1017-00006 · Aurelius Global Media Group · Closing

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ASSIGNMENT OF MEMBERSHIP INTERESTS

Dated as of November 15, 2024

This ASSIGNMENT OF MEMBERSHIP INTERESTS (this "Assignment"), dated as of November 15, 2024 (the "Closing Date"), is executed by and between:

ASSIGNOR: Aurelius Media Holdings Inc., a corporation duly organized and existing under the laws of the State of Delaware (Secretary of State file no. 5987324), with its registered agent at Crowne Albany Corporation, 1209 Orange Street, Wilmington, Delaware 19801 (hereinafter referred to as "Assignor" or "Seller"); and

ASSIGNEE: Ridgeline Publishing Acquisition Corp., a corporation duly organized and existing under the laws of the State of Delaware (Secretary of State file no. 6501982), with its registered agent at Crowne Albany Corporation, 1209 Orange Street, Wilmington, Delaware 19801 (hereinafter referred to as "Assignee" or "Buyer").

Assignor and Assignee are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

The membership interests being assigned hereunder are 100% of the issued and outstanding membership interests (as more particularly described in Exhibit A attached hereto) in Meridian Press Holdings LLC, a limited liability company duly organized and existing under the laws of the State of Delaware (Secretary of State file no. 4521889), with its principal office located at 1180 Avenue of the Americas, 22nd Floor, New York, New York 10036, and its registered agent at Fenmore Health IT Statutory Agent, 251 Little Falls Drive, Wilmington, Delaware 19808 (the "Company").

RECITALS

WHEREAS:

A. Ownership of Interests. Assignor is the sole member of the Company and owns, beneficially and of record, one hundred percent (100%) of the issued and outstanding membership interests, units, and other equity interests in the Company (collectively, the "Membership Interests"). The Company was duly formed as a Delaware limited liability company under the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq. (as amended from time to time, the "DLLCA"), and the Company remains in good standing under the laws of the State of Delaware as of the date hereof;

B. The MIPA. Assignor, Assignee, and solely for purposes of certain provisions thereof, Aurelius Global Media Group PLC, a public limited company incorporated in England and Wales (Companies House registration number 08431276) ("Parent Guarantor"), and Pinnacle Ridge Capital Partners Fund IV, L.P., a limited partnership organized under the laws of the State of Delaware (Secretary of State file no. 6234577) ("Sponsor"), entered into that certain Membership Interest Purchase Agreement, dated as of July 19, 2024 (as may be amended, supplemented, or otherwise modified from time to time in accordance with its terms, the "MIPA"), pursuant to which the MIPA provides for, among other things, the sale by Assignor and the purchase by Assignee of one hundred percent (100%) of the Membership Interests in the Company at an enterprise value of Four Hundred Eighty Million Dollars ($480,000,000), upon the terms and subject to the conditions set forth therein;

C. Closing and Purpose of Assignment. This Assignment is being executed and delivered by Assignor to Assignee at the Closing (as defined in the MIPA) in satisfaction of Assignor's obligation under Article II and Section 2.06 of the MIPA to assign, transfer, convey, and deliver to Assignee all of Assignor's right, title, and interest in and to the Membership Interests. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the MIPA; and

D. Company Subsidiaries. The Company directly or indirectly holds all of the issued and outstanding equity interests in each of the following subsidiaries (collectively, the "Subsidiaries"), and the Membership Interests being assigned hereunder encompass, by virtue of the Company's direct or indirect ownership thereof, all of the equity interests in such Subsidiaries:

(i) Meridian Distribution Services Inc., a corporation organized under the laws of the State of Delaware (Secretary of State file no. 4736201);

(ii) Bellweather Academic Press Inc., a corporation organized under the laws of the State of Delaware (Secretary of State file no. 4801133);

(iii) Foxglove Media LLC, a limited liability company organized under the laws of the State of New York; and

(iv) Meridian Press Canada ULC, an unlimited liability company organized under the laws of the Province of British Columbia, Canada.

NOW, THEREFORE, in consideration of the foregoing premises, the mutual covenants and agreements contained herein, the payment of the Purchase Price, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:

Section 1 — Assignment and Transfer

1.1 Assignment. Effective as of the Closing Date, Assignor hereby irrevocably assigns, transfers, sets over, conveys, and delivers to Assignee, and Assignee hereby accepts from Assignor, all of Assignor's right, title, and interest in and to one hundred percent (100%) of the Membership Interests in the Company.

1.2 Nature of Membership Interests. The Membership Interests assigned hereunder constitute all of the issued and outstanding membership interests, units, or other equity interests in the Company. As of the date hereof, no other membership interests, units, or other equity interests of any kind have been authorized, issued, reserved for issuance, or are outstanding with respect to the Company, other than the Membership Interests being assigned hereby.

1.3 Rights of Assignee. Following the effectiveness of this Assignment, Assignee shall be the sole member of the Company and shall be entitled to all rights, benefits, and privileges appurtenant to the Membership Interests, including, without limitation: (a) all rights to receive distributions from the Company, whether in cash, property, or otherwise; (b) all allocations of profits, losses, gains, deductions, and credits of the Company; (c) all voting, consent, and governance rights associated with the Membership Interests; (d) all rights to inspect the books and records of the Company; and (e) all other rights, benefits, and privileges of a member of the Company under the limited liability company agreement of the Company, the DLLCA, and applicable law.

1.4 Free and Clear. This assignment is made free and clear of all liens, claims, encumbrances, pledges, security interests, charges, mortgages, options, preemptive rights, rights of first refusal, rights of first offer, equities, adverse claims, and restrictions of any kind or nature whatsoever (collectively, "Encumbrances"), other than (a) restrictions on transfer arising under applicable federal and state securities laws and (b) any Encumbrances that will be released at or prior to the Closing pursuant to the terms of the MIPA.

Section 2 — Consideration

2.1 Purchase Price. The assignment of the Membership Interests pursuant to this Assignment is made in consideration of the payment by Assignee to Assignor of the Purchase Price as set forth in, and calculated pursuant to, Article II of the MIPA. The Estimated Equity Purchase Price payable at the Closing is Four Hundred Eighteen Million Dollars ($418,000,000), which amount remains subject to post-closing adjustment as provided in Section 2.07 of the MIPA based upon the final determination of Closing Working Capital, Closing Cash, Closing Indebtedness, and Transaction Expenses (each as defined in the MIPA).

2.2 Receipt of Consideration. Assignor hereby acknowledges receipt, or concurrent receipt at the Closing, of the applicable portion of the Purchase Price in accordance with the funds flow memorandum and wire transfer instructions contemplated by the MIPA and the related closing deliverables. Without limiting the generality of the foregoing, Assignor acknowledges that an amount equal to Seventy-Two Million Dollars ($72,000,000) of the Estimated Equity Purchase Price has been deposited in escrow with Granite Trust Company, N.A., as escrow agent (escrow account reference number GT-ESC-2024-11150048), pursuant to that certain Escrow Agreement, dated as of the Closing Date, by and among Assignor, Assignee, and Granite Trust Company, N.A. (the "Escrow Agreement"), to be held and disbursed in accordance with the terms thereof.

Section 3 — Representations and Warranties of Assignor

Assignor hereby represents and warrants to Assignee as follows:

3.1 Authority. Assignor is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. Assignor has full corporate power and authority to execute, deliver, and perform its obligations under this Assignment and to consummate the transactions contemplated hereby, including the assignment and transfer of the Membership Interests to Assignee.

3.2 Ownership. Assignor is the sole member and the record and beneficial owner of one hundred percent (100%) of the Membership Interests in the Company. The Membership Interests are owned by Assignor free and clear of all Encumbrances, other than (a) restrictions on transfer arising under applicable federal and state securities laws and (b) restrictions, if any, set forth in the Company's limited liability company agreement that are being waived or otherwise satisfied in connection with this Assignment. No other person or entity has any right, title, or interest in or to the Membership Interests, or any portion thereof.

3.3 Due Authorization; Enforceability. The execution, delivery, and performance of this Assignment by Assignor has been duly authorized by all necessary corporate action on the part of Assignor, including the approval of the board of directors of Assignor pursuant to resolutions duly adopted at a meeting held on July 17, 2024, and no further corporate action on the part of Assignor is required in connection herewith. This Assignment constitutes the legal, valid, and binding obligation of Assignor, enforceable against Assignor in accordance with its terms, subject to (a) applicable bankruptcy, insolvency, reorganization, moratorium, receivership, fraudulent conveyance, and other similar laws affecting the enforcement of creditors' rights generally and (b) general principles of equity, whether applied in a proceeding in equity or at law (collectively, the "Enforceability Exceptions").

3.4 No Conflicts. The execution, delivery, and performance of this Assignment by Assignor does not and will not (a) violate, conflict with, or result in a breach of any provision of Assignor's certificate of incorporation or bylaws, each as currently in effect; (b) violate, conflict with, or result in a breach of, or constitute a default (or an event that, with the giving of notice or lapse of time, or both, would constitute a default) under, any material contract, agreement, indenture, or instrument to which Assignor is a party or by which Assignor or any of its properties or assets is bound; or (c) violate any order, writ, injunction, decree, statute, rule, or regulation of any governmental authority applicable to Assignor.

3.5 No Other Interests. There are no outstanding options, warrants, rights, calls, commitments, conversion privileges, preemptive rights, rights of first refusal, rights of first offer, or agreements of any kind relating to the issuance, sale, purchase, redemption, or transfer of any membership interests, units, or other equity interests in the Company, other than as expressly contemplated by the MIPA and this Assignment. There are no outstanding or authorized equity appreciation, phantom equity, profit participation, or similar rights with respect to the Company.

Section 4 — Representations and Warranties of Assignee

Assignee hereby represents and warrants to Assignor as follows:

4.1 Authority. Assignee is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, having been incorporated on October 2, 2024 (Secretary of State file no. 6501982). Assignee has full corporate power and authority to execute, deliver, and perform its obligations under this Assignment and to consummate the transactions contemplated hereby, including the acceptance of the Membership Interests from Assignor.

4.2 Due Authorization; Enforceability. The execution, delivery, and performance of this Assignment by Assignee has been duly authorized by all necessary corporate action on the part of Assignee, and no further corporate action on the part of Assignee is required in connection herewith. This Assignment constitutes the legal, valid, and binding obligation of Assignee, enforceable against Assignee in accordance with its terms, subject to the Enforceability Exceptions.

Section 5 — Admission of Assignee as Sole Member

5.1 Withdrawal and Admission. As of the Closing Date and effective upon the execution and delivery of this Assignment by both Parties, Assignor is hereby withdrawn as a member of the Company, and Assignee is hereby admitted as the sole member of the Company. From and after the effectiveness of this Assignment, Assignor shall have no further rights, interests, or obligations as a member of the Company (except as otherwise provided in the MIPA with respect to indemnification, post-closing adjustments, and other surviving obligations).

5.2 Succession. Assignee shall succeed to all of the rights, duties, powers, and obligations of the sole member of the Company under the Company's limited liability company agreement, the DLLCA, and all applicable law. All references to the "member" or "sole member" in the Company's limited liability company agreement and related organizational documents shall, from and after the effectiveness of this Assignment, be deemed to refer to Assignee.

5.3 Amendment of Limited Liability Company Agreement. Assignee, in its capacity as the sole member of the Company, shall be entitled to amend, restate, supplement, or replace the limited liability company agreement of the Company as Assignee may determine in its sole and absolute discretion, effective as of the Closing Date or at any time thereafter, without the consent of any other person or entity.

Section 6 — Further Assurances

6.1 Each Party agrees, at its own expense (except as otherwise provided in the MIPA with respect to the allocation of Transaction Expenses), to execute and deliver, from time to time after the date hereof, such additional instruments, documents, certificates, and assurances, and to take such further actions, as may be reasonably necessary or desirable to carry out the purposes and intent of this Assignment and to vest in Assignee good, valid, and marketable title to the Membership Interests, free and clear of all Encumbrances (other than those described in Section 1.4 hereof).

6.2 Without limiting the generality of the foregoing, Assignor shall cooperate with Assignee, and shall use commercially reasonable efforts, in connection with: (a) the preparation and filing of any amendments to the Certificate of Formation of the Company with the Secretary of State of the State of Delaware to reflect the change in membership of the Company; (b) the preparation and filing of any amendments, updates, or new registrations required in other jurisdictions where the Company or any of its Subsidiaries are qualified or authorized to do business; (c) the transfer and updating of any books, records, registers, or ledgers of the Company to reflect Assignee as the sole member; and (d) such other filings, notifications, or registrations with governmental authorities or third parties as may be required or advisable to effectuate the transactions contemplated by this Assignment and the MIPA.

Section 7 — Relationship to the MIPA

7.1 Delivery Pursuant to MIPA. This Assignment is delivered pursuant to and in accordance with the MIPA, is one of the closing deliverables contemplated by Section 2.06 thereof, and is subject in all respects to the terms, conditions, representations, warranties, covenants, and agreements contained in the MIPA.

7.2 No Modification of MIPA. Nothing in this Assignment shall be deemed to modify, supersede, amend, expand, limit, or otherwise affect any of the representations, warranties, covenants, indemnities, agreements, or obligations of any party set forth in the MIPA. The representations and warranties set forth in Section 3 and Section 4 of this Assignment are made solely for purposes of this Assignment and are in addition to, and not in limitation or modification of, the representations and warranties set forth in the MIPA.

7.3 Conflicts. In the event of any conflict, inconsistency, or ambiguity between the terms of this Assignment and the terms of the MIPA, the terms of the MIPA shall control, govern, and prevail in all respects.

7.4 Indemnification. The indemnification provisions set forth in Article IX of the MIPA, including without limitation: (a) the aggregate indemnification cap of Seventy-Two Million Dollars ($72,000,000); (b) the deductible basket of Four Million Eight Hundred Thousand Dollars ($4,800,000); (c) the general survival period of eighteen (18) months from the Closing Date, expiring on May 15, 2026; (d) the survival period applicable to Fundamental Representations of thirty-six (36) months from the Closing Date, expiring on November 15, 2027; and (e) all other limitations, exclusions, procedures, and conditions set forth therein, shall remain in full force and effect, are expressly incorporated herein by reference, and shall govern any claims for indemnification arising in connection with or related to this Assignment, the MIPA, or the transactions contemplated hereby or thereby.

Section 8 — Governing Law

This Assignment and all claims, controversies, and disputes arising out of or relating to this Assignment, whether sounding in contract, tort, statute, or otherwise, shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Delaware, without giving effect to any choice-of-law or conflict-of-law rules, provisions, or principles (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any other jurisdiction.

Section 9 — Jurisdiction and Venue

9.1 The Parties hereby irrevocably submit to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction, the Superior Court of the State of Delaware, or the United States District Court for the District of Delaware) in connection with any action, suit, or proceeding arising out of or relating to this Assignment, and each Party agrees not to commence any such action, suit, or proceeding except in such courts. The provisions regarding exclusive jurisdiction and venue set forth in Section 11.06 of the MIPA are incorporated herein by reference and shall apply to this Assignment mutatis mutandis.

9.2 Each Party hereby irrevocably waives, and agrees not to assert by way of motion, defense, or otherwise, in any such action, suit, or proceeding: (a) any claim that it is not personally subject to the jurisdiction of the above-named courts; (b) any claim that such action, suit, or proceeding is brought in an inconvenient forum; and (c) any claim that the venue of such action, suit, or proceeding is improper.

Section 10 — Counterparts

This Assignment may be executed in two 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 a signature page of this Assignment by facsimile transmission or by electronic transmission in portable document format (.pdf) shall be effective as delivery of a manually executed counterpart of this Assignment. The words "execution," "signed," "signature," and words of similar import in this Assignment shall be deemed to include electronic signatures, which shall be of the same legal effect, validity, and enforceability as a manually executed signature, to the fullest extent permitted by applicable law, including the federal Electronic Signatures in Global and National Commerce Act, the Delaware Uniform Electronic Transactions Act, and any other applicable law.

Section 11 — Successors and Assigns

This Assignment shall be binding upon and shall inure to the benefit of the Parties and their respective successors, heirs, personal representatives, and permitted assigns. Neither Party may assign any of its rights or delegate any of its obligations under this Assignment without the prior written consent of the other Party, except that Assignee may assign its rights and obligations hereunder to any affiliate of Assignee without the consent of Assignor, provided that no such assignment shall relieve Assignee of its obligations hereunder.

Section 12 — Amendments

This Assignment may not be amended, modified, restated, or supplemented in any respect except by a written instrument duly executed by both Assignor and Assignee. No waiver of any provision of this Assignment shall be effective unless set forth in a written instrument signed by the Party granting such waiver, and no such waiver shall constitute a waiver of any other provision of this Assignment or a continuing waiver of the provision so waived.

Section 13 — Entire Agreement

This Assignment, together with the MIPA and the other transaction documents referred to therein (including the Escrow Agreement, the Transition Services Agreement, and each other ancillary agreement delivered in connection with the Closing), constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, agreements, representations, warranties, understandings, and communications, both written and oral, between the Parties with respect to the subject matter hereof.

[Remainder of page intentionally left blank. Signature pages follow.]

SIGNATURE PAGE TO ASSIGNMENT OF MEMBERSHIP INTERESTS

IN WITNESS WHEREOF, the Parties have executed this Assignment of Membership Interests as of the date first written above.

ASSIGNOR:

AURELIUS MEDIA HOLDINGS INC.

By: ________

Name: Catherine M. Whitford

Title: Executive Vice President and General Counsel

Date: November 15, 2024

SIGNATURE PAGE TO ASSIGNMENT OF MEMBERSHIP INTERESTS

ASSIGNEE:

RIDGELINE PUBLISHING ACQUISITION CORP.

By: ________

Name: David R. Alcott

Title: President and Chief Executive Officer

Date: November 15, 2024

ACKNOWLEDGMENT AND CONSENT OF THE COMPANY

The undersigned, Meridian Press Holdings LLC, a Delaware limited liability company (the "Company"), hereby acknowledges that it has received notice of the foregoing Assignment of Membership Interests, dated as of November 15, 2024, between Aurelius Media Holdings Inc., as Assignor, and Ridgeline Publishing Acquisition Corp., as Assignee. The Company hereby consents to the assignment and transfer of the Membership Interests from Assignor to Assignee and to the admission of Assignee as the sole member of the Company, effective as of the Closing Date, in accordance with the terms of this Assignment, the MIPA, and the Company's limited liability company agreement.

The Company further acknowledges that, as of the Closing Date, Assignee has been admitted as the sole member of the Company, and Assignor has been withdrawn as a member of the Company. The Company agrees to update its books, records, and registers to reflect the foregoing.

MERIDIAN PRESS HOLDINGS LLC

By: ________

Name: Jonathan Kessler

Title: President

Date: November 15, 2024

EXHIBIT A

DESCRIPTION OF MEMBERSHIP INTERESTS

The following sets forth a description of the Membership Interests being assigned, transferred, conveyed, and delivered pursuant to this Assignment of Membership Interests, dated as of November 15, 2024:

Company:

Membership Interests Assigned:

Subsidiaries:

The Company directly or indirectly owns all of the issued and outstanding equity interests in each of the following subsidiaries:

The assignment of the Membership Interests in the Company effectuates the indirect transfer of all of the Company's equity interests in each of the foregoing Subsidiaries. No separate assignment or transfer instrument is required with respect to the Subsidiaries by reason of the Company's direct or indirect ownership of the equity interests therein.

Item	Description
Name	Meridian Press Holdings LLC
Jurisdiction of Formation	State of Delaware
Entity Type	Limited Liability Company
Delaware File Number	4521889
Registered Agent	Fenmore Health IT Statutory Agent, 251 Little Falls Drive, Wilmington, Delaware 19808
Principal Office	1180 Avenue of the Americas, 22nd Floor, New York, New York 10036
Item	Description
Percentage Assigned	100% of the issued and outstanding membership interests
Sole Member (Pre-Assignment)	Aurelius Media Holdings Inc., a Delaware corporation (Secretary of State file no. 5987324)
Sole Member (Post-Assignment)	Ridgeline Publishing Acquisition Corp., a Delaware corporation (Secretary of State file no. 6501982)
Subsidiary	Jurisdiction	Entity Type	File / Registration Number
Meridian Distribution Services Inc.	Delaware	Corporation	4736201
Bellweather Academic Press Inc.	Delaware	Corporation	4801133
Foxglove Media LLC	New York	Limited Liability Company	N/A
Meridian Press Canada ULC	British Columbia, Canada	Unlimited Liability Company	N/A

ASSIGNMENT OF MEMBERSHIP INTERESTS
Dated as of November 15, 2024
This ASSIGNMENT OF MEMBERSHIP INTERESTS (this "Assignment"), dated as of November 15, 2024 (the "Closing Date"), is executed by and between:
ASSIGNOR: Aurelius Media Holdings Inc., a corporation duly organized and existing under the laws of the State of Delaware (Secretary of State file no. 5987324), with its registered agent at Crowne Albany Corporation, 1209 Orange Street, Wilmington, Delaware 19801 (hereinafter referred to as "Assignor" or "Seller"); and
ASSIGNEE: Ridgeline Publishing Acquisition Corp., a corporation duly organized and existing under the laws of the State of Delaware (Secretary of State file no. 6501982), with its registered agent at Crowne Albany Corporation, 1209 Orange Street, Wilmington, Delaware 19801 (hereinafter referred to as "Assignee" or "Buyer").
Assignor and Assignee are sometimes referred to herein individually as a "Party" and collectively as the "Parties."
The membership interests being assigned hereunder are 100% of the issued and outstanding membership interests (as more particularly described in Exhibit A attached hereto) in Meridian Press Holdings LLC, a limited liability company duly organized and existing under the laws of the State of Delaware (Secretary of State file no. 4521889), with its principal office located at 1180 Avenue of the Americas, 22nd Floor, New York, New York 10036, and its registered agent at Fenmore Health IT Statutory Agent, 251 Little Falls Drive, Wilmington, Delaware 19808 (the "Company").
RECITALS
WHEREAS:
A. Ownership of Interests. Assignor is the sole member of the Company and owns, beneficially and of record, one hundred percent (100%) of the issued and outstanding membership interests, units, and other equity interests in the Company (collectively, the "Membership Interests"). The Company was duly formed as a Delaware limited liability company under the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq. (as amended from time to time, the "DLLCA"), and the Company remains in good standing under the laws of the State of Delaware as of the date hereof;
B. The MIPA. Assignor, Assignee, and solely for purposes of certain provisions thereof, Aurelius Global Media Group PLC, a public limited company incorporated in England and Wales (Companies House registration number 08431276) ("Parent Guarantor"), and Pinnacle Ridge Capital Partners Fund IV, L.P., a limited partnership organized under the laws of the State of Delaware (Secretary of State file no. 6234577) ("Sponsor"), entered into that certain Membership Interest Purchase Agreement, dated as of July 19, 2024 (as may be amended, supplemented, or otherwise modified from time to time in accordance with its terms, the "MIPA"), pursuant to which the MIPA provides for, among other things, the sale by Assignor and the purchase by Assignee of one hundred percent (100%) of the Membership Interests in the Company at an enterprise value of Four Hundred Eighty Million Dollars ($480,000,000), upon the terms and subject to the conditions set forth therein;
C. Closing and Purpose of Assignment. This Assignment is being executed and delivered by Assignor to Assignee at the Closing (as defined in the MIPA) in satisfaction of Assignor's obligation under Article II and Section 2.06 of the MIPA to assign, transfer, convey, and deliver to Assignee all of Assignor's right, title, and interest in and to the Membership Interests. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the MIPA; and
D. Company Subsidiaries. The Company directly or indirectly holds all of the issued and outstanding equity interests in each of the following subsidiaries (collectively, the "Subsidiaries"), and the Membership Interests being assigned hereunder encompass, by virtue of the Company's direct or indirect ownership thereof, all of the equity interests in such Subsidiaries:
(i) Meridian Distribution Services Inc., a corporation organized under the laws of the State of Delaware (Secretary of State file no. 4736201);
(ii) Bellweather Academic Press Inc., a corporation organized under the laws of the State of Delaware (Secretary of State file no. 4801133);
(iii) Foxglove Media LLC, a limited liability company organized under the laws of the State of New York; and
(iv) Meridian Press Canada ULC, an unlimited liability company organized under the laws of the Province of British Columbia, Canada.
NOW, THEREFORE, in consideration of the foregoing premises, the mutual covenants and agreements contained herein, the payment of the Purchase Price, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:
Section 1 — Assignment and Transfer
1.1 Assignment. Effective as of the Closing Date, Assignor hereby irrevocably assigns, transfers, sets over, conveys, and delivers to Assignee, and Assignee hereby accepts from Assignor, all of Assignor's right, title, and interest in and to one hundred percent (100%) of the Membership Interests in the Company.
1.2 Nature of Membership Interests. The Membership Interests assigned hereunder constitute all of the issued and outstanding membership interests, units, or other equity interests in the Company. As of the date hereof, no other membership interests, units, or other equity interests of any kind have been authorized, issued, reserved for issuance, or are outstanding with respect to the Company, other than the Membership Interests being assigned hereby.
1.3 Rights of Assignee. Following the effectiveness of this Assignment, Assignee shall be the sole member of the Company and shall be entitled to all rights, benefits, and privileges appurtenant to the Membership Interests, including, without limitation: (a) all rights to receive distributions from the Company, whether in cash, property, or otherwise; (b) all allocations of profits, losses, gains, deductions, and credits of the Company; (c) all voting, consent, and governance rights associated with the Membership Interests; (d) all rights to inspect the books and records of the Company; and (e) all other rights, benefits, and privileges of a member of the Company under the limited liability company agreement of the Company, the DLLCA, and applicable law.
1.4 Free and Clear. This assignment is made free and clear of all liens, claims, encumbrances, pledges, security interests, charges, mortgages, options, preemptive rights, rights of first refusal, rights of first offer, equities, adverse claims, and restrictions of any kind or nature whatsoever (collectively, "Encumbrances"), other than (a) restrictions on transfer arising under applicable federal and state securities laws and (b) any Encumbrances that will be released at or prior to the Closing pursuant to the terms of the MIPA.
Section 2 — Consideration
2.1 Purchase Price. The assignment of the Membership Interests pursuant to this Assignment is made in consideration of the payment by Assignee to Assignor of the Purchase Price as set forth in, and calculated pursuant to, Article II of the MIPA. The Estimated Equity Purchase Price payable at the Closing is Four Hundred Eighteen Million Dollars ($418,000,000), which amount remains subject to post-closing adjustment as provided in Section 2.07 of the MIPA based upon the final determination of Closing Working Capital, Closing Cash, Closing Indebtedness, and Transaction Expenses (each as defined in the MIPA).
2.2 Receipt of Consideration. Assignor hereby acknowledges receipt, or concurrent receipt at the Closing, of the applicable portion of the Purchase Price in accordance with the funds flow memorandum and wire transfer instructions contemplated by the MIPA and the related closing deliverables. Without limiting the generality of the foregoing, Assignor acknowledges that an amount equal to Seventy-Two Million Dollars ($72,000,000) of the Estimated Equity Purchase Price has been deposited in escrow with Granite Trust Company, N.A., as escrow agent (escrow account reference number GT-ESC-2024-11150048), pursuant to that certain Escrow Agreement, dated as of the Closing Date, by and among Assignor, Assignee, and Granite Trust Company, N.A. (the "Escrow Agreement"), to be held and disbursed in accordance with the terms thereof.
Section 3 — Representations and Warranties of Assignor
Assignor hereby represents and warrants to Assignee as follows:
3.1 Authority. Assignor is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. Assignor has full corporate power and authority to execute, deliver, and perform its obligations under this Assignment and to consummate the transactions contemplated hereby, including the assignment and transfer of the Membership Interests to Assignee.
3.2 Ownership. Assignor is the sole member and the record and beneficial owner of one hundred percent (100%) of the Membership Interests in the Company. The Membership Interests are owned by Assignor free and clear of all Encumbrances, other than (a) restrictions on transfer arising under applicable federal and state securities laws and (b) restrictions, if any, set forth in the Company's limited liability company agreement that are being waived or otherwise satisfied in connection with this Assignment. No other person or entity has any right, title, or interest in or to the Membership Interests, or any portion thereof.
3.3 Due Authorization; Enforceability. The execution, delivery, and performance of this Assignment by Assignor has been duly authorized by all necessary corporate action on the part of Assignor, including the approval of the board of directors of Assignor pursuant to resolutions duly adopted at a meeting held on July 17, 2024, and no further corporate action on the part of Assignor is required in connection herewith. This Assignment constitutes the legal, valid, and binding obligation of Assignor, enforceable against Assignor in accordance with its terms, subject to (a) applicable bankruptcy, insolvency, reorganization, moratorium, receivership, fraudulent conveyance, and other similar laws affecting the enforcement of creditors' rights generally and (b) general principles of equity, whether applied in a proceeding in equity or at law (collectively, the "Enforceability Exceptions").
3.4 No Conflicts. The execution, delivery, and performance of this Assignment by Assignor does not and will not (a) violate, conflict with, or result in a breach of any provision of Assignor's certificate of incorporation or bylaws, each as currently in effect; (b) violate, conflict with, or result in a breach of, or constitute a default (or an event that, with the giving of notice or lapse of time, or both, would constitute a default) under, any material contract, agreement, indenture, or instrument to which Assignor is a party or by which Assignor or any of its properties or assets is bound; or (c) violate any order, writ, injunction, decree, statute, rule, or regulation of any governmental authority applicable to Assignor.
3.5 No Other Interests. There are no outstanding options, warrants, rights, calls, commitments, conversion privileges, preemptive rights, rights of first refusal, rights of first offer, or agreements of any kind relating to the issuance, sale, purchase, redemption, or transfer of any membership interests, units, or other equity interests in the Company, other than as expressly contemplated by the MIPA and this Assignment. There are no outstanding or authorized equity appreciation, phantom equity, profit participation, or similar rights with respect to the Company.
Section 4 — Representations and Warranties of Assignee
Assignee hereby represents and warrants to Assignor as follows:
4.1 Authority. Assignee is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, having been incorporated on October 2, 2024 (Secretary of State file no. 6501982). Assignee has full corporate power and authority to execute, deliver, and perform its obligations under this Assignment and to consummate the transactions contemplated hereby, including the acceptance of the Membership Interests from Assignor.
4.2 Due Authorization; Enforceability. The execution, delivery, and performance of this Assignment by Assignee has been duly authorized by all necessary corporate action on the part of Assignee, and no further corporate action on the part of Assignee is required in connection herewith. This Assignment constitutes the legal, valid, and binding obligation of Assignee, enforceable against Assignee in accordance with its terms, subject to the Enforceability Exceptions.
Section 5 — Admission of Assignee as Sole Member
5.1 Withdrawal and Admission. As of the Closing Date and effective upon the execution and delivery of this Assignment by both Parties, Assignor is hereby withdrawn as a member of the Company, and Assignee is hereby admitted as the sole member of the Company. From and after the effectiveness of this Assignment, Assignor shall have no further rights, interests, or obligations as a member of the Company (except as otherwise provided in the MIPA with respect to indemnification, post-closing adjustments, and other surviving obligations).
5.2 Succession. Assignee shall succeed to all of the rights, duties, powers, and obligations of the sole member of the Company under the Company's limited liability company agreement, the DLLCA, and all applicable law. All references to the "member" or "sole member" in the Company's limited liability company agreement and related organizational documents shall, from and after the effectiveness of this Assignment, be deemed to refer to Assignee.
5.3 Amendment of Limited Liability Company Agreement. Assignee, in its capacity as the sole member of the Company, shall be entitled to amend, restate, supplement, or replace the limited liability company agreement of the Company as Assignee may determine in its sole and absolute discretion, effective as of the Closing Date or at any time thereafter, without the consent of any other person or entity.
Section 6 — Further Assurances
6.1 Each Party agrees, at its own expense (except as otherwise provided in the MIPA with respect to the allocation of Transaction Expenses), to execute and deliver, from time to time after the date hereof, such additional instruments, documents, certificates, and assurances, and to take such further actions, as may be reasonably necessary or desirable to carry out the purposes and intent of this Assignment and to vest in Assignee good, valid, and marketable title to the Membership Interests, free and clear of all Encumbrances (other than those described in Section 1.4 hereof).
6.2 Without limiting the generality of the foregoing, Assignor shall cooperate with Assignee, and shall use commercially reasonable efforts, in connection with: (a) the preparation and filing of any amendments to the Certificate of Formation of the Company with the Secretary of State of the State of Delaware to reflect the change in membership of the Company; (b) the preparation and filing of any amendments, updates, or new registrations required in other jurisdictions where the Company or any of its Subsidiaries are qualified or authorized to do business; (c) the transfer and updating of any books, records, registers, or ledgers of the Company to reflect Assignee as the sole member; and (d) such other filings, notifications, or registrations with governmental authorities or third parties as may be required or advisable to effectuate the transactions contemplated by this Assignment and the MIPA.
Section 7 — Relationship to the MIPA
7.1 Delivery Pursuant to MIPA. This Assignment is delivered pursuant to and in accordance with the MIPA, is one of the closing deliverables contemplated by Section 2.06 thereof, and is subject in all respects to the terms, conditions, representations, warranties, covenants, and agreements contained in the MIPA.
7.2 No Modification of MIPA. Nothing in this Assignment shall be deemed to modify, supersede, amend, expand, limit, or otherwise affect any of the representations, warranties, covenants, indemnities, agreements, or obligations of any party set forth in the MIPA. The representations and warranties set forth in Section 3 and Section 4 of this Assignment are made solely for purposes of this Assignment and are in addition to, and not in limitation or modification of, the representations and warranties set forth in the MIPA.
7.3 Conflicts. In the event of any conflict, inconsistency, or ambiguity between the terms of this Assignment and the terms of the MIPA, the terms of the MIPA shall control, govern, and prevail in all respects.
7.4 Indemnification. The indemnification provisions set forth in Article IX of the MIPA, including without limitation: (a) the aggregate indemnification cap of Seventy-Two Million Dollars ($72,000,000); (b) the deductible basket of Four Million Eight Hundred Thousand Dollars ($4,800,000); (c) the general survival period of eighteen (18) months from the Closing Date, expiring on May 15, 2026; (d) the survival period applicable to Fundamental Representations of thirty-six (36) months from the Closing Date, expiring on November 15, 2027; and (e) all other limitations, exclusions, procedures, and conditions set forth therein, shall remain in full force and effect, are expressly incorporated herein by reference, and shall govern any claims for indemnification arising in connection with or related to this Assignment, the MIPA, or the transactions contemplated hereby or thereby.
Section 8 — Governing Law
This Assignment and all claims, controversies, and disputes arising out of or relating to this Assignment, whether sounding in contract, tort, statute, or otherwise, shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Delaware, without giving effect to any choice-of-law or conflict-of-law rules, provisions, or principles (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any other jurisdiction.
Section 9 — Jurisdiction and Venue
9.1 The Parties hereby irrevocably submit to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction, the Superior Court of the State of Delaware, or the United States District Court for the District of Delaware) in connection with any action, suit, or proceeding arising out of or relating to this Assignment, and each Party agrees not to commence any such action, suit, or proceeding except in such courts. The provisions regarding exclusive jurisdiction and venue set forth in Section 11.06 of the MIPA are incorporated herein by reference and shall apply to this Assignment mutatis mutandis.
9.2 Each Party hereby irrevocably waives, and agrees not to assert by way of motion, defense, or otherwise, in any such action, suit, or proceeding: (a) any claim that it is not personally subject to the jurisdiction of the above-named courts; (b) any claim that such action, suit, or proceeding is brought in an inconvenient forum; and (c) any claim that the venue of such action, suit, or proceeding is improper.
Section 10 — Counterparts
This Assignment may be executed in two 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 a signature page of this Assignment by facsimile transmission or by electronic transmission in portable document format (.pdf) shall be effective as delivery of a manually executed counterpart of this Assignment. The words "execution," "signed," "signature," and words of similar import in this Assignment shall be deemed to include electronic signatures, which shall be of the same legal effect, validity, and enforceability as a manually executed signature, to the fullest extent permitted by applicable law, including the federal Electronic Signatures in Global and National Commerce Act, the Delaware Uniform Electronic Transactions Act, and any other applicable law.
Section 11 — Successors and Assigns
This Assignment shall be binding upon and shall inure to the benefit of the Parties and their respective successors, heirs, personal representatives, and permitted assigns. Neither Party may assign any of its rights or delegate any of its obligations under this Assignment without the prior written consent of the other Party, except that Assignee may assign its rights and obligations hereunder to any affiliate of Assignee without the consent of Assignor, provided that no such assignment shall relieve Assignee of its obligations hereunder.
Section 12 — Amendments
This Assignment may not be amended, modified, restated, or supplemented in any respect except by a written instrument duly executed by both Assignor and Assignee. No waiver of any provision of this Assignment shall be effective unless set forth in a written instrument signed by the Party granting such waiver, and no such waiver shall constitute a waiver of any other provision of this Assignment or a continuing waiver of the provision so waived.
Section 13 — Entire Agreement
This Assignment, together with the MIPA and the other transaction documents referred to therein (including the Escrow Agreement, the Transition Services Agreement, and each other ancillary agreement delivered in connection with the Closing), constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, agreements, representations, warranties, understandings, and communications, both written and oral, between the Parties with respect to the subject matter hereof.
[Remainder of page intentionally left blank. Signature pages follow.]
SIGNATURE PAGE TO ASSIGNMENT OF MEMBERSHIP INTERESTS
IN WITNESS WHEREOF, the Parties have executed this Assignment of Membership Interests as of the date first written above.
ASSIGNOR:
AURELIUS MEDIA HOLDINGS INC.
By: ________
Name: Catherine M. Whitford
Title: Executive Vice President and General Counsel
Date: November 15, 2024
SIGNATURE PAGE TO ASSIGNMENT OF MEMBERSHIP INTERESTS
ASSIGNEE:
RIDGELINE PUBLISHING ACQUISITION CORP.
By: ________
Name: David R. Alcott
Title: President and Chief Executive Officer
Date: November 15, 2024
ACKNOWLEDGMENT AND CONSENT OF THE COMPANY
The undersigned, Meridian Press Holdings LLC, a Delaware limited liability company (the "Company"), hereby acknowledges that it has received notice of the foregoing Assignment of Membership Interests, dated as of November 15, 2024, between Aurelius Media Holdings Inc., as Assignor, and Ridgeline Publishing Acquisition Corp., as Assignee. The Company hereby consents to the assignment and transfer of the Membership Interests from Assignor to Assignee and to the admission of Assignee as the sole member of the Company, effective as of the Closing Date, in accordance with the terms of this Assignment, the MIPA, and the Company's limited liability company agreement.
The Company further acknowledges that, as of the Closing Date, Assignee has been admitted as the sole member of the Company, and Assignor has been withdrawn as a member of the Company. The Company agrees to update its books, records, and registers to reflect the foregoing.
MERIDIAN PRESS HOLDINGS LLC
By: ________
Name: Jonathan Kessler
Title: President
Date: November 15, 2024
EXHIBIT A
DESCRIPTION OF MEMBERSHIP INTERESTS
The following sets forth a description of the Membership Interests being assigned, transferred, conveyed, and delivered pursuant to this Assignment of Membership Interests, dated as of November 15, 2024:
Company:
Membership Interests Assigned:
Subsidiaries:
The Company directly or indirectly owns all of the issued and outstanding equity interests in each of the following subsidiaries:
The assignment of the Membership Interests in the Company effectuates the indirect transfer of all of the Company's equity interests in each of the foregoing Subsidiaries. No separate assignment or transfer instrument is required with respect to the Subsidiaries by reason of the Company's direct or indirect ownership of the equity interests therein.
Item | Description
Name | Meridian Press Holdings LLC
Jurisdiction of Formation | State of Delaware
Entity Type | Limited Liability Company
Delaware File Number | 4521889
Registered Agent | Fenmore Health IT Statutory Agent, 251 Little Falls Drive, Wilmington, Delaware 19808
Principal Office | 1180 Avenue of the Americas, 22nd Floor, New York, New York 10036
Item | Description
Percentage Assigned | 100% of the issued and outstanding membership interests
Sole Member (Pre-Assignment) | Aurelius Media Holdings Inc., a Delaware corporation (Secretary of State file no. 5987324)
Sole Member (Post-Assignment) | Ridgeline Publishing Acquisition Corp., a Delaware corporation (Secretary of State file no. 6501982)
Subsidiary | Jurisdiction | Entity Type | File / Registration Number
Meridian Distribution Services Inc. | Delaware | Corporation | 4736201
Bellweather Academic Press Inc. | Delaware | Corporation | 4801133
Foxglove Media LLC | New York | Limited Liability Company | N/A
Meridian Press Canada ULC | British Columbia, Canada | Unlimited Liability Company | N/A

ASSIGNMENT OF MEMBERSHIP INTERESTS

RECITALS

WHEREAS:

SIGNATURE PAGE TO ASSIGNMENT OF MEMBERSHIP INTERESTS

ASSIGNOR:

AURELIUS MEDIA HOLDINGS INC.

SIGNATURE PAGE TO ASSIGNMENT OF MEMBERSHIP INTERESTS

ASSIGNEE:

RIDGELINE PUBLISHING ACQUISITION CORP.

ACKNOWLEDGMENT AND CONSENT OF THE COMPANY

MERIDIAN PRESS HOLDINGS LLC

EXHIBIT A

DESCRIPTION OF MEMBERSHIP INTERESTS

Record

Parties

Dates

Amounts