Contract analysis

I. Purpose and Background This memorandum to file summarizes the material terms, conditions, and exclusions of the representations and warranties insurance ("R&W Insurance" or "RWI") policy bound on July 22, 2024, in connection with the carve-out and sale of 100% of the membership interests in Meridian Press Holdings LLC ("MPH" or the "Company") by Aurelius Media Holdings Inc. ("Seller") to Ridgeline Publishing Acqui

II. Policy Details A. Carrier and Policy Number The RWI policy has been placed with the following carrier: Carrier: Kelvantis Omnivrel Insurance Company Address: 300 First Stamford Place, Stamford, CT 06902 Underwriting Contact: David Kowalski, Senior Vice President, Transactional Risk Policy Number: RWI-2024-MPH-00417 Policy Type: Buyer-side representations and warranties insurance policy Kelvantis Omnivrel Insuranc

III. Scope of Coverage A. Covered Representations and Warranties The RWI policy covers losses arising from breaches of the representations and warranties made by Seller (Aurelius Media Holdings Inc.) in Article IV of the MIPA, as modified and qualified by the Seller Disclosure Schedules delivered at signing on July 19, 2024. The policy incorporates the MIPA representations by reference and applies the same qualificat

IV. Key Exclusions A. Standard Exclusions The RWI policy contains the following standard exclusions, which are consistent with market practice for buyer-side RWI policies:

1. Known Breaches / Knowledge Exclusion. The policy does not provide coverage for any breach of a representation or warranty of which the deal team members of the Named Insured had actual knowledge as of the date of the MIPA (July 19, 2024). The knowledge exclusion is the most significant limitation on coverage in any RWI policy, as it precludes recovery for matters that were known to the Buyer's deal team at the tim

2. Fraud by Named Insured. The policy excludes coverage for losses arising from fraud or intentional misrepresentation by the Named Insured. This is a standard exclusion and prevents the Named Insured from recovering under the policy for losses caused by its own fraudulent conduct. It is important to note that this exclusion applies only to fraud by the Named Insured (i.e., the Buyer) — fraud by the Seller is not exc

3. Purchase Price Adjustments. The policy does not provide coverage for any adjustments to the purchase price pursuant to the net working capital true-up mechanism or other customary post-closing price adjustment mechanisms set forth in the MIPA. The MIPA provides for a net working capital adjustment based on a target of $145,000,000 and an estimated closing net working capital of $142,000,000. A 90-day true-up perio

4. Forward-Looking and Projections. The policy does not provide coverage for breaches of any covenant, forward-looking statement, or projection. Coverage is limited to representations and warranties as of the signing date (July 19, 2024) and/or the Closing Date (November 15, 2024), as applicable. This exclusion is consistent with the fundamental nature of RWI coverage, which is backward-looking and attaches to the ac

5. Underfunded Pension and Benefit Obligations. The policy excludes coverage for losses relating to underfunded pension or benefit obligations of MPH or its subsidiaries, to the extent such underfunding is not specifically represented in the MIPA. This exclusion addresses the risk that pre-existing shortfalls in pension funding levels could give rise to material liabilities that are not captured by the representation

1. Carve-Out / Separation Risks. The policy does not provide coverage for losses arising from the inadequacy or failure of the separation of MPH's business operations from Aurelius's retained digital media, e-commerce, and streaming operations. This exclusion is significant in the context of this transaction, as MPH has historically operated as an integrated division within the Aurelius corporate group, sharing certa

2. Transfer Pricing. The policy excludes coverage for losses arising from intercompany transfer pricing arrangements between MPH and other Aurelius entities that were in place prior to closing, to the extent such arrangements were disclosed in the Seller Disclosure Schedules. Transfer pricing risk is a common concern in carve-out transactions involving multinational corporate groups, and the exclusion reflects the un

3. Certain Environmental Matters. The policy contains a carve-out for specifically identified pre-existing environmental conditions at four owned distribution centers operated by MPH and its subsidiaries. The facilities subject to this exclusion are: • 45 Fieldcrest Avenue, Edison, New Jersey; • 2200 Westbelt Drive, Columbus, Ohio; • 8700 Freeport Parkway, Dallas, Texas; and • 1400 Scheels Drive, Reno, Nevada. The ex

4. Section 338(h)(10) Election. The policy excludes coverage for tax losses arising solely from the making of the joint Section 338(h)(10) election under the Internal Revenue Code. The MIPA contemplates that Buyer and Seller will make a joint election under Section 338(h)(10) of the IRC (and any corresponding elections under state and local tax law) with respect to the acquisition of the membership interests in MPH.

V. Interplay with MIPA Indemnification Provisions A. Relationship Between RWI and Escrow The indemnification framework established in Article IX of the MIPA operates in conjunction with, and is supplemented by, the RWI policy. The key elements of the interplay between the MIPA indemnification provisions, the escrow arrangement, and the RWI policy are as follows: The $72,000,000 escrow held by Granite Trust Company, N

VI. No-Claims Declaration Process As a condition to the binding of the RWI policy, the Named Insured and the deal team members of the Named Insured were required to deliver a no-claims declaration to Kelvantis Omnivrel Insurance Company. The no-claims declaration was delivered on July 22, 2024, contemporaneously with the binding of the policy, and contained the following certifications: (a) The Named Insured and its

VII. Cooperation Obligations Named Insured's Obligations The RWI policy imposes the following cooperation obligations on the Named Insured: (a) Prompt Notice. The Named Insured is required to provide prompt notice to Kelvantis Omnivrel Insurance Company of any claim or potential claim under the policy. Notice must be provided within the timeframes specified in the policy, which generally require notification within 3

VIII. Underwriting Process Summary The underwriting process for the RWI policy proceeded on the following timeline and involved the following key steps: The initial submission to Kelvantis Omnivrel Insurance Company was made in early July 2024, following the execution of the non-binding letter of intent and term sheet on May 3, 2024. The submission package included the draft MIPA, a summary of the transaction terms,

IX. Key Dates Summary The following table sets forth the key dates relevant to the RWI policy and the underlying transaction:

X. Observations and Recommendations Based on our review of the RWI binder and the related transaction documents, we offer the following observations and recommendations:

1. The RWI policy is structured in a manner consistent with current market practice for buyer-side policies in middle-market carve-out transactions. The key economic terms — including the coverage limit, retention, premium rate, and policy period — are within the range of terms observed in comparable transactions and reflect a reasonable allocation of risk between the parties and the insurer.

2. The alignment of the coverage limit ($72,000,000) with both the indemnification cap under the MIPA and the escrow amount deposited with Granite Trust Company, N.A. provides a symmetrical risk allocation framework. This alignment simplifies the administration of claims and ensures that the Named Insured's total recovery potential (combining the escrow and the RWI policy) is calibrated to the indemnification exposur

3. The retention of $4,800,000, matching the MIPA's tipping basket, ensures that the insurer's exposure commences at the same economic threshold as Seller's indemnification obligation. This alignment is beneficial from both a structural and practical perspective, as it avoids any gap between the MIPA indemnification threshold and the RWI coverage trigger.

4. The 50/50 premium split ($900,000 per party) is within market norms and is favorable to Buyer relative to the growing trend of Buyer-borne premiums. In many recent transactions, particularly those involving financial sponsor buyers, the Buyer has borne 100% of the premium cost, making the 50/50 allocation a positive outcome for Pinnacle Ridge.

5. The subrogation waiver in favor of Seller is an important protection for Aurelius Media Holdings Inc. and Aurelius Global Media Group PLC. The waiver ensures that Seller will not face claims from the insurer following the payment of a covered loss, subject to the fraud and willful misconduct carve-out. Seller's counsel (Calderwood & Harkness LLP) should confirm that the subrogation waiver is reflected in the final

6. Seller's counsel should review the final issued policy when it becomes available (expected within 30 days of binding) to confirm consistency with the binder terms summarized in this memorandum. Particular attention should be paid to the following areas: (a) The exclusion for carve-out/separation risks (Section IV.B.1), to confirm that the scope of the exclusion is appropriately limited and does not inadvertently c

7. The policy's 36-month term provides tail coverage beyond the general representation survival period (which expires 18 months post-closing on May 15, 2026), which is beneficial for Buyer's protection on Fundamental Representation claims. The extended reporting period of 12 months following policy expiration provides additional protection for claims discovered near the end of the policy period.

8. No further action is required by Seller at this time with respect to the RWI policy. The bring-down no-claims declaration and the formal policy issuance are the next key milestones, both of which are expected to occur at or around the Closing Date.

XI. Attachments / Cross-References The following documents are attached to or cross-referenced in this memorandum and should be maintained in the matter file: Attachment A: Copy of R&W Insurance Binder (Policy No. RWI-2024-MPH-00417) issued by Kelvantis Omnivrel Insurance Company on July 22, 2024 — to be maintained in the matter file (Matter No. 1043-00002). Cross-Reference: Membership Interest Purchase Agreement (Ex