Contract analysis

Section 1.1 — Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below: "Agreement" means this Transition Services Agreement, including all Schedules attached hereto, as the same may be amended, supplemented, or otherwise modified from time to time in accordance with the terms hereof. "Business" means the book publishing, periodical, and educational content businesses hist

Section 1.2 — Rules of Construction. Unless the context otherwise requires: (a) References to "Articles," "Sections," and "Schedules" are references to articles, sections, and schedules of or to this Agreement. (b) The words "herein," "hereof," "hereunder," and words of similar import refer to this Agreement as a whole and not to any particular provision of this Agreement. (c) The word "including" (and correlative wo

Section 2.1 — Forward Services. Commencing on the Closing Date and continuing until the applicable Termination Date for each Service Category, Service Provider shall provide, or shall cause its affiliates to provide, the Forward Services to Service Recipient and the Service Recipient Group, in accordance with the terms of this Agreement and as more fully described in Schedule A. The Forward Services shall consist of

Section 2.2 — Reverse Services. Commencing on the Closing Date and continuing until the applicable Termination Date, Service Recipient shall provide, or shall cause Meridian Press Holdings LLC or its subsidiaries (including Meridian Distribution Services Inc.) to provide, the Reverse Services to Service Provider and its affiliates, in accordance with the terms of this Agreement and as more fully described in Schedule

Section 2.3 — Scope Limitations. The Services shall be provided solely for the benefit of the Business and the Service Recipient Group (in the case of Forward Services) or the Service Provider and its affiliates (in the case of Reverse Services), as applicable. The Receiving Party shall not resell, sublicense, transfer, or otherwise make the Services (or any component thereof) available to any third party without the

Section 2.4 — Additional Services. If, at any time during the term of this Agreement, the parties identify additional transition services that were provided by Service Provider (or its affiliates) to the Business during the twelve (12)-month period prior to the date of the Purchase Agreement (i.e., July 19, 2023 through July 19, 2024) and that are reasonably necessary for the continued operation of the Business follo

Section 2.5 — Personnel. Service Provider shall assign personnel who are qualified, trained, and experienced in the relevant subject matter to perform the Forward Services. Service Provider shall exercise commercially reasonable efforts to maintain continuity of the key personnel assigned to provide the Forward Services, particularly with respect to employees who have been providing similar services to the Business p

Section 2.6 — Cooperation. Each party shall use commercially reasonable efforts to cooperate with the other party and to provide reasonable access to its personnel, systems, facilities, data, and information as reasonably necessary to facilitate the provision and receipt of the Services. Without limiting the generality of the foregoing, Service Recipient Group shall (a) use commercially reasonable efforts to migrate

ARTICLE III — SERVICE LEVEL STANDARDS; PERFORMANCE

Section 3.1 — Service Level Standards. Service Provider shall provide the Forward Services (and Service Recipient shall provide the Reverse Services) in a manner that is consistent in all material respects with the level, quality, timeliness, and nature of the services provided by the applicable party (or its affiliates) to the Business during the twelve (12)-month period immediately prior to the date of the Purchase

Section 3.2 — Changes in Systems or Processes. Service Provider shall not, without the prior written consent of Service Recipient (which consent shall not be unreasonably withheld, conditioned, or delayed), make any material changes to the systems, processes, platforms, software, or infrastructure used to provide the Forward Services to the extent that such changes would reasonably be expected to materially and adver

Section 3.3 — No Dedicated Resources. Except as expressly set forth in Schedule A (including any minimum staffing levels or dedicated resource commitments specified therein), Service Provider shall not be required to (a) hire additional employees or engage additional contractors, (b) maintain dedicated personnel solely for the purpose of providing the Forward Services, (c) purchase additional hardware, software, or l

Section 3.4 — Force Majeure. Neither party shall be liable to the other party for any failure or delay in the performance of its obligations under this Agreement (other than obligations to make payments when due) to the extent that such failure or delay is caused by a Force Majeure Event; provided that (a) the affected party gives prompt written notice to the other party of the Force Majeure Event, describing the nat

Section 4.1 — Forward Services Fees. Service Recipient shall pay Service Provider the Monthly Service Fee for each Forward Service Category as set forth in Section 2.1 and Schedule A. The Monthly Service Fees for the Forward Services are as follows: Forward Services fees shall be invoiced by Service Provider on a monthly basis, with invoices issued within ten (10) business days following the end of each calendar mont

Section 4.2 — Reverse Services Fees. Service Provider shall pay Service Recipient the Monthly Service Fee for the Reverse Service Category as set forth in Section 2.2 and Schedule B, in the amount of Eighty-Five Thousand Dollars ($85,000) per month. Reverse Services fees shall be invoiced by Service Recipient on a monthly basis, with invoices issued within ten (10) business days following the end of each calendar mon

Section 4.3 — No Partial-Month Refunds. In the event of early termination or expiration of any Service Category on a date other than the last day of a calendar month, no refund, credit, or pro-ration shall be given for any partial month of service. The Monthly Service Fee for the applicable Service Category shall be payable in full for the calendar month in which the Termination Date occurs, and the providing party s

Section 4.4 — Taxes. All Monthly Service Fees and other amounts payable under this Agreement are exclusive of any and all sales, use, value-added, goods and services, excise, or similar taxes (collectively, "Transfer Taxes"). Service Recipient shall be responsible for any Transfer Taxes imposed on or with respect to the Forward Services (other than taxes imposed on Service Provider's income, profits, or capital). Ser

Section 4.5 — Late Payments. Any undisputed amount not paid when due under this Agreement shall bear interest from the date such amount is due until the date such amount is paid in full at a rate equal to the lesser of (a) one and one-half percent (1.5%) per month (eighteen percent (18%) per annum) and (b) the maximum rate permitted by applicable law. The payment of interest on overdue amounts shall not limit or waiv

Section 4.6 — Out-of-Pocket Costs. The Monthly Service Fees set forth in this Agreement are intended to cover all costs and expenses incurred by the providing party in connection with the provision of the Services, including compensation costs for personnel, overhead allocations, and ordinary course operating expenses. Notwithstanding the foregoing, if Service Recipient requests services that are materially beyond th

Section 4.7 — Fee Adjustment. If Service Recipient terminates one or more Forward Service Categories in accordance with Section 5.2, the aggregate Monthly Service Fee for the Forward Services shall be reduced by the Monthly Service Fee attributable to each terminated Service Category, effective as of the Termination Date for such Service Category (or, if the Termination Date does not fall on the last day of a calenda

ARTICLE V — TERM AND TERMINATION

Section 5.1 — Term. (a) Forward Services. Each Forward Service shall commence on the Closing Date (November 15, 2024) and shall continue until the earlier of (i) the date that is eighteen (18) months after the Closing Date (i.e., May 15, 2026) and (ii) the date on which such Forward Service is terminated pursuant to Section 5.2 or Section 5.3 of this Agreement. (b) Reverse Services. Each Reverse Service shall commenc

Section 5.2 — Early Termination by Receiving Party. (a) Termination of Forward Services. Service Recipient may terminate any individual Forward Service Category, in whole but not in part, upon not less than ninety (90) calendar days' prior written notice to Service Provider (each, a "Forward Termination Notice"), specifying the Service Category to be terminated and the requested effective date of termination. Upon th

Section 5.3 — Termination for Cause. Either party may terminate this Agreement in its entirety, or any individual Service or Service Category, upon written notice to the other party if the other party materially breaches any of its obligations under this Agreement with respect to such Service or Service Category and such breach remains uncured for a period of thirty (30) calendar days after the breaching party's rece

Section 5.4 — Effect of Termination of Purchase Agreement. This Agreement shall automatically terminate and be of no further force or effect, and no party shall have any obligation hereunder, if the Purchase Agreement is terminated in accordance with its terms prior to the Closing. In such event, neither party shall have any liability to the other party under this Agreement, except as may otherwise be provided in the

Section 5.5 — Effect of Termination. Upon the termination or expiration of any Service (whether by reason of the passage of the Maximum Forward TSA Term or Maximum Reverse TSA Term, early termination pursuant to Section 5.2, termination for cause pursuant to Section 5.3, or otherwise): (a) the providing party shall have no further obligation to provide such terminated or expired Service, and the Receiving Party shall

Section 5.6 — Transition Assistance. Upon any termination or expiration of a Service (whether in whole or in part), Service Provider shall provide reasonable cooperation and assistance to facilitate an orderly transition of such Service to Service Recipient or its designee, including transferring data, providing documentation, and making knowledgeable personnel available for reasonable consultation, for a period of u

Section 6.1 — Confidential Information. Each party acknowledges that, in the course of performing and receiving the Services under this Agreement, it and its affiliates, employees, agents, and representatives may have access to, receive, or become aware of Confidential Information of the other party. Each party (as a "Receiving Party" for purposes of this Article VI) shall hold in strict confidence and shall not, dir

Section 6.2 — Permitted Disclosures. Notwithstanding Section 6.1, a Receiving Party may disclose the Disclosing Party's Confidential Information: (a) to its employees, directors, officers, agents, advisors (including legal counsel, auditors, and financial advisors), and contractors who have a legitimate need to know such Confidential Information for the purposes of this Agreement, provided that such persons are bound

Section 6.3 — Relationship to Purchase Agreement. The confidentiality obligations set forth in this Article VI are in addition to, and not in limitation or substitution of, the confidentiality provisions set forth in the Purchase Agreement and the Confidentiality Agreement, dated as of March 18, 2024, between Aurelius Media Holdings Inc. and Pinnacle Ridge Capital Management LLC (the "NDA"). In the event of any confl

ARTICLE VII — INTELLECTUAL PROPERTY

Section 7.1 — Ownership. Each party shall retain all right, title, and interest in and to its own intellectual property, including patents, copyrights, trademarks, trade secrets, know-how, and all other intellectual property rights (collectively, "Intellectual Property"). Nothing in this Agreement shall be construed as granting, by implication, estoppel, or otherwise, any license or other right to any intellectual Pr

Section 7.2 — Relationship to Trademark License Agreement. For the avoidance of doubt, the rights and obligations of the parties with respect to the "Meridian Press," "Bellweather Academic," and "Foxglove" trademarks, service marks, trade names, domain names, and associated marks and logos are exclusively governed by that certain Trademark License Agreement, dated as of the Closing Date, between Ridgeline Publishing

Section 7.3 — Developed Materials. Any materials, tools, deliverables, documentation, or works of authorship (collectively, "Developed Materials") that are created or developed by or on behalf of Service Provider solely and specifically for the purpose of providing the Forward Services to Service Recipient (excluding any Service Provider pre-existing intellectual Property or modifications thereto) shall be owned by S

ARTICLE VIII — REPRESENTATIONS AND WARRANTIES

Section 8.1 — Mutual Representations. Each party hereby represents and warrants to the other party, as of the date hereof, as follows: (a) Organization and Good Standing. Such party is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware (Service Provider: file no. 5987324; Service Recipient: file no. 6501982), and has all necessary corporate power and authority

Section 8.2 — Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE VIII, NEITHER PARTY MAKES, AND EACH PARTY HEREBY EXPRESSLY DISCLAIMS, ANY AND ALL REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, OR QUALITY. WITHOUT LIMITING THE GENER

ARTICLE IX — LIMITATION OF LIABILITY

Section 9.1 — Cap on Liability. The aggregate liability of Service Provider to Service Recipient and the Service Recipient Group for all claims, damages, losses, liabilities, costs, and expenses of any kind arising under or in connection with this Agreement with respect to any individual Forward Service Category shall not exceed an amount equal to twelve (12) months of the Monthly Service Fee for such Service Categor

Section 9.2 — Exclusion of Consequential Damages. IN NO EVENT SHALL EITHER PARTY (OR ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR REPRESENTATIVES) BE LIABLE TO THE OTHER PARTY (OR ITS AFFILIATES) FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES PROVIDED HEREUNDER, WHETHER BASED ON CONTRACT, TORT (INCL

Section 9.3 — Exceptions. The limitations and exclusions set forth in Sections 9.1 and 9.2 shall not apply to, and shall not limit the liability of either party with respect to: (a) any breach by a party of its confidentiality obligations under Article VI of this Agreement; (b) a party's indemnification obligations under Article X of this Agreement, to the extent arising from third-party claims; (c) fraud, willful mi

Section 10.1 — Indemnification by Service Provider. Subject to the limitations set forth in Article IX (except as provided in Section 9.3), Service Provider shall indemnify, defend, and hold harmless Service Recipient and the Service Recipient Group and their respective directors, officers, employees, agents, and representatives (collectively, the "Service Recipient Indemnified Parties") from and against any and all

Section 10.2 — Indemnification by Service Recipient. Subject to the limitations set forth in Article IX (except as provided in Section 9.3), Service Recipient shall indemnify, defend, and hold harmless Service Provider and its affiliates and their respective directors, officers, employees, agents, and representatives (collectively, the "Service Provider Indemnified Parties") from and against any and all Losses arisin

Section 10.3 — Indemnification Procedures. The following procedures shall apply to all indemnification claims under this Article X involving third-party claims: (a) Notice. The party seeking indemnification (the "Indemnified Party") shall provide prompt written notice to the party from whom indemnification is sought (the "Indemnifying Party") of any third-party claim, action, suit, or proceeding for which indemnifica

Section 10.4 — Relationship to Purchase Agreement. The indemnification obligations of the parties under this Agreement are separate from and in addition to (and not in limitation or duplication of) the indemnification obligations of the parties under the Purchase Agreement (including the indemnification provisions set forth in Article IX thereof, the Seventy-Two Million Dollar ($72,000,000) indemnification cap, and t

ARTICLE XI — DATA PROTECTION AND SECURITY

Section 11.1 — Data Protection. Each party shall comply with all applicable data protection, privacy, and information security laws, regulations, and standards (including, to the extent applicable, the California Consumer Privacy Act ("CCPA"), the New York SHIELD Act, the Personal Information Protection and Electronic Documents Act (Canada), and all other applicable federal, state, provincial, and local data protecti

Section 11.2 — Information Security. Service Provider shall maintain reasonable and appropriate administrative, technical, and physical safeguards designed to protect the confidentiality, integrity, and availability of Service Recipient's data (including personal data) that is processed, stored, or transmitted by Service Provider in connection with the Forward Services. Such safeguards shall be consistent in all mate

Section 11.3 — Security Breach Notification. In the event of any confirmed or reasonably suspected unauthorized access to, acquisition of, use of, or disclosure of Service Recipient's data (including personal data) processed in connection with the Services (a "Security Breach"), Service Provider shall: (a) notify Service Recipient of such Security Breach promptly, and in any event within seventy-two (72) hours after

ARTICLE XII — GOVERNANCE AND RELATIONSHIP MANAGEMENT

Section 12.1 — Transition Managers. Each party shall designate a primary point of contact (a "Transition Manager") who shall be responsible for the day-to-day coordination, oversight, and management of the Services under this Agreement. The initial Transition Managers shall be: (a) Service Provider Transition Manager: Thomas Whitfield, Senior Vice President, Corporate Development, Aurelius Global Media Group PLC (or

Section 12.2 — Steering Committee. Promptly following the Closing Date, the parties shall establish a joint steering committee (the "Steering Committee") consisting of the Transition Managers and such additional representatives as each party may designate from time to time. The Steering Committee shall meet at least once per calendar month (or more frequently as reasonably requested by either party) by telephone, vid

Section 12.3 — Reporting. Service Provider shall provide to Service Recipient, within fifteen (15) business days following the end of each calendar month, a written report detailing (a) the Forward Services performed during such calendar month, including a summary of key activities and deliverables for each Service Category, (b) the service levels achieved with respect to each Service Catego