Exhibit 10.3


 


CONTRIBUTION AGREEMENT


 


By and Between


 


PRIMEDIA, INC.,


 


INTELLICHOICE, INC.,


 


PRIMEDIA SPECIALTY GROUP INC.,


 


MCMULLEN ARGUS PUBLISHING INC.


 


 


and


 


AUTOMOTIVE.COM, INC.


 


Dated as of November 15, 2005


 





















 


TABLE OF CONTENTS


 


	
  ARTICLE I. DEFINITIONS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.1

  	
  Definitions

  	
   

  
	
   

  	
  1.2

  	
  Index of Other Defined Terms

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE II. CONTRIBUTION
  OF ASSETS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.1

  	
  Agreement to Contribute and Accept

  	
   

  
	
   

  	
  2.2

  	
  Assumption of Liabilities

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III. THE CLOSING

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3.1

  	
  Closing and the Closing Date

  	
   

  
	
   

  	
  3.2

  	
  Transferor Deliverables

  	
   

  
	
   

  	
  3.3

  	
  Company Deliverables

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IV.
  REPRESENTATIONS AND WARRANTIES OF TRANSFEROR

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.1

  	
  Organization and Authority of Transferor

  	
   

  
	
   

  	
  4.2

  	
  Authorization of Agreement

  	
   

  
	
   

  	
  4.3

  	
  No Conflicts

  	
   

  
	
   

  	
  4.4

  	
  No Consents

  	
   

  
	
   

  	
  4.5

  	
  Compliance with Laws

  	
   

  
	
   

  	
  4.6

  	
  Litigation

  	
   

  
	
   

  	
  4.7

  	
  No Brokers

  	
   

  
	
   

  	
  4.8

  	
  Title to Assets

  	
   

  
	
   

  	
  4.9

  	
  Intellectual Property

  	
   

  
	
   

  	
  4.10

  	
  Contracts and Commitments

  	
   

  
	
   

  	
  4.11

  	
  Permits

  	
   

  
	
   

  	
  4.12

  	
  Insurance

  	
   

  
	
   

  	
  4.13

  	
  Sufficiency of Assets

  	
   

  
	
   

  	
  4.14

  	
  Condition of Personal Property

  	
   

  
	
   

  	
  4.15

  	
  Investment Purpose

  	
   

  
	
   

  	
  4.16

  	
  Transferor’s Examination

  	
   

  
	
   

  	
  4.17

  	
  Transactions with Affiliates

  	
   

  
	
   

  	
  4.18

  	
  Financial Statements

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE V.
  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  5.1

  	
  Organization of the Company

  	
   

  
	
   

  	
  5.2

  	
  Authorization of Agreement

  	
   

  
	
   

  	
  5.3

  	
  No Conflicts

  	
   

  
	
   

  	
  5.4

  	
  No Consents

  	
   

  
	
   

  	
  5.5

  	
  Shares Duly Authorized

  	
   

  



 


i





















 


	
  ARTICLE VI. FURTHER
  AGREEMENTS OF THE PARTIES

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6.1

  	
  Expenses

  	
   

  
	
   

  	
  6.2

  	
  Further Assurances

  	
   

  
	
   

  	
  6.3

  	
  Correspondence

  	
   

  
	
   

  	
  6.4

  	
  No Disclosure; Press Releases

  	
   

  
	
   

  	
  6.5

  	
  Transfer Taxes

  	
   

  
	
   

  	
  6.6

  	
  Transferred Employees

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VII. INDEMNIFICATION

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  7.1

  	
  Survival

  	
   

  
	
   

  	
  7.2

  	
  Indemnification by Transferor

  	
   

  
	
   

  	
  7.3

  	
  Indemnification by the Company

  	
   

  
	
   

  	
  7.4

  	
  Notice to the Indemnitor

  	
   

  
	
   

  	
  7.5

  	
  Right of Parties to Settle or Defend

  	
   

  
	
   

  	
  7.6

  	
  Settlement Proposals

  	
   

  
	
   

  	
  7.7

  	
  Exclusive Remedy; No Special Damages

  	
   

  
	
   

  	
  7.8

  	
  Reimbursement

  	
   

  
	
   

  	
  7.9

  	
  Certain Adjustments

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VIII. MISCELLANEOUS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  8.1

  	
  Entire Agreement

  	
   

  
	
   

  	
  8.2

  	
  Governing Law; Jurisdiction

  	
   

  
	
   

  	
  8.3

  	
  Amendment; Waiver

  	
   

  
	
   

  	
  8.4

  	
  Notices

  	
   

  
	
   

  	
  8.5

  	
  Separability

  	
   

  
	
   

  	
  8.6

  	
  Assignment and Binding Effect

  	
   

  
	
   

  	
  8.7

  	
  No Benefit to Others

  	
   

  
	
   

  	
  8.8

  	
  Counterparts

  	
   

  
	
   

  	
  8.9

  	
  Interpretation

  	
   

  
	
   

  	
  8.10

  	
  Disclosure

  	
   

  
	
   

  	
  8.11

  	
  No Presumption

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULES

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Schedule A

  	
  Contributed Assets

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Schedule B

  	
  Excluded Assets

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Schedule C

  	
  Transferred Employees

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Transferor
  Disclosure Schedules

  	
   

  
					



 


ii





















 


CONTRIBUTION AGREEMENT


 


This
CONTRIBUTION AGREEMENT (this “Agreement”)
is dated as of November 15, 2005, by and between PRIMEDIA, INC., a
Delaware corporation (“Primedia”), INTELLICHOICE, INC., a California
corporation (“IntelliChoice”), PRIMEDIA SPECIALTY GROUP INC., a Delaware
corporation (“Primedia Specialty”), MCMULLEN ARGUS PUBLISHING INC., a
Delaware corporation (“McMullen,” and together with Primedia,
IntelliChoice and Primedia Specialty, “Transferor”), and AUTOMOTIVE.COM,
INC., a Delaware corporation (the “Company”).


 


R E C I T A L S


 


WHEREAS, Transferor, the Company and the Stockholders (as defined therein)
have entered into that certain Stock Purchase Agreement, dated of even date
herewith (the “Stock Purchase Agreement”), pursuant to which the
Stockholders of the Company are selling to Transferor for cash 10,493,930
shares of common stock, par value $0.01 per share, of the Company (the “Common
Stock”);


 


WHEREAS, immediately after the closing of the transactions contemplated in the
Stock Purchase Agreement, Transferor desires to contribute to the Company, and
the Company desires to receive from the Transferor, the Contributed Assets
(defined below) in exchange for the Company’s issuance to Transferor of
4,761,311 shares of newly issued Common Stock;


 


WHEREAS, immediately after the closing of the transactions contemplated in the
Stock Purchase Agreement and this Agreement, Transferor shall own 80.1% of the
outstanding capital stock of the Company;


 


WHEREAS, in connection with the transactions contemplated by the Stock
Purchase Agreement, Transferor and the Company also are entering into that
certain License Agreement (as defined herein) pursuant to which Transferor has
agreed to license to the Company certain rights to use trademarks and editorial
content of Transferor; and


 


WHEREAS, the parties desire to effect such contribution and share issuance and
other related transactions pursuant to the terms and conditions set forth
herein.


 


A G R E E M E N T


 


NOW, THEREFORE, in consideration of the premises, and the
mutual representations, warranties, covenants and agreements hereinafter set
forth, and for other good and valuable consideration, the receipt and adequacy
of which is hereby acknowledged, the parties hereto intending to be legally
bound by the terms hereof applicable to each of them, hereby agree as follows:


 


1





















 


ARTICLE I.




DEFINITIONS


 


1.1           Definitions.  In addition to the terms
defined elsewhere in this Agreement, the following capitalized terms shall have
the following meanings when used herein:


 


“Affiliate” with respect to any Person, shall mean any other Person directly or
indirectly controlling, controlled by or under common control with, such
Person.  For purposes of this Agreement, “control” (including with correlative
meanings, the terms “controlling,”
“controlled by” or “under common control with”) as used with
respect to any Person, shall mean the possession, directly or indirectly, of
the power to direct or cause the direction of the management and policies of
such Person, whether through the ownership of voting securities or by contract
or otherwise. Notwithstanding the foregoing, neither the Company nor Kohlberg
Kravis Roberts & Co. shall be deemed to be an Affiliate of Transferor
for purposes of this Agreement.


 


“Contract” means any agreement, contract, note, loan, evidence of indebtedness,
purchase order, letter of credit, indenture, security or pledge agreement,
undertaking, covenant not to compete, employment agreement, severance
agreement, license, lease, instrument, obligation or commitment, whether oral
or written.


 


“Contributed Assets”  shall
mean all of the right, title and interest in and to all of the business,
properties, assets, goodwill and rights of Transferor or any Affiliate of
Transferor, whatever kind and nature, real, personal or mixed, tangible or
intangible, wherever located, constituting the Contributed Business, other than
the Excluded Assets, including without limitation each of the following:


 


(a)           all items identified on Schedule A
attached hereto;


 


(b)           all rights and obligations under the
Contributed Contracts;


 


(c)           all Contributed Intellectual Property;


 


(d)           all the business, properties, assets,
goodwill and rights of IntelliChoice;


 


(e)           all insurance benefits, including all
rights, claims and proceeds, actions and causes of action under any insurance
policy or settlement with insurers, that provide coverage with the respect to
the Contributed Assets;


 


(f)            all rights to causes of action, lawsuits,
judgments, claims and demands of any nature, known or unknown, contingent or
non-contingent, with respect to the ownership, use or function of any of the
Contributed Assets, whether arising by way of counterclaim or otherwise;


 


(g)           all available supplies, art work, display
units, telephone and fax numbers and purchasing records solely related to the
Contributed Assets, other than the Licensed 


 


2





















 


Properties
and all sales literature, promotional literature, customer, supplier and
distribution lists primarily related to the Contributed Assets, other than the
Licensed Properties; and


 


(h)           all rights under or pursuant to all warranties,
representations and guarantees made by third parties primarily in connection
with the Contributed Assets or services furnished to Transferor primarily
affecting the Contributed Assets, to the extent such warranties,
representations and guarantees are assignable.


 


“Contributed Business” means the automotive on-line operations of
Transferor, which includes all operations of IntelliChoice and each of the
operations of the Transferor-owned websites identified on Schedule 4.9(a) attached
hereto.


 


“Contributed Contracts” means any Contract
solely related to the ownership and operation of the Contributed Business in
substantially the same manner as currently owned and operated.


 


“Excluded Assets” shall mean all of the right, title and
interest in and to all of the assets of Transferor set forth on Schedule B
attached hereto, all of which shall not be deemed at any time to be Contributed
Assets.


 


“IntelliChoice” refers to
IntelliChoice, Inc., a California corporation and wholly-owned subsidiary
of Transferor.


 


“Liability” means, with respect to any Person, any liability, indebtedness,
expense, guaranty, endorsement or obligation of or by such Person of any kind,
character or description, whether known or unknown, absolute or contingent,
accrued or unaccrued, liquidated or unliquidated, secured or unsecured, joint
or several, due or to become due, vested or unvested, executory, determined,
determinable or otherwise and whether or not the same is required to be accrued
on the financial statements of such Person.


 


“License Agreement” means that certain License Agreement, dated
of even date herewith, by and among the Company, Transferor and certain
Affiliates of Transferor, as the same may be modified and amended from time to
time.


 


“Lien” includes any lien, claim, charge, encumbrance, mortgage, pledge or
security interest of any kind.


 


“Permits” means all approvals, authorizations, certificates, consents, licenses,
orders, franchises, qualifications, registrations and permits or other similar
authorizations of a Governmental Authority (and any other Person) required
under Applicable Law necessary for the operation of the Contributed Assets.


 


“Person” means any individual, corporation, limited or general partnership,
limited liability company, limited liability partnership, trust, association,
joint venture, Governmental Authority and other entity and group (which term
shall include a “group” as such term is defined in
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended).


 


3





















 


“PP&E” shall mean property, plant, equipment and other tangible personal
property, including all machinery, furniture, furnishings, vehicles, equipment,
tools, office equipment, computer hardware, supplies, materials, parts and other
items of tangible personal property, other than any of the foregoing that are
included in the Excluded Assets.


 


“Shared Services Agreement” means that certain Shared Services
Agreement, dated of even date herewith, by and among the Company and Primedia, as
the same may be modified and amended from time to time.


 


“Stockholders Agreement”  means
that certain Stockholders Agreement of Automotive.com, dated of even date
herewith, by and among the Company, Transferor and the stockholders and
optionholders of the Company identified therein, as the same may be modified
and amended from time to time.


 


“Transferred Employees” shall mean those employees listed on Schedule C
attached hereto, all of whom shall be treated in accordance with
Section 6.6.


 


“Transfer Taxes” means all federal, state, local or foreign
sales, use, transfer, real property transfer, mortgage recording, stamp duty,
capital, value-added or similar taxes that may be imposed in connection with
the direct or indirect transfer to the Company of the Contributed Assets or
assumption of the Assumed Liabilities by the Company, together with any
interest, additions to tax or penalties with respect thereto and any interest
in respect of such additions to tax and penalties.


 


1.2           Index of Other Defined Terms.  In
addition to those terms defined above, the following terms shall have the
respective meanings given thereto in the sections indicated below: 


 


	
  Defined
  Term

  	
   

  	
  Section

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  “Additional Agreements”

  	
   

  	
  5.1

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  “Agreement”

  	
   

  	
  Preamble

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  “Assumed Liabilities”

  	
   

  	
  2.2

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  “Cap”

  	
   

  	
  7.2(c)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  “Claims”

  	
   

  	
  7.2(a)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  “Closing”

  	
   

  	
  3.1

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  “Closing Date”

  	
   

  	
  3.1

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  “Common Stock”

  	
   

  	
  Recitals

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  “Company”

  	
   

  	
  Preamble

  	
   

  



 


4





















 


	
  Defined
  Term

  	
   

  	
  Section

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  “Company Additional Agreements”

  	
   

  	
  5.1

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  “Company Indemnified Party”

  	
   

  	
  7.2(a)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  “Contributed Contracts”

  	
   

  	
  4.10(a)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  “Contributed Intellectual Property”

  	
   

  	
  4.9(a)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  “Governmental Authority”

  	
   

  	
  4.3

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  “Indemnitee”

  	
   

  	
  7.4

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  “Indemnitor”

  	
   

  	
  7.4

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  “Laws”

  	
   

  	
  4.3

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  “Material Adverse Effect”

  	
   

  	
  4.3

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  “Proposed Settlement”

  	
   

  	
  7.6

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  “Shares”

  	
   

  	
  2.1

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  “Stock Purchase Agreement”

  	
   

  	
  Recitals

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  “Transaction Expenses”

  	
   

  	
  6.1

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  “Transferor”

  	
   

  	
  Preamble

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  “Transferor Additional Agreements”

  	
   

  	
  4.1

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  “Transferor Disclosure Schedule”

  	
   

  	
  Article IV

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  “Transferor Indemnified Party”

  	
   

  	
  7.3(a)

  	
   

  



 


ARTICLE II.




CONTRIBUTION
OF ASSETS


 


2.1           Agreement to Contribute and Accept.  Upon
the terms and subject to the conditions of this Agreement and in reliance upon
the representations, warranties and agreements herein set forth, Transferor
hereby conveys, transfers, assigns and delivers to the Company, and the Company
hereby accepts from Transferor, all of Transferor’s right, title and interest
in and to the Contributed Assets, free and clear of all Liens, in exchange for
(i) the Company’s issuance to Transferor of 4,761,311 newly issued shares
of Common Stock (such shares the “Shares”) and (ii) the assumption
by the Company of the Assumed Liabilities as set forth in Section 2.2.


 


5





















 


2.2           Assumption of Liabilities. 
Subject to the terms and conditions of this Agreement and in reliance
upon the representations, warranties and agreements herein set forth, the Company,
effective as of the Closing, will assume any and all Liabilities (executory or
otherwise) of Transferor that accrue or relate to the period after the Closing
under any Contributed Contract (the “Assumed Liabilities”).  In the event that payment is received by
Transferor as payment for the performance of services, which performance of
services is an Assumed Liability hereunder, Transferor shall, or shall cause
its respective Affiliates to, pay over to the Company the amounts so received
in respect of such Assumed Liability.


 


EXCEPT
FOR THE ASSUMED LIABILITIES WHICH ARE HEREBY EXPRESSLY ASSUMED, THE COMPANY
DOES NOT ASSUME ANY LIABILITIES, DEBTS, OBLIGATIONS OR DUTIES OF TRANSFEROR OR
ANY AFFILIATE OF TRANSFEROR (OTHER THAN THE COMPANY) OF ANY KIND OR NATURE
WHATSOEVER.


 


ARTICLE III.




THE
CLOSING


 


3.1           Closing and the Closing Date.  The
closing (the “Closing”) of the transactions contemplated hereby shall
occur on the date hereof (the “Closing Date”) at the offices of
Latham & Watkins LLP located at 650 Town Center Drive, 20th
Floor, Costa Mesa, California  92626, and
shall be effective immediately after the effective time of the transactions
contemplated in the Stock Purchase Agreement, unless another date, time or
place is agreed to in writing by the parties hereto.


 


3.2           Transferor Deliverables. 
Concurrent with the execution hereof, Transferor shall deliver to the
Company the following:


 


(a)           duly executed assignment documents
(including transfer documents for the Contributed Intellectual Property) necessary
to transfer and convey ownership of the Contributed Assets to the Company;


 


(b)           such other instruments of sale, transfer,
conveyance and assignment as the Company and its counsel may request; and


 


(c)           (i) a copy of resolutions adopted by
the Board of Directors of Transferor authorizing the execution, delivery and
performance of this Agreement and the Transferor’s Additional Agreements as
applicable, and (ii) a certificate of a duly authorized officer of
Transferor, dated the Closing Date, stating that such resolutions were duly
adopted and are in full force and effect at such date, and setting forth the
incumbency of each person executing this Agreement, or any document required by
this Section 3.2 on behalf of Transferor.


 


3.3           Company Deliverables.  Concurrent
with the execution hereof, the Company shall deliver to Transferor:


 


(a)           a certificate representing the Shares;
and


 


6





















 


(b)           (i) a copy of resolutions adopted by
the Board of Directors of the Company authorizing the execution, delivery and
performance of this Agreement and the Company’s Additional Agreements as
applicable, and (ii) a certificate of a duly authorized officer of the
Company, dated the Closing Date, stating that such resolutions were duly
adopted and are in full force and effect at such date, and setting forth the
incumbency of each person executing this Agreement, or any document required by
this Section 3.3 on behalf of the Company.


 


ARTICLE IV.




REPRESENTATIONS
AND WARRANTIES OF TRANSFEROR


 


Transferor
has delivered to the Company a disclosure schedule with numbered sections
corresponding to the relevant sections in this Agreement (the “Transferor
Disclosure Schedule”), a copy of which is attached hereto.  Transferor represents and warrants to the
Company as follows:


 


4.1           Organization and Authority of Transferor. 
Transferor is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware, and has the full corporate
power and authority to enter into this Agreement and the other agreements and
instruments referred to in this Agreement that Transferor is executing and
delivering (the “Transferor’s Additional Agreements”) and to carry out
the transactions contemplated hereby and thereby.


 


4.2           Authorization of Agreement.  The
execution, delivery and performance by Transferor of this Agreement and
Transferor’s Additional Agreements and the consummation by Transferor of the
transactions contemplated hereby and thereby, have been duly authorized by all necessary
corporate action of Transferor.  This
Agreement and Transferor’s Additional Agreements have been duly executed and
delivered by Transferor and constitute legal, valid and binding obligations of
Transferor, enforceable in accordance with their respective terms, except as
the enforceability thereof may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws relating to or affecting the rights
of creditors generally and by general equitable principles (regardless of
whether such enforceability is considered in a proceeding in equity or at law)
and by an implied covenant of good faith and fair dealing.


 


4.3           No Conflicts. 
Neither the execution, delivery or performance of this Agreement or any
of Transferor’s Additional Agreements, nor the consummation by Transferor of
the transactions contemplated hereby or thereby, nor compliance by Transferor
with the terms and provisions hereof or thereof, will, directly or indirectly
(with or without notice or lapse of time or both), (i) conflict with the
Certificate of Incorporation or By-Laws of Transferor, as amended to date,
(ii) conflict with, or result in the breach or termination of, or
constitute a default under (or with notice or lapse of time or both, result in
the breach or termination of or constitute a default under) or result in the
termination or suspension of, or accelerate the performance required by the
terms, conditions or provisions of, any note, bond, mortgage, indenture,
license, lease, agreement, commitment or other instrument to which Transferor
is a party or by which Transferor is bound, (iii) constitute a violation
by any Transferor of any law, statute, rule, regulation, ordinance, order,
ruling, writ, judgment, injunction or decree (collectively, “Laws”)


 


7





















 


of any foreign or domestic federal, state or
local legislative, judicial, executive or other governmental authority (“Governmental
Authority”) applicable to Transferor or the Contributed Assets or
(iv) result in the creation of any Lien upon any of the Contributed
Assets; except, in the case of clauses (ii) and (iii) above, for such
conflicts, defaults, breaches, terminations, suspensions, acceleration of
performance or violations which, taken as a whole, would not have a Material
Adverse Effect or a material adverse effect on Transferor’s ability to
consummate the transactions contemplated by this Agreement and Transferor’s
Additional Agreements.  A “Material
Adverse Effect” shall mean a material adverse effect on the business,
assets or condition (financial or otherwise) of Transferor, excluding any such
effects arising out of or resulting from changes in the general economy
(including those arising from acts of war or terrorism) or the reaction of
employees, suppliers or customers to (i) Transferor’s entering into this
Agreement, (ii) the announcement thereof or (iii) the consummation of
the transactions contemplated hereby.


 


4.4           No Consents.  No order, permission, consent,
approval, license, authorization, registration, or validation of, or filing
with, or notice to, or exemption by, any Governmental Authority is required to
authorize, or is required in connection with, the execution, delivery or
performance by Transferor of this Agreement or any of Transferor’s Additional
Agreements.


 


4.5           Compliance with Laws.  The
Contributed Business is in material compliance with all applicable Laws.


 


4.6           Litigation.  Except as set forth on Schedule 4.6
of the Transferor Disclosure Schedule, there are no material actions, suits,
inquiries, proceedings or investigations pending or, to the Transferor’s
knowledge, expressly threatened to be instituted by any third party before any
court or other Governmental Authority against Transferor that relates to or
involves any Contributed Assets or the Contributed Business.


 


4.7           No Brokers.  There is no obligation or
liability, contingent or otherwise, for brokers’ or finders’ fees or
commissions in connection with the transactions contemplated by this Agreement
for which the Contributed Business is liable.


 


4.8           Title to Assets. 
Transferor has, and at the Effective Time the Company shall acquire,
good, valid and transferable title to all of the Contributed Assets, in each
case, free and clear of all Liens.


 


8





















 


4.9           Intellectual Property.


 


(a)           Schedule 4.9(a) of the Transferor Disclosure
Schedule contains a complete and correct list and description (including
the record owners and identifying numbers) of (i) all Internet domain
names used or held for us in the Contributed Business and (ii) all
computer source code, executable code, data, databases and related
documentation used solely in the Contributed Business, and all registered
patents, trademarks, copyrights and all existing and pending applications with
respect to the foregoing (together with any unregistered copyrights and
renewals, extensions, reissuances, continuations, revisions and reexaminations
of any of the foregoing, the “Contributed Intellectual Property”).


 


(b)           There are no proceedings pending or, to
the Transferor’s knowledge, threatened against Transferor that directly
challenge, and no express claim or demand by any person or entity has been made
to or upon Transferor that directly challenges, the rights of Transferor in
respect of any Contributed Intellectual Property.


 


(c)           No Contributed Intellectual Property
owned by Transferor (i) is subject to any outstanding order, ruling,
judgment, decree or stipulation by or with any Governmental Authority, or any
express and enforceable contract, agreement, commitment or undertaking with any
person or entity, restricting the scope or use of any such Contributed
Intellectual Property, or (ii) to Transferor’s knowledge, infringes or
misappropriates the rights of any other person or entity, or (iii) to
Transferor’s knowledge, is being infringed or misappropriated by any other
person or entity.


 


(d)           Except as set forth in the License
Agreement, Transferor has not granted any material license (other than such
licenses and permissions for one-time or other limited use granted in the
ordinary course of business) to any person or entity to use any of the
Contributed Intellectual Property owned or otherwise used by Transferor.


 


4.10         Contracts and Commitments.


 


(a)           Schedule 4.10(a) of the Transferor Disclosure
Schedule attached hereto (as supplemented within 10 calendar days of the
Closing Date) lists all Contributed Contracts that involve the receipt of
revenue or require the expenditure of more than One Hundred Thousand Dollars
($100,000) in any consecutive twelve-month period (the “Contributed
Contracts”).


 


(b)           Transferor is not in default, and to the
Transferor’s knowledge, there is no basis for any claim of default, under any
of the Contributed Contracts.  To the
Transferor’s knowledge, all of the Contributed Contracts are in full force and
effect and are valid, binding and enforceable in accordance with their
respective terms.  Except as provided in
those agreements identified on Schedule 4.10(b) of the
Transferor Disclosure Schedule, no consent by, notice to or approval from any
Person is required under any of the Contributed Contracts as a result of the
assignment of the Contributed Contracts to the Company or the consummation of
the other transactions contemplated by this Agreement.


 


(c)           Except for Print Ad Sales Services (as
defined in the Shared Services Agreement), Schedule 4.10(c) attached
hereto lists all revenue generating agreements entered


 


9





















 


into by Primedia or its Affiliates that are
shared among various Primedia business units, including, without limitation,
the Contributed Business (collectively, the “Shared Revenue-Generating
Contracts”).  All such Shared
Revenue-Generating Contracts have been entered into in the ordinary course of
business.  Transferor is not in default,
and to the Transferor’s knowledge, there is no basis for any claim of default,
under any of the Shared Revenue-Generating Contracts.  To the Transferor’s knowledge, all of the
Shared Revenue-Generating Contracts are in full force and effect and are valid,
binding and enforce-able in accordance with their respective terms.  Notwithstanding anything herein, at no time
shall any Shared Revenue Generating Contracts be deemed Contributed Assets.


 


4.11         Permits.  No Permit is necessary for the
ownership, operation and use of the Contributed Assets in substantially the
same manner as currently owned, operated and used.


 


4.12         Insurance.  Schedule 4.12 of
the Transferor Disclosure Schedule contains a list and brief description
of all policies or binders of insurance held by or on behalf of Transferor and
providing coverage for any of the Contributed Assets (in each case specifying
the insurer, the amount of coverage and the type of insurance).


 


4.13         Sufficiency of Assets.  The
Contributed Assets, the Licensed Properties (as defined in the License
Agreement), and the assets used for the provision of services pursuant to the
Shared Services Agreement collectively constitute all of the properties, assets
and rights used or held for use in connection with, and necessary and
sufficient for, the operation of the Contributed Business as presently
conducted.


 


4.14         Condition of Personal Property.  Each
item of PP&E constituting a Contributed Asset has been maintained in
accordance with Transferor’s customary practices and is in good operating
condition and repair, normal wear and tear excepted, is suitable for immediate
use and is free from any latent or patent defects.


 


4.15         Investment Purpose.


 


(a)           Transferor is an “accredited investor”
(as defined in Rule 501 of the 1933 Act) acquiring the Shares for its own
account for investment purposes and not with a view toward distribution or
re-sale in violation of the 1933 Act or any other applicable securities laws,
rules or regulations.


 


(b)           Transferor acknowledges that none of the
Shares have been registered under federal law or qualified under state law, but
rather have been offered for sale in accordance with certain exemptions under
applicable law, and that the Shares may not be resold by it unless they are
subsequently registered or qualified under applicable law, or an exemption from
such registration and qualification is then available.


 


4.16         Transferor’s Examination. 
Transferor acknowledges and agrees that no representation or warranty
has been or is being made by the Company, except as expressly set forth in this
Agreement and no representation or warranty is being made by the Company as to
the future operations, results, budgets or prospects of the Company.


 


10





















 


4.17         Transactions with Affiliates. 
Other than as set forth on Schedule 4.16 of the Transferor
Disclosure Schedule, in the License Agreement and in the Shared Services
Agreement, there are no material services currently being provided to the Contributed
Business by Transferor, or any Affiliate thereof, that are material to the
Contributed Business.


 


4.18         Financial Statements. 
Attached as Schedule 4.18 of the Transferor Disclosure
Schedule are: (a) the unaudited statement of income for the Contributed
Business for the nine-month period ended September 30, 2005 and
(b) the unaudited statement of Assets and Liabilities for the Contributed
Business as of September 30, 2005 (collectively, the “Financial
Statements”).  The Financial
Statements have been prepared from books and records maintained by Transferor
consistent with past practice.  Except as
set forth on Schedule 4.18(a), the Financial Statements
(i) fairly present, in all material respects, the consolidated financial
condition of the Contributed Business for the period and as of the date
indicated and the results of operations for the period then ended and
(ii) have been prepared in accordance with GAAP.


 


ARTICLE V.



REPRESENTATIONS AND WARRANTIES OF THE COMPANY


 


The
Company hereby represents and warrants to the Transferor as follows:


 


5.1           Organization of the Company.  The
Company is a corporation duly organized, validly existing and in good standing
under the laws of the State of Delaware and has the full corporate power and
authority to enter into this Agreement and the other agreements and instruments
referred to in this Agreement that the Company is executing and delivering (the
“Company’s Additional Agreements,” and, together with the Transferor’s
Additional Agreements, the “Additional Agreements”), and to carry out
the transactions contemplated hereby and thereby.


 


5.2           Authorization of Agreement.  The
execution, delivery and performance by the Company of this Agreement and the
Company’s Additional Agreements and the consummation by the Company of the
transactions contemplated hereby and thereby, have been duly authorized by all
necessary corporate action of the Company. 
This Agreement and the Company’s Additional Agreements have been duly
executed and delivered by the Company and constitute legal, valid and binding
obligations of the Company, enforceable in accordance with their respective
terms, except as the enforceability thereof may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws relating to or affecting
the rights of creditors generally and by general equitable principles
(regardless of whether such enforceability is considered in a proceeding in
equity or at law) and by an implied covenant of good faith and fair dealing.


 


5.3           No Conflicts. 
Neither the execution, delivery or performance of this Agreement or any
of the Company’s Additional Agreements, nor the consummation by the Company of
the transactions contemplated hereby or thereby, nor compliance by the Company
with the terms and provisions hereof or thereof will: (i) conflict with
the Certificate of Incorporation or Bylaws of the Company; (ii) conflict
with, or result in the breach or termination of, or constitute a default (or
with notice or lapse of time or both, constitute a default) under or result in
the termination or 


 


11





















 


suspension of, or accelerate the performance
required by any of the terms, conditions or provisions of, any note, bond,
mortgage, indenture, license, lease, agreement, commitment or other instrument
to which the Company is a party or by which the Company is bound; or
(iii) constitute a violation by the Company of any Law of any Governmental
Authority applicable to the Company.


 


5.4           No Consents.  No order, permission, consent,
approval, license, authorization, registration, or validation of, or filing
with, or notice to, or exemption by, any Governmental Authority is required to
authorize, or is required in connection with, the execution, delivery or
performance by the Company of this Agreement or any of the Company’s Additional
Agreements.


 


5.5           Shares Duly Authorized.  All
of the Shares to be issued to Transferor pursuant to this Agreement, when
issued and delivered in accordance with the terms of this Agreement, will be
duly authorized, validly issued, fully paid and non-assessable.


 


ARTICLE VI.



FURTHER AGREEMENTS OF THE PARTIES


 


6.1           Expenses.  Transferor and the Company
shall bear their own respective expenses incurred in connection with the
negotiation and preparation of this Agreement, the Additional Agreements and
the consummation and performance of the transactions contemplated hereby and
thereby and in connection with all obligations required to be performed by each
of them under this Agreement and the Additional Agreements (collectively, the “Transaction
Expenses”), except as otherwise may be provided herein.


 


6.2           Further Assurances.  Each
of Transferor and the Company shall execute such documents and other papers and
take such further actions as the other party may reasonably request in order to
carry out the provisions hereof and the transactions contemplated hereby,
including, without limitation, to obtain any consents from any party to any
Contributed Contract which is required in connection with the transactions
contemplated hereby, provided that such obligation shall not require
expenditure of money by the Company or Transferor.


 


6.3           Correspondence.  Each
party will promptly remit to the other party any correspondence received by it
which properly belongs to any other party.


 


6.4           No Disclosure; Press Releases.


 


(a)           Each of Transferor and the Company agrees
that it shall not make any public announcement or issue any press release in
connection with the transactions contemplated hereby, except (i) as
provided in Section 6.4(b) or (ii) if Transferor or the Company
(x) is ordered to make such disclosure by a court of competent jurisdiction or
(y) is advised by legal counsel that such disclosure is required under
applicable Laws or the rules and regulations of any stock exchange upon
which Transferor’s securities are traded, in which case the party making the
required disclosure shall inform the other party as to the timing and contents
of such disclosure prior to making such disclosure.


 


12





















 


(b)           Each of Transferor and the Company shall
not issue any press release in connection with the transactions contemplated
hereby, without prior approval of the other party.  Any subsequent press release or public
announcement made by either party hereto after approval of a press release
shall be consistent with (including in scope) the mutually agreed upon press
release or releases.


 


6.5           Transfer Taxes.  The
Company, on the one hand, and Transferor, on the other hand, shall each pay
half of any state or local sales, transfer or like taxes payable in connection
with the transactions contemplated pursuant to this Agreement; including,
without limitation, any stock transfer or stamp taxes in respect of the
issuance of the Shares.


 


6.6           Transferred Employees. 
Schedule 6.6 sets forth the title, salary and name of each employee
of the Contributed Business (each a “Transferred Employee” and
collectively the “Transferred Employees”).  From the date hereof through
December 31, 2005 (the “Transition Period”), each of the
Transferred Employees shall perform services for the Company but shall remain
employees of Primedia.  The Company shall
be responsible for reimbursing Primedia for the costs of all salary,
commission, benefits and the Company’s share of obligations with respect to
employment-related taxes (including, without limitation, FICA, Medicare and
state and federal unemployment), for to such Transferred Employees accrued
during the period from November 15, 2005 through December 31, 2005
(collectively, the “Transferred Employee Costs”).  Subject to Section 6.7 below, Primedia
shall invoice the Company on December 31, 2005 for all such Transferred
Employee Costs and such invoice shall be due upon receipt.  Effective January 1, 2006, the Company
shall hire the Transferred Employees, other than those Transferred Employees
who the Chief Executive Officer of the Company indicates shall not be hired by
the Company pursuant to a written notice provided to Primedia no later than
December 15, 2005.  For purposes of
clarity, the Company shall not assume any liability with respect to the
Transferred Employees relating to any period prior to January 1, 2006
other than the obligation to reimburse Primedia for the Transferred Employee
Costs.  Primedia shall be solely responsible
for all bonuses in accordance with Primedia’s standard policies.  The Company shall have no obligation with
respect to any bonuses for Transferred Employees for the year ended
December 31, 2005.


 


6.7           Working Capital Funds. 
Premedia agrees that it shall pay for all expenses incurred by the
Company in the ordinary course by the Contributed Assets, as the business of
Contributed Assets is currently conducted, during the one month period
following the Closing Date.


 


ARTICLE VII.



INDEMNIFICATION


 


7.1           Survival.  The covenants, representations
and warranties of the Transferor, on the one hand, and the Company, on the
other hand, shall survive the Closing Date until the twelve (12) month
anniversary of the Closing Date, other than (i) the representations and
warranties in Sections 4.1 (Organization and Authority of Transferor), 4.2
(Authorization of Agreement), 5.1 (Organization of the Company) and 5.2
(Authorization of Agreement), all of which shall survive indefinitely,
(ii) any covenants and agreements on the part of the Company or
Transferor, as


 


13





















 


applicable, set forth herein to be performed
at and after the Closing Date and having no specified term shall survive
indefinitely and (iii) any covenants and agreements on the part of the
Company or Transferor, as applicable, set forth herein to be performed at and
after the Closing Date and having a specified term shall survive until the end
of such specified term.  The expiration
of any covenant, representation or warranty shall have no effect on the
continued validity of any claim if written notice was given in accordance with
this Article VII before the date of such expiration.


 


7.2           Indemnification by Transferor.


 


(a)           Subject to the provisions of this Article VII,
Transferor shall indemnify, defend and hold harmless the Company and its
respective officers, directors, employees, agents and representatives (each a “Company
Indemnified Party”) from, against and in respect of any and all damages,
losses, charges, claims, penalties, liabilities, demands, actions, suits, costs
and expenses (including, without limitation, all fines, interest, amounts paid
in settlement and reasonable legal fees and expenses) (collectively, the “Claims”),
that arise from or relate or are attributable to (i) any breach by
Transferor of any representation or warranty made by Transferor under
Article IV hereof, (ii) any breach of any covenant or agreement on
the part of Transferor set forth in this Agreement or in any of the Transferor’s
Additional Agreements and (iii) any liability or obligation to brokers
retained by the Company in connection with the transactions contemplated by
this Agreement.


 


(b)           Notwithstanding the foregoing, Transferor
shall not have any liability to indemnify any Company Indemnified Party on
account of any Claim or series of related Claims pursuant to clauses
(i) and (ii) of Section 7.2(a) unless and until and only to
the extent that the aggregate liability of Transferor in respect of such Claims,
when aggregated with the liability in respect of all such other Claims made
pursuant to clauses (i) and (ii) of Section 7.2(a), amounts to
more than $250,000, whereupon Transferor shall be liable to pay such amounts
due pursuant to clauses (i) and (ii) of Section 7.2(a) only
in excess thereof.


 


(c)           The maximum aggregate liability of
Transferor for any and all Claims under clauses (i) and (ii) of
Section 7.2(a) shall not exceed $10,000,000 in the aggregate (the “Cap”).


 


7.3           Indemnification by the Company.


 


(a)           Subject to the provisions of this
Article VII, the Company shall indemnify, defend and hold harmless
Transferor and its respective officers, directors, employees, agents and
representatives (each a “Transferor Indemnified Party”) from, against
and in respect of any and all Claims that arise from or relate or are
attributable to (i) any breach by the Company of any representation or
warranty made by the Company under Article V hereof, (ii) any breach
of any covenant or agreement on the part of the Company set forth in this
Agreement or in any of Company’s Additional Agreements and (iii) any
liability or obligation to brokers retained by Purchaser in connection with the
transactions contemplated by this Agreement.


 


(b)           The maximum aggregate liability of the
Company for any and all Claims under clause (i) of
Section 7.3(a) shall not exceed $10,000,000 in the aggregate.


 


14





















 


7.4           Notice to the Indemnitor. 
Promptly after the assertion of any claim by a third party or occurrence
of any event which may give rise to a claim for indemnification from an
indemnifying party (the “Indemnitor”) under this Article VII, an
indemnified party (the “Indemnitee”) shall notify the Indemnitor in
writing of such claim.  The Indemnitor
shall then have thirty (30) days to advise the Indemnitee whether the
Indemnitor accepts the defense of such claim and the Indemnitor shall have no
obligation to the Indemnitee for legal fees incurred by the Indemnitee before
or after the date of any assumption of the defense by the Indemnitor.  The Indemnitor shall in no way be liable to
the Indemnitee for any claim not presented to the Indemnitor by the Indemnitee
for a defense within thirty (30) days of the claim being presented in writing
to the Indemnitee by the party making the claim.


 


7.5           Right of Parties to Settle or Defend.  If
the Indemnitor determines to accept
the defense of such claim, the Indemnitee shall have the right to be
represented by its own counsel at its own expense, its participation to be
subject to reasonable direction of the Indemnitor, and the Indemnitee shall
provide all requested waivers and authorities for the Indemnitor to act on
behalf of the Indemnitee.  If the
Indemnitor fails to undertake the defense of or settle or pay any such third party
claim within thirty (30) days after the Indemnitee has given written notice to
the Indemnitor of the claim, or if the Indemnitor, after having given such
notification to the Indemnitee, fails within thirty (30) days to defend, settle
or pay such claim, then the Indemnitee may take any and all necessary action to
dispose of such claim; provided,  however, that in no event shall
the Indemnitee settle such claim without the prior consent of the Indemnitor.


 


7.6           Settlement Proposals.


 


(a)           In the event the Indemnitee desires to
settle any third-party claim the defense of which has not been assumed by the
Indemnitor, the Indemnitee shall advise the Indemnitor in writing of the amount
it proposes to pay in settlement thereof (the “Proposed Settlement”).  The Indemnitor shall have twenty (20) days
after the Indemnitor’s receipt of the notice of the Proposed Settlement to
advise the Indemnitee whether it accepts the Proposed Settlement.  If the Indemnitor notifies the Indemnitee
that it accepts the Proposed Settlement or does not deliver such notice within
twenty (20) days after receipt of notice from the Indemnitee, the Indemnitee
may offer the Proposed Settlement to the third party making the claim.  If, after approval by the Indemnitor, the
Proposed Settlement is not accepted by the party making such claim, any new
Proposed Settlement figure which the Indemnitee may wish to present to the
party making such claim shall again first be presented to the Indemnitor in
accordance with the provisions of this Section 7.6.


 


(b)           Except as provided in the immediately
following sentence, the Indemnitor may settle such third-party claim that it
has agreed to accept the defense of on any terms which it may deem
reasonable.  In the event the Indemnitor
desires to settle such third-party claim, the Indemnitor shall not, without the
Indemnitee’s prior written consent, (i) settle or compromise such
proceeding, claim or demand, or consent to the entry of any judgment which does
not include as an unconditional term thereof the delivery by the claimant or
plaintiff to the Indemnitee of a written release from all liability in respect
of such proceeding, claim or demand or (ii) settle or compromise any such
proceeding, claim or demand, in any manner that may materially adversely affect
the Indemnitee.


 


15





















 


7.7           Exclusive Remedy; No Special Damages.


 


(a)           The indemnification obligations of this
Article VII shall be the sole and exclusive remedy for all claims for
breach of any representation, warranty, covenant or agreement under this
Agreement, and no other remedy shall be had in contract, tort or otherwise.


 


(b)           No Indemnitee shall have any right to
seek indemnification hereunder, for any Claims for consequential, incidental,
special, exemplary, punitive, indirect or multiple damages, including lost
profits, connected with or resulting from any breach of this Agreement, or
actions undertaken in connection with or related hereto, including any such
Claims which are based upon breach of contract, tort, breach of warranty,
strict liability, statute, operation of law or any other theory of recovery.


 


7.8           Reimbursement.  At
the time the amount of any liability on the part of the Indemnitor under this
Article VII is determined (which, in the case of payments to third
persons, shall be the earlier of (i) the date of such payments by the
Indemnitee and (ii) the date that a court of competent jurisdiction shall
enter a final judgment, order or decree (after exhaustion of appeal rights)
establishing such liability), the Indemnitor shall, within thirty (30) days
after receipt of notice from the Indemnitee, pay to the Indemnitee the amount
of the indemnity claim.


 


7.9           Certain Adjustments.  The
parties agree that any indemnification payments made pursuant to this Agreement
shall be treated for Tax purposes as an adjustment to the purchase price paid
for the Shares, unless otherwise required by applicable law.  Such payments shall be reduced to take
account of any actual Tax benefits realized by the Company Indemnified Party
arising from the incurrence or payment of the indemnifiable Claim by the
Indemnitee.  In addition, such payments
shall be net of any amounts actually recovered by the Indemnitee under
insurance policies with respect to such payments.


 


ARTICLE VIII.


 


MISCELLANEOUS


 


8.1           Entire Agreement.  This
Agreement (together with the Schedules and Exhibits hereto and the Additional
Agreements contains, and is intended as, a complete statement of all of the
terms of the arrangements between the parties with respect to the matters
provided for herein, and supersedes any previous agreements and understandings
between the parties with respect to those matters.


 


8.2           Governing Law; Jurisdiction.  This
Agreement shall be governed by, and construed and enforced in accordance with,
the laws of the state of New York. 
Transferor and the Company hereby irrevocably submit to the jurisdiction
of any United States Federal Court (or, if such court shall not have
jurisdiction, any New York State Court) sitting in New York City (and any
appellate court therefrom) over any action or proceeding arising out of or
relating in any manner (whether in contract, tort or otherwise) to this
Agreement.  Each of Transferor and the
Company hereby irrevocably waives any objection that it may have to venue and
the defense of an inconvenient forum to the maintenance of such action or
proceeding.


 


16





















 


8.3           Amendment; Waiver.  No
provision of this Agreement may be amended or modified except by an instrument
or instruments in writing signed by the parties hereto. Any party may waive
compliance by another with any of the provisions of this Agreement.  No waiver of any provision hereof shall be
construed as a waiver of any other provision or subsequent breach.  Any waiver must be in writing.  The failure of any party hereto to enforce at
any time any provision hereof shall not be construed to be a waiver of such
provision or to affect in any way the validity hereof or any part hereof or the
right of any party thereafter to enforce each and every such provision.


 


8.4           Notices.  All notices and other
communications under this Agreement shall be in writing and shall be deemed
given when delivered personally, mailed by registered mail, return receipt
requested, sent by documented overnight delivery service or, to the extent
receipt is confirmed, by facsimile to the parties at the following addresses
(or to such other address as a party may have specified by notice given to the
other party pursuant to this provision):


 


 


	
  If
  to the Transferor, to it at:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PRIMEDIA, Inc.

  	
   

  	
   

  
	
   

  	
  745
  Fifth Avenue

  	
   

  	
   

  
	
   

  	
  New
  York, NY 10151

  	
   

  	
   

  
	
   

  	
  Attention:
  Sheila Spence

  	
   

  	
   

  
	
   

  	
  Phone:
  (212) 745-0100

  	
   

  	
   

  
	
   

  	
  Fax:
  (212) 745-0645

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  With
  a copy to:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  PRIMEDIA, Inc.

  	
   

  	
   

  
	
   

  	
  745
  Fifth Avenue

  	
   

  	
   

  
	
   

  	
  New
  York, NY 10151

  	
   

  	
   

  
	
   

  	
  Attention:
  General Counsel

  	
   

  	
   

  
	
   

  	
  Phone:
  (212) 745-0100

  	
   

  	
   

  
	
   

  	
  Fax:
  (212) 745-0131

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  If
  to the Company at:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Automotive.com, Inc.

  	
   

  	
   

  
	
   

  	
  230
  Commerce

  	
   

  	
   

  
	
   

  	
  Irvine,
  CA 92602

  	
   

  	
   

  
	
   

  	
  Attention:
  Joshua Speyer

  	
   

  	
   

  
	
   

  	
  Phone:
  (714) 389-5015

  	
   

  	
   

  
	
   

  	
  Fax:
  (714) 389-5064

  	
   

  	
   

  



 


17





















 


	
  With
  a copy to:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Latham &
  Watkins LLP

  	
   

  	
   

  
	
   

  	
  650
  Town Center Drive

  	
   

  	
   

  
	
   

  	
  Suite 2000

  	
   

  	
   

  
	
   

  	
  Costa
  Mesa, CA 92626

  	
   

  	
   

  
	
   

  	
  Attention:
  R. Scott Shean

  	
   

  	
   

  
	
   

  	
  Phone:

  	
  (714)
  540-1235

  	
   

  	
   

  	
   

  
	
   

  	
  Fax:

  	
  (714)
  755-8290

  	
   

  	
   

  	
   

  



 


8.5           Separability.  If
any provision of this Agreement is held by any court of competent jurisdiction
to be illegal, invalid or unenforceable, such provision shall be of no force
and effect, but the illegality, invalidity or unenforceability shall have no
effect upon and shall not impair the enforceability of any other provision of
this Agreement.


 


8.6           Assignment and Binding Effect. 
Neither party hereto may assign any of its rights or delegate any of its
duties under this Agreement without the prior written consent of the other
party hereto.  All of the terms and
provisions of this Agreement shall be binding on, and shall inure to the
benefit of, the respective legal successors and permitted assigns of the
parties.


 


8.7           No Benefit to Others.  The
representations, warranties, covenants and agreements contained in this
Agreement and the Additional Agreements are for the sole benefit of the parties
hereto and thereto and their respective successors and permitted assigns and
shall not be construed as conferring and are not intended to confer any rights
on any other persons.


 


8.8           Counterparts.  This
Agreement may be executed by facsimile in two (2) or more counterparts,
each of which shall be deemed an original, and each party thereto may become a
party hereto by executing a counterpart hereof. 
This Agreement and any counterpart so executed shall be deemed to be one
and the same instrument.


 


8.9           Interpretation. 
Article titles, headings to sections and the table of contents are
inserted for convenience of reference only and are not intended to be a part or
to affect the meaning or interpretation hereof. 
The Schedules referred to herein shall be construed with and as an
integral part of this Agreement to the same extent as if they were set forth
verbatim herein.  The specification of
any dollar amount in the representations and warranties contained in this
Agreement or the inclusion of any specific item in any schedule hereto is
not intended to imply that such amounts or higher or lower amounts, or the
items so included or other items, are or are not material, and no party hereto
shall use the fact of the setting of such amounts or the inclusion of any such
item in any dispute or controversy between the parties as to whether any
obligation, item or matter not described herein or included in a
Schedule is or is not material for purposes hereof.  As used herein, “include”, “includes” and
“including” are deemed to be followed by “without limitation” whether or not
they are in fact followed by such words or words of like import; “writing”,
“written” and comparable terms refer to printing, typing, lithography and other
means of reproducing words in a visible form; references to a person are also
to its successors and permitted assigns; “hereof”, “herein”, “hereunder” and
comparable terms refer to the entirety hereof and not to any particular
article, section or other subdivision hereof or attachment hereto;
references to any gender include references to the plural and vice versa;


 


18





















 


references to this Agreement or other
documents are as amended or supplemented from time to time; references to
“Article”, “Section” or another subdivision or to an attachment or “Schedule”
are to an article, section or subdivision hereof or an attachment or
“Schedule” hereto; references to “generally accepted accounting principles”
shall mean generally accepted accounting principles in the United States.


 


8.10         Disclosure.  Any representation made “to
the knowledge of Transferor” or “to Transferor’s knowledge” shall mean to the
knowledge of the persons listed on Schedule 8.10, respectively,
attached hereto.


 


8.11         No Presumption.  This
Agreement shall be construed without regard to any presumption or
rule requiring construction or interpretation against the party drafting.


 


[SIGNATURE PAGE TO FOLLOW]


 


19





















 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and delivered by their respective duly authorized representatives as
of the day and year first above written.


 


	
   

  	
  THE COMPANY:

  
	
   

  	
   

  
	
   

  	
  AUTOMOTIVE.COM,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joshua Speyer

  	
   

  
	
   

  	
  Name:

  	
    Joshua Speyer

  	
   

  
	
   

  	
  Title:

  	
   President,
  Chief Executive Officer and Secretary

  	
   

  
					



 


Signature Page to Contribution Agreement


 





















 


	
   

  	
  TRANSFEROR:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  PRIMEDIA,
  INC.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  Christopher A. Fraser

  	
   

  
	
   

  	
  Name:

  	
   Christopher
  A. Fraser

  	
   

  
	
   

  	
  Title:

  	
     Senior
  Vice President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  INTELLICHOICE,
  INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  Christopher A. Fraser

  	
   

  
	
   

  	
  Name:

  	
   Christopher
  A. Fraser

  	
   

  
	
   

  	
  Title:

  	
     Senior Vice President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PRIMEDIA
  SPECIALTY GROUP INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  Christopher A. Fraser

  	
   

  
	
   

  	
  Name:

  	
   Christopher
  A. Fraser

  	
   

  
	
   

  	
  Title:

  	
     Senior Vice President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MCMULLEN
  ARGUS PUBLISHING INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  Christopher A. Fraser

  	
   

  
	
   

  	
  Name:

  	
   Christopher
  A. Fraser

  	
   

  
	
   

  	
  Title:

  	
     Senior Vice President