Contract analysis

Section 1. Recitals A. Aurelius Media Holdings Inc., in its capacity as Payee, is the sole holder and payee of that certain Intercompany Promissory Note (the "Note"), originally issued on or about March 12, 2021, by Meridian Press Holdings LLC, a Delaware limited liability company (Secretary of State file no. 4521889) (the "Maker" or the "Company"), in favor of Aurelius Media Holdings Inc., in the original principal

Section 2. Payoff Amount 2.1. The total outstanding principal amount of the Note as of the date hereof is $50,000,000.00 (Fifty Million and 00/100 Dollars). 2.2. Accrued and unpaid interest through and including November 15, 2024 is $0.00. By way of explanation, the Note bears interest at a rate of zero percent (0.0%) per annum, as is customary for intercompany promissory notes issued between affiliates within a cons

Section 3. Wire Transfer Instructions 3.1. Payment of the Payoff Amount shall be made by wire transfer of immediately available funds, denominated in United States Dollars, to the following account: Bank Name: Greaves Bancorp ABA/Routing Number: [To be inserted per Funds Flow Memorandum] Account Name: Aurelius Media Holdings Inc. Account Number: [To be inserted per Funds Flow Memorandum] SWIFT Code (if applicable): [

Section 4. Cancellation of Note Upon Receipt of Payment 4.1. Upon receipt by the Payee of the Payoff Amount in full in immediately available funds on the Closing Date: (a) The Note shall be deemed paid in full and satisfied in its entirety, and all principal, interest (if any), and any other obligations of the Maker arising under or in connection with the Note shall be deemed fully and finally discharged. (b) The Not

Section 5. Release of Liens 5.1. Automatic Release. Effective automatically and without further action by any party upon receipt by the Payee of the Payoff Amount in full in immediately available funds on the Closing Date, Aurelius Media Holdings Inc., for itself and on behalf of its successors, assigns, and affiliates, hereby unconditionally and irrevocably releases, discharges, and terminates any and all Liens held

Section 6. Representations and Warranties of Payee Aurelius Media Holdings Inc. hereby represents and warrants to Ridgeline Publishing Acquisition Corp. as of the date hereof, November 15, 2024, as follows: (a) Sole Holder. Aurelius Media Holdings Inc. is the sole legal and beneficial holder and owner of the Note and has full right, power, and authority to deliver this Payoff Letter, to accept the Payoff Amount, to c

Section 7. Irrevocability 7.1. This Payoff Letter and the release, discharge, and termination of the Note and the Liens set forth herein are irrevocable and shall not be subject to rescission, revocation, modification, or amendment by the Payee upon receipt of the Payoff Amount in full in immediately available funds. No course of dealing, delay, or failure to act on the part of any party shall operate as a waiver of,

Section 8. No Waiver of MIPA Obligations 8.1. Nothing contained in this Payoff Letter shall be deemed to limit, modify, amend, waive, or otherwise affect any rights, obligations, representations, warranties, covenants, conditions, or indemnification obligations of any party under the MIPA, or under any other transaction document, ancillary agreement, or instrument executed and delivered in connection with the Closing

Section 9. Governing Law This Payoff Letter shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice of law or conflict of laws rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. The governing law provision set forth in thi

Section 10. Counterparts; Electronic Signatures 10.1. This Payoff Letter may be executed in two or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. It shall not be necessary that any single counterpart be executed by all parties hereto so long as each party executes at least one counterpart. 10.2. Delivery of an executed count