Contract analysis

I. Executive Summary The purpose of this memorandum is to provide Aurelius Global Media Group PLC ("AGMG" or the "Parent") and its wholly owned subsidiary Aurelius Media Holdings Inc. ("AMH" or the "Seller") with a comprehensive summary of the completed carve-out and divestiture of the legacy publishing division operated through Meridian Press Holdings LLC ("MPH," "Meridian Press," or the "Target"), including the key

II. Parties to the Transaction A. Seller The Seller in the transaction is Aurelius Media Holdings Inc. ("AMH"), a corporation organized and existing under the laws of the State of Delaware (Delaware Secretary of State file no. 5987324). AMH was the direct holder of 100% of the membership interests in Meridian Press Holdings LLC and served as the selling party under the MIPA. AMH is a wholly owned subsidiary of Aureli

III. Transaction Structure and Consideration A. Structure The transaction was structured as a membership interest sale. Aurelius Media Holdings Inc., as the sole member of Meridian Press Holdings LLC, sold, transferred, assigned, and conveyed 100% of its membership interests in MPH to Ridgeline Publishing Acquisition Corp., the newly formed acquisition vehicle of PRCP IV. Upon consummation of the transaction, Ridgeli

IV. Definitive Agreement — Key Terms A. Membership Interest Purchase Agreement (MIPA) The Membership Interest Purchase Agreement (the "MIPA") was executed on July 19, 2024, by and among the following parties: • Aurelius Media Holdings Inc., as Seller • Ridgeline Publishing Acquisition Corp., as Buyer • Aurelius Global Media Group PLC, solely for purposes of certain specified provisions (including the non-competition

V. Escrow Arrangement The Escrow Agreement was executed on the Closing Date, November 15, 2024, by and among Aurelius Media Holdings Inc. (Seller), Ridgeline Publishing Acquisition Corp. (Buyer), and Granite Trust Company, N.A. (Escrow Agent). The key terms of the Escrow Agreement are summarized below: Escrow Deposit: $72,000,000 in cash, deposited into an interest-bearing escrow account maintained by Granite Trust C

VI. Representations and Warranties Insurance In connection with the transaction, a representations and warranties insurance policy (the "R&W Policy") was procured to supplement the contractual indemnification framework under the MIPA. The key terms of the R&W Policy are summarized below: Carrier: Kelvantis Omnivrel Insurance Company, 300 First Stamford Place, Stamford, Connecticut 06902. The underwriting contact for

VII. Ancillary Agreements A. Transition Services Agreement (TSA) The Transition Services Agreement (the "TSA") was signed on July 19, 2024, concurrently with the MIPA, and became effective as of the Closing Date, November 15, 2024. The TSA governs the terms under which Aurelius Media Holdings Inc. (as Service Provider) will continue to provide certain shared services and infrastructure support to Ridgeline Publishing

VIII. Regulatory Approvals and Third-Party Consents A. Hart-Scott-Rodino Antitrust Improvements Act The transaction was subject to the pre-merger notification requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), as the transaction exceeded the applicable size-of-transaction and size-of-person thresholds. The required HSR notifications were filed by both Buyer and Selle

IX. Employee Matters Approximately 2,400 employees transferred in connection with the transaction. The transfer was effectuated through the change in ownership of MPH and its subsidiaries; no individual employee consent or re-hiring process was required. The employees continue to be employed by MPH and its subsidiaries, with Ridgeline Publishing Acquisition Corp. as the ultimate parent. Key Employee Retention Agreeme