Contract analysis

Section 1.1 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below: "Aggregate Deemed Sale Price" or "ADSP" means the amount determined in accordance with Treasury Regulations Section 1.338-4, which generally equals the sum of (a) the grossed-up amount realized on the sale of the stock (or, in the case of a disregarded entity, the membership interests) of Old Target, an

Section 1.2 — Purchase Agreement Definitions Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Purchase Agreement. In the event of any conflict between a definition set forth in Section 1.1 of this Agreement and a definition set forth in the Purchase Agreement, the definition set forth in this Agreement shall control for purposes of thi

Section 1.3 — Interpretive Provisions Unless the context otherwise requires, the following rules of interpretation shall apply to this Agreement: (a) The words "hereof," "herein," "hereunder," and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement. (b) All references herein to Articles, Sections, and Exhibits shall be de

ARTICLE II — SECTION 338(h)(10) ELECTION

Section 2.1 — Joint Election Seller and Buyer hereby agree to jointly make an election under Section 338(h)(10) of the Code and Treasury Regulations Section 1.338(h)(10)-1 with respect to the acquisition by Buyer of one hundred percent (100%) of the Membership Interests in Meridian Press Holdings LLC. The Parties acknowledge and agree that the Company is treated as a disregarded entity for United States federal incom

Section 2.2 — Corresponding State and Local Elections In addition to the Section 338(h)(10) Election under the Code, the Parties further agree to make any corresponding or similar elections under the tax laws of each state and local jurisdiction in which the Company or any Target Subsidiary files Tax Returns or is otherwise subject to Tax, to the fullest extent that such elections are available under the applicable t

Section 2.3 — Treatment as Deemed Asset Sale The Parties agree that, as a result of the Election, the Transaction shall be treated for United States federal income tax purposes and, to the extent applicable, for state and local income tax purposes, as a deemed sale of all of the assets of Old Target (including the assets of any Target Subsidiary that is treated as a disregarded entity or pass-through entity) in a sin

Section 2.4 — Preparation and Filing of Election Forms (a) IRS Form 8023. Buyer shall be responsible for preparing IRS Form 8023 (Elections Under Section 338 for Corporations Making Qualified Stock Purchases) in a manner consistent with this Agreement and the Purchase Agreement. Buyer shall deliver a complete draft of Form 8023 to Seller not later than sixty (60) days prior to the due date for filing such form (which

Section 2.5 — Irrevocability Once the Section 338(h)(10) Election has been made, such Election shall be irrevocable and may not be revoked, rescinded, terminated, or modified without the prior written consent of both Seller and Buyer. Each Party acknowledges that the other Party is relying on the making of the Election in entering into the Transaction and that the revocation or modification of the Election without th

ARTICLE III — ALLOCATION OF DEEMED ASSET SALE PURCHASE PRICE

Section 3.1 — Allocation Methodology The Aggregate Deemed Sale Price (ADSP) and the Adjusted Grossed-Up Basis (AGUB) shall be allocated among the assets of Old Target (and any applicable Target Subsidiary whose assets are treated as assets of Old Target for purposes of the Election) in accordance with the residual method prescribed by Section 338(b)(5) of the Code and Treasury Regulations Sections 1.338-6 and 1.338-7

Section 3.2 — Preliminary Allocation (a) Not later than ninety (90) days following the Closing Date (i.e., not later than February 13, 2025), Buyer shall prepare and deliver to Seller a preliminary Allocation Schedule substantially in the form of Exhibit A attached hereto (the "Preliminary Allocation"). The Preliminary Allocation shall set forth the fair market values of the assets allocated to each of Class I throug

Section 3.3 — Review and Dispute Resolution (a) Review Period. Seller shall have a period of thirty (30) days following receipt of the Preliminary Allocation (the "Review Period") to review the Preliminary Allocation. During the Review Period, Seller shall either: (i) deliver to Buyer a written notice accepting the Preliminary Allocation, in which case the Preliminary Allocation shall constitute the Final Allocation

Section 3.4 — Adjustments to Allocation In the event of any adjustment to the Equity Purchase Price pursuant to the post-closing purchase price true-up provisions of the Purchase Agreement (including the net working capital true-up, which has a deadline of February 13, 2025) or any other adjustment to the aggregate consideration paid or payable in connection with the Transaction, including but not limited to: (a) any

Section 3.5 — Consistency Each Party hereby agrees, for itself and on behalf of its affiliates, to: (a) report the deemed asset sale resulting from the Election on all Tax Returns (including, without limitation, IRS Form 8883 and any corresponding state or local forms) and in all dealings with the IRS, state and local tax authorities, and any other taxing authorities in a manner entirely consistent with the Final All

ARTICLE IV — TAX REPORTING AND COOPERATION

Section 4.1 — Tax Returns Each Party shall prepare and file, or cause to be prepared and filed, all Tax Returns required to be filed in connection with the Election in a manner consistent with this Agreement, the Final Allocation, and the treatment of the Transaction as a deemed asset sale. Without limiting the generality of the foregoing: (a) Seller's Tax Returns. Seller acknowledges and agrees that the deemed asset

Section 4.2 — Cooperation Each Party shall, and shall cause its respective affiliates, officers, directors, employees, agents, and representatives (including Aurelius Global Media Group PLC in the case of Seller, and Pinnacle Ridge Capital Partners Fund IV, L.P. and Pinnacle Ridge Capital GP IV LLC in the case of Buyer) to, cooperate fully and in good faith with the other Party in connection with the Election and the

Section 4.3 — Retention of Records Each Party shall retain, and shall cause its affiliates to retain, all records, documents, workpapers, correspondence, and other materials relating to the Election, the Allocation, and the deemed asset sale treatment of the Transaction for a period of not less than seven (7) years following the Closing Date (i.e., until at least November 15, 2031), or such longer period as may be re

Section 4.4 — Tax Advisors The Parties acknowledge and agree that: (a) Seller's independent auditor and tax advisor is Pemberton Graves LLP (engagement partner: Robert Ainsley), and Seller's tax counsel is Calderwood & Harkness LLP (specialist partner, tax: Leonard Cross); (b) Buyer's independent accounting and tax advisor is Whitecliff & Harding LLP (engagement partner: Susan Cartwright); and (c) each Party has been

ARTICLE V — REPRESENTATIONS AND WARRANTIES

Section 5.1 — Seller's Representations and Warranties Aurelius Media Holdings Inc. hereby represents and warrants to Buyer as of the date hereof and as of the Closing Date as follows: (a) Organization and Good Standing. Seller is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware (Secretary of State file no. 5987324). Seller has all requisite corporate power a

Section 5.2 — Buyer's Representations and Warranties Ridgeline Publishing Acquisition Corp. hereby represents and warrants to Seller as of the date hereof and as of the Closing Date as follows: (a) Organization and Good Standing. Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware (Secretary of State file no. 6501982), having been incorporated on Octob

Section 6.1 — Indemnification by Seller Subject to the terms and conditions of this Article VI, Seller shall indemnify, defend, and hold harmless Buyer and its affiliates, and their respective officers, directors, employees, agents, successors, and permitted assigns (collectively, the "Buyer Indemnified Parties"), from and against any and all losses, damages, liabilities, claims, demands, actions, causes of action, j

Section 6.2 — Indemnification by Buyer Subject to the terms and conditions of this Article VI, Buyer shall indemnify, defend, and hold harmless Seller and its affiliates, and their respective officers, directors, employees, agents, successors, and permitted assigns (collectively, the "Seller Indemnified Parties"), from and against any and all Losses arising from or relating to: (a) any breach of any representation or

Section 6.3 — Coordination with Purchase Agreement The indemnification provisions of this Agreement are intended to supplement, and not to supplant, limit, or supersede, the indemnification provisions of the Purchase Agreement (Article IX thereof). This Agreement provides additional and specific remedies with respect to breaches of the covenants, representations, and warranties set forth herein relating to the Electi

Section 7.1 — Transfer Taxes Any and all transfer, sales, use, stamp, documentary, registration, recording, conveyance, or similar Taxes, fees, or charges (including any related interest and penalties) imposed by any federal, state, local, or foreign taxing authority in connection with the deemed asset sale resulting from the Election (collectively, "Transfer Taxes") shall be borne equally (fifty percent (50%) by Sel

Section 8.1 — Governing Law This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice of law or conflict of laws provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. Any legal action, suit, or proceeding

Section 8.2 — Entire Agreement; Relationship to Purchase Agreement This Agreement, together with the Purchase Agreement and the other transaction documents executed and delivered in connection with the Transaction (including, without limitation, the Escrow Agreement by and among Seller, Buyer, and Granite Trust Company, N.A. as escrow agent, the Transition Services Agreement, the Trademark License Agreement, the Non-