Contract analysis

I. PURPOSE OF MEMORANDUM This memorandum documents the results of the conflicts of interest check conducted by Calderwood & Harkness LLP (the "Firm" or "C&H") in connection with the proposed new engagement described herein. The purpose of this memorandum is to memorialize the search methodology, the parties and individuals screened, the results obtained, and the professional responsibility analysis supporting the Fir

II. PARTIES AND AFFILIATES SEARCHED The conflicts check encompassed all parties to the proposed transaction known to the Firm as of the date of the search, including affiliates, subsidiaries, key individuals, and known advisors. The complete list of search terms and variations used in the conflicts database is set forth in Appendix B to this memorandum, which is maintained in the Firm's records. The parties and affil

1. Aurelius Global Media Group PLC — A public limited company incorporated in England and Wales (Companies House No. 08431276); listed on the London Stock Exchange (Premium Listing) and on the Nasdaq Global Select Market (ADRs). The company's current senior officers relevant to this engagement include: Chief Executive Officer: Sir Edmund Hargreaves, KBE; Chief Financial Officer: Priya Nandakumar; General Counsel and

2. Aurelius Media Holdings Inc. — A corporation organized under the laws of the State of Delaware (Secretary of State file no. 5987324). Aurelius Media Holdings Inc. serves as the principal United States holding entity for the Aurelius group's North American operations and is the direct parent of the Target. Its registered agent is Crowne Albany Corporation, located at 1209 Orange Street, Wilmington, Delaware 19801.

3. Meridian Press Holdings LLC — A limited liability company organized under the laws of the State of Delaware (Secretary of State file no. 4521889). MPH is the Target entity, i.e., the carved-out business that is the subject of the proposed divestiture. Its principal office is located at 1180 Avenue of the Americas, 22nd Floor, New York, New York 10036. Its registered agent is Fenmore Health IT Statutory Agent, loca

4. Meridian Distribution Services Inc. — A corporation organized under the laws of the State of Delaware (Secretary of State file no. 4736201). Meridian Distribution Services Inc. is a direct subsidiary of MPH that operates the logistics and distribution arm of the Meridian Press publishing business. It was included in the conflicts search as an affiliate of the client.

5. Bellweather Academic Press Inc. — A corporation organized under the laws of the State of Delaware (Secretary of State file no. 4801133). Bellweather Academic Press Inc. is a direct subsidiary of MPH that operates the academic and professional publishing imprint of the Meridian Press group. It was included in the conflicts search as an affiliate of the client.

6. Foxglove Media LLC — A limited liability company organized under the laws of the State of New York. Foxglove Media LLC is a subsidiary of MPH that operates certain digital media properties and content licensing operations within the Meridian Press group. It was included in the conflicts search as an affiliate of the client.

7. Meridian Press Canada ULC — An unlimited liability company organized under the laws of the Province of British Columbia, Canada. Meridian Press Canada ULC is a subsidiary of MPH that operates the Canadian publishing and distribution operations of the Meridian Press group. It was included in the conflicts search as an affiliate of the client. B. Counterparty Side — Buyer and Affiliates The following entities on the

1. Pinnacle Ridge Capital Partners Fund IV, L.P. — A limited partnership organized under the laws of the State of Delaware (Secretary of State file no. 6234577). PRCP IV is the buyer fund for the proposed transaction, with a reported fund size of approximately $6.2 billion (vintage 2022). PRCP IV is classified as a counterparty to the proposed client for purposes of this conflicts analysis.

2. Pinnacle Ridge Capital GP IV LLC — A limited liability company organized under the laws of the State of Delaware. Pinnacle Ridge Capital GP IV LLC serves as the general partner of PRCP IV and exercises management and investment authority over the fund. It was included in the conflicts search as an affiliate of the counterparty.

3. Pinnacle Ridge Capital Management LLC — A limited liability company organized under the laws of the State of Delaware. Pinnacle Ridge Capital Management LLC is the fund manager and sponsor of the Pinnacle Ridge family of funds, including PRCP IV. Its headquarters are located at 600 Lexington Avenue, 38th Floor, New York, New York 10022. Key personnel include: Managing Partner: Victor Stanhope; Partner, Media & Com

4. It should be noted that as of the date of the conflicts check (February 29, 2024), the specific acquisition vehicle to be used by the Buyer for purposes of the proposed transaction had not yet been formed. Subsequent to the initial conflicts check, the acquisition vehicle was incorporated as Ridgeline Publishing Acquisition Corp., a corporation organized under the laws of the State of Delaware (Secretary of State

1. Haverford Whitmore & Co. — The seller's financial advisor and investment bank, with offices located at 383 Madison Avenue, 11th Floor, New York, New York 10179. The lead personnel on the engagement include Managing Director Catherine Liang and Vice President Samuel Drummond. Haverford Whitmore is advising Aurelius on the financial and strategic aspects of the divestiture.

2. Drummond Zanthor Partners LLC — The buyer's financial advisor, with offices located at 1251 Avenue of the Americas, 34th Floor, New York, New York 10020. The lead personnel on the engagement include Managing Director Philip Arnaud. Drummond Zanthor is advising Pinnacle Ridge on the acquisition.

3. Hathaway, Locke & Barnett LLP — The anticipated legal counsel for the Buyer, with offices located at 51 West 52nd Street, New York, New York 10019. The lead personnel on the engagement are expected to include Lead Partner Graham Ashworth and Senior Associate Danielle Ferreira. Hathaway, Locke & Barnett is a major national law firm, and C&H routinely encounters the firm as opposing counsel in other transactional an

4. Pemberton Graves LLP — The seller's auditor and accounting firm, with offices in London and New York (US office at 7 Times Square, New York, New York 10036). The US Engagement Partner is Robert Ainsley. Pemberton Graves is expected to provide audited financial statements for the Target and to assist with certain tax structuring aspects of the transaction.

5. Whitecliff & Harding LLP — The anticipated accounting firm and quality of earnings advisor for the Buyer, with offices at 1185 Avenue of the Americas, New York, New York 10036. The Engagement Partner is Susan Cartwright. Whitecliff & Harding is expected to conduct the financial and accounting due diligence for Pinnacle Ridge in connection with the acquisition.

6. It is noted that certain additional transaction parties had not yet been identified at the time of the initial conflicts check and were therefore not included in the search. These parties include, without limitation, the escrow agent, the representations and warranties insurance carrier and broker, the Buyer's debt financing sources (including lead arranger and any co-lenders), the Buyer's financing counsel, lien

III. CONFLICTS CHECK METHODOLOGY The conflicts check was conducted in accordance with the Firm's established conflict-of-interest screening procedures, which are designed to comply with the requirements of the New York Rules of Professional Conduct and the Firm's internal policies regarding new business intake and client acceptance. The primary search was conducted using the Firm's internal conflicts management datab

IV. RESULTS OF CONFLICTS CHECK A. Client-Side Entities (Aurelius and Affiliates) The conflicts check confirmed that Calderwood & Harkness LLP has no prior or current representation of Aurelius Global Media Group PLC, Aurelius Media Holdings Inc., Meridian Press Holdings LLC, or any of the Meridian Press subsidiaries (Meridian Distribution Services Inc., Bellweather Academic Press Inc., Foxglove Media LLC, or Meridian

V. ANALYSIS OF APPLICABLE PROFESSIONAL RESPONSIBILITY RULES The Firm's professional responsibility obligations in connection with the proposed engagement are governed by the New York Rules of Professional Conduct (the "NY Rules"), which are applicable to all attorneys admitted to practice in the State of New York and to the Firm's New York office where the engagement will be primarily staffed. The following analysis

VI. SUPPLEMENTAL CHECK REQUIREMENTS As noted in Section II.C above, certain transaction parties had not yet been identified at the time of the initial conflicts check and were therefore not included in the search. The Firm recognizes its continuing obligation under the New York Rules of Professional Conduct and the Firm's internal policies to conduct supplemental conflicts checks as additional parties are identified

VII. CONCLUSION AND CLEARANCE Based on the comprehensive conflicts check described in this memorandum, including the automated database searches, the cross-referencing of client and adverse party records, the consultations with practice group leaders, and the analysis of applicable professional responsibility rules, the undersigned confirms the following:

1. The conflicts check has been completed in accordance with the Firm's established procedures and the requirements of the New York Rules of Professional Conduct.

2. No disqualifying conflicts of interest have been identified with respect to any party, individual, or advisor involved in the proposed transaction.

3. The engagement of Calderwood & Harkness LLP by Aurelius Global Media Group PLC (and its subsidiary Aurelius Media Holdings Inc.) in connection with the carve-out and sale of Meridian Press Holdings LLC to Pinnacle Ridge Capital Partners Fund IV, L.P. is hereby CLEARED from a conflicts perspective.

4. The undersigned recommends proceeding with the execution of the engagement letter on or about March 4, 2024, as contemplated.

5. This clearance is subject to the Firm's continuing obligation to conduct ongoing conflicts monitoring and supplemental checks as the matter progresses, as described in Section VI above. Any material change in circumstances — including, without limitation, the identification of new parties, a change in the scope or nature of the engagement, or the Firm's acceptance of a new client or matter that could create a conf

VIII. SIGNATURES / REVIEW PREPARED BY: ________________________________________ Megan Chu Lead Associate, Mergers & Acquisitions Calderwood & Harkness LLP Date: March 1, 2024 REVIEWED AND APPROVED BY: ________________________________________ Beatrice Holloway Responsible Partner, Mergers & Acquisitions Calderwood & Harkness LLP Date: March 1, 2024 APPENDICES Appendix A: Conflicts Database Search Output Report The com