Contract analysis

Section 1.1 — Definitions. As used in this Agreement, the following terms shall have the meanings set forth below: "Affiliate" means, with respect to any Person, any other Person that, directly or indirectly, controls, is controlled by, or is under common control with such Person. For purposes of this definition, "control" (including, with correlative meanings, the terms "controlled by" and "under common control with

Section 1.2 — Interpretation. Unless the context of this Agreement otherwise requires: (a) words of any gender include each other gender; (b) words using the singular or plural number also include the plural or singular number, respectively; (c) the terms "hereof," "herein," "hereby," "hereto," and derivative or similar words refer to this entire Agreement; (d) the terms "Article," "Section," "Exhibit," and "Schedule

Section 2.1 — License Grant. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a non-exclusive, non-transferable (except as expressly provided in Section 2.4), royalty-free, limited license to use the Licensed Marks solely within the Licensed Field and the Licensed Territory during the Term. The license granted hereunder is limited to the use of the "Meridian" name and associat

Section 2.2 — Reservation of Rights. Licensor hereby expressly reserves all rights in and to the Licensed Marks not expressly granted to Licensee under this Agreement. Nothing in this Agreement shall be construed to grant Licensee any ownership interest in the Licensed Marks, any right to modify the Licensed Marks except as may be expressly permitted by Licensor in writing, or any rights in any trademarks, service ma

Section 2.3 — No Sublicensing. Licensee shall not sublicense, assign, delegate, or otherwise transfer any of the rights granted hereunder to any third party without the prior written consent of Licensor, which consent may be withheld, conditioned, or delayed in Licensor's sole and absolute discretion. Any purported sublicense, assignment, delegation, or transfer in violation of this Section 2.3 shall be null and void

Section 2.4 — No Assignment. Licensee shall not assign this Agreement or any of the rights or obligations hereunder without the prior written consent of Licensor, which consent may be withheld, conditioned, or delayed in Licensor's sole and absolute discretion. Any purported assignment in violation of this Section 2.4 shall be null and void and of no force or effect. Notwithstanding the foregoing, Licensee may assign

Section 3.1 — Term. The license granted hereunder shall commence on the Effective Date and shall expire on the third (3rd) anniversary of the Effective Date — that is, November 15, 2027 — unless earlier terminated in accordance with Article VII (such period, as it may be shortened by early termination, the "Term"). The Term is not subject to automatic renewal or extension. The Term may be extended only by the mutual

Section 3.2 — Wind-Down Period. Upon expiration of the Term or earlier termination of this Agreement pursuant to Article VII, Licensee shall have a period of ninety (90) calendar days following the effective date of such expiration or termination (the "Wind-Down Period") to cease all use of the Licensed Marks and to remove, disable, or otherwise obscure all displays of the Licensed Marks on its streaming platform(s)

Section 4.1 — Quality Standards. All uses of the Licensed Marks by Licensee and its Affiliates shall be of a quality at least equal to the quality of the goods and services offered by Licensee under or in connection with the Licensed Marks as of the Closing Date (the "Quality Standards"). The Parties acknowledge that the maintenance of high quality standards in connection with the Licensed Marks is essential to prese

Section 4.2 — Compliance with Trademark Usage Guidelines. Licensee shall comply with any reasonable written trademark usage guidelines provided by Licensor from time to time (the "Usage Guidelines"), including guidelines pertaining to the appearance, size, color, font, placement, and manner of display of the Licensed Marks; provided, however, that such Usage Guidelines shall be consistent with Licensee's use of the L

Section 4.3 — Inspection Rights. Licensor shall have the right, upon reasonable prior written notice to Licensee of not less than fifteen (15) business days, and during normal business hours, to inspect and review Licensee's use of the Licensed Marks to ensure compliance with the Quality Standards and the Usage Guidelines set forth herein. Such inspections may be conducted at Licensee's offices or remotely through re

Section 4.4 — Samples. Upon Licensor's reasonable written request, which shall not be made more than twice per calendar year, Licensee shall provide Licensor with representative samples or screenshots of Licensee's then-current use of the Licensed Marks on its streaming platform(s), together with a brief description of the context in which the Licensed Marks are displayed, within fifteen (15) business days following

ARTICLE V — OWNERSHIP AND PROTECTION OF MARKS

Section 5.1 — Ownership. Licensee acknowledges and agrees that Licensor (through its ownership of MPH and its subsidiaries) is the sole and exclusive owner of all right, title, and interest in and to the Licensed Marks, including, without limitation, all goodwill associated therewith and all trademark registrations pertaining thereto. Nothing in this Agreement shall be construed to convey or transfer to Licensee any

Section 5.2 — No Registration by Licensee. Licensee shall not, and shall cause its Affiliates not to, directly or indirectly, apply for or obtain any trademark registration, service mark registration, trade name registration, domain name registration, social media account or handle, or similar proprietary right in any jurisdiction worldwide that incorporates, is identical to, or is confusingly similar to any of the L

Section 5.3 — Notice of Infringement. Licensee shall promptly notify Licensor in writing of any actual or suspected unauthorized use, infringement, misappropriation, or dilution of the Licensed Marks (or any mark confusingly similar thereto) of which Licensee becomes aware, including, without limitation, any counterfeit use, cybersquatting, or unauthorized registration. Such notice shall include all information reaso

Section 5.4 — Cooperation. Licensee shall reasonably cooperate with Licensor, at Licensor's sole cost and expense (except to the extent Licensee is required to provide cooperation as a matter of routine business operations), in connection with any enforcement, prosecution, defense, or other action taken by Licensor with respect to the Licensed Marks, including, without limitation, by providing relevant documents, inf

ARTICLE VI — REPRESENTATIONS AND WARRANTIES

Section 6.1 — Mutual Representations. Each Party hereby represents and warrants to the other Party, as of the Effective Date, as follows: (a) Organization and Good Standing. Such Party is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has all requisite corporate power and authority to own, lease, and operate its properties and to carry on its business

Section 6.2 — Licensor Representations. Licensor hereby represents and warrants to Licensee, as of the Effective Date, as follows: (a) Licensor has the right, power, and authority to grant the license set forth in Article II, and the Licensed Marks are owned by Licensor (through its ownership of MPH and its subsidiaries) free and clear of any liens, encumbrances, or restrictions that would prevent or materially impai

Section 6.3 — Licensee Representations. Licensee hereby represents and warrants to Licensor, as of the Effective Date, that it shall use the Licensed Marks solely in accordance with the terms and conditions of this Agreement and all applicable laws, rules, and regulations in each jurisdiction in which the Licensed Marks are used.

Section 6.4 — Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE VI, NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT, ALL OF WHICH ARE HEREBY EXPRESSLY DISCLAI

Section 7.1 — Termination for Breach. Either Party may terminate this Agreement upon written notice to the other Party if the other Party materially breaches any provision of this Agreement and such breaching Party fails to cure such breach within thirty (30) calendar days after receipt of written notice from the non-breaching Party specifying the breach in reasonable detail (the "Cure Period"). If a material breach

Section 7.2 — Termination for Insolvency. Either Party may terminate this Agreement immediately upon written notice to the other Party if the other Party: (a) files a voluntary petition in bankruptcy or is adjudicated as bankrupt or insolvent under any applicable bankruptcy, insolvency, or similar law; (b) has a receiver, trustee, liquidator, or custodian appointed for a substantial part of its assets or properties;

Section 7.3 — Voluntary Termination by Licensee. Licensee may terminate this Agreement at any time, for any reason or no reason, upon not less than sixty (60) calendar days' prior written notice to Licensor. Such termination shall become effective on the date that is sixty (60) calendar days after Licensor's receipt of such notice (or such later date as may be specified in such notice).

Section 7.4 — Effect of Termination. Upon expiration of the Term or earlier termination of this Agreement for any reason: (a) All rights and licenses granted to Licensee hereunder shall immediately cease and terminate, subject to the Wind-Down Period set forth in Section 3.2; (b) Licensee shall promptly cease all use of the Licensed Marks and, within the Wind-Down Period, remove, disable, or otherwise obscure all dis

ARTICLE VIII — INDEMNIFICATION

Section 8.1 — Indemnification by Licensee. Licensee shall indemnify, defend, and hold harmless Licensor and its Affiliates (including, without limitation, MPH and its subsidiaries, including Meridian Distribution Services Inc., Bellweather Academic Press Inc., Foxglove Media LLC, and Meridian Press Canada ULC) and their respective officers, directors, managers, members, employees, agents, successors, and assigns (col

Section 8.2 — Indemnification by Licensor. Licensor shall indemnify, defend, and hold harmless Licensee and its Affiliates (including, without limitation, Aurelius Global Media Group PLC and its subsidiaries) and their respective officers, directors, managers, members, employees, agents, successors, and assigns (collectively, the "Licensee Indemnified Parties") from and against any and all Losses arising out of or re

Section 8.3 — Indemnification Procedures. The obligations of an indemnifying party under this Article VIII are subject to the following procedures: (a) Prompt Notice. The indemnified party shall promptly notify the indemnifying party in writing of any claim, action, suit, or proceeding for which indemnification is sought (a "Claim"), including a reasonably detailed description of the facts giving rise to such Claim a

Section 8.4 — Relationship to MIPA Indemnification. The indemnification obligations of the Parties under this Article VIII are independent of and in addition to any indemnification obligations of the Parties (or their respective Affiliates) under the MIPA or any other ancillary agreement entered into in connection with the MIPA. Provided, however, that in no event shall any Party (or any Licensor Indemnified Party or

ARTICLE IX — LIMITATION OF LIABILITY

Section 9.1 — Limitation. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR TO ANY OF THE OTHER PARTY'S AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABI

Section 9.2 — Cap. Except in the case of (a) fraud or willful misconduct by the liable Party, (b) breach by Licensee of its obligations under Article V (Ownership and Protection of Marks), or (c) a Party's indemnification obligations under Article VIII with respect to third-party claims, the aggregate liability of each Party to the other Party under this Agreement (whether arising in contract, tort, equity, or otherw

ARTICLE X — GENERAL PROVISIONS

Section 10.1 — Governing Law. This Agreement and all claims, causes of action, or disputes (whether in contract, tort, or otherwise) arising out of or relating to this Agreement or the negotiation, execution, performance, or enforcement hereof shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice of law or conflict of laws rules or provis

Section 10.2 — Dispute Resolution. Any dispute, controversy, or claim arising out of or relating to this Agreement, including, without limitation, any dispute regarding the formation, validity, interpretation, performance, breach, or termination of this Agreement, shall be resolved in accordance with the dispute resolution provisions set forth in the MIPA, which are hereby incorporated by reference. Without limiting

Section 10.3 — Notices. All notices, requests, demands, consents, and other communications required or permitted to be given or delivered under this Agreement shall be in writing and shall be deemed to have been duly given or delivered: (a) when delivered personally; (b) when sent by confirmed electronic mail (with a copy sent by another method specified in this Section 10.3); (c) three (3) business days after being

Section 10.4 — Entire Agreement. This Agreement, together with Exhibit A attached hereto and the MIPA (to the extent incorporated by reference herein), constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations, understandings, discussions, term sheets, letters of intent, and agreements, whether written or oral,

Section 10.5 — Amendments and Waivers. No amendment, modification, supplement, or waiver of any provision of this Agreement shall be effective or binding upon either Party unless set forth in a written instrument that specifically refers to this Agreement and is duly executed by authorized representatives of both Parties. No waiver of any provision of this Agreement shall constitute a waiver of any other provision, a

Section 10.6 — Severability. If any provision of this Agreement, or the application thereof to any Person or circumstance, is held by a court of competent jurisdiction or other authority to be invalid, illegal, or unenforceable for any reason, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal, or unenforceabl

Section 10.7 — No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties hereto and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement; provided, however, that the Licensor Indemnified Parti

Section 10.8 — Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by electronic transmission (including portable document format (PDF), facsimile, or any electronic signature complying with the U.S. federal E

Section 10.9 — Further Assurances. Each Party shall, at the reasonable request of the other Party and at the requesting Party's sole cost and expense (unless otherwise expressly provided herein), execute and deliver such further instruments, documents, and agreements, and take such further actions, as may be reasonably necessary or appropriate to carry out the purposes and intent of this Agreement and to consummate a

Section 10.10 — Relationship of the Parties. The Parties are and shall remain independent contractors with respect to each other. Nothing in this Agreement shall be construed to create a joint venture, partnership, franchise, agency, employer-employee, or any other relationship between the Parties other than the contractual relationship expressly set forth herein. Neither Party shall have any right, power, or authori

1. Word Mark The word mark "MERIDIAN" (standing alone), as used in connection with the display, distribution, and archival of legacy digital content on Licensee's or its Affiliates' streaming platform(s).

2. Stylized Logo The stylized "Meridian" logo, as depicted below, which was used in connection with digital content on Licensee's streaming platform as of the Closing Date: [Logo image to be inserted — stylized "Meridian" wordmark in Garamond typeface, navy blue (Pantone 289 C), with horizontal rule element beneath]

3. Applicable U.S. Trademark Registrations

4. Applicable Canadian Trademark Registrations

5. Exclusions The Licensed Marks expressly exclude the following marks and logos, which are not licensed to Licensee hereunder and remain the exclusive property of Licensor (through its ownership of MPH and its subsidiaries): (a) The composite "MERIDIAN PRESS" mark (as used in book publishing), including U.S. Registration No. 3,892,107 and Canadian Registration No. TMA876,543, and all associated logos; (b) The "BELLW

6. Ownership The Licensed Marks identified in this Exhibit A are owned by Licensor through its ownership of Meridian Press Holdings LLC and its subsidiaries, and all registrations listed above remain in the name of the applicable registrant entity within the MPH corporate group. Nothing in this Exhibit A or in the Agreement shall be construed as a transfer of ownership of any registration or any underlying right, tit