Execution
Version

     

      
        

      

       

    

    INTEREST
PURCHASE AGREEMENT

     

    By and
Among

     

    ICONIX
BRAND GROUP, INC.,

     

    UNITED
FEATURE SYNDICATE, INC.

     

    
      and

       

      THE
E.W. SCRIPPS COMPANY

       

        
          

        

      

    

     

    April 26,
2010


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    TABLE
OF CONTENTS

     


    
      
        
          
            
              
                
                  
                    	 
      	 
      	 	
                            Page

                          	 
	 
      	 
      	 	 	 
	
                            ARTICLE
      I

                          	
                            DEFINITIONS

                          	 	 	1	 
	
                            Section
      1.1

                          	
                            Definitions

                          	 	 	1	 
	
                            Section
      1.2

                          	
                            Usage.

                          	 	 	10	 
	
                            ARTICLE
      II

                          	
                            CONTRIBUTION
      AND ASSUMPTION; SALE OF INTERESTS; CLOSING

                          	 	 	11	 
	
                            Section
      2.1

                          	
                            Contribution
      and Assumption.

                          	 	 	11	 
	
                            Section
      2.2

                          	
                            Interests

                          	 	 	11	 
	
                            Section
      2.3

                          	
                            Purchase
      Price

                          	 	 	11	 
	
                            Section
      2.4

                          	
                            Company
      Working Capital Adjustment.

                          	 	 	12	 
	
                            Section
      2.5

                          	
                            Closing

                          	 	 	13	 
	
                            ARTICLE
      III

                          	
                            REPRESENTATIONS
      AND WARRANTIES AS TO SELLER  AND CERTAIN OF ITS
      SUBSIDIARIES

                          	 	 	13	 
	
                            Section
      3.1

                          	
                            Organization
      and Good Standing.

                          	 	 	13	 
	
                            Section
      3.2

                          	
                            Enforceability;
      Authority; No Conflict.

                          	 	 	14	 
	
                            Section
      3.3

                          	
                            Capitalization

                          	 	 	15	 
	
                            Section
      3.4

                          	
                            Financial
      Statements.

                          	 	 	16	 
	
                            Section
      3.5

                          	
                            Title
      to Business Assets

                          	 	 	16	 
	
                            Section
      3.6

                          	
                            Legal
      Proceedings; Orders.

                          	 	 	16	 
	
                            Section
      3.7

                          	
                            Absence
      of Certain Changes and Events

                          	 	 	17	 
	
                            Section
      3.8

                          	
                            Contracts.

                          	 	 	18	 
	
                            Section
      3.9

                          	
                            Compliance
      with Laws

                          	 	 	20	 
	
                            Section
      3.10

                          	
                            Employees.

                          	 	 	20	 
	
                            Section
      3.11

                          	
                            Peanuts
      Feature Intellectual Property.

                          	 	 	21	 
	
                            Section
      3.12

                          	
                            Seller
      Software.

                          	 	 	22	 
	
                            Section
      3.13

                          	
                            Certain
      Payments

                          	 	 	23	 
	
                            Section
      3.14

                          	
                            Accounts
      Receivable

                          	 	 	23	 
	
                            Section
      3.15

                          	
                            Brokers
      or Finders

                          	 	 	23	 
	
                            Section
      3.16

                          	
                            Condition
      and Sufficiency of Facilities

                          	 	 	24	 
	
                            Section
      3.17

                          	
                            No
      Undisclosed Liabilities

                          	 	 	24	 
	
                            Section
      3.18

                          	
                            Transactions
      with Affiliates

                          	 	 	24	 
	
                            Section
      3.19

                          	
                            Sufficiency
      of Assets

                          	 	 	24	 
	
                            Section
      3.20

                          	
                            Customers,
      Suppliers and Licensees

                          	 	 	24	 
	
                            Section
      3.21

                          	
                            Books
      of Account and Reports

                          	 	 	25	 
	
                            Section
      3.22

                          	
                            Seller
      Tax Representations

                          	 	 	25	 
	
                            Section
      3.23

                          	
                            No
      Material Adverse Effect

                          	 	 	25	 
	
                            ARTICLE
      IV

                          	
                            ADDITIONAL
      REPRESENTATIONS AND WARRANTIES AS  TO UMKK AND UMNET AND
      PARENT

                          	 	 	25	 
	
                            Section
      4.1

                          	
                            Tax
      Representations

                          	 	 	25	 
	
                            Section
      4.2

                          	
                            Employee
      Benefits.

                          	 	 	27	 
	
                            Section
      4.3

                          	
                            Insurance.

                          	 	 	29	 
	
                            Section
      4.4

                          	
                            Parent
      Representations.

                          	 	 	29	 


                  

                

              

            

          

        

      

    


    
      
         


      

      
        - i
-

        
          

        

      

      
         


      

    


    
      TABLE
OF CONTENTS

      (continued)

       

    

    
      
        
          
            
              
                
                  
                    
                      
                        	 	 	 	
                                Page

                              	 
	 	 	 	 	 	 
	
                                ARTICLE
      V

                              	
                                REPRESENTATIONS
      AND WARRANTIES OF BUYER

                              	 	 	30	 
	
                                Section
      5.1

                              	
                                Organization
      and Good Standing

                              	 	 	30	 
	
                                Section
      5.2

                              	
                                Authority;
      No Conflict.

                              	 	 	31	 
	
                                Section
      5.3

                              	
                                Investment
      Intent; Financial Capability

                              	 	 	31	 
	
                                Section
      5.4

                              	
                                Certain
      Proceedings

                              	 	 	31	 
	
                                Section
      5.5

                              	
                                Brokers
      or Finders

                              	 	 	31	 
	
                                Section
      5.6

                              	
                                Investigation
      by Buyer

                              	 	 	31	 
	
                                ARTICLE
      VI

                              	
                                COVENANTS
      OF SELLER PRIOR TO CLOSING DATE

                              	 	 	32	 
	
                                Section
      6.1

                              	
                                Access
      and Investigation

                              	 	 	32	 
	
                                Section
      6.2

                              	
                                Operation
      of the Business

                              	 	 	32	 
	
                                Section
      6.3

                              	
                                Commercially
      Reasonable Efforts

                              	 	 	33	 
	
                                Section
      6.4

                              	
                                Audited
      Financials

                              	 	 	33	 
	
                                ARTICLE
      VII

                              	
                                COVENANTS
      OF BUYER PRIOR TO CLOSING DATE

                              	 	 	33	 
	
                                Section
      7.1

                              	
                                Commercially
      Reasonable Efforts

                              	 	 	33	 
	
                                Section
      7.2

                              	
                                Buyer
      Acknowledgement

                              	 	 	33	 
	
                                ARTICLE
      VIII

                              	
                                MISCELLANEOUS
      COVENANTS

                              	 	 	33	 
	
                                Section
      8.1

                              	
                                Tax
      Treatment of Purchase of Membership Interests in Company

                              	 	 	33	 
	
                                Section
      8.2

                              	
                                Required
      Approvals of Governmental Bodies.

                              	 	 	33	 
	
                                Section
      8.3

                              	
                                Notice
      of Developments; Access to Records

                              	 	 	34	 
	
                                Section
      8.4

                              	
                                Transition
      Services Agreements; Sublease; Syndicate Services
Agreement

                              	 	 	35	 
	
                                Section
      8.5

                              	
                                Employees
      of the Business.

                              	 	 	35	 
	
                                Section
      8.6

                              	
                                Tax
      Matters

                              	 	 	37	 
	
                                Section
      8.7

                              	
                                Mail
      and Other Communications

                              	 	 	40	 
	
                                Section
      8.8

                              	
                                Transfer
      Taxes

                              	 	 	40	 
	
                                Section
      8.9

                              	
                                Use
      of United Media and United Feature Syndicate Names

                              	 	 	40	 
	
                                Section
      8.10

                              	
                                Consents
      to Assignments of Contracts

                              	 	 	41	 
	
                                Section
      8.11

                              	
                                Bank
      Group Consent and Release

                              	 	 	41	 
	
                                Section
      8.12

                              	
                                Credit
      Support Arrangements

                              	 	 	41	 
	
                                Section
      8.13

                              	
                                Post-Closing
      Intellectual Property Transfer Recordation

                              	 	 	41	 
	
                                Section
      8.14

                              	
                                Tarsin
      Agreement and Ringtales Agreement

                              	 	 	42	 
	
                                Section
      8.15

                              	
                                Original
      Peanuts Drawings

                              	 	 	42	 
	
                                Section
      8.16

                              	
                                Accounts
      Receivable

                              	 	 	42	 
	
                                Section
      8.17

                              	
                                Foreign
      Withholding Tax Credit

                              	 	 	42	 
	
                                Section
      8.18

                              	
                                Name
      Change

                              	 	 	42	 
	
                                ARTICLE
      IX

                              	
                                CONDITIONS
      PRECEDENT TO BUYER’S OBLIGATION TO CLOSE

                              	 	 	42	 
	
                                Section
      9.1

                              	
                                Accuracy
      of Representations

                              	 	 	42	 
	
                                Section
      9.2

                              	
                                Seller’s
      Performance

                              	 	 	43	 
	
                                Section
      9.3

                              	
                                Additional
      Documents

                              	 	 	43	 
	
                                Section
      9.4

                              	
                                No
      Injunction

                              	 	 	43	 


                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        - ii
-

        
          

        

      

      
         


      

    


    
      TABLE
OF CONTENTS

      (continued)

       

    

    
      
        
          
            
              
                
                  
                    
                      	 	 	 	
                              Page

                            	 
	 	 	 	 	 	 
	
                              Section
      9.5

                            	
                              Governmental
      Approvals

                            	 	 	43	 
	
                              Section
      9.6

                            	
                              Material
      Adverse Effect

                            	 	 	43	 
	
                              ARTICLE
      X

                            	
                              CONDITIONS
      PRECEDENT TO SELLER’S OBLIGATION TO CLOSE

                            	 	 	44	 
	
                              Section
      10.1

                            	
                              Accuracy
      of Representations

                            	 	 	44	 
	
                              Section
      10.2

                            	
                              Buyer’s
      Performance

                            	 	 	44	 
	
                              Section
      10.3

                            	
                              Additional
      Documents

                            	 	 	44	 
	
                              Section
      10.4

                            	
                              No
      Injunction

                            	 	 	44	 
	
                              Section
      10.5

                            	
                              Governmental
      Approvals

                            	 	 	44	 
	
                              ARTICLE
      XI

                            	
                              TERMINATION

                            	 	 	45	 
	
                              Section
      11.1

                            	
                              Termination
      of Agreement

                            	 	 	45	 
	
                              Section
      11.2

                            	
                              Effect
      of Termination

                            	 	 	45	 
	
                              ARTICLE
      XII

                            	
                              INDEMNIFICATION;
      REMEDIES

                            	 	 	46	 
	
                              Section
      12.1

                            	
                              General
      Indemnification by Seller and Parent

                            	 	 	46	 
	
                              Section
      12.2

                            	
                              Tax
      Indemnification by Seller and Parent

                            	 	 	46	 
	
                              Section
      12.3

                            	
                              Indemnification
      by Buyer

                            	 	 	46	 
	
                              Section
      12.4

                            	
                              Time
      Limitations

                            	 	 	47	 
	
                              Section
      12.5

                            	
                              Limitations
      on Amount.

                            	 	 	47	 
	
                              Section
      12.6

                            	
                              Procedure
      for Indemnification – Third Party Claims.

                            	 	 	48	 
	
                              Section
      12.7

                            	
                              Adjustment
      to Purchase Price

                            	 	 	49	 
	
                              Section
      12.8

                            	
                              Damages

                            	 	 	49	 
	
                              ARTICLE
      XIII

                            	
                              GENERAL
      PROVISIONS

                            	 	 	49	 
	
                              Section
      13.1

                            	
                              Expenses

                            	 	 	49	 
	
                              Section
      13.2

                            	
                              Public
      Announcements

                            	 	 	49	 
	
                              Section
      13.3

                            	
                              Notices

                            	 	 	49	 
	
                              Section
      13.4

                            	
                              Jurisdiction;
      Service Of Process

                            	 	 	50	 
	
                              Section
      13.5

                            	
                              Further
      Assurances

                            	 	 	50	 
	
                              Section
      13.6

                            	
                              Waiver

                            	 	 	51	 
	
                              Section
      13.7

                            	
                              Entire
      Agreement and Modification

                            	 	 	51	 
	
                              Section
      13.8

                            	
                              Schedules.

                            	 	 	51	 
	
                              Section
      13.9

                            	
                              Assignments
      and Successors

                            	 	 	51	 
	
                              Section
      13.10

                            	
                              Severability

                            	 	 	52	 
	
                              Section
      13.11

                            	
                              Section
      Headings, Construction

                            	 	 	52	 
	
                              Section
      13.12

                            	
                              Governing
      Law; Waiver of Jury Trial

                            	 	 	52	 
	
                              Section
      13.13

                            	
                              Counterparts

                            	 	 	52	 
	
                              Section
      13.14

                            	
                              No
      Third Party Beneficiaries

                            	 	 	52	 
	
                              Section
      13.15

                            	
                              Specific
      Performance

                            	 	 	52	 


                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        - iii
-

        
          

        

      

      
         


      

    

     

    
      Schedules
& Exhibits

       

    

    
      
        
          	
                  Schedules

                
	
                  Schedule
      1.1(a)

                	
                  -

                	
                  Working
      Capital Statement

                
	
                  Schedule
      1.1(b)

                	
                  -

                	
                  Knowledge

                
	
                  Schedule
      1.1(c)

                	
                  -

                	
                  Material
      Contracts

                
	
                  Schedule
      1.1(d)

                	
                  -

                	
                  Transferred
      Peanuts Trademarks and Domain Names

                
	
                  Schedule
      2.1(a)(i)

                	
                  -

                	
                  Business
      Assets

                
	
                  Schedule
      2.1(a)(ii)

                	
                  -

                	
                  Syndication
      Business Assets

                
	
                  Schedule
      2.1(a)(iii)

                	
                  -

                	
                  Excluded
      Assets

                
	
                  Schedule
      3.2

                	
                  -

                	
                  Authority;
      No Conflict; Consents

                
	
                  Schedule
      3.5

                	
                  -

                	
                  Title
      to Business Assets

                
	
                  Schedule
      3.6

                	
                  -

                	
                  Legal
      Proceedings; Orders

                
	
                  Schedule
      3.7

                	
                  -

                	
                  Absence
      of Certain Changes and Events

                
	
                  Schedule
      3.8(a)

                	
                  -

                	
                  Business
      Contracts

                
	
                  Schedule
      3.8(b)

                	
                  -

                	
                  Unenforceable
      Business Contracts

                
	
                  Schedule
      3.8(c)

                	
                  -

                	
                  Material
      Adverse Effect of Business Contracts

                
	
                  Schedule
      3.10

                	
                  -

                	
                  Employees

                
	
                  Schedule
      3.11(a)

                	
                  -

                	
                  Registered
      Trademarks

                
	
                  Schedule
      3.11(b)

                	
                  -

                	
                  Copyright
      Registrations

                
	
                  Schedule
      3.11(c)

                	
                  -

                	
                  Ownership
      and License of Copyrights

                
	
                  Schedule
      3.11(d)

                	
                  -

                	
                  Written
      Claims against Peanuts Assets

                
	
                  Schedule
      3.11(f)

                	
                  -

                	
                  Orders
      against Peanuts Assets

                
	
                  Schedule
      3.11(g)

                	
                  -

                	
                  Impairment
      of Transferred Peanuts IP

                
	
                  Schedule
      3.11(h)

                	
                  -

                	
                  Title
      to Owned Peanuts Assets

                
	
                  Schedule
      3.12(a)

                	
                  -

                	
                  Seller
      Software

                
	
                  Schedule
      3.12(c)

                	
                  -

                	
                  Infringements
      of Seller Software

                
	
                  Schedule
      3.12(e)

                	
                  -

                	
                  Third
      Party Software

                
	
                  Schedule
      3.14

                	
                  -

                	
                  Business
      Accounts Receivable

                
	
                  Schedule
      3.16

                	
                  -

                	
                  Facilities

                
	
                  Schedule
      3.17

                	
                  -

                	
                  Undisclosed
      Liabilities

                
	
                  Schedule
      3.18

                	
                  -

                	
                  Transactions
      with Affiliates

                
	
                  Schedule
      3.20

                	
                  -

                	
                  Customers,
      Suppliers and Licensees

                
	
                  Schedule
      4.1

                	
                  -

                	
                  Tax
      Representations

                
	
                  Schedule
      4.2(a)

                	
                  -

                	
                  Employee
      Benefit Plans

                
	
                  Schedule
      4.2(c)

                	
                  -

                	
                  Obligations
      under Employee Benefit Plans

                
	
                  Schedule
      4.3(a)

                	
                  -

                	
                  Insurance
      Policies

                
	
                  Schedule
      4.3(c)

                	
                  -

                	
                  Refusal
      of Coverage

                
	
                  Schedule
      4.4

                	
                  -

                	
                  Parent
      Conflicts; Consents

                
	
                  Schedule
      8.5

                	
                  -

                	
                  Severance;
      Severance Agreements

                
	
                  Schedule
      8.12

                	
                  -

                	
                  Credit
      Support Arrangements

                


        

      

    

    
      
        	
                Exhibits

              
	
                Exhibit
      A

              	
                -

              	
                Contribution
      Agreement

              
	
                Exhibit
      B

              	
                -

              	
                Principal
      Terms of Sublease

              
	
                Exhibit
      C

              	
                -

              	
                Principal
      Terms of Transition Services Agreement

              
	
                Exhibit
      D

              	
                -

              	
                Financial
      Statements

              
	
                Exhibit
      E

              	
                -

              	
                Release

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    INTEREST
PURCHASE AGREEMENT

     

    This
Interest Purchase Agreement (the “Agreement”) is made
as of April 26, 2010, by Iconix Brand Group, Inc., a Delaware corporation
(“Buyer”),
United Feature Syndicate, Inc., a New York corporation (“Seller”) and The E.W.
Scripps Company, an Ohio corporation (“Parent”).

     

    RECITALS

     

    Seller
owns all of the issued and outstanding interests of Character Licensing, LLC, a
Delaware limited liability company (the “Company”).

     

    Seller
desires to sell, and Buyer desires to purchase, all of the issued and
outstanding interests of the Company (the “Interests”) for the
consideration and on the terms and conditions set forth in this
Agreement.

     

    AGREEMENT

     

    The parties, intending to be legally
bound, agree as follows:

     

    ARTICLE
I

    DEFINITIONS

     

    Section
1.1            Definitions.  For
purposes of this Agreement, the following terms and variations thereof have the
meanings specified or referred to in this Section
1.1:

     

    “ABC” is defined in
Section
3.20.

     

    “Accountants” is
defined in Section
2.4(c).

     

    “Affiliate” means,
with respect to any Person, any other Person (a) that directly, or indirectly
through one or more intermediaries, controls or is controlled by or is under
common control with such Person, (b) that is a general partner, director,
manager, trustee or principal officer of, or a limited partner owning more than
10% of, or that serves in a similar capacity with respect to, such Person, or
(c) of which such Person is a general partner, director, manager, trustee or
principal officer or a limited partner owning more than 10% of, or with respect
to which such Person serves in a similar capacity.  For purposes of
this definition, “control” means the possession, directly or indirectly, of the
power to direct or to cause the direction of the management or policies of the
Person in question through the ownership of voting securities or by contract or
otherwise.  For purposes of this Agreement, each of The Edward W.
Scripps Trust, Scripps Networks Interactive, Inc. and any of its direct or
indirect Subsidiaries shall not be deemed an Affiliate of Seller
hereunder.

     

    “Aged Accounts
Receivable” is defined in the definition of Current Assets.

     

    “Agreement” is defined
in the preamble hereto.

     

    “Asset Allocation
Statement” is defined in Section
8.6(j).


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    “Basket” is defined in
Section
12.5(b).

     

    “Books and Records” is
defined in Section
8.3.

     

    “Borrower Group” is
defined in Section
8.11.

     

    “Business” is defined
in Section
2.1(a).

     

    “Business Accounts
Receivable” is defined in Section
3.14.

     

    “Business Assets” is
defined in Section
2.1(a).

     

    “Business Contracts”
is defined in Section
2.1(b).

     

    “Business Day” means
any day other than a Saturday or a Sunday, and any day other than a day that is
a bank holiday in the State of New York.

     

    “Business Employee” is
defined in Section
3.10(b)(i).

     

    “Buyer” is defined in
the preamble to this Agreement.

     

    “Cap” is defined in
Section
12.5(c).

     

    “Closing” is defined
in Section
2.5.

     

    “Closing Date” means
the date and time as of which the Closing actually takes place.

     

    “Closing Date
Statement” is defined in Section
2.4(b).

     

    “Company” is defined
in the Recitals to this Agreement

     

    “Consent” means any
approval, consent, ratification, waiver, or other authorization (including any
Governmental Authorization).

     

    “Contemplated
Transactions” means all of the transactions contemplated by this
Agreement, including: (a) the sale of the Interests by Seller to Buyer; (b) the
execution, delivery, and performance of the Transaction Documents, including the
Contribution; (c) the performance by Buyer and Seller of their respective
covenants and obligations under this Agreement; and (d) Buyer’s acquisition and
ownership of the Interests.

     

    “Contract” means any
agreement, contract, obligation, promise, or undertaking, whether written or
oral.

     

    “Contribution” is
defined in Section
2.1(a).

     

    “Contribution
Agreement” is defined in Section
2.1(a).


    
      
         


      

      
        - 2 -

        
          

        

      

      
         


      

    

     

    “Copyrights” means
throughout the world, all registered and unregistered copyrights and
registrations and applications to register the same, and all design and database
rights, including moral rights of authors.

     

    “Credit Agreement” is
defined in Section
8.11.

     

    “Credit Support
Arrangements” is defined in Section
8.12.

     

    “Current Assets” means
those items identified as Current Assets on a Working Capital Statement set
forth on Schedule
1.1(a), as determined (except as set forth on Schedule 1.1(a)) in a
manner consistent with the accounting practices used in preparing the unaudited
proforma consolidated balance sheet of the Business as at March 31, 2010 as set
forth in Section
3.4.  The calculation of Current Assets shall not include (i)
any deferred Tax assets or (ii) any Accounts Receivable which have been
outstanding for more than 90 days from the applicable due date pursuant to the
relevant Contract (“Aged Accounts
Receivable”).

     

     “Current Liabilities”
means those items identified as Current Liabilities on a Working Capital
Statement set forth on Schedule 1.1(a), as
determined (except as set forth on Schedule 1.1(a)) in a
manner consistent with the accounting practices used in preparing the unaudited
proforma consolidated balance sheet of the Business as at March 31, 2010 as set
forth in Section
3.4.  The calculation of Current Liabilities shall not include
any deferred Tax liabilities or liabilities required to be recorded on the
Financial Statements pursuant to Financial Accounting Standards Board No.
48.

     

    “Damages” is defined
in Section
12.1.

     

    “Designated Reps” is
defined in Section
12.4.

     

    “Dispute Resolution
Period” is defined in Section
8.6(j).

     

    “Employee Benefit
Plan” means any deferred compensation, incentive compensation, stock
purchase, stock option or other equity compensation plan, program, agreement or
arrangement; any severance or termination pay, medical, surgical,
hospitalization, life insurance or other “welfare” plan, fund or program (within
the meaning of section 3(1) of the Employee Retirement Income Security Act of
1974, as amended (“ERISA”)); any
profit-sharing, stock bonus or other “pension” plan, fund or program (within the
meaning of section 3(2) of ERISA); any employment, termination or severance
agreement; and any other employee benefit plan, fund, program, agreement or
arrangement.

     

    “Encumbrance” means
any lien, claim, encumbrance, mortgage, easement, charge, option, pledge,
security interest or other encumbrance of any nature whatsoever, other than
restrictions on transfer of securities imposed by federal or state securities
laws.

     

    “Estimated Working
Capital” is defined in Section
2.4(a).

     

    “Excluded Assets” is
defined in Section
2.1(a).

     

    “Final Determination”
is defined in Section
12.7.


    
      
         


      

      
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    “Final Order” means an
Order of a Governmental Body that is in full force and effect and with respect
to which no appeal, request for stay, request for reconsideration or other
request for review is pending; with respect to which the time for appeal,
requesting a stay, requesting reconsideration or requesting other review has
expired; and with respect to which the time for the Governmental Body to set
aside the order sua
sponte has expired.

     

    “Fundamental Reps” is
defined in Section
12.4.

     

    “GAAP” is defined in
Section
3.4(b).

     

    “Governmental
Authorization” means any approval, consent, license, permit, waiver, or
other authorization issued, granted, given, or otherwise made available by or
under the authority of any Governmental Body or pursuant to any Legal
Requirement.

     

    “Governmental Body”
means any: (a) nation, state, county, city, town, village, district, or other
jurisdiction of any nature; (b) federal, state, local, municipal, foreign, or
other government; (c) governmental or quasi-governmental authority of any nature
(including any governmental agency, branch, department, official, or entity and
any court or other tribunal); (d) multi-national governmental or
quasi-governmental organization or body; or (e) body exercising, or entitled to
exercise, any administrative, executive, judicial, legislative, police,
regulatory, or taxing authority or power of any nature.

     

    “Hired Employee” is
defined in Section
8.5(a).

     

    “HSR Act” is defined
in Section
8.2(b).

     

    “Intellectual
Property” means all Trademarks and all Copyrights and any other
intellectual property rights (including remedies against infringement thereof
and rights of protection of interest therein under the law of all
jurisdictions).

     

    “Indebtedness” means,
with respect to any Person and without duplication, (a) all obligations of such
Person for borrowed money, (b) all obligations of such Person evidenced by
bonds, debentures, notes or other similar instruments, (c) all obligations of
such Person upon which interest charges are customarily paid, (d) all
capitalized lease obligations of such Person, (e) all obligations of such Person
issued or assumed as the deferred purchase price of property, all conditional
sale obligations of such Person and all obligations of such Person under any
title retention agreement, (f) all letters of credit, banker’s acceptances or
similar credit transactions (including reimbursement obligations in respect
thereof) issued on behalf of such Person, (g) all guarantees and other
contingent obligations of such Person in respect of indebtedness of another
Person of the type referred to in clauses (a) through (f) above, (h) all
indebtedness of another Person of the type referred to in clauses (a) through
(g) above which is secured by any Encumbrance on any asset or property of such
Person and (i) all obligations under commodity agreements, currency agreements
or interest rate agreements of such Person.

     

    “Interests” is defined
in the Recitals of this Agreement.


    
      
         


      

      
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    “IRC” means the
Internal Revenue Code of 1986, as amended, or any successor law, and regulations
issued by the IRS pursuant thereto.

     

    “IRCA” is defined in
Section
3.10(g).

     

    “IRS” means the U.S.
Internal Revenue Service or any successor agency, and, to the extent relevant,
the U.S. Department of the Treasury.

     

    “Japanese Anti-Monopoly
Act” means the Japanese Act on Prohibition of Private Monopolization and
Maintenance of Fair Trade (Act No. 54 of April 14, 1947), as
amended.

     

    “Knowledge of
the  Seller” means the actual knowledge of the officers and
directors of Seller named on Schedule 1.1(b), in each case after due inquiry of
those individuals responsible for the matter being represented or
warranted.  “Knowledge of the
Buyer” means the actual knowledge of the officers and directors of Buyer
named on Schedule
1.1(b), in each case after due inquiry of those individuals responsible
for the matter being represented or warranted.  Notwithstanding
anything to the contrary, where “Knowledge” refers to the absence of a
particular fact or matter, an individual will not be deemed to have “Knowledge”
unless he or she is actually aware of the presence of such particular fact or
matter.

     

    “Legal Requirement”
means any order, constitution, law, ordinance, principle of common law,
regulation, statute, or treaty of any Governmental Body.

     

    “Licensed
Installments” means the installments of the Peanuts Feature that are the
subject of the Heirs’ Renewal Copyrights as that term is used in The 1979
Agreement.

     

    “Lender Banks” is
defined in Section
8.11.

     

    “Licensed Peanuts
Assets” means the following Peanuts Feature-related
assets:  (a) the Licensed Installments; (b) derivative works derived
by Seller from the Licensed Installments, if any; and (c) those assets relating
to the Peanuts Feature for which Seller is currently licensed or which Seller is
otherwise permitted by other Persons to use pursuant to the Business
Contracts.

     

    “Material Adverse
Effect” or “Material Adverse
Change” means, as to the Business, any change, circumstance, occurrence,
event, development or effect that individually or in the aggregate, is, has been
or would reasonably be expected to be materially adverse to the financial
condition, business, assets, operating results, or operations of the Business,
or as to either party hereto or the Company, the ability of such person to
consummate or perform the Contemplated Transactions in accordance with the terms
of the Transaction Documents; provided, however, that none of the following
shall constitute or be deemed to be a Material Adverse Effect or Material
Adverse Change, and otherwise shall not be taken into account in determining
whether a Material Adverse Effect or Material Adverse Change has occurred or
would reasonably be expected to occur: any adverse effect or change resulting
from (a) (i) the U.S. or global economy generally or capital or financial
markets generally, including changes in interest or exchange rates, (ii)
political conditions generally of the U.S. or any other country or jurisdiction
in which Seller or the Company conducts its Business or (iii) changes that are
the result of factors generally affecting the media industry, except, in each
case, to the extent that they affect the Business in a materially
disproportionate manner relative to other participants in the media industry;
(b) the announcement of the transactions contemplated by, including, the
reaction of employees, licensees, partners and talent of the Business in
connection therewith, or the performance of obligations under, this Agreement
and the other Transaction Documents; (c) any changes or prospective changes
after the date of this Agreement in applicable Legal Requirement or the
enforcement or interpretation thereof; or (d) any hostilities, act of war,
sabotage, terrorism or military actions or any escalation or worsening of any
such hostilities, act of war, sabotage, terrorism or military actions except to
the extent that they affect the Business in a materially disproportionate manner
relative to other participants in the media industry.


    
      
         


      

      
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    “Material Contract”
means any Business Contract (i) referenced in Section 3.8(a)(i)
under which either Seller or UMKK has received cash in excess of $200,000 in the
one-year period ended December 31, 2008 or the one-year period ended December
31, 2009; (ii) set forth in Schedule 1.1(c); or
(iii) referenced in Section 3.8(a) (ii) or
(iii).

     

    “Non-Disclosure
Agreement” means the Non-Disclosure Agreement between Buyer and Seller
dated March 16, 2010.

     

    “Order” means any
award, decree, decision, injunction, judgment, order, ruling, subpoena or
verdict entered, issued, made, or rendered by any court, administrative agency
or other Governmental Body or by any arbitrator.

     

    “Organizational
Documents” means, as to any Person, (a) the articles or certificate of
incorporation and bylaws or code of regulations of a corporation; or (b) the
articles of organization or certificate of formation or similar document and
limited liability company agreement or operating agreement or similar document
of a limited liability company; (c) any charter or similar document adopted or
filed in connection with the creation, formation, or organization of a Person;
and (d) any amendment to any of the foregoing.

     

    “Owned Peanuts Assets”
means (a) any installments of the Peanuts Feature created pursuant to The 1950
Agreement, The 1959 Agreement and/or The 1979 Agreement (excluding the Licensed
Installments), and (b) any derivative works based on the whole of or any part of
any of the installments referenced in clause (a), and any other improvements of
any installments referenced in clause (a) that are, in each case, owned by
Seller.

     

    “Parent” is defined in
the Recitals.

     

    “Peanuts Assets” means
the Owned Peanuts Assets and the Licensed Peanuts Assets.

     

    “Peanuts Feature”
means the comic feature entitled PEANUTS, created by Charles M.
Schulz.

     

    “Person” means any
individual, corporation (including any non-profit corporation), general or
limited partnership, limited liability company, joint venture, estate, trust,
association, organization, labor union, or other entity or Governmental
Body.

     

    “Pre-Closing Tax
Period” is defined in Section
12.2.


    
      
         


      

      
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    “Prior Service” is
defined in Section
8.5(b).

     

    “Proceeding” means any
action, arbitration, audit, hearing, investigation, litigation, or suit (whether
civil, criminal, administrative, investigative, or informal) commenced, brought,
conducted, or heard by or before, or otherwise involving, any Governmental Body
or arbitrator.

     

    “Replacement Credit Support
Arrangement” is defined in Section
8.12.

     

    “Representative” means
with respect to a particular Person, any director, officer, member, manager,
employee, agent, consultant, advisor, or other representative of such Person,
including legal counsel, accountants, and financial advisors.

     

    “Ringtales Agreement”
means the Agreement, dated January 28, 2008, between Seller and Ringtales, LLC,
as amended.

     

    “Securities Act” means
the Securities Act of 1933, as amended, or any successor law, and the rules and
regulations issued pursuant thereto.

     

    “Security Agreements”
is defined in Section
8.11.

     

    “Seller” is defined in
the preamble to this Agreement.

     

    “Seller Software” is
defined in Section
3.12(a).

     

    “Severance Provision”
is defined in Section
8.5.

     

    “Short Form License”
means the license agreement, dated as of the Closing Date, between Buyer and
Seller, granting to Buyer from Seller an irrevocable, non-exclusive,
royalty-free, worldwide, license for the term of the copyright to certain
website platform technology solely for use on Dilbert.com.

     

    “Stationery” is
defined in Section
8.9.

     

    “Straddle Tax Period”
is defined in Section
8.6(a).

     

    “Sublease” shall mean
the sublease of space at 200 Madison Avenue, New York, New York from Buyer to
Seller incorporating the terms set forth on Exhibit B, in form
and substance satisfactory to the parties hereto.

     

    “Syndicate Services
Agreement” means the agreement between Buyer and Seller, dated the
Closing Date, covering services to be provided by Seller to Buyer with respect
to newspaper syndication of certain Intellectual Property of Buyer after Closing
on terms satisfactory to the parties hereto.

     

    “Tarsin Agreement”
means the agreement, dated October 4, 2007, between Seller and Tarsin (Europe)
Limited, as amended.


    
      
         


      

      
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    “Tax” means (a) any
net income, alternative or add-on minimum tax, gross income, gross receipts,
sales, use, ad valorem, value added, franchise, profits, license, withholding on
amounts paid to or by a Person, payroll, employment, excise, severance, stamp
occupation, premium, property, environmental or windfall profit tax, custom,
duty or other tax, governmental fee or other like assessment or charge of any
kind whatsoever, together with any interest or any penalty, addition to tax or
additional amount imposed by any Governmental Body responsible for the
imposition of any such tax (domestic or foreign), (b) any liability for the
payment of any amounts of the type described in clause (a) as a result of being
a member of an affiliated, consolidated, combined or unitary group for any
period prior to the Closing, and (c) any liability for the payment of any
amounts of the type described in clause (a) as a result of any express or
implied obligation to indemnify any Person.

     

     “Tax Return” means any
return (including any information return), report, statement, schedule, notice,
form, or other document or information filed with or submitted to, or required
to be filed with or submitted to, any Governmental Body in connection with the
determination, assessment, collection, or payment of any Tax or in connection
with the administration, implementation, or enforcement of or compliance with
any Legal Requirement relating to any Tax, including any amendment
thereto.

     

    “Tax Ruling” is
defined in Section
4.1(g).

     

    “Tax Closing
Agreement” is defined in Section
4.1(g).

     

    “Tax Dispute
Accountants” is defined in Section
8.6(k).

     

    “Termination Date” is
defined in Section
11.1(c).

     

    “The 1950 Agreement”
means that certain agreement dated June 14, 1950, between Seller and Charles M.
Schulz, as amended.

     

    “The 1959 Agreement”
means that certain agreement dated October 1, 1959, between Seller and Charles
M. Schulz, as amended.

     

    “The 1979 Agreement”
means that certain agreement dated September 1, 1979, among Seller, Charles M.
Schulz, and the trustees of the Schulz Family Renewal Copyright Trust, as
amended.

     

    “Threatened” is
defined as follows:  a claim, Proceeding, dispute, action, or other
matter will be deemed to have been “Threatened” if any demand or statement has
been made either orally or in writing or any notice has been given in writing,
or if any other event has occurred or any other circumstances exist, that would
lead a prudent Person to conclude that such a claim, Proceeding, dispute,
action, or other matter is reasonably likely to be asserted, commenced, taken,
or otherwise pursued in the future.

     

    “Trademarks” means
throughout the world, all trademarks, service marks, logos, doing business
designations, trade names, Internet domain name registrations, together with
goodwill, registrations and applications relating to the foregoing, common law
trademarks and service marks and trade dress.


    
      
         


      

      
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    “Transaction
Documents” means this Agreement, the Contribution Agreement, the
Non-Disclosure Agreement, the Transition Services Agreements, the Replacement
Credit Support Arrangements, the Syndicate Services Agreement, the Short Form
License and the Sublease.

     

    “Transferred Peanuts
Copyrights” means Seller’s right, title and interest in the Copyrights
embodied in the Owned Peanuts Assets.

     

    “Transferred Peanuts
IP” means the Transferred Peanuts Trademarks and the Transferred Peanuts
Copyrights.

     

    “Transferred Peanuts
Trademarks” means those Trademarks and domain names set forth on Schedule 1.1(d) and
any unregistered Peanuts Feature-related Trademarks owned and currently used by
Seller, UMKK or UMNet in connection with the Owned Peanuts Assets.

     

    “Transition Services
Agreements” means the agreement or agreements for transition services
incorporating the terms set forth on Exhibit C, in form
and substance satisfactory to the parties hereto.

     

    “UMKK” is defined in
Section
2.1(a).

     

    “UMKK Shares” is
defined in Section
3.3.

     

    “UMNet” is defined in
Section
2.1(a).

     

    “UMNet Shares” is
defined in Section
3.3.

     

    “United Media Names”
is defined in Section
8.9.

     

    “Unpaid Taxes
Shortfall” is defined in Section
8.6(c).

     

    “Working Capital
Amount” means Current Assets minus Current Liabilities.  The
Working Capital Amount can be represented by a positive or a negative
number.

     

    “Working Capital
Deficiency” shall mean the amount, if any, by which the Working Capital
Amount, as set forth on the Closing Date Statement, as modified as a result of
the resolution of any disputed items determined pursuant to Section 2.4(c), is
less than the Estimated Working Capital.

     

    “Working Capital
Excess” shall mean the amount, if any, by which the Working Capital
Amount, as set forth on the Closing Date Statement, as modified as a result of
the resolution of any disputed items determined pursuant to Section 2.4(c), is
greater than the Estimated Working Capital.


    
      
         


      

      
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    Section
1.2            Usage.

     

    (a)           Interpretation.  In
this Agreement, unless a clear contrary intention appears:

     

    (i)           the
singular number includes the plural number and vice versa;

     

    (ii)          reference
to any Person includes such Person’s successors and assigns but, if applicable,
only if such successors and assigns are not prohibited by this Agreement, and
reference to a Person in a particular capacity excludes such Person in any other
capacity or individuality;

     

    (iii)         reference
to any gender includes each other gender;

     

    (iv)         reference
to any agreement, document or instrument means such agreement, document or
instrument as amended or modified and in effect from time to time in accordance
with the terms thereof;

     

    (v)          reference
to any Legal Requirement means such Legal Requirement as amended, modified,
codified, replaced, reenacted, in whole or in part, and in effect from time to
time, including rules and regulations promulgated thereunder, and reference to
any section or other provision of any Legal Requirement means that provision of
such Legal Requirement from time to time in effect and constituting the
substantive amendment, modification, codification, replacement or reenactment of
such section or other provision;

     

    (vi)         “hereunder,”
“hereof,” “hereto,” and words of similar import shall be deemed references to
this Agreement as a whole and not to any particular Article, Section or other
provision hereof;

     

    (vii)        “including”
(and with correlative meaning “include”) means including without limiting the
generality of any description preceding such term;

     

    (viii)       “or”
is used in the inclusive sense of “and/or”;

     

    (ix)          with
respect to the determination of any period of time, “from” means “from and
including” and “to” means “to but excluding”; and

     

    (x)           references
to documents, instruments or agreements shall be deemed to refer as well to all
addenda, exhibits, schedules or amendments thereto.

     

    (b)           Legal Representation of the
Parties.  This Agreement was negotiated by the parties with the
benefit of legal representation, and any rule of construction or interpretation
otherwise requiring this Agreement to be construed or interpreted against any
party shall not apply to any construction or interpretation
hereof.


    
      
         


      

      
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    ARTICLE
II

    CONTRIBUTION
AND ASSUMPTION; SALE OF INTERESTS; CLOSING

     

    Section
2.1            Contribution and
Assumption.

     

    (a)           On
or prior to the Closing Date and pursuant to the terms of the Contribution and
Assumption Agreement to be entered into by the Company and Seller in the form
attached hereto as Exhibit A (the “Contribution
Agreement”), Seller shall contribute and transfer to the Company
(together with the transactions described in Section 2.1(b) below,
the “Contribution”) all of
Seller’s right, title and interest in, to, and under any and all assets used
exclusively in Seller’s licensing business as currently operated by Seller and
any and all assets comprising the Peanuts Assets (the “Business”), whether
tangible or intangible and whether fixed, contingent or otherwise, including,
without limitation, the assets listed on Schedule 2.1(a)(i),
the specific assets of Seller’s syndication and web business (which as a general
matter are not part of the Business) listed on Schedule 2.1(a)(ii),
and all of the outstanding shares of capital stock of Seller’s wholly-owned
subsidiary United Media Kabushiki Kaisha, a corporation formed under the laws of
Japan (“UMKK”)
which owns all of the outstanding shares of capital stock of UMNet Y.K., a
corporation formed under the laws of Japan (“UMNet”)
(collectively, the “Business Assets”);
provided, that
the Business Assets shall not include the assets listed on Schedule 2.1(a)(iii)
(the “Excluded
Assets”).

     

    (b)           In
consideration of the transactions described in (a) above, concurrently therewith
and pursuant to the Contribution Agreement, the Company shall assume any and all
obligations of Seller, UMKK and UMNet, arising on and after the Closing Date,
under all Contracts listed on Schedule 1.02(a) of
the Contribution Agreement, including, without limitation, the Contracts used
exclusively in the Business (excluding the Contracts set forth as Excluded
Assets on Schedule
2.1(a)(iii), but including all Contracts entered into by
Seller,  UMKK or UMNet  after the date hereof but prior to
the Closing Date in the ordinary course of the Business) (all Contracts to be so
assumed, the “Business
Contracts”) and only those other obligations, liabilities and claims set
forth on Schedule
1.02(a) of the Contribution Agreement.

     

    Section
2.2            Interests.  Subject
to the terms and conditions of this Agreement, at the Closing, Seller shall sell
and transfer the Interests to Buyer, and Buyer shall purchase, the Interests
from Seller, free and clear of all Encumbrances.

     

    Section
2.3           Purchase
Price.  The consideration for the Interests will be
(a) One Hundred Seventy-Five Million Dollars $175,000,000 (“Base Purchase Price”)
and (b) plus or
minus any
Estimated Working Capital as defined in and determined in accordance with Section 2.4(a); and
(c) plus any
Working Capital Excess or minus any Working
Capital Deficiency, as the case may be, in each case as defined in and
determined in accordance with Section 2.4(d) and
Section 2.4(e)
(such amounts referred to in (a), (b) and (c) shall be collectively referred to
herein as the “Purchase Price”).
Seller shall cause the Company, UMKK and UMNet to have no Indebtedness as of the
Closing.


    
      
         


      

      
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    Section
2.4            Company Working Capital
Adjustment.

     

    (a)           Seller
shall prepare and deliver to Buyer at least five (5) Business Days prior to the
Closing Date, a written notice setting forth Seller’s good faith estimate of the
Working Capital Amount as of the Closing Date (the “Estimated Working
Capital”), giving effect to the Contribution.

     

    (b)           Buyer
shall prepare and deliver to Seller within one hundred eighty (180) calendar
days after the Closing Date the final statement of the Working Capital Amount as
of the Closing Date (the “Closing Date
Statement”).

     

    (c)           If
Seller does not notify Buyer in writing within thirty (30) Business Days after
Seller’s receipt of Buyer’s Closing Date Statement that it disputes any of the
information or calculations provided to Seller in the Closing Date Statement,
Buyer’s Closing Date Statement shall be final and conclusive.  If
Seller disagrees with any of the information or calculations provided by Buyer
in the Closing Date Statement, Seller may, within thirty (30) Business Days
after delivery of such statement to it, deliver a written notice to Buyer
stating the existence and nature of such disagreement.  Any such
notice of disagreement shall specify those items or amounts as to which Seller
disagrees.  If such notice of disagreement is delivered, the parties
shall use their reasonable best efforts to reach agreement on the disputed items
or amounts within ten (10) Business Days after Buyer’s receipt of such
notice.  If the parties are unable to reach agreement on the disputed
items within such period, then the issues in dispute will be submitted to Ernst
& Young, LLP, independent certified public accountants (the “Accountants”), for
review and resolution, with instructions to complete the review as promptly as
practicable.  Each party will furnish to the Accountants such
workpapers and other documents and information relating to the disputed issues
as the Accountants may request and are available to that party or its
subsidiaries (or its independent public accountants), and will be afforded the
opportunity to present to the Accountants any material relating to the
determination and to discuss the determination with the
Accountants.  The resolution of the Accountants shall be conclusive
and binding on the parties.  Seller and Buyer shall each pay one-half
of the fees and expenses charged by the Accountants.

     

    (d)           If
there is a Working Capital Deficiency (as determined under Section 2.4(c)),
Seller shall pay to Buyer the amount of such Working Capital Deficiency within
five (5) Business Days after the final determination of the Current Assets and
Current Liabilities made in accordance with Section 2.4(c) by
wire transfer of immediately available funds to an account designated by
Buyer.

     

    (e)           If
there is a Working Capital Excess (as determined under Section 2.4(c)),
Buyer shall pay to Seller the amount of such Working Capital Excess within five
(5) Business Days after the final determination of the Current Assets and
Current Liabilities made in accordance with Section 2.4(c) by
wire transfer of immediately available funds to an account designated by
Seller.


    
      
         


      

      
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    Section
2.5            Closing.  The
purchase and sale provided for in this Agreement (the “Closing”) will take
place at the offices of Baker & Hostetler LLP, 45 Rockefeller Plaza, New
York, NY 10111 at 10:00 a.m. (local time) within two (2) Business Days after the
satisfaction of the conditions set forth in Article IX and Article X (but in any
event not earlier than May 10, 2010) or at such other time and place as the
parties may agree.  Subject to the provisions of Article XI, failure
to consummate the Closing on the date and time determined pursuant to this
Section will not result in the termination of this Agreement and will not
relieve any party of any obligation under this Agreement.  For
purposes of this Agreement, all calculations to be made as of the Closing Date
shall be made as of 11:59 p.m. on the day before the Closing Date.  At
the Closing, Buyer shall pay to Seller, by wire transfer in immediately
available funds to an account specified by Seller, against receipt of the
Interests, the Base Purchase Price plus or minus any Estimated
Working Capital.

     

    ARTICLE
III

    REPRESENTATIONS
AND WARRANTIES AS TO SELLER

    AND
CERTAIN OF ITS SUBSIDIARIES

     

    Seller
represents and warrants to Buyer, as of the date hereof and as of the Closing
Date, as follows:

     

    Section
3.1            Organization and Good
Standing.

     

    (a)           Seller
is a corporation duly organized, validly existing, and in good standing under
the laws of the State of New York and each of UMKK and UMNet is a corporation
duly organized, validly existing, and in good standing under the laws of
Japan.  Each of Seller, UMKK and UMNet has all requisite corporate
power and authority to conduct its business as it is now being conducted, to own
or use the properties and assets that it purports to own or use, and to perform
all its obligations under this Agreement and the other Transaction Documents to
which it is a party.  Each of Seller, UMKK and UMNet is duly qualified
to do business as a foreign corporation and is in good standing under the laws
of each state or jurisdiction in which either the ownership or use of the
properties owned or used by it, or the nature of the activities conducted by it,
requires such qualification, except where the failure to be so qualified could
not reasonably be expected to result in a Material Adverse Effect on Seller or
the Business.

     

    (b)           The
Company is a limited liability company formed, validly existing, and in good
standing under the laws of the State of Delaware, with full limited liability
power and authority to own the assets that it purports to own and to perform all
its obligations under this Agreement and the other Transaction Documents to
which it is a party.  The Company has not conducted any business
following its formation.

     

    (c)           Seller
has delivered to Buyer copies of the Organizational Documents, as currently in
effect, for Seller, UMKK, UMNet and the Company.

     

    (d)           UMNet
is a wholly-owned subsidiary of UMKK. UMNet holds the registration of the
Internet domain names “snoopy.co.jp” and “snoopy.jp” and was formed for the sole
purpose of holding the “snoopy.co.jp” registration.

     

    
      
        
        

      

      
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    Section
3.2            Enforceability; Authority;
No Conflict.

     

    (a)           This
Agreement constitutes the legal, valid, and binding obligation of Seller,
enforceable against Seller in accordance with its terms, except as enforcement
thereof may be limited by bankruptcy, insolvency, fraudulent conveyance,
reorganization or similar laws relating to creditors’ rights generally and by
equitable principles.  Upon the execution and delivery by Seller and
the Company of each other Transaction Document to which either of them is a
party, such Transaction Documents will constitute the legal, valid, and binding
obligations of Seller and the Company, as applicable, enforceable against Seller
or the Company in accordance with their respective terms, except as enforcement
thereof may be limited by bankruptcy, insolvency, fraudulent conveyance,
reorganization or similar laws relating to creditors’ rights generally and by
equitable principles.  Each of Seller and the Company has the
necessary power and authority to execute and deliver the Transaction Documents
to which it is a party and to perform its obligations thereunder.

     

    (b)           Except
as set forth in Schedule 3.2, neither
the execution and delivery of this Agreement nor the consummation or performance
of any of the Contemplated Transactions will, directly or indirectly (with or
without notice or lapse of time):

     

    (i)           contravene,
conflict with, or result in a violation of (A) any provision of the
Organizational Documents of Seller, UMKK, UMNet or the Company, or (B) any
resolution adopted by the board of directors or the shareholders of Seller,
UMKK, UMNet or the members or managers of the Company;

     

    (ii)          contravene,
conflict with, or result in a violation of, or give any Governmental Body or
other Person the right to challenge any of the Contemplated Transactions,
exercise any remedy or obtain any relief under, any Legal Requirement or any
Order to which the Company, Seller, UMKK, UMNet, any of the Business Assets,
UMKK Shares, UMNet Shares or the Interests may be subject, except as could not
reasonably be expected to result in a Material Adverse Effect on Seller or the
Company or the Business;

     

    (iii)         contravene,
conflict with, or result in a violation of any of the terms of, or give any
Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or
modify, any Governmental  Authorization that relates to the Business
or any of the Business Assets, except for as could not reasonably be expected to
result in a Material Adverse Effect on Seller or the Company or the
Business;

     

    (iv)         cause
the Company, UMKK or UMNet to become subject to, or to become liable for the
payment of, any Tax;

     

    (v)          cause
any of the Business Assets to be reassessed or revalued by any taxing authority
or other Governmental Body;

     

    (vi)         contravene,
conflict with, or result in a violation or breach of any provision of, or give
any 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 Business Contract or any other Contract to which Seller, the Company, UMKK
or UMNet is bound and to which the Business Assets or Interests, UMKK Shares or
UMNet Shares are subject, except as could not reasonably be expected to result
in material direct or indirect costs or liabilities to the Business;
or


    
      
         


      

      
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    (vii)        result
in the imposition or creation of any Encumbrance upon or with respect to any of
the Business Assets, the Interests, UMKK Shares or UMNet Shares.

     

    (c)           Except
as set forth in Schedule 3.2 hereof,
and except such instances in which the failure to give such notice or obtain
such Consent could not, individually or in the aggregate, reasonably be expected
to result in material direct or indirect costs or liabilities to the Seller or
the Company or the Business, neither Seller, any Affiliate of Seller nor the
Company is or will be required to give any notice to or obtain any Consent from
any Person in connection with the execution and delivery of this Agreement or
the consummation or performance of any of the Contemplated
Transactions.

     

    Section
3.3            Capitalization.  The
Interests constitute all of the outstanding equity interests of the
Company.  Seller is the record and beneficial owner and holder of all
of the Interests.  The authorized capital shares of UMKK consist
solely of thirty-two (32) shares of common stock (“UMKK
Shares”).  The UMKK Shares constitute all of the outstanding
shares of common stock of UMKK.  The Company is the record and
beneficial owner and holder of all of the UMKK Shares.  The authorized
capital shares of UMNet consist solely of sixty (60) shares of common stock
(“UMNet
Shares”).  The UMNet Shares constitute all of the outstanding
shares of common stock of UMNet.  UMKK is the record and beneficial
owner and holder of all of the UMNet Shares.  The Interests, UMKK
Shares and UMNet Shares are free and clear of all Encumbrances or any right of
first refusal.  All of the Interests are duly authorized and validly
issued, and were issued in conformity with all applicable state and federal
securities laws.  All of the UMKK and UMNet Shares are duly
authorized, validly issued, fully paid and nonassessable, and were issued in
conformity with all applicable Japanese laws.  Except with respect to
the Interests, UMKK Shares and UMNet Shares, neither the Company, UMKK nor UMNet
has any other equity securities of any class issued, reserved for issuance, or
outstanding.  There are no outstanding options, offers, warrants,
conversion rights, agreements, or other rights to subscribe for or to purchase
securities of the Company, UMKK or UMNet.  No shares or membership
interests, as applicable, of the Company, UMKK or UMNet carry, and no
shareholder, or member, as applicable of the Company, UMKK or UMNet has been
granted, any preemptive rights.  Neither the Company, UMKK nor UMNet
is obligated under any agreement, arrangement or understanding to redeem or
otherwise purchase any equity or other securities of the Company, UMKK or UMNet.
Other than as contemplated by this Agreement, there are no Contracts to which
Seller, the Company, UMKK or UMNet or any of their Affiliates is bound relating
to the issuance, sale, or transfer of the Interests, UMKK Shares, UMNet Shares
or any equity or other securities of the Company, UMKK or
UMNet.  Except with respect to the Company’s ownership of the UMKK
Shares and UMKK’s ownership of the UMNet Shares, neither the Company, UMKK nor
UMNet owns or is a party to any Contract to acquire any equity or other
securities of any Person or any direct or indirect equity or ownership interest
in any business.

     

    
      
        
        

      

      
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    Section
3.4            Financial
Statements.


    (a)           Attached
hereto as Exhibit
D are the unaudited proforma consolidated balance sheet of the Business
as of December 31, 2008, and December 31, 2009, and the related unaudited
proforma consolidated statements of earnings, for the two (2) years ended
December 31, 2009, and the unaudited proforma consolidated balance sheet as of
March 31, 2010, and the related unaudited proforma consolidated statements of
earnings for the three (3) months ended March 31, 2010.  All such
financial statements are hereafter collectively referred to as the “Financial
Statements.”

     

    (b)           The
Financial Statements have been prepared from books and records maintained by the
Seller in accordance with generally accepted accounting principles as in effect
in the United States of America, consistently applied (“GAAP”).  The
Financial Statements fairly present, in all material respects, the consolidated
financial condition of the Business for the periods and as of the dates
indicated and the results of operations for the periods then ended. In the
opinion of management of Seller, all adjustments, including normally occurring
accruals, considered necessary for a fair presentation have been included in the
Financial Statements. The Financial Statements do not contain any material
misstatements or omissions regarding the Business, its assets or its condition
(financial or otherwise).

     

    Section
3.5           Title to Business
Assets.  Seller is transferring to Buyer good and marketable
title to all property included in the Business Assets, free and clear of all
Encumbrances, except as set forth in Schedule 3.5 and
except for Encumbrances that do not interfere with the use or detract from the
value of such property and that, taken in the aggregate, could not reasonably be
expected to result in material direct or indirect costs or liabilities to
the  Business.  None of the Company, UMKK, or UMNet has ever
owned any real property.

     

    Section
3.6            Legal Proceedings;
Orders.

     

    (a)           Except
as set forth in Schedule 3.6, and
except with respect to any Proceedings related to intellectual property rights
(addressed in Section
3.11 below), there is no Proceeding pending, or to the Knowledge of
Seller, Threatened:

     

    (i)           that
has been commenced by or against the Company, Seller, UMKK or UMNet or that
otherwise relates to or may affect the Business, or any of the Business Assets;
or

     

    (ii)          against
the Company, Seller, UMKK or UMNet that challenges, or would reasonably be
expected to prevent, materially delay, make illegal, or otherwise materially
interfere with, any of the Contemplated Transactions.

     

    (b)           Except
as set forth in Schedule 3.6, and
except with respect to any Proceedings related to intellectual property rights
(addressed in Section
3.11 below), there is no Proceeding pending or to the Knowledge of
Seller, Threatened, or any contingent liability that would give rise to any
right to indemnification on the part of any officer, director, member, manager,
employee or agent of the Seller or the Company or any of their respective
successors or assigns.

     

    (c)           There
is no Order to which the Company, UMKK or UMNet is subject.  Except
with respect to any Proceedings related to intellectual property rights
(addressed in Section
3.11 below), Seller is not subject to any Order that relates to the
Business or any of the Business Assets.  No Business Employee is
subject to any Order that prohibits such Person from engaging in or continuing
any conduct, activity, or practice relating to the Business.


    
      
         


      

      
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    (d)           True
and correct copies of all complaints, pleadings, petitions, notices, motions and
other papers filed in connection with any Proceeding or Order set forth in Schedule 3.6 have
been delivered to Buyer.

     

    Section
3.7            Absence of Certain Changes
and Events.  Except as set forth in Schedule 3.7 or as
contemplated by this Agreement, since December 31, 2009, each of Seller, UMKK
and UMNet has conducted the Business only in the ordinary course and there has
not been any:

     

    (a)           obligations
or liabilities (whether absolute, accrued or contingent and whether due or to
become due) incurred by Seller, UMKK or UMNet except as incurred in the ordinary
course of business consistent with past practice;

     

    (b)           damage
to or destruction or loss of any asset or property owned or used by Seller, UMKK
or UMNet, whether or not covered by insurance other than in the ordinary course
of business;

     

    (c)           (i)
termination prior to the expiration of its term of, or receipt of notice of
termination prior to the expiration of its term of, any license, representation,
joint venture, credit, affiliation, agent, talent or similar agreement where
such termination could reasonably be expected to result in material direct or
indirect costs or liabilities to the Business, or (ii) entry into, amendment or
modification of or settlement or waiver of any rights under any such agreement,
other than in the ordinary course of business consistent with past
practice;

     

    (d)           sale,
assignment or transfer of any Peanuts Assets or assets that would have comprised
Transferred Peanuts IP but for such sale, assignment or transfer, or other
intangible asset;

     

    (e)           sale,
lease, or other disposition of any tangible property owned or used by Seller in
operating the Business or any mortgage or pledge of, or imposition of any
Encumbrance on, any Business Asset, except for any such sale, lease, other
disposition, mortgage, pledge or imposition as has not had or could not,
individually or in the aggregate, reasonably be expected to result in material
direct or indirect costs or liabilities to the Business;

     

    (f)           cancellation,
settlement or waiver of any claims or rights with a value to the Business in
excess of $50,000;

     

    (g)           material
change in the accounting methods used by Seller in operating the
Business  or any material Tax election;

     

    (h)           payment
or increase by Seller or UMKK of any salary or other compensation to any
Business Employee (except in the ordinary course of business consistent with
past practice) or entry into, or modification or amendment of, any employment,
severance, or similar Contract with any Business Employee;


    
      
         


      

      
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    (i)           adoption
of, or increase in the payments to or benefits under, any profit sharing, bonus,
deferred compensation, savings, insurance, pension, retirement, or other
employee benefit plan for or with any Business Employee of it;

     

    (j)           (i)
acceleration of the collection of receivables or other amounts due from third
parties or (ii) delay of payment of any payables or other amounts owed to third
parties;

     

    (k)          agreement
by Seller to do any of the foregoing.

     

    Section
3.8            Contracts.

     

    (a)           Schedule 3.8(a)
contains a complete and accurate list as of the date hereof, and Seller has
delivered to Buyer true and complete copies, of each of the following Business
Contracts in effect on the date hereof, to which Seller or UMKK is a
party:

     

    (i)           each
Intellectual Property license agreement under which either Seller or UMKK has
received cash in excess of $100,000 in the one-year period ended December 31,
2008 or the one-year period ended December 31, 2009;

     

    (ii)          each
international agent agreement under which Seller has granted a third-party the
right to solicit Intellectual Property license agreements or syndication
agreements for the Business or any other agent agreement pursuant to which
Seller or UMKK is obligated to pay such agent more than $100,000 in the
aggregate after the date hereof;

     

    (iii)         each
representation or talent agreement under which Seller acts as licensing
agent;

     

    (iv)         each
material Intellectual Property license agreement, including, without limitation,
any software license agreements, under which Seller is a licensee (other than
“off-the-shelf” or other non customized software or subscriptions generally
commercially available for a license fee of no more than $100,000 per
year);

     

    (v)          each
Contract providing for the sale, lease or other disposition of tangible assets
of the Business at any time after the date hereof with a value in excess of
$100,000;

     

    (vi)         each
Contract relating to the Business that requires the expenditure of more than
$150,000 by Seller or UMKK in the aggregate after the date hereof;

     

    (vii)        each
written guaranty or other similar undertaking with respect to contractual
performance granted by Seller or UMKK or otherwise binding on the
Business;

     

    (viii)       each
Contract granting a third-party an exclusive license to rights in the
Transferred Peanuts IP other than immaterial licenses and licenses granted in
connection with the publication of books;

     

    (ix)          each
Contract for consulting services related to Seller Software;


    
      
         


      

      
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    (x)           each
Contract for software support and maintenance agreements for Seller Software
and, to the extent included in the Business Assets, software licensed by Seller
or UMKK from third parties; and

     

    (xi)          each
amendment, supplement, and modification in respect of any of the
foregoing.

     

    (b)           Except
as set forth in Schedule 3.8(b), and
those Business Contracts that will, after the date hereof but prior to Closing,
expire in accordance with their terms, each Business Contract listed in Schedule 3.8(a) is in
full force and effect and is valid and enforceable in accordance with its terms,
except as enforcement thereof may be limited by bankruptcy, insolvency,
fraudulent conveyance, reorganization or similar laws relating to creditors’
rights generally or by equitable principles or by any other laws of general
application.

     

    (c)           Except
as set forth in Schedule
3.8(c):

     

    (i)           To
the Knowledge of Seller, Seller and UMKK are in compliance, in all material
respects, with the terms and requirements of each Business Contract set forth on
Schedule 3.8(a)
and each Material Contract;

     

    (ii)          to
the Knowledge of Seller, no event has occurred or circumstance exists that (with
or without notice or lapse of time) does or could reasonably be expected to
contravene, conflict with, or result in a violation or breach of, or gives or
would give any other Person the right to declare a default under, or to
accelerate the maturity or performance of, any Business Contract set forth on
Schedule 3.8(a)
and any Material Contract;

     

    (iii)         neither
Seller nor UMKK has received from any Person, at any time since January 1, 2009,
any written notice or other communication regarding any actual, alleged,
possible, or potential violation or breach of, or default under, any Business
Contract set forth on Schedule 3.8(a) and
any Material Contract that would be reasonably expected to result in material
direct or indirect costs or liabilities to the Seller or the
Company;

     

    (iv)         to
the Knowledge of Seller, no party to any Business Contract set forth on Schedule 3.8(a) and
any Material Contract, in each case, in effect on the date hereof, has given to
Seller or UMKK, and neither Seller nor UMKK has given written notice of its
intention to cancel, terminate or fail to renew any such Business Contract or
Material Contract;

     

    (v)          there
are no renegotiations of, or attempts to renegotiate or outstanding rights to
renegotiate any material amounts paid or payable to Seller or UMKK under any
current or completed Business Contract set forth on Schedule 3.8(a) and
any Material Contract, in each case, in effect on the date hereof, with any
Person having the contractual or statutory right to demand or require such
renegotiation and no such Person has made written demand for such renegotiation;
and

     

    (vi)         UMNet
is not a party to, nor has it ever been a party to, any Business Contract, other
than the domain name registration agreements for “snoopy.co.jp” and
“snoopy.jp.”


    
      
         


      

      
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    (d)           Neither
Seller nor UMKK has entered into any Business Contract set forth on Schedule 3.8(a) and
any Material Contract with respect to which the performance thereunder by either
of them, acting alone or in connection with any other Person, or the payment or
promise of any consideration thereunder, would violate any Legal
Requirement.

     

    Section
3.9            Compliance with
Laws.  Seller, UMKK and UMNet hold all Governmental
Authorizations necessary for the lawful conduct of the Business and each such
Governmental Authorization is valid and in full force and
effect.  None of Seller, UMKK or UMNet is in violation of any
Governmental Authorizations or Legal Requirements and each of Seller, UMKK and
UMNet is being and, since January 1, 2007 has been, conducted in compliance in
all material respects with all applicable Legal Requirements.

     

    Section
3.10          Employees.

     

    (a)           Neither
the Company nor UMNet has any employees.

     

    (b)           Schedule 3.10
contains:

     

    (i)           a
complete and accurate list, as of the date of this Agreement, of the following
information for each employee of UMKK, Seller and Parent whose services are
allocated to the Business, including each such employee on leave of absence or
layoff status as indicated thereon (individually, a “Business Employee”):
name; employment location; job title; current base salary and any 2010 target
bonus; and hire date;

     

    (ii)          all
written employment or severance agreements or bonus letters with any Business
Employee; and

     

    (iii)         All
union contracts, collective bargaining agreements, or other similar labor
agreements related to Business Employees.

     

    (c)           Except
as set forth in Schedule 3.10, no
Business Employee is covered by any union contract, collective bargaining
agreement or other similar labor agreement.

     

    (d)           There
is not presently pending or existing, and to the Knowledge of the Seller there
is not threatened, with respect to any Business Employee, (i) any strike,
slowdown, picketing, boycott or work stoppage; (ii) any organizing effort,
question concerning representation, or application for certification of a
collective bargaining agent; or (iii) any unfair labor practice.

     

    (e)           No
Proceeding in respect to any Business Employee is pending or, to the Knowledge
of the Seller, threatened by or on behalf of any past, present, or prospective
Business Employee with respect to discrimination, harassment, wrongful
termination, workers’ compensation, or any other Legal Requirement related to
employment.  To the Knowledge of Seller, there is no violation of any
Contract with any Business Employee.  Seller is in compliance in all
material respects with all Legal Requirements related to Business
Employees.

     

    (f)           Seller
is in compliance with its obligations pursuant to the Worker Adjustment and
Retraining Notification Act of 1988, as amended (the “WARN Act”), and any
similar state or local law, in respect to the Business.  Seller has
not had any layoffs of Business Employees within 90 days prior to the Closing
Date.


    
      
         


      

      
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    (g)           All
current Business Employees are, and all former Business Employees whose
employment terminated, voluntarily or involuntarily, within the three years
prior to the Closing Date, were legally authorized to work in the United
States.  Seller has completed and retained the necessary employment
verification paperwork under the Immigration Reform and Control Act of 1986 (the
“IRCA”) for the
Business Employees hired prior to the date of this Agreement, and Seller has
complied with anti-discrimination provisions of the IRCA.  Further, at
all times prior to the date of this Agreement, Seller was in compliance with
both the employment verification provisions and anti-discrimination provisions
of IRCA related to Business Employees.

     

    (h)           Schedule 3.10
identifies any layoffs or “employment loss”, as defined by the WARN Act, of any
Business Employees in the ninety (90) day period prior to the Closing
Date.

     

    (i)           Except
as set forth on Schedule 8.5, the
consummation of the Contemplated Transactions will not result in the payment,
vesting, or acceleration of any material benefit under any benefit plan of the
Seller, nor will it trigger the payment of severance or termination pay under
any policy, plan, procedure, practice or agreement to any Seller employee, in
each case in respect of any Hired Employee, that is payable by
Buyer.

     

    Section
3.11          Peanuts Feature Intellectual
Property.

     

    (a)           Schedule 3.11(a) sets
forth an accurate and complete list of all registered Trademarks held by Seller,
and all pending applications that have been filed by Seller for the registration
of Trademarks, in each case that are included within the Transferred Peanuts
Trademarks.  With respect to such registered Trademarks (i) all
registration, maintenance and renewal fees required by applicable Legal
Requirement have been paid, (ii) all documents and certificates required by law
to be filed have been filed with the relevant trademark authorities for the
purpose of maintaining such registered Trademarks, and (iii) are in full force
and effect.  All registration agreements with respect to Internet
domain names that are included within the Transferred Peanuts Trademarks are in
full force and effect.

     

    (b)           Schedule 3.11(b)
lists the registration numbers of all U.S. copyright registrations obtained by
Seller for the Peanuts Assets, including numbers of U.S. copyright registrations
obtained by Seller for any animated television program or documentary included
in the Peanuts Assets.

     

    (c)           Except
as set forth in Schedule 3.11(c), and
subject to the provisions of applicable Legal Requirements and the terms of The
1950 Agreement, The 1959 Agreement and The 1979 Agreement, Seller (i) owns and
possesses all right title and interest in and to the Copyrights embodied in the
Peanuts Assets or (ii) possesses the right to use, pursuant to a license,
sublicense or other legal rights under the Copyrights embodied in the Peanuts
Assets to use the Peanuts Assets as they are currently used by Seller in the
Business.


    
      
         


      

      
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    (d)          Except
as set forth in Schedule 3.11(d),
since January 1, 2007, no written claims have been received by Seller from any
other Person to the effect that Seller’s use of the Peanuts Assets infringes any
Intellectual Property of such other Person, except for infringements which, if
proved, could not, individually or in the aggregate, reasonably be expected to
result in material direct or indirect costs or liabilities to the
Business.

     

    (e)           Seller
has taken commercially reasonable measures consistent with industry practice to
enforce Seller’s Intellectual Property in the Owned Peanut Assets.

     

    (f)           Except
as set forth in Schedule 3.11(f), no
Orders to which Seller is a party limit or restrict Seller’s use of the Peanuts
Assets in the Business, except for Orders which, individually or in the
aggregate, could not reasonably be expected to result in material direct or
indirect costs or liabilities to the Business.

     

    (g)           Except
as set forth in Schedule 3.11(g), the
consummation of the Contemplated Transactions will not (i) result in the loss or
impairment of any rights to use the Transferred Peanuts IP that Seller had in
such Transferred Peanuts IP immediately prior to the Closing Date or (ii)
obligate the Buyer to pay any royalties or other amounts to any other Person in
excess of the amounts that would have been payable by Seller for the same use
absent the consummation of the Contemplated Transactions, except where such loss
or impairment (in the case of clause (i)) or obligation to pay any royalties or
other amounts (in the case of clause (ii)), could not, individually or in the
aggregate, reasonably be expected to result in material direct or indirect costs
or liabilities to the Business.

     

    (h)           The
Owned Peanuts Assets are free and clear of all Encumbrances, except (i) as
provided under applicable Legal Requirements, The 1950 Agreement, The 1959
Agreement or The 1979 Agreement, (ii) as set forth on Schedule 3.11(h) or
(iii) Encumbrances that do not interfere with the use or detract from the value
of such Owned Peanuts Assets.

     

    Section
3.12          Seller
Software.

     

    (a)           Schedule 3.12(a) sets
forth a complete and accurate list of all material software owned by the Seller,
UMKK or UMNet and used by Seller, UMKK or UMNet exclusively in the Business
(“Seller
Software”).  Subject to provisions of applicable Legal
Requirements and except as set forth on Schedule 3.12(a),
Seller, UMKK or UMNet is the sole and exclusive owner of all right and title and
interest in and to the Seller Software, free and clear of
Encumbrances.

     

    (b)          No
written claims have been received by Seller, UMKK or UMNet from any other Person
to the effect that the use by Seller, UMKK or UMNet of Seller Software infringes
any Intellectual Property of such other Person.

     

    (c)           Except
as set forth on Schedule 3.12(c), to
the Knowledge of Seller, no other Person is infringing upon the Intellectual
Property of Seller, UMKK or UMNet in the Seller Software.


    
      
         


      

      
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    (d)          Seller,
UMKK or UMNet has not licensed or provided to any other Person any source code
for any Seller Software (other than with respect to any access or use for the
benefit of Seller, UMKK or UMNet).  None of Seller, UMKK or UMNet is
currently a party to any Contract (or a party to any Contract obligating Seller,
UMKK or UMNet to enter into a Contract) requiring the deposit into escrow of
source code of any Seller Software.

     

    (e)           Except
as set forth on Schedule 3.12(e), to
the Knowledge of Seller, no third party software is incorporated in, or linked
to, any Seller Software that is subject to terms and conditions that require the
disclosure to any other Person of any source code of the Seller Software, based
on the use of such Seller Software in the Business prior to the Closing
Date.

     

    Section
3.13          Certain
Payments.  Since December 31, 2008, none of the Company, UMKK,
UMNet, Seller or any member, manager or officer of the Company, UMKK, UMNet,
Seller, or, to the Knowledge of Seller, any agent, employee or other Person
associated with or acting for or on behalf of the Company, UMKK, UMNet or
Seller, has directly or indirectly (a) made any contribution, gift, bribe,
rebate, payoff, influence payment, kickback, or other payment to any Person,
private or public, regardless of form, whether in money, property, or services
(i) to obtain favorable treatment in securing business for the Business, (ii) to
pay for favorable treatment for business secured for the Business, or (iii) in
violation of any Legal Requirement applicable to the Business, or (b)
established or maintained any fund or asset that has not been recorded in the
books and records of Seller, UMKK or UMNet relating to the
Business.

     

    Section
3.14          Accounts
Receivable.  The accounts receivable that are reflected in the
Financial Statements (collectively, the “Business Accounts
Receivable”) include all accounts receivable for UMKK and UMNet and
represent estimates in U.S. dollars of earned royalty payments or fixed-amount
advance and guaranteed royalty payments to be made to Seller, UMKK or UMNet by
licensees of the Business in the ordinary course consistent with past
practice.  Schedule 3.14
contains a list, complete and accurate in all material respects, of the Business
Accounts Receivable as of March 31, 2010 derived from the books and records of
Seller, UMKK and UMNet, consistent with past practice.  Consistent
with past practice, Seller does not accrue Business Accounts Receivable for any
Business Contract with advance or minimum guarantee payments of less than
$250,000 or for which Seller anticipates earned royalties of less than $250,000,
in each case over the term of the Business Contract.  As of March 31,
2010, the reserves for bad debt shown on the Financial Statements are adequate
and calculated consistently with past practice.  All Business Accounts
Receivable have arisen in the ordinary course of business consistent with past
practice and are estimates of valid obligations due to Seller, UMKK or UMNet
arising out of bona fide contracts or other arrangements between Seller, UMKK or
UMNet, on the one hand, and their respective licensees, on the other
hand.

     

    Section
3.15          Brokers or
Finders.  None of Seller, UMKK, UMNet or any of
their  respective Representatives has incurred any obligation or
liability, contingent or otherwise, for brokerage or finders’ fees or agents’
commissions or other similar payments in connection with the Contemplated
Transactions.


    
      
         


      

      
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    Section
3.16          Condition and Sufficiency of
Facilities.  The facilities currently occupied, used or
operated by Seller, UMKK and UMNet, and to be occupied by the Company commencing
on the Closing Date, in connection with the operation of the Business in New
York, New York and Tokyo, Japan are, in all material respects, in good operating
condition and repair, and adequate in all material respects for the uses to
which they are being put, and none of such facilities is in need of maintenance
or repairs, except for ordinary, routine maintenance and repairs that are not
material in nature or cost.  Except as set forth on Schedule 3.16, the
facilities currently occupied, used or operated by Seller, UMKK and UMNet, and
to be occupied by the Company commencing on the Closing Date, in connection with
the operation of the Business in New York, New York and Tokyo, Japan are
sufficient in all material respects for the continued conduct of their business
after the Closing in substantially the same manner as conducted prior to the
Closing.

     

    Section
3.17          No Undisclosed
Liabilities.  Except (a) as set forth in
Schedule 3.17,
(b) as may be
disclosed on the other Schedules attached hereto, or (c) for liabilities
not material in amount or reflected or reserved against in the Financial
Statements and current liabilities incurred in the ordinary course since
December 31, 2009, none of the Business Assets, UMKK, UMNet or the Company is
subject to any liabilities of any nature (whether known or unknown and whether
absolute, accrued, contingent, or otherwise).

     

    Section
3.18         Transactions with
Affiliates.  Except as described on Schedule 3.18,
(a) there are no services currently being provided to the Business by
Seller or any Affiliate of the Seller that are material to the Business and (b)
since January 1, 2008 there have been no transactions between the Seller
relating to the Business, on the one hand, or any Affiliate of Seller, on the
other hand, that are material to the Business.

     

    Section
3.19         Sufficiency of
Assets.  Except for the Excluded Assets and those assets and
services constituting assets covered by the transactions set forth on Schedule 3.18, the
assets being contributed to the Company pursuant to the Contribution Agreement
comprise all of the assets, properties and rights of every type and description,
real, personal, mixed, tangible and intangible that are used in the conduct of
the Business as it is currently conducted.

     

    Section
3.20         Customers, Suppliers and
Licensees.  Except as set forth in Schedule 3.20, no
single customer, supplier or licensee provides more than five percent (5%) of
revenue of the Business.  The relationships of Seller and UMKK with
their respective suppliers, customers and licensees are good commercial working
relationships and no supplier, customer or licensee of Seller or UMKK has
cancelled or otherwise terminated, or threatened in writing to cancel or
otherwise terminate, its relationship with Seller or UMKK or has during the last
12 months decreased materially, or threatened in writing to decrease or limit
materially, its services, supplies or materials to Seller or UMKK or its usage
of the services or products of Seller or UMKK, except, in each case, for any
cancellation or termination that would not be reasonably expected to have a
Material Adverse Effect.  To the Knowledge of Seller, Seller has
received no written communication to the effect that American Broadcasting
Companies, Inc. (“ABC”) does not intend
to proceed with the agreement currently being negotiated between Seller and ABC
on the terms and conditions substantially similar to those found on the draft
provided by Seller to Buyer to date.


    
      
         


      

      
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    Section
3.21          Books of Account and
Reports.  Except as expressly set forth on Schedule 3.14, the
books of account and other financial books and records of Seller from which the
Financial Statements have been prepared are maintained in accordance with
GAAP.  Seller has not made any changes in accounting principles or
practices in preparing the Financial Statements and the Financial Statements are
capable of being audited.  Each of Seller, UMKK and UMNet has filed
all reports required by all Legal Requirements to be filed, and it has duly paid
or accrued on its books of account all applicable duties and charges due or
assessed against it pursuant to such reports.

     

    Section
3.22          Seller Tax
Representations.   The Seller and each of its subsidiaries
other than the Company, UMKK and UMNet filed all material Tax Returns required
to be filed. All such Tax Returns disclose all Taxes required to be paid for the
periods covered thereby. All material Taxes due and owing by the Seller and each
of its subsidiaries other than the Company, UMKK and UMNet (whether or not shown
on any Tax Return) have been paid. There are no Liens for Taxes (other than
Taxes not yet due and payable) upon any of the assets of Seller and each of its
subsidiaries other than the Company, UMKK and UMNet.  The Seller and
each of its subsidiaries other than the Company, UMKK and UMNet have withheld
and paid all Taxes required to have been withheld and paid in connection with
amounts paid or owing to any employee, independent contractor, creditor,
stockholder, or other third party.  Since December 31, 2005, no Tax
Returns of the Seller and each of its subsidiaries other than the Company, UMKK
and UMNet have been audited or currently are the subject of
audit.  There is no material dispute or claim concerning any Tax
liability of the Seller and each of its subsidiaries other than the Company,
UMKK and UMNet claimed or raised by any Governmental Body.

     

    Section
3.23          No Material Adverse
Effect.  Since December 31, 2009 to the date of this Agreement,
there has been no change, circumstance, occurrence, event, development or effect
that, individually or in the aggregate, is, has or would reasonably be expected
to have a Material Adverse Effect on the Business.

     

    ARTICLE
IV


     

    ADDITIONAL
REPRESENTATIONS AND WARRANTIES AS

    TO
UMKK AND UMNET AND PARENT

     

    Seller
represents and warrants to Buyer as follows:

     

    Section
4.1            Tax
Representations.  Except as set forth in Schedule
4.1:

     

    (a)           The
Company, UMKK and UMNet have filed all material Tax Returns required to be
filed. All such Tax Returns disclose all Taxes required to be paid for the
periods covered thereby. All Taxes due and owing by the Company, UMKK and UMNet
(whether or not shown on any Tax Return) have been paid. Neither the Company,
UMKK nor UMNet is currently the beneficiary of any extension of time within
which to file any Tax Return. There are no Liens for Taxes (other than Taxes not
yet due and payable) upon any of the assets of the Company, UMKK or
UMNet.  The Company, UMKK and UMNet have withheld and paid all Taxes
required to have been withheld and paid in connection with amounts paid or owing
to any employee, independent contractor, creditor, stockholder, or other third
party. No claim has been made by a Governmental Body in a jurisdiction where the
Company, UMKK or UMNet does not file Tax Returns that the Company, UMKK or UMNet
is or may be subject to taxation by that jurisdiction and to there is no basis
for such a claim.


    
      
         


      

      
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    (b)           The
unpaid Taxes of the Company, UMKK or UMNet (i) did not, as of the March 31,
2010, exceed the amount of Tax liability (rather than any reserve for deferred
Taxes established to reflect timing differences between book and Tax income) set
forth on the face of the Financial Statements (rather than in any notes thereto)
and (ii) will not exceed that amount as adjusted for the passage of time and the
consummation of the transactions contemplated hereunder through the Closing Date
determined in accordance with the past custom and practice of each of the
Company, UMKK or UMNet in filing their Tax Returns.

     

    (c)           With
respect to the Company, UMKK or UMNet for taxable periods ended on or after
December 31, 2005, no Tax Returns have been audited or currently are the subject
of audit.  There is no dispute or claim concerning any Tax liability
of the Company, UMKK or UMNet claimed or raised by any Governmental Body and no
such dispute is Threatened.  None of the Company, UMKK or UMNet has
waived any statute of limitations in respect of Taxes or agreed to any extension
of time with respect to a Tax assessment or deficiency;

     

    (d)           None
of the Company, UMKK or UMNet is a party to any agreement, contract,
arrangement, or plan that has resulted or would result, separately or in the
aggregate, in the payment of any “excess parachute payment” within the meaning
of IRC §280G (or any corresponding provision of state, local, or non-U. S. Tax
law).  None of the Company, UMKK or UMNet has been a United States
real property holding corporation within the meaning of IRC §897(c)(2) during
the applicable period specified in IRC §897(c)(1)(A)(ii).  None of the
Company, UMKK or UMNet (i) has been a member of an affiliated group filing a
consolidated federal income Tax Return (other than the Company is a member of an
affiliated group filing a consolidated federal income Tax Return the common
parent of which is The E. W. Scripps Company); (ii) has any liability for the
Taxes of any Person (other than the Company, UMKK or UMNet) as a transferee or
successor, by contract or otherwise; or (iii) is a party to any Tax sharing, Tax
allocation or other agreement pursuant to which it has liability for Taxes of
another Person;

     

    (e)           None
of the Company, UMKK or UMNet will be required to include any item of income in,
or exclude any item of deduction from, taxable income for any taxable period (or
portion thereof) ending after the Closing Date as a result of any:

     

    (i)           change
in method of accounting for a taxable period ending on or prior to the Closing
Date;

     

    (ii)          “closing
agreement” as described in IRC §7121 (or any corresponding or similar provision
of state, local, or non-U. S. income Tax law) executed on or prior to the
Closing Date;

     

    (iii)         intercompany
transactions or any excess loss account described in Treasury Regulations under
IRC §1502 (or any corresponding or similar provision of state, local, or non-U.
S. income Tax law);


    
      
         


      

      
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    (iv)         installment
sale or open transaction disposition made on or prior to the Closing Date;
or

     

    (v)          prepaid
amount received on or prior to the Closing Date.

     

    (f)           None
of the Company, UMKK or UMNet has distributed stock of another corporation or
has had its stock distributed by another corporation, in a transaction that was
purported or intended to be governed in whole or in part by IRC §355 or IRC
§361; and

     

    (g)          The
Seller has made available to the Buyer prior to the date hereof true, correct
and complete copies of all material Tax Returns and examination reports and all
statements of deficiencies relating to Taxes of the Company, UMKK and UMNet for
taxable periods ending on or after December 31, 2005.  Neither the
Company, UMKK or UMNet has received any Tax Ruling or entered into a Tax Closing
Agreement with any Governmental Body that would have a continuing effect after
the Closing Date.  For purposes of the preceding sentence, the term
“Tax Ruling” shall mean written rulings of a Governmental Body relating to
Taxes, and the term “Tax Closing Agreement” shall mean a written and legally
binding agreement with a Governmental Body relating to Taxes.  No
power of attorney currently in force has been granted by the Company, UMKK or
UMNet concerning any Tax matter; and

     

    (h)          None
of the Company, UMKK or UMNet is or has been a party to any “listed
transaction,” as defined in IRC §6707A(c)(2) and Reg.
§1.6011-4(b)(2).

     

    Section
4.2            Employee
Benefits.

     

    (a)           (i)           Schedule 4.2(a)
contains a list complete and accurate, in all material respects, of all Employee
Benefit Plans of which the Company, UMKK or UMNet is, or within the last six (6)
years has been, a plan sponsor, in which the Company, UMKK or UMNet participates
or, within the last six (6) years has, participated, or to which the Company
UMKK or UMNet contributes or, within the last six (6) years has,
contributed.  None of the Company, UMKK or UMNet has any liability or
obligation with respect to any Employee Benefit Plan that is not included on
Schedule 4.2(a).

     

    (i)           The
financial cost of all obligations owed by the Company, UMKK and UMNet under any
Employee Benefit Plan is included in the Financial Statements.

     

    (ii)          Except
as set forth on Schedule 4.2(a), none
of the Company, UMKK nor UMNet has any liability for post-employment benefits
under any Employee Benefit Plan.

     

    (b)           Seller
has made available to Buyer copies, current as of the date hereof,
of:

     

    (i)           all
documents that set forth the terms of each Employee Benefit Plan of the Company,
UMKK or UMNet, and of any related trust (or other funding vehicle) and, in the
case of any oral agreement relating to an Employee Benefit Plan, a summary of
the material terms thereof;


    
      
         


      

      
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    (ii)          all
personnel, payroll, and employment manuals and policies of the Company, UMKK or
UMNet;

     

    (iii)         any
collective bargaining agreements pursuant to which contributions have been made
or obligations incurred (including contributions relating to any Employee
Benefit Plan) by the Company, UMKK or UMNet;

     

    (iv)         any
insurance policies purchased by or to provide benefits under any Employee
Benefit Plan of the Company, UMKK or UMNet;

     

    (v)          all
Contracts with third party administrators, actuaries, investment managers,
consultants, and other independent contractors that relate to any Employee
Benefit Plan of the Company, UMKK and UMNet; and

     

    (vi)         the
rules of employment, if any, applicable to the Company, UMKK and
UMNet.

     

    (c)           Except
as set forth in Schedule
4.2(c):

     

    (i)           Each
of the Company, UMKK and UMNet has performed its obligations in all material
respects under all Employee Benefit Plans;

     

    (ii)          No
statement has been made by Seller, the Company, UMKK or UMNet to any Person with
regard to any Employee Benefit Plan of the Company, UMKK or UMNet that was not
in accordance with such Employee Benefit Plan and that would have, individually
or in the aggregate, a Material Adverse Effect on the Business.

     

    (iii)         Each
of the Company, UMKK and UMNet, with respect to any Employee Benefit Plan is,
and each Employee Benefit Plan sponsored by the Company, UMKK and UMNet is, in
compliance in all material respects with applicable Legal
Requirements;

     

    (iv)         All
filings required of the Company, UMKK or UMNet as to each Employee Benefit Plan
have been timely filed, and all notices and disclosures to participants required
by law have been timely provided, except for such filings, notices and
disclosures the failure of which to make would not, individually or in the
aggregate, have a Material Adverse Effect on the Business;

     

    (v)          Since
December 31, 2009, there has been no establishment or material amendment of any
Employee Benefit Plan for which the Company, UMKK or UMNet is a
sponsor;

     

    (vi)         Other
than claims for benefits submitted by participants or beneficiaries, no claim
against, or legal proceeding involving, any Employee Benefit Plan for which the
Company, UMKK or UMNet is sponsor is pending or, to the Knowledge of Seller,
Threatened;

     

    (vii)        None
of the Company, UMKK or UMNet provides health or welfare benefits for any
retired or former employee nor are any of them obligated to provide health or
welfare benefits to any active employee following such employee’s retirement or
other termination of employment; and


    
      
         


      

      
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    (viii)       The
consummation of the Contemplated Transactions will not result in the payment,
vesting, or acceleration of any material benefit under any benefit plan of the
Company, UMKK or UMNet, nor will it trigger the payment of severance or
termination pay under any policy, plan, procedure, practice or agreement to any
Company, UMKK or UMNet employee.

     

    Section
4.3            Insurance.

     

    (a)           Seller
has made available to Buyer summaries, accurate in all material respects, of all
policies of insurance to which UMKK is a party or under which UMKK, or any
director or officer of UMKK, is covered.  UMKK has no pending
applications for policies of insurance, except as disclosed on Schedule
4.3(a).

     

    (b)          UMKK
has not claimed any losses for the current policy year or in any of the three
preceding policy years under any policy that provides coverage to
UMKK.

     

    (c)           Except
as set forth on Schedule
4.3(c):

     

    (i)           To
the Knowledge of Seller, UMKK has not received any notice of refusal of coverage
or any notice that a defense will be afforded with reservation of rights, or any
notice of cancellation or any other indication that any insurance policy is no
longer in full force or effect or will not be renewed or that the issuer of any
policy is not willing or able to perform its obligations thereunder, any of
which individually, or all of which in the aggregate, would have a Material
Adverse Effect on the Business; and

     

    (ii)          all
premiums due, and all obligations to be performed by UMKK, under each insurance
policy to which it is a party or that provides coverage to UMKK or its business,
have been paid or performed, except for such failures which individually or in
the aggregate would not have a Material Adverse Effect on the
Business.

     

    Section
4.4            Parent
Representations.

     

    (a)           Organization and Good
Standing.

     

    (i)           Parent
is a corporation duly organized, validly existing, and in good standing under
the laws of the State of Ohio.  Parent has all requisite corporate
power and authority to conduct its business as it is now being conducted, to own
or use the properties and assets that it purports to own or use, and to perform
all its obligations under this Agreement and the other Transaction Documents to
which it is a party.  Parent is duly qualified to do business as a
foreign corporation and is in good standing under the laws of each state or
jurisdiction in which either the ownership or use of the properties owned or
used by it, or the nature of the activities conducted by it, requires such
qualification, except where the failure to be so qualified could not reasonably
be expected to result in a Material Adverse Effect on Parent or the
Business.

     

    
      
        
        

      

      
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    (b)          Enforceability; Authority;
No Conflict.

     

    (i)           This
Agreement constitutes the legal, valid, and binding obligation of Parent,
enforceable against Parent in accordance with its terms, except as enforcement
thereof may be limited by bankruptcy, insolvency, fraudulent conveyance,
reorganization or similar laws relating to creditors’ rights generally and by
equitable principles.  Upon the execution and delivery by Parent of
each the Transaction Document to which it is a party, such Transaction Documents
will constitute the legal, valid, and binding obligations of Parent enforceable
against Parent in accordance with their respective terms, except as enforcement
thereof may be limited by bankruptcy, insolvency, fraudulent conveyance,
reorganization or similar laws relating to creditors’ rights generally and by
equitable principles.  Parent has the corporate power and authority to
execute and deliver the Transaction Documents to which it is a party and to
perform its obligations thereunder.

     

    (ii)           Except
as set forth in Schedule 4.4, neither
the execution and delivery of this Agreement nor the consummation or performance
of any of the Contemplated Transactions will, directly or indirectly (with or
without notice or lapse of time):

     

    (i)           contravene,
conflict with, or result in a violation of (x) any provision of the
Organizational Documents of Parent, or (y) any resolution adopted by the board
of directors or the shareholders of Parent;

     

    (ii)          contravene,
conflict with, or result in a violation of, or give any Governmental Body or
other Person the right to challenge any of the Contemplated Transactions,
exercise any remedy or obtain any relief under, any Legal Requirement or any
Order to which the Parent may be subject;

     

    (iii)         contravene,
conflict with, or result in a violation of any of the terms of, or give any
Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or
modify, any Governmental  Authorization that relates to the Business
or any of the Business Assets; and

     

    (iv)         Except
as set forth in Schedule 4.4 hereof,
and except such instances in which the failure to give such notice or obtain
such Consent could not, individually or in the aggregate, reasonably be expected
to result in material direct or indirect costs or liabilities to the Seller or
the Company or the Business, neither Parent, any Affiliate of Parent nor the
Company is or will be required to give any notice to or obtain any Consent from
any Person in connection with the execution and delivery of this Agreement or
the consummation or performance of any of the Contemplated
Transactions.

     

    ARTICLE
V

    REPRESENTATIONS
AND WARRANTIES OF BUYER

     

    Buyer
represents and warrants to Seller as follows:

     

    Section
5.1            Organization and Good
Standing.  Buyer is a corporation duly organized, validly
existing, and in good standing under the laws of the State of
Delaware.


    
      
         


      

      
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      Section
5.2            Authority; No
Conflict.

       

      (a)           This
Agreement constitutes the legal, valid, and binding obligation of Buyer,
enforceable against Buyer in accordance with its terms, except as enforcement
may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization
or similar laws relating to creditors’ rights generally and by equitable
principles. Upon the execution and delivery by Buyer of the Transaction
Documents to which it is a party, such Transaction Documents will constitute the
legal, valid, and binding obligations of Buyer, enforceable against Buyer in
accordance with their respective terms, except as enforcement may be limited by
bankruptcy, insolvency, fraudulent conveyance, reorganization or similar laws
relating to creditors’ rights generally and by equitable
principles.  Buyer has the corporate power and authority to execute
and deliver this Agreement and the Transaction Documents to which it is a party
and to perform its obligations hereunder and thereunder.

       

      (b)           Neither
the execution and delivery of this Agreement by Buyer nor the consummation or
performance of any of the Contemplated Transactions by Buyer will give any
Person the right to prevent, delay, or otherwise interfere with any of the
Contemplated Transactions pursuant to (i) any provision of Buyer’s
Organizational Documents; (ii) any resolution adopted by the board of directors
or the stockholders of Buyer; (iii) any Legal Requirement or Order to which
Buyer may be subject; or (iv) any Contract to which Buyer is a party or by which
Buyer may be bound.  Except as contemplated by Section 8.2 hereof,
Buyer is not and will not be required to obtain any Consent from any Person in
connection with the execution and delivery of this Agreement or the consummation
or performance of any of the Contemplated Transactions.

       

      Section
5.3            Investment Intent; Financial
Capability.  The offering and sale of the Interests is intended
to be exempt from the applicable provisions of the Securities Act and any
applicable state securities or blue-sky laws.  Buyer is acquiring the
Interests for its own account and not with a view to their distribution within
the meaning of § 2(11) of the Securities Act.  Buyer has, and will
have at Closing, sufficient cash to enable it to purchase the Interests as
provided herein.

       

      Section
5.4            Certain
Proceedings.  There is no pending Proceeding that has been
commenced against Buyer and that challenges, or would have the effect of
preventing, delaying, making illegal, or otherwise interfering with, any of the
Contemplated Transactions.  To the Knowledge of Buyer, no such
Proceeding has been Threatened.

       

      Section
5.5           Brokers or
Finders.  Neither Buyer nor any of its Representatives has
incurred any obligation or liability, contingent or otherwise, for brokerage or
finders’ fees or agents’ commissions or other similar payments in connection
with the Contemplated Transactions. 

       

      Section
5.6            Investigation by
Buyer.  Buyer has conducted its own independent review and
analysis of the Business and the Contemplated Transactions and acknowledges that
Seller has provided Buyer with access to the personnel, properties, premises and
records of the Business for this purpose. Buyer acknowledges that the
representations and warranties contained in this Agreement are exclusive of any
other representations and warranties, express or implied, and that none of
Seller nor any of its Affiliates makes or has made any representation or
warranty, either express or implied, as to the accuracy or completeness of any
of the information provided or made available to Buyer or any of its Affiliates,
except as and only to the extent expressly set forth in this Agreement and
subject to the limitations and restrictions contained in this
Agreement.

       

      
        
          
          

        

        
          - 31 -

          
            

          

        

        
          
          

        

      

       

      ARTICLE
VI

      COVENANTS
OF SELLER PRIOR TO CLOSING DATE

       

      Section
6.1           Access and
Investigation.  Subject to the provisions of the Non-Disclosure
Agreement, between the date of this Agreement and the Closing Date, Seller
shall, and shall cause its Representatives to, (a) afford Buyer and its
Representatives, upon reasonable advance notice, full and free access to the
Business Assets and books and records relating to the Business during regular
business hours or at such other time agreed to by Buyer and Seller, (b) furnish
Buyer and Buyer’s Representatives with copies of all Business Contracts and such
books and records of Seller, UMKK, UMNet or the Company, as Buyer reasonably
requests, and (c) furnish Buyer and Buyer’s Representatives with such additional
financial, operating, and other data and information relating to the Business as
Buyer reasonably requests.  Further, between the date of this
Agreement and the Closing Date, upon reasonable notice Seller shall permit
Buyer’s senior officers to meet with the senior officers of Seller responsible
for the Business.  

       

      Section
6.2           Operation of the
Business.  Between the date hereof and the earlier of the
Closing Date and the termination of this Agreement pursuant to or in accordance
with Article XI hereof, except as otherwise contemplated by this Agreement or
otherwise taken with the prior written consent of Buyer, Seller shall, and shall
cause UMKK and UMNet to:

       

      (a)          conduct
the Business substantially in the ordinary course;

       

      (b)          comply
with all requirements of all applicable laws;

       

      (c)          use
reasonable best efforts to preserve intact its current business organization,
keep available the services of its current employees and agents, and maintain
business relations and goodwill with suppliers, customers, landlords, creditors,
employees, agents, licensees, clients and others having business relationships
with it that are material to the Business; 

       

      (d)          otherwise
report periodically to Buyer, at Buyer’s reasonable request, concerning the
operations of the Business;

       

      (e)          permit,
allow or suffer any Business Asset to become subjected to any Encumbrance of any
nature whatsoever that would have been required to be set forth in Schedule 3.5
if existing on the date of this Agreement, other than in the ordinary course or
except to the extent any such Encumbrance is released or fully discharged at or
prior to Closing; and

       

      (f)           not
engage or agree to engage in any practice, take any action or enter into any
transaction outside the ordinary course of business or of the sort described in
Section
3.7.

       

      
        
          
          

        

        
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      Section
6.3           Commercially Reasonable
Efforts.  Between the date of this Agreement and the Closing
Date, Seller shall use commercially reasonable efforts to take all action and to
do all things necessary, proper or advisable in order to consummate and make
effective the transactions contemplated by this Agreement (including
satisfaction, but not waiver, of the closing conditions set forth in Article
IX).

       

      Section
6.4           Audited
Financials.  Following the date of this Agreement, upon Buyer’s
request and at Buyer’s expense, Seller will cooperate with Buyer and the Company
to prepare audited financial statements for the periods ended December 31, 2008
and December 31, 2009.

       

      ARTICLE
VII

      COVENANTS
OF BUYER PRIOR TO CLOSING DATE

       

      Section
7.1            Commercially Reasonable
Efforts.  Between the date of this Agreement and the Closing
Date, Buyer shall use its commercially reasonable efforts to take all action and
to do all things necessary, proper or advisable in order to consummate and make
effective the transactions contemplated by this Agreement (including
satisfaction, but not waiver, of the closing conditions set forth in Article
X).

       

      Section
7.2            Buyer
Acknowledgement.  Notwithstanding any other provision of this
Agreement, including, without limitation Section 3.5 and Section 3.11, Buyer
agrees and acknowledges that the Transferred Peanuts Copyrights, and Seller’s
and, following the Closing Date, Company’s, right, title, and interest therein,
may be subject to contractual and statutory termination rights.  No
representation and warranty by Seller under this Agreement shall be construed as
a representation or warranty as to the absence of any of the
foregoing.

       

      ARTICLE
VIII

      MISCELLANEOUS
COVENANTS

       

      Section
8.1            Tax Treatment of Purchase of
Membership Interests in Company.  The Company shall be a
“disregarded entity” as such term is defined in Treasury Regulation Section
301.7701-3(b) (and any corresponding provision of state, local or foreign Law)
on the Closing Date.  Accordingly, for federal, state, local and
foreign income Tax purposes, the purchase of the membership interests in the
Company shall be treated as the purchase by the Buyer of the assets owned by the
Company on the Closing Date subject to the liabilities owned by the Company on
the Closing Date.  The Buyer, the Seller and the Seller’s parent shall
report the purchase of the membership interests in the Company as a sale of
assets on all of their respective Tax Returns and shall not take any contrary
position thereto, unless otherwise required to pursuant to applicable
Law.

       

      Section
8.2            Required Approvals of
Governmental Bodies.

       

      (a)           Buyer
and Seller shall, and Seller shall cause the Company to, promptly after
execution of this Agreement, make all registrations, filings and submissions
with all Governmental Bodies required to be made or effected by them pursuant to
all applicable Legal Requirements with respect to this Agreement and the other
Transaction Documents and the Contemplated Transactions.  Between the
date of this Agreement and the Closing Date, Buyer and Seller shall, and Seller
shall cause the Company to, cooperate with each other with respect to all
filings that the other elects to make or is required by Legal Requirements to
make in connection with the Contemplated Transactions.

       

      
        
          
          

        

        
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      (b)           Without
limiting the generality of Section 8.2(a),
Seller and Buyer shall promptly (but not later than fifteen (15) calendar days
after the date hereof) make and effect all registrations, filings and
submissions required to be made or effected pursuant to the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended (the “HSR Act”), the
Japanese Anti- Monopoly Act and all other applicable Legal Requirements with
respect to this Agreement and the other Transaction Documents and the
Contemplated Transactions in order to obtain any antitrust clearance or similar
clearance required to be obtained from the Federal Trade Commission, the
Antitrust Division of the Department of Justice, any state attorney general, any
foreign competition authority (including, without limitation, in Japan) or any
other Governmental Body in connection with the Contemplated
Transactions.  Each of Seller and Buyer shall bear one-half of the HSR
Act filing fee.  

       

      (c)           Seller
and Buyer shall, and Seller shall cause the Company to, (i) promptly provide all
information requested by any Governmental Body in connection with this Agreement
and the other Transaction Documents and the Contemplated Transactions, and (ii)
promptly take all actions and steps necessary to obtain any antitrust clearance
or similar clearance required to be obtained from the Federal Trade Commission,
the Antitrust Division of the Department of Justice, any state attorney general,
any foreign competition authority (including, without limitation, in Japan) or
any other governmental entity in connection with the Contemplated
Transactions.  The actions required to be taken by Buyer and Seller
pursuant to this Section in order to obtain required antitrust clearances will
include using reasonable efforts to avoid or set aside any preliminary or
permanent injunction or other Order but do not include making arrangements for
the disposition of particular assets and making arrangements to hold such assets
separate pending their disposition.

       

      (d)           Without
limiting any other provision of this Section, each party hereto shall (i) give
the other party prompt notice of the commencement of any Proceeding by or before
any Governmental Body with respect to this Agreement or the other Transaction
Documents or any of the Contemplated Transactions, (ii) keep the other party
informed as to the status of any such Proceeding, and (iii) promptly inform the
other party of any communication to or from the Federal Trade Commission, the
Antitrust Division of the Department of Justice, or any other Governmental Body
regarding this Agreement or the Contemplated Transactions.

       

      Section
8.3            Notice of Developments;
Access to Records.  Each party will give prompt notice to the
other parties of the occurrence, or failure to occur, of any event, which
occurrence or failure to occur would be reasonably expected to cause (a) any
representation or warranty contained in this Agreement to be untrue or
inaccurate at any time from the date of this Agreement to the Closing Date or
(b) any failure of any party or of any officer, director, manager, employee or
agent thereof, to comply with or satisfy any covenant, condition or agreement to
be complied with or satisfied by it under this Agreement.  On or prior
to the Closing Date, the Seller shall supplement and update the schedules
delivered as of the date hereof.  Notwithstanding the above, the
delivery of any notice or updates to the schedules pursuant to this Section 8.3 will not
limit or otherwise affect the remedies available hereunder to the party
receiving such notice or updates and no notice or update shall constitute an
amendment of any statement, representation or warranty in this Agreement or any
schedule, exhibit or document furnished pursuant hereto. For a period of (i) six
(6) years following the Closing Date (in respect of Books and Records of Seller
or the Company) or (ii) ten (10) years following the Closing Date (in respect of
Books and Records of UMKK or UMNet), Buyer shall provide, or shall cause the
Company to provide, to Seller reasonable access upon reasonable advance notice
to or copies of any files, records, books of account, computer programs and
software, data and other records pertaining to the Business (“Books and Records”)
for periods prior to the Closing Date that Seller reasonably believes are
necessary or advisable for Tax reporting, litigation or performance of Parent’s
or Seller’s obligations hereunder, and Seller agrees not to disclose the
foregoing or any of the content thereof to any Person except to its employees
and Representatives on a “need to know” basis.

       

      
        
          
          

        

        
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      Section
8.4           Transition Services
Agreements; Sublease; Syndicate Services Agreement.  From and
after the date hereof and until the earlier or termination of this Agreement
pursuant to Article
XI or the Closing Date, Buyer and Seller shall negotiate in good faith
the definitive terms and conditions of (a) the Transition Services Agreements
covering transition services described on Exhibit C, (b) the
Sublease, (c) the Short Form License and (d) the Syndicate Services Agreement,
in each case for execution and delivery by the parties thereto at or prior to
Closing.

       

      Section
8.5            Employees of the
Business.

       

      (a)           Not
later than the second Business Day prior to the Closing Date, Buyer shall,
subject to the Closing of the Contemplated Transactions, offer employment with
the Company, commencing on the Closing Date, to all of the Business
Employees.  Any such offer shall be made at salaries, pro rated bonus
incentive opportunities and wages no less than those currently being paid or
made available by Seller, which employment, if accepted, shall become effective
as of the Closing Date.  Any Business Employee who accepts any such
offer of employment is referred to in this Agreement as a “Hired
Employee.”  To the extent that any Hired Employee receives a
portion of his pro rated bonus for 2010 from Seller, such amount shall be
credited to Buyer when determining the bonus incentive for such Hired
Employee.  For a period of two years following the Closing, Buyer
shall provide to each Hired Employee who shall remain at the Company, employee
benefits programs that are available to employees of Buyer in similarly situated
positions. Seller shall not continue to employ any Hired Employee who resigns
from employment with Seller and who begins employment with Buyer effective as of
the Closing Date. Notwithstanding anything to the contrary in the foregoing or
elsewhere in this Agreement, if (i) any Hired Employee now employed in the
Seller’s New York office is terminated by Buyer or any Affiliate thereof after
the Closing and prior to the first anniversary of the Closing Date, Buyer shall
pay to such Hired Employee within ten (10) days of such termination, severance
amounts and benefits equivalent to those that Schedule 8.5
indicates Seller would have paid to such Hired Employee in connection with the
loss of such Hired Employee’s employment as a result of the Contemplated
Transactions (the “Severance
Provision”); provided, however, that Buyer
shall assume any individual severance agreement between Seller and any such
Hired Employee employed in such New York office, as indicated in Schedule 8.5; and
(ii) if any Hired Employee now employed in the Parent’s Cincinnati office is
terminated by Buyer or any Affiliate thereof after the Closing and (x) prior to
the 181st day of such Hired Employee’s employment, Buyer shall pay the Severance
Provision to such Hired Employee and Seller shall reimburse Buyer in the full
amount of the Severance Provision, or (y) after the 181st day and prior to the
366th day of such Hired Employee’s employment, Buyer shall pay the Severance
Provision to such Hired Employee and Seller shall reimburse Buyer in an amount
equal to fifty percent (50%) of the Severance Provision; provided, however, that Buyer
shall assume any individual severance agreement between Seller and any such
Hired Employee employed in such Cincinnati office, as indicated in Schedule 8.5, and
Seller shall reimburse Buyer in accordance with clauses (x) and (y) above if
Buyer pays the Severance Provision under any such agreement. Buyer and, after
the Closing Date, the Company shall not have any obligation or liability of any
kind with respect to any Business Employee or Hired Employee for the period
prior to the Closing Date including, without limitation, accrued compensation
and bonus.  Schedule 8.5 sets
forth a list of all severance agreements between Seller and each individual
Business Employee.

       

      
        
          
          

        

        
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      (b)           Buyer
shall credit each Hired Employee for his or her time in service as an employee
of Seller or any Affiliate thereof (“Prior Service”) for
purposes of any severance, vacation or leave benefits for which the Hired
Employee may become eligible as an employee of the Company or Buyer (or any
Affiliate of Buyer) upon or after the Closing. Buyer shall, as to all Hired
Employees, cause its insurance carriers and benefit plan administrators or
trustees to: (i) recognize Prior Services for purposes of eligibility to enroll
in its welfare plans (e.g., its life, medical, dental, accident, disability and
similar benefit plans), and (ii) provide each Hired Employee with credit under
its medical plan for payments made under The E.W. Scripps Company Medical Plan
in satisfying any deductible or out-of-pocket limit
requirements.  Buyer shall recognize Prior Service for all Hired
Employees for purposes of eligibility and vesting, but not for benefit accrual,
under each benefit program that provides pension, savings, or other deferred
benefits which is adopted, maintained, or contributed to by Buyer or any of its
Affiliates to the extent Hired Employees participate or are eligible for
participation after the Closing.

       

      (c)           In
order to allow for an orderly transition of Hired Employees to the employ of the
Company or Buyer after the Closing, prior to the Closing Seller and the Company
shall allow Buyer reasonable access to the Business Employees and such portions
of their employment records as Seller shall agree to release in its reasonable
discretion.  As soon as practicable after the Closing, Seller shall
provide the Company with all such employment records of the Hired
Employees.  Notwithstanding any other provision of this Agreement to
the contrary, Seller shall have the right to remove any information from such
employment records of the Hired Employees as shall be necessary to comply with
any applicable Legal Requirements relating to such information.

       

      (d)           Buyer
acknowledges that it is obligated to comply with the Federal Worker Adjustment
and Retraining Notification Act, the New York State Worker Adjustment Retraining
Notification Act and any other federal, state and local laws relative to any
Hired Employees as of the Closing Date and Buyer covenants and agrees to provide
any legally required notices under such Legal Requirements, if any, to Hired
Employees after the Closing Date.

       

      (e)           Seller
shall be responsible for and will perform all Tax withholding, payment and
reporting duties with respect to any wages and other compensation paid to a
Hired Employee on or prior to the Closing Date, and Buyer shall be responsible
for and will perform all Tax withholding, payment and reporting duties with
respect to any wages and other compensation paid by Buyer, the Company, UMKK or
UMNet after the Closing Date to any Hired Employee.

       

      
        
          
          

        

        
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      (f)           Notwithstanding
the foregoing, nothing in this Section 8.5 shall be
construed to entitle any Hired Employee (including a leased employee within the
meaning of Section 414(n) of the IRC) to coverage under any of Buyer’s benefit
plans after the Closing Date.  Any decision to extend such coverage to
some or all of such individuals shall be subject to the sole and absolute
discretion of Buyer and its Affiliates, as the case may be, and to the Legal
Requirements.  Moreover, the Hired Employees shall be deemed employees
at will of Buyer, the Company or their Affiliates and nothing express or implied
herein shall obligate Buyer, the Company or their Affiliates to provide
continuing employment or any particular individual or aggregate benefits to any
Hired Employee after the Closing Date for a specified period of time, except as
an individual employment agreement may otherwise provide.  In
addition, the parties do not intend for this Agreement to amend any employee
benefit plans or arrangements or create any rights or obligations except between
the parties, and Buyer retains full rights to amend or terminate any plans or
arrangements it or its Affiliates maintain.

       

      Section
8.6            Tax
Matters.  The following provisions shall govern the allocation
of responsibility as between Buyer and Seller for certain tax matters following
the Closing Date:

       

      (a)           Straddle Tax Period.
In the case of any taxable period that includes (but does not end on) the
Closing Date (a “Straddle Tax
Period”), the amount of any income Taxes or other Taxes based on receipts
for the Pre-Closing Tax Period shall be determined based on an interim closing
of the books as of the close of business on the Closing Date and the amount of
all other Taxes for the Pre-Closing Tax Period shall be determined based on the
number of days in the Pre-Closing Period divided by the number of days in the
taxable period.

       

      (b)           Responsibility for Filing
Tax Returns. Buyer shall prepare or cause to be prepared and file or
cause to be filed all Tax Returns for the Company, UMKK and UMNet that are filed
after the Closing Date.   Buyer shall deliver each Tax Return
required to be prepared pursuant to this Section 8.6(b) to
Seller at least fifteen (15) days before the due date (taking into consideration
all applicable extension periods) and permit Seller to review and comment on
each such Tax Return described in the preceding sentence prior to filing and
Buyer shall accept any comments of Buyer that are reasonable..  Such
Tax Returns shall be prepared consistently with the past practice of the
Company, UMKK or UMNet unless otherwise required by applicable Law.

       

      (c)           Tax
Payments.  The Buyer shall pay or cause to be paid all unpaid
Taxes shown as due and owing by the Company, UMKK or UMNet on the Tax Returns
prepared pursuant to Section 8.6(b).  If the amount of Taxes set forth
on the Tax Returns prepared pursuant to Section 8.6(b) for a Pre-Closing Tax
Period exceeds the accrual for such Taxes reflected as a liability in the
calculation of Working Capital (such excess amount with respect to any such Tax
Return, an “Unpaid
Taxes Shortfall”), then, no later than five (5) days after the date that
the Buyer notifies Seller of the Unpaid Taxes Shortfall, Seller shall reimburse
Buyer for the Unpaid Taxes Shortfall.

       

      
        
          
          

        

        
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      (d)           Refunds and Tax
Benefits. Any Tax refunds that are received by Buyer, the Company, UMKK
or UMNet, and any amounts credited against Tax to which Buyer, the Company, UMKK
or UMNet become entitled (in each case, net of any Taxes incurred by the
Company, UMKK or UMNet) that relate to Pre-Closing Tax Periods shall be for the
account of Seller, and Buyer shall pay over to Seller any such refund or the
amount of any such credit  net of any accrual for such refund or
credit taken into consideration in the calculation of Working Capital within
fifteen (15) days after receipt or entitlement thereto; provided that the
Seller shall not be entitled to any refund or credit attributable to a carryback
of loss or credit from any period or portion thereof beginning after the Closing
Date.

       

      (e)           Cooperation on Tax
Matters.

       

      (i)           Buyer,
the Company, UMKK, UMNet and Seller shall cooperate fully, as and to the extent
reasonably requested by the other party, in connection with the filing of Tax
Returns pursuant to this Section and any audit, litigation or other proceeding
with respect to Taxes. Such cooperation shall include the retention and (upon
the other party's request) the provision of records and information that are
reasonably relevant to any such audit, litigation or other proceeding and making
employees available on a mutually convenient basis to provide additional
information and explanation of any material provided hereunder. The Company,
UMKK, UMNet and Seller shall (x) retain all books and records with respect to
Tax matters pertinent to the Company, UMKK and UMNet relating to any taxable
period beginning before the Closing Date until the expiration of the statute of
limitations (and, to the extent notified by Buyer or Seller, any extensions
thereof) of the respective taxable periods, and abide by all record retention
agreements entered into with any taxing authority, and (y) give the other party
reasonable written notice prior to transferring, destroying or discarding any
such books and records and, if the other party so requests, the Company, UMKK,
UMNet, or Seller, as the case may be, shall allow the other party to take
possession of such books and records.

       

      (ii)          Buyer
and Seller further agree, upon request, to use their best efforts to obtain any
certificate or other document from any Governmental Body or any other person as
may be necessary to mitigate, reduce or eliminate any Tax that could be imposed
(including, but not limited to, with respect to the Contemplated
Transactions).

       

      (f)           Tax-Sharing
Agreements. All tax-sharing agreements or similar agreements between
Seller and its Affiliates on the one hand, and the Company, UMKK or UMNet, on
the other, with respect to or involving the Company, UMKK and UMNet shall be
terminated as of the Closing Date and, after the Closing Date the Company, UMKK
and UMNet shall not be bound thereby or have any liability thereunder.


       

      (g)           Post-Closing
Elections. At Seller's request, Buyer shall cause the Company, UMKK, and
UMNet to make or join with Seller in making any election if the making of such
election does not have a material adverse impact on Buyer (or the Company, UMKK
or UMNet) for any Tax period beginning after the Closing Date or portion of any
Straddle Tax Period that begins after the Closing Date. 

       

      (h)           Reimbursement for
Post-Closing Transactions. Buyer shall reimburse Seller for any
additional Tax owed by Seller (including Tax owed by Seller due to any
indemnification payment) resulting from any transaction engaged in by the
Company, UMKK or UMNet not in the ordinary course of business occurring on the
Closing Date after Buyer's purchase of the Interests–.

       

      
        
          
          

        

        
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      (i)           §338(g).  Buyer
will not permit without Seller’s consent, which shall not be unreasonably
withheld or delayed, (i) a section 338(g) election to be made with respect to
the Company, UMKK or UMNet or (ii) a distribution to be made in 2010 by UMKK or
UMNet.

       

      (j)           Allocation of Purchase
Price.  Buyer shall prepare an allocation of the Purchase Price
among the (i) the membership interests in the Company and (ii) the stock of UMKK
and UMNet (“Asset
Allocation Statement”).  The portion of the Purchase Price that
is allocated to the membership interests of the Company on the Asset Allocation
Statement plus the liabilities of the Company that are deemed to be assumed by
the Buyer pursuant to the treatment of the purchase of the membership interests
in the Company as an asset acquisition in the manner set forth in Section 8.1 shall be
allocated among the assets of the Company in accordance with Section 1060 of the
IRC and the applicable Treasury Regulations thereunder (and any similar
provision of state, local or foreign Law, as appropriate) and such allocation
shall be set forth on the Asset Allocation Statement.  Buyer shall
deliver the Asset Allocation Statement to Seller no later than ninety (90) days
following the Closing Date.  Seller shall notify Buyer of any
objections to the Asset Allocation Statement within fifteen (15) days after the
Seller receives the Allocation Statement.  If Seller does not notify
Buyer of any objections to the Asset Allocation Statement, within that fifteen
(15) day period, the Asset Allocation Statement shall be construed as
final.  If Seller notifies Buyer of an objection to the Asset
Allocation Statement by the end of the fifteen (15) day period, and Buyer and
Seller are unable to resolve their differences within fifteen (15) days
thereafter (“Dispute
Resolution Period”), then the disputed items on the Asset Allocation
Statement shall be submitted to the Tax Dispute Accountants within five (5) days
after the end of the Dispute Resolution Period for resolution and the Tax
Dispute Accountants shall be instructed to deliver a finalized Asset Allocation
Statement as soon as possible.  Buyer and Seller and their respective
Affiliates shall report, act and file all Tax Returns (including, but not
limited to, IRS Form 8594) in all respects and for all purposes consistent with
the Asset Allocation Statement as well as any amendments to such Tax Returns
required with respect to any adjustment to the Purchase
Price.  Neither Buyer, Seller or any of their Affiliates shall take
any position (whether in audits, Tax Returns or otherwise) that is inconsistent
with the information set forth on the Asset Allocation Statement, unless
required to do so by applicable Law; provided, however, that (i) the Buyer’s
cost for the assets that it is deemed to acquire may differ from the total
amount allocated hereunder to reflect the inclusion in the total cost of items
(for example, capitalized acquisition costs) not included in the total amount so
allocated and (ii) the amount realized by Seller may differ from the total
amount allocated hereunder to reflect transaction costs that reduce the amount
realized for federal income Tax purposes.

       

      
        
          
          

        

        
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      (k)           Tax Dispute Resolution
Mechanism.  Any dispute among the parties involving Taxes
arising under this Agreement shall be resolved as follows: (i) the parties will
in good faith attempt to negotiate a prompt resolution of the dispute; (ii) if
the parties are unable to negotiate a resolution of the dispute within thirty
(30) days, the dispute will be submitted to the national office of a firm of
independent accountants of nationally recognized standing reasonably
satisfactory to the Sellers and the Buyer (the “Tax Dispute
Accountants”); (iii) the Tax Dispute Accountants shall resolve the
dispute, in a fair and equitable manner and in accordance with applicable Tax
Law and the provisions of this Agreement, within thirty (30) days after the
parties have submitted the dispute to the Tax Dispute Accountants, whose
decision shall be final, conclusive and binding on the parties, absent fraud or
manifest error; (iv) any payment to be made as a result of the resolution of a
dispute shall be made, and any other action taken as a result of the resolution
of a dispute shall be taken, on or before the fifth (5th)
Business Day following the date on which the dispute is resolved (except that if
the resolution requires the filing of an amended Tax Return, such amended Tax
Return shall be filed within thirty (30) Business Days following the date on
which the dispute is resolved); and (v) the fees and expenses of the Tax Dispute
Accountants shall be paid one-half by the Buyer and one-half by the
Seller.

       

      Section
8.7            Mail and Other
Communications.  After the Closing, Seller shall promptly remit
to Buyer any checks, cash payments, mail or other communications relating to the
Business after the Closing Date, unless the same also relates to the other
businesses of Seller, in which case Seller shall send copies
thereof.  After the Closing, Buyer shall promptly remit to Seller any
check, cash, payments, mail or communications relating to the other businesses
of Seller that are received by Buyer after the Closing Date, unless the same
also relates to the Business.

       

      Section
8.8            Transfer
Taxes.  All transfer, documentary, sales, use, stamp,
registration and other such Taxes and fees (including any penalties and
interest, but for the avoidance of doubt, not including any income, gains
(including capital gains) or similar Taxes, which shall be solely the
responsibility of the Seller) (“Transfer Taxes”)
incurred in connection with this Agreement shall be paid fifty percent (50%) by
the Buyer and fifty percent (50%) by the Seller when due, and the Seller, the
Buyer, the Company, UMKK or UMNet (whichever is primarily responsible under
applicable law) will, at such party’s own expense, file all necessary Tax
Returns and other documentation with respect to all such Transfer Taxes, and, if
required by applicable Law, the applicable non-filing parties will join in the
execution of any such Tax Returns and other documentation.

       

      Section
8.9           Use of United Media and
United Feature Syndicate Names.  Following the Closing, Buyer
will have in inventory a quantity of preprinted stationery, invoices, receipts,
forms, advertising and promotional materials, training and source literature,
packaging materials and other supplies (collectively, the “Stationery”) which
bear any of the United Media, United Media K. K. and United Feature Syndicate
names and variations and derivations thereof (collectively, the “United Media
Names”).  Buyer agrees to exhaust such Stationery in the
ordinary course as soon as reasonably practicable after the Closing, but in any
event no later than one hundred eighty (180) days after the
Closing.  During the one hundred eighty (180) day
period  after the Closing, Buyer may otherwise use or make reference
to any of the United Media Names in any other materials or information,
including any print advertising and internet or other electronic communications
vehicles, in the ordinary course of business.  Seller hereby grants
Buyer a royalty-free license to the use the United Media Names solely for the
period set forth in, and for the purposes permitted by, this Section
8.9.  Except as provided in this Section 8.9, no
interest in or right to use the names “United Media,” “United Media K. K.,”
“UMKK” or “United Feature Syndicate” or any variation or derivation thereof is
being transferred to Buyer pursuant hereto.

       

      
        
          
          

        

        
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      Section
8.10          Consents to Assignments of
Contracts.  Buyer acknowledges that certain consents and
approvals with respect to the Contemplated Transactions may be required from
parties to the Business Contracts and that such consents and approvals have not
been obtained as of the date hereof.  Prior to the Closing, Seller
shall use its commercially reasonable efforts to obtain any such consents and
approvals; provided, however, that such
efforts shall not include any requirement of Seller to expend money, commence
any litigation or offer or grant any accommodation (financial or otherwise) to
any third party.  In the event such consents or approvals have not
been obtained prior to the Closing Date, at Buyer’s request, Seller will
cooperate with Buyer to provide that Buyer shall receive Seller’s interest in
the benefits under any such Business Contract, including (at Buyer’s request)
performance by Seller as agent, provided that Buyer shall undertake to pay or
satisfy the corresponding liabilities for the enjoyment of such benefit to the
extent that Buyer would have been responsible therefor hereunder if such consent
or approval had been obtained. 

       

      Section
8.11          Bank Group Consent and
Release.   Seller and certain of its Affiliates (the
“Borrower
Group”) are parties together with SunTrust Bank, U.S. Bank National
Association, Fifth Third Bank, First Tennessee Bank, N.A., and PNC Bank,
National Association (collectively, the “Lender Banks”), to
that certain Amended and Restated Revolving Credit Agreement, dated as of August
5, 2009 (the “Credit
Agreement”), and that certain Pledge and Security Agreement, dated as of
August 5, 2009 and that certain Grant of Security Interest Patents and
Trademarks, dated as of August 5, 2009 (collectively the “Security Agreements”)
pursuant to which, among other things, certain assets of Seller that will be
contributed to the Company, and Seller’s equity interest in the Company, are
subject to Encumbrances securing obligations of the Borrower Group under the
Credit Agreement and may not be contributed to the Company or otherwise
transferred, as applicable, without the consent of the Lender
Banks.  Seller shall cause all Encumbrances imposed on any such asset,
or such equity interest, pursuant to the Security Agreements to be released in
full upon the Closing of the Contemplated Transactions.

       

      Section
8.12          Credit Support
Arrangements.  The parties acknowledge that Seller has entered
into an arrangement set forth on Schedule 8.12 in
which a guaranty was issued by or for the account of Seller to support or
facilitate business transactions by, or for, the Business. Such arrangement is
referred to herein as the “Credit Support
Arrangement.” At or prior to Closing, Buyer shall arrange for Buyer or
one of its Affiliates to be substituted as the obligor thereof, obtaining from
the creditor a full release of Seller or its Affiliates (the foregoing
arrangement is referred to as the “Replacement Credit Support
Arrangement”).  Buyer shall provide to Seller at Closing
written evidence of such Replacement Credit Support Arrangement.

       

      Section
8.13          Post-Closing Intellectual
Property Transfer Recordation.  Buyer shall be responsible for
any and all Intellectual Property ownership transfer recordation, and all
filing, transfer or other costs and expenses associated therewith, that Buyer
may elect to do after the Closing Date and that may be required by the U.S.
Patent and Trademark Office, the U.S. Copyright Office, and by any other
domestic or foreign jurisdictions.  Buyer’s responsibilities under
this Section
8.13 shall include, without limitation, any recordation of ownership
transfer of the Intellectual Property required to evidence the transfer of
Intellectual Property ownership from Seller or the Company, on the one hand, to
Buyer and any Affiliate of Buyer, on the other hand.  Seller shall
reasonably cooperate, at Buyer’s expense, with executing any necessary
documentation requested by Buyer in order for Buyer to accomplish such
recordation of Intellectual Property ownership transfer set forth in this Section
8.13.

       

      
        
          
          

        

        
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      Section
8.14          Tarsin Agreement and
Ringtales Agreement.  While the Tarsin Agreement and the
Ringtales Agreement are each a Business Contract hereunder, the parties hereto
shall cooperate to negotiate in good faith with the counterparties to each such
Contract (a) to remove any Intellectual Property that is an Excluded Asset and
(b) to enter into a new agreement between Seller and each applicable
counterparty to cover arrangements for such removed Intellectual
Property.

       

      Section
8.15          Original Peanuts
Drawings.  From time to time hereafter, Parent shall send any
physical drawings of the original Peanuts Feature created under The 1950
Agreement, The 1959 Agreement and The 1979 Agreement in its possession, promptly
upon any discovery thereof, to Buyer.  Upon receipt, Buyer shall send
such drawings to Charles M. Schulz  Creative Associates.

       

      Section
8.16          Accounts
Receivable.  Following the Closing Date, if Buyer or the
Company receives any amounts that are Aged Accounts Receivable, Buyer or
Company, as the case may be, shall pay over to Seller such amount received in
respect of Aged Accounts Receivable.

       

      Section
8.17          Foreign Withholding Tax
Credit.  From and after the Closing Date, in the event that
Seller receives a tax credit, Seller and Parent shall pay over to the Schulz
family any amounts owed to the Schulz family or their Affiliates pursuant to The
1979 Agreement on account of foreign withholding taxes from third parties
withheld on their behalf for periods prior to the Closing Date.

       

      Section
8.18          Name
Change.  Following the date of this Agreement, the Seller
shall, upon the request of the Buyer, take all actions necessary to change the
name of the Company to a name provided by Buyer.

       

      ARTICLE
IX

      CONDITIONS
PRECEDENT TO BUYER’S OBLIGATION TO CLOSE

       

      Buyer’s
obligation to purchase the Interests and to take the other actions required to
be taken by Buyer at the Closing is subject to the satisfaction, at or prior to
the Closing, of each of the following conditions (any of which may be waived by
Buyer, in whole or in part):

       

      Section
9.1            Accuracy of
Representations.  Each of the representations and warranties
set forth in Article
III and Article
IV in this Agreement must be accurate in all respects, if qualified by
any of the terms “material,” “Material Adverse Change,” “Material Adverse
Effect,” or must be accurate in all material respects, if not so qualified, in
each case, as of the date hereof and as of the Closing Date as if made on the
Closing Date, unless such representation expressly relates to an earlier date in
which case such representation must be accurate as of such earlier
date.

       

      
        
          
          

        

        
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      Section
9.2           Seller’s
Performance.  Each of the covenants and obligations that Seller
is required to perform or to comply with pursuant to this Agreement at or prior
to the Closing must have been duly performed and complied with in all material
respects.

       

      Section
9.3            Additional
Documents.  Each of the following documents must have been
delivered to Buyer by Seller:

       

      (a)          a
certificate executed by Seller dated the Closing Date certifying to Buyer the
satisfaction of the conditions set forth in Section
9.1;

       

      (b)          copies
of the resolutions of the Board of Directors and sole shareholder of Seller
authorizing Seller’s execution, delivery and performance of this Agreement and
the consummation of the Contemplated Transactions, certified as of the Closing
Date by a duly authorized officer of Seller as true and correct;

       

      (c)          a
non-foreign person affidavit dated as of the Closing Date, sworn under penalty
of perjury and in form and substance required under the Treasury Regulations
issued pursuant to IRC §1445 stating that Seller is not a “Foreign Person” as
defined in IRC §1445; 

       

      (d)          written
releases in form and substance reasonably acceptable to Buyer setting forth that
all of the Encumbrances on the equity interest in, or any asset of, the Company
imposed by the Lender Banks or any other party shall have been released in full,
duly executed by the Lender Banks or such other
parties;  

       

      (e)          the
Transition Services Agreement, duly executed by Seller;

       

      (f)           the
Short Form License, duly executed by Seller;

       

      (g)          the
Sublease, duly executed by Seller;

       

      (h)          a
release, duly executed by Seller in the form attached hereto as Exhibit E;
and

       

      (i)           such
other documents as Buyer may reasonably request for the purpose of facilitating
the consummation or performance of any of the Contemplated
Transactions.

       

      Section
9.4            No
Injunction.  There shall not be in effect any Legal Requirement
or any injunction or other Order that prohibits the sale of the Interests by
Seller to Buyer.

       

      Section
9.5           Governmental
Approvals.  The waiting period (and any extensions thereof)
applicable to the Contemplated Transactions under the HSR Act and under the
Japanese Anti-Monopoly Act or any other Legal Requirement shall have been
terminated or shall have expired.

       

      Section
9.6           Material Adverse
Effect.  There shall not have occurred a Material Adverse
Effect or any event or circumstance that individually or in the aggregate would
reasonably be expected to result in a Material Adverse Effect.

       

      
        
          
          

        

        
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      ARTICLE
X

      CONDITIONS
PRECEDENT TO SELLER’S OBLIGATION TO CLOSE

       

      Seller’s
obligation to sell the Interests and to take the other actions required to be
taken by Seller at the Closing is subject to the satisfaction, at or prior to
the Closing, of each of the following conditions (any of which may be waived by
Seller, in whole or in part):

       

      Section
10.1          Accuracy of
Representations.  Each of the representations and warranties in
Article V of
this Agreement must be accurate in all material respects as of the Closing Date
as if made on the Closing Date.

       

      Section
10.2         Buyer’s
Performance.  Each of the covenants and obligations that Buyer
is required to perform or to comply with pursuant to this Agreement at or prior
to the Closing must have been performed and complied with in all material
respects.

       

      Section
10.3          Additional
Documents.  Each of the following must have been delivered to
Seller by Buyer:

       

      (a)          a
certificate executed by Buyer dated the Closing Date certifying to Seller the
satisfaction of the conditions set forth in Section
10.1;

       

      (b)          copies
of the resolutions of the board of directors of Buyer authorizing Buyer’s
execution, delivery and performance of this Agreement and the consummation of
the Contemplated Transactions, certified as of the Closing Date by a duly
authorized officer of Buyer as true and correct;

       

      (c)          written
evidence of the Replacement Credit Support Arrangements, in form and substance
satisfactory to Seller;

       

      (d)          the
Transition Services Agreement, duly executed by Buyer;

       

      (e)          the
Short Form License, duly executed by Buyer;

       

      (f)           the
Sublease, duly executed by Buyer;

       

      (g)          the
amounts payable at Closing pursuant to Section 2.5;
and

       

      (h)          such
documents as Seller may reasonably request for the purpose of facilitating the
consummation of any of the Contemplated Transactions.

       

      Section
10.4          No
Injunction.  There shall not be in effect any Legal Requirement
or any injunction or other Order that prohibits the sale of the Interests by
Seller to Buyer.

       

      Section
10.5          Governmental
Approvals.  The waiting period (and any extensions thereof)
applicable to the Contemplated Transactions under the HSR Act and under the
Japanese Anti-Monopoly Act or any other Legal Requirement shall have been
terminated or shall have expired.

       

      
        
          
          

        

        
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      ARTICLE
XI

      TERMINATION

       

      Section
11.1          Termination of
Agreement.  This Agreement may be terminated and the
Contemplated Transactions abandoned at any time prior to the Closing
Date:  

       

      (a)           by
mutual written consent of Buyer and Seller duly authorized by their respective
Boards of Directors; 

       

      (b)           by
either Buyer or Seller, if there is any Legal Requirement that makes
consummation of the Contemplated Transactions illegal or otherwise prohibited or
if consummation of the Contemplated Transactions would violate any Final Order
of any Governmental Body having competent jurisdiction;

       

      (c)           by
either Buyer or Seller, if the Closing shall not have been consummated on or
before the date that is one hundred twenty (120) days following the date of this
Agreement (the “Termination Date”);
provided, that
such right to terminate this Agreement will not be available to any party whose
failure to perform in any material respect any obligation of such party under
this Agreement when performance thereof was due is the cause of the
delay;

       

      (d)          by
either Buyer or Seller, if any of the representations or warranties of the other
party contained herein are inaccurate or untrue in any respect if qualified by
the word “material” or the terms “Material Adverse Effect” or “Material Adverse
Change” or in any material respect if not so qualified, and such inaccuracy
cannot reasonably be expected to be cured prior to the Termination Date and, in
the case of any representation or warranty of Seller, the failure of any
representation and warranty of Seller to satisfy the foregoing standard would be
reasonably be expected to have a Material Adverse Effect on the Business;


       

      (e)           by
Buyer, provided it is not then in material breach of any of its obligations
under this Agreement, if Seller fails to perform or satisfy, in any respect if
qualified by the word “material” or in any material respect if not so qualified,
any agreement, covenant, condition or obligation in this Agreement when
performance or satisfaction thereof is due and does not cure the failure within
twenty (20) Business Days after Buyer delivers written notice thereof;
or

       

      (f)           by
Seller, provided it is not then in material breach of any of its obligations
under this Agreement, if Buyer fails to perform or satisfy in any material
respect any agreement, covenant, condition or obligation in this Agreement when
performance thereof is due and does not cure the failure within twenty (20)
Business Days after notice by Seller thereof.

       

      The party
desiring to terminate this Agreement pursuant to this Section 11.1 will
give written notice of such termination to the other party.

       

      Section
11.2         Effect of
Termination.  Each party’s right to termination under Section 11.1 is in
addition to any other rights it may have under this Agreement or otherwise, and
the exercise of a right of termination will not be an election of remedies. If
this Agreement is terminated pursuant to Section 11.1, all
further obligations of the parties under this Agreement will terminate, except
that the obligations in Sections 13.1 and
13.3 will
survive; provided, however, that if this
Agreement is terminated by a party because of the breach of the Agreement by the
other party or because one or more of the conditions to the terminating party’s
obligations under this Agreement is not satisfied as a result of the other
party’s failure to comply with its obligations under this Agreement, the
terminating party’s right to pursue all legal remedies will survive such
termination unimpaired.

       

      
        
          
          

        

        
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      ARTICLE
XII

      INDEMNIFICATION;
REMEDIES

       

      Section
12.1         General Indemnification by
Seller and Parent.  Following the Closing, Seller and Parent
shall, jointly and severally, indemnify and hold harmless Buyer and its
Representatives and Affiliates (including the Company, UMKK and UMNet after
Closing) (collectively, the “Buyer Indemnified
Persons”) for, and shall pay to the Buyer Indemnified Persons the amount
of, any loss, liability, claim, damage, cost, penalty, fine, judgment, expense
(including reasonable attorneys’ fees), whether or not involving a third-party
claim (collectively, “Damages”), arising
from or in connection with: (a) any breach of any representation or warranty
made by Seller in this Agreement, the Contribution Agreement or any ancillary
agreement or certificate delivered by Seller pursuant to this Agreement; (b) any
breach by Seller or Parent of any covenant or obligation of Seller or Parent in
this Agreement; (c) any liability with respect to any Hired Employee for any
period prior to the Closing Date; and (d) any claim for brokerage or finder’s
fees or commissions or similar payments based upon any agreement or
understanding made, or alleged to have been made, by any Person with Seller (or
any Person acting on its behalf) in connection with any of the Contemplated
Transactions. 

       

      Section
12.2          Tax Indemnification by
Seller and Parent.  Other than as specifically set forth in
Section 8.8,
after Closing, Seller and Parent shall, jointly and severally, indemnify the
Buyer Indemnified Persons, and hold them harmless from and against (a) all Taxes
(or the non-payment thereof) of the Company, UMKK, and UMNet for all taxable
periods ending on or before the Closing Date and the portion through the end of
the Closing Date for any taxable period that includes (but does not end on) the
Closing Date (“Pre-Closing Tax
Period”); (b) any and all Taxes of any member of an affiliated,
consolidated, combined, or unitary group of which the Company, UMKK or UMNet is
or was a member on or prior to the Closing Date, including pursuant to IRS
regulation §1.1502-6 or any analogous or similar state, local, or non-U. S. law
or regulation; (c) any Taxes of any Person (other than the Company, UMKK and
UMNet) imposed on the Company, UMKK or UMNet as a transferee or successor, by
Contract or pursuant to any law, rule or regulation, which Taxes relate to an
event or transaction occurring before the Closing; (d) all Taxes related to the
Business prior to the date that the Seller entered into the Contribution
Agreement, (e) except as provided in Section 8.7, any
Taxes that arise as a result of the Contemplated Transactions and (f) reasonable
attorneys fees incurred in connection with the enforcement of the
indemnification obligation set forth in this Section
12.2.

       

      Section
12.3         Indemnification by
Buyer.  Following the Closing, Buyer shall indemnify and hold
harmless Seller and its Representatives and Affiliates (including the Company,
UMKK and UMNet prior to Closing) (collectively, the “Seller Indemnified
Persons”) for, and shall pay to the Seller Indemnified Persons the amount
of any Damages arising from or in connection with (a) any breach of any
representation or warranty made by Buyer in this Agreement, the Contribution
Agreement or in any ancillary agreement or certificate delivered by Buyer
pursuant to this Agreement, (b) any breach by Buyer of any covenant or
obligation of Buyer in this Agreement, or (c) any claim for brokerage or
finder’s fees or commissions or similar payments based upon any agreement or
understanding made, or alleged to have been made, by any Person with Buyer (or
any Person acting on its behalf) in connection with any of the Contemplated
Transactions.

       

      
        
          
          

        

        
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      Section
12.4          Time
Limitations.  Seller and Parent will not be liable (for
indemnification or otherwise) with respect to any representation or warranty, or
covenant or obligation to be performed and complied with prior to the Closing
Date, other than those in Sections 3.1, 3.3, 3.5, 4.1 and 4.2, (the “Fundamental Reps”) or
Sections 3.11
or 3.19 (the
“Designated
Reps”) unless on or before the first anniversary of the Closing Date,
Buyer notifies Seller of a claim.  A claim with respect to the
Fundamental Reps may be made by Buyer at any time within the applicable statute
of limitations plus thirty (30) days and not otherwise.  A claim with
respect to the Designated Reps may be made by Buyer at any time within eighteen
(18) months from the Closing Date and not otherwise.  If the Closing
occurs, Buyer will not be liable (for indemnification or otherwise) with respect
to any representation or warranty, or covenant or obligation to be performed and
complied with prior to the Closing Date, unless on or before the first
anniversary of the Closing Date Seller notifies Buyer of a claim.  All
claims shall specify the factual basis of that claim in reasonable detail to the
extent then known by such party initiating the claim. All covenants to be
performed after the Closing Date in this Agreement shall survive
Closing.

       

      Section
12.5          Limitations on
Amount.

       

      (a)           In
no event shall either party have the right to loss of profits or consequential,
incidental, special or punitive damages of any kind whatsoever.

       

      (b)           Seller
and Parent shall have no liability with respect to claims for indemnification by
the Buyer Indemnified Persons and Buyer shall have no liability with respect to
claims for indemnification by the Seller Indemnified Persons, until (and only to
the extent that) the total of all Damages with respect to such claims exceeds
One Million Seven Hundred Fifty Thousand Dollars ($1,750,000) (the “Basket”), which
amount shall be treated as a deductible for purposes of this Article
XII.

       

      (c)           In
no event shall the Buyer Indemnified Persons or Seller Indemnified Person, as
the case may be, be entitled to recover Damages from the other in excess of an
amount equal to Thirty-Five Million Dollars ($35,000,000) in the aggregate (the
“Cap”).

       

      (d)           The
Buyer Indemnified Persons’ right to indemnification shall be reduced to the
extent that the subject matter of any claim is covered by and already paid
pursuant to any insurance policy, warranty or indemnification from a third party
Person.

       

      (e)           Subject
to Section
13.15, and except with respect to any claim for fraud, the remedies
provided in this Article XII shall be
exclusive and shall preclude other remedies that may be available to Seller,
Buyer, the Seller Indemnified Persons or the Buyer Indemnified
Persons.

       

      
        
          
          

        

        
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      (f)           Notwithstanding
anything in this Section 12.5 to the
contrary, neither the Basket nor the Cap shall apply to Damages arising out of
or related to (i) breaches by Seller of the Fundamental Reps; (ii) matters
covered by Sections
12.1(b); or (d) or Section 12.3(b) and
(c); (iii)
matters covered by Section 12.2; or (iv)
fraud.

       

      Section
12.6          Procedure for
Indemnification – Third Party Claims.

       

      (a)           Promptly
after receipt by a party indemnified under Section 12.1, 12.2 or 12.3 of notice of the
commencement of any Proceeding against it, any indemnified party will, if a
claim is to be made against an indemnifying party under such Section, give
notice to the indemnifying party of the commencement of such claim, but the
failure to notify the indemnifying party will not relieve the indemnifying party
of any liability that it may have to any indemnified party, except to the extent
that the indemnifying party demonstrates that the defense of such action is
prejudiced by the indemnified party’s failure to give such notice.

       

      (b)           If
any Proceeding referred to in Section 12.6(a) is
brought against an indemnified party and it gives notice to the indemnifying
party of the commencement of such Proceeding, the indemnifying party may elect
to assume the defense of such Proceeding with counsel reasonably satisfactory to
the indemnified party (unless the indemnifying party is also a party to such
Proceeding and the indemnified party determines in good faith that joint
representation would be inappropriate) and, after notice from the indemnifying
party to the indemnified party of its election to assume the defense of such
Proceeding, the indemnifying party shall not, as long as it diligently conducts
such defense, be liable to the indemnified party under this Article XII for any
fees of other counsel or any other expenses with respect to the defense of such
Proceeding, in each case subsequently incurred by the indemnified party in
connection with the defense of such Proceeding. If the indemnifying party
assumes the defense of a Proceeding, no compromise or settlement of such claims
may be effected by the indemnifying party without the indemnified party’s
consent (which consent shall not be unreasonably withheld) unless (i) there is
no finding or admission of any violation of Legal Requirements or any violation
of the rights of any Person and no effect on any other claims that may be made
against the indemnified party, and (ii) the sole relief provided is monetary
damages that are paid in full by the indemnifying party. If notice is given to
an indemnifying party of the commencement of any Proceeding and the indemnifying
party does not, within thirty (30) days after the indemnified party’s notice is
given, give notice to the indemnified party of its election to assume the
defense of such Proceeding, the indemnified party may assume control of the
defense of such Proceeding with counsel of its own choosing, at the cost of the
indemnifying party and the indemnifying party will be bound by any determination
made in such Proceeding or any compromise or settlement effected by the
indemnified party.

       

      (c)           Each
party shall make available to the other all records and other materials
reasonably required to contest any claim and shall cooperate fully with the
other in the defense of all such claims.  Information disclosed by one
party to the other shall be kept confidential.

       

      
        
          
          

        

        
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      Section
12.7          Adjustment to Purchase
Price.  The parties agree that any indemnification payment made
pursuant to this Agreement shall be treated as an adjustment to the Purchase
Price for Tax purposes unless a Final Determination with respect to the
indemnitee or any of its Affiliates causes any such payment not to be treated as
an adjustment to the Purchase Price for federal income Tax
purposes.  For purposes of this Agreement, “Final Determination” means
(i) with respect to federal income Taxes, a “determination” as defined in
Section 1313(a) of the Code or execution of an IRS Form 870-AD and, (ii) with
respect to Taxes other than federal income Taxes, any final determination of
liability in respect of a Tax that, under applicable Law, is not subject to
further appeal, review or modification through a Proceeding or otherwise
(including the expiration of a statute of limitations or a period for the filing
of claims for refunds, amended Tax Returns or appeals from adverse
determinations).

       

      Section
12.8         Damages.  For
purposes of determining the amount only of any Damages in connection with this
Article XII,
all representations and warranties made by Seller or Buyer that are qualified by
“material,” “Material Adverse Change” or “Material Adverse Effect” shall be
deemed to be not so qualified.

       

      ARTICLE
XIII

      GENERAL
PROVISIONS

       

      Section
13.1          Expenses.  Except
as otherwise expressly provided in this Agreement, each party will bear its fees
and expenses incurred in connection with the preparation, execution, and
performance of this Agreement and the Contemplated Transactions, including all
fees and expenses of its Representatives.

       

      Section
13.2          Public
Announcements.  The parties shall issue a joint press release
(and individual press releases that have been reviewed by the other party) upon
execution of this Agreement and upon the Closing.  Seller and Buyer
will consult with each other concerning the means by which the Seller’s
employees and customers, suppliers, licensees, agents, clients and others having
dealings with Seller material to the Business will be informed of the
Contemplated Transactions.  Notwithstanding anything to the contrary
in this Agreement, either party may make such disclosure of the Contemplated
Transactions and the terms of this Agreement as is required by law or the rules
of any applicable stock exchange. 

       

      Section
13.3          Notices.  All
notices, consents, waivers, and other communications under this Agreement must
be in writing and will be deemed to have been duly given when (a) delivered by
hand (with written confirmation of receipt), (b) sent by facsimile (with
confirmation of transmission by the transmitting equipment), or (c) when
received by the addressee, if sent by a nationally recognized overnight delivery
service (receipt requested), in each case to the appropriate addresses or
facsimile numbers set forth below (or to such other addresses or numbers as a
party may designate by notice to the other parties):

      
         

        
          
            	 
      	
                    Seller:

                  
	 
      	 
      
	 
      	
                    United
      Feature Syndicate, Inc.

                  
	 
      	
                    200
      Madison Avenue, 4th Floor

                  
	 
      	
                    New
      York, New York  10016

                  
	 
      	
                    Attn:    President

                  
	 
      	
                    Facsimile
      No.:    (212)
      293-8750

                  


          

        

        


        
          
            
            

          

          
            - 49 -

            
              

            

          

          
            
            

          

        

         

        
          
            	 
      	
                    with
      a copy to:

                  
	 
      	 
      
	 
      	
                    The
      E. W. Scripps Company

                  
	 
      	
                    312
      Walnut Street, 28th Floor

                  
	 
      	
                    Cincinnati,
      Ohio  45202

                  
	 
      	
                    Attn:    General
      Counsel

                  
	 
      	
                    Facsimile
      No.:    (513)
      977-3042

                  
	 
      	 
      
	 
      	
                    and

                  
	 
      	 
      
	 
      	
                    Baker
      & Hostetler LLP

                  
	 
      	
                    45
      Rockefeller Plaza, 11th Floor

                  
	 
      	
                    New
      York, NY 10111

                  
	 
      	
                    Attn:    Steven
      H. Goldberg, Esq.

                  
	 
      	
                    Facsimile
      No.:    (212)
      589-4201

                  
	 
      	 
      
	 
      	
                    Buyer:

                  
	 
      	 
      
	 
      	
                    Iconix
      Brand Group, Inc.

                  
	 
      	
                    1450
      Broadway,

                  
	 
      	
                    New
      York, NY  10018

                  
	 
      	
                    Attn:  Andrew
      Tarshis, General Counsel

                  
	 
      	
                    Facsimile
      No.:    (212)
      391-0127

                  
	 
      	 
      
	 
      	
                    with
      a copy to:

                  
	 
      	 
      
	 
      	
                    Blank
      Rome, LLP

                  
	 
      	
                    405
      Lexington Avenue

                  
	 
      	
                    New
      York, NY  10174

                  
	 
      	
                    Attn:  Robert
      J. Mittman

                  
	 
      	
                    Facsimile
      No.: 212-885-5001

                  


          

        

      

       

      Section
13.4          Jurisdiction; Service Of
Process.  Any Proceeding seeking to enforce any provision of,
or based on any right arising out of, this Agreement may be brought against
either of the parties in the courts of the State of New York, County of New
York, or in the United States District Court for the Southern District of New
York and each party consents to the jurisdiction of such courts (and of the
appropriate appellate courts) in any such Proceeding and waives any objection to
venue laid therein. Process in any Proceeding referred to in the preceding
sentence may be served on any party anywhere in the world.  Each party
hereby waives, and agrees not to assert as, any defense in any Proceeding in
which any such claim is made that it is not subject thereto or that such
Proceeding may not be brought or is not maintainable in such courts or that the
venue thereof may not be appropriate or that this Agreement or any of the other
Transaction Documents may not be enforced in or by such courts. 

       

      Section
13.5          Further
Assurances.  Each party agrees (a) to furnish to the other
party such further information, (b) to execute and deliver to the other party
such other documents, and (c) to do such other acts and things, all as the other
party reasonably requests for the purpose of carrying out the intent of this
Agreement and the Contemplated Transactions.  The parties shall
cooperate with each other in connection with any litigation relating to the
Business, including providing reasonable access to books and records and
employees (current or former); provided that in no event shall either party be
required to make any expenditure of money in connection therewith.

       

      
        
          
          

        

        
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      Section
13.6          Waiver.  The
parties’ rights and remedies are cumulative and not alternative. A party’s
failure or delay in exercising any right, power, or privilege under this
Agreement or the documents referred to in this Agreement will not operate as a
waiver of such right, power, or privilege, and no single or partial exercise of
any such right, power, or privilege will preclude any other or further exercise
of such right, power, or privilege or the exercise of any other right, power, or
privilege. To the maximum extent permitted by applicable law, (a) no claim or
right arising out of this Agreement or the documents referred to in this
Agreement can be discharged by one party, in whole or in part, by a waiver or
renunciation of the claim or right unless in writing signed by the other party;
(b) no waiver given by a party will be applicable except in the specific
instance for which it is given; and (c) no notice to or demand on one party will
be deemed to be a waiver of any obligation of such party or of the right of the
party giving such notice or demand to take further action without notice or
demand as provided in this Agreement or the documents referred to in this
Agreement.

       

      Section
13.7          Entire Agreement and
Modification.  This Agreement, together with the Non-Disclosure
Agreement, supersedes all prior agreements between the parties with respect to
its subject matter and constitutes (along with the documents referred to in this
Agreement) a complete and exclusive statement of the terms of the agreement
between the parties with respect to its subject matter. This Agreement may not
be amended except by a written agreement executed by the parties.

       

      Section
13.8          Schedules.

       

      (a)           The
information in the Schedules constitutes (i) exceptions to particular
representations, warranties, covenants and obligations of Seller as set forth in
this Agreement or (ii) descriptions or lists of assets and liabilities and other
items referred to in this Agreement.

       

      (b)           Any
disclosure under one Schedule shall be deemed disclosure under all Schedules and
this Agreement to the extent that the reference of such disclosure is reasonably
apparent on its face to such other Schedule.  It is understood that
any reference to a subpart of a Schedule is a reference to the entire
Schedule.  Disclosure of any matter in the Schedules shall not
constitute an expression of a view that such matter is material or is required
to be disclosed pursuant to this Agreement.

       

      Section
13.9          Assignments and
Successors.  Neither party may assign any of its rights or
obligations under this Agreement without the prior written consent of the other
party hereto, except that (a) Seller may assign its rights under this Agreement
to the Lender Banks pursuant to the Credit Agreement and the Security Agreement
and (b) Buyer may assign any of its rights but not any of its obligations
hereunder to any Affiliate (including any joint venture between the members of
the Schulz family or any of its Affiliates, on the one hand, and Buyer, on the
other hand, assuming such joint venture is an Affiliate of
Buyer).  This Agreement will apply to, be binding in all respects
upon, and inure to the benefit of the successors and assigns of the
parties.

       

      
        
          
          

        

        
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      Section
13.10       Severability.  If
any provision of this Agreement is held invalid or unenforceable by any court of
competent jurisdiction, the other provisions of this Agreement will remain in
full force and effect. Any provision of this Agreement held invalid or
unenforceable only in part or degree will remain in full force and effect to the
extent not held invalid or unenforceable.

       

      Section
13.11        Section Headings,
Construction.  The headings of Articles and Sections in this
Agreement are provided for convenience only and will not affect its construction
or interpretation. All references to “Articles” or “Sections” refer to the
corresponding Articles or Sections of this Agreement.

       

      Section
13.12       Governing Law; Waiver of
Jury Trial.  This Agreement will be governed by and construed
under the laws of the State of New York without regard to conflict of laws
principles that would require the application of any other law and each of the
parties hereto irrevocably consents to the exclusive jurisdiction and venue of
the federal and state courts located in New York, NY.  Each party
hereby waives to the fullest extent permitted by applicable law, any right it
may have to a trial by jury in respect to any litigation directly or indirectly
arising out of, under or in connection with this Agreement or any Contemplated
Transaction.  Each party (a) certifies that no representative, agent
or attorney of any other party has represented, expressly or otherwise, that
such other party would not, in the event of litigation, seek to enforce the
foregoing waiver and (b) acknowledges that it and the other parties hereto have
been induced to enter into this Agreement by, among other things, the mutual
waivers and certifications in this Section
13.12.

       

      Section
13.13        Counterparts.  This
Agreement may be executed in two or more counterparts, each of which will be
deemed to be an original copy of this Agreement and all of which, when taken
together, will be deemed to constitute one and the same agreement.

       

      Section
13.14       No Third Party
Beneficiaries.  This Agreement is not intended to confer upon
any Person other than the parties hereto and their respective successors and
permitted assigns any rights or remedies hereunder, except as otherwise set
forth in Article
XII.

       

      Section
13.15        Specific
Performance.  If either party defaults in the performance of
its obligations under this Agreement (other than pursuant to Article XII), and the
other party shall not be in material default, such party shall be entitled to
apply for and obtain specific performance, which shall be in addition to any and
all other rights and remedies available to Buyer herein.  The parties
acknowledge that in the event of such default, monetary damages alone would not
be an adequate compensation, and agree that if any action is brought seeking
specific performance, each party shall waive the defense that there is an
adequate remedy at law.

       

      [Signature
Page Follows]


      
        
           


        

        
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      IN
WITNESS WHEREOF, a duly authorized representative of each of the parties hereto
has executed and delivered this Agreement as of the date first written
above.

       

      
        
          
            	 
      	
                    BUYER:

                  
	 
      	 
      
	 
      	
                    ICONIX
      BRAND GROUP., INC.

                  
	 
      	 
      
	 
      	
                    By:

                  	
                    /s/Andrew R. Tarshis

                  
	 
      	
                    Name:
      Andrew R. Tarshis

                  
	 
      	
                    Title:
      EVP

                  
	 
      	 
      	 
      
	 
      	
                    SELLER:

                  
	 
      	 
      
	 
      	
                    UNITED
      FEATURE SYNDICATE, INC.

                  
	 
      	 
      
	 
      	
                    By:

                  	
                    /s/ William Appleton

                  
	 
      	
                    William
      Appleton, Vice President

                  
	 
      	 
      	 
      
	 
      	
                    PARENT:

                  
	 
      	 
      
	 
      	
                    THE
      E.W. SCRIPPS COMPANY

                  
	 
      	 
      
	 
      	
                    By:

                  	
                    /s/ William Appleton

                  
	 
      	
                    Senior
      Vice President & General
Counsel

                  


          

        

      

      


      
        
          
          

        

        
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