Contract analysis

Section 1.1 — Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below: "Buyer" means Ridgeline Publishing Acquisition Corp., a Delaware corporation (file no. 6501982), with its registered agent at Crowne Albany Corporation, 1209 Orange Street, Wilmington, Delaware 19801, and its successors and permitted assigns. "Buyer's Counsel" means Hathaway, Locke & Barnett LLP, 51 We

Section 1.2 — Interpretation. (a) Unless the context otherwise requires, references in this Agreement to Articles, Sections, Exhibits, and Schedules are references to Articles and Sections of, and Exhibits and Schedules to, this Agreement. (b) Words importing the singular shall include the plural and vice versa, and words importing any gender shall include all genders. (c) The words "include," "includes," and "includ

ARTICLE II — ESTABLISHMENT OF ESCROW

Section 2.1 — Deposit of Escrow Amount. (a) On the Closing Date, Buyer shall deposit, or cause to be deposited, with Escrow Agent, by wire transfer of immediately available funds to the Escrow Account in accordance with the wire instructions set forth on Exhibit A, the Escrow Amount of Seventy-Two Million Dollars ($72,000,000). (b) The Escrow Amount is being deducted from the estimated equity purchase price of Four H

Section 2.2 — Escrow Account. (a) The Escrow Amount and all Investment Earnings thereon (collectively, the "Escrow Funds") shall be held by Escrow Agent in the Escrow Account at all times during the term of this Agreement. (b) Escrow Agent shall maintain the Escrow Account as a segregated account, separate and apart from Escrow Agent's own funds, proprietary accounts, and all accounts of other clients and customers o

Section 2.3 — Purpose. The Escrow Funds shall serve as security for Seller's indemnification obligations under Article IX of the MIPA, subject in all respects to the following limitations and conditions, as more fully set forth in the MIPA: (a) the Indemnification Cap of Seventy-Two Million Dollars ($72,000,000), which represents the maximum aggregate amount of Losses recoverable by Buyer from the Escrow Funds (excep

ARTICLE III — RELEASE OF ESCROW FUNDS

Section 3.1 — Release Upon Joint Written Instructions. (a) Escrow Agent shall release all or any portion of the Escrow Funds upon receipt of Joint Written Instructions signed by both Buyer and Seller (or their respective authorized representatives designated on Exhibit E attached hereto), substantially in the form attached hereto as Exhibit C. Each set of Joint Written Instructions shall specify (i) the amount of Esc

Section 3.2 — Scheduled Release — General Survival Period. (a) On the date that is five (5) business days after May 15, 2026 (which date is the expiration of the General Survival Period, being eighteen (18) months from the Closing Date) (the "General Release Date"), Escrow Agent shall release to Seller, by wire transfer of immediately available funds to the account designated by Seller on Exhibit A (or as otherwise d

Section 3.3 — Scheduled Release — Fundamental Representations Survival Period. (a) On the date that is five (5) business days after November 15, 2027 (which date is the expiration of the Fundamental Representations Survival Period, being thirty-six (36) months from the Closing Date, the "Final Release Date"), Escrow Agent shall release to Seller, by wire transfer of immediately available funds to the account designat

Section 3.4 — Release Upon Final Resolution of Pending Claims. (a) Promptly (and in any event within five (5) business days) following the final resolution of any Pending Claim, Escrow Agent shall release Escrow Funds in respect of such Pending Claim as follows: (i) If such Pending Claim is resolved in favor of Buyer (in whole or in part), Escrow Agent shall release to Buyer, by wire transfer of immediately available

Section 3.5 — Tax Indemnity Claims. Notwithstanding anything herein to the contrary, Escrow Funds may be retained in the Escrow Account to secure tax-related indemnification claims asserted by Buyer under Section 9.2(e) of the MIPA beyond the Fundamental Representations Survival Period, to the extent that such tax-related claims arise from or relate to (a) Pre-Closing Tax Periods (as defined in the MIPA), (b) Straddl

Section 3.6 — No Release to Buyer Absent Proper Claim. Escrow Agent shall not release any portion of the Escrow Funds to Buyer except: (a) upon receipt of Joint Written Instructions directing such release; (b) pursuant to a final, non-appealable order or judgment of a court of competent jurisdiction, or a final arbitration award, directing such release; or (c) in accordance with the claim procedures set forth in Arti

ARTICLE IV — INVESTMENT OF ESCROW FUNDS

Section 4.1 — Permitted Investments. Escrow Agent shall invest and reinvest the Escrow Funds in one or more of the following instruments or accounts (each, a "Permitted Investment"), as jointly directed by Buyer and Seller in writing: (a) Direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America (including United States Treasury bills,

Section 4.2 — Investment Earnings. (a) All interest, dividends, and other income earned on the Escrow Funds ("Investment Earnings") shall be added to and become a part of the Escrow Funds and shall be held, invested, and disbursed in accordance with the terms of this Agreement, including Article III. (b) Investment Earnings shall be allocated for federal, state, and local income tax reporting purposes entirely to Sel

Section 4.3 — Tax Reporting. (a) Escrow Agent shall report all Investment Earnings to the Internal Revenue Service under the taxpayer identification number of Seller (Aurelius Media Holdings Inc., EIN [to be provided on IRS Form W-9]), unless Buyer and Seller otherwise jointly direct Escrow Agent in writing. (b) Seller shall, promptly following execution of this Agreement (and in any event within five (5) business da

Section 4.4 — Investment Risk. Buyer and Seller acknowledge and agree that: (a) Escrow Agent shall not be liable for any loss of principal or income resulting from any Permitted Investment made in accordance with this Agreement, including any loss resulting from the decline in value of any investment, the default of any issuer, or any market fluctuations, except to the extent such loss is directly caused by Escrow Ag

Section 5.1 — Claim Notices. (a) To make a claim against the Escrow Funds for indemnification under the MIPA, Buyer shall deliver a written Claim Notice simultaneously to Seller (with a copy to Seller's Counsel, Calderwood & Harkness LLP, 425 Park Avenue, New York, New York 10022, Attention: Beatrice Holloway) and Escrow Agent (Attention: Margaret Huang, Trust Officer, 100 Federal Street, Boston, Massachusetts 02110,

Section 5.2 — Response Period; Dispute Notice. (a) Seller shall have thirty (30) calendar days following Seller's receipt of a Claim Notice (the "Response Period") to deliver a written response to Buyer (with a copy to Buyer's Counsel, Hathaway, Locke & Barnett LLP, 51 West 52nd Street, New York, New York 10019, Attention: Graham Ashworth) and Escrow Agent, in the form of either: (i) an acceptance of the claim in who

Section 5.3 — Disputed Claims. (a) If Seller delivers a timely Dispute Notice within the Response Period, the disputed amount (or the entire claimed amount, if Seller disputes the claim in its entirety) shall become a "Disputed Claim." (b) Escrow Agent shall continue to hold the amount of any Disputed Claim in the Escrow Account pending final resolution of such Disputed Claim in accordance with this Article V. Escrow

Section 5.4 — Dispute Resolution. (a) Net Working Capital and Related Disputes. Any dispute relating to the amount or calculation of net working capital, closing indebtedness, closing cash, or transaction expenses (in each case, as defined and used in the MIPA) shall be submitted to Kensington Forensic Advisors LLP, 90 Park Avenue, New York, New York 10016 (the "Neutral Accountant"), in accordance with the procedures

Section 5.5 — Reservation of Funds for Pending Claims. (a) Upon Escrow Agent's receipt of a Claim Notice delivered in accordance with Section 5.1, Escrow Agent shall promptly reserve (i.e., set aside and not release) from the Escrow Funds an amount equal to the estimated amount of Losses specified in such Claim Notice, pending resolution of such claim. Such reservation shall be reflected in Escrow Agent's records and

Section 6.1 — Duties and Responsibilities. (a) Escrow Agent's duties and obligations under this Agreement shall be entirely ministerial in nature and shall be limited solely to those expressly set forth in this Agreement. Escrow Agent shall act in accordance with Joint Written Instructions, Claim Notices, Dispute Notices, final court orders, arbitral awards, and determinations of the Neutral Accountant, in each case

Section 6.2 — Standard of Care; Limitation of Liability. (a) Escrow Agent shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and believed by it to be authorized or within its rights or powers conferred upon it by this Agreement, except to the extent that any such action, omission, or forbearance is finally determined by a court of competent jurisdiction to have resulted fro

Section 6.3 — Reliance on Instructions. (a) Escrow Agent shall be entitled to rely upon, and shall be fully protected in acting or refraining from acting upon, any written notice, instruction, certificate, request, direction, consent, statement, confirmation, order, judgment, award, determination, or other document or instrument furnished to it under this Agreement that Escrow Agent believes in good faith to be genui

Section 6.4 — Conflicting Instructions. (a) If at any time Escrow Agent receives or is presented with conflicting, inconsistent, or ambiguous instructions, notices, or demands from Buyer and Seller (or their respective authorized representatives or counsel), Escrow Agent shall be entitled to refrain from taking any action with respect to the Escrow Funds (or the disputed portion thereof) until such conflict, inconsis

Section 6.5 — Resignation and Removal. (a) Resignation. Escrow Agent may resign at any time by giving thirty (30) calendar days' prior written notice of its resignation to Buyer and Seller. Such resignation shall take effect upon the earlier of (i) the appointment of a successor escrow agent in accordance with this Section 6.5 and the transfer of the Escrow Funds to such successor, or (ii) the expiration of such thir

Section 6.6 — Successor Escrow Agent. (a) Any successor escrow agent appointed pursuant to Section 6.5 shall be a national banking association or trust company organized and existing under the laws of the United States, with combined capital and surplus of at least Five Hundred Million Dollars ($500,000,000). (b) The successor escrow agent shall execute a written instrument in form and substance reasonably satisfacto

ARTICLE VII — COMPENSATION AND EXPENSES OF ESCROW AGENT

Section 7.1 — Fees. Buyer and Seller shall each pay fifty percent (50%) of Escrow Agent's fees in connection with the establishment and administration of the Escrow Account, as set forth in the fee schedule attached hereto as Exhibit B (the "Fee Schedule"). Escrow Agent's fees shall include (a) a one-time setup fee payable upon execution of this Agreement and (b) an annual administration fee payable upon execution of

Section 7.2 — Expenses; Reimbursement. Buyer and Seller shall, jointly and severally (with contribution rights between them on a fifty/fifty (50/50) basis), reimburse Escrow Agent for all reasonable and documented out-of-pocket costs and expenses incurred by Escrow Agent in connection with the performance of its duties under this Agreement, including, without limitation: (a) reasonable fees and disbursements of legal

Section 7.3 — Priority of Fees. Escrow Agent shall be entitled to deduct its accrued and unpaid fees and reimbursable expenses from the Escrow Funds before any distribution to Buyer or Seller, provided that Escrow Agent has given at least ten (10) business days' prior written notice to Buyer and Seller of its intention to make such deduction, specifying the amount and nature of the fees and expenses to be deducted. I

ARTICLE VIII — INDEMNIFICATION OF ESCROW AGENT

Section 8.1 — Indemnification by Buyer and Seller. (a) Buyer and Seller shall, jointly and severally (with contribution rights between them on a fifty/fifty (50/50) basis), indemnify, defend, and hold harmless Escrow Agent and its officers, directors, employees, agents, and affiliates (each, an "Escrow Agent Indemnified Party") from and against any and all losses, liabilities, damages, claims, suits, actions, proceed

ARTICLE IX — REPRESENTATIONS AND WARRANTIES

Section 9.1 — Representations of Buyer. Buyer represents and warrants to Seller and Escrow Agent, as of the date hereof, as follows: (a) Organization. Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware (file no. 6501982). (b) Authority. Buyer has full corporate power and authority to execute and deliver this Agreement and to perform its obligations he

Section 9.2 — Representations of Seller. Seller represents and warrants to Buyer and Escrow Agent, as of the date hereof, as follows: (a) Organization. Seller is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware (file no. 5987324). (b) Authority. Seller has full corporate power and authority to execute and deliver this Agreement and to perform its obligations

Section 9.3 — Representations of Escrow Agent. Escrow Agent represents and warrants to Buyer and Seller, as of the date hereof, as follows: (a) Organization. Escrow Agent is a national banking association duly organized, validly existing, and in good standing under the laws of the United States of America. (b) Authority. Escrow Agent has full corporate power and authority to execute and deliver this Agreement and to

Section 10.1 — Manner of Notices. All notices, requests, demands, consents, instructions, waivers, and other communications required or permitted to be given under this Agreement (each, a "Notice") shall be in writing and shall be deemed to have been duly given: (a) when delivered personally to the designated recipient at the address set forth in Section 10.2; (b) on the next business day after deposit with a nationa

Section 10.2 — Addresses for Notices. Notices shall be addressed as follows: If to Seller: Aurelius Media Holdings Inc. c/o Aurelius Global Media Group PLC 14 Clarges Street London W1J 8AQ, United Kingdom Attention: Claudia Restrepo, General Counsel Email: c.restrepo@aureliusglobal.com with a copy (which shall not constitute notice) to: Calderwood & Harkness LLP 425 Park Avenue New York, New York 10022 Attention: Bea