Contract analysis

I. Executive Summary The purpose of this memorandum is to analyze and recommend the scope, pricing structure, and maximum duration of the Transition Services Agreement (the "TSA") to be entered into in connection with the carve-out and sale of one hundred percent (100%) of the membership interests in Meridian Press Holdings LLC ("MPH" or the "Business") by Aurelius Media Holdings Inc. ("Seller" or "AMH"), the US subs

II. Background and Rationale for TSA A. Operational Integration of MPH Within Aurelius MPH operates its three publishing imprints — Meridian Books (trade publishing), Bellweather Academic (academic and professional publishing), and Foxglove Periodicals (periodical and serial publications) — together with its distribution network of 14 centers across North America. Throughout MPH's history as a subsidiary of Aurelius,

1. Operational Continuity. The TSA provides Buyer and MPH with a reasonable runway to stand up independent operations and migrate off Aurelius's shared systems, processes, and infrastructure without disruption to MPH's ongoing business operations, customer relationships, or revenue generation.

2. Fair Compensation to Seller. The TSA compensates Aurelius at fair market value for the ongoing cost and administrative burden of providing transitional services to a divested business that is no longer part of the Aurelius group.

3. Clean Separation. The TSA establishes clear boundaries, timelines, and obligations governing the transition, reducing the risk of disputes and ensuring that both parties have a mutual understanding of the path to full operational independence.

4. Regulatory and Compliance Alignment. By structuring the TSA on arm's-length terms and at cost-plus pricing, the arrangement satisfies transfer pricing requirements and avoids any implication of continued economic affiliation that could create issues under applicable tax, regulatory, or antitrust frameworks.

III. Forward TSA Service Categories — Scope and Pricing A. Overview of Proposed Service Categories and Monthly Fees We propose that the forward TSA encompass four service categories, each with a fixed monthly fee. The following table summarizes the proposed structure: Each of these service categories is discussed in detail below. B. IT Infrastructure & Systems — $485,000/month

1. Scope of Services The IT Infrastructure & Systems service category encompasses the following services to be provided by Aurelius/AMH to MPH during the transition period: • Continued access to and support for the enterprise Aldermere Services Inc. system used by MPH, including all currently deployed modules for finance, procurement, supply chain management, and warehouse management across MPH's 14 distribution cent

2. Pricing Basis The $485,000 monthly fee represents a cost-plus allocation reflecting MPH's proportionate share of Aurelius's global IT spend, adjusted for the direct costs of maintaining the MPH-specific modules, licenses, and dedicated infrastructure components. The allocation methodology apportions Aurelius's aggregate IT costs based on a blended metric of headcount, system utilization (measured by transaction vo

3. Anticipated Migration Timeline IT Infrastructure & Systems is expected to be the longest-duration service category and the most complex to separate. Buyer's advisors at Pinnacle Ridge have indicated through preliminary discussions that they anticipate needing the full 18-month TSA term to implement a standalone ERP system, migrate MPH data, configure and test the new environment, and decommission MPH's presence on

4. Key Considerations for Drafting The IT Infrastructure & Systems service schedule should include the following provisions, which we will develop in detail during the drafting process: • Detailed Service Descriptions. The service schedule must contain granular descriptions of each IT service component, specifying the systems, modules, and applications covered, the personnel responsible for service delivery, the hour

1. Scope of Services The Finance & Accounting service category encompasses the following services: • General ledger maintenance and management for MPH and its subsidiaries, including Meridian Distribution Services Inc., Bellweather Academic Press Inc., Foxglove Media LLC, and Meridian Press Canada ULC; • Accounts payable processing, including vendor payment processing, invoice matching, and vendor relationship manage

2. Pricing Basis The $310,000 monthly fee is based on the allocated cost of the Aurelius centralized finance team members who are dedicated to or regularly support MPH operations, plus an allocated share of overhead costs attributable to shared finance leadership, systems, and infrastructure. The allocation methodology identifies the specific full-time equivalent ("FTE") personnel hours dedicated to MPH finance and a

3. Anticipated Migration Timeline Buyer is expected to hire or contract for standalone finance and accounting personnel within 9 to 12 months following the Closing. However, the full 18-month TSA term may be needed for more complex functions, including: • Intercompany reconciliation clean-up, which will require coordination between the Aurelius and MPH finance teams to identify, reconcile, and eliminate all intercomp

4. Key Considerations for Drafting • Cooperation with Buyer's Accounting Advisor. The TSA must include an express cooperation obligation requiring Aurelius's finance team to work collaboratively with Buyer's accounting advisor, Whitecliff & Harding LLP (engagement partner Susan Cartwright), during the post-closing net working capital ("NWC") true-up process. Under the MIPA, the NWC true-up statement must be delivered

1. Scope of Services The Human Resources & Payroll service category encompasses the following services: • Continued use of Aurelius's centralized HRIS platform for management of MPH employee records, including personnel files, employment history, performance records, and benefits enrollment data; • Payroll processing for approximately 2,400 transferring MPH employees across all US and Canadian jurisdictions, includin

2. Pricing Basis The $175,000 monthly fee reflects the per-employee cost allocation of the centralized HR function, HRIS licensing fees, payroll processing costs, and the overhead associated with benefits administration and compliance support. The per-employee cost was calculated by dividing the total cost of Aurelius's centralized HR function by the total headcount covered and then multiplying by MPH's approximately

3. Key Employee Retention Considerations As discussed in our separate memorandum on employment matters, the MIPA contemplates an aggregate key employee retention pool of $7,200,000 covering 12 senior managers, with 50% payable at Closing and 50% payable on the 12-month anniversary of the Closing Date. The administration of these retention payments — including computation, tax withholding, and disbursement — will requ

4. Anticipated Migration Timeline HR and payroll services are typically among the first services to be transitioned off in carve-out TSA arrangements. Buyer is expected to establish standalone payroll processing and benefits administration capabilities within 6 to 12 months following the Closing. The critical path items include: • Selection and implementation of a standalone HRIS platform; • Establishment of Buyer as

5. Key Considerations for Drafting • Change of Control Severance. Our diligence confirmed that the transaction does not trigger change of control severance provisions for any MPH employees under their existing employment agreements or under Aurelius's severance policies. Accordingly, the TSA should not include any incremental cost allocation for severance administration. This finding should be memorialized in the TSA

1. Scope of Services The Facilities & Real Estate service category encompasses the following: • Continued occupancy and use by MPH of the shared office space at 1180 Avenue of the Americas, 22nd Floor, New York, NY 10036. Aurelius retains the master lease for this space, and the TSA will function as a sublicense or occupancy arrangement permitting MPH to remain in the space during the transition period; • Shared buil

2. Pricing Basis The $220,000 monthly fee is based on a pro-rata allocation of the lease cost (base rent plus operating expense escalations) and building service costs attributable to the floor area occupied by MPH. Based on our review of the master lease terms and current operating expenses, this allocation represents a cost-based arrangement. Notably, the $220,000 monthly fee is below the current fair market sublea

3. Anticipated Migration Timeline Buyer will need to identify, negotiate, and build out a new permanent headquarters facility to replace the 1180 Avenue of the Americas space. Based on current midtown Manhattan market conditions and typical build-out timelines, 12 to 18 months is a reasonable estimate for lease negotiation, space design, construction, and move-in. Accordingly, Buyer may require the full 18-month TSA

4. Key Considerations for Drafting • Landlord Consent. The occupancy arrangement under the TSA should be structured to avoid triggering landlord consent requirements under the terms of Aurelius's master lease for the 1180 Avenue of the Americas space. Our real property diligence workstream has identified that 4 of 10 MPH-related leases require landlord consent for assignment; we must coordinate with the real property

IV. Reverse TSA — Distribution Logistics Support A. Structure and Parties Under the reverse TSA arrangement, the roles of service provider and service recipient are reversed: • Service Provider: Meridian Press Holdings LLC (post-closing, under Buyer's ownership via Ridgeline Publishing Acquisition Corp.) • Service Recipient: Aurelius Media Holdings Inc. (on behalf of Aurelius's retained Digital Media & Streaming and

V. TSA Duration and Early Termination Mechanics A. Maximum Duration The proposed maximum durations for the forward and reverse TSA components are as follows: • Forward TSA: 18 months from the Closing Date, yielding a maximum expiry date of May 15, 2026 (assuming a November 15, 2024 Closing). • Reverse TSA: 12 months from the Closing Date, yielding a maximum expiry date of November 15, 2025. The 18-month forward TSA d

VI. Service Level Standards A. General Standard The TSA should specify that all services provided by Aurelius must be performed at a level of care, quality, and timeliness consistent with the level of service provided by Aurelius to the Business during the 12-month period immediately prior to the signing date of the MIPA (i.e., the period from approximately July 2023 through July 2024). This "historical practice" sta

VII. Limitation of Liability A. Per-Category Liability Cap We propose that the TSA provider's aggregate liability for claims arising under or in connection with any individual service category be capped at 12 months of TSA fees for the applicable service category. The following table illustrates the resulting per-category liability caps: The per-category cap structure (rather than an aggregate cap across all service

1. Breaches of Confidentiality. Any breach of the confidentiality obligations under the TSA, including unauthorized disclosure of MPH's proprietary business information, customer data, or employee data;

2. Gross Negligence or Willful Misconduct. Losses resulting from the gross negligence or willful misconduct of the service provider or its personnel;

3. Third-Party intellectual Property Infringement. Claims by third parties alleging that the services provided under the TSA (or the systems or software used to provide such services) infringe the intellectual property rights of such third parties; and

4. Bodily Injury or Property Damage. Indemnification obligations arising from bodily injury to persons or physical damage to tangible property occurring at the shared facilities or in connection with the provision of TSA services. C. Consequential Damages Waiver Both parties should waive all claims for consequential, incidental, punitive, and special damages, including lost profits, lost revenue, loss of business opp

VIII. Pricing Methodology and Cost Allocation A. General Approach The TSA pricing is structured on a cost-plus basis. The monthly fees for each service category reflect Aurelius's fully allocated costs of providing the applicable services — including direct personnel costs, systems and license costs, infrastructure costs, and allocated overhead — plus a modest markup of approximately 5% to 8% (varying by service cate

IX. Key Negotiation Points and Recommendations A. Anticipated Buyer Positions Based on our experience with Pinnacle Ridge's counsel, Hathaway, Locke & Barnett LLP (partners Graham Ashworth and Danielle Ferreira), and our knowledge of Buyer-side positions in comparable carve-out transactions, we anticipate that Buyer may seek the following concessions:

1. Extended TSA Duration. Buyer may request an extension of the forward TSA duration beyond 18 months, potentially to 24 months, arguing that the IT migration is inherently unpredictable and that a longer runway reduces execution risk. Recommendation: Resist. The 18-month term is already at or above the market median for carve-out TSA arrangements and provides a generous timeline for Buyer to achieve standalone capab

2. Lower Pricing or Elimination of Cost-Plus Markup. Buyer may argue that Aurelius should provide TSA services at cost, without any markup, on the theory that Aurelius is simply continuing to do what it was already doing pre-closing. Recommendation: Resist. The markup compensates Aurelius for the real incremental burden of providing services to a divested entity, including the costs of maintaining data segregation, c

3. Specific Performance Remedies. Buyer may seek the right to compel specific performance of Aurelius's service delivery obligations under the TSA, arguing that monetary damages are an inadequate remedy for a failure to provide critical operational services. Recommendation: Resist specific performance as a general remedy, as it would impose an unacceptable burden on Aurelius and is inconsistent with the transitional

4. Right to Hire Aurelius Personnel. Buyer may request the right to hire or solicit Aurelius employees who are providing TSA services, on the theory that retaining these individuals would facilitate a smoother transition. Recommendation: Resist or significantly limit. A broad hire-away right could deplete Aurelius's capability to provide the remaining TSA services and could disrupt Aurelius's retained operations. If

5. Granular SLAs with Penalty Provisions. Buyer may push for detailed, quantitative SLAs for all service categories (not just IT) with financial penalties (fee abatements or credits) for failures to meet the specified levels. Recommendation: Resist penalty-based SLAs, which are unusual in seller-provided carve-out TSA arrangements and would transform the TSA from a cooperative transition arrangement into an adversari

1. No Enhancement Obligation. The TSA should expressly state that Aurelius has no obligation to hire additional personnel, invest in new systems or infrastructure, upgrade existing systems, or otherwise enhance its capabilities in order to provide the TSA services. Aurelius's obligation is limited to providing services consistent with historical practice using its existing resources.

2. Right to Modify Infrastructure. Aurelius should retain the right to make changes to its own systems, infrastructure, and operations (including outsourcing to third-party providers) during the TSA term, provided that Aurelius uses commercially reasonable efforts to minimize the impact on the TSA services and provides Buyer with reasonable advance notice (we recommend 60 days) of any material changes.

3. No Exclusivity. The TSA should not restrict Aurelius's ability to outsource, consolidate, or reorganize any of its own functions to third-party providers or to assign its TSA obligations to a successor entity, provided that Aurelius remains primarily liable for the quality and continuity of the TSA services.

4. Wind-Down Plan Requirement. To ensure that Buyer is actively working toward achieving standalone capability, the TSA should require Buyer to deliver a transition plan within 90 days of the Closing Date, setting forth the expected timeline and milestones for achieving independence in each service category. The plan should be updated quarterly and shared with Aurelius. While the plan would not be binding, it would p

5. Insurance Requirements. Buyer should be required to maintain adequate insurance coverage for its operations, including operations conducted at or through the shared facilities, and to name Aurelius as an additional insured under applicable policies. Minimum coverage requirements should be specified (e.g., $5,000,000 commercial general liability, $2,000,000 professional liability, and statutory workers' compensatio