule
B and/or Schedule C to reflect such additional Services or Space Sharing, and the related Costs.


 


Section
3.03. Payment Terms.


 


	(a)	Seller
    shall invoice the Buyer monthly, within 20 Business Days after the end of each month, or at such other interval specified
    with respect to a particular Service or Space Sharing in Schedule C, an amount equal to the aggregate Costs due for
    all Services and Space Sharing provided in such month or other specified interval, as applicable. The Buyer shall pay, or
    shall cause another member of its Group to pay, such amount in full within 30 days after receipt of each invoice by wire transfer
    of immediately available funds to the account designated by Seller for this purpose. Invoices shall be directed to Buyer’s
    Service Manager or to such other person designated in writing from time to time by such Service Manager. Each invoice shall
    set forth in reasonable detail the calculation of the charges and amounts for each Service and the Space Sharing during the
    month or other specified interval to which such invoice relates. In addition to any other remedies for non-payment, if any
    payment is not received by Seller on or before the date such amount is due, then a late payment interest charge, calculated
    at a 10% per annum rate, shall immediately begin to accrue and any late payment interest charges shall become immediately
    due and payable in addition to the amount otherwise owed under this Agreement. Notwithstanding anything herein to the contrary,
    in the event that Buyer in good faith disputes any portion of an invoice delivered hereunder by written notice to Seller within
    10 days following receipt of such invoice, Buyer shall not be deemed to be in breach of this Agreement for non-payment pending
    resolution of the applicable dispute; provided, that Buyer shall pay any portion of such invoice which is not in dispute
    in accordance with the provisions of this Section 3.03; and provided, further, that any amounts disputed by
    Buyer which are finally determined to be payable by Buyer shall be deemed to have accrued interest at a 10% per annum rate
    from the date payment would have become due absent a dispute.


 




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	(b)	The
    Buyer shall be responsible for all sales tax, value-added tax, goods and services tax or similar tax imposed or assessed as
    a result of the provision of Services and Space Sharing by Seller.


 


Section
3.04. Limited Warranty. Seller warrants to Buyer that (a) the Services performed by it or any of its Affiliates
shall be performed (i) in a workmanlike manner, (ii) in accordance with applicable Laws (including, without limitation, the United
States Foreign Corrupt Practices Act (and other similar Laws imposed by jurisdictions outside of the United States), applicable
import and export controls and applicable Laws relating to labor and employment practices), and (iii) by individuals qualified
for the tasks to which they are assigned, and (b) Seller will, while Services are being provided pursuant to this Agreement, use
commercially reasonable efforts to maintain in full force and effect, and not terminate or cancel, any material business licenses,
permits and other authorizations existing as of the Effective Date and required to be maintained by Seller in order to provide
such Services. Subject to the terms and provisions of this Agreement, all Services to be provided by Seller hereunder shall be
provided in a timely manner in accordance with the Schedules hereto and the reasonable requests of Buyer (as they relate to the
timing of provision of Services).


 


Section
3.05. DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 3.04, THE SERVICES AND SPACE SHARING
TO BE PROVIDED UNDER THIS AGREEMENT ARE FURNISHED WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING
ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. OTHER THAN AS EXPRESSLY SET FORTH IN SECTION 3.04, NO MEMBER
OF THE SELLER GROUP MAKES ANY REPRESENTATION OR WARRANTY THAT ANY SERVICE COMPLIES WITH ANY APPLICABLE LAW. NOTWITHSTANDING THE
FOREGOING, NOTHING IN THIS SECTION 3.05 SHALL BE DEEMED TO LIMIT, EXPAND OR OTHERWISE MODIFY THE REPRESENTATIONS AND WARRANTIES
MADE BY SELLERS PURSUANT TO THE PURCHASE AGREEMENT OR ANY REMEDIES IN CONNECTION THEREWITH.


 


Section
3.06. Books and Records. Seller shall, and shall cause the members the Seller Group to, maintain complete and accurate
books of account as necessary to reasonably support calculations of the Costs for Services rendered by the Seller Group.


 




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ARTICLE
IV.


 


TERM


 


Section
4.01. Commencement. This Agreement is effective as of the date hereof and shall remain in effect (a) until the occurrence
of all Applicable Termination Dates (including any extensions pursuant to Section 2.02(b)) hereunder or (b) with respect to a
particular Service Category or the Space Sharing, until the occurrence of the Applicable Termination Date applicable to such Service
Category or Space Sharing (including any extension pursuant to Section 2.02(b)), unless earlier terminated (x) in its entirety
or with respect to a particular Service Category or Space Sharing, in each case in accordance with Section 4.02, or (y)
by mutual written consent of the Parties.


 


Section
4.02. Termination.


 


	(a)	Subject
    to Seller’s rights set forth in Section 7.02, if (i) Buyer materially breaches any of its obligations under this
    Agreement, and (ii) the applicable cure period set forth in Section 7.01 has expired without cure, Seller shall have
    the right to terminate Buyer’s right to Space Sharing of one or more of the Premises by delivering not less than thirty
    (30) days prior written notice to Buyer.
	 	 
	(b)	If
    Seller or Buyer materially breaches any of its respective obligations under this Agreement (and the applicable cure period
    set forth in Section 7.01 has expired), the non- breaching Party may terminate this Agreement effective upon not less
    than 30 days’ written notice of termination to the breaching Party.
	 	 
	(c)	Except
    as otherwise provided in this Agreement or Schedule A, upon not less than 30 days’ prior written notice to Seller,
    Buyer shall be entitled to terminate one or more Service Categories, in whole or in part, being provided by Seller for any
    reason or no reason at all; provided, however, that (i) any costs, fees, or expenses of Seller, to the extent
    resulting directly from such early termination of Services, shall be borne by the Buyer, and (ii) the termination of some
    Service Categories may require the termination of other Service Categories.
	 	 
	(d)	In
    the event of any termination of this Agreement in its entirety or with respect to any Service Category, Service or the Space
    Sharing, Buyer shall remain liable for all of its obligations that accrued hereunder prior to the date of such termination,
    including all obligations of Buyer to pay any amounts due to Seller hereunder.
	 	 
	(e)	Upon
    termination of the Space Sharing, Buyer shall (i) remove all of its personal property and (ii) shall surrender the applicable
    Premises to Seller in good condition, subject to ordinary wear and tear.


 


Section
4.03. Return of Books, Records and Files. Upon the request of the Buyer after the termination of a Service with
respect to which Seller holds books, records or files, including current and archived copies of computer files, (i) owned solely
by the Buyer or its Affiliates and used by Seller in connection with the provision of a Service pursuant to this Agreement or
(ii) created by Seller and in Seller’s possession as a function of and relating solely to the provision of Services pursuant
to this Agreement, such books, records and files shall either be returned to the Buyer at the Buyer’s cost or destroyed
by Seller, with certification of such destruction provided to the Buyer upon the Buyer’s written request. Any information
kept by Seller in electronic form in a format proprietary to systems used by Seller shall also be transmitted to the Buyer in
a commonly available, non-proprietary data interchange format, together with such data dictionary or other information as is reasonably
required to identify the location, types and other specifications of data for import into Buyer’s system; provided,
that Seller may retain copies of any computer records or files containing such information which have been created pursuant to
automatic archiving or backup procedures until such computer records or files have been deleted in the ordinary course provided
that Seller maintains the confidentiality of such information in accordance with the terms and provisions of this Agreement.


 




    	11



    	 



    

 


ARTICLE
V.


 


INDEMNIFICATION


 


Section
5.01. Indemnification. Subject to the limitations set forth in Section 5.02, each Party, on its own behalf
and on behalf of each member of its Group (the “Indemnifying Party”), shall indemnify, defend, and hold harmless
each other Party and each member of such other Party’s Group (each, an “Indemnified Party” and collectively,
the “Indemnified Parties”) from and against any and all Losses resulting directly from any third-party claim
(“Third-Party Losses”) incurred by the Indemnified Parties in connection with the Services arising out of, in connection
with, or by reason of the fraud, gross negligence or willful misconduct of the Indemnifying Party or a breach of this Agreement
by the Indemnifying Party. In addition, Buyer, and on behalf of each member of its Group, shall indemnify, defend and hold harmless
Seller and each member of its Group from and against any and all Losses to the extent arising out of or in connection with (i)
the presence of any personnel of Buyer Group at the Leased Real Properties (including any damage to the premises or any assets
thereon from any action or inaction of any personnel or Buyer Group, the failure of Buyer personnel to comply with building policies
and procedures (to the extent copy of such building policies shall have been delivered to Buyer) and any personal injuries suffered
by any Buyer personnel), unless such Losses result from the gross negligence or willful misconduct of Seller or any member of
Seller Group and (ii) Buyers’ breach of any Real Property Leases (to the extent copy of such Real Property Lease shall have
been delivered to Buyer).


 


Section
5.02. Limitation on Liability.


 


	(a)	EXCEPT
    IN THE CASE OF FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL ANY INDEMNIFYING PARTY BE LIABLE, WHETHER
    IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE TO THE OTHER PARTY (OR ANY OF ITS INDEMNITEES)
    FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING LOSS OF PROFITS) AS A RESULT OF ANY BREACH, PERFORMANCE,
    OR NON-PERFORMANCE BY A PARTY UNDER THIS AGREEMENT, EXCEPT AS MAY BE PAYABLE TO A CLAIMANT IN A THIRD- PARTY CLAIM.


 




    	12



    	 



    

 


	(b)	EXCEPT
    IN THE CASE OF FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, EACH GROUP’S TOTAL LIABILITY TO THE OTHER GROUP ARISING
    OUT OF, RELATED TO OR IN CONNECTION WITH THE SERVICES OR THIS AGREEMENT FOR ANY AND ALL LOSSES OR CLAIMS SHALL NOT EXCEED
    IN THE AGGREGATE AN AMOUNT EQUAL TO THE TOTAL COSTS PAYABLE UNDER THIS AGREEMENT; PROVIDED, HOWEVER, THAT THIS
    LIMITATION OF LIABILITY SHALL NOT IN ANY WAY LIMIT THE PARTY’S LIABILITY TO THE EXTENT THAT THE LIABILITY IS CAUSED
    BY A PARTY’S FRAUD OR WILLFUL MISCONDUCT OR WITH RESPECT TO EACH PARTY’S INDEMNIFICATION OBLIGATIONS UNDER THIS
    AGREEMENT.
	 	 
	(c)	IN
    ADDITION, AND NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, SELLER SHALL NOT BE LIABLE FOR LOSSES RESULTING FROM CLAIMS
    THAT ACTS OR OMISSIONS OF SELLER VIOLATED PRIVACY, CONSUMER PROTECTION OR OTHER APPLICABLE LAWS IN CONNECTION WITH THE PROVISION
    OF SERVICES TO BUYER (I) TO THE EXTENT SELLER PERFORMED THE SERVICES IN ACCORDANCE WITH THIS AGREEMENT, OR IN ACCORDANCE WITH
    THE DIRECTIONS, INSTRUCTIONS, APPROVALS, AUTHORIZATIONS OR DECISIONS OF BUYER OR BUYER’S SERVICE MANAGER, (II) TO THE
    EXTENT SELLER HAS USED COMMERCIALLY REASONABLE EFFORTS TO COMPLY WITH APPLICABLE PRIVACY, CONSUMER PROTECTION OR OTHER APPLICABLE
    LAWS CONSISTENT WITH THE EFFORTS SELLER USES FOR ITS OWN BUSINESSES, OR (III) TO THE EXTENT SUCH LOSSES RESULT FROM BUYER’S
    PRIVACY POLICY DEVIATING FROM SELLER’S PRIVACY POLICY.


 


Section
5.03. Survival. The provisions of this ARTICLE V shall survive indefinitely, notwithstanding any termination
of all or any portion of this Agreement.


 


ARTICLE
VI.


 


OTHER
COVENANTS


 


Section
6.01. Authority of Seller. Seller shall not be permitted to bind Buyer or any of its Affiliates or enter into any
agreements (oral or written), contracts, leases, licenses or other documents (including the signing of checks, notes, bills of
exchange or any other document, or accessing any funds from any bank accounts of Buyer or any of its Affiliates) on behalf of
Buyer or any of its Affiliates except with the express prior written consent of Buyer which consent may be given from time to
time as the need arises and for such limited purposes as expressed therein.


 


Section
6.02. Certain Conditions Precedent. No Seller Group member shall be obligated to pay any amounts to any third party
on behalf of any Buyer Group member (including, without limitation, in respect of any accounts payable of the Buyer Group for
which any Seller Group member is providing Accounts Payable Services) unless and until the following conditions shall have been
met:


 




    	13



    	 



    

 


	(a)	to
    the extent the Seller Group does not have sufficient cash receipts in respect of the accounts receivable of the Buyer Group
    to pay such third party, the Buyer Group shall deposit cash in an amount equal to the amount owed to such third party into
    the bank account of the Seller Group set forth on Schedule D attached hereto for the payment to such third party by
    the Seller Group; and
	 	 
	(b)	the
    Buyer Service Manager shall have instructed the Seller Group in writing that such third party shall be paid.


 


For
the avoidance of doubt, no member of the Seller Group shall be liable to the Buyer, any Buyer Group member or any third party
for (x) any breach of this Section 6.02 by Buyer or any Buyer Group member (including, without limitation, if the Seller
Group does not pay a third party or account payable as a result of such breach) or (y) carrying out the instructions of the Buyer
or any Buyer Group member, and each Buyer Group member and the Buyer, jointly and severally, shall indemnify and defend each Seller
Group member against, and shall hold them harmless from, any and all Losses resulting from, arising out of, or incurred by any
of them in connection with, or otherwise with respect to the foregoing.


 


Section
6.03 Additional Documents. Buyer agrees to reasonably cooperate and promptly execute such additional documents or
agreements as may be reasonably required by Seller and/or the applicable Landlord to document the Space Sharing.


 


Section
6.04 Compliance with Laws. Notwithstanding anything to the contrary set forth in this Agreement, Seller and Buyer
each agree that they will abide by all Laws applicable to this Agreement and their activities and performance hereunder. With
respect to privacy, consumer protection and other similar Laws, the Parties will use commercially reasonable efforts to comply
with such Laws consistent with customary industry practice, and in no event less than a Party’s compliance efforts with
respect to its own businesses. The Parties will cooperate in good faith to mitigate any legal compliance matters that could result
from differences in their respective privacy policies. If a Party becomes aware that it cannot satisfy any covenant, condition
or obligation of this Agreement as a result of any such Law, it shall promptly notify the other Party and the Parties shall use
all reasonable efforts to remediate the situation.


 


ARTICLE
VII.


 


BREACH,
NOTICE, AND CURE


 


Section
7.01. Breach, Notice, and Cure. No breach of this Agreement by a Party shall be deemed to have occurred unless a
non-breaching Party serves written notice on the breaching Party specifying the nature thereof and the breaching Party fails to
cure such breach, if any, within 30 days after receipt of such notice; provided, however, that in the event Buyer
fails to pay a sum certain pursuant to this Agreement on or before the date such amount is due, a breach shall be deemed to have
occurred without any action by Seller.


 


Section
7.02. Space Sharing Default. The occurrence of a default, as such term is defined in the applicable Real Property
Lease, by Buyer shall constitute a default and breach of this Agreement by Buyer. In the event of a default by Buyer which would
give rise to a right on the part of the applicable Landlord to terminate the applicable Real Property Lease, and as a result of
such breach such Landlord takes any action to terminate the applicable Real Property Lease or recover possession of the applicable
Premises, Seller shall have the right to immediately terminate this Agreement with respect to the Space Sharing and recover possession
of the applicable Premises from Buyer. Buyer shall indemnify Seller in accordance with Article V hereof and shall be entitled
to receive from Buyer all costs and damages required to be paid to the applicable Landlord.


 




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ARTICLE
VIII.


 


MISCELLANEOUS


 


Section
8.01. Notices. All notices, requests, claims, demands, and other communications hereunder shall be in writing and
shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by E-mail (to the E-mail address
provided by the relevant party, provided that any notice delivered by E-mail must be confirmed by the recipient to be received
under this Section 8.01), by overnight courier, or by registered or certified mail (postage prepaid, return receipt requested)
to the other Parties as follows:


 


To
any member of the Seller Group:


 


Meredith
Corporation


1716
Locust Street


Des
Moines, Iowa 50309-3023


Attention:
John S. Zieser, General Counsel


 


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


 


Cooley
LLP


1299
Pennsylvania Avenue, NW, Suite 700


Washington,
DC 20004-2400


Attention:
J. Kevin Mills and Aaron Binstock


Email:
kmills@cooley.com and abinstock@cooley.com


 


To
any member of the Buyer Group:


 


c/o
Authentic Brands Group LLC 1411 Broadway, 4th Floor


New
York, NY 10018


Attention:
Jay Dubiner


E-mail:
jdubiner@abg-nyc.com


 


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


 


Paul,
Weiss, Rifkind, Wharton & Garrison LLP


1285
Avenue of the Americas


New
York, NY 10024


Attention:
Robert B. Schumer and Neil Goldman


E-mail:
rschumer@paulweiss.com and ngoldman@paulweiss.com


 




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


 


Section
8.02. Amendment; Waivers. This Agreement may be amended or modified only by a written agreement executed and delivered
by each of the Parties. This Agreement may not be modified or amended except as provided in the immediately preceding sentence
and any purported amendment by any Party or Parties effected in a manner which does not comply with this Section 8.02 shall
be null and void. By an instrument in writing, each of Seller, on the one hand, and the Buyer, on the other hand, may waive compliance
by the other with any term or provision of this Agreement that the other was or is obligated to comply with or perform.


 


Section
8.03. Title to Data. Each Party acknowledges that it will acquire no right, title, or interest (including any license
rights or rights of use) in any data, firmware or software, or the licenses therefor that are owned by the other Party or its
Group by reason of the provision or receipt of the Services hereunder, except as expressly provided in Section 2.01(l).


 


Section
8.04. Force Majeure. In case performance of any terms or provisions hereof shall be delayed or prevented, in whole
or in part, because of or related to compliance with any applicable Law, or because of riot, war, public disturbance, strike,
labor dispute, fire, explosion, storm, flood, act of God, denial of service attacks or other “hacker” activity, or
act of terrorism that is not within the reasonable control of Seller, and which by the exercise of reasonable diligence Seller
is unable to prevent, or for any other reason which is not within the reasonable control of Seller (each, a “Force Majeure
Event”), then, upon prompt written notice stating the date and extent of such interference and the cause thereof by
Seller to Buyer, Seller shall be excused from its obligations hereunder during the period such Force Majeure Event or its effects
continue, and no liability shall attach against either Seller or Buyer on account thereof; provided, however, that
(i) Seller uses commercially reasonable efforts to restore the affected Services as soon as practicable, and promptly resumes
the required performance upon the cessation of the Force Majeure Event or its effects, and (ii) Seller shall allocate to the Services
any delay or suspension of performance of any Service in a manner no less favorable than the manner by which it allocates such
delay or suspension of performance of Services to itself or any of its Affiliates’ business units or locations with respect
to the provision of comparable services. A Force Majeure Event shall not relieve Buyer from liability or otherwise affect the
obligation of Buyer to pay amounts due under this Agreement in a timely manner for Services rendered prior to the occurrence of
such Force Majeure Event or which are otherwise incurred prior to the occurrence of that Force Majeure Event.


 


Section
8.05. Terms of the Purchase Agreement. The Parties agree that, in the event of any inconsistencies or ambiguities
or conflict between this Agreement and the Purchase Agreement with respect to the subject matter hereof, the terms of the Purchase
Agreement shall govern.


 


Section
8.06. Relationship of Parties. Nothing in this Agreement shall be deemed or construed by the Parties or any third
party as creating a relationship of principal and agent, partnership, or joint venture between the Parties, or with any individual
providing Services, it being understood and agreed that no provision contained herein, and no act of any Party or members of their
respective Groups, shall be deemed to create any relationship between the Parties or members of their respective Groups other
than the relationship set forth herein. Each Party and each Seller Group member shall act under this Agreement solely as an independent
contractor and not as an agent or employee of any other Party or any of such Party’s Affiliates.


 




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Section
8.07. Confidentiality.


 


	(a)	Each
    Party undertakes to treat as confidential all information in any medium or format (whether marked “confidential”
    or not) which that Party (the “Receiving Party”) receives during the term of this Agreement and for the
    purposes of this Agreement from any other Party (the “Disclosing Party”) either directly or from any person,
    firm, Sub-Contractor, company, or organization associated with the Disclosing Party, which concerns the business or operations
    of the Disclosing Party or its Affiliates and is owned by the Disclosing Party (the “Confidential Information”).
    Confidential Information shall also include “Confidential Information” (as defined in the Transition Services
    Agreement (the Maven TSA”), dated as of the date hereof, by and among Seller and theMaven, Inc. (“Maven”))
    provided by Maven to a Receiving Party in accordance with Section 8.07(a) of the Maven TSA.
	 	 
	(b)	The
    Receiving Party may use the Confidential Information of the Disclosing Party for the purposes of this Agreement and the Receiving
    Party may provide its Affiliates, and its and their directors, officers, employees, agents, Sub-Contractors, auditors, and
    representatives with access to such Confidential Information on a strict “need-to-know” basis only. Each Party
    shall ensure that its Affiliates, and its and their directors, officers, employees, agents, Sub-Contractors, auditors, and
    representatives comply with such Party’s obligations of confidence. Each separate recipient shall be bound to hold all
    such Confidential Information in confidence to the standard required under this Agreement. Where such recipient is not an
    employee or director of the relevant Receiving Party or one of its Affiliates, the Receiving Party shall provide the Confidential
    Information to such permitted persons subject to reasonable and appropriate obligations of confidence. Notwithstanding anything
    to the contrary herein, each Party shall be permitted to provide Confidential Information to Maven and its representatives,
    and such Confidential Information shall be treated as “Confidential Information” (as defined in the Maven TSA)
    under the Maven TSA; provided that Buyer shall only be permitted to disclose Seller Confidential Information to Maven to the
    extent it is in regards to the Business and not, unless approved by Seller in writing, with regards to any other Seller business.
	 	 
	(c)	The
    provisions of this Section 8.07 shall not apply to any information which enters the public domain other than as a result
    of a breach of this Section 8.07, is received from a third party which is under no confidentiality obligations with respect
    to such information or is independently developed by one Party without the use of another Party’s Confidential Information.
    The Receiving Party may disclose the Confidential Information of the Disclosing Party (i) where required to do so by applicable
    Law or by any competent Governmental Entity (including any United States or foreign securities exchange) or (ii) in the case
    of a Receiving Party that is an Affiliate of a public company, in accordance with the public filing practices of such public
    company. In these circumstances, the Receiving Party shall give the Disclosing Party prompt advance written notice of the
    disclosures (where lawful and practical to do so) so that the Disclosing Party has sufficient opportunity (where reasonably
    possible) to prevent or control the manner of disclosure by appropriate legal means.


 




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	(d)	Except
    to the extent required under this Agreement or required for purposes of complying with applicable Law, all Confidential Information,
    in written or other tangible media, shall be returned to the Disclosing Party or destroyed by the Receiving Party (such destruction
    to be certified in writing to the Disclosing Party by an authorized officer of such Receiving Party) within thirty (30) days
    following the expiration, termination, or cancellation of this Agreement and all electronic Confidential Information shall
    be deleted from the Receiving Party’s systems.
	 	 
	(e)	The
    provisions of this Section 8.07 shall survive indefinitely, notwithstanding any termination of all or any portion of
    this Agreement.


 


Section
8.08. Entire Agreement. This Agreement, the Purchase Agreement, the Ancillary Documents to which the Parties are
party thereto, along with the Annexes, Schedules, and Exhibits hereto and thereto, constitute the entire agreement among the Parties
with respect to the subject matter hereof and supersede all other prior agreements and understandings, both written and oral,
among the Parties with respect to subject matter hereof.


 


Section
8.09. Assignment; Third-Party Beneficiaries. This Agreement and the rights and obligations hereunder shall not be
assignable or transferable, in whole or in part, whether by operation of law or otherwise, without the prior written consent of
the other Party, which consent shall not be unreasonably withheld; provided, however, that (a) Buyer may, without the prior written
consent of Seller, assign this Agreement to an Affiliate of Buyer that holds the assets of the Business (or is the direct parent
of an entity that holds the assets of the Business) and is receiving the Services; or (2) any third party in connection with the
sale or disposition of the Magazines or engagement of such third party by Buyer as a Third Party Operator; and (b) Seller may,
without the prior written consent of Buyer, delegate any or all of its obligations to perform Services under this Agreement to
any one or more of its Affiliates or Sub-Contractors in accordance with Section 2.01(g); provided, further,
that Seller shall remain primarily liable hereunder notwithstanding any such delegation or assignment. Any attempted assignment
in violation of this Section 8.09 shall be null and void. Subject to the preceding sentence, this Agreement shall be binding
upon, insure to the benefit of, and be enforceable by, the Parties and their respective successors and permitted assigns. Except
as otherwise set forth in this Agreement, this Agreement is not intended to nor will confer upon any other Person any right, benefit
or remedy of any nature whatsoever under or by reason of this Agreement.


 


Section
8.10. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State
of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware
or any other jurisdiction) that would cause the application or the law of any jurisdiction other than the State of Delaware.


 




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Section
8.11. Counterparts; Facsimile Signatures. This Agreement may be executed in one or more counterparts, each of which
shall be deemed an original, but all of which shall constitute one and the same agreement. Delivery of an executed counterpart
of a signature page to this Agreement by facsimile or scanned pages shall be as effective as delivery of a manually executed counterpart
to this Agreement.


 


Section
8.12. Severability. If any term or other provision of this Agreement is invalid, illegal or unenforceable, all other
provisions of this Agreement shall remain in full force and effect so long as the economic or legal substance of the transactions
contemplated hereby is not affected in any manner materially adverse to any party.


 


Section
8.13. Construction; Interpretation. The term “this Agreement” means this Agreement together with the
schedules, exhibits, and annexes hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance
with the terms hereof. The headings contained in this Agreement are inserted for convenience only and shall not affect in any
way the meaning or interpretation of this Agreement. No Party, nor its respective counsel, shall be deemed the drafter of this
Agreement for purposes of construing the provisions hereof, and all provisions of this Agreement shall be construed according
to their fair meaning and not strictly for or against any Party. Unless otherwise indicated to the contrary herein by the context
or use thereof: (i) the words, “herein,” “hereto,” “hereof” and words of similar import refer
to this Agreement as a whole, including the schedules, exhibits, and annexes, and not to any particular section, subsection, paragraph,
subparagraph or clause contained in this Agreement; (ii) masculine gender shall also include the feminine and neutral genders,
and vice versa; (iii) words importing the singular shall also include the plural, and vice versa; (iv) the words “include,”
“includes” or “including” shall be deemed to be followed by the words “without limitation”;
and (v) references to “$” or “dollar” or “US$” shall be references to United States dollars.


 


Section
8.14. Exhibits, Schedules, Annexes. All exhibits, schedules, and annexes, and all documents expressly incorporated
into this Agreement, are hereby incorporated into this Agreement and are hereby made a part hereof as if set out in full in this
Agreement.


 


Section
8.15. Waiver of Jury Trial. EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL
BY JURY OF ANY CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION (I) ARISING UNDER THIS AGREEMENT OR (II) IN ANY WAY CONNECTED WITH OR
RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES IN RESPECT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS RELATED HERETO, IN
EACH CASE, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY, OR OTHERWISE. EACH PARTY HEREBY FURTHER
AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND
THAT THE PARTIES MAY FILE A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES TO THE WAIVER
OF THEIR RIGHT TO TRIAL BY JURY.


 




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Section
8.16. Jurisdiction and Venue. Each of the Parties (i) submits to the exclusive jurisdiction of the Court of Chancery
of the State of Delaware and any federal court located in the State of Delaware, or, if neither of such courts has jurisdiction,
any state court of the State of Delaware having jurisdiction, in any action or proceeding arising out of or relating to this Agreement,
(ii) agrees that all claims in respect of such action or proceeding may be heard and determined in any such court and (iii) agrees
not to bring any action or proceeding arising out of or relating to this Agreement in any other court. Each of the Parties waives
any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety, or other
security that might be required of any other Party with respect thereto. Each Party agrees that service of summons and complaint
or any other process that might be served in any action or proceeding may be made on such Party by sending or delivering a copy
of the process to the Party to be served at the address of the Party and in the manner provided for the giving of notices in Section
8.01. Nothing in this Section 8.16, however, shall affect the right of any Party to serve legal process in any other
manner permitted by Law. Each Party agrees that a final, non- appealable judgment in any action or proceeding so brought shall
be conclusive and may be enforced by suit on the judgment or in any other manner provided by Law.


 


Section
8.17. Remedies. The Parties agree that irreparable damage for which monetary damages, even if available, would not
be an adequate remedy, would occur in the event that the Parties do not perform their respective obligations under the provisions
of this Agreement in accordance with their specific terms or otherwise breach such provisions. It is accordingly agreed that the
Parties shall be entitled to an injunction or injunctions, specific performance and other equitable relief to prevent breaches
of this Agreement and to enforce specifically the terms and provisions of this Agreement. Each of the Parties agrees that it will
not oppose the granting of an injunction, specific performance and other equitable relief when expressly available pursuant to
the terms of this Agreement on the basis that the other Parties have an adequate remedy at law or an award of specific performance
is not an appropriate remedy for any reason at law or equity.


 


[Remainder
of page intentionally left blank.]


 




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IN
WITNESS WHEREOF, the Parties have executed and delivered this Transition Services Agreement as of the day and year first above
written.


 


	 	MEREDITH
    CORPORATION
	 	 
	 	By:	/s/
    Joseph H. Ceryanec
	 	Name:	Joseph
    H. Ceryanec
	 	Title:	Chief
    Financial Officer


 


[Signature
Pages to Transition Services
Agreement -ABG]


 




    	21



    	 



    

 


IN
WITNESS WHEREOF, the Parties have executed and delivered this Transition Services Agreement as of the day and year first above
written.


 


	 	ABG-SILLC
	 	 
	 	By:	ABG
    INTERMEDIATE HOLDINGS 2 LLC
	 	 	its
    Sole Member
	 	 	 
	 	By:	/s/
    Jay Dubiner
	 	Name:	Jay
    Dubiner
	 	Title:	General
    Counsel


 


[Signature
Pages to Transition Services
Agreement -ABG]


 




    	22



    	 



    

 


SCHEDULE
A


 


Service
Categories


 


	Service
    Category	 	Description	 	Applicable
                                         Termination Date

        



 


	1	Employees/
    HR	 	●	Provide
    services of the following photo-licensing related employees, consistent with past practice, during normal working hours:	 	March
    31, 2020
	 	Sellers’
    Functional Lead(s):	 	 	○
 Prem Kalliat	 	 
	 	Kara
    Brodell	 	 	○
     Will Welt	 	 
	 	Buyer
    Functional Lead(s):	 	 	○
 George Amores	 	 
	 	 	 	 	 	 	 
	2	IT
    - Infrastructure Services	 	Provision
    of infrastructure support services at Shared Spaces, which shall include:	 	March
    31, 2020
	 	 	 	 	 	 	 
	 	Sellers’
    Functional Lead(s):	 	 	 	 	 
	 	 	 	Use
    of End User Equipment	 	 
	 	Mike
    Lacy, Tracy Hinshaw	 	●	Use
    of all computer systems used by Buyer end users	 	(or
    coterminous with Space Sharing at 225 Liberty, if earlier)
	 	Buyer
    Functional Lead(s):	 	●	Use
    of all telephony instruments and accessories used by Buyer end users (Both collectively, “End User Equipment”).	 
	 	 	 	 	 	 	 
	 	 	 	Desktop
    Support Services	 	 
	 	 	 	 	 	 	 
	 	 	 	●	Maintenance	 	 
	 	 	 	●	Desktop	 	 
	 	 	 	●	Anti-virus
    and Intrusion detection agents	 	 
	 	 	 	●	Secure
    remote desktop admin	 	 
	 	 	 	●	Software
    distribution/security patches	 	 
	 	 	 	●	Repair
    and/or replacement (if required) of End User Equipment that malfunctions during Term with appropriate pass-through charges.	 	 
	 	 	 	 	 	 	 
	 	 	 	Information
    Security	 	 
	 	 	 	 	 	 	 
	 	 	 	●	Detection,
    Protection, Monitoring services of devices and networks	 	 
	 	 	 	 	 	 	 
	 	 	 	Telephony
    & Circuits	 	 
	 	 	 	 	 	 	 
	 	 	 	●	PBX,
    voice and data circuits	 	 


 




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	Service
    Category	 	Description	 	Applicable
                                         Termination Date

        



 


	 	 	 	IT
    Infrastructure Support	 	 
	 	 	 	 	 	 	 
	 	 	 	●	Firewalls	 	 
	 	 	 	●	Remote
    Access	 	 
	 	 	 	●	Network	 	 
	 	 	 	●	Network
    Scans	 	 
	 	 	 	●	Network
    File Shares and Data Migration	 	 
	 	 	 	 	 	 	 
	 	 	 	The
    following Services provided to all remotely located Buyer end users, regardless of whether or not the end user is located
    at a Shared Space (but not to the extent Buyer has moved end users from a Shared Space to a new Buyer space):	 	 
	 	 	 	 	 	 	 
	 	 	 	IT
    Support	 	 
	 	 	 	 	 	 	 
	 	 	 	●	Infrastructure/Connectivity
    (applications)	 	 
	 	 	 	●	Office365
    (email, calendar)	 	 
	 	 	 	●	iPhone
    Active Sync -Exchange servers	 	 
	 	 	 	●	Advanced
    Email Threat Protection services	 	 
	 	 	 	●	Email
    migration support services	 	 
	 	 	 	 	 	 	 
	3	Media
    Grid	 	●	Provide
    access for MediaGrid consistent with number of seats for SI	 	March
    31, 2020, with no right to terminate early
	 	 	 	 	 	 	 
	4	Photolink	 	●	Provide
    access for Photolink for use in connection with MediaGrid	 	March
    31, 2020
	 	 	 	 	 	 	 
	5	Storyfinder	 	●	Provide
    access to StoryFinder or a replacement service selected by Seller with substantially similar functionality	 	March
    31, 2020 

(or coterminous with Space Sharing at 225 Liberty, if earlier)
	 	 	 	 	 	 	 
	6	Vault
    Storage	 	●	Shared
    Vault Facility at GRM Information Management Services, Inc., 215 Coles Street, Jersey City, NJ 07310	 	December
    31, 2019
	 	 	 	●	Removal
    of any files or boxes from facility require coordination with and approval of Jill Golden (or her designee) at Meredith (jill.golden@meredith.com
    or 212-522-2052)	 	 
	 	 	 	 	 	 	 
	7	Book
    Storage	 	●	Storage
    of book inventory by Hachette	 	2
    Months from Effective Date
	 	 	 	 	 	 	 
	8	Archive
    Storage	 	●	Storage
    of Sports Illustrated Archive Inventory in West Pittston, Pennsylvania	 	December
    31, 2019
	 	 	 	 	 	 	 
	9	Ferrari
    Color and Trends International Contract Transition	 	●	Provide
    transition support for Ferrari Color and Trends International agreements until assignment of such agreements to buyer	 	December
    31, 2019
	 	 	 	 	○	Seller
    will pass through to Buyer all revenue (net of any revenue share paid to Ferrari Color and/or Trends International) received
    by Seller pursuant to such agreements for periods following the Effective Date	 	 


 


*
Service Categories may only be terminated in part to the extent there is no impact on the provision of the other services in the
same or another Service Category.


 




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SCHEDULE
B


 


Space
Sharing Locations


 


	Space
                                         Sharing Locations

                                                                                                        

                                                                                                       

        Sellers’
        Functional Leads: Dan Kollar 

         

        Buyer
        Functional Leads:
	 	Applicable
    

Termination

 Date
	1.
    225 Liberty Street, New York, New York 10281, pursuant to that certain Lease, dated as of May 20, 2014, between Time Inc.
    and WFB Tower B Co. L.P., as amended on August 25, 2014, September 29, 2014, and December 31, 2017.	 	March
    31, 2020
	 	 	 
	●	Includes
    reasonable access to the following occupancy services consistent with access prior to the Closing: Auditorium, Conference
    center, Café, Ditto Center, Conference Rooms, Cleaning, Mail Delivery, Pantry, Lounges, Copy Machines, Security and
    Security Card Access.	 	 
	 	 	 	 
	●	Reimbursable
    Services are the following and shall be billed on established rate cards or contractual pricing: Postage (large mailings),
    Messenger Service, Overnight Mail (i.e., FedEx, UPS), and Office Supplies.	 	 
	 	 	 	 
	●	Seller
    shall have the right to relocate Buyer personnel whose services are provided pursuant to this Agreement within the building
    to an alternative location at any time; provided that Buyer personnel shall have reasonable access to storage space at the
    Space Sharing Location housing the Magazine’s archives and any systems necessary for the personnel to provide the Services
    set forth on Schedule A.	 	 


 




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SCHEDULE
C


 


Costs


 


	 	 	Monthly
    Cost in 000s
	Service Category	 	Sports
    Illustrated
	 	 	 	 	 
	1	 	HR

         

        *
        Pass through of each employee’s fully loaded compensation and benefit costs. (Benefit costs will be allocated where
        actual costs are not readily available.)

         

        *
        Buyer shall be responsible for the pro-rated portion of Prem Kalliat’s 15% bonus costs to the extent Buyer does
        not make a qualifying employment offer to such employee prior to the Applicable Termination Date.

         

        *
        3rd party services providers will be charged at cost
	 	$24.1
	 	 	 	 	 
	2	 	IT
                                         - Infrastructure Services

         

        *
        Plus equipment pass-through costs.

         

        *
        Covers existing SI employees as of the Second Closing; support of additional/new employees require an additional per-employee
        fee.
	 	$1.5
	 	 	 	 	 
	3	 	Media
                                         Grid

         

        Maven
        shall have the right to use, subject to the terms of this Agreement
	 	$5.0
	 	 	 	 	 
	4	 	Photolink	 	$1.0
	 	 	 	 	 
	5	 	Storyfinder

         

        Maven
        shall have the right to use, subject to the terms of this Agreement
	 	$2.0
	 	 	 	 	 
	6	 	Space
                                         Sharing

         

        *
        Plus reimbursable services set forth on Schedule B.

         

        *
        Covers 3 photo employees.
	 	$3.7
	 	 	 	 	 





	7	 	Vault
    Storage	 	Pass
    through of invoice costs received from vendor
	 	 	 	 	 
	8	 	Book
    Storage	 	$2.0
	 	 	 	 	 
	9	 	Sports
    Illustrated Archive Storage	 	$.4
	 	 	 	 	 
	10	 	Ferrari
                                         Color and Trends International Contract Transition

         

        *
        Any out-of-pocket costs paid to Ferrari Color, Trends International or a third party in connection with these Agreements
        will be passed through. For the avoidance of doubt, this shall exclude any costs associated with the development of images
        to be supplied under these agreements (e.g., costs of Swimsuit shoots).
	 	$0.0


 


Buyer
agrees to pay the Cost for the Space Sharing during each calendar month of the Term (or portion thereof), in advance commencing
on the Effective Date and continuing on the first day of each calendar month thereafter until the Space Sharing Applicable Termination
Date. The monthly Cost for the Space Sharing shall be as set forth on Schedule C attached hereto. The first installment
of the monthly Cost shall be due upon Buyer’s execution of this Agreement. In the event Buyer requests additional services,
e.g. overtime HVAC, such services shall be billed separately and Buyer shall remit payment to Seller within twenty (20) days following
receipt of an invoice therefore.


 


Subject
to Section 3.01: (A) The Costs set forth on this Schedule C (other than with respect to the Space Sharing and HR) are the Costs
of Seller personnel to perform the Services. (B) Buyer shall be responsible for the payment of all actual, out-of-pocket costs
attributable to Buyer for Third-Party Service Providers and any licenses that are necessary for Seller to perform the Services,
which may be set forth on Schedule C or otherwise identified by Seller to Buyer. (C) Buyer shall make payments for such
costs in accordance with Section 3.03.


 


With
respect to HR/Benefits, Buyer shall prefund all Costs (including estimated payroll and benefits Costs) at least seven (7) days
prior to the applicable payroll period or benefit month, provided that the first installment of Costs for the first month of HR
Services shall be due upon Buyer’s execution of this Agreement.


 




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SCHEDULE
D


 


Bank
Account Information


 


[To
be provided.]


 




    	27