1017-00006 · Aurelius Global Media Group · Closing/Resolutions

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CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED

Calderwood & Harkness LLP 425 Park Avenue New York, NY 10022 Matter No. 1043-00002

WRITTEN CONSENT OF THE SOLE DIRECTOR

AURELIUS MEDIA HOLDINGS INC.

IN LIEU OF A MEETING

July 17, 2024

The undersigned, being the sole director of Aurelius Media Holdings Inc., a corporation organized and existing under the laws of the State of Delaware (Secretary of State file no. 5987324) (the "Corporation"), with its registered agent at Crowne Albany Corporation, 1209 Orange Street, Wilmington, Delaware 19801, hereby executes this Written Consent in Lieu of a Meeting (this "Written Consent") pursuant to Section 141(f) of the General Corporation Law of the State of Delaware (the "DGCL"), which provides that any action required or permitted to be taken at any meeting of the board of directors of a corporation may be taken without a meeting if a consent or consents in writing, setting forth the action so taken, shall be signed by all the members of the board of directors entitled to vote with respect to the subject matter thereof.

This action is taken without a meeting, without prior notice, and without a vote, and this Written Consent shall have the same force and effect as if the actions set forth herein had been duly adopted at a meeting of the board of directors of the Corporation duly called and held on the date hereof at which a quorum was present and acting.

The Corporation is a direct, wholly owned subsidiary of Aurelius Global Media Group PLC, a public limited company organized under the laws of England and Wales (Companies House registration number 08431276), with its principal executive offices at 14 Clarges Street, London W1J 8AQ, United Kingdom ("Parent" or "AGMG"). The Corporation is the sole member of Meridian Press Holdings LLC, a Delaware limited liability company (Secretary of State file no. 4521889), with its principal office at 1180 Avenue of the Americas, 22nd Floor, New York, New York 10036 ("MPH" or the "Company").

The sole director, having reviewed the materials described herein and having consulted with the Corporation's legal and financial advisors, hereby adopts the following recitals and resolutions:

RECITALS

WHEREAS:

A. Description of the Business

The Corporation directly holds one hundred percent (100%) of the membership interests (the "Membership Interests") in Meridian Press Holdings LLC. MPH is the operating entity for the legacy publishing division of Aurelius Global Media Group PLC, comprising the book publishing, periodical, and educational content businesses historically operated under the Meridian Press Holdings brand and its associated trade names.

MPH owns and operates three principal imprints: (i) Meridian Books, a trade and general interest book publishing imprint; (ii) Bellweather Academic, an academic, scholarly, and higher education publishing imprint; and (iii) Foxglove Periodicals, a periodicals and magazine publishing imprint. In addition, MPH operates a network of fourteen (14) distribution centers located across North America, providing warehousing, fulfillment, and logistics services for the foregoing imprints and certain third-party publishers, as well as educational content licensing operations serving K–12 and post-secondary educational institutions throughout the United States and Canada.

As of the date hereof, MPH employs approximately two thousand four hundred (2,400) full-time and part-time employees across its publishing, distribution, administrative, and corporate functions.

The key subsidiaries of MPH that are included within the scope of the contemplated carve-out transaction (the "MPH Subsidiaries") are as follows:

(i) Meridian Distribution Services Inc., a Delaware corporation (Secretary of State file no. 4736201), which operates MPH's distribution center network and third-party logistics services;

(ii) Bellweather Academic Press Inc., a Delaware corporation (Secretary of State file no. 4801133), which holds certain academic publishing rights, institutional licensing agreements, and scholarly journal titles;

(iii) Foxglove Media LLC, a New York limited liability company, which operates the periodicals and digital media operations of the Foxglove Periodicals imprint; and

(iv) Meridian Press Canada ULC, an unlimited liability company organized under the laws of the Province of British Columbia, Canada, which operates MPH's Canadian publishing, distribution, and educational licensing operations.

For the fiscal year ended December 31, 2023, MPH reported consolidated revenue of approximately One Billion One Hundred Forty Million Dollars ($1,140,000,000) and Adjusted EBITDA (as calculated in accordance with the methodology set forth in the MIPA) of approximately Ninety-Six Million Dollars ($96,000,000).

B. Description of the Proposed Transaction

The Corporation has determined to sell one hundred percent (100%) of the Membership Interests in MPH to Ridgeline Publishing Acquisition Corp. (the "Buyer"), a newly formed Delaware corporation (Secretary of State file no. 6501982). The Buyer is a wholly owned acquisition vehicle of Pinnacle Ridge Capital Partners Fund IV, L.P., a Delaware limited partnership (Secretary of State file no. 6234577) ("Fund IV"), a private equity fund managed by Pinnacle Ridge Capital Management LLC, a Delaware limited liability company ("Pinnacle Ridge" or the "Sponsor").

The sale of the Membership Interests is to be effected at an aggregate enterprise value of Four Hundred Eighty Million Dollars ($480,000,000), implying an EV/EBITDA multiple of approximately 5.0x based on MPH's FY2023 Adjusted EBITDA.

The estimated equity purchase price payable to the Corporation at the Closing (the "Estimated Purchase Price") is derived from the enterprise value as adjusted for the following items, each as estimated as of the anticipated Closing Date:

(i) Estimated Closing Indebtedness: Sixty-Two Million Five Hundred Thousand Dollars ($62,500,000), consisting of (a) a Fifty Million Dollar ($50,000,000) intercompany promissory note issued by MPH (as maker) to the Corporation (as payee) (the "Intercompany Note"), and (b) Twelve Million Five Hundred Thousand Dollars ($12,500,000) in capital lease obligations of MPH and the MPH Subsidiaries;

(ii) Estimated Closing Cash: Eight Million Two Hundred Thousand Dollars ($8,200,000) of unrestricted cash and cash equivalents of MPH and the MPH Subsidiaries as of the anticipated Closing Date;

(iii) Estimated Target Transaction Expenses: Four Million Seven Hundred Thousand Dollars ($4,700,000) in unpaid transaction expenses of MPH as of the Closing, including advisory fees, legal fees, accounting fees, and other costs incurred by MPH in connection with the transaction; and

(iv) Estimated Net Working Capital Adjustment: A shortfall of Three Million Dollars ($3,000,000), resulting from estimated Net Working Capital of One Hundred Forty-Two Million Dollars ($142,000,000) as compared to the Net Working Capital Target of One Hundred Forty-Five Million Dollars ($145,000,000), as such terms are defined in the MIPA.

Based on the foregoing adjustments, the Estimated Purchase Price is approximately Four Hundred Eighteen Million Dollars ($418,000,000), calculated as follows: $480,000,000 (enterprise value) minus $62,500,000 (estimated closing indebtedness) plus $8,200,000 (estimated closing cash) minus $4,700,000 (estimated target transaction expenses) minus $3,000,000 (estimated net working capital shortfall).

In accordance with the terms of the MIPA, an escrow amount of Seventy-Two Million Dollars ($72,000,000), representing fifteen percent (15%) of the enterprise value (the "Escrow Amount"), will be deposited at the Closing with Granite Trust Company, N.A., a national banking association with its principal office in Boston, Massachusetts (the "Escrow Agent"), to secure the Corporation's indemnification obligations under Article IX of the MIPA. As a result, the estimated net cash proceeds payable to the Corporation at the Closing will be approximately Three Hundred Forty-Six Million Dollars ($346,000,000).

C. Description of the Definitive Agreement

The terms of the proposed sale of the Membership Interests are set forth in a 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 provisions thereof (including, without limitation, the parent guarantee, non-competition covenants, and certain representations and warranties), Aurelius Global Media Group PLC and Pinnacle Ridge Capital Partners Fund IV, L.P.

The MIPA is to be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflicts of law principles that would result in the application of the laws of any other jurisdiction. Any disputes arising under the MIPA are subject to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery declines to accept jurisdiction, any state or federal court within the State of Delaware).

The target closing date under the MIPA is November 8, 2024, subject to the satisfaction or waiver of certain conditions precedent set forth therein, including the receipt of applicable regulatory approvals and third-party consents.

D. Description of Ancillary Agreements

In connection with the execution and delivery of the MIPA, the Corporation will enter into, or cause to be entered into, the following ancillary agreements (collectively with the MIPA, the "Transaction Documents"):

(i) Transition Services Agreement. The Corporation (as Service Provider) and Ridgeline Publishing Acquisition Corp. (as Service Recipient) will enter into a Transition Services Agreement (the "TSA") pursuant to which the Corporation will provide, or cause its affiliates to provide, transition services to the Buyer and the Company for a period of up to eighteen (18) months following the Closing Date. The categories and estimated monthly costs of the forward transition services are as follows:

(a) IT Infrastructure & Systems: Four Hundred Eighty-Five Thousand Dollars ($485,000) per month;

(b) Finance & Accounting: Three Hundred Ten Thousand Dollars ($310,000) per month;

(d) Facilities & Real Estate Management: Two Hundred Twenty Thousand Dollars ($220,000) per month;

totaling One Million One Hundred Ninety Thousand Dollars ($1,190,000) per month in aggregate (for a maximum aggregate consideration over the full 18-month term of Twenty-One Million Four Hundred Twenty Thousand Dollars ($21,420,000)). The TSA will also provide for reverse transition services (the "Reverse TSA Services") pursuant to which the Buyer will cause the Company to provide distribution logistics support services to the Corporation at a cost of Eighty-Five Thousand Dollars ($85,000) per month for a period of up to twelve (12) months following the Closing Date (for a maximum aggregate consideration of One Million Twenty Thousand Dollars ($1,020,000)).

(ii) Escrow Agreement. The Corporation, Ridgeline Publishing Acquisition Corp., and Granite Trust Company, N.A. (as Escrow Agent) will enter into an Escrow Agreement providing for the deposit of the Escrow Amount of Seventy-Two Million Dollars ($72,000,000) into a segregated escrow account designated as account number GT-ESC-2024-11150048 (the "Escrow Account"), to be held and disbursed in accordance with the terms of such Escrow Agreement and Article IX of the MIPA.

(iii) Trademark License Agreement. Ridgeline Publishing Acquisition Corp. (as Licensor, or as assignee of the "Meridian" trade name rights acquired pursuant to the MIPA) and the Corporation (as Licensee) will enter into a Trademark License Agreement pursuant to which the Corporation will be granted a three (3)-year, royalty-free, non-exclusive, non-transferable license to use the "Meridian" name and associated trademarks solely in connection with legacy digital content archived on the Aurelius streaming platform operated by Parent's digital media division, subject to customary quality control standards and usage guidelines.

(iv) Non-Competition and Non-Solicitation Agreement. Aurelius Global Media Group PLC and Aurelius Media Holdings Inc. will enter into a Non-Competition and Non-Solicitation Agreement in favor of Ridgeline Publishing Acquisition Corp. (the "RCA"), pursuant to which the Corporation and its Parent will agree to refrain from, directly or indirectly, engaging in, owning, managing, operating, controlling, or participating in the ownership, management, operation, or control of any business engaged in book publishing, periodical publishing, or educational content businesses (including educational content licensing) in the United States and Canada for a period of five (5) years from the Closing Date. The RCA will further provide that the Corporation and its Parent will not, for a period of two (2) years from the Closing Date, directly or indirectly solicit for employment or hire any employee of the Company or the MPH Subsidiaries who is transferred to the Buyer in connection with the Closing, subject to customary carve-outs for general solicitations not targeted at such employees.

(v) Section 338(h)(10) Election Agreement. The Corporation and Ridgeline Publishing Acquisition Corp. will enter into a Section 338(h)(10) Election Agreement providing for the joint making of an election under Section 338(h)(10) of the Internal Revenue Code of 1986, as amended (the "Code"), and corresponding elections under applicable state and local tax laws, in connection with the sale of the Membership Interests, treating the transaction as a deemed asset sale for United States federal income tax purposes. The Section 338(h)(10) Election Agreement will set forth the allocation of the deemed purchase price among the assets of the Company and the MPH Subsidiaries in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder.

(vi) Assignment of Membership Interests. The Corporation will execute and deliver an instrument of assignment (the "Assignment") evidencing the transfer and assignment of one hundred percent (100%) of the Membership Interests in MPH from the Corporation to Ridgeline Publishing Acquisition Corp. as of the Closing Date.

E. Parent Approval

The Board of Directors of Aurelius Global Media Group PLC has duly considered and approved the proposed transaction, including the sale of the Membership Interests and the execution, delivery, and performance of each of the Transaction Documents, by written resolution dated July 17, 2024, adopted in accordance with the Companies Act 2006 and the Articles of Association of Parent. The Board of Directors of Parent has further authorized and directed the Corporation to proceed with the execution and delivery of the Transaction Documents and to consummate the transactions contemplated thereby.

F. Advisors. The Corporation and Parent have engaged Haverford Whitmore & Co., with offices in New York, New York, as financial advisor to the Corporation and Parent in connection with the proposed transaction. The engagement is being led by Catherine Liang, Managing Director, at Haverford Whitmore & Co. The Corporation and Parent have also engaged Calderwood & Harkness LLP, with offices at 425 Park Avenue, New York, New York 10022, as legal counsel to the Corporation and Parent in connection with the proposed transaction. The engagement at Calderwood & Harkness LLP is being led by Beatrice Holloway, Responsible Partner, and James Prentice, Billing Partner (Matter No. 1043-00002).

In addition, the Corporation has been advised by Leonard Cross, Specialist Partner, Tax, at Calderwood & Harkness LLP, regarding the tax structuring of the proposed transaction and the implications of the Section 338(h)(10) election, including the Corporation's estimated United States federal and state income tax liability arising from the deemed asset sale treatment, which is estimated to be approximately Forty-Eight Million Dollars ($48,000,000), subject to final determination of the allocation of the deemed purchase price among the assets of the Company and the MPH Subsidiaries.

G. Determination of Best Interests

The sole director has reviewed the terms and conditions of the MIPA and each of the ancillary Transaction Documents in substantially final form, and has consulted with the Corporation's legal counsel at Calderwood & Harkness LLP and the Corporation's financial advisor at Haverford Whitmore & Co., and, based upon such review and consultation, the sole director has determined that the proposed transaction, on the terms and subject to the conditions set forth in the Transaction Documents, is fair to, and in the best interests of, the Corporation and its sole stockholder, Aurelius Global Media Group PLC, and that the consummation of the proposed transaction is advisable and desirable.

RESOLUTIONS

NOW, THEREFORE, BE IT:

Resolution 1 — Approval of the Transaction

RESOLVED, that the sale of one hundred percent (100%) of the Membership Interests in Meridian Press Holdings LLC by the Corporation to Ridgeline Publishing Acquisition Corp. at an aggregate enterprise value of Four Hundred Eighty Million Dollars ($480,000,000), for an estimated equity purchase price of approximately Four Hundred Eighteen Million Dollars ($418,000,000), and on the other terms and subject to the conditions set forth in the Membership Interest Purchase Agreement, is hereby approved and declared advisable and in the best interests of the Corporation and its sole stockholder; and it is further

Resolution 2 — Approval and Authorization of the MIPA

RESOLVED, that the form, terms, and provisions of the Membership Interest Purchase Agreement, by and among Aurelius Media Holdings Inc. (as Seller), Ridgeline Publishing Acquisition Corp. (as Buyer), and, solely for purposes of certain provisions thereof, Aurelius Global Media Group PLC and Pinnacle Ridge Capital Partners Fund IV, L.P., substantially in the form presented to the sole director and attached hereto as Exhibit A (with such changes therein as the officers of the Corporation executing the same shall approve, such approval to be conclusively evidenced by the execution and delivery thereof), are hereby approved in all respects; and it is further

RESOLVED, that the Corporation is hereby authorized to execute and deliver the MIPA on behalf of the Corporation by any authorized officer designated herein, and to perform its obligations and exercise its rights thereunder in accordance with the terms thereof; and it is further

Resolution 3 — Approval and Authorization of Ancillary Transaction Documents

RESOLVED, that the form, terms, and provisions of each of the following ancillary agreements (each substantially in the form presented to the sole director, with such changes therein as the officers of the Corporation executing the same shall approve, such approval to be conclusively evidenced by the execution and delivery thereof) are hereby approved in all respects, and the Corporation is hereby authorized to execute and deliver each of the following on behalf of the Corporation:

(a) the Transition Services Agreement, between the Corporation (as Service Provider) and Ridgeline Publishing Acquisition Corp. (as Service Recipient), including the reverse transition services provisions contained therein;

(b) the Escrow Agreement, among the Corporation, Ridgeline Publishing Acquisition Corp., and Granite Trust Company, N.A. (as Escrow Agent), providing for the deposit and administration of the Escrow Amount in escrow account GT-ESC-2024-11150048;

(c) the Trademark License Agreement, between Ridgeline Publishing Acquisition Corp. (as Licensor) and the Corporation (as Licensee), granting the Corporation a three (3)-year, royalty-free, non-exclusive license to use the "Meridian" name in connection with legacy digital content;

(d) the Non-Competition and Non-Solicitation Agreement, by Aurelius Global Media Group PLC and the Corporation in favor of Ridgeline Publishing Acquisition Corp.;

(e) the Section 338(h)(10) Election Agreement, between the Corporation and Ridgeline Publishing Acquisition Corp.;

(f) the Assignment of Membership Interests, by the Corporation in favor of Ridgeline Publishing Acquisition Corp.; and

(g) such other documents, instruments, certificates, and agreements as may be necessary, advisable, or desirable in connection with the consummation of the transactions contemplated by the MIPA, including, without limitation, the Estimated Closing Statement, officer's certificates required under the MIPA, closing certificates, the FIRPTA non-foreign affidavit pursuant to Section 1445 of the Code and the Treasury Regulations promulgated thereunder, secretary's certificates with incumbency certifications, and the payoff letter and lien release documentation in respect of the Fifty Million Dollar ($50,000,000) Intercompany Note;

and it is further

Resolution 4 — Section 338(h)(10) Election

RESOLVED, that the Corporation is hereby authorized to join with the Buyer in making a joint election under Section 338(h)(10) of the Internal Revenue Code of 1986, as amended, and any corresponding elections under applicable state and local tax laws (including, without limitation, any analogous elections under the tax laws of the State of New York, the State of Delaware, the Commonwealth of Massachusetts, and the Province of British Columbia, Canada, as applicable), in connection with the sale of the Membership Interests, and to execute and deliver Internal Revenue Service Form 8023 (Elections Under Section 338 for Corporations Making Qualified Stock Purchases), Internal Revenue Service Form 8883 (Asset Allocation Statement Under Section 338), and such other tax forms, elections, schedules, returns, and filings as may be required or advisable in connection therewith, and to agree upon the allocation of the deemed aggregate purchase price among the assets of the Company and the MPH Subsidiaries in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder; and it is further

Resolution 5 — Designation of Authorized Officers

RESOLVED, that each of the following individuals, in their respective capacities as officers of the Corporation, is hereby authorized, empowered, and directed, acting singly or jointly, to execute and deliver the MIPA and each of the ancillary Transaction Documents on behalf of the Corporation, and to take all such further actions and execute and deliver all such further documents, instruments, certificates, and agreements as any such officer may deem necessary, advisable, or appropriate in connection with the transactions contemplated thereby:

(a) Claudia Restrepo, General Counsel of Aurelius Global Media Group PLC, in her capacity as an authorized officer of the Corporation;

(b) Thomas Whitfield, Senior Vice President, Corporate Development of Aurelius Global Media Group PLC, in his capacity as an authorized officer of the Corporation; and

(c) Priya Nandakumar, Chief Financial Officer of Aurelius Global Media Group PLC, in her capacity as an authorized officer of the Corporation

(each, an "Authorized Officer" and, collectively, the "Authorized Officers");

and it is further

RESOLVED, that the authorization granted to the Authorized Officers hereunder includes the authority to negotiate and agree upon final terms and any modifications to the Transaction Documents prior to execution and delivery, provided that such modifications are not materially adverse to the Corporation, and the execution and delivery of any Transaction Document by an Authorized Officer shall be conclusive evidence that such officer has determined that the terms thereof (including any modifications from the forms presented to the sole director) are not materially adverse to the Corporation; and it is further

Resolution 6 — Authorization of Closing Deliverables

RESOLVED, that the Authorized Officers are hereby specifically authorized, empowered, and directed to execute and deliver, or cause to be executed and delivered, at or prior to the Closing contemplated by the MIPA, each of the following documents on behalf of the Corporation:

(a) the Closing Certificate of the Corporation, certifying the bring-down of representations and warranties of the Corporation and compliance with the covenants and agreements of the Corporation set forth in the MIPA, as required by Article VII thereof;

(b) the Officer's Certificate of the Corporation, certifying the satisfaction of all conditions to the Closing set forth in Article VII of the MIPA, including, without limitation, the receipt of all required governmental approvals (including early termination or expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and clearance under the Canadian Competition Act, R.S.C. 1985, c. C-34, as amended) and all required third-party consents;

(c) the Secretary's Certificate (with Incumbency) of the Corporation, certifying the incumbency and specimen signatures of the Authorized Officers of the Corporation authorized to execute the Transaction Documents and the closing deliverables, together with certified copies of this Written Consent and any other corporate authorizations of the Corporation;

(d) the FIRPTA Certificate (Non-Foreign Affidavit) of the Corporation, certifying that the Corporation is not a "foreign person" within the meaning of Section 1445 of the Code and the Treasury Regulations promulgated thereunder (including Treasury Regulation Section 1.1445-2(b));

(e) the Assignment of Membership Interests, evidencing the transfer of 100% of the Membership Interests in MPH from the Corporation to Ridgeline Publishing Acquisition Corp.;

(f) the Estimated Closing Statement, setting forth the Corporation's good faith estimates of Closing Indebtedness, Closing Cash, Target Transaction Expenses, and Net Working Capital as of the Closing Date, prepared in accordance with the methodology set forth in the MIPA;

(g) the Payoff Letter and Lien Release with respect to the Fifty Million Dollar ($50,000,000) Intercompany Note, evidencing the amount necessary to pay in full all amounts owing under the Intercompany Note and providing for the release of any and all liens, security interests, pledges, and encumbrances held by the Corporation against the assets of MPH in connection therewith;

(h) Good Standing Certificates (or certificates of existence, as applicable) for MPH and each of the MPH Subsidiaries, issued by the applicable Secretary of State or other governmental authority in each entity's jurisdiction of organization and each jurisdiction in which such entity is qualified to do business, each dated not earlier than five (5) business days prior to the Closing Date; and

(i) Wire Transfer Instructions and Funds Flow Documentation, setting forth the wire transfer instructions for the payment of the Estimated Purchase Price, the deposit of the Escrow Amount, and the distribution of all other amounts payable at the Closing, in accordance with the funds flow memorandum to be agreed upon by the parties;

and it is further

Resolution 7 — Repayment of Intercompany Note

RESOLVED, that upon the Closing, the Corporation is hereby authorized to receive payment in the amount of Fifty Million Dollars ($50,000,000) (or such other amount as may then be outstanding) in full satisfaction of all amounts owing under the intercompany promissory note between the Corporation (as payee) and Meridian Press Holdings LLC (as maker), dated as of the original date thereof (the "Intercompany Note"), and upon receipt of such payment, to execute and deliver all documentation necessary to (i) release any and all liens, security interests, pledges, mortgages, and other encumbrances held by the Corporation against any and all assets of MPH and the MPH Subsidiaries securing the obligations under the Intercompany Note, (ii) mark the Intercompany Note as paid in full and cancelled, and (iii) file or record any UCC-3 termination statements or other releases with applicable governmental authorities as may be necessary to evidence the release of such liens and security interests; and it is further

Resolution 8 — Regulatory Filings and Third-Party Consents

RESOLVED, that the Authorized Officers are hereby further authorized, empowered, and directed to make, or cause to be made, such filings, registrations, and notifications with governmental authorities as may be required or advisable in connection with the transactions contemplated by the MIPA, including, without limitation:

(a) the filing of the Notification and Report Form required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (15 U.S.C. § 18a) (the "HSR Act"), assigned HSR Transaction Number 20241537, with the Antitrust Division of the United States Department of Justice and the Federal Trade Commission, and to take all actions necessary to obtain early termination of, or to comply with, the waiting period under the HSR Act;

(b) the filing of any pre-merger notification or similar filing required under the Canadian Competition Act, R.S.C. 1985, c. C-34, as amended, with the Canadian Competition Bureau, and to take all actions necessary to obtain clearance under such statute;

(c) any other regulatory or governmental filings, notifications, or applications that may be required or advisable in connection with the transactions in any other applicable jurisdiction; and

(d) cooperation with the Buyer and Buyer's legal counsel, Hathaway, Locke & Barnett LLP, in preparing, filing, and prosecuting all such filings and in obtaining all required consents and approvals from governmental authorities;

and it is further

RESOLVED, that the Authorized Officers are hereby authorized to obtain, or cause to be obtained, all required third-party consents in connection with the transactions contemplated by the MIPA, including, without limitation:

(a) consent under the Oakbridge Distribution Alliance Agreement, dated as of January 15, 2019, by and between Meridian Distribution Services Inc. and Oakbridge Logistics Corp., to the change of control of MPH;

(b) consents under major author agreements, content license agreements, and publishing agreements to which MPH or any MPH Subsidiary is a party, to the extent required by the terms thereof in connection with the change of control of MPH; and

(c) landlord consents for the assignment or deemed assignment of real property leases to which MPH or any MPH Subsidiary is a party, as required by the terms of such leases in connection with the transactions contemplated by the MIPA;

and it is further

Resolution 9 — Engagement of Advisors

RESOLVED, that the engagement of (a) Calderwood & Harkness LLP, 425 Park Avenue, New York, New York 10022, as legal counsel to the Corporation and Parent in connection with the proposed transaction, on the terms set forth in the engagement letter dated as of March 4, 2024, and (b) Haverford Whitmore & Co., New York, New York, as financial advisor to the Corporation and Parent in connection with the proposed transaction, on the terms set forth in the engagement letter dated as of February 22, 2024, is hereby ratified, confirmed, and approved in all respects, and the Authorized Officers are hereby authorized to pay or cause to be paid all fees and expenses of such advisors in accordance with the terms of their respective engagement letters; and it is further

Resolution 10 — General Authorization

RESOLVED, that the Authorized Officers of the Corporation are hereby authorized, empowered, and directed to do and perform, or cause to be done and performed, all such acts and things, and to execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, certificates, filings, notices, and communications, in the name of and on behalf of the Corporation, under the corporate seal of the Corporation or otherwise, as any such Authorized Officer may deem necessary, advisable, or appropriate to carry out the intent and accomplish the purposes of the foregoing resolutions and to consummate the transactions contemplated thereby, the execution and delivery of any such document or the doing of any such act or thing to be conclusive evidence that such Authorized Officer deemed the same to be necessary, advisable, or appropriate; and it is further

RESOLVED, that all actions heretofore taken by any officer, director, or authorized representative of the Corporation in connection with the matters contemplated by the foregoing resolutions, including, without limitation, the negotiation of the Transaction Documents, the engagement of advisors, the preparation of regulatory filings, and the conduct of due diligence, are hereby ratified, confirmed, and approved in all respects as the acts and deeds of the Corporation.

EXECUTION

This Written Consent may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Written Consent by facsimile transmission, by electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document shall have the same effect as delivery of a manually executed counterpart.

This Written Consent shall be effective as of the date first set forth above and shall be filed with the minutes of the proceedings of the board of directors of the Corporation in accordance with Section 141(f) of the DGCL.

[Signature Page Follows]

SIGNATURE PAGE TO WRITTEN CONSENT OF SOLE DIRECTOR OF AURELIUS MEDIA HOLDINGS INC.

IN WITNESS WHEREOF, the undersigned has executed this Written Consent of the Sole Director of Aurelius Media Holdings Inc. in Lieu of a Meeting as of July 17, 2024.

SOLE DIRECTOR OF AURELIUS MEDIA HOLDINGS INC.

By: ________

Name: Sir Geoffrey R. Halsworth

Title: Sole Director

(as designated by Aurelius Global Media Group PLC)

Date: July 17, 2024

SECRETARY'S ACKNOWLEDGMENT AND ATTESTATION

The undersigned, being the duly appointed Secretary of Aurelius Media Holdings Inc., a Delaware corporation, hereby acknowledges and certifies that:

1. The foregoing Written Consent of the Sole Director of Aurelius Media Holdings Inc. in Lieu of a Meeting, dated as of July 17, 2024, has been duly executed by Sir Geoffrey R. Halsworth, the sole director of the Corporation, in accordance with Section 141(f) of the General Corporation Law of the State of Delaware.

2. The foregoing Written Consent constitutes the valid and binding action of the board of directors of the Corporation and has the same force and effect as if the actions set forth therein had been duly adopted at a meeting of the board of directors of the Corporation duly called and held on July 17, 2024, at which a quorum was present and acting.

3. The foregoing Written Consent has been filed with the minutes of the proceedings of the board of directors of the Corporation and will be maintained with the corporate records of the Corporation at its principal office.

4. As of the date hereof, Sir Geoffrey R. Halsworth is the sole member of the board of directors of the Corporation, duly appointed in accordance with the Certificate of Incorporation and Bylaws of the Corporation.

ACKNOWLEDGED AND ATTESTED:

By: ________

Name: Claudia Restrepo

Title: Secretary, Aurelius Media Holdings Inc.

Date: July 17, 2024

Drafted by Calderwood & Harkness LLP 425 Park Avenue, New York, NY 10022 Matter No. 1043-00002 Engagement Reference: SC/BH/JP/2024-0304/AGMG

CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED
Calderwood & Harkness LLP 425 Park Avenue New York, NY 10022 Matter No. 1043-00002
WRITTEN CONSENT OF THE SOLE DIRECTOR
OF
AURELIUS MEDIA HOLDINGS INC.
IN LIEU OF A MEETING
July 17, 2024
The undersigned, being the sole director of Aurelius Media Holdings Inc., a corporation organized and existing under the laws of the State of Delaware (Secretary of State file no. 5987324) (the "Corporation"), with its registered agent at Crowne Albany Corporation, 1209 Orange Street, Wilmington, Delaware 19801, hereby executes this Written Consent in Lieu of a Meeting (this "Written Consent") pursuant to Section 141(f) of the General Corporation Law of the State of Delaware (the "DGCL"), which provides that any action required or permitted to be taken at any meeting of the board of directors of a corporation may be taken without a meeting if a consent or consents in writing, setting forth the action so taken, shall be signed by all the members of the board of directors entitled to vote with respect to the subject matter thereof.
This action is taken without a meeting, without prior notice, and without a vote, and this Written Consent shall have the same force and effect as if the actions set forth herein had been duly adopted at a meeting of the board of directors of the Corporation duly called and held on the date hereof at which a quorum was present and acting.
The Corporation is a direct, wholly owned subsidiary of Aurelius Global Media Group PLC, a public limited company organized under the laws of England and Wales (Companies House registration number 08431276), with its principal executive offices at 14 Clarges Street, London W1J 8AQ, United Kingdom ("Parent" or "AGMG"). The Corporation is the sole member of Meridian Press Holdings LLC, a Delaware limited liability company (Secretary of State file no. 4521889), with its principal office at 1180 Avenue of the Americas, 22nd Floor, New York, New York 10036 ("MPH" or the "Company").
The sole director, having reviewed the materials described herein and having consulted with the Corporation's legal and financial advisors, hereby adopts the following recitals and resolutions:
RECITALS
WHEREAS:
A. Description of the Business
The Corporation directly holds one hundred percent (100%) of the membership interests (the "Membership Interests") in Meridian Press Holdings LLC. MPH is the operating entity for the legacy publishing division of Aurelius Global Media Group PLC, comprising the book publishing, periodical, and educational content businesses historically operated under the Meridian Press Holdings brand and its associated trade names.
MPH owns and operates three principal imprints: (i) Meridian Books, a trade and general interest book publishing imprint; (ii) Bellweather Academic, an academic, scholarly, and higher education publishing imprint; and (iii) Foxglove Periodicals, a periodicals and magazine publishing imprint. In addition, MPH operates a network of fourteen (14) distribution centers located across North America, providing warehousing, fulfillment, and logistics services for the foregoing imprints and certain third-party publishers, as well as educational content licensing operations serving K–12 and post-secondary educational institutions throughout the United States and Canada.
As of the date hereof, MPH employs approximately two thousand four hundred (2,400) full-time and part-time employees across its publishing, distribution, administrative, and corporate functions.
The key subsidiaries of MPH that are included within the scope of the contemplated carve-out transaction (the "MPH Subsidiaries") are as follows:
(i) Meridian Distribution Services Inc., a Delaware corporation (Secretary of State file no. 4736201), which operates MPH's distribution center network and third-party logistics services;
(ii) Bellweather Academic Press Inc., a Delaware corporation (Secretary of State file no. 4801133), which holds certain academic publishing rights, institutional licensing agreements, and scholarly journal titles;
(iii) Foxglove Media LLC, a New York limited liability company, which operates the periodicals and digital media operations of the Foxglove Periodicals imprint; and
(iv) Meridian Press Canada ULC, an unlimited liability company organized under the laws of the Province of British Columbia, Canada, which operates MPH's Canadian publishing, distribution, and educational licensing operations.
For the fiscal year ended December 31, 2023, MPH reported consolidated revenue of approximately One Billion One Hundred Forty Million Dollars ($1,140,000,000) and Adjusted EBITDA (as calculated in accordance with the methodology set forth in the MIPA) of approximately Ninety-Six Million Dollars ($96,000,000).
B. Description of the Proposed Transaction
The Corporation has determined to sell one hundred percent (100%) of the Membership Interests in MPH to Ridgeline Publishing Acquisition Corp. (the "Buyer"), a newly formed Delaware corporation (Secretary of State file no. 6501982). The Buyer is a wholly owned acquisition vehicle of Pinnacle Ridge Capital Partners Fund IV, L.P., a Delaware limited partnership (Secretary of State file no. 6234577) ("Fund IV"), a private equity fund managed by Pinnacle Ridge Capital Management LLC, a Delaware limited liability company ("Pinnacle Ridge" or the "Sponsor").
The sale of the Membership Interests is to be effected at an aggregate enterprise value of Four Hundred Eighty Million Dollars ($480,000,000), implying an EV/EBITDA multiple of approximately 5.0x based on MPH's FY2023 Adjusted EBITDA.
The estimated equity purchase price payable to the Corporation at the Closing (the "Estimated Purchase Price") is derived from the enterprise value as adjusted for the following items, each as estimated as of the anticipated Closing Date:
(i) Estimated Closing Indebtedness: Sixty-Two Million Five Hundred Thousand Dollars ($62,500,000), consisting of (a) a Fifty Million Dollar ($50,000,000) intercompany promissory note issued by MPH (as maker) to the Corporation (as payee) (the "Intercompany Note"), and (b) Twelve Million Five Hundred Thousand Dollars ($12,500,000) in capital lease obligations of MPH and the MPH Subsidiaries;
(ii) Estimated Closing Cash: Eight Million Two Hundred Thousand Dollars ($8,200,000) of unrestricted cash and cash equivalents of MPH and the MPH Subsidiaries as of the anticipated Closing Date;
(iii) Estimated Target Transaction Expenses: Four Million Seven Hundred Thousand Dollars ($4,700,000) in unpaid transaction expenses of MPH as of the Closing, including advisory fees, legal fees, accounting fees, and other costs incurred by MPH in connection with the transaction; and
(iv) Estimated Net Working Capital Adjustment: A shortfall of Three Million Dollars ($3,000,000), resulting from estimated Net Working Capital of One Hundred Forty-Two Million Dollars ($142,000,000) as compared to the Net Working Capital Target of One Hundred Forty-Five Million Dollars ($145,000,000), as such terms are defined in the MIPA.
Based on the foregoing adjustments, the Estimated Purchase Price is approximately Four Hundred Eighteen Million Dollars ($418,000,000), calculated as follows: $480,000,000 (enterprise value) minus $62,500,000 (estimated closing indebtedness) plus $8,200,000 (estimated closing cash) minus $4,700,000 (estimated target transaction expenses) minus $3,000,000 (estimated net working capital shortfall).
In accordance with the terms of the MIPA, an escrow amount of Seventy-Two Million Dollars ($72,000,000), representing fifteen percent (15%) of the enterprise value (the "Escrow Amount"), will be deposited at the Closing with Granite Trust Company, N.A., a national banking association with its principal office in Boston, Massachusetts (the "Escrow Agent"), to secure the Corporation's indemnification obligations under Article IX of the MIPA. As a result, the estimated net cash proceeds payable to the Corporation at the Closing will be approximately Three Hundred Forty-Six Million Dollars ($346,000,000).
C. Description of the Definitive Agreement
The terms of the proposed sale of the Membership Interests are set forth in a 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 provisions thereof (including, without limitation, the parent guarantee, non-competition covenants, and certain representations and warranties), Aurelius Global Media Group PLC and Pinnacle Ridge Capital Partners Fund IV, L.P.
The MIPA is to be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflicts of law principles that would result in the application of the laws of any other jurisdiction. Any disputes arising under the MIPA are subject to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery declines to accept jurisdiction, any state or federal court within the State of Delaware).
The target closing date under the MIPA is November 8, 2024, subject to the satisfaction or waiver of certain conditions precedent set forth therein, including the receipt of applicable regulatory approvals and third-party consents.
D. Description of Ancillary Agreements
In connection with the execution and delivery of the MIPA, the Corporation will enter into, or cause to be entered into, the following ancillary agreements (collectively with the MIPA, the "Transaction Documents"):
(i) Transition Services Agreement. The Corporation (as Service Provider) and Ridgeline Publishing Acquisition Corp. (as Service Recipient) will enter into a Transition Services Agreement (the "TSA") pursuant to which the Corporation will provide, or cause its affiliates to provide, transition services to the Buyer and the Company for a period of up to eighteen (18) months following the Closing Date. The categories and estimated monthly costs of the forward transition services are as follows:
(a) IT Infrastructure & Systems: Four Hundred Eighty-Five Thousand Dollars ($485,000) per month;
(b) Finance & Accounting: Three Hundred Ten Thousand Dollars ($310,000) per month;
(c) HR & Payroll Administration: One Hundred Seventy-Five Thousand Dollars ($175,000) per month; and
(d) Facilities & Real Estate Management: Two Hundred Twenty Thousand Dollars ($220,000) per month;
totaling One Million One Hundred Ninety Thousand Dollars ($1,190,000) per month in aggregate (for a maximum aggregate consideration over the full 18-month term of Twenty-One Million Four Hundred Twenty Thousand Dollars ($21,420,000)). The TSA will also provide for reverse transition services (the "Reverse TSA Services") pursuant to which the Buyer will cause the Company to provide distribution logistics support services to the Corporation at a cost of Eighty-Five Thousand Dollars ($85,000) per month for a period of up to twelve (12) months following the Closing Date (for a maximum aggregate consideration of One Million Twenty Thousand Dollars ($1,020,000)).
(ii) Escrow Agreement. The Corporation, Ridgeline Publishing Acquisition Corp., and Granite Trust Company, N.A. (as Escrow Agent) will enter into an Escrow Agreement providing for the deposit of the Escrow Amount of Seventy-Two Million Dollars ($72,000,000) into a segregated escrow account designated as account number GT-ESC-2024-11150048 (the "Escrow Account"), to be held and disbursed in accordance with the terms of such Escrow Agreement and Article IX of the MIPA.
(iii) Trademark License Agreement. Ridgeline Publishing Acquisition Corp. (as Licensor, or as assignee of the "Meridian" trade name rights acquired pursuant to the MIPA) and the Corporation (as Licensee) will enter into a Trademark License Agreement pursuant to which the Corporation will be granted a three (3)-year, royalty-free, non-exclusive, non-transferable license to use the "Meridian" name and associated trademarks solely in connection with legacy digital content archived on the Aurelius streaming platform operated by Parent's digital media division, subject to customary quality control standards and usage guidelines.
(iv) Non-Competition and Non-Solicitation Agreement. Aurelius Global Media Group PLC and Aurelius Media Holdings Inc. will enter into a Non-Competition and Non-Solicitation Agreement in favor of Ridgeline Publishing Acquisition Corp. (the "RCA"), pursuant to which the Corporation and its Parent will agree to refrain from, directly or indirectly, engaging in, owning, managing, operating, controlling, or participating in the ownership, management, operation, or control of any business engaged in book publishing, periodical publishing, or educational content businesses (including educational content licensing) in the United States and Canada for a period of five (5) years from the Closing Date. The RCA will further provide that the Corporation and its Parent will not, for a period of two (2) years from the Closing Date, directly or indirectly solicit for employment or hire any employee of the Company or the MPH Subsidiaries who is transferred to the Buyer in connection with the Closing, subject to customary carve-outs for general solicitations not targeted at such employees.
(v) Section 338(h)(10) Election Agreement. The Corporation and Ridgeline Publishing Acquisition Corp. will enter into a Section 338(h)(10) Election Agreement providing for the joint making of an election under Section 338(h)(10) of the Internal Revenue Code of 1986, as amended (the "Code"), and corresponding elections under applicable state and local tax laws, in connection with the sale of the Membership Interests, treating the transaction as a deemed asset sale for United States federal income tax purposes. The Section 338(h)(10) Election Agreement will set forth the allocation of the deemed purchase price among the assets of the Company and the MPH Subsidiaries in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder.
(vi) Assignment of Membership Interests. The Corporation will execute and deliver an instrument of assignment (the "Assignment") evidencing the transfer and assignment of one hundred percent (100%) of the Membership Interests in MPH from the Corporation to Ridgeline Publishing Acquisition Corp. as of the Closing Date.
E. Parent Approval
The Board of Directors of Aurelius Global Media Group PLC has duly considered and approved the proposed transaction, including the sale of the Membership Interests and the execution, delivery, and performance of each of the Transaction Documents, by written resolution dated July 17, 2024, adopted in accordance with the Companies Act 2006 and the Articles of Association of Parent. The Board of Directors of Parent has further authorized and directed the Corporation to proceed with the execution and delivery of the Transaction Documents and to consummate the transactions contemplated thereby.
F. Advisors.  The Corporation and Parent have engaged Haverford Whitmore & Co., with offices in New York, New York, as financial advisor to the Corporation and Parent in connection with the proposed transaction. The engagement is being led by Catherine Liang, Managing Director, at Haverford Whitmore & Co. The Corporation and Parent have also engaged Calderwood & Harkness LLP, with offices at 425 Park Avenue, New York, New York 10022, as legal counsel to the Corporation and Parent in connection with the proposed transaction. The engagement at Calderwood & Harkness LLP is being led by Beatrice Holloway, Responsible Partner, and James Prentice, Billing Partner (Matter No. 1043-00002).
In addition, the Corporation has been advised by Leonard Cross, Specialist Partner, Tax, at Calderwood & Harkness LLP, regarding the tax structuring of the proposed transaction and the implications of the Section 338(h)(10) election, including the Corporation's estimated United States federal and state income tax liability arising from the deemed asset sale treatment, which is estimated to be approximately Forty-Eight Million Dollars ($48,000,000), subject to final determination of the allocation of the deemed purchase price among the assets of the Company and the MPH Subsidiaries.
G. Determination of Best Interests
The sole director has reviewed the terms and conditions of the MIPA and each of the ancillary Transaction Documents in substantially final form, and has consulted with the Corporation's legal counsel at Calderwood & Harkness LLP and the Corporation's financial advisor at Haverford Whitmore & Co., and, based upon such review and consultation, the sole director has determined that the proposed transaction, on the terms and subject to the conditions set forth in the Transaction Documents, is fair to, and in the best interests of, the Corporation and its sole stockholder, Aurelius Global Media Group PLC, and that the consummation of the proposed transaction is advisable and desirable.
RESOLUTIONS
NOW, THEREFORE, BE IT:
Resolution 1 — Approval of the Transaction
RESOLVED, that the sale of one hundred percent (100%) of the Membership Interests in Meridian Press Holdings LLC by the Corporation to Ridgeline Publishing Acquisition Corp. at an aggregate enterprise value of Four Hundred Eighty Million Dollars ($480,000,000), for an estimated equity purchase price of approximately Four Hundred Eighteen Million Dollars ($418,000,000), and on the other terms and subject to the conditions set forth in the Membership Interest Purchase Agreement, is hereby approved and declared advisable and in the best interests of the Corporation and its sole stockholder; and it is further
Resolution 2 — Approval and Authorization of the MIPA
RESOLVED, that the form, terms, and provisions of the Membership Interest Purchase Agreement, by and among Aurelius Media Holdings Inc. (as Seller), Ridgeline Publishing Acquisition Corp. (as Buyer), and, solely for purposes of certain provisions thereof, Aurelius Global Media Group PLC and Pinnacle Ridge Capital Partners Fund IV, L.P., substantially in the form presented to the sole director and attached hereto as Exhibit A (with such changes therein as the officers of the Corporation executing the same shall approve, such approval to be conclusively evidenced by the execution and delivery thereof), are hereby approved in all respects; and it is further
RESOLVED, that the Corporation is hereby authorized to execute and deliver the MIPA on behalf of the Corporation by any authorized officer designated herein, and to perform its obligations and exercise its rights thereunder in accordance with the terms thereof; and it is further
Resolution 3 — Approval and Authorization of Ancillary Transaction Documents
RESOLVED, that the form, terms, and provisions of each of the following ancillary agreements (each substantially in the form presented to the sole director, with such changes therein as the officers of the Corporation executing the same shall approve, such approval to be conclusively evidenced by the execution and delivery thereof) are hereby approved in all respects, and the Corporation is hereby authorized to execute and deliver each of the following on behalf of the Corporation:
(a) the Transition Services Agreement, between the Corporation (as Service Provider) and Ridgeline Publishing Acquisition Corp. (as Service Recipient), including the reverse transition services provisions contained therein;
(b) the Escrow Agreement, among the Corporation, Ridgeline Publishing Acquisition Corp., and Granite Trust Company, N.A. (as Escrow Agent), providing for the deposit and administration of the Escrow Amount in escrow account GT-ESC-2024-11150048;
(c) the Trademark License Agreement, between Ridgeline Publishing Acquisition Corp. (as Licensor) and the Corporation (as Licensee), granting the Corporation a three (3)-year, royalty-free, non-exclusive license to use the "Meridian" name in connection with legacy digital content;
(d) the Non-Competition and Non-Solicitation Agreement, by Aurelius Global Media Group PLC and the Corporation in favor of Ridgeline Publishing Acquisition Corp.;
(e) the Section 338(h)(10) Election Agreement, between the Corporation and Ridgeline Publishing Acquisition Corp.;
(f) the Assignment of Membership Interests, by the Corporation in favor of Ridgeline Publishing Acquisition Corp.; and
(g) such other documents, instruments, certificates, and agreements as may be necessary, advisable, or desirable in connection with the consummation of the transactions contemplated by the MIPA, including, without limitation, the Estimated Closing Statement, officer's certificates required under the MIPA, closing certificates, the FIRPTA non-foreign affidavit pursuant to Section 1445 of the Code and the Treasury Regulations promulgated thereunder, secretary's certificates with incumbency certifications, and the payoff letter and lien release documentation in respect of the Fifty Million Dollar ($50,000,000) Intercompany Note;
and it is further
Resolution 4 — Section 338(h)(10) Election
RESOLVED, that the Corporation is hereby authorized to join with the Buyer in making a joint election under Section 338(h)(10) of the Internal Revenue Code of 1986, as amended, and any corresponding elections under applicable state and local tax laws (including, without limitation, any analogous elections under the tax laws of the State of New York, the State of Delaware, the Commonwealth of Massachusetts, and the Province of British Columbia, Canada, as applicable), in connection with the sale of the Membership Interests, and to execute and deliver Internal Revenue Service Form 8023 (Elections Under Section 338 for Corporations Making Qualified Stock Purchases), Internal Revenue Service Form 8883 (Asset Allocation Statement Under Section 338), and such other tax forms, elections, schedules, returns, and filings as may be required or advisable in connection therewith, and to agree upon the allocation of the deemed aggregate purchase price among the assets of the Company and the MPH Subsidiaries in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder; and it is further
Resolution 5 — Designation of Authorized Officers
RESOLVED, that each of the following individuals, in their respective capacities as officers of the Corporation, is hereby authorized, empowered, and directed, acting singly or jointly, to execute and deliver the MIPA and each of the ancillary Transaction Documents on behalf of the Corporation, and to take all such further actions and execute and deliver all such further documents, instruments, certificates, and agreements as any such officer may deem necessary, advisable, or appropriate in connection with the transactions contemplated thereby:
(a) Claudia Restrepo, General Counsel of Aurelius Global Media Group PLC, in her capacity as an authorized officer of the Corporation;
(b) Thomas Whitfield, Senior Vice President, Corporate Development of Aurelius Global Media Group PLC, in his capacity as an authorized officer of the Corporation; and
(c) Priya Nandakumar, Chief Financial Officer of Aurelius Global Media Group PLC, in her capacity as an authorized officer of the Corporation
(each, an "Authorized Officer" and, collectively, the "Authorized Officers");
and it is further
RESOLVED, that the authorization granted to the Authorized Officers hereunder includes the authority to negotiate and agree upon final terms and any modifications to the Transaction Documents prior to execution and delivery, provided that such modifications are not materially adverse to the Corporation, and the execution and delivery of any Transaction Document by an Authorized Officer shall be conclusive evidence that such officer has determined that the terms thereof (including any modifications from the forms presented to the sole director) are not materially adverse to the Corporation; and it is further
Resolution 6 — Authorization of Closing Deliverables
RESOLVED, that the Authorized Officers are hereby specifically authorized, empowered, and directed to execute and deliver, or cause to be executed and delivered, at or prior to the Closing contemplated by the MIPA, each of the following documents on behalf of the Corporation:
(a) the Closing Certificate of the Corporation, certifying the bring-down of representations and warranties of the Corporation and compliance with the covenants and agreements of the Corporation set forth in the MIPA, as required by Article VII thereof;
(b) the Officer's Certificate of the Corporation, certifying the satisfaction of all conditions to the Closing set forth in Article VII of the MIPA, including, without limitation, the receipt of all required governmental approvals (including early termination or expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and clearance under the Canadian Competition Act, R.S.C. 1985, c. C-34, as amended) and all required third-party consents;
(c) the Secretary's Certificate (with Incumbency) of the Corporation, certifying the incumbency and specimen signatures of the Authorized Officers of the Corporation authorized to execute the Transaction Documents and the closing deliverables, together with certified copies of this Written Consent and any other corporate authorizations of the Corporation;
(d) the FIRPTA Certificate (Non-Foreign Affidavit) of the Corporation, certifying that the Corporation is not a "foreign person" within the meaning of Section 1445 of the Code and the Treasury Regulations promulgated thereunder (including Treasury Regulation Section 1.1445-2(b));
(e) the Assignment of Membership Interests, evidencing the transfer of 100% of the Membership Interests in MPH from the Corporation to Ridgeline Publishing Acquisition Corp.;
(f) the Estimated Closing Statement, setting forth the Corporation's good faith estimates of Closing Indebtedness, Closing Cash, Target Transaction Expenses, and Net Working Capital as of the Closing Date, prepared in accordance with the methodology set forth in the MIPA;
(g) the Payoff Letter and Lien Release with respect to the Fifty Million Dollar ($50,000,000) Intercompany Note, evidencing the amount necessary to pay in full all amounts owing under the Intercompany Note and providing for the release of any and all liens, security interests, pledges, and encumbrances held by the Corporation against the assets of MPH in connection therewith;
(h) Good Standing Certificates (or certificates of existence, as applicable) for MPH and each of the MPH Subsidiaries, issued by the applicable Secretary of State or other governmental authority in each entity's jurisdiction of organization and each jurisdiction in which such entity is qualified to do business, each dated not earlier than five (5) business days prior to the Closing Date; and
(i) Wire Transfer Instructions and Funds Flow Documentation, setting forth the wire transfer instructions for the payment of the Estimated Purchase Price, the deposit of the Escrow Amount, and the distribution of all other amounts payable at the Closing, in accordance with the funds flow memorandum to be agreed upon by the parties;
and it is further
Resolution 7 — Repayment of Intercompany Note
RESOLVED, that upon the Closing, the Corporation is hereby authorized to receive payment in the amount of Fifty Million Dollars ($50,000,000) (or such other amount as may then be outstanding) in full satisfaction of all amounts owing under the intercompany promissory note between the Corporation (as payee) and Meridian Press Holdings LLC (as maker), dated as of the original date thereof (the "Intercompany Note"), and upon receipt of such payment, to execute and deliver all documentation necessary to (i) release any and all liens, security interests, pledges, mortgages, and other encumbrances held by the Corporation against any and all assets of MPH and the MPH Subsidiaries securing the obligations under the Intercompany Note, (ii) mark the Intercompany Note as paid in full and cancelled, and (iii) file or record any UCC-3 termination statements or other releases with applicable governmental authorities as may be necessary to evidence the release of such liens and security interests; and it is further
Resolution 8 — Regulatory Filings and Third-Party Consents
RESOLVED, that the Authorized Officers are hereby further authorized, empowered, and directed to make, or cause to be made, such filings, registrations, and notifications with governmental authorities as may be required or advisable in connection with the transactions contemplated by the MIPA, including, without limitation:
(a) the filing of the Notification and Report Form required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (15 U.S.C. § 18a) (the "HSR Act"), assigned HSR Transaction Number 20241537, with the Antitrust Division of the United States Department of Justice and the Federal Trade Commission, and to take all actions necessary to obtain early termination of, or to comply with, the waiting period under the HSR Act;
(b) the filing of any pre-merger notification or similar filing required under the Canadian Competition Act, R.S.C. 1985, c. C-34, as amended, with the Canadian Competition Bureau, and to take all actions necessary to obtain clearance under such statute;
(c) any other regulatory or governmental filings, notifications, or applications that may be required or advisable in connection with the transactions in any other applicable jurisdiction; and
(d) cooperation with the Buyer and Buyer's legal counsel, Hathaway, Locke & Barnett LLP, in preparing, filing, and prosecuting all such filings and in obtaining all required consents and approvals from governmental authorities;
and it is further
RESOLVED, that the Authorized Officers are hereby authorized to obtain, or cause to be obtained, all required third-party consents in connection with the transactions contemplated by the MIPA, including, without limitation:
(a) consent under the Oakbridge Distribution Alliance Agreement, dated as of January 15, 2019, by and between Meridian Distribution Services Inc. and Oakbridge Logistics Corp., to the change of control of MPH;
(b) consents under major author agreements, content license agreements, and publishing agreements to which MPH or any MPH Subsidiary is a party, to the extent required by the terms thereof in connection with the change of control of MPH; and
(c) landlord consents for the assignment or deemed assignment of real property leases to which MPH or any MPH Subsidiary is a party, as required by the terms of such leases in connection with the transactions contemplated by the MIPA;
and it is further
Resolution 9 — Engagement of Advisors
RESOLVED, that the engagement of (a) Calderwood & Harkness LLP, 425 Park Avenue, New York, New York 10022, as legal counsel to the Corporation and Parent in connection with the proposed transaction, on the terms set forth in the engagement letter dated as of March 4, 2024, and (b) Haverford Whitmore & Co., New York, New York, as financial advisor to the Corporation and Parent in connection with the proposed transaction, on the terms set forth in the engagement letter dated as of February 22, 2024, is hereby ratified, confirmed, and approved in all respects, and the Authorized Officers are hereby authorized to pay or cause to be paid all fees and expenses of such advisors in accordance with the terms of their respective engagement letters; and it is further
Resolution 10 — General Authorization
RESOLVED, that the Authorized Officers of the Corporation are hereby authorized, empowered, and directed to do and perform, or cause to be done and performed, all such acts and things, and to execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, certificates, filings, notices, and communications, in the name of and on behalf of the Corporation, under the corporate seal of the Corporation or otherwise, as any such Authorized Officer may deem necessary, advisable, or appropriate to carry out the intent and accomplish the purposes of the foregoing resolutions and to consummate the transactions contemplated thereby, the execution and delivery of any such document or the doing of any such act or thing to be conclusive evidence that such Authorized Officer deemed the same to be necessary, advisable, or appropriate; and it is further
RESOLVED, that all actions heretofore taken by any officer, director, or authorized representative of the Corporation in connection with the matters contemplated by the foregoing resolutions, including, without limitation, the negotiation of the Transaction Documents, the engagement of advisors, the preparation of regulatory filings, and the conduct of due diligence, are hereby ratified, confirmed, and approved in all respects as the acts and deeds of the Corporation.
EXECUTION
This Written Consent may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Written Consent by facsimile transmission, by electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document shall have the same effect as delivery of a manually executed counterpart.
This Written Consent shall be effective as of the date first set forth above and shall be filed with the minutes of the proceedings of the board of directors of the Corporation in accordance with Section 141(f) of the DGCL.
[Signature Page Follows]
SIGNATURE PAGE TO WRITTEN CONSENT OF SOLE DIRECTOR OF AURELIUS MEDIA HOLDINGS INC.
IN WITNESS WHEREOF, the undersigned has executed this Written Consent of the Sole Director of Aurelius Media Holdings Inc. in Lieu of a Meeting as of July 17, 2024.
SOLE DIRECTOR OF AURELIUS MEDIA HOLDINGS INC.
By: ________
Name: Sir Geoffrey R. Halsworth
Title: Sole Director
(as designated by Aurelius Global Media Group PLC)
Date: July 17, 2024
SECRETARY'S ACKNOWLEDGMENT AND ATTESTATION
The undersigned, being the duly appointed Secretary of Aurelius Media Holdings Inc., a Delaware corporation, hereby acknowledges and certifies that:
1.  The foregoing Written Consent of the Sole Director of Aurelius Media Holdings Inc. in Lieu of a Meeting, dated as of July 17, 2024, has been duly executed by Sir Geoffrey R. Halsworth, the sole director of the Corporation, in accordance with Section 141(f) of the General Corporation Law of the State of Delaware.
2.  The foregoing Written Consent constitutes the valid and binding action of the board of directors of the Corporation and has the same force and effect as if the actions set forth therein had been duly adopted at a meeting of the board of directors of the Corporation duly called and held on July 17, 2024, at which a quorum was present and acting.
3.  The foregoing Written Consent has been filed with the minutes of the proceedings of the board of directors of the Corporation and will be maintained with the corporate records of the Corporation at its principal office.
4.  As of the date hereof, Sir Geoffrey R. Halsworth is the sole member of the board of directors of the Corporation, duly appointed in accordance with the Certificate of Incorporation and Bylaws of the Corporation.
ACKNOWLEDGED AND ATTESTED:
By: ________
Name: Claudia Restrepo
Title: Secretary, Aurelius Media Holdings Inc.
Date: July 17, 2024
Drafted by Calderwood & Harkness LLP 425 Park Avenue, New York, NY 10022 Matter No. 1043-00002 Engagement Reference: SC/BH/JP/2024-0304/AGMG

CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED

WRITTEN CONSENT OF THE SOLE DIRECTOR

AURELIUS MEDIA HOLDINGS INC.

IN LIEU OF A MEETING

RECITALS

WHEREAS:

RESOLUTIONS

NOW, THEREFORE, BE IT:

EXECUTION

SOLE DIRECTOR OF AURELIUS MEDIA HOLDINGS INC.

SECRETARY'S ACKNOWLEDGMENT AND ATTESTATION

ACKNOWLEDGED AND ATTESTED:

Record

Parties

Dates

Amounts