Commitment Letter, dated November 26, 2017, by and among Meredith Corporation, Royal Bank of Canada, RBC Capital Markets, Credit Suisse AG, Credit Suisse Securities (USA) LLC, Barclays Bank PLC and Citigroup Global Markets Inc

Meredith Corporation

1716 Locust Street

Des Moines, Iowa 50309

Attention: Joseph Ceryanec, Chief Financial Officer

Ladies and Gentlemen:

You have advised Royal Bank of Canada (“Royal Bank”), RBC Capital Markets^* (“RBCCM” and, together with Royal Bank, “RBC”), Credit Suisse AG (acting through such of its affiliates or branches as it deems appropriate “CS”), Credit Suisse Securities (USA) LLC (“CS Securities” and, together with CS “Credit Suisse”), Barclays Bank PLC (“Barclays”) and Citi (as defined below, and together with RBC, Credit Suisse and Barclays, the “Commitment Parties”, “we” or “us”) that Meredith Corporation (the “Company” or “you”), intends to acquire (the “Acquisition”), directly or indirectly, all of the equity interests of an entity previously disclosed to us as “Tribeca”, a Delaware corporation (together with its subsidiaries, the “Target”) pursuant to the terms of that certain Agreement and Plan of Merger to be entered into by and among the Target, the Company and a newly-formed direct wholly-owned subsidiary of the Company to be determined (“Merger Sub”) (together with all exhibits, schedules and disclosure letters thereto, collectively, the “Merger Agreement”). You have further advised us that, in connection with the foregoing, you intend to consummate the other Transactions described in the Transaction Description attached hereto as Exhibit A (the “Transaction Description”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Exhibits hereto. For purposes hereof, references to “$” are to U.S. dollars. “Citi” shall mean Citigroup Global Markets Inc., Citibank, N.A., Citicorp USA, Inc., Citicorp North America, Inc. and/or any of their affiliates as may be appropriate to consummate the transactions contemplated hereby.

1.Commitment. Based upon the foregoing and subject only to the satisfaction or waiver of conditions set forth in Section 5 hereof (including as set forth on Exhibit D hereto), (i) each of Royal Bank, CS, Barclays and Citi (in such capacities, the “Initial Bank Lenders”) hereby commits, on a several and not joint basis, to provide to the Company 35%, 35%, 18% and 12% respectively, of each of the Bank Facilities (as defined in Exhibit A) upon the terms set forth or referred to herein, in the Fee Letter among us and you dated as of the date hereof (the “Fee Letter”), in the Credit Facilities Summary of Terms and Conditions attached hereto as Exhibit B (and incorporated by reference herein) (the “Bank Facilities Term Sheet”) and (ii) each of Royal Bank, CS, Barclays and Citi (in such capacities, the “Initial Bridge Lenders” and, together with the Initial Bank Lenders, the “Initial Lenders”) hereby commits, on a several and not joint basis, to provide to the Company 35%, 35%, 18% and 12%, respectively, of the Bridge Facility (as defined in

Exhibit A) upon the terms and subject to the conditions set forth herein, in the Fee Letter and in the Senior Unsecured Bridge Facility Summary of Terms and Conditions attached hereto as Exhibit C (and incorporated by reference herein) (the “Bridge Facility Term Sheet” and, together with the Bank Facilities Term Sheet, the “Term Sheets”).

2.    Appointment of Roles. You hereby appoint: (a) RBCCM, CS Securities, Barclays and Citi (in each case, acting alone or through or with affiliates selected by them) to act as lead arranger and bookrunning manager (in such capacity, the “Bank Facilities Lead Arranger”) for the Bank Facilities; (b) CS Securities, RBCCM, Barclays and Citi (in each case, acting alone or through or with affiliates selected by them) to act as lead arranger and bookrunning manager (in such capacity, the “Bridge Facility Lead Arranger” and, together with the Bank Facilities Lead Arrangers, the “Lead Arranger”) for the Bridge Facility; (c) Royal Bank (acting alone or through or with affiliates selected by it) to act as sole administrative agent and collateral agent (in such capacities, the “Bank Facilities Administrative Agent”) for the Bank Facilities and (d) CS (acting alone or through or with affiliates selected by it) to act as sole administrative agent (in such capacity, the “Bridge Facility Administrative Agent” and, together with the Bank Facilities Administrative Agent, the “Administrative Agents”) for the Bridge Facility, and RBCCM, Royal Bank, CS, CS Securities, Barclays and Citi will, in each of such capacities, perform the duties and exercise the authority customarily performed and exercised by financial institutions in such roles.

It is understood and agreed that RBC will appear on the top left of the cover page of any marketing materials for each of the Bank Facilities, and will hold the roles and responsibilities conventionally understood to be associated with such name placement. It is further agreed that Credit Suisse will appear to the immediate right of RBC, Barclays will appear to the immediate right of Credit Suisse and Citi will appear to the immediate right of Barclays on the cover page of any marketing materials for each of the Bank Facilities. It is understood and agreed that Credit Suisse will appear on the top left of the cover page of any marketing materials for the Bridge Facility, and will hold the roles and responsibilities conventionally understood to be associated with such name placement. It is further agreed that RBC will appear to the immediate right of Credit Suisse, Barclays will appear to the immediate right of RBC and Citi will appear to the immediate right of Barclays on the cover page of any marketing materials for the Bridge Facility. It is further understood and agreed that no other agents, co-agents, arrangers, co-arrangers, bookrunners, managers or co-managers will be appointed, no other titles will be awarded and no compensation (other than compensation expressly contemplated by this Commitment Letter, the Term Sheets or the Fee Letter) will be paid in connection with the Senior Credit Facilities unless you and we shall so agree.

3.    Syndication. The Lead Arrangers reserve the right, prior to or after the execution of the definitive documentation for any of the Senior Credit Facilities (as further defined in the Term Sheets, the “Loan Documents”), to syndicate all or a portion of the Initial Lender’s commitments hereunder to one or more financial institutions or other lenders, including without limitation, any relationship lenders designated by you (such financial institutions and other lenders, together with the Initial Lender, the “Lenders”) with your consent (which shall not be unreasonably withheld or delayed). Notwithstanding our right to syndicate the Senior Credit Facilities and receive commitments with respect thereto, (i) no Initial Lender shall be relieved, released or novated from its obligations hereunder (including its obligation to fund the Senior Credit Facilities on the Closing Date (as defined below)) in connection with any syndication, assignment or participation of the Senior Credit Facilities, including its commitments in respect thereof, until after the initial funding under the Senior Credit Facilities on the Closing Date has occurred, (ii) no assignment or novation shall become effective (as between you and the Initial Lenders) with respect to all or any portion of any Initial Lender’s commitments in respect of the Senior Credit Facilities until the initial funding of the Senior Credit Facilities by such Initial Lender and (iii) unless you otherwise agree in writing, each Initial Lender shall retain exclusive control over all rights and obligations with respect to its commitments in respect

of the Senior Credit Facilities, including all rights with respect to consents, modifications, supplements, waivers and amendments, until the initial funding under the Senior Credit Facilities on the Closing Date has occurred. Notwithstanding the foregoing, the Lead Arrangers agree not to syndicate any of the Senior Credit Facilities to those persons that are (i) competitors of you and the Target identified by you to us in writing from time to time, (ii) those banks, financial institutions and other persons that are identified by you to us in writing on or prior to the date hereof and (iii) affiliates of the entities in the foregoing clauses (i) and (ii), to the extent such affiliates are either (x) clearly identifiable as such on the basis of such affiliates’ name or (y) have been identified as such by you to us in writing (the entities in the foregoing clauses (i) through (iii), collectively, the “Disqualified Institutions”); provided, further, that in no event shall any supplement to the list of Disqualified Institutions apply retroactively to disqualify any parties that have previously acquired an assignment or participation interest hereunder or under the Senior Credit Facilities prior to the receipt of such supplement.

Without limiting your obligations to assist with syndication efforts as set forth herein during the Syndication Period (as defined below), it is understood that the Initial Lenders’ commitments hereunder are not conditioned upon the syndication of, or receipt of commitments in respect of, the Senior Credit Facilities or your obligations with respect thereto and in no event shall the commencement or successful completion of syndication of the Senior Credit Facilities constitute a condition to the availability or the funding of the Senior Credit Facilities on the Closing Date. You understand that each of the Senior Credit Facilities will be separately syndicated, and until the earlier to occur of (A) a Successful Syndication (as defined in the Fee Letter) and (B) the date that is 60 days following the Closing Date (as defined below) (such period, the “Syndication Period”) you agree to actively assist, and prior to the Closing Date use your commercially reasonable efforts to cause, and on and after the Closing Date, to cause the Target to actively assist, us in completing syndications that are reasonably satisfactory to the Lead Arrangers. Such assistance shall include (1) your using commercially reasonable efforts to ensure that the syndication efforts benefit from your existing banking relationships and to the extent practical, appropriate and not in contravention of the Merger Agreement as in effect on the date hereof, the existing banking relationships of the Target, (2) direct contact between your senior management and advisors, on the one hand, and the proposed Lenders, on the other hand (and your using commercially reasonable efforts, to the extent not in contravention of the Merger Agreement as in effect on the date hereof, to ensure such contact between the senior management of the Target, on the one hand, and the proposed Lenders, on the other hand), (3) your assistance (and your using commercially reasonable efforts, to the extent not in contravention of the Merger Agreement as in effect on the date hereof, to cause the Target to assist) in the prompt preparation of customary confidential information memoranda and other customary marketing materials to be used in connection with the syndications (such marketing materials and confidential information memoranda, collectively, with the Term Sheets and the information and the Projections referred to below, the “Information Materials”), (4) the hosting, with the Lead Arrangers, of one or more meetings of and conference calls with prospective Lenders at times and locations mutually agreed upon (and your using commercially reasonable efforts, to the extent not in contravention of the Merger Agreement as in effect on the date hereof, to cause the senior management of the Target to be available for such meetings and/or conference calls), (5) your using your commercially reasonable efforts to procure, prior to the commencement of the launch of general syndication of the Senior Credit Facilities and the commencement of the Minimum Notes Marketing Period (as defined in Exhibit D), a public corporate credit rating and a public corporate family rating, as the case may be, for the Company and public ratings for each of the Senior Credit Facilities (other than the Revolving Facility (as defined in Exhibit B)) and the Senior Notes (as defined in Exhibit A) from each of Standard & Poor’s Ratings Services and Moody’s Investors Service, Inc., in each case, giving effect to the Transactions and (6) your ensuring (and with respect to the Target and its subsidiaries, your using commercially reasonable efforts, to the extent not in contravention of the Merger Agreement as in effect on the date hereof, to ensure) that there are not any competing issues of debt securities or commercial bank or other credit facilities of you, the Company,

the Target or your or its subsidiaries, offered, placed, announced or arranged (excluding the Senior Credit Facilities, the Senior Notes (as defined below), ordinary course capital leases, purchase money indebtedness and equipment financings or any indebtedness of the Target and its subsidiaries permitted to be incurred or outstanding pursuant to the Merger Agreement) if such debt securities or credit facilities would, in the reasonable judgment of the Lead Arrangers, materially impair the primary syndication of the Senior Credit Facilities. For the avoidance of doubt, you will not be required to provide any information to the extent that the provision thereof would waive or impair attorney-client privilege, or violate any law, rule or regulation, or any obligation of confidentiality binding on you, the Target or your respective affiliates (provided that in the event you do not provide information in reliance on the foregoing, you shall provide notice to the Lead Arrangers that such information is being withheld and, upon request of the Lead Arrangers, you shall use commercially reasonable efforts to (x) to the extent such waiver or consent would not result in a loss of privilege or violate any law, rule or regulation, receive a waiver or consent with respect to such information and (y) if such waiver or consent cannot be obtained, to the extent practicable, communicate the applicable information in a way that would not violate the applicable obligation or risk waiver of such privilege).

The Lead Arrangers will manage, in consultation with you, all aspects of the syndication of the Senior Credit Facilities, including, without limitation, selection of Lenders (with your consent, which shall not be unreasonably withheld or delayed), determination of when the Lead Arrangers will approach potential Lenders and the time of acceptance of the Lenders’ commitments, any naming rights, the final allocations of the commitments among the Lenders (which are likely not to be pro rata across the Senior Credit Facilities among Lenders) and the amount and distribution of fees among the Lenders. To assist the Lead Arrangers in their respective syndication efforts, you agree (subject to the penultimate sentence of the preceding paragraph) promptly to prepare and provide to the Lead Arrangers (and to use commercially reasonable efforts, to the extent not in contravention of the Merger Agreement as in effect on the date hereof, to cause the Target to provide to the Lead Arrangers) all customary information with respect to you, the Target and your and its subsidiaries and the Transactions, including, without limitation, all financial information and the projections of and other forward-looking information with respect to you and the Target (the “Projections”), that the Lead Arrangers may reasonably request in connection with the structuring, arrangement and syndication of the Senior Credit Facilities.

You acknowledge that (a) the Lead Arrangers will make available on a confidential basis an information package and presentation to the proposed syndicate of Lenders by posting the information package and presentation on DebtDomain, SyndTrak, IntraLinks or another similar electronic system and (b) certain prospective Lenders may be “public side” Lenders (i.e., Lenders that have personnel that do not wish to receive material non-public information (within the meaning of the United States federal and state securities laws) with respect to you, the Target, your or its subsidiaries, the respective securities of any of the foregoing or the Transactions and who may be engaged in investment and other market-related activities with respect to such entities’ securities). You agree, at the request of the Lead Arrangers, to assist in the preparation of a version of the confidential information memoranda (and related marketing materials) and presentations to be used in connection with the syndication of the Senior Credit Facilities, consisting exclusively of information and documentation that is (i) publicly available, (ii) not material with respect to the Company, Merger Sub, the Target or your or the Target’s respective subsidiaries, the Transactions or any securities of the Company, Merger Sub, the Target or your or the Target’s respective subsidiaries for purposes of foreign, United States federal and state securities laws or (iii) of a type that would be publicly disclosed in connection with any issuance by the Company, you, the Target or your or their respective subsidiaries of any debt or equity securities issued pursuant to a public offering, Rule 144A offering or other private placement where assisted by a placement agent (all such information and documentation being “Public Lender Information”). Any information and documentation that is not Public Lender Information is referred to herein as “Private Lender Information”. It is understood that in connection with your assistance described

above, you shall provide (and shall use commercially reasonable efforts, to the extent not in contravention of the Merger Agreement as in effect on the date hereof, to cause the Target to provide) us with customary authorization letters for inclusion in any information package and presentation that authorize the distribution of such information to prospective Lenders, contain a representation by you (which representation shall be to the best of your knowledge with respect to information provided by the Target) to the Lead Arrangers that the Public Lender Information does not include information about the Company, the Target, their respective subsidiaries or their respective securities other than as described in clauses (i) through (iii) above and exculpating (A) the Commitment Parties and their respective affiliates with respect to any liability related to the use or misuse of the contents of such confidential information memoranda or any related marketing material by the recipients thereof and (B) you, the Target and your and its affiliates with respect to any liability related to the misuse of such confidential information memoranda or any related marketing material by the recipients thereof. You agree to identify that portion of the Information (as defined below) that may be distributed to the Public Lenders as “PUBLIC”. By marking any Information “PUBLIC”, you shall be deemed to have authorized the Lead Arrangers and the proposed Lenders to treat such information as not containing any information about the Company, the Target, their respective subsidiaries or their respective securities other than as described in clauses (i) through (iii) above. You acknowledge that the following documents contain solely Public Lender Information (unless you notify us promptly that any such document contains Private Lender Information): (1) drafts and final definitive documentation with respect to the Senior Credit Facilities; (2) administrative materials prepared by the Lead Arrangers for prospective Lenders (such as a lender meeting invitation, bank allocation, if any, and funding and closing memoranda); and (3) notification of changes in the terms of the Senior Credit Facilities. You will be solely responsible for the contents of the Information Materials and the Lead Arrangers shall be entitled to use and rely upon the information contained therein without responsibility for independent verification thereof.

4.    Fees. As consideration for our commitments hereunder and our undertakings to arrange, manage, structure and syndicate the Senior Credit Facilities, you agree to pay to us the fees and fulfill the other obligations set forth in the Term Sheets and in the Fee Letter. The terms of the Fee Letter are an integral part of the Initial Lenders’ respective commitments hereunder and constitute a part of this Commitment Letter for all purposes hereof.

5.    Conditions. Our commitments and undertakings hereunder are subject solely to (a)  since the date of the Merger Agreement, no Company Material Adverse Effect (as defined in the Merger Agreement) shall have occurred and (b) satisfaction of the conditions set forth, solely in the case of the Bank Facilities, under the heading “Conditions Precedent to Initial Borrowing” in Exhibit B hereto, solely in the case of the Bridge Facility, under the heading “Conditions Precedent to Borrowing” in Exhibit C hereto and, in each case, the conditions set forth in Exhibit D hereto; provided that there will be no conditions (implied or otherwise) under the definitive documentation for the Senior Credit Facilities to the funding of the Senior Credit Facilities on the Closing Date, including, without limitation, compliance with the terms of this Commitment Letter, the Fee Letter or the definitive documentation for the Senior Credit Facilities, other than those that are expressly stated under the heading “Conditions Precedent to Initial Borrowing” in Exhibit B hereto, under the heading “Conditions Precedent to Borrowing” in Exhibit C hereto and those conditions set forth in Exhibit D hereto, respectively. The conditions set forth in the foregoing clauses (a) and (b) being referred to in this Commitment Letter as the “Specified Conditions”.

Notwithstanding anything in this Commitment Letter, the Term Sheets, the Fee Letter, the Loan Documents or any other letter agreement or other undertaking between us and you concerning the financing of the Transactions to the contrary, (i) the only representations and warranties, the making of which shall be a condition to availability of the Senior Credit Facilities on the Closing Date, shall be (A) such of the representations made by or with respect to the Target in the Merger Agreement as are material to the interests

of the Lenders, but only to the extent that you have the right (taking into account any applicable cure provisions) to terminate your (or any of your affiliates has the right to terminate its) obligations under the Merger Agreement, or to decline to consummate the Acquisition (in each case, in accordance with the terms thereof), as a result of a breach of such representations and warranties in the Merger Agreement (such representations, the “Specified Merger Agreement Representations”) and (B) the Specified Representations (as defined below) made by the Company and the Guarantors in the Loan Documents, and (ii) the terms of the Loan Documents and the Closing Deliverables shall be in a form such that they do not impair availability of the Senior Credit Facilities on the Closing Date if the Specified Conditions are satisfied or waived (it being understood that, to the extent any Collateral (including the creation or perfection of any security interest) referred to in the Term Sheets cannot be provided on the Closing Date (other than the grant and perfection of security interests (x) in assets with respect to which a lien may be perfected by the filing of a financing statement under the Uniform Commercial Code (“UCC”) or (y) in equity interests with respect to which a lien may be perfected by the delivery of a stock (or equivalent) certificate and related executed, undated transfer power (limited, in the case of subsidiaries of the Target, after your use of commercially reasonable efforts to obtain such certificates, to those certificates and related, executed, undated transfer powers that have been provided by the Target on or prior to the Closing Date)) after your use of commercially reasonable efforts to do so, then the delivery of such Collateral shall not constitute a condition precedent to the availability and initial funding of the Senior Credit Facilities on the Closing Date but shall be required to be delivered and/or perfected after the Closing Date pursuant to arrangements and timing to be mutually agreed between the Bank Facilities Administrative Agent (as defined in Exhibit B) and the Company. For purposes hereof, “Specified Representations” means the representations and warranties of the Borrower and the Guarantors to be set forth in the definitive documentation for the Senior Credit Facilities relating to corporate existence and good standing, absence of conflicts with organizational documents (in each case, as they relate to the execution, delivery and performance of the Loan Documents), organizational power and authority, due authorization, execution, delivery and enforceability of the Loan Documents (in each case, as they relate to the execution, delivery and performance of the Loan Documents by the Loan Parties), solvency of the Company and its subsidiaries on a consolidated basis after giving effect to the Transactions (to be determined in a manner consistent with the solvency certificate to be delivered in the form set forth in Annex I attached to Exhibit C), Federal Reserve margin regulations, Investment Company Act, PATRIOT Act (as defined below); use of proceeds not violating the U.S. Treasury’s Office of Foreign Assets Control (“OFAC”) regulations and the U.S. Foreign Corrupt Practices Act (the “FCPA”); and the creation, validity and perfection of security interests in the Collateral (subject to the parenthetical in clause (ii) above). Notwithstanding anything in this Commitment Letter, the Term Sheets, the Fee Letter, the Loan Documents or any other letter agreement or other undertaking concerning the financing of the transactions contemplated hereby to the contrary, the only conditions to availability of the Senior Credit Facilities on the Closing Date are the Specified Conditions (it being understood that there are no conditions (implied or otherwise) to the commitments hereunder (including compliance with the terms of the Commitment Letter, the Fee Letter and the Loan Documents) other than the Specified Conditions that are expressly stated to be conditions to the initial funding under the Senior Credit Facilities on the Closing Date (and upon satisfaction or waiver of such conditions, the initial funding under the Senior Credit Facilities shall occur)). This paragraph, and the provisions herein, shall be referred to as the “Certain Funds Provision”.

6.    Information. You hereby represent and warrant that (and with respect to the Target, to the best of your knowledge that) (a) all written information (other than the Projections and information of a general economic or industry nature) (the “Information”) that has been or will be made available to the Commitment Parties by or on behalf of you or any of your subsidiaries or any of your or their representatives or affiliates is or will be, when furnished, correct in all material respects and does not or will not, as the case may be, taken as a whole, contain any untrue statement of fact or omit to state any fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which

such statements are made (after giving effect to all supplements and updates thereto) and (b) the Projections that have been made or will be made available to the Commitment Parties by or on behalf of you or any of your representatives or affiliates and that have or will be made available to us or any Lender in connection with the Transactions have been or will be, as the case may be, prepared in good faith based upon assumptions believed by you to be reasonable at the time so made available (it being recognized by us that such Projections are subject to significant uncertainties and contingencies, many of which are beyond your control, that no assurance can be given that any particular Projections will be realized, are not to be viewed as facts and that actual results during the period or periods covered by any such Projections may differ from the projected results, and such differences may be material). You agree to supplement the Information and the Projections from time to time until the later of (i) the Closing Date and (ii) the completion of the Syndication Period, so that the representation and warranties in the preceding sentence each remains correct; provided that any such supplementation shall cure any breach of such representations. In arranging the Senior Credit Facilities, including the syndications of the Senior Credit Facilities, we will be entitled to use and rely primarily on the Information and the Projections without responsibility for independent verification thereof.

7.    Expenses. You agree to pay or reimburse each Commitment Party, upon written demand and presentation of a written summary statement (with reasonably supporting detail if you shall so request) for all reasonable and documented out-of-pocket costs and expenses (including, without limitation, expenses of such Commitment Party’s due diligence investigation, syndication expenses, travel expenses and reasonable fees, disbursements and other charges of counsel identified in the Term Sheets, Shearman & Sterling LLP, as counsel to Credit Suisse prior to the date hereof but not in excess of $100,000, and one additional local counsel in each relevant jurisdiction) incurred by such Commitment Party or its affiliates (whether incurred before or after the date hereof) in connection with the Senior Credit Facilities and the preparation, negotiation, execution and delivery of this Commitment Letter, the Term Sheets and Fee Letter, the Loan Documents and any security arrangements in connection therewith and the administration, amendment, modification or waiver or enforcement thereof. You further agree to pay all reasonable and documented out-of-pocket costs and expenses of each Commitment Party and its affiliates (including, without limitation, reasonable fees and disbursements of counsel) incurred in connection with the enforcement of any of its rights and remedies hereunder.

8.    Indemnification. You agree to indemnify and hold harmless each Commitment Party and its affiliates and each Commitment Party’s and its affiliates’ respective officers, directors, employees, advisors, agents, other representatives and controlling persons (each Commitment Party and each such other person being an “Indemnified Person”), from and against any and all losses, claims, damages, liabilities and expenses, joint or several, to which any such Indemnified Person may become subject arising out of or in connection with any claim, litigation, investigation or proceeding (any of the foregoing, a “Proceeding”) relating to this Commitment Letter, the Term Sheets, the Fee Letter, the Transactions and the other transactions contemplated hereby, the Senior Credit Facilities or the use of proceeds thereof, regardless of whether any such Indemnified Person is a party thereto or whether a Proceeding is brought by a third party or by you or the Target or any of your or the Target’s affiliates, creditors or shareholders or any other person, and to reimburse each such Indemnified Person upon demand for any reasonable legal or other out-of-pocket expenses incurred in connection with investigating or defending any of the foregoing by one counsel to the Indemnified Persons taken as a whole and, if necessary, one firm of local counsel in each appropriate jurisdiction to the Indemnified Persons taken as a whole, and, in the case of an actual or perceived conflict of interest, one additional counsel to the affected Indemnified Persons taken as a whole; provided that the foregoing indemnity will not, as to any Indemnified Person, apply to losses, claims, damages, liabilities or related expenses to the extent they have been determined in a final, non-appealable judgment of a court of competent jurisdiction to have resulted from (i) (a) the gross negligence, bad faith or willful misconduct of such Indemnified Person or its Related Persons (as defined below) or (b) a material breach of obligations of

such Indemnified Persons under this Commitment Letter or the Fee Letter or (ii) any Proceeding that does not involve an act or omission of you or the Target or any of your or its affiliates and that is brought by an Indemnified Person against another Indemnified Person (other than any claim, litigation, arbitration, investigation or other proceeding brought by or against any Indemnified Person in its role as an agent or an arranger in respect of any Senior Credit Facility); provided, further, that such Indemnified Person shall promptly repay you all expense reimbursements previously made pursuant to this paragraph to the extent that such Indemnified Person is finally determined not to be entitled to indemnification hereunder as contemplated by the preceding proviso of this paragraph. Notwithstanding any other provision of this Commitment Letter, and without limitation of your indemnification obligations set forth herein, no party hereto shall be liable for (x) any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems, except to the extent such damages have been determined in a final, non-appealable judgment of a court of competent jurisdiction to have resulted from the willful misconduct or gross negligence of such person or (y) any special, indirect, consequential or punitive damages in connection with the Senior Credit Facilities, the Transaction, this Commitment Letter, the Term Sheets, the Fee Letter or any other transaction contemplated hereby or thereby. For purposes hereof, a “Related Person” of an Indemnified Person means (A) any controlling person or controlled affiliate of such person, (B) the respective directors, officers or employees of such person or any of its controlling persons or controlled affiliates and (C) the respective agents of such person or any of its controlling persons or controlled affiliates, in the case of this clause (C), acting on behalf of or at the express instructions of such person, controlling person or controlled affiliate.

You shall not be liable for any settlement of any Proceedings effected without your consent (which consent shall not be unreasonably conditioned, withheld or delayed), but if settled with your written consent or if there is a final judgment in any such Proceedings, you agree to indemnify and hold harmless each Indemnified Person from and against any and all losses, claims, damages, liabilities and expenses by reason of such settlement or judgment in accordance with the preceding paragraph. You shall not, without the prior written consent of an Indemnified Person (which consent shall not be unreasonably conditioned, withheld or delayed), effect any settlement or consent to the entry of any judgment of any pending or threatened Proceedings in respect of which indemnity could have been sought hereunder by such Indemnified Person unless such settlement (1) includes an unconditional release of such Indemnified Person in form and substance satisfactory to such Indemnified Person from all liability or claims that are the subject matter of such Proceedings, (2) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person and (3) contains customary confidentiality and non-disparagement provisions.

In the event that an Indemnified Person is requested or required to appear as a witness in any action brought by or on behalf of or against you or any of your subsidiaries or affiliates in which such Indemnified Person is not named as a defendant, you agree to reimburse such Indemnified Person for all reasonable expenses incurred by it in connection with such Indemnified Person’s appearing and preparing to appear as such a witness, including, without limitation, the reasonable fees and expenses of its legal counsel.

9.    Confidentiality; Absence of Fiduciary Duty; Etc.. You agree that you will not disclose, directly or indirectly, the Fee Letter and the contents thereof or this Commitment Letter and the Term Sheets and the contents hereof and thereof, or the activities of the Commitment Parties pursuant hereto or thereto, to any person without prior written approval of the Commitment Parties, except that you may disclose (a) the Commitment Letter, the Term Sheets, the Fee Letter and the contents hereof and thereof (i) to your officers, directors, agents, employees, attorneys, accountants, advisors and other representatives and controlling persons, in each case to the extent directly involved in the consideration of this matter on a confidential and need-to-know basis, (ii) as required by applicable law, regulation or compulsory legal process and (iii) in

any legal, judicial or administrative proceeding or other compulsory process or otherwise required by applicable law or regulations (in which case you agree to provide prompt written notice thereof, such notice to be provided in advance to the extent permitted by applicable law), (b) this Commitment Letter, the Term Sheets and the contents hereof and thereof and the Fee Letter and the contents thereof on a redacted basis, with such redaction to be reasonably acceptable to the Lead Arrangers, to the Target and its officers, directors, employees, attorneys, accountants, advisors, other representatives and controlling persons in each case in connection with the Transactions and on a confidential and need-to-know basis, (c) the existence and contents of the Term Sheets to potential Lenders in connection with the Transactions and (d) to the extent required by applicable law, the existence and contents of this Commitment Letter and the Term Sheets in any public filing or prospectus in connection with the Acquisition or the financing thereof (it being acknowledged that the fees in the Fee Letter may be included generically in projections and pro forma information and in a generic disclosure of aggregate sources and uses contained in such syndication and other marketing materials or in any prospectus or offering memorandum related to the Senior Notes (or any securities issues in lieu thereof)). You agree that you will permit the applicable Commitment Party to review and approve any reference to such Commitment Party or any of its affiliates in connection with the Senior Credit Facilities or the Transactions contained in any press release or similar public disclosure prior to public release. Your obligations under this paragraph with regard to this Commitment Letter (but not the Fee Letters) shall terminate on the earlier of (x) the second anniversary of the date hereof or (y) two years following the termination of this Commitment Letter in accordance with its terms.

We shall use all confidential information received by us in connection with the Acquisition and the other transactions contemplated by this Commitment Letter solely for the purposes of providing the services that are the subject of this Commitment Letter and shall treat confidentially all such information; provided, however, that nothing herein shall prevent us from disclosing any such information (i) subject to your approval of the information to be disclosed, to rating agencies, (ii) to any Lenders or participants, prospective Lenders or participants or any direct or indirect contractual counterparties (or prospective counterparties) to any swap or derivative transaction relating to the Company and its obligations under the Senior Credit Facilities, (iii) in any legal, judicial, administrative proceeding or other compulsory process or otherwise as required by applicable law or regulations (in which case we agree to promptly notify you to the extent permitted by law, and to use reasonable efforts to provide such notice in advance), (iv) upon the request or demand of any regulatory (including self-regulatory) authority having or purporting to have jurisdiction over us or our affiliates (in which case we agree to, except with respect to any audit or examination conducted by bank accountants or any governmental bank regulatory or self-regulatory authority exercising examination or regulatory authority, promptly notify you to the extent lawfully permitted to do so, and to use reasonable efforts to provide such notice in advance), (v) to our affiliates and our and our affiliates’ officers, directors, agents, employees, attorneys, accountants and advisors (collectively, “Representatives”) who are informed of the confidential nature of such information and are or have been advised of their obligation to keep information of this type confidential, (provided that any such Representative is advised of its obligation to retain such information as confidential, and we shall be responsible for our Representatives’ compliance with this paragraph) solely in connection with the Acquisition and the other transactions contemplated by this Commitment Letter, (vi) to the extent any such information becomes publicly available other than by reason of disclosure by us, our affiliates or Representatives in breach of this Commitment Letter, or to the extent any such information is developed independently by us (vii) to the extent not known or ought to have been known by us to consist of material non-public information and (viii) for purposes of establishing a “due diligence” defense or in connection with the exercise of any rights or remedies; provided that the disclosure of any such information to any Lenders or prospective Lenders, participants or prospective participants or derivative counterparties or prospective derivative counterparties referred to above shall be made subject to the acknowledgment and acceptance by such Lender or prospective Lender, participant or prospective participant or derivative counterparty or prospective derivative counterparty that such information is being

disseminated on a confidential basis (on substantially the terms set forth in this paragraph or as is otherwise reasonably acceptable to you and us, including, without limitation, as agreed in any confidential information memorandum or other marketing materials) in accordance with our standard syndication processes or customary market standards for dissemination of such type of information. Our obligations under this paragraph shall automatically expire upon the earlier of execution and delivery of the Loan Documents and the second anniversary of the date hereof.

You acknowledge that each Commitment Party and its affiliates may be providing debt financing, equity capital or other services (including, without limitation, financial advisory services) to other companies in respect of which you may have conflicting interests regarding the transactions described herein and otherwise. The Commitment Parties and their respective affiliates will not use confidential information obtained from you by virtue of the transactions contemplated by this Commitment Letter or any of their other relationships with you in connection with the performance by them and their affiliates of services for other companies, and except as expressly permitted hereby, the Commitment Parties and their respective affiliates will not furnish any such information to such other companies. By the same token, we will not make available to you confidential information that we have obtained or may obtain from any other customer. You also acknowledge that no Commitment Party, nor any of its affiliates, have any obligation to use in connection with the transactions contemplated by this Commitment Letter, or to furnish to you, the Target or your or its subsidiaries, confidential information obtained by such Commitment Party and its affiliates from other companies.

In connection with all aspects of each transaction contemplated by this Commitment Letter, you acknowledge and agree, and acknowledge your affiliates’ understanding, that: (A) each of the Senior Credit Facilities and any related arranging or other services described in this Commitment Letter is an arm’s-length commercial transaction between you and your affiliates, on the one hand, and the Commitment Parties, on the other hand, (B) the Commitment Parties have not provided any investment, legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby and you have consulted your own investment, legal, accounting, regulatory and tax advisors to the extent you have deemed appropriate and neither you, nor any of your affiliates, have received, or have relied upon, the advice of the Commitment Parties or any of their respective affiliates or advisors regarding investment, legal, regulatory, accounting or tax matters, (C) you are capable of evaluating, and understand and accept, the terms, risks and conditions of the transactions contemplated hereby, (D) in connection with the financing transactions contemplated hereby and the process leading to such transactions, each of the Commitment Parties has been, is, and will be acting solely as a principal and has not been, is not, and will not be acting as an advisor, agent or fiduciary for you or the Target or any of your or the Target’s affiliates, stockholders, creditors or employees or any other party, (E) the Commitment Parties have not assumed and will not assume an advisory, agency or fiduciary responsibility in your or your affiliates’ favor with respect to any of the financing transactions contemplated hereby or the process leading thereto, and the Commitment Parties have no obligation to you or your affiliates with respect to the financing transactions contemplated hereby except those obligations expressly set forth in this Commitment Letter and (F) the Commitment Parties and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from yours and those of your affiliates, and the Commitment Parties have no obligation to disclose any of such interests to you or your affiliates. To the fullest extent permitted by law, you hereby waive and release any claims that you may have against the Commitment Parties with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any financing transaction contemplated by this Commitment Letter.

You acknowledge and agree that each Commitment Party is a full service securities firm that is engaged in securities trading and brokerage activities, as well as providing investment banking and financial advisory services. In the ordinary course of business, each Commitment Party may provide investment

banking, commercial banking and other financial services to, and/or acquire, hold or sell, for its own account, or the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of you, the Target and other companies with which you, the Sponsor or the Target may have commercial or other relationships. With respect to any securities and/or financial instruments so held by the Commitment Parties, their affiliates or any of their respective customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights in its sole discretion.

10.    Termination. Our commitments and undertakings hereunder shall terminate in their entirety automatically without further notice or action by us on the first to occur of (a) May 26, 2018 (or, if the End Date (as defined in the Merger Agreement) is extended in accordance with Section 10.1(b)(i) of the Merger Agreement, August 26, 2018), if the Closing Date shall not have occurred by such date, (b)(i) with respect to our commitments and undertakings hereunder in respect of the Bank Facilities, consummation of the Acquisition without the funding of the Bank Facilities and (ii) with respect to our commitments and undertakings hereunder in respect of the Bridge Facility, consummation of the Acquisition without the funding of the Bridge Facility, (c) the date of execution and delivery of the Loan Documents by the Borrower and the Lenders and (d) the termination of the Merger Agreement by you in accordance with its terms prior to the Closing Date.

The Fee Letter and the compensation, reimbursement, indemnification, syndication, jurisdiction, absence of fiduciary relationship, governing law, waiver of jury trial and confidentiality provisions contained herein shall remain in full force and effect regardless of whether the Loan Documents shall be executed and delivered and notwithstanding the termination of this Commitment Letter or any Lender’s commitments hereunder; provided that your obligations under this Commitment Letter (other than your obligations with respect to (a) assistance to be provided in connection with the syndication of the Senior Credit Facilities and (b) confidentiality) shall automatically terminate and be superseded by any corresponding provisions of the Loan Documents covering the same subject matter upon the execution and delivery thereof, and you shall automatically be released from all liability hereunder in connection therewith at such time.

11.    Assignment; etc. This Commitment Letter and the commitments and undertakings hereunder shall not be assignable by any party hereto without the prior written consent of each other party hereto, and any attempted assignment shall be void and of no effect; provided, however, that nothing contained in this paragraph shall prohibit us (in our sole discretion), subject to the terms of this Commitment Letter, including Section 3 hereof, from granting participations in, or selling assignments of all or a portion of, the commitments or the advances under the Senior Credit Facilities. This Commitment Letter is intended to be solely for the benefit of the parties hereto and is not intended to confer any benefits upon, or create any rights in favor of, any person other than the parties hereto and the Indemnified Persons, except that, subject to the limitations in Section 3, the Commitment Parties may perform the duties and activities described hereunder through any of their respective affiliates or branches and the provisions of the third preceding paragraph shall apply with equal force and effect to any of such affiliates or branches so performing any such duties or activities.

Each of the parties hereto agrees that this Commitment Letter is a binding and enforceable agreement with respect to the subject matter contained herein, including the good faith negotiation of the Loan Documents by the parties hereto in a manner consistent with this Commitment Letter, it being understood and agreed that the commitments provided hereunder by the Commitment Parties and the funding of the Senior Credit Facilities on the Closing Date are subject only to the Specified Conditions.

12.    Governing Law; Waiver of Jury Trial; etc. This Commitment Letter, the Term Sheets and the Fee Letter shall be governed by and construed in accordance with the laws of the State of New York, and together constitute the entire agreement between the parties relating to the subject matter

13.    Amendments; Counterparts; etc. No amendment or waiver of any provision hereof, the Term Sheets or the Fee Letter shall be effective unless in writing and signed by the parties hereto and then only in the specific instance and for the specific purpose for which given. This Commitment Letter may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page of this Commitment Letter by facsimile transmission (or in “pdf” or similar format by electronic mail) shall be effective as delivery of a manually executed counterpart of this Commitment Letter.

14.    PATRIOT Act Notification. We hereby notify you that pursuant to the requirements of the USA PATRIOT Act, Title III of Pub. L. 107-56 (signed into law October 26, 2001) (as the same may be amended and in effect from time to time, the “PATRIOT Act”), each Commitment Party is required to obtain, verify and record information that identifies the Company and the Guarantors, which information includes the name, address, tax identification number and other information regarding the Company and the Guarantors that will allow the Commitment Parties to identify the Company and the Guarantors in accordance with the

PATRIOT Act. This notice is given in accordance with the requirements of the PATRIOT Act and is effective as to each Commitment Party and each Lender. You hereby acknowledge and agree that the Commitment Parties shall be permitted to share any or all such information with the Lenders.

15.    Public Announcements; Notices. We may, subject to your prior written consent (not to be unreasonably withheld, delayed or conditioned), at our expense, publicly announce as we may choose the capacities in which we or our affiliates have acted hereunder. Any notice given pursuant to this Commitment Letter shall be mailed or hand delivered in writing to each person at the applicable address set forth on page one hereof.

If the foregoing proposal is acceptable to you, please so confirm by signing and returning to us executed counterparts of this Commitment Letter and the Fee Letter. Unless we receive your executed counterparts hereof and thereof by 11:59 p.m., New York City time, on the date that is ten days from the date hereof, our offer hereunder will automatically expire at such time without further action or notice.

We are pleased to have this opportunity and we look forward to working with you on this transaction.

Very truly yours,

ROYAL BANK OF CANADA

CREDIT SUISSE SECURITIES (USA) LLC

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH

BARCLAYS BANK PLC

CITIGROUP GLOBAL MARKETS INC.

  

MEREDITH CORPORATION

    

Capitalized terms used but not defined in this Exhibit A shall have the meanings set forth in the Commitment Letter to which this Exhibit A is attached or the other Exhibits to the Commitment Letter.

Pursuant to the Merger Agreement, the Company intends to acquire all of the equity interests of the Target. In connection with the foregoing, it is intended that:

(a)    The Company and Merger Sub will enter into that certain Agreement and Plan of Merger, dated as of the date hereof, with the Target (together with the exhibits and disclosure schedules thereto, the “Merger Agreement”), whereby Merger Sub will merge with and into the Target, with the separate existence of Merger Sub ceasing and the Target continuing as the surviving corporation in the merger as a direct wholly-owned subsidiary of the Company (the “Merger”). At the effective time of the Merger, each share of common stock of the Target will be converted into the right to receive cash.

(b)    Certain investors reasonably acceptable to the Lead Arrangers (it being understood that Koch Equity Development LLC (“Koch”) is an acceptable investor) (collectively, the “Investors”) will directly or indirectly make cash equity contributions to the Company, the gross proceeds of which will be further contributed, directly or indirectly to Merger Sub (such contributions to be a newly issued series of preferred stock in a form reasonably satisfactory to the Lead Arrangers, it being understood that the terms set forth in the Equity Commitment Letter, between Koch and the Company, dated as of the date hereof are reasonably satisfactory) in an aggregate amount of $650 million (the foregoing cash equity contributions in Holdings and Merger Sub, the “Equity Contribution”).

(c)    The Company will obtain senior secured credit facilities in an aggregate principal amount of $2,150 million (as such aggregate principal amount may be reduced, if applicable, only as expressly set forth in paragraph 2 of Exhibit D) comprising (i) a senior secured first lien revolving credit facility in an aggregate principal amount of $350 million (the “Revolving Facility”) and (ii) a senior secured first lien term loan B facility in an aggregate principal amount of $1,800 million (the “Term Loan B Facility”; the Term Loan B Facility, together with the Revolving Facility, the “Bank Facilities”).

(d)    In addition to the Equity Contribution described in clause (b) above and the Bank Facilities described in clause (c) above, the Borrower will either (i) issue and sell senior unsecured notes providing for gross proceeds of up to $1,400 million (the “Senior Notes”) pursuant to a registered public offering or Rule-144A and/or Regulation S under the Securities Act (as defined in Exhibit C) or other private placement or (ii) if and to the extent that all or any portion of such Senior Notes providing such amount of gross proceeds have not been issued and sold on or prior to the Closing Date, obtain up to $1,400 million (less the amount of gross proceeds from any Senior Notes issued on or prior to the Closing Date) under a senior unsecured bridge facility (the “Bridge Facility” and, together with the Bank Facilities, the “Senior Credit Facilities”).

(e)    All the existing indebtedness for borrowed money of the Company and the Target (excluding certain limited indebtedness that the Lead Arrangers reasonably agree may remain outstanding after the Closing Date, including without limitation existing capital leases and letters

of credit) will be refinanced or repaid in full (or substantially simultaneously with the initial borrowing under the Senior Credit Facilities shall be refinanced or repaid in full), all commitments in respect thereof terminated, and all security and guaranties in respect thereof discharged and released (the “Refinancing”).

(f)    The proceeds of the Senior Credit Facilities, the Equity Contribution and, if applicable, the proceeds of any Senior Notes (or other securities issued in lieu thereof) on the Closing Date will be applied (i) to pay the consideration in connection with the Acquisition, (ii) to pay the fees and expenses incurred in connection with the Transactions (such fees and expenses, the “Transaction Costs”) and (iii) to pay for the Refinancing.

The transactions described above (including the payment of Transaction Costs) are collectively referred to herein as the “Transactions”; the date of initial funding under the Senior Credit Facilities and the consummation of the other Transactions is referred to herein as the “Closing Date”.

Capitalized terms used but not defined in this Exhibit B shall have the meanings set forth in the Commitment Letter to which this Exhibit B is attached or the other Exhibits to the Commitment Letter.

Capitalized terms used but not defined in this Exhibit C shall have the meanings set forth in the Commitment Letter to which this Exhibit C is attached or the other Exhibits to the Commitment Letter.

Capitalized terms used in this Exhibit D shall have the meanings set forth in the Commitment Letter to which this Exhibit D is attached and the other Exhibits to the Commitment Letter. In the case of any such capitalized term that is subject to multiple and differing definitions, the appropriate meaning thereof in this Exhibit D shall be determined by reference to the context in which it is used.

The initial borrowings under the Senior Credit Facilities shall be subject to the following conditions precedent subject in all respects to the Certain Funds Provision:

1.    Loan Documents consistent with the Term Sheets and the Commitment Letter (including, without limitation, the Guarantees and Collateral to the extent required by the Commitment Letter and Term Sheets) shall have been executed by the Borrower and Guarantors, as applicable, and delivered to the Administrative Agent.

2.    The Acquisition shall have been consummated, or substantially simultaneously with the initial borrowing under the Senior Credit Facilities shall be consummated, in all material respects in accordance with the Merger Agreement (and no provision of the Merger Agreement shall have been waived, amended, supplemented or otherwise modified (including any consents thereunder) in a manner material and adverse to the Lenders or the Lead Arrangers without the consent of the Lead Arrangers (such consent not to be unreasonably withheld, delayed or conditioned)) (it being understood that (a) any modification, amendment, consent, waiver or determination in respect of the definition of “Company Material Adverse Effect” shall be deemed to be material and adverse to the interests of the Lenders and the Lead Arrangers, (b) any reduction in the purchase price consideration of less than 10% shall be deemed not to be material and adverse to the Lenders and the Lead Arrangers so long as such reduction is applied to reduce the Term Loan B Facilities and the Bridge Facility (and ratably between them) and (c) any increase in the purchase price shall be deemed to be not materially adverse to the Lenders and the Lead Arrangers so long as such increase is funded with common equity or other equity, provided that equity other than common equity shall be on terms reasonably satisfactory to the Lead Arrangers).

3.    The Equity Contribution (in at least the amount set forth in the definition thereof) and the Refinancing shall each have been consummated, or substantially simultaneously with the initial borrowing under the Senior Credit Facilities, shall be consummated. After giving effect to the Acquisition, the Refinancing and the other transactions contemplated hereby, the Borrower and its restricted subsidiaries shall have outstanding no indebtedness or disqualified equity other than (i) the loans and other extensions of credit under the Senior Credit Facilities and the Senior Notes (or any securities issued in lieu thereof), (ii) other indebtedness permitted to remain outstanding under the Loan Documents and the Senior Notes (or any securities issued in lieu thereof), (iii) indebtedness permitted to be incurred under the Loan Documents and any Senior Notes (or any securities issued in lieu thereof) prior to, and permitted to remain outstanding on, the closing date of the Merger and (iv) ordinary course capital leases, purchase money indebtedness, equipment financings, letters of credit and surety bonds permitted under the Loan Documents and any Senior Notes (or any securities issued in lieu thereof).

4.    The Administrative Agent shall have received (a) subject to the Certain Funds Provision, with respect to the Bank Facilities, all documents and instruments required to create and perfect the Bank Facilities Administrative Agent’s security interest in the Collateral in respect of the Bank Facilities, (b) a

reasonably satisfactory certificate in the form attached hereto as Annex A attesting to the solvency of the Borrower and its subsidiaries on the Closing Date on a consolidated basis after giving effect to the Transactions from the chief financial officer or another senior financial officer of the Company and (c) a customary borrowing notice (which borrowing notice shall not contain any representations other than representations consistent with the Certain Funds Provision), (d) a customary closing officer’s certificate and (e) such legal opinions, documents and other instruments as are customary for transactions of this type (including corporate documents and officers’ and public officials’ certifications, customary evidence of authority and customary lien and judgment searches, collectively, the “Closing Deliverables”).

5.    The Lead Arrangers shall have received (a) audited consolidated balance sheets and related statements of income, changes in equity and cash flows of the Company and the Target, in each case, for the three most recently completed fiscal years ended at least 90 days prior to the Closing Date (the Lead Arrangers acknowledge receipt of such audited financial statements, for the Company, for the fiscals years ended June 30, 2015, June 30, 2016 and June 30, 2017 and, for the Target, for the fiscals years ended December 31, 2014, December 31, 2015 and December 31, 2016 and agree that, with respect to such audited financial information each of the Company and the Target for any subsequent fiscal year, such condition shall be deemed satisfied through the filing by the Company or the Target, as the case may be, of the annual report on Form 10-K with respect to such fiscal year) and (b) unaudited consolidated balance sheets and related statements of income, changes in equity and cash flows of the Company and the Target, in each case, for each subsequent fiscal quarter (other than the fourth fiscal quarter of any fiscal year) ended at least 45 days prior to the Closing Date ((the Lead Arrangers acknowledge receipt of such unaudited financial statements, for the Company, for the fiscal quarter ended September 30, 2017 and for the Target, for the fiscal quarters ended March 31, 2017, June 30, 2017 and September 30, 2017, and agree that, with respect to such unaudited financial statements for any fiscal year or quarter, such condition shall be deemed satisfied through the filing by the Company or the Target, as the case may be, of the annual or quarterly report on Form 10-K or 10-Q, as applicable, with respect to each such fiscal year or quarter).

6.    The Lead Arrangers shall have received an unaudited pro forma consolidated balance sheet of the Company and its subsidiaries as of the date of the most recent consolidated balance sheet delivered pursuant to the preceding paragraph and a pro forma statement of operations and Adjusted EBITDA for the twelve-month period ending on such balance sheet date, in each case adjusted to give effect to the Transactions, the other transactions related thereto and such other adjustments as are reflected in the Financial Model.

7.    The Borrower and each of the Guarantors shall have provided no less than three business days prior to the Closing Date the documentation and other information to the Lenders that are reasonably requested by the Lenders no later than ten business days prior to the Closing Date under the applicable “know-your-customer” rules and regulations, including, without limitation, the PATRIOT Act.

8.    All accrued costs, fees and expenses (including, without limitation, reasonable legal fees and expenses and the fees and expenses of any other advisors) and other compensation due and payable to the Administrative Agents, the Lead Arrangers and the Lenders and required by the Commitment Letter or the Fee Letter to be paid on the Closing Date shall have been paid, in the case of expenses, to the extent a reasonably detailed invoice has been delivered to the Company at least two business days prior to the Closing Date (provided that the foregoing amounts may, at the Company’s option, be offset against the proceeds of the Senior Credit Facilities funded on the Closing Date).

9.    Subject to the Certain Funds Provision, the Specified Representations shall be true and correct in all material respects (provided that any such representation or warranty that is qualified as to “materiality”, “material adverse effect” or similar language shall be true and correct in all respects (after

giving effect to any such qualification therein)) and the Specified Merger Agreement Representations shall be true and correct in all respects.

10.    The Information Materials with respect to the Senior Credit Facilities shall have delivered to the Lead Arrangers at least fifteen consecutive business days prior to the Acquisition Date (as defined below) (such fifteen day period, the “Marketing Period”); provided that such Marketing Period shall not commence until January 2, 2018.

11.    As a condition to the availability of the Bridge Facility, (a) the Borrower shall have engaged one or more investment banks reasonably satisfactory to the Lead Arrangers (the “Investment Banks”) and delivered to such Investment Banks at least fifteen consecutive business days prior to the date the Acquisition is required to be consummated (such date, the “Acquisition Date”) and ending no later than the business day immediately preceding the Closing Date (provided that such period shall not commence until January 2, 2018) a complete customary preliminary offering memorandum (the “Offering Memorandum”) suitable for use in a customary roadshow for high yield debt securities in a form customary for transactions of this type, containing customary information (other than a “description of notes” and information customarily provided by the Commitment Parties or their counsel; provided that the Borrower shall have used good faith efforts to finalize the “description of notes”), including all audited financial statements, all unaudited financial statements (which shall have been reviewed by the independent accountants for the Borrower or the Target, as the case may be, as provided in Statement on Auditing Standards No. 100 (subject to exceptions customary for a Rule 144A offering involving high yield debt securities)), in each case to the extent required by paragraph 5 of this Exhibit D, and all appropriate pro forma financial statements prepared in accordance with, or reconciled to, generally accepted accounting principles and practices in the United States and prepared in accordance with Regulation S-X under the Securities Act of 1933, as amended, and all other data (including selected financial data) that the Securities and Exchange Commission would require in a registered offering of such securities or that would be necessary for the Investment Banks to receive customary comfort (including “negative assurance” comfort) from independent accountants in connection with such offering consistent with recent high yield transactions of this type in Rule 144A offerings, and, in the case of the annual financial statements, the auditors’ reports thereon, and that satisfies the requirements of this clause (11) throughout such fifteen consecutive business day period (the “Minimum Notes Marketing Period”). The Offering Memorandum will not be required to include financial statements that would be required by Rules 3-03(e) (solely with respect to the Target), 3-05, 3-09, 3-10, 3-16 or 4-08 of Regulation S-X, segment reporting and disclosure with respect to the Target (including any required by Regulation S-K Item 101(b) and FASB Accounting Standards Codification Topic 280), earnings per share information, information regarding executive compensation (including under Rule 402(b) of Regulation S-K) or other information customarily excluded from an offering memorandum for a Rule 144A offering; provided that customary data as to the total assets, revenue, EBITDA, Adjusted EBITDA and liabilities of non-guarantor subsidiaries shall be provided.

To the Administrative Agent and each of the Lenders party to the Credit Agreement referred to below:

I, the undersigned [chief financial officer] of [●], a corporation organized under the laws of Iowa (the “Borrower”), in that capacity only and not in my individual capacity (and without personal liability), do hereby certify as of the date hereof, and based upon facts and circumstances as they exist as of the date hereof (and disclaiming any responsibility for changes in such facts and circumstances after the date hereof), that:

1.    This certificate is furnished to the Administrative Agent and the Lenders pursuant to Section [●] of the [Senior Unsecured Bridge] Credit Agreement, dated as of [●], 2018, among the Borrower, the Lenders from time to time party thereto and [●], as administrative agent and collateral agent (in such capacity, the “Administrative Agent”) (the “Credit Agreement”). Unless otherwise defined herein, capitalized terms used in this certificate shall have the meanings set forth in the Credit Agreement.

2.    For purposes of this certificate, the terms below shall have the following definitions:

(a)    “Fair Value”

The amount at which the assets (both tangible and intangible), in their entirety, of the Borrower and its subsidiaries taken as a whole would change hands between a willing buyer and a willing seller, within a commercially reasonable period of time, each having reasonable knowledge of the relevant facts, with neither being under any compulsion to act.

(b)    “Present Fair Salable Value”

The amount that could be obtained by an independent willing seller from an independent willing buyer if the assets (both tangible and intangible) of the Borrower and its subsidiaries taken as a whole are sold with reasonable promptness in an arm’s-length transaction under present conditions for the sale of comparable business enterprises insofar as such conditions can be reasonably evaluated.

(c)    “Stated Liabilities”

The recorded liabilities (including contingent liabilities that would be recorded in accordance with GAAP) of the Borrower and its subsidiaries taken as a whole, as of the date hereof after giving effect to the consummation of the Transactions (including the execution and delivery of the Credit Agreement, the making of the Loans and the use of proceeds of such Loans on the date hereof), determined in accordance with GAAP consistently applied.

(d)    “Identified Contingent Liabilities”

The maximum estimated amount of liabilities reasonably likely to result from pending litigation, asserted claims and assessments, guaranties, uninsured risks and other contingent liabilities of the Borrower and its subsidiaries taken as a whole after giving effect to the Transactions (including the execution and delivery of the Credit Agreement, the making of the Loans and the use of proceeds of such Loans on the date hereof) (including all fees and expenses related thereto but exclusive of such contingent liabilities to the extent reflected in Stated Liabilities), as identified and explained in terms of their nature and estimated magnitude by responsible officers of the Borrower.

(e)    “Will be able to pay their Stated Liabilities and Identified Contingent Liabilities as they mature”

For the period from the date hereof through the Maturity Date, the Borrower and its subsidiaries taken as a whole will have sufficient assets and cash flow to pay their respective Stated Liabilities and Identified Contingent Liabilities as those liabilities mature or (in the case of Identified Contingent Liabilities) otherwise become payable, in light of business conducted or anticipated to be conducted by the Borrower and its subsidiaries as reflected in the projected financial statements and in light of the anticipated credit capacity.

(f)    “Do not have Unreasonably Small Capital”

The Borrower and its subsidiaries taken as a whole after consummation of the Transactions is a going concern and has sufficient capital to reasonably ensure that it will continue to be a going concern for the period from the date hereof through the Maturity Date. I understand that “unreasonably small capital” depends upon the nature of the particular business or businesses conducted or to be conducted, and I have reached my conclusion based on the needs and anticipated needs for capital of the business conducted or anticipated to be conducted by the Borrower and its subsidiaries as reflected in the projected financial statements and in light of the anticipated credit capacity.

3.    For purposes of this certificate, I, or officers of the Borrower under my direction and supervision, have performed the following procedures as of and for the periods set forth below.

(a)    I have reviewed the financial statements (including the pro forma financial statements) referred to in Section [●] of the Credit Agreement.

(b)    I have knowledge of and have reviewed to my satisfaction the Credit Agreement.

(c)    As chief financial officer of the Borrower, I am familiar with the financial condition of the Borrower and its subsidiaries.

4.    Based on and subject to the foregoing, I hereby certify on behalf of the Borrower that after giving effect to the consummation of the Transactions (including the execution and delivery of the Credit Agreement, the making of the Loans and the use of proceeds of such Loans on the date hereof), it is my opinion that (i) the Fair Value of the assets of the Borrower and its subsidiaries taken as a whole exceeds their Stated Liabilities and Identified Contingent Liabilities, (ii) the Present Fair Salable Value of the assets of the Borrower and its subsidiaries taken as a whole exceeds their Stated Liabilities and Identified Contingent Liabilities; (iii) the Borrower and its subsidiaries taken as a whole do not have Unreasonably Small Capital; and (iv) the Borrower and its subsidiaries taken as a whole will be able to pay their Stated Liabilities and Identified Contingent Liabilities as they mature.

IN WITNESS WHEREOF, the undersigned has executed this certificate in such undersigned’s capacity as [chief financial officer] of the Borrower, on behalf of the Borrower, and not individually, as of the date first stated above.