AMENDMENT TO NAME AND LIKENESS LICENSING
AGREEMENT


 


THIS AMENDMENT TO NAME AND LIKENESS LICENSING
AGREEMENT (the “Amendment”) is made as of April 1, 2014 by and between Carley Roney (“Licensor”)
and XO Group Inc., a Delaware corporation (the “Company”).


 


WHEREAS, Licensor and the Company
have previously entered into that certain Name and Likeness Licensing Agreement, dated as of November 5, 2008 (the “Agreement”),
as amended, and desire to change certain obligations under the Agreement as set forth herein.


 


NOW, THEREFORE, in consideration
of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:


 


1.           Definition
of “Products”. The definition of Products in the Agreement is modified such that the phrase “the Company,
its divisions and subsidiaries” is changed to “the Company, its divisions, subsidiaries and affiliates”.


 


2.           New
Section 2A. A new section is added to the Agreement as follows:


 


“2A.   Services.
In connection with the license granted under Section 2.1, Licensor acknowledges and agrees that her duties and responsibilities
as an employee of the Company shall include serving as an executive producer (or in comparable positions) and/or on-air talent
in connection with the development and production of television, motion picture and other video projects by the Company or its
affiliates, or third parties under agreement with the Company or its affiliates.”


 


3.           Termination
Provisions. A new sentence is added to Section 5.2 of the Agreement at the end thereof as follows:


 


“Licensor and the Company acknowledge and agree
that Licensor’s services pursuant to Section 2A of this Agreement (and specifically her role as Executive Producer on feature
film projects) shall continue even if Licensor is not employed by the Company for any reason, together with any related license
that survives the termination of this Agreement in accordance with this Section 5.2. In addition, the parties agree that solely
for the purposes of any contract or agreement related to such post-termination license and services that requires Licensor to be
employed by or under contract to the Company or any of its divisions, subsidiaries or affiliates (each, a “Borrowing Agreement”),
that this Agreement and such surviving service obligation and license shall evidence such an employment relationship or such a
contractual relationship (as applicable). The parties agree to: (i) undertake all necessary actions to demonstrate compliance with
each such Borrowing Agreement, and (ii) negotiate in good faith for the compensation and other terms applicable to such continuation
of services, which shall be no less favorable than is customary for comparable Executive Producer roles (and with respect to any
production period under a Borrowing Agreement in which Licensor is expected or obligated to devote a substantial amount of time,
e.g. commencing eight weeks before principal photography begins on a feature film running through delivery of the completed picture,
such compensation and other terms shall be in no way less favorable than would have applied to Licensor if she were employed for
this period of time by the Company). Such compensation will be separate and apart from any other payments Licensor receives from
the Company during such continuation of services under a Borrowing Agreement.”


 






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4.           Notices.
The notice information for the Company is changed as follows:


 


XO Group Inc.


Attention: General Counsel


195 Broadway, 25th Floor


New York, NY 10007


Fax: (877) 329-8060


 


5.           Miscellaneous.


 


5.1           No
Other Amendments. Except as expressly set forth herein, all terms and conditions of the Agreement (including the schedules
thereto) shall remain in full force and effect. In the event of any inconsistency between the terms of this Amendment and the terms
of the Agreement, the terms of this Amendment shall govern.


 


5.2           Governing
Law. This Amendment shall be governed by, and construed and enforced in accordance with, the laws of the State of New York,
without regard to principles of conflicts of law.


 


5.3           Titles
and Subtitles. The titles, subtitles and defined terms used in this Amendment are used for convenience only and are not to
be considered in construing or interpreting this Amendment.


 


5.4           Definitions.
Capitalized terms used herein and not defined upon first usage shall have the meanings assigned such terms in the Agreement.


 


5.5           Counterparts.
This Amendment may be executed in any number of counterparts (including by facsimile), each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument.


 


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IN WITNESS WHEREOF, the parties hereto
have caused this Amendment to be executed as of the date first written above.            


 


	 	XO GROUP INC.	 
	 	
         

         
	 
	 	By:	/s/ IRA CARLIN	 
	 	 	Name:	Ira Carlin	 
	 	
         

         

         
	
        Title:

         

         
	
        Chairman, Compensation

        Committee of the Board of

        Directors
	 


 


 


	 	CARLEY RONEY	 
	 	 	 
	 	 	 
	 	/s/ CARLEY RONEY	 
	 	
        (Signature)

         

        Date:          April 7, 2014          
	 
	 	 	 


 




 


 






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