[sheet: Cover]

Field	Value
Document Title	Funds Flow Memorandum
Transaction	Sale of 100% of the Membership Interests in Meridian Press Holdings LLC
Governing Agreement	Membership Interest Purchase Agreement dated July 19, 2024 (the "MIPA")
Seller	Aurelius Media Holdings Inc. (Delaware corporation, file no. 5987324)
Buyer	Ridgeline Publishing Acquisition Corp. (Delaware corporation, file no. 6501982)
Target	Meridian Press Holdings LLC (Delaware LLC, file no. 4521889)
Equity Sponsor	Pinnacle Ridge Capital Partners Fund IV, L.P. (Delaware LP, file no. 6234577)
Closing Date	November 15, 2024
Enterprise Value	$480,000,000
Estimated Equity Purchase Price	$418,000,000
Prepared By	Calderwood & Harkness LLP (Matter No. 1043-00002)
Responsible Partner	Beatrice Holloway
Lead Associate	Megan Chu
Distribution	CONFIDENTIAL — For Closing Parties Only
Status	Final — November 15, 2024

[sheet: Equity Purchase Price]

Line Item	Amount ($)	Notes
Enterprise Value	$480,000,000	Fixed deal value per MIPA
Less: Estimated Closing Indebtedness	($62,500,000)	See breakdown below
Intercompany Promissory Note (Aurelius Media Holdings Inc.)	($50,000,000)	To be repaid at Closing — see Wire No. 3
Capital Lease Obligations	($12,500,000)	Retained by Target; rolled over at Closing
Plus: Estimated Closing Cash	$8,200,000	Cash on MPH balance sheet at Closing
Less: Estimated Target Transaction Expenses	($4,700,000)	Payable at Closing — see Wire No. 4
Less: Estimated Net Working Capital Shortfall	($3,000,000)	Estimated NWC of $142,000,000 vs. NWC Target (Peg) of $145,000,000
Estimated Equity Purchase Price	$418,000,000	= $480M − $62.5M + $8.2M − $4.7M − $3.0M
Less: Escrow Amount	($72,000,000)	15% × $480,000,000 EV; deposited with Granite Trust Company, N.A.
Net Cash to Seller at Closing	$346,000,000	= $418,000,000 − $72,000,000
Note: Post-Closing True-Up	Buyer to deliver final closing statement within 90 calendar days of Closing (deadline: February 13, 2025). Disputes resolved by Kensington Forensic Advisors LLP as neutral accountant.

[sheet: Sources of Funds]

Source No.	Source	Provider / Entity	Amount ($)	Notes
1	Buyer Equity Contribution	Pinnacle Ridge Capital Partners Fund IV, L.P.	$240,000,000	Equity commitment per Equity Commitment Letter; approximately 50% of enterprise value; wired to Ridgeline Publishing Acquisition Corp. closing account
2	Term Loan B Proceeds	Clearwater National Bank, N.A. (as Administrative Agent and Lead Arranger); Trident Capital Finance LLC (as Co-Lender)	$200,000,000	Senior secured term loan; 7-year maturity; SOFR + 425 bps; per Debt Commitment Letter dated July 19, 2024; Clearwater NB as Administrative Agent, Lead Arranger, and Bookrunner; financing counsel: Amberley & Kincaid LLP (Martin Cho)
3	Target Cash on Balance Sheet	Meridian Press Holdings LLC	$8,200,000	Estimated cash of Target at Closing; remains with MPH post-closing
TOTAL SOURCES	$448,200,000
Memo: Revolving Credit Facility	Clearwater National Bank, N.A.	$60,000,000	5-year maturity; SOFR + 375 bps; available but UNDRAWN at Closing — not a source
Memo: Capital Lease Obligations (Retained)	Various lessors	$12,500,000	Assumed / retained by Target; not a cash source or use at Closing

[sheet: Uses of Funds]

Use No.	Use	Recipient / Entity	Amount ($)	Notes
1	Net Cash Payment to Seller	Aurelius Media Holdings Inc.	$346,000,000	Estimated Equity Purchase Price ($418,000,000) less Escrow Amount ($72,000,000); wired per Seller wire instructions — see Wire Instructions sheet
2	Escrow Deposit	Granite Trust Company, N.A. (Escrow Agent)	$72,000,000	15% of Enterprise Value ($480,000,000 × 0.15); Escrow Account Ref: GT-ESC-2024-11150048; Trust Officer: Margaret Huang; to secure Seller's indemnification obligations under Article [X] of the MIPA
3	Repayment of Intercompany Promissory Note	Aurelius Media Holdings Inc.	$50,000,000	Payoff of intercompany note between MPH (maker) and Aurelius Media Holdings Inc. (payee); per Payoff Letter dated November 15, 2024; lien release delivered concurrently
4	Estimated Target Transaction Expenses	Various (see detail below)	$4,700,000	Transaction expenses of Meridian Press Holdings LLC payable at Closing per MIPA
TOTAL CASH USES	$472,700,000
Memo: Capital Lease Obligations (Retained/Rolled Over)	Various lessors	$12,500,000	Not a cash disbursement — obligations remain with Target post-Closing
Memo: Target Cash Retained by Target	Meridian Press Holdings LLC	$8,200,000	Remains on MPH balance sheet; not disbursed

[sheet: Sources & Uses Reconciliation]

Line	Sources ($)	Uses ($)
Buyer Equity Contribution (PRCP IV)	$240,000,000
Term Loan B (Clearwater National Bank / Trident Capital Finance)	$200,000,000
Target Cash (on MPH balance sheet)	$8,200,000
Rollover of Capital Lease Obligations	$12,500,000
Net Cash Payment to Seller (Aurelius Media Holdings Inc.)	$346,000,000
Escrow Deposit (Granite Trust Company, N.A.)	$72,000,000
Repayment of Intercompany Note (Aurelius Media Holdings Inc.)	$50,000,000
Estimated Target Transaction Expenses	$4,700,000
Capital Lease Obligations (Retained by Target)	$12,500,000
Target Cash Retained by Target (netted in equity value calc)	$8,200,000
Excess / (Shortfall) applied to Buyer working capital	$5,300,000	$5,300,000
TOTAL	$465,700,000 (net of adjustments)	$465,700,000 (net of adjustments)
Check: Sources = Uses	BALANCED

[sheet: Wire Transfer Schedule]

Wire No.	Sequence / Priority	Payor / Sending Entity	Sending Bank	Payee / Recipient	Purpose	Amount ($)	Wire Instruction Ref	Timing / Conditions
1	1	Pinnacle Ridge Capital Partners Fund IV, L.P.	Account of PRCP IV at designated fund administrator	Ridgeline Publishing Acquisition Corp. (Buyer Closing Account)	Equity contribution to Buyer	$240,000,000	See Wire Instructions — Tab A	To be received by 10:00 AM ET on November 15, 2024; prerequisite for all subsequent wires
2	2	Clearwater National Bank, N.A. (as Administrative Agent)	Clearwater National Bank, N.A., 270 Park Avenue, New York, NY 10017	Ridgeline Publishing Acquisition Corp. (Buyer Closing Account)	Term Loan B funding	$200,000,000	See Wire Instructions — Tab B	To be received by 10:00 AM ET on November 15, 2024; concurrent with equity contribution; per Credit Agreement and Debt Commitment Letter dated July 19, 2024
3	3	Ridgeline Publishing Acquisition Corp.	Buyer Closing Account	Aurelius Media Holdings Inc.	Net cash purchase price payment to Seller	$346,000,000	See Wire Instructions — Tab C	Released upon confirmation of receipt of Wires 1 and 2; all closing deliverables in escrow with counsel
4	3	Ridgeline Publishing Acquisition Corp.	Buyer Closing Account	Granite Trust Company, N.A.	Escrow deposit per Escrow Agreement	$72,000,000	See Wire Instructions — Tab D (Account: GT-ESC-2024-11150048; Trust Officer: Margaret Huang; 100 Federal Street, Boston, MA 02110)	Released concurrently with Wire 3; per Escrow Agreement dated November 15, 2024
5	3	Ridgeline Publishing Acquisition Corp.	Buyer Closing Account	Aurelius Media Holdings Inc.	Repayment of intercompany promissory note ($50,000,000 principal)	$50,000,000	See Wire Instructions — Tab E	Per Payoff Letter dated November 15, 2024; lien release to be delivered concurrently upon receipt of funds
6	4	Ridgeline Publishing Acquisition Corp. (or Meridian Press Holdings LLC)	Buyer Closing Account / MPH Operating Account	Various payees (see Transaction Expenses detail)	Payment of estimated Target transaction expenses	$4,700,000	See Wire Instructions — Tab F (multiple sub-wires)	Released after Wires 3–5; individual payees and amounts per Transaction Expense Schedule

[sheet: Cover]
Field | Value
Document Title | Funds Flow Memorandum
Transaction | Sale of 100% of the Membership Interests in Meridian Press Holdings LLC
Governing Agreement | Membership Interest Purchase Agreement dated July 19, 2024 (the "MIPA")
Seller | Aurelius Media Holdings Inc. (Delaware corporation, file no. 5987324)
Buyer | Ridgeline Publishing Acquisition Corp. (Delaware corporation, file no. 6501982)
Target | Meridian Press Holdings LLC (Delaware LLC, file no. 4521889)
Equity Sponsor | Pinnacle Ridge Capital Partners Fund IV, L.P. (Delaware LP, file no. 6234577)
Closing Date | November 15, 2024
Enterprise Value | $480,000,000
Estimated Equity Purchase Price | $418,000,000
Prepared By | Calderwood & Harkness LLP (Matter No. 1043-00002)
Responsible Partner | Beatrice Holloway
Lead Associate | Megan Chu
Distribution | CONFIDENTIAL — For Closing Parties Only
Status | Final — November 15, 2024
[sheet: Equity Purchase Price]
Line Item | Amount ($) | Notes
Enterprise Value | $480,000,000 | Fixed deal value per MIPA
Less: Estimated Closing Indebtedness | ($62,500,000) | See breakdown below
   Intercompany Promissory Note (Aurelius Media Holdings Inc.) | ($50,000,000) | To be repaid at Closing — see Wire No. 3
   Capital Lease Obligations | ($12,500,000) | Retained by Target; rolled over at Closing
Plus: Estimated Closing Cash | $8,200,000 | Cash on MPH balance sheet at Closing
Less: Estimated Target Transaction Expenses | ($4,700,000) | Payable at Closing — see Wire No. 4
Less: Estimated Net Working Capital Shortfall | ($3,000,000) | Estimated NWC of $142,000,000 vs. NWC Target (Peg) of $145,000,000
Estimated Equity Purchase Price | $418,000,000 | = $480M − $62.5M + $8.2M − $4.7M − $3.0M
Less: Escrow Amount | ($72,000,000) | 15% × $480,000,000 EV; deposited with Granite Trust Company, N.A.
Net Cash to Seller at Closing | $346,000,000 | = $418,000,000 − $72,000,000
Note: Post-Closing True-Up | Buyer to deliver final closing statement within 90 calendar days of Closing (deadline: February 13, 2025). Disputes resolved by Kensington Forensic Advisors LLP as neutral accountant.
[sheet: Sources of Funds]
Source No. | Source | Provider / Entity | Amount ($) | Notes
1 | Buyer Equity Contribution | Pinnacle Ridge Capital Partners Fund IV, L.P. | $240,000,000 | Equity commitment per Equity Commitment Letter; approximately 50% of enterprise value; wired to Ridgeline Publishing Acquisition Corp. closing account
2 | Term Loan B Proceeds | Clearwater National Bank, N.A. (as Administrative Agent and Lead Arranger); Trident Capital Finance LLC (as Co-Lender) | $200,000,000 | Senior secured term loan; 7-year maturity; SOFR + 425 bps; per Debt Commitment Letter dated July 19, 2024; Clearwater NB as Administrative Agent, Lead Arranger, and Bookrunner; financing counsel: Amberley & Kincaid LLP (Martin Cho)
3 | Target Cash on Balance Sheet | Meridian Press Holdings LLC | $8,200,000 | Estimated cash of Target at Closing; remains with MPH post-closing
TOTAL SOURCES | $448,200,000
Memo: Revolving Credit Facility | Clearwater National Bank, N.A. | $60,000,000 | 5-year maturity; SOFR + 375 bps; available but UNDRAWN at Closing — not a source
Memo: Capital Lease Obligations (Retained) | Various lessors | $12,500,000 | Assumed / retained by Target; not a cash source or use at Closing
[sheet: Uses of Funds]
Use No. | Use | Recipient / Entity | Amount ($) | Notes
1 | Net Cash Payment to Seller | Aurelius Media Holdings Inc. | $346,000,000 | Estimated Equity Purchase Price ($418,000,000) less Escrow Amount ($72,000,000); wired per Seller wire instructions — see Wire Instructions sheet
2 | Escrow Deposit | Granite Trust Company, N.A. (Escrow Agent) | $72,000,000 | 15% of Enterprise Value ($480,000,000 × 0.15); Escrow Account Ref: GT-ESC-2024-11150048; Trust Officer: Margaret Huang; to secure Seller's indemnification obligations under Article [X] of the MIPA
3 | Repayment of Intercompany Promissory Note | Aurelius Media Holdings Inc. | $50,000,000 | Payoff of intercompany note between MPH (maker) and Aurelius Media Holdings Inc. (payee); per Payoff Letter dated November 15, 2024; lien release delivered concurrently
4 | Estimated Target Transaction Expenses | Various (see detail below) | $4,700,000 | Transaction expenses of Meridian Press Holdings LLC payable at Closing per MIPA
TOTAL CASH USES | $472,700,000
Memo: Capital Lease Obligations (Retained/Rolled Over) | Various lessors | $12,500,000 | Not a cash disbursement — obligations remain with Target post-Closing
Memo: Target Cash Retained by Target | Meridian Press Holdings LLC | $8,200,000 | Remains on MPH balance sheet; not disbursed
[sheet: Sources & Uses Reconciliation]
Line | Sources ($) | Uses ($)
Buyer Equity Contribution (PRCP IV) | $240,000,000
Term Loan B (Clearwater National Bank / Trident Capital Finance) | $200,000,000
Target Cash (on MPH balance sheet) | $8,200,000
Rollover of Capital Lease Obligations | $12,500,000
Net Cash Payment to Seller (Aurelius Media Holdings Inc.) | $346,000,000
Escrow Deposit (Granite Trust Company, N.A.) | $72,000,000
Repayment of Intercompany Note (Aurelius Media Holdings Inc.) | $50,000,000
Estimated Target Transaction Expenses | $4,700,000
Capital Lease Obligations (Retained by Target) | $12,500,000
Target Cash Retained by Target (netted in equity value calc) | $8,200,000
Excess / (Shortfall) applied to Buyer working capital | $5,300,000 | $5,300,000
TOTAL | $465,700,000 (net of adjustments) | $465,700,000 (net of adjustments)
Check: Sources = Uses | BALANCED
[sheet: Wire Transfer Schedule]
Wire No. | Sequence / Priority | Payor / Sending Entity | Sending Bank | Payee / Recipient | Purpose | Amount ($) | Wire Instruction Ref | Timing / Conditions
1 | 1 | Pinnacle Ridge Capital Partners Fund IV, L.P. | Account of PRCP IV at designated fund administrator | Ridgeline Publishing Acquisition Corp. (Buyer Closing Account) | Equity contribution to Buyer | $240,000,000 | See Wire Instructions — Tab A | To be received by 10:00 AM ET on November 15, 2024; prerequisite for all subsequent wires
2 | 2 | Clearwater National Bank, N.A. (as Administrative Agent) | Clearwater National Bank, N.A., 270 Park Avenue, New York, NY 10017 | Ridgeline Publishing Acquisition Corp. (Buyer Closing Account) | Term Loan B funding | $200,000,000 | See Wire Instructions — Tab B | To be received by 10:00 AM ET on November 15, 2024; concurrent with equity contribution; per Credit Agreement and Debt Commitment Letter dated July 19, 2024
3 | 3 | Ridgeline Publishing Acquisition Corp. | Buyer Closing Account | Aurelius Media Holdings Inc. | Net cash purchase price payment to Seller | $346,000,000 | See Wire Instructions — Tab C | Released upon confirmation of receipt of Wires 1 and 2; all closing deliverables in escrow with counsel
4 | 3 | Ridgeline Publishing Acquisition Corp. | Buyer Closing Account | Granite Trust Company, N.A. | Escrow deposit per Escrow Agreement | $72,000,000 | See Wire Instructions — Tab D (Account: GT-ESC-2024-11150048; Trust Officer: Margaret Huang; 100 Federal Street, Boston, MA 02110) | Released concurrently with Wire 3; per Escrow Agreement dated November 15, 2024
5 | 3 | Ridgeline Publishing Acquisition Corp. | Buyer Closing Account | Aurelius Media Holdings Inc. | Repayment of intercompany promissory note ($50,000,000 principal) | $50,000,000 | See Wire Instructions — Tab E | Per Payoff Letter dated November 15, 2024; lien release to be delivered concurrently upon receipt of funds
6 | 4 | Ridgeline Publishing Acquisition Corp. (or Meridian Press Holdings LLC) | Buyer Closing Account / MPH Operating Account | Various payees (see Transaction Expenses detail) | Payment of estimated Target transaction expenses | $4,700,000 | See Wire Instructions — Tab F (multiple sub-wires) | Released after Wires 3–5; individual payees and amounts per Transaction Expense Schedule

[sheet: Cover]

Record

Parties

Dates

Amounts