Contract analysis

Section 1.1 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below: "Acquisition Vehicle" means Ridgeline Publishing Acquisition Corp., a Delaware corporation (file no. 6501982), formed for the purpose of effecting the transactions contemplated by this Agreement. "Action" means any claim, action, suit, complaint, arbitration, proceeding, hearing, inquiry, or investigati

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

ARTICLE II — PURCHASE AND SALE; CLOSING

Section 2.1 — Purchase and Sale of Membership Interests Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, assign, transfer, convey, and deliver to Buyer, and Buyer shall purchase, acquire, and accept from Seller, all of Seller's right, title, and interest in and to one hundred percent (100%) of the Membership Interests in Meridian Press Holdings LLC, free and

Section 2.2 — Enterprise Value and Equity Purchase Price Calculation The Enterprise Value is fixed at $480,000,000, which reflects an implied multiple of 5.0x the Adjusted EBITDA of the Business for the twelve months ended December 31, 2023. The Equity Purchase Price shall be calculated as follows: Equity Purchase Price = Enterprise Value minus Closing Indebtedness plus Closing Cash minus Transaction Expenses plus or

Section 2.3 — Closing The closing of the transactions contemplated by this Agreement (the "Closing") shall take place remotely by electronic exchange of documents and signatures through counsel for the parties on the Target Closing Date (November 8, 2024), or on such other date as Seller and Buyer may mutually agree in writing, subject to the satisfaction or waiver (to the extent permitted by applicable Law) of each

Section 2.4 — Estimated Closing Statement Not later than Business Days prior to the Closing Date, Seller shall prepare and deliver to Buyer a written statement (the "Estimated Closing Statement") setting forth Seller's good faith estimates of: (a) Closing Cash; (b) Closing Indebtedness (itemized to separately identify the principal amount and accrued interest on the Intercompany Note, capital lease obligations, and a

Section 2.5 — Post-Closing Adjustment

Section 2.5(a) — Buyer's Closing Statement Within calendar days after the Closing Date , Buyer shall prepare and deliver to Seller a written statement (the "Final Closing Statement") setting forth Buyer's determination of (i) Closing Cash, (ii) Closing Indebtedness, (iii) Transaction Expenses, (iv) Net Working Capital, and (v) the resulting Equity Purchase Price (the "Final Equity Purchase Price"), each calculated in

Section 2.5(b) — Dispute Period Seller shall have calendar days after receipt of the Final Closing Statement (the "Dispute Period") to review the Final Closing Statement. If Seller disagrees with any item or amount set forth in the Final Closing Statement, Seller shall, prior to the expiration of the Dispute Period, deliver to Buyer a written notice of disagreement (the "Dispute Notice"), which shall specify in reaso

Section 2.5(c) — Resolution of Disputes If a Dispute Notice is timely delivered, Seller and Buyer shall, during the thirty (30) calendar day period following the delivery of the Dispute Notice (the "Resolution Period"), attempt in good faith to resolve each of the items and amounts in dispute. If Seller and Buyer are unable to resolve all disputed items within the Resolution Period, then either party may, by written

Section 2.5(d) — Post-Closing Payment Promptly upon the final determination of the Final Equity Purchase Price (whether by Seller's acceptance or deemed acceptance of the Final Closing Statement, by the agreement of the parties, or by the determination of the Neutral Accountant), the following adjustment payments shall be made: (a) If the Final Equity Purchase Price exceeds the Estimated Equity Purchase Price, Buyer

Section 2.6 — Payment at Closing

Section 2.6(a) — Payment of Estimated Equity Purchase Price At the Closing, Buyer shall pay or cause to be paid the following amounts: (i) To Seller, an amount equal to the Estimated Equity Purchase Price minus the Escrow Amount (which net cash payment to Seller is estimated at based on the illustrative calculation set forth in Section 2.2, calculated as $418,000,000 minus ), by wire transfer of immediately available

Section 2.6(b) — Repayment of Intercompany Note At or prior to the Closing, the Intercompany Note (in the principal amount of $50,000,000, together with all accrued and unpaid interest thereon) shall be repaid in full and cancelled, and all Liens related thereto shall be released and discharged. Seller shall deliver to Buyer at the Closing a payoff letter and lien release, in form and substance reasonably satisfactor

Section 2.6(c) — Payment of Transaction Expenses At the Closing, the Transaction Expenses (estimated at $4,700,000) shall be paid by the Company (or by Buyer on behalf of the Company) to the payees and in the amounts set forth on the Estimated Closing Statement. Seller shall deliver to Buyer, together with the Estimated Closing Statement, wire transfer instructions and payoff letters (to the extent applicable) for ea

Section 2.7 — Withholding Buyer, the Company, and the Escrow Agent shall be entitled to deduct and withhold from the amounts otherwise payable to any Person pursuant to this Agreement such amounts as are required to be deducted and withheld with respect to the making of such payment under the Code, or any applicable provision of federal, state, local, or foreign Tax Law. To the extent that amounts are so deducted or

ARTICLE III — REPRESENTATIONS AND WARRANTIES OF SELLER Except as set forth in the corresponding section of the Disclosure Schedules (it being agreed that disclosure of any item in any section or subsection of the Disclosure Schedules shall be deemed disclosure with respect to any other section or subsection of this Article III to which the relevance of such item is reasonably apparent on the face of such disclosure),

Section 3.1 — Organization and Good Standing (a) The Company is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware (Secretary of State file no. 4521889). The Company has all requisite limited liability company power and authority to own, lease, and operate its properties and to carry on the Business as presently conducted. The Company is duly qua

Section 3.2 — Authority; Binding Effect (a) Seller has full corporate power and authority to execute and deliver this Agreement and each Transaction Document to which Seller is a party, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Seller of this Agreement and each Transaction Document to which Seller is a party,

Section 3.3 — Capitalization (a) The Membership Interests constitute one hundred percent (100%) of the issued and outstanding equity interests of the Company. All of the Membership Interests have been duly authorized and validly issued in accordance with the organizational documents of the Company and applicable Law and are fully paid and non-assessable (to the extent applicable under the Delaware Limited Liability C

Section 3.4 — No Conflicts; Consents (a) Except as set forth on Schedule 3.4, the execution, delivery, and performance by Seller of this Agreement and each Transaction Document to which Seller is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (i) violate, conflict with, or result in a breach of any provision of the organizational documents of Seller, the Compan

Section 3.5 — Financial Statements (a) Seller has made available to Buyer true and complete copies of: (i) the audited carve-out financial statements of the Business (consisting of the combined balance sheets and the related combined statements of income, comprehensive income, changes in parent's net investment, and cash flows, together with the notes thereto) for each of the fiscal years ended December 31, 2021, Dec

Section 3.6 — Absence of Undisclosed Liabilities Neither the Company nor any of its Subsidiaries has any liabilities or obligations of the type required to be reflected on, reserved against, or otherwise described in a balance sheet prepared in accordance with GAAP, except for (a) liabilities and obligations reflected, reserved against, or disclosed in the Financial Statements (including the notes thereto), (b) liabi

Section 3.7 — Absence of Certain Changes (a) Since December 31, 2023 through , (i) the Business has been conducted in the ordinary course consistent with past practice in all material respects, and (ii) there has not been any event, occurrence, development, or state of circumstances that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) Without limiting

Section 3.8 — Material Contracts (a) Schedule 3.8 sets forth a true and complete list of each of the following Contracts to which the Company or any Subsidiary is a party or by which any of their respective properties or assets is bound, as of the date hereof (each, a "Material Contract"): (i) any Contract for the purchase or sale of goods or services involving annual payments or receipts in excess of ; (ii) any Cont

Section 3.9(a) — Owned Real Property Schedule 3.9(a) sets forth a true and complete list and description of all real property owned by the Company or any of its Subsidiaries (collectively, the "Owned Real Property"), including the following distribution center locations: (i) 45 Fieldcrest Avenue, Edison, NJ 08837; (ii) 2200 Westbelt Drive, Columbus, OH 43228; (iii) 8700 Freeport Parkway, Dallas, TX 75063; and (iv) 14

Section 3.9(b) — Leased Real Property Schedule 3.9(b) sets forth a true and complete list and description of all real property leased, subleased, or otherwise occupied by the Company or any of its Subsidiaries (collectively, the "Leased Real Property"), together with a description of the applicable lease, sublease, or occupancy agreement (each, a "Lease"). The Company and its Subsidiaries lease a total of ten (10) lo