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WRITTEN RESOLUTION OF THE BOARD OF DIRECTORS OF AURELIUS GLOBAL MEDIA GROUP PLC

(a public limited company incorporated under the laws of England and Wales) (Companies House Registration No. 08431276)

Registered Office: 14 Clarges Street, London W1J 8AQ, United Kingdom

London Stock Exchange — Premium Listing (Ticker: AGMG) Nasdaq Global Select Market — American Depositary Receipts (Ticker: AGMG)

Effective Date: July 17, 2024

This Written Resolution (this "Resolution") of the Board of Directors (the "Board") of Aurelius Global Media Group PLC, a public limited company incorporated and registered in England and Wales under the Companies Act 2006 with registration number 08431276 (the "Company" or "Aurelius"), is adopted as of the date first written above in lieu of a meeting of the Board of Directors, in accordance with the Company's Articles of Association and applicable law. This Resolution has been circulated to all members of the Board of Directors entitled to receive notice of and vote at a meeting of the Board and is being signed by each such director, thereby constituting the unanimous written consent of the full Board. The actions set forth herein shall have the same force and effect as if taken at a duly convened meeting of the Board at which a quorum was present and acting throughout.

RECITALS

WHEREAS:

A. The Company and Its Structure

The Company, Aurelius Global Media Group PLC, is a diversified media, entertainment, and e-commerce group listed on the London Stock Exchange (Premium Listing Segment) and on the Nasdaq Global Select Market through an American Depositary Receipt program, with fiscal year 2023 consolidated revenues of approximately £3,800,000,000 (three billion eight hundred million pounds sterling). The Company's operations are organized into three principal business segments: (i) Digital Media & Streaming, which accounts for approximately 45% of consolidated revenues and encompasses the Company's subscription video-on-demand platforms, digital advertising networks, and content production studios; (ii) E-Commerce & Marketplace, which accounts for approximately 30% of consolidated revenues and encompasses the Company's direct-to-consumer and third-party marketplace platforms; and (iii) Legacy Publishing, which accounts for approximately 25% of consolidated revenues and encompasses the Company's book publishing, periodical, and educational content operations conducted through the Meridian Press brand.

The Company's corporate structure with respect to the Legacy Publishing segment is as follows: the Company is the sole shareholder of Aurelius Media Holdings Inc., a corporation organized and existing under the laws of the State of Delaware (Delaware Division of Corporations file number 5987324), which in turn is the sole member of Meridian Press Holdings LLC, a limited liability company organized and existing under the laws of the State of Delaware (Delaware Division of Corporations file number 4521889). Meridian Press Holdings LLC operates the entirety of the Company's Legacy Publishing segment.

B. The Target Business

Meridian Press Holdings LLC ("MPH" or "Meridian Press") operates integrated book publishing, periodical, and educational content businesses under the Meridian Press brand. MPH conducts its operations through three distinct publishing imprints: (i) Meridian Books, the Company's trade and general-interest book publishing imprint; (ii) Bellweather Academic, the Company's academic, professional, and scholarly publishing imprint; and (iii) Foxglove Periodicals, the Company's consumer and professional periodical and magazine publishing imprint. MPH maintains its principal office at 1180 Avenue of the Americas, 22nd Floor, New York, New York 10036, United States.

MPH owns and operates a network of fourteen (14) distribution centers located across North America, servicing wholesale, retail, institutional, and direct-to-consumer channels. As of the date of this Resolution, MPH employs approximately 2,400 full-time equivalent employees across its publishing, editorial, sales, distribution, and corporate functions.

For the fiscal year ended December 31, 2023, MPH generated total revenue of approximately $1,140,000,000 (one billion one hundred forty million United States dollars) and Adjusted EBITDA (as defined in the MIPA, defined below) of approximately $96,000,000 (ninety-six million United States dollars), representing an Adjusted EBITDA margin of approximately 8.4%.

MPH's key subsidiaries include: (a) Meridian Distribution Services Inc., a Delaware corporation (file number 4736201), which operates MPH's distribution and fulfillment network; (b) Bellweather Academic Press Inc., a Delaware corporation (file number 4801133), which holds certain intellectual property and publishing rights related to the Bellweather Academic imprint; (c) Foxglove Media LLC, a limited liability company organized under the laws of the State of New York, which operates the Foxglove Periodicals imprint and related digital media properties; and (d) Meridian Press Canada ULC, an unlimited liability company organized under the laws of the Province of British Columbia, Canada, which conducts MPH's Canadian publishing and distribution operations.

C. Strategic Rationale for the Divestiture

The Board has, over the course of a multi-month evaluation process, carefully considered the strategic alternatives available with respect to the Company's Legacy Publishing segment, including continued ownership and operation, partial divestiture, strategic partnership, and a full sale of the segment. The Board has determined, following thorough deliberation and in consultation with its advisors, that a full divestiture of the Legacy Publishing segment, effected through a sale of all of the membership interests in Meridian Press Holdings LLC, is in the best interests of the Company and its shareholders. The divestiture will enable Aurelius to sharpen its strategic focus on its higher-growth Digital Media & Streaming and E-Commerce & Marketplace segments, which the Board believes present superior long-term growth prospects and return-on-capital profiles relative to the Legacy Publishing segment, and will allow the Company to redeploy the net proceeds of the divestiture toward organic growth initiatives, strategic acquisitions, debt reduction, and shareholder returns within those core business segments.

The Board has engaged and received strategic and financial advice from Haverford Whitmore & Co. ("Haverford Whitmore"), acting through Catherine Liang, Managing Director, M&A Advisory, in connection with the evaluation of the proposed transaction and the strategic alternatives available to the Company.

D. The Proposed Transaction

The Company proposes to effect, through its wholly owned subsidiary Aurelius Media Holdings Inc. (the "Seller"), the sale of 100% of the membership interests in Meridian Press Holdings LLC (the "Membership Interests") to Ridgeline Publishing Acquisition Corp. (the "Buyer"), a corporation newly formed under the laws of the State of Delaware (Delaware Division of Corporations file number 6501982). The Buyer is a special purpose acquisition vehicle formed at the direction of, and serving as the designated acquisition vehicle for, Pinnacle Ridge Capital Partners Fund IV, L.P. ("Pinnacle Ridge"), a limited partnership organized and existing under the laws of the State of Delaware (file number 6234577), which is a middle-market private equity fund managed by Pinnacle Ridge Capital Management LLC.

The proposed transaction (the "Transaction") is to be effected pursuant to that certain Membership Interest Purchase Agreement (the "MIPA"), by and among Aurelius Media Holdings Inc. (as Seller), Ridgeline Publishing Acquisition Corp. (as Buyer), and, solely for purposes of certain specified provisions thereof, Aurelius Global Media Group PLC and Pinnacle Ridge Capital Partners Fund IV, L.P. The MIPA provides for the sale of the Membership Interests at an enterprise value of $480,000,000 (four hundred eighty million United States dollars). The implied enterprise value to Adjusted EBITDA multiple is 5.0x, based on MPH's fiscal year 2023 Adjusted EBITDA of $96,000,000.

The Company has engaged Calderwood & Harkness LLP to serve as its legal counsel in connection with the Transaction, with Beatrice Holloway serving as the Responsible Partner, James Prentice serving as the Billing Partner, and the engagement being conducted under Matter Number 1043-00002.

E. Key Financial Terms

The key financial terms of the Transaction, as set forth in the MIPA, are as follows:

(i) Enterprise Value. The enterprise value for the Transaction is $480,000,000.

(ii) Estimated Equity Purchase Price. The estimated equity purchase price is $418,000,000, calculated as the enterprise value of $480,000,000, less estimated closing indebtedness of $62,500,000 (comprising (a) a $50,000,000 intercompany promissory note payable by Meridian Press Holdings LLC to Aurelius Media Holdings Inc. and (b) $12,500,000 in capital lease obligations), plus estimated closing cash of $8,200,000, less estimated target transaction expenses of $4,700,000, less an estimated net working capital shortfall of $3,000,000 (based on estimated net working capital of $142,000,000 as compared to the contractual net working capital target of $145,000,000).

(iii) Escrow Deposit. An escrow deposit of $72,000,000 (representing 15% of the enterprise value) shall be deposited with Granite Trust Company, N.A. (account reference GT-ESC-2024-11150048), to be held pursuant to the terms of the Escrow Agreement, securing the Seller's post-closing indemnification obligations under the MIPA.

(iv) Net Cash to Seller at Closing. The net cash to Seller at closing is estimated at approximately $346,000,000, reflecting the estimated equity purchase price of $418,000,000 less the $72,000,000 escrow deposit.

(v) Post-Closing Net Working Capital True-Up. The MIPA provides for a post-closing net working capital true-up mechanism, to be completed within ninety (90) calendar days following the closing date, with any adjustments settled by wire transfer between the parties in accordance with the dispute resolution provisions set forth in the MIPA.

F. Indemnification Framework

The indemnification framework set forth in the MIPA is summarized as follows:

(i) General Indemnification Cap. The aggregate liability of the Seller for indemnification claims under the MIPA (other than for Excluded Claims, as defined below) is capped at $72,000,000, representing 15% of the enterprise value. This cap is coextensive with the escrow deposit, such that the Buyer's sole recourse for general indemnification claims (other than Excluded Claims) shall be against the escrow deposit.

(ii) Tipping Basket. The Seller's obligation to indemnify the Buyer for losses shall not arise until the aggregate amount of qualifying losses exceeds $4,800,000 (representing 1% of the enterprise value), at which point the Seller shall be liable for the full amount of such losses from the first dollar (i.e., a "tipping basket"). Individual claims must meet a de minimis threshold of $250,000 in order to count toward the basket.

(iii) General Survival Period. Representations and warranties of the Seller (other than Fundamental Representations and Tax Representations) shall survive for a period of eighteen (18) months following the closing date.

(iv) Fundamental Representations Survival. Fundamental representations (including representations regarding organization and authority, capitalization, title to membership interests, and brokers' fees) shall survive for a period of thirty-six (36) months following the closing date.

(v) Tax Indemnity Survival. The Seller's tax indemnification obligations shall survive until the date that is sixty (60) days after the expiration of the applicable statute of limitations (including any extensions or waivers thereof) for the relevant taxable period.

(vi) Excluded Claims. Notwithstanding the general indemnification cap, claims arising out of or relating to fraud, willful misconduct, or breaches of Fundamental Representations (collectively, "Excluded Claims") shall be subject to a separate cap equal to the full enterprise value of $480,000,000.

G. Representations and Warranties Insurance

In connection with the Transaction, the parties have arranged for a representations and warranties insurance ("R&W Insurance") policy to be procured from Kelvantis Omnivrel Insurance Company, bearing Policy Number RWI-2024-MPH-00417, with the following material terms: (a) coverage limit of $72,000,000, (b) retention (self-insured amount) of $4,800,000, and (c) aggregate premium of $1,800,000, representing 2.5% of the coverage limit. The premium shall be split equally between the Buyer and the Seller, with each party bearing $900,000.

H. Ancillary Transaction Documents

The MIPA contemplates that, at or prior to the closing of the Transaction, the parties shall execute and deliver certain ancillary agreements and documents, including the following:

(i) Transition Services Agreement. A Transition Services Agreement (the "TSA") to be entered into between Aurelius Media Holdings Inc. (as Service Provider) and Ridgeline Publishing Acquisition Corp. (as Service Recipient), pursuant to which Aurelius Media Holdings Inc. shall provide the following transition services to the Buyer for a period of up to eighteen (18) months following the closing date:

(a) IT Infrastructure & Systems services at a monthly fee of $485,000;

(b) Finance & Accounting services at a monthly fee of $310,000;

(d) Facilities & Real Estate services at a monthly fee of $220,000;

for a total monthly fee of $1,190,000 and a maximum aggregate consideration of $21,420,000 over the full eighteen-month term. The TSA shall also provide for reverse transition services, pursuant to which the Buyer (through MPH) shall provide distribution logistics services to Aurelius Media Holdings Inc. at a monthly fee of $85,000 for a period of up to twelve (12) months following the closing date, for a maximum aggregate consideration of $1,020,000.

(ii) Escrow Agreement. An Escrow Agreement to be entered into among Aurelius Media Holdings Inc., Ridgeline Publishing Acquisition Corp., and Granite Trust Company, N.A. (as Escrow Agent), governing the deposit, investment, and release of the $72,000,000 escrow deposit.

(iii) Trademark License Agreement. A Trademark License Agreement to be entered into between Ridgeline Publishing Acquisition Corp. (or MPH, as licensor) and Aurelius Media Holdings Inc. (as licensee), granting Aurelius Media Holdings Inc. a three-year, royalty-free, non-exclusive license to use the "Meridian" name and associated trademarks in connection with legacy digital content hosted on or distributed through the Aurelius streaming platform.

(iv) Non-Competition and Non-Solicitation Agreement. A Non-Competition and Non-Solicitation Agreement (the "Non-Competition Agreement") to be entered into by Aurelius Global Media Group PLC and Aurelius Media Holdings Inc. in favor of Ridgeline Publishing Acquisition Corp., pursuant to which Aurelius and Aurelius Media Holdings Inc. shall be restricted from (a) engaging in, directly or indirectly, book publishing, periodical publishing, and educational content businesses in the United States and Canada for a period of five (5) years from the closing date, and (b) soliciting for employment any employees of MPH or its subsidiaries for a period of two (2) years from the closing date.

(v) Section 338(h)(10) Election Agreement. A Section 338(h)(10) Election Agreement to be entered into between Aurelius Media Holdings Inc. and Ridgeline Publishing Acquisition Corp., pursuant to which the parties shall jointly elect, under Section 338(h)(10) of the Internal Revenue Code of 1986, as amended (the "IRC"), and the applicable Treasury Regulations promulgated thereunder, to treat the sale of the Membership Interests as a deemed asset sale for United States federal income tax purposes and for all applicable state income tax purposes. The estimated United States federal and state income tax liability to the Seller arising from the Section 338(h)(10) election is approximately $48,000,000.

I. Regulatory Approvals

The consummation of the Transaction is subject to receipt of regulatory approvals and expiration of applicable waiting periods, including:

(i) Hart-Scott-Rodino Act. A pre-merger notification filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), is required in connection with the Transaction. The parties have been assigned HSR Transaction Number 20241537. The HSR Act filing fee of $280,150 shall be borne by the Buyer.

(ii) Canadian Competition Act. A notification under Part IX of the Competition Act (Canada) is required in connection with the Transaction by reason of the operations of Meridian Press Canada ULC in Canada.

(iii) CFIUS. No filing with or review by the Committee on Foreign Investment in the United States ("CFIUS") is required, as the parties have confirmed that MPH does not constitute a "TID US business" within the meaning of 31 C.F.R. Part 800.

J. Financial Advisor Opinion and Recommendation

The Board has received, reviewed, and considered a detailed financial presentation from Haverford Whitmore & Co. regarding the financial terms and conditions of the proposed Transaction, including, among other things, an analysis of the enterprise value, the implied valuation multiples, comparable transactions and precedent transactions in the publishing sector, discounted cash flow analyses, and the strategic rationale for the divestiture. The Board has also received and reviewed the MIPA and each of the ancillary transaction documents described above, in substantially final form, as prepared and negotiated by Calderwood & Harkness LLP. The Board notes that the Pinnacle Ridge Investment Committee approved the Transaction and authorized the Buyer to proceed with execution of the MIPA on July 15, 2024.

K. Board Determination

The Board, having carefully reviewed and considered (i) the strategic rationale for the divestiture of the Legacy Publishing segment, (ii) the financial terms and conditions of the Transaction as set forth in the MIPA and the ancillary transaction documents, (iii) the advice and analyses of Haverford Whitmore & Co. as the Company's financial advisor, (iv) the advice of Calderwood & Harkness LLP as the Company's legal counsel, (v) the regulatory and tax implications of the Transaction, including the proposed Section 338(h)(10) election, (vi) the terms of the R&W Insurance policy, (vii) the indemnification framework, and (viii) all other factors deemed relevant by the Board, has unanimously determined that the Transaction, on the terms and conditions set forth in the MIPA and the ancillary transaction documents, is fair and reasonable, and in the best interests of the Company and its shareholders as a whole.

RESOLUTIONS

NOW, THEREFORE, BE IT RESOLVED, that:

Resolution 1 — Approval of the Transaction

The sale by Aurelius Media Holdings Inc. of 100% of the membership interests in Meridian Press Holdings LLC to Ridgeline Publishing Acquisition Corp. at an enterprise value of $480,000,000, on the terms and subject to the conditions set forth in the Membership Interest Purchase Agreement, in substantially the form presented to and reviewed by the Board (a copy of which is attached hereto as Exhibit A and incorporated herein by reference), is hereby approved, authorized, confirmed, and ratified in all respects.

Resolution 2 — Approval of the Membership Interest Purchase Agreement

The Membership Interest Purchase Agreement (the "MIPA"), by and among Aurelius Media Holdings Inc. (as Seller), Ridgeline Publishing Acquisition Corp. (as Buyer), and, solely for purposes of certain specified provisions thereof, Aurelius Global Media Group PLC and Pinnacle Ridge Capital Partners Fund IV, L.P., in substantially the form presented to the Board and attached hereto as Exhibit A, with such changes, amendments, modifications, and supplements as may be approved by the designated signatories authorized herein, is hereby approved, authorized, and ratified in all respects. The execution, delivery, and performance by Aurelius Media Holdings Inc. of the MIPA, including without limitation the preparation, finalization, and delivery of the Seller Disclosure Schedules contemplated thereby, are hereby authorized, directed, and approved. The Company is further authorized to cause Aurelius Media Holdings Inc. to execute, deliver, and perform the MIPA in accordance with its terms.

Resolution 3 — Approval of the Transition Services Agreement

The Transition Services Agreement (the "TSA") to be entered into between Aurelius Media Holdings Inc. (as Service Provider) and Ridgeline Publishing Acquisition Corp. (as Service Recipient), providing for the transition services described in Recital H(i) above at a total monthly fee of $1,190,000 for a maximum term of eighteen (18) months post-closing (maximum aggregate consideration of $21,420,000) and for reverse transition services for distribution logistics at a monthly fee of $85,000 for a maximum term of twelve (12) months post-closing (maximum aggregate consideration of $1,020,000), in substantially the form presented to the Board and attached hereto as Exhibit B, with such changes, amendments, modifications, and supplements as may be approved by the designated signatories authorized herein, is hereby approved, authorized, and ratified in all respects. The TSA shall become effective as of the closing date of the Transaction. The execution, delivery, and performance by Aurelius Media Holdings Inc. of the TSA are hereby authorized, directed, and approved.

Resolution 4 — Approval of the Escrow Agreement

The Escrow Agreement to be entered into among Aurelius Media Holdings Inc., Ridgeline Publishing Acquisition Corp., and Granite Trust Company, N.A. (as Escrow Agent), providing for the deposit, investment, and release of $72,000,000 in escrow (account reference GT-ESC-2024-11150048) in accordance with the indemnification provisions of the MIPA, in substantially the form presented to the Board and attached hereto as Exhibit C, with such changes, amendments, modifications, and supplements as may be approved by the designated signatories authorized herein, is hereby approved, authorized, and ratified in all respects. The execution, delivery, and performance by Aurelius Media Holdings Inc. of the Escrow Agreement are hereby authorized, directed, and approved.

Resolution 5 — Approval of the Trademark License Agreement

The Trademark License Agreement to be entered into between Ridgeline Publishing Acquisition Corp. (or Meridian Press Holdings LLC, as licensor) and Aurelius Media Holdings Inc. (as licensee), granting Aurelius Media Holdings Inc. a three (3)-year, royalty-free, non-exclusive license to use the "Meridian" name and associated trademarks and service marks in connection with legacy digital content hosted on or distributed through the Aurelius streaming platform, in substantially the form presented to the Board and attached hereto as Exhibit D, with such changes, amendments, modifications, and supplements as may be approved by the designated signatories authorized herein, is hereby approved, authorized, and ratified in all respects. The execution, delivery, and performance by Aurelius Media Holdings Inc. of the Trademark License Agreement are hereby authorized, directed, and approved.

Resolution 6 — Approval of the Non-Competition and Non-Solicitation Agreement

The Non-Competition and Non-Solicitation Agreement to be entered into by Aurelius Global Media Group PLC and Aurelius Media Holdings Inc. in favor of Ridgeline Publishing Acquisition Corp., restricting Aurelius and Aurelius Media Holdings Inc. from engaging, directly or indirectly, in book publishing, periodical publishing, and educational content businesses in the United States and Canada for a period of five (5) years from the closing date, and restricting Aurelius and Aurelius Media Holdings Inc. from soliciting for employment any employees of Meridian Press Holdings LLC or its subsidiaries for a period of two (2) years from the closing date, in substantially the form presented to the Board and attached hereto as Exhibit E, with such changes, amendments, modifications, and supplements as may be approved by the designated signatories authorized herein, is hereby approved, authorized, and ratified in all respects. The execution, delivery, and performance by Aurelius Global Media Group PLC and Aurelius Media Holdings Inc. of the Non-Competition and Non-Solicitation Agreement are hereby authorized, directed, and approved.

Resolution 7 — Approval of the Section 338(h)(10) Election Agreement

The Section 338(h)(10) Election Agreement to be entered into between Aurelius Media Holdings Inc. and Ridgeline Publishing Acquisition Corp., pursuant to which the parties shall jointly elect under Section 338(h)(10) of the Internal Revenue Code of 1986, as amended, and the applicable Treasury Regulations thereunder, to treat the sale of the membership interests in Meridian Press Holdings LLC as a deemed asset sale for United States federal and applicable state income tax purposes, in substantially the form presented to the Board and attached hereto as Exhibit F, with such changes, amendments, modifications, and supplements as may be approved by the designated signatories authorized herein, is hereby approved, authorized, and ratified in all respects. The Board acknowledges the estimated United States federal and state income tax liability to the Seller of approximately $48,000,000 arising from the Section 338(h)(10) election and has determined that such election is in the best interests of the Company, taking into account the overall economics and tax structure of the Transaction. The execution, delivery, and performance by Aurelius Media Holdings Inc. of the Section 338(h)(10) Election Agreement, including the timely preparation and filing of all IRS Forms 8023 and any corresponding state election forms, are hereby authorized, directed, and approved.

Resolution 8 — Approval of Key Employee Retention Arrangements

The Board hereby acknowledges and approves the key employee retention arrangements for twelve (12) designated senior managers of Meridian Press Holdings LLC and its subsidiaries, with an aggregate retention pool of $7,200,000 (seven million two hundred thousand United States dollars). Such retention payments shall be structured as follows: fifty percent (50%) of each individual's retention amount shall be payable at the closing of the Transaction, and the remaining fifty percent (50%) shall be payable on the twelve (12)-month anniversary of the closing date, in each case subject to the individual's continued employment with Meridian Press Holdings LLC (or its successor) through the applicable payment date, on such terms and conditions as are set forth in the individual retention agreements to be entered into between Meridian Press Holdings LLC and each such senior manager. The payment of such retention amounts is hereby authorized and approved as a transaction expense contemplated by the MIPA.

Resolution 9 — Authorization of Designated Signatories

The Board hereby designates and authorizes each of the following officers of the Company (each, a "Designated Signatory") to execute and deliver, on behalf of the Company, and to cause Aurelius Media Holdings Inc. to execute and deliver, the MIPA, the TSA, the Escrow Agreement, the Trademark License Agreement, the Non-Competition and Non-Solicitation Agreement, the Section 338(h)(10) Election Agreement, the Seller Disclosure Schedules, and any and all certificates, instruments, agreements, and other documents contemplated thereby or necessary or desirable to consummate the Transaction:

(a) Claudia Restrepo, General Counsel of Aurelius Global Media Group PLC; and

(b) Thomas Whitfield, Senior Vice President, Corporate Development of Aurelius Global Media Group PLC.

Any one of the above-named Designated Signatories, acting alone without the joinder of any other person, shall have full power and authority to execute and deliver, on behalf of the Company and Aurelius Media Holdings Inc., the MIPA, the TSA, the Escrow Agreement, the Trademark License Agreement, the Non-Competition and Non-Solicitation Agreement, the Section 338(h)(10) Election Agreement, the Seller Disclosure Schedules, and any and all other certificates, instruments, agreements, and documents contemplated by the foregoing or otherwise necessary, desirable, or appropriate in connection with the consummation of the Transaction, and any third party may conclusively rely upon the authority of any such Designated Signatory acting alone.

Resolution 10 — Authorization of Regulatory Filings

The Board hereby authorizes and directs the Designated Signatories and such other officers, employees, and agents of the Company and its subsidiaries as may be necessary or appropriate, to prepare, execute, file, and deliver all regulatory filings, notifications, applications, and submissions required in connection with the Transaction, including without limitation:

(a) pre-merger notification filings and all related filings, correspondence, and supplemental materials under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (HSR Transaction Number 20241537);

(b) notifications and all related filings under Part IX of the Competition Act (Canada) in connection with the operations of Meridian Press Canada ULC;

(c) any other filings, notifications, or applications with or to any domestic or foreign governmental authority, regulatory body, stock exchange, or self-regulatory organization as may be required or advisable in connection with the Transaction; and

(d) all responses to requests for additional information, second requests, or other inquiries from any governmental authority in connection with the foregoing.

Each Designated Signatory is further authorized to engage and direct outside regulatory counsel and economists as may be necessary or advisable to support the preparation and prosecution of such filings and to respond to any regulatory inquiries.

Resolution 11 — Authorization of Closing Deliverables

The Board hereby authorizes and directs the Designated Signatories to execute and deliver, on behalf of the Company and Aurelius Media Holdings Inc., all closing deliverables required or contemplated under the MIPA and the ancillary transaction documents, including without limitation the following:

(a) officer's certificate of the Seller certifying the satisfaction of the conditions to closing set forth in the MIPA;

(b) secretary's certificate of the Seller, with attached incumbency certificates and certified copies of organizational documents and authorizing resolutions;

(c) bring-down certificate confirming the accuracy of the Seller's representations and warranties as of the closing date;

(d) a certificate of non-foreign status (FIRPTA certificate / non-foreign affidavit) in the form prescribed by Treasury Regulations Section 1.1445-2(b)(2), certifying that the Seller is not a "foreign person" within the meaning of Section 1445 of the IRC;

(e) an assignment of membership interests, duly executed by the Seller, transferring 100% of the membership interests in Meridian Press Holdings LLC to the Buyer;

(f) an estimated closing statement setting forth the Seller's good faith estimates of the components of the equity purchase price, including closing indebtedness, closing cash, target transaction expenses, and net working capital;

(g) a payoff letter and lien release with respect to the $50,000,000 intercompany promissory note payable by Meridian Press Holdings LLC to Aurelius Media Holdings Inc., providing for the repayment and termination of such note and the release of any related liens or security interests at or prior to closing;

(h) certificates of good standing (or equivalent status certificates) for the Company, Aurelius Media Holdings Inc., Meridian Press Holdings LLC, and each of its subsidiaries from the applicable secretaries of state or comparable governmental authorities; and

(i) any other documents, instruments, or certificates required to be delivered under the MIPA or any ancillary transaction document, or as may otherwise be necessary, desirable, or appropriate to consummate the Transaction.

Resolution 12 — Delegation of Authority for Ministerial Matters

The Board hereby delegates to each of Claudia Restrepo and Thomas Whitfield (each acting individually, without the joinder of the other) the authority to:

(a) negotiate and agree to non-material modifications, amendments, supplements, or changes to the MIPA, the TSA, the Escrow Agreement, the Trademark License Agreement, the Non-Competition and Non-Solicitation Agreement, the Section 338(h)(10) Election Agreement, and any other transaction document;

(b) waive any condition to closing on behalf of the Company or the Seller, or grant any consent on behalf of the Company or the Seller, under the MIPA or any ancillary transaction document;

(d) take all such further actions as such Designated Signatory deems necessary, desirable, or advisable to consummate the Transaction and the transactions contemplated by the MIPA and the ancillary transaction documents;

in each case without further action of or authorization by the Board; provided, however, that no such modification, amendment, supplement, change, waiver, consent, or extension shall be agreed to by any Designated Signatory if the same would materially and adversely affect the rights or obligations of the Company, Aurelius Media Holdings Inc., or any of their respective affiliates under the Transaction or the transaction documents, as reasonably determined by the Designated Signatory in consultation with the Company's legal counsel.

Resolution 13 — Ratification of Prior Actions

The Board hereby ratifies, confirms, approves, and adopts all actions heretofore taken by any officer, director, employee, agent, or other authorized representative of the Company or any of its subsidiaries in connection with the preparation, evaluation, negotiation, and execution of the Transaction, the MIPA, and the ancillary transaction documents, and in connection with the engagement and direction of the Company's advisors, including without limitation the engagement of Calderwood & Harkness LLP as legal counsel to the Company (engagement reference SC/BH/JP/2024-0304/AGMG) and the engagement of Haverford Whitmore & Co. as financial advisor to the Company. All such actions, to the extent taken in good faith and in furtherance of the Transaction, are hereby ratified, confirmed, approved, and adopted in all respects as the actions of the Company and its Board of Directors.

Resolution 14 — General Authorization

The Board hereby authorizes, empowers, and directs each Designated Signatory and each other officer of the Company, acting singly and without the joinder of any other person, to execute and deliver such further agreements, documents, certificates, instruments, notices, and filings, and to take or cause to be taken such further actions, in the name and on behalf of the Company and its subsidiaries (including Aurelius Media Holdings Inc.), as such officer may deem necessary, desirable, or appropriate to carry out the intent and purposes of the foregoing resolutions and to consummate the Transaction and the transactions contemplated by the MIPA and the ancillary transaction documents, the execution and delivery of any such agreement, document, certificate, instrument, notice, or filing, or the taking of any such action, to be conclusive evidence of the authority of such officer and the approval of the Board.

ATTESTATION AND SIGNATURE

This Written Resolution has been duly adopted by the unanimous consent of the Board of Directors of Aurelius Global Media Group PLC as of July 17, 2024, in accordance with the Company's Articles of Association and applicable law. This Resolution shall be filed with the minutes of the proceedings of the Board of Directors and shall be effective as of the date first written above.

The undersigned, being all of the directors of Aurelius Global Media Group PLC entitled to receive notice of and vote at a meeting of the Board of Directors, hereby consent to, approve, and adopt the foregoing resolutions in lieu of a meeting, by affixing their signatures below.

Sir Edward Thornton-Graves

By: ________

Name: Sir Edward Thornton-Graves

Title: Chairman of the Board

Date: ________

Priya Raghunathan

By: ________

Name: Priya Raghunathan

Title: Chief Executive Officer and Director

Date: ________

David Chen-Watanabe

By: ________

Name: David Chen-Watanabe

Title: Chief Financial Officer and Director

Date: ________

Ingrid Delacroix

By: ________

Name: Ingrid Delacroix

Title: Independent Non-Executive Director

Date: ________

Marcus Osei-Bonsu

By: ________

Name: Marcus Osei-Bonsu

Title: Independent Non-Executive Director

Date: ________

Helena Johansson

By: ________

Name: Helena Johansson

Title: Non-Executive Director

Date: ________

Robert Ashworth III

By: ________

Name: Robert Ashworth III

Title: Senior Independent Director

Date: ________

COMPANY SECRETARY ATTESTATION

I, the undersigned, being the duly appointed Company Secretary of Aurelius Global Media Group PLC, hereby certify that the foregoing Written Resolution was duly circulated to all members of the Board of Directors entitled to receive notice of and vote at a meeting of the Board, and that the signatures appearing above constitute the signatures of all such directors, representing the unanimous consent of the full Board. This Resolution has been filed with the minute book of the Company in accordance with the Company's Articles of Association and the Companies Act 2006.

Aurelius Global Media Group PLC

By: ________

Name: Fiona Gallagher

Title: Company Secretary

Date: ________

EXHIBITS AND ANNEXURES

The following documents, in substantially final form, were presented to and reviewed by the Board of Directors in connection with the adoption of this Written Resolution. Copies of each document were made available to the directors through the Company's secure board materials portal and are incorporated herein by reference:

This Written Resolution, together with all exhibits and annexures referenced herein, constitutes confidential and privileged information of Aurelius Global Media Group PLC. Distribution of this document is restricted to the directors, officers, and authorized advisors of the Company. Any unauthorized reproduction, distribution, or disclosure of this document or its contents is strictly prohibited.

[END OF WRITTEN RESOLUTION]

Exhibit	Document	Status
Exhibit A	Membership Interest Purchase Agreement (MIPA) among Aurelius Media Holdings Inc. (as Seller), Ridgeline Publishing Acquisition Corp. (as Buyer), and, solely for purposes of certain provisions, Aurelius Global Media Group PLC and Pinnacle Ridge Capital Partners Fund IV, L.P.	Substantially Final Form
Exhibit B	Transition Services Agreement (TSA) between Aurelius Media Holdings Inc. (as Service Provider) and Ridgeline Publishing Acquisition Corp. (as Service Recipient)	Substantially Final Form
Exhibit C	Escrow Agreement among Aurelius Media Holdings Inc., Ridgeline Publishing Acquisition Corp., and Granite Trust Company, N.A. (as Escrow Agent)	Substantially Final Form
Exhibit D	Trademark License Agreement between Ridgeline Publishing Acquisition Corp. (or Meridian Press Holdings LLC) and Aurelius Media Holdings Inc.	Substantially Final Form
Exhibit E	Non-Competition and Non-Solicitation Agreement by Aurelius Global Media Group PLC and Aurelius Media Holdings Inc. in favor of Ridgeline Publishing Acquisition Corp.	Substantially Final Form
Exhibit F	Section 338(h)(10) Election Agreement between Aurelius Media Holdings Inc. and Ridgeline Publishing Acquisition Corp.	Substantially Final Form

WRITTEN RESOLUTION OF THE BOARD OF DIRECTORS OF AURELIUS GLOBAL MEDIA GROUP PLC
(a public limited company incorporated under the laws of England and Wales) (Companies House Registration No. 08431276)
Registered Office: 14 Clarges Street, London W1J 8AQ, United Kingdom
London Stock Exchange — Premium Listing (Ticker: AGMG) Nasdaq Global Select Market — American Depositary Receipts (Ticker: AGMG)
Effective Date: July 17, 2024
This Written Resolution (this "Resolution") of the Board of Directors (the "Board") of Aurelius Global Media Group PLC, a public limited company incorporated and registered in England and Wales under the Companies Act 2006 with registration number 08431276 (the "Company" or "Aurelius"), is adopted as of the date first written above in lieu of a meeting of the Board of Directors, in accordance with the Company's Articles of Association and applicable law. This Resolution has been circulated to all members of the Board of Directors entitled to receive notice of and vote at a meeting of the Board and is being signed by each such director, thereby constituting the unanimous written consent of the full Board. The actions set forth herein shall have the same force and effect as if taken at a duly convened meeting of the Board at which a quorum was present and acting throughout.
RECITALS
WHEREAS:
A. The Company and Its Structure
The Company, Aurelius Global Media Group PLC, is a diversified media, entertainment, and e-commerce group listed on the London Stock Exchange (Premium Listing Segment) and on the Nasdaq Global Select Market through an American Depositary Receipt program, with fiscal year 2023 consolidated revenues of approximately £3,800,000,000 (three billion eight hundred million pounds sterling). The Company's operations are organized into three principal business segments: (i) Digital Media & Streaming, which accounts for approximately 45% of consolidated revenues and encompasses the Company's subscription video-on-demand platforms, digital advertising networks, and content production studios; (ii) E-Commerce & Marketplace, which accounts for approximately 30% of consolidated revenues and encompasses the Company's direct-to-consumer and third-party marketplace platforms; and (iii) Legacy Publishing, which accounts for approximately 25% of consolidated revenues and encompasses the Company's book publishing, periodical, and educational content operations conducted through the Meridian Press brand.
The Company's corporate structure with respect to the Legacy Publishing segment is as follows: the Company is the sole shareholder of Aurelius Media Holdings Inc., a corporation organized and existing under the laws of the State of Delaware (Delaware Division of Corporations file number 5987324), which in turn is the sole member of Meridian Press Holdings LLC, a limited liability company organized and existing under the laws of the State of Delaware (Delaware Division of Corporations file number 4521889). Meridian Press Holdings LLC operates the entirety of the Company's Legacy Publishing segment.
B. The Target Business
Meridian Press Holdings LLC ("MPH" or "Meridian Press") operates integrated book publishing, periodical, and educational content businesses under the Meridian Press brand. MPH conducts its operations through three distinct publishing imprints: (i) Meridian Books, the Company's trade and general-interest book publishing imprint; (ii) Bellweather Academic, the Company's academic, professional, and scholarly publishing imprint; and (iii) Foxglove Periodicals, the Company's consumer and professional periodical and magazine publishing imprint. MPH maintains its principal office at 1180 Avenue of the Americas, 22nd Floor, New York, New York 10036, United States.
MPH owns and operates a network of fourteen (14) distribution centers located across North America, servicing wholesale, retail, institutional, and direct-to-consumer channels. As of the date of this Resolution, MPH employs approximately 2,400 full-time equivalent employees across its publishing, editorial, sales, distribution, and corporate functions.
For the fiscal year ended December 31, 2023, MPH generated total revenue of approximately $1,140,000,000 (one billion one hundred forty million United States dollars) and Adjusted EBITDA (as defined in the MIPA, defined below) of approximately $96,000,000 (ninety-six million United States dollars), representing an Adjusted EBITDA margin of approximately 8.4%.
MPH's key subsidiaries include: (a) Meridian Distribution Services Inc., a Delaware corporation (file number 4736201), which operates MPH's distribution and fulfillment network; (b) Bellweather Academic Press Inc., a Delaware corporation (file number 4801133), which holds certain intellectual property and publishing rights related to the Bellweather Academic imprint; (c) Foxglove Media LLC, a limited liability company organized under the laws of the State of New York, which operates the Foxglove Periodicals imprint and related digital media properties; and (d) Meridian Press Canada ULC, an unlimited liability company organized under the laws of the Province of British Columbia, Canada, which conducts MPH's Canadian publishing and distribution operations.
C. Strategic Rationale for the Divestiture
The Board has, over the course of a multi-month evaluation process, carefully considered the strategic alternatives available with respect to the Company's Legacy Publishing segment, including continued ownership and operation, partial divestiture, strategic partnership, and a full sale of the segment. The Board has determined, following thorough deliberation and in consultation with its advisors, that a full divestiture of the Legacy Publishing segment, effected through a sale of all of the membership interests in Meridian Press Holdings LLC, is in the best interests of the Company and its shareholders. The divestiture will enable Aurelius to sharpen its strategic focus on its higher-growth Digital Media & Streaming and E-Commerce & Marketplace segments, which the Board believes present superior long-term growth prospects and return-on-capital profiles relative to the Legacy Publishing segment, and will allow the Company to redeploy the net proceeds of the divestiture toward organic growth initiatives, strategic acquisitions, debt reduction, and shareholder returns within those core business segments.
The Board has engaged and received strategic and financial advice from Haverford Whitmore & Co. ("Haverford Whitmore"), acting through Catherine Liang, Managing Director, M&A Advisory, in connection with the evaluation of the proposed transaction and the strategic alternatives available to the Company.
D. The Proposed Transaction
The Company proposes to effect, through its wholly owned subsidiary Aurelius Media Holdings Inc. (the "Seller"), the sale of 100% of the membership interests in Meridian Press Holdings LLC (the "Membership Interests") to Ridgeline Publishing Acquisition Corp. (the "Buyer"), a corporation newly formed under the laws of the State of Delaware (Delaware Division of Corporations file number 6501982). The Buyer is a special purpose acquisition vehicle formed at the direction of, and serving as the designated acquisition vehicle for, Pinnacle Ridge Capital Partners Fund IV, L.P. ("Pinnacle Ridge"), a limited partnership organized and existing under the laws of the State of Delaware (file number 6234577), which is a middle-market private equity fund managed by Pinnacle Ridge Capital Management LLC.
The proposed transaction (the "Transaction") is to be effected pursuant to that certain Membership Interest Purchase Agreement (the "MIPA"), by and among Aurelius Media Holdings Inc. (as Seller), Ridgeline Publishing Acquisition Corp. (as Buyer), and, solely for purposes of certain specified provisions thereof, Aurelius Global Media Group PLC and Pinnacle Ridge Capital Partners Fund IV, L.P. The MIPA provides for the sale of the Membership Interests at an enterprise value of $480,000,000 (four hundred eighty million United States dollars). The implied enterprise value to Adjusted EBITDA multiple is 5.0x, based on MPH's fiscal year 2023 Adjusted EBITDA of $96,000,000.
The Company has engaged Calderwood & Harkness LLP to serve as its legal counsel in connection with the Transaction, with Beatrice Holloway serving as the Responsible Partner, James Prentice serving as the Billing Partner, and the engagement being conducted under Matter Number 1043-00002.
E. Key Financial Terms
The key financial terms of the Transaction, as set forth in the MIPA, are as follows:
(i) Enterprise Value. The enterprise value for the Transaction is $480,000,000.
(ii) Estimated Equity Purchase Price. The estimated equity purchase price is $418,000,000, calculated as the enterprise value of $480,000,000, less estimated closing indebtedness of $62,500,000 (comprising (a) a $50,000,000 intercompany promissory note payable by Meridian Press Holdings LLC to Aurelius Media Holdings Inc. and (b) $12,500,000 in capital lease obligations), plus estimated closing cash of $8,200,000, less estimated target transaction expenses of $4,700,000, less an estimated net working capital shortfall of $3,000,000 (based on estimated net working capital of $142,000,000 as compared to the contractual net working capital target of $145,000,000).
(iii) Escrow Deposit. An escrow deposit of $72,000,000 (representing 15% of the enterprise value) shall be deposited with Granite Trust Company, N.A. (account reference GT-ESC-2024-11150048), to be held pursuant to the terms of the Escrow Agreement, securing the Seller's post-closing indemnification obligations under the MIPA.
(iv) Net Cash to Seller at Closing. The net cash to Seller at closing is estimated at approximately $346,000,000, reflecting the estimated equity purchase price of $418,000,000 less the $72,000,000 escrow deposit.
(v) Post-Closing Net Working Capital True-Up. The MIPA provides for a post-closing net working capital true-up mechanism, to be completed within ninety (90) calendar days following the closing date, with any adjustments settled by wire transfer between the parties in accordance with the dispute resolution provisions set forth in the MIPA.
F. Indemnification Framework
The indemnification framework set forth in the MIPA is summarized as follows:
(i) General Indemnification Cap. The aggregate liability of the Seller for indemnification claims under the MIPA (other than for Excluded Claims, as defined below) is capped at $72,000,000, representing 15% of the enterprise value. This cap is coextensive with the escrow deposit, such that the Buyer's sole recourse for general indemnification claims (other than Excluded Claims) shall be against the escrow deposit.
(ii) Tipping Basket. The Seller's obligation to indemnify the Buyer for losses shall not arise until the aggregate amount of qualifying losses exceeds $4,800,000 (representing 1% of the enterprise value), at which point the Seller shall be liable for the full amount of such losses from the first dollar (i.e., a "tipping basket"). Individual claims must meet a de minimis threshold of $250,000 in order to count toward the basket.
(iii) General Survival Period. Representations and warranties of the Seller (other than Fundamental Representations and Tax Representations) shall survive for a period of eighteen (18) months following the closing date.
(iv) Fundamental Representations Survival. Fundamental representations (including representations regarding organization and authority, capitalization, title to membership interests, and brokers' fees) shall survive for a period of thirty-six (36) months following the closing date.
(v) Tax Indemnity Survival. The Seller's tax indemnification obligations shall survive until the date that is sixty (60) days after the expiration of the applicable statute of limitations (including any extensions or waivers thereof) for the relevant taxable period.
(vi) Excluded Claims. Notwithstanding the general indemnification cap, claims arising out of or relating to fraud, willful misconduct, or breaches of Fundamental Representations (collectively, "Excluded Claims") shall be subject to a separate cap equal to the full enterprise value of $480,000,000.
G. Representations and Warranties Insurance
In connection with the Transaction, the parties have arranged for a representations and warranties insurance ("R&W Insurance") policy to be procured from Kelvantis Omnivrel Insurance Company, bearing Policy Number RWI-2024-MPH-00417, with the following material terms: (a) coverage limit of $72,000,000, (b) retention (self-insured amount) of $4,800,000, and (c) aggregate premium of $1,800,000, representing 2.5% of the coverage limit. The premium shall be split equally between the Buyer and the Seller, with each party bearing $900,000.
H. Ancillary Transaction Documents
The MIPA contemplates that, at or prior to the closing of the Transaction, the parties shall execute and deliver certain ancillary agreements and documents, including the following:
(i) Transition Services Agreement. A Transition Services Agreement (the "TSA") to be entered into between Aurelius Media Holdings Inc. (as Service Provider) and Ridgeline Publishing Acquisition Corp. (as Service Recipient), pursuant to which Aurelius Media Holdings Inc. shall provide the following transition services to the Buyer for a period of up to eighteen (18) months following the closing date:
(a) IT Infrastructure & Systems services at a monthly fee of $485,000;
(b) Finance & Accounting services at a monthly fee of $310,000;
(c) HR & Payroll services at a monthly fee of $175,000; and
(d) Facilities & Real Estate services at a monthly fee of $220,000;
for a total monthly fee of $1,190,000 and a maximum aggregate consideration of $21,420,000 over the full eighteen-month term. The TSA shall also provide for reverse transition services, pursuant to which the Buyer (through MPH) shall provide distribution logistics services to Aurelius Media Holdings Inc. at a monthly fee of $85,000 for a period of up to twelve (12) months following the closing date, for a maximum aggregate consideration of $1,020,000.
(ii) Escrow Agreement. An Escrow Agreement to be entered into among Aurelius Media Holdings Inc., Ridgeline Publishing Acquisition Corp., and Granite Trust Company, N.A. (as Escrow Agent), governing the deposit, investment, and release of the $72,000,000 escrow deposit.
(iii) Trademark License Agreement. A Trademark License Agreement to be entered into between Ridgeline Publishing Acquisition Corp. (or MPH, as licensor) and Aurelius Media Holdings Inc. (as licensee), granting Aurelius Media Holdings Inc. a three-year, royalty-free, non-exclusive license to use the "Meridian" name and associated trademarks in connection with legacy digital content hosted on or distributed through the Aurelius streaming platform.
(iv) Non-Competition and Non-Solicitation Agreement. A Non-Competition and Non-Solicitation Agreement (the "Non-Competition Agreement") to be entered into by Aurelius Global Media Group PLC and Aurelius Media Holdings Inc. in favor of Ridgeline Publishing Acquisition Corp., pursuant to which Aurelius and Aurelius Media Holdings Inc. shall be restricted from (a) engaging in, directly or indirectly, book publishing, periodical publishing, and educational content businesses in the United States and Canada for a period of five (5) years from the closing date, and (b) soliciting for employment any employees of MPH or its subsidiaries for a period of two (2) years from the closing date.
(v) Section 338(h)(10) Election Agreement. A Section 338(h)(10) Election Agreement to be entered into between Aurelius Media Holdings Inc. and Ridgeline Publishing Acquisition Corp., pursuant to which the parties shall jointly elect, under Section 338(h)(10) of the Internal Revenue Code of 1986, as amended (the "IRC"), and the applicable Treasury Regulations promulgated thereunder, to treat the sale of the Membership Interests as a deemed asset sale for United States federal income tax purposes and for all applicable state income tax purposes. The estimated United States federal and state income tax liability to the Seller arising from the Section 338(h)(10) election is approximately $48,000,000.
I. Regulatory Approvals
The consummation of the Transaction is subject to receipt of regulatory approvals and expiration of applicable waiting periods, including:
(i) Hart-Scott-Rodino Act. A pre-merger notification filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), is required in connection with the Transaction. The parties have been assigned HSR Transaction Number 20241537. The HSR Act filing fee of $280,150 shall be borne by the Buyer.
(ii) Canadian Competition Act. A notification under Part IX of the Competition Act (Canada) is required in connection with the Transaction by reason of the operations of Meridian Press Canada ULC in Canada.
(iii) CFIUS. No filing with or review by the Committee on Foreign Investment in the United States ("CFIUS") is required, as the parties have confirmed that MPH does not constitute a "TID US business" within the meaning of 31 C.F.R. Part 800.
J. Financial Advisor Opinion and Recommendation
The Board has received, reviewed, and considered a detailed financial presentation from Haverford Whitmore & Co. regarding the financial terms and conditions of the proposed Transaction, including, among other things, an analysis of the enterprise value, the implied valuation multiples, comparable transactions and precedent transactions in the publishing sector, discounted cash flow analyses, and the strategic rationale for the divestiture. The Board has also received and reviewed the MIPA and each of the ancillary transaction documents described above, in substantially final form, as prepared and negotiated by Calderwood & Harkness LLP. The Board notes that the Pinnacle Ridge Investment Committee approved the Transaction and authorized the Buyer to proceed with execution of the MIPA on July 15, 2024.
K. Board Determination
The Board, having carefully reviewed and considered (i) the strategic rationale for the divestiture of the Legacy Publishing segment, (ii) the financial terms and conditions of the Transaction as set forth in the MIPA and the ancillary transaction documents, (iii) the advice and analyses of Haverford Whitmore & Co. as the Company's financial advisor, (iv) the advice of Calderwood & Harkness LLP as the Company's legal counsel, (v) the regulatory and tax implications of the Transaction, including the proposed Section 338(h)(10) election, (vi) the terms of the R&W Insurance policy, (vii) the indemnification framework, and (viii) all other factors deemed relevant by the Board, has unanimously determined that the Transaction, on the terms and conditions set forth in the MIPA and the ancillary transaction documents, is fair and reasonable, and in the best interests of the Company and its shareholders as a whole.
RESOLUTIONS
NOW, THEREFORE, BE IT RESOLVED, that:
Resolution 1 — Approval of the Transaction
The sale by Aurelius Media Holdings Inc. of 100% of the membership interests in Meridian Press Holdings LLC to Ridgeline Publishing Acquisition Corp. at an enterprise value of $480,000,000, on the terms and subject to the conditions set forth in the Membership Interest Purchase Agreement, in substantially the form presented to and reviewed by the Board (a copy of which is attached hereto as Exhibit A and incorporated herein by reference), is hereby approved, authorized, confirmed, and ratified in all respects.
Resolution 2 — Approval of the Membership Interest Purchase Agreement
The Membership Interest Purchase Agreement (the "MIPA"), by and among Aurelius Media Holdings Inc. (as Seller), Ridgeline Publishing Acquisition Corp. (as Buyer), and, solely for purposes of certain specified provisions thereof, Aurelius Global Media Group PLC and Pinnacle Ridge Capital Partners Fund IV, L.P., in substantially the form presented to the Board and attached hereto as Exhibit A, with such changes, amendments, modifications, and supplements as may be approved by the designated signatories authorized herein, is hereby approved, authorized, and ratified in all respects. The execution, delivery, and performance by Aurelius Media Holdings Inc. of the MIPA, including without limitation the preparation, finalization, and delivery of the Seller Disclosure Schedules contemplated thereby, are hereby authorized, directed, and approved. The Company is further authorized to cause Aurelius Media Holdings Inc. to execute, deliver, and perform the MIPA in accordance with its terms.
Resolution 3 — Approval of the Transition Services Agreement
The Transition Services Agreement (the "TSA") to be entered into between Aurelius Media Holdings Inc. (as Service Provider) and Ridgeline Publishing Acquisition Corp. (as Service Recipient), providing for the transition services described in Recital H(i) above at a total monthly fee of $1,190,000 for a maximum term of eighteen (18) months post-closing (maximum aggregate consideration of $21,420,000) and for reverse transition services for distribution logistics at a monthly fee of $85,000 for a maximum term of twelve (12) months post-closing (maximum aggregate consideration of $1,020,000), in substantially the form presented to the Board and attached hereto as Exhibit B, with such changes, amendments, modifications, and supplements as may be approved by the designated signatories authorized herein, is hereby approved, authorized, and ratified in all respects. The TSA shall become effective as of the closing date of the Transaction. The execution, delivery, and performance by Aurelius Media Holdings Inc. of the TSA are hereby authorized, directed, and approved.
Resolution 4 — Approval of the Escrow Agreement
The Escrow Agreement to be entered into among Aurelius Media Holdings Inc., Ridgeline Publishing Acquisition Corp., and Granite Trust Company, N.A. (as Escrow Agent), providing for the deposit, investment, and release of $72,000,000 in escrow (account reference GT-ESC-2024-11150048) in accordance with the indemnification provisions of the MIPA, in substantially the form presented to the Board and attached hereto as Exhibit C, with such changes, amendments, modifications, and supplements as may be approved by the designated signatories authorized herein, is hereby approved, authorized, and ratified in all respects. The execution, delivery, and performance by Aurelius Media Holdings Inc. of the Escrow Agreement are hereby authorized, directed, and approved.
Resolution 5 — Approval of the Trademark License Agreement
The Trademark License Agreement to be entered into between Ridgeline Publishing Acquisition Corp. (or Meridian Press Holdings LLC, as licensor) and Aurelius Media Holdings Inc. (as licensee), granting Aurelius Media Holdings Inc. a three (3)-year, royalty-free, non-exclusive license to use the "Meridian" name and associated trademarks and service marks in connection with legacy digital content hosted on or distributed through the Aurelius streaming platform, in substantially the form presented to the Board and attached hereto as Exhibit D, with such changes, amendments, modifications, and supplements as may be approved by the designated signatories authorized herein, is hereby approved, authorized, and ratified in all respects. The execution, delivery, and performance by Aurelius Media Holdings Inc. of the Trademark License Agreement are hereby authorized, directed, and approved.
Resolution 6 — Approval of the Non-Competition and Non-Solicitation Agreement
The Non-Competition and Non-Solicitation Agreement to be entered into by Aurelius Global Media Group PLC and Aurelius Media Holdings Inc. in favor of Ridgeline Publishing Acquisition Corp., restricting Aurelius and Aurelius Media Holdings Inc. from engaging, directly or indirectly, in book publishing, periodical publishing, and educational content businesses in the United States and Canada for a period of five (5) years from the closing date, and restricting Aurelius and Aurelius Media Holdings Inc. from soliciting for employment any employees of Meridian Press Holdings LLC or its subsidiaries for a period of two (2) years from the closing date, in substantially the form presented to the Board and attached hereto as Exhibit E, with such changes, amendments, modifications, and supplements as may be approved by the designated signatories authorized herein, is hereby approved, authorized, and ratified in all respects. The execution, delivery, and performance by Aurelius Global Media Group PLC and Aurelius Media Holdings Inc. of the Non-Competition and Non-Solicitation Agreement are hereby authorized, directed, and approved.
Resolution 7 — Approval of the Section 338(h)(10) Election Agreement
The Section 338(h)(10) Election Agreement to be entered into between Aurelius Media Holdings Inc. and Ridgeline Publishing Acquisition Corp., pursuant to which the parties shall jointly elect under Section 338(h)(10) of the Internal Revenue Code of 1986, as amended, and the applicable Treasury Regulations thereunder, to treat the sale of the membership interests in Meridian Press Holdings LLC as a deemed asset sale for United States federal and applicable state income tax purposes, in substantially the form presented to the Board and attached hereto as Exhibit F, with such changes, amendments, modifications, and supplements as may be approved by the designated signatories authorized herein, is hereby approved, authorized, and ratified in all respects. The Board acknowledges the estimated United States federal and state income tax liability to the Seller of approximately $48,000,000 arising from the Section 338(h)(10) election and has determined that such election is in the best interests of the Company, taking into account the overall economics and tax structure of the Transaction. The execution, delivery, and performance by Aurelius Media Holdings Inc. of the Section 338(h)(10) Election Agreement, including the timely preparation and filing of all IRS Forms 8023 and any corresponding state election forms, are hereby authorized, directed, and approved.
Resolution 8 — Approval of Key Employee Retention Arrangements
The Board hereby acknowledges and approves the key employee retention arrangements for twelve (12) designated senior managers of Meridian Press Holdings LLC and its subsidiaries, with an aggregate retention pool of $7,200,000 (seven million two hundred thousand United States dollars). Such retention payments shall be structured as follows: fifty percent (50%) of each individual's retention amount shall be payable at the closing of the Transaction, and the remaining fifty percent (50%) shall be payable on the twelve (12)-month anniversary of the closing date, in each case subject to the individual's continued employment with Meridian Press Holdings LLC (or its successor) through the applicable payment date, on such terms and conditions as are set forth in the individual retention agreements to be entered into between Meridian Press Holdings LLC and each such senior manager. The payment of such retention amounts is hereby authorized and approved as a transaction expense contemplated by the MIPA.
Resolution 9 — Authorization of Designated Signatories
The Board hereby designates and authorizes each of the following officers of the Company (each, a "Designated Signatory") to execute and deliver, on behalf of the Company, and to cause Aurelius Media Holdings Inc. to execute and deliver, the MIPA, the TSA, the Escrow Agreement, the Trademark License Agreement, the Non-Competition and Non-Solicitation Agreement, the Section 338(h)(10) Election Agreement, the Seller Disclosure Schedules, and any and all certificates, instruments, agreements, and other documents contemplated thereby or necessary or desirable to consummate the Transaction:
(a) Claudia Restrepo, General Counsel of Aurelius Global Media Group PLC; and
(b) Thomas Whitfield, Senior Vice President, Corporate Development of Aurelius Global Media Group PLC.
Any one of the above-named Designated Signatories, acting alone without the joinder of any other person, shall have full power and authority to execute and deliver, on behalf of the Company and Aurelius Media Holdings Inc., the MIPA, the TSA, the Escrow Agreement, the Trademark License Agreement, the Non-Competition and Non-Solicitation Agreement, the Section 338(h)(10) Election Agreement, the Seller Disclosure Schedules, and any and all other certificates, instruments, agreements, and documents contemplated by the foregoing or otherwise necessary, desirable, or appropriate in connection with the consummation of the Transaction, and any third party may conclusively rely upon the authority of any such Designated Signatory acting alone.
Resolution 10 — Authorization of Regulatory Filings
The Board hereby authorizes and directs the Designated Signatories and such other officers, employees, and agents of the Company and its subsidiaries as may be necessary or appropriate, to prepare, execute, file, and deliver all regulatory filings, notifications, applications, and submissions required in connection with the Transaction, including without limitation:
(a) pre-merger notification filings and all related filings, correspondence, and supplemental materials under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (HSR Transaction Number 20241537);
(b) notifications and all related filings under Part IX of the Competition Act (Canada) in connection with the operations of Meridian Press Canada ULC;
(c) any other filings, notifications, or applications with or to any domestic or foreign governmental authority, regulatory body, stock exchange, or self-regulatory organization as may be required or advisable in connection with the Transaction; and
(d) all responses to requests for additional information, second requests, or other inquiries from any governmental authority in connection with the foregoing.
Each Designated Signatory is further authorized to engage and direct outside regulatory counsel and economists as may be necessary or advisable to support the preparation and prosecution of such filings and to respond to any regulatory inquiries.
Resolution 11 — Authorization of Closing Deliverables
The Board hereby authorizes and directs the Designated Signatories to execute and deliver, on behalf of the Company and Aurelius Media Holdings Inc., all closing deliverables required or contemplated under the MIPA and the ancillary transaction documents, including without limitation the following:
(a) officer's certificate of the Seller certifying the satisfaction of the conditions to closing set forth in the MIPA;
(b) secretary's certificate of the Seller, with attached incumbency certificates and certified copies of organizational documents and authorizing resolutions;
(c) bring-down certificate confirming the accuracy of the Seller's representations and warranties as of the closing date;
(d) a certificate of non-foreign status (FIRPTA certificate / non-foreign affidavit) in the form prescribed by Treasury Regulations Section 1.1445-2(b)(2), certifying that the Seller is not a "foreign person" within the meaning of Section 1445 of the IRC;
(e) an assignment of membership interests, duly executed by the Seller, transferring 100% of the membership interests in Meridian Press Holdings LLC to the Buyer;
(f) an estimated closing statement setting forth the Seller's good faith estimates of the components of the equity purchase price, including closing indebtedness, closing cash, target transaction expenses, and net working capital;
(g) a payoff letter and lien release with respect to the $50,000,000 intercompany promissory note payable by Meridian Press Holdings LLC to Aurelius Media Holdings Inc., providing for the repayment and termination of such note and the release of any related liens or security interests at or prior to closing;
(h) certificates of good standing (or equivalent status certificates) for the Company, Aurelius Media Holdings Inc., Meridian Press Holdings LLC, and each of its subsidiaries from the applicable secretaries of state or comparable governmental authorities; and
(i) any other documents, instruments, or certificates required to be delivered under the MIPA or any ancillary transaction document, or as may otherwise be necessary, desirable, or appropriate to consummate the Transaction.
Resolution 12 — Delegation of Authority for Ministerial Matters
The Board hereby delegates to each of Claudia Restrepo and Thomas Whitfield (each acting individually, without the joinder of the other) the authority to:
(a) negotiate and agree to non-material modifications, amendments, supplements, or changes to the MIPA, the TSA, the Escrow Agreement, the Trademark License Agreement, the Non-Competition and Non-Solicitation Agreement, the Section 338(h)(10) Election Agreement, and any other transaction document;
(b) waive any condition to closing on behalf of the Company or the Seller, or grant any consent on behalf of the Company or the Seller, under the MIPA or any ancillary transaction document;
(c) extend any deadline or time period set forth in the MIPA or any ancillary transaction document; and
(d) take all such further actions as such Designated Signatory deems necessary, desirable, or advisable to consummate the Transaction and the transactions contemplated by the MIPA and the ancillary transaction documents;
in each case without further action of or authorization by the Board; provided, however, that no such modification, amendment, supplement, change, waiver, consent, or extension shall be agreed to by any Designated Signatory if the same would materially and adversely affect the rights or obligations of the Company, Aurelius Media Holdings Inc., or any of their respective affiliates under the Transaction or the transaction documents, as reasonably determined by the Designated Signatory in consultation with the Company's legal counsel.
Resolution 13 — Ratification of Prior Actions
The Board hereby ratifies, confirms, approves, and adopts all actions heretofore taken by any officer, director, employee, agent, or other authorized representative of the Company or any of its subsidiaries in connection with the preparation, evaluation, negotiation, and execution of the Transaction, the MIPA, and the ancillary transaction documents, and in connection with the engagement and direction of the Company's advisors, including without limitation the engagement of Calderwood & Harkness LLP as legal counsel to the Company (engagement reference SC/BH/JP/2024-0304/AGMG) and the engagement of Haverford Whitmore & Co. as financial advisor to the Company. All such actions, to the extent taken in good faith and in furtherance of the Transaction, are hereby ratified, confirmed, approved, and adopted in all respects as the actions of the Company and its Board of Directors.
Resolution 14 — General Authorization
The Board hereby authorizes, empowers, and directs each Designated Signatory and each other officer of the Company, acting singly and without the joinder of any other person, to execute and deliver such further agreements, documents, certificates, instruments, notices, and filings, and to take or cause to be taken such further actions, in the name and on behalf of the Company and its subsidiaries (including Aurelius Media Holdings Inc.), as such officer may deem necessary, desirable, or appropriate to carry out the intent and purposes of the foregoing resolutions and to consummate the Transaction and the transactions contemplated by the MIPA and the ancillary transaction documents, the execution and delivery of any such agreement, document, certificate, instrument, notice, or filing, or the taking of any such action, to be conclusive evidence of the authority of such officer and the approval of the Board.
ATTESTATION AND SIGNATURE
This Written Resolution has been duly adopted by the unanimous consent of the Board of Directors of Aurelius Global Media Group PLC as of July 17, 2024, in accordance with the Company's Articles of Association and applicable law. This Resolution shall be filed with the minutes of the proceedings of the Board of Directors and shall be effective as of the date first written above.
The undersigned, being all of the directors of Aurelius Global Media Group PLC entitled to receive notice of and vote at a meeting of the Board of Directors, hereby consent to, approve, and adopt the foregoing resolutions in lieu of a meeting, by affixing their signatures below.
Sir Edward Thornton-Graves
By: ________
Name: Sir Edward Thornton-Graves
Title: Chairman of the Board
Date: ________
Priya Raghunathan
By: ________
Name: Priya Raghunathan
Title: Chief Executive Officer and Director
Date: ________
David Chen-Watanabe
By: ________
Name: David Chen-Watanabe
Title: Chief Financial Officer and Director
Date: ________
Ingrid Delacroix
By: ________
Name: Ingrid Delacroix
Title: Independent Non-Executive Director
Date: ________
Marcus Osei-Bonsu
By: ________
Name: Marcus Osei-Bonsu
Title: Independent Non-Executive Director
Date: ________
Helena Johansson
By: ________
Name: Helena Johansson
Title: Non-Executive Director
Date: ________
Robert Ashworth III
By: ________
Name: Robert Ashworth III
Title: Senior Independent Director
Date: ________
COMPANY SECRETARY ATTESTATION
I, the undersigned, being the duly appointed Company Secretary of Aurelius Global Media Group PLC, hereby certify that the foregoing Written Resolution was duly circulated to all members of the Board of Directors entitled to receive notice of and vote at a meeting of the Board, and that the signatures appearing above constitute the signatures of all such directors, representing the unanimous consent of the full Board. This Resolution has been filed with the minute book of the Company in accordance with the Company's Articles of Association and the Companies Act 2006.
Aurelius Global Media Group PLC
By: ________
Name: Fiona Gallagher
Title: Company Secretary
Date: ________
EXHIBITS AND ANNEXURES
The following documents, in substantially final form, were presented to and reviewed by the Board of Directors in connection with the adoption of this Written Resolution. Copies of each document were made available to the directors through the Company's secure board materials portal and are incorporated herein by reference:
This Written Resolution, together with all exhibits and annexures referenced herein, constitutes confidential and privileged information of Aurelius Global Media Group PLC. Distribution of this document is restricted to the directors, officers, and authorized advisors of the Company. Any unauthorized reproduction, distribution, or disclosure of this document or its contents is strictly prohibited.
[END OF WRITTEN RESOLUTION]
Exhibit | Document | Status
Exhibit A | Membership Interest Purchase Agreement (MIPA) among Aurelius Media Holdings Inc. (as Seller), Ridgeline Publishing Acquisition Corp. (as Buyer), and, solely for purposes of certain provisions, Aurelius Global Media Group PLC and Pinnacle Ridge Capital Partners Fund IV, L.P. | Substantially Final Form
Exhibit B | Transition Services Agreement (TSA) between Aurelius Media Holdings Inc. (as Service Provider) and Ridgeline Publishing Acquisition Corp. (as Service Recipient) | Substantially Final Form
Exhibit C | Escrow Agreement among Aurelius Media Holdings Inc., Ridgeline Publishing Acquisition Corp., and Granite Trust Company, N.A. (as Escrow Agent) | Substantially Final Form
Exhibit D | Trademark License Agreement between Ridgeline Publishing Acquisition Corp. (or Meridian Press Holdings LLC) and Aurelius Media Holdings Inc. | Substantially Final Form
Exhibit E | Non-Competition and Non-Solicitation Agreement by Aurelius Global Media Group PLC and Aurelius Media Holdings Inc. in favor of Ridgeline Publishing Acquisition Corp. | Substantially Final Form
Exhibit F | Section 338(h)(10) Election Agreement between Aurelius Media Holdings Inc. and Ridgeline Publishing Acquisition Corp. | Substantially Final Form

WRITTEN RESOLUTION OF THE BOARD OF DIRECTORS OF AURELIUS GLOBAL MEDIA GROUP PLC

RECITALS

WHEREAS:

RESOLUTIONS

ATTESTATION AND SIGNATURE

COMPANY SECRETARY ATTESTATION

EXHIBITS AND ANNEXURES

Record

Parties

Dates

Amounts