SECOND AMENDMENT TO AMENDED AND RESTATED
DISTRIBUTION AGREEMENT


 


THIS SECOND AMENDMENT TO AMENDED AND
RESTATED DISTRIBUTION AGREEMENT (the “Amendment”) is made as of this 27th day of June, 2014, by and between KAPPA
PUBLISHING GROUP, INC., a Delaware corporation, whose place of business is at 6198 Butler Pike, Blue Bell, Pennsylvania 19422
(hereafter referred to as “Publisher”) and KABLE DISTRIBUTION SERVICES, INC., a Delaware corporation, whose
place of business is at Suite 4C, 14 Wall Street, New York, NY 10005 (hereafter referred to as ‘Distributor”).


 


W I T N E S S E T H:


 


WHEREAS, the Publisher and the Distributor
are parties to that certain Amended and Restated Distribution Agreement dated as of July 1, 2008 and that certain First Amendment
to Amended and Restated Distribution Agreement dated as of February 14, 2011 (as amended the “Distribution Agreement”)
with respect to the Distributor providing for the distribution by Distributor of Publisher’s titles;


 


WHEREAS, the Distribution Agreement
provides in Subparagraph 3(a) and Subparagraph 3(d) that the term of the Distribution Agreement ends on June 30, 2014; and


 


WHEREAS, the
Publisher and Distributor wish to amend Subparagraphs 3(a) and 3(d) of the Distribution Agreement to reflect the changes required
by the parties.


 


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


 


1. Definitions.
All capitalized words used in this Amendment and not defined herein shall have the respective meanings given to them in the
Distribution Agreement.


 


2. Amendment
to Subparagraph 3(a). Effective upon execution of this Amendment by the parties Subparagraph 3(a) of the Distribution Agreement
is hereby amended and restated in its entirety to read as follows:


 


 “(a) Except as otherwise
provided in subparagraphs (b) or (f) of this Paragraph 3, this Agreement shall commence on the Effective Date and shall
continue thereafter for a period of one month, which shall automatically renew for additional successive one month terms,
unless after June 30, 2014 (i) PUBLISHER provides DISTRIBUTOR written notice of non-renewal at least sixty (60) days prior to
the end of the term determined by PUBLISHER or (ii) DISTRIBUTOR provides PUBLISHER written notice of non-renewal at least
nine (9) months prior to the end of the term determined by DISTRIBUTOR. The rights and obligations of the parties under this
Agreement shall include and be deemed to include all issues of all Publication(s), the respective On-Sale Date(s) of which
occur prior to the termination hereof (“Covered Issues”). Any and all of the respective rights and obligations of
the PUBLISHER and DISTRIBUTOR under this Agreement shall survive its termination for the purposes of distributing Covered
Issues, and of handling and crediting Returns and making payments, adjustments and credits with respect to Covered Issues.
Termination of this Agreement shall not affect any right of either party to receive any money owed by the other hereunder,
the amount of which shall be calculated in the manner which would have otherwise been required hereby, absent such
termination.”


 






    	 



    	 



    

 


3. Amendment
to Subparagraph 3(d). Effective upon execution of this Amendment by the parties Subparagraph 3(d) of the Distribution
Agreement is hereby amended and restated in its entirety to read as follows:


 


“(d) INTENTIONALLY OMITTED”


 


4. Limited
Amendment. Except as and to the limited extent modified in this Amendment, the Distribution Agreement shall be and remain
in full force and effect in accordance with its terms.


 





	 	Kappa
    Publishing Group, Inc. 
	 	 	 
	 	By: 	 /s/
    Despina McNulty 
	 	 	Name: Despina
    McNulty
	 	 	 Title:
    President 
	 	 	 
	 	Kable
    Distribution Services, Inc.
	 	 	 
	 	By:	 /s/
    Bruce Obendorf 
	 	 	Name: Bruce
    Obendorf
	 	 	 Title: Executive Vice President,
    Finance


 






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