Contract analysis

1. Cross-References and Deemed Disclosure. These Disclosure Schedules are arranged in sections and subsections that correspond to the numbered and lettered sections and subsections of Article III (Representations and Warranties of Seller) of the Agreement. Notwithstanding such arrangement, information disclosed in any particular section or subsection of these Disclosure Schedules shall be deemed disclosed with respec

2. No Admission of Materiality. The inclusion of any item, matter, or information in these Disclosure Schedules shall not be deemed an admission by Seller that such item, matter, or information is material, constitutes or would constitute a Material Adverse Effect (as defined in the Agreement), or is required to be disclosed under the terms of the Agreement. Items, matters, and information are disclosed herein for in

3. Headings. Headings and subheadings used in these Disclosure Schedules are included for convenience of reference only and shall not limit, expand, or otherwise affect the scope or content of any schedule or any information disclosed therein.

4. Qualification by Agreement. These Disclosure Schedules are qualified in their entirety by reference to the specific provisions of the Agreement, including the definitions, limitations, exclusions, and other terms and conditions set forth therein. Nothing in these Disclosure Schedules is intended to, nor shall be deemed or construed to, broaden the scope of any representation, warranty, covenant, or agreement of Se

5. Information Date. Unless otherwise specifically noted, the information set forth in these Disclosure Schedules is provided as of the date of the Agreement (July 19, 2024). Seller undertakes no obligation to update these Disclosure Schedules after such date except to the extent expressly required by Section 5.6 of the Agreement.

6. Preparation. These Disclosure Schedules have been prepared by Calderwood & Harkness LLP, counsel to Seller, based upon a diligence review of the records and documents of the Company and its subsidiaries and information provided by Seller, the Company, their respective officers, employees, and other advisors. Calderwood & Harkness LLP has relied upon the accuracy and completeness of the information so provided and

7. Documents and Agreements Referenced. Descriptions of documents, agreements, and other instruments set forth in these Disclosure Schedules are summaries only and are qualified in their entirety by reference to the full text of such documents, agreements, and instruments, copies of which have been made available to Buyer and its representatives in the virtual data room maintained in connection with the transactions

8. Privilege. Nothing in these Disclosure Schedules is intended to, or shall be deemed to, waive any attorney-client privilege, work product protection, or other applicable privilege or immunity with respect to any matter disclosed herein or any document or communication referenced herein. Right-click to update Table of Contents SCHEDULE 3.1 ORGANIZATION AND GOOD STANDING

Section 3.1(a) — Organization of the Company The Company is organized as follows: Meridian Press Holdings LLC • Entity Type: Limited liability company • Jurisdiction of Organization: State of Delaware • Delaware Secretary of State File Number: 4521889 • Date of Formation: March 14, 2003 • Registered Agent: Fenmore Health IT Statutory Agent, 251 Little Falls Drive, Wilmington, Delaware 19808 • Principal Office: 1180 A

Section 3.1(b) — Subsidiaries of the Company The following entities are direct or indirect wholly owned subsidiaries of Meridian Press Holdings LLC and are included in the carve-out transactions contemplated by the Agreement: Each of the foregoing subsidiaries is duly organized, validly existing, and in good standing (or equivalent status, as applicable, in its jurisdiction of organization) under the laws of its resp

Section 3.1(c) — Foreign Qualifications The following sets forth the jurisdictions in which Meridian Press Holdings LLC and each of its subsidiaries is qualified or registered to do business as a foreign entity: Meridian Press Holdings LLC: • New York • New Jersey • Ohio • Texas • Nevada • California Meridian Distribution Services Inc.: • New Jersey (qualified in connection with the Edison, NJ distribution center fac

Section 3.2(a) — Membership Interests of the Company Meridian Press Holdings LLC One hundred percent (100%) of the outstanding membership interests in Meridian Press Holdings LLC (the "Membership Interests") are held of record and beneficially by Aurelius Media Holdings Inc., a Delaware corporation (Delaware Secretary of State File No. 5987324). The Membership Interests constitute all of the issued and outstanding eq

Section 3.2(b) — Capitalization of Subsidiaries The authorized, issued, and outstanding equity securities or ownership interests of each subsidiary of the Company are as follows: Meridian Distribution Services Inc. • Authorized Capital Stock: 1,000 shares of common stock, par value $0.01 per share • Issued and Outstanding: 1,000 shares of common stock • Sole Stockholder: Meridian Press Holdings LLC (100%) • No other

Section 3.2(c) — Encumbrances on Equity The Membership Interests in Meridian Press Holdings LLC are subject to a pledge and security interest granted in favor of Aurelius Media Holdings Inc. pursuant to that certain Pledge and Security Agreement, dated as of January 15, 2019, entered into in connection with the Intercompany Promissory Note (as defined below) in the original principal amount of $50,000,000, payable by

Section 3.4(a) — Governmental Consents The following governmental filings, notices, consents, and approvals are required to be made, given, or obtained in connection with the execution, delivery, and performance of the Agreement and the consummation of the transactions contemplated thereby: No other governmental consents, approvals, authorizations, filings, or notifications are required to be obtained or made in conn

Section 3.4(b) — Third-Party Consents The following third-party consents are required to be obtained in connection with the execution, delivery, and performance of the Agreement and the consummation of the transactions contemplated thereby: Distribution Agreements: Author / Content License Agreements: Real Property Leases: Note: Of the ten (10) leased properties occupied by the Company and its subsidiaries, four (4)

Section 3.5(a) — Carve-Out Financial Statements The following audited carve-out financial statements of Meridian Press Holdings LLC and its subsidiaries (the "Carve-Out Financial Statements") have been prepared and delivered to Buyer on June 14, 2024, and are included in the Data Room at Folder 4.01: (i) Audited carve-out combined balance sheet of Meridian Press Holdings LLC and its subsidiaries as of December 31, 20

Section 3.5(b) — Interim Financial Statements The following unaudited interim carve-out financial statements of Meridian Press Holdings LLC and its subsidiaries (the "Interim Financial Statements") have been prepared and delivered to Buyer and are included in the Data Room at Folder 4.02: (i) Unaudited interim carve-out combined balance sheet of Meridian Press Holdings LLC and its subsidiaries as of June 30, 2024, an

Section 3.5(c) — Accounting Principles The Carve-Out Financial Statements and the Interim Financial Statements have been prepared in accordance with United States generally accepted accounting principles ("US GAAP"), applied on a consistent basis throughout the periods covered thereby, except as otherwise described in the notes to such financial statements. Because Meridian Press Holdings LLC and its subsidiaries hav

1. Liabilities Reflected in Financial Statements. Liabilities reflected, reserved against, or otherwise disclosed in the Carve-Out Financial Statements (including the notes thereto) as of December 31, 2023, or incurred in the ordinary course of business consistent with past practice since December 31, 2023, and not in excess of the amounts so reflected or reserved or, in the case of liabilities incurred since Decembe

2. Intercompany Promissory Note. Liabilities arising under the Intercompany Promissory Note in the outstanding principal amount of $50,000,000, payable by Meridian Press Holdings LLC to Aurelius Media Holdings Inc., together with accrued and unpaid interest thereon. This obligation constitutes part of the estimated Closing Indebtedness under the Agreement and will be repaid in full at Closing.

3. Capital Lease Obligations. Capital (finance) lease obligations of the Company and its subsidiaries in the aggregate outstanding amount of approximately $12,500,000, primarily related to equipment leases and distribution center fixture leases. These obligations constitute part of the estimated Closing Indebtedness under the Agreement ($62,500,000 total estimated Closing Indebtedness, comprised of $50,000,000 under

4. Estimated Target Transaction Expenses. Estimated target transaction expenses of $4,700,000, payable at Closing in accordance with Section 2.5 of the Agreement, consisting of fees and expenses of legal counsel, financial advisors, accountants, and other professional service providers engaged by the Company in connection with the transactions contemplated by the Agreement.

5. Key Employee Retention Arrangements. Obligations under the Key Employee Retention Agreements described in Schedule 3.14(b), with an aggregate retention pool of $7,200,000, of which $3,600,000 is payable at Closing and $3,600,000 is payable at the 12-month anniversary of Closing.

6. Liabilities Arising Under the Agreement. Liabilities and obligations arising under or in connection with the Agreement, the Transaction Documents, and the transactions contemplated thereby. SCHEDULE 3.7 ABSENCE OF CERTAIN CHANGES Since December 31, 2023, the Business has been conducted in the ordinary course of business consistent with past practice in all material respects, and no Material Adverse Effect has occu

Section 3.8(a) — List of Material Contracts The following is a list of the contracts, agreements, arrangements, and commitments that are required to be disclosed pursuant to Section 3.8 of the Agreement (collectively, the "Material Contracts"). True and complete copies (or, in the case of oral agreements, written summaries) of each Material Contract have been made available to Buyer in the Data Room.

1. Oakbridge Distribution Alliance Agreement, dated as of September 1, 2016, as amended by First Amendment dated March 15, 2018, Second Amendment dated July 1, 2020, and Third Amendment dated January 10, 2023, by and between Meridian Distribution Services Inc. and Oakbridge Distribution Alliance, LLC. This agreement governs the distribution partnership for book and periodical distribution across North America, includ

II. Author / Content License Agreements (Top 5 by Revenue Contribution)

2. Author/Content License Agreement, dated as of March 15, 2018, by and between Meridian Press Holdings LLC and Thornton Literary Trust (Author: Margaret R. Thornton). This agreement grants the Company exclusive worldwide English-language publishing rights (print and digital) for a series of twelve (12) literary fiction titles. Section 9.2 requires consent for change of control. Consent obtained June 14, 2024. Estima

3. Author/Content License Agreement, dated as of June 22, 2019, by and between Meridian Press Holdings LLC and Evergreen Creative Partners LLC (Author: James D. Calloway). This agreement grants the Company exclusive North American publishing rights (print and digital) for a series of nine (9) non-fiction titles in the categories of business, leadership, and personal development. Section 8.1 requires consent for chang

4. Author/Content License Agreement, dated as of November 3, 2020, by and between Bellweather Academic Press Inc. and Briarwood intellectual Properties Inc. (Author: Dr. Helena Vasquez). This agreement grants the Company exclusive worldwide English-language publishing rights for a series of seven (7) academic and professional reference texts in the fields of neuroscience and cognitive psychology. Section 10.3 require

5. Author/Content License Agreement, dated as of February 14, 2021, by and between Foxglove Media LLC and Ironwood Press Rights Management (Author: Chen Wei-Lin). This agreement grants the Company exclusive North American publishing rights (print, digital, and audio) for a series of six (6) contemporary fiction titles. Section 7.5 requires consent for change of control. Consent obtained September 5, 2024. Estimated a

6. Author/Content License Agreement, dated as of August 8, 2022, by and between Meridian Press Holdings LLC and Hargrove & Associates Literary Agency (Author: Patricia N. Okafor). This agreement grants the Company exclusive worldwide English-language publishing rights (print and digital) for a series of four (4) literary fiction and essay collection titles. Section 11.2 requires consent for change of control. Consent

III. Real Property Leases 7–16. The Company and its subsidiaries are party to ten (10) real property leases for office, editorial, sales, and operational facilities located in the United States and Canada. A complete list and description of each lease is set forth in Schedule 3.10(b). Four (4) of the ten (10) leases contain change-of-control consent provisions; all four (4) such consents have been obtained. (Data Roo

17. Shared Services Intercompany Agreement, dated as of January 1, 2017, as amended, by and between Aurelius Media Holdings Inc. and Meridian Press Holdings LLC. This agreement provides for the provision by Aurelius Media Holdings Inc. of shared services to the Company and its subsidiaries, including information technology infrastructure and support, finance and accounting services, human resources and payroll admini

18. Intercompany Promissory Note, dated as of January 15, 2019, in the original principal amount of $50,000,000, issued by Meridian Press Holdings LLC (as maker) in favor of Aurelius Media Holdings Inc. (as payee), bearing interest at a rate of SOFR plus 2.50% per annum. The outstanding principal balance as of the date hereof is $50,000,000. The Intercompany Promissory Note will be repaid in full at Closing, and the

19. Various Capital (Finance) Lease Obligations. The Company and its subsidiaries are party to various capital (finance) lease agreements with aggregate outstanding obligations of approximately $12,500,000 as of the date hereof. These leases relate primarily to printing and binding equipment, warehouse racking and automation systems, and distribution center fixtures. A schedule of all capital lease obligations, inclu

20. Key Employee Retention Agreements. The Company has entered into Key Employee Retention Agreements with twelve (12) senior managers of the Business, providing for an aggregate retention pool of $7,200,000. See Schedule 3.14(b) for a complete description of such agreements, including the names and titles of the participating senior managers and the payment schedule. (Data Room Folder 3.11)

21. Paper and Printing Supply Agreement, dated as of April 1, 2022, as amended, by and between Meridian Distribution Services Inc. and Northwoods Paper & Pulp Co., LLC. This agreement provides for the supply of paper stock, cover board, and related printing materials for the Company's book and periodical publishing operations. The agreement has a current term expiring on March 31, 2025, with automatic renewal for suc

22. Offset and Digital Printing Services Agreement, dated as of October 15, 2021, by and between Meridian Distribution Services Inc. and Lakeside Printing Group Inc. This agreement provides for offset and digital print-on-demand production services for the Company's book titles. The agreement has a current term expiring on October 14, 2026. Estimated annual spend under this agreement: approximately $28,000,000. (Data

23. Educational Content Licensing Framework Agreement, dated as of August 1, 2020, by and between Bellweather Academic Press Inc. and the Consortium of American School Districts (representing participating school districts in 22 states). This agreement provides for the licensing of educational content, textbooks, and supplementary materials for K-12 educational use. The agreement has a current term expiring on July 3

24. University Press Partnership Agreement, dated as of March 1, 2019, as amended, by and between Bellweather Academic Press Inc. and the Association of North American University Presses. This agreement provides for co-publishing, distribution, and marketing arrangements with participating university presses. The agreement has a current term expiring on February 28, 2027. Estimated annual revenue under this agreement

25. Digital Content Distribution Agreement, dated as of May 15, 2021, by and between Foxglove Media LLC and Sterling Digital Platforms Inc. This agreement provides for the distribution of the Company's digital content (e-books and audiobooks) through Sterling Digital Platforms' online retail channels. The agreement has a current term expiring on May 14, 2026. Estimated annual revenue from digital content distribution

26. Digital Content Distribution Agreement, dated as of September 1, 2022, by and between Foxglove Media LLC and Sterling Reach & Co. (an Hollowell & Co. subsidiary). This agreement provides for the distribution of audiobook content through the Audible platform. The agreement has a current term expiring on August 31, 2025, with automatic renewal for successive one-year periods. Estimated annual revenue under this agr

27. Master Software License and Services Agreement, dated as of February 1, 2020, by and between Meridian Press Holdings LLC and ContentStream Technologies Inc. This agreement provides for the licensing of the ContentStream editorial workflow and content management platform used by the Company's editorial staff. The agreement has a current term expiring on January 31, 2025, with automatic renewal for successive one-y

Section 3.8(b) — Contracts Requiring Consent For a complete list of Material Contracts requiring third-party consent in connection with the execution, delivery, and performance of the Agreement and the consummation of the transactions contemplated thereby, see Schedule 3.4(b). All required consents have been obtained as of the date immediately prior to Closing. SCHEDULE 3.9 LITIGATION The following sets forth all mat

1. Whitfield v. Meridian Press Holdings LLC et al. • Parties: Robert J. Whitfield, individually and on behalf of a putative class of similarly situated authors (Plaintiff) v. Meridian Press Holdings LLC and Bellweather Academic Press Inc. (Defendants) • Forum: United States District Court, Southern District of New York, Case No. 1:23-cv-08471-PKC • Date Filed: October 12, 2023 • Nature of Claim: Plaintiff, a former a

2. Meridian Distribution Services Inc. v. Pacific Rim Logistics Corp. • Parties: Meridian Distribution Services Inc. (Plaintiff) v. Pacific Rim Logistics Corp. (Defendant) • Forum: Superior Court of the State of California, County of Los Angeles, Case No. 24STCV01882 • Date Filed: March 8, 2024 • Nature of Claim: Plaintiff brought this action for breach of contract and negligence arising from Defendant's failure to t

3. Investigation by the New York State Department of Labor • Parties: New York State Department of Labor (investigating agency); Meridian Press Holdings LLC (subject) • Forum: Administrative proceeding / investigation • Date Commenced: February 2024 • Nature of Matter: The New York State Department of Labor initiated a routine wage and hour compliance audit of the Company's New York operations, focusing on the classi

Section 3.10(a) — Owned Real Property The following real properties are owned in fee simple by the Company or its subsidiaries: The Company and its subsidiaries operate a total of fourteen (14) distribution centers across North America. Four (4) of these distribution centers are situated on owned real property, as set forth in the table above. The remaining ten (10) distribution centers and other operational faciliti

Section 3.10(b) — Leased Real Property The following real properties are leased by the Company or its subsidiaries: All leases are in full force and effect, and neither the Company nor any of its subsidiaries, nor, to the Knowledge of Seller, any landlord, is in material default or breach under any such lease. All rents and other amounts due and payable under such leases have been paid in full through the date hereof

Section 3.10(c) — Shared Space / TSA Premises The Company currently occupies office space at 1180 Avenue of the Americas, 22nd Floor, New York, New York 10036, which serves as the Company's principal office and corporate headquarters. The master lease for this location is held by Aurelius Media Holdings Inc. and is not being assigned or transferred to Buyer in connection with the transactions contemplated by the Agre

Section 3.11(a) — Registered intellectual Property The following is a list of all registered intellectual property owned by the Company or its subsidiaries: Trademarks — United States Registrations (United States Patent and Trademark Office): Trademarks — Canadian Registrations (Canadian intellectual Property Office): All trademark registrations listed above are currently active and in good standing with the applicab

Section 3.11(b) — ISBN Prefix Assignments The following ISBN (International Standard Book Number) prefix assignments are currently held by or on behalf of the Business and are being transferred to Meridian Press Holdings LLC (or its applicable subsidiary) as part of the carve-out contemplated by the Agreement: All ISBN prefix assignments will be confirmed as transferred to the applicable Company entity prior to or si

Section 3.11(c) — Trademark License-Back Pursuant to the Trademark License Agreement, to be entered into effective as of the Closing Date, Ridgeline Publishing Acquisition Corp. (or its designee, as successor owner of the Meridian Press marks) will grant to Aurelius Media Holdings Inc. a license to use the "Meridian" name and associated marks and logos on the following terms: • Term: Three (3) years from the Closing