1017-00006 · Aurelius Global Media Group · Closing

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AURELIUS MEDIA HOLDINGS INC. c/o Crowne Albany Corporation 1209 Orange Street Wilmington, Delaware 19801

November 15, 2024

Ridgeline Publishing Acquisition Corp. c/o Crowne Albany Corporation 1209 Orange Street Wilmington, Delaware 19801

Attention: Authorized Officer

With a copy to:

Pinnacle Ridge Capital Management LLC 600 Lexington Avenue, 38th Floor New York, New York 10022

Attention: Victor Stanhope, Managing Partner

Rachel Osei-Mensah, Partner, Media & Communications Nathaniel Griggs, Principal

With a copy to:

Hathaway, Locke & Barnett LLP 51 West 52nd Street New York, New York 10019

Attention: Graham Ashworth

Re: Payoff Letter and Lien Release — Intercompany Promissory Note

Reference is made to that certain Membership Interest Purchase Agreement, dated as of July 19, 2024 (as amended, supplemented, or otherwise modified from time to time, the "MIPA"), by and among Aurelius Media Holdings Inc., a Delaware corporation (Secretary of State file no. 5987324) (the "Seller" or the "Payee"), Ridgeline Publishing Acquisition Corp., a Delaware corporation (Secretary of State file no. 6501982) (the "Buyer"), and, solely for purposes of certain provisions thereof, Aurelius Global Media Group PLC, a public limited company organized under the laws of England and Wales (Companies House No. 08431276), and Pinnacle Ridge Capital Partners Fund IV, L.P., a Delaware limited partnership (Secretary of State file no. 6234577). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the MIPA.

Section 1. Recitals

A. Aurelius Media Holdings Inc., in its capacity as Payee, is the sole holder and payee of that certain Intercompany Promissory Note (the "Note"), originally issued on or about March 12, 2021, by Meridian Press Holdings LLC, a Delaware limited liability company (Secretary of State file no. 4521889) (the "Maker" or the "Company"), in favor of Aurelius Media Holdings Inc., in the original principal amount of Fifty Million Dollars ($50,000,000.00). A true and complete copy of the Note is attached hereto as Exhibit A.

B. The Note constitutes Closing Indebtedness of the Company within the meaning of the MIPA, and is required to be repaid in full at or prior to the Closing pursuant to Section 2.3(a)(iii) of the MIPA and the terms and conditions set forth therein.

C. In connection with the Note, Aurelius Media Holdings Inc. may hold certain liens, security interests, pledges, mortgages, charges, or other encumbrances of any kind or nature whatsoever (collectively, the "Liens") on the assets, properties, and rights of the Company and its direct and indirect subsidiaries, including, without limitation: (i) Meridian Distribution Services Inc., a Delaware corporation (Secretary of State file no. 4736201); (ii) Bellweather Academic Press Inc., a Delaware corporation (Secretary of State file no. 4801133); (iii) Foxglove Media LLC, a New York limited liability company; and (iv) Meridian Press Canada ULC, an unlimited liability company organized under the laws of British Columbia (collectively, the "Subsidiaries", and together with the Company, the "Company Group").

D. The Closing of the transactions contemplated by the MIPA is occurring on the date hereof, November 15, 2024 (the "Closing Date"), and this Payoff Letter is being delivered in connection therewith as a closing deliverable required to be furnished by the Seller pursuant to Section 7.2(e) of the MIPA.

E. As set forth in the Estimated Closing Statement delivered by the Seller to the Buyer on November 8, 2024, the estimated Closing Indebtedness of the Company is $62,500,000.00, consisting of (i) the outstanding principal balance of the Note in the amount of $50,000,000.00, and (ii) $12,500,000.00 in capital lease obligations of the Company and the Subsidiaries, in each case as more particularly described therein.

Section 2. Payoff Amount

2.1. The total outstanding principal amount of the Note as of the date hereof is $50,000,000.00 (Fifty Million and 00/100 Dollars).

2.2. Accrued and unpaid interest through and including November 15, 2024 is $0.00. By way of explanation, the Note bears interest at a rate of zero percent (0.0%) per annum, as is customary for intercompany promissory notes issued between affiliates within a consolidated group. All prior intercompany balances, including any amounts that may have accrued as notional interest for transfer pricing or tax allocation purposes, have been fully settled, reconciled, and extinguished through intercompany accounting entries as of the date hereof in the ordinary course of business consistent with the Company Group's historical intercompany settlement practices.

2.3. Other fees, costs, prepayment premiums, breakage amounts, make-whole amounts, penalties, expenses, or other charges of any kind due under or in connection with the Note: $0.00.

2.4. The total payoff amount required to satisfy all obligations under the Note in full is therefore:

(the "Payoff Amount").

2.5. The Payoff Amount is calculated as of the Closing Date (November 15, 2024) and is good for same-day payment on November 15, 2024 only. If the Payoff Amount is not received in full by the Payee in immediately available funds on November 15, 2024, the Payee hereby expressly reserves the right to recalculate and adjust the Payoff Amount to include any additional interest, fees, or other amounts that may accrue under the Note or applicable law after such date, and this Payoff Letter shall be deemed void and of no further force or effect unless the Payee delivers a replacement payoff letter setting forth a revised Payoff Amount.

2.6. The Payee hereby confirms that the Payoff Amount represents the entirety of all amounts owing under the Note and that, upon receipt by the Payee of the Payoff Amount in full in immediately available funds on the Closing Date, no other amounts are or will be due and payable by the Maker to the Payee under or in connection with the Note. Without limiting the generality of the foregoing, no amounts shall be due from the Maker, the Company, or any member of the Company Group to the Payee in respect of accrued interest, default interest, late charges, commitment fees, facility fees, administrative fees, legal fees, or any other charge or expense arising under or relating to the Note.

Section 3. Wire Transfer Instructions

3.1. Payment of the Payoff Amount shall be made by wire transfer of immediately available funds, denominated in United States Dollars, to the following account:

Bank Name: Greaves Bancorp ABA/Routing Number: [To be inserted per Funds Flow Memorandum] Account Name: Aurelius Media Holdings Inc. Account Number: [To be inserted per Funds Flow Memorandum] SWIFT Code (if applicable): [To be inserted per Funds Flow Memorandum] Reference: "Payoff — Intercompany Promissory Note — Meridian Press Holdings LLC — Closing Date November 15, 2024"

3.2. The wire transfer instructions set forth above are subject to confirmation and finalization in accordance with the funds flow memorandum (the "Funds Flow Memorandum") prepared by Calderwood & Harkness LLP, as counsel to the Seller, in connection with the Closing. In the event of any discrepancy between the wire instructions set forth herein and the wire instructions set forth in the final executed Funds Flow Memorandum, the Funds Flow Memorandum shall control. The Buyer and its counsel, Hathaway, Locke & Barnett LLP, shall confirm all wire instructions by telephone callback to the Payee's authorized representative prior to initiating any wire transfer.

3.3. For the avoidance of doubt, the Payoff Amount must be transmitted and received in United States Dollars. Any payment made in a currency other than United States Dollars shall not constitute satisfaction of the obligations under this Payoff Letter or the Note.

Section 4. Cancellation of Note Upon Receipt of Payment

4.1. Upon receipt by the Payee of the Payoff Amount in full in immediately available funds on the Closing Date:

(a) The Note shall be deemed paid in full and satisfied in its entirety, and all principal, interest (if any), and any other obligations of the Maker arising under or in connection with the Note shall be deemed fully and finally discharged.

(b) The Note shall be automatically cancelled and shall be of no further force or effect, without any further action being required by any party hereto. The cancellation of the Note shall be effective simultaneously with the receipt by the Payee of the Payoff Amount.

(c) The Payee shall, promptly following receipt of the Payoff Amount (and in any event within five (5) business days of the Closing Date), mark the original Note "PAID IN FULL" and "CANCELLED", with the date of such cancellation noted thereon, and shall deliver the original marked Note to the Buyer or the Company, or to their designated counsel, Hathaway, Locke & Barnett LLP, 51 West 52nd Street, New York, New York 10019, Attention: Graham Ashworth. Such delivery may be made by hand delivery, nationally recognized overnight courier service, or such other method as shall be mutually agreed upon by the parties.

(d) Effective upon the receipt of the Payoff Amount, the Maker shall have no further obligations of any kind or nature whatsoever to the Payee arising under or in connection with the Note, whether for principal, interest, fees, costs, expenses, indemnification, or otherwise, and the Payee hereby forever waives, releases, and discharges the Maker and each member of the Company Group from any and all claims, demands, actions, causes of action, or liabilities of any kind arising under or in connection with the Note.

Section 5. Release of Liens

5.1. Automatic Release. Effective automatically and without further action by any party upon receipt by the Payee of the Payoff Amount in full in immediately available funds on the Closing Date, Aurelius Media Holdings Inc., for itself and on behalf of its successors, assigns, and affiliates, hereby unconditionally and irrevocably releases, discharges, and terminates any and all Liens held by Aurelius Media Holdings Inc. or any of its affiliates on or against any and all assets, properties, and rights (whether real, personal, tangible, intangible, or mixed, and wherever located) of Meridian Press Holdings LLC and each of the Subsidiaries (including, without limitation, Meridian Distribution Services Inc., Bellweather Academic Press Inc., Foxglove Media LLC, and Meridian Press Canada ULC), in each case to the extent such Liens arise out of, relate to, or are in connection with the Note, any security agreement, pledge agreement, guaranty, or other instrument or agreement executed in connection with the Note, or any obligations secured thereby.

5.2. Scope of Release. Without limiting the generality of Section 5.1, the release set forth herein shall cover and extend to all UCC financing statements (including initial financing statements and any continuation statements or amendments thereto), fixture filings, mortgages, deeds of trust, assignments of rents and leases, security agreements, pledge agreements, deposit account control agreements, securities account control agreements, intellectual property security agreements, notices of security interest filed with the United States Patent and Trademark Office or the United States Copyright Office, and any and all other instruments, agreements, or filings evidencing, securing, or perfecting such Liens, in each case to the extent arising out of, related to, or in connection with the Note. For the avoidance of doubt, Foxworth Daniels & Co. (Wilmington, Delaware) has conducted comprehensive UCC, tax lien, judgment lien, and title searches in connection with the transactions contemplated by the MIPA, and the lien release set forth herein is intended to cover and discharge all Liens identified in such searches to the extent attributable to the Note.

5.3. Affirmative Covenants. Aurelius Media Holdings Inc. hereby covenants and agrees to perform each of the following at its sole cost and expense:

(a) Execute and deliver any and all UCC-3 termination statements (in the form attached hereto as Exhibit B or in such other form as may be required by the applicable filing office), lien releases, mortgage satisfactions, mortgage discharges, assignments of mortgage, reconveyances, releases of deed of trust, or other instruments of release or termination reasonably necessary to evidence the release and termination of the Liens of record in all applicable jurisdictions.

(b) File, or cause to be filed, such UCC-3 termination statements with the Delaware Secretary of State, Division of Corporations, and any other applicable filing offices (including, without limitation, any county recording offices, the New York Department of State, or any applicable Canadian provincial personal property security registry) within ten (10) business days following the Closing Date.

(c) Cooperate fully and in good faith with the Buyer, the Company, and their respective counsel in connection with the removal, discharge, and termination of any Liens from the records of any governmental authority, filing office, registry, or other public office, including by providing such information, certifications, and documentation as may be reasonably requested.

(d) Execute, acknowledge, and deliver any additional documents, instruments, certificates, or agreements as may be reasonably requested by the Buyer or its counsel, Hathaway, Locke & Barnett LLP, to fully and finally effectuate the release and termination of all Liens, and to confirm and evidence such release and termination for the benefit of any title insurance company, lender, or other third party.

5.4. Power of Attorney. In the event that Aurelius Media Holdings Inc. fails to execute or file any UCC-3 termination statement or other lien release document within the time period specified in Section 5.3(b), the Buyer and the Company are hereby irrevocably authorized and empowered (such authorization being coupled with an interest) to execute and file such UCC-3 termination statements and lien release documents on behalf of and in the name of Aurelius Media Holdings Inc., and Aurelius Media Holdings Inc. hereby appoints the Buyer as its attorney-in-fact for such limited purpose.

Section 6. Representations and Warranties of Payee

Aurelius Media Holdings Inc. hereby represents and warrants to Ridgeline Publishing Acquisition Corp. as of the date hereof, November 15, 2024, as follows:

(a) Sole Holder. Aurelius Media Holdings Inc. is the sole legal and beneficial holder and owner of the Note and has full right, power, and authority to deliver this Payoff Letter, to accept the Payoff Amount, to cancel the Note, and to release and terminate the Liens. No other person or entity has any right, title, or interest in or to the Note or any portion thereof, and no consent of any other person or entity is required in connection with the execution and delivery of this Payoff Letter or the consummation of the transactions contemplated hereby.

(b) Complete Payoff. The Payoff Amount represents all amounts owing under the Note as of the Closing Date, including all principal, accrued and unpaid interest (if any), and all other fees, costs, premiums, penalties, charges, and expenses of whatever kind or nature. No other amounts, fees, penalties, prepayment premiums, breakage costs, make-whole amounts, or charges of any kind are due or will become due from the Maker, the Company, or any member of the Company Group to the Payee under or in connection with the Note upon receipt of the Payoff Amount.

(c) No Assignment or Transfer. The Note has not been sold, assigned, pledged, hypothecated, participated, transferred, or otherwise conveyed or encumbered to or in favor of any third party. Aurelius Media Holdings Inc. has not entered into any agreement, arrangement, or understanding pursuant to which any third party has acquired or may acquire any right, title, or interest in or to the Note or any portion of the obligations evidenced thereby.

(d) No Other Liens. Other than the Liens being released and terminated hereby, Aurelius Media Holdings Inc. does not hold, and no affiliate of Aurelius Media Holdings Inc. holds, any other liens, security interests, pledges, charges, mortgages, deeds of trust, or encumbrances of any kind on or against the assets, properties, or rights of the Company or any of the Subsidiaries arising under or in connection with the Note or any instrument or agreement executed in connection therewith.

(e) Due Authorization. This Payoff Letter has been duly authorized by all necessary corporate action on the part of Aurelius Media Holdings Inc., including, without limitation, approval by the Board of Directors of Aurelius Media Holdings Inc. pursuant to that certain unanimous written consent of the Board of Directors of Aurelius Media Holdings Inc. dated as of July 17, 2024, as supplemented by the officer's certificate of even date herewith, and the execution, delivery, and performance of this Payoff Letter by Aurelius Media Holdings Inc. does not and will not conflict with, violate, or result in a breach of any provision of the certificate of incorporation, bylaws, or other organizational documents of Aurelius Media Holdings Inc., or any applicable law, regulation, order, judgment, or decree binding upon Aurelius Media Holdings Inc.

Section 7. Irrevocability

7.1. This Payoff Letter and the release, discharge, and termination of the Note and the Liens set forth herein are irrevocable and shall not be subject to rescission, revocation, modification, or amendment by the Payee upon receipt of the Payoff Amount in full in immediately available funds. No course of dealing, delay, or failure to act on the part of any party shall operate as a waiver of, or otherwise affect, the irrevocable nature of this Payoff Letter.

7.2. The release set forth in Section 5 shall be binding upon Aurelius Media Holdings Inc. and its successors, assigns, affiliates, subsidiaries, parent companies, officers, directors, employees, agents, representatives, and any person or entity claiming through or under Aurelius Media Holdings Inc. The benefits of such release shall inure to the benefit of the Buyer, the Company, each member of the Company Group, and their respective successors and assigns.

Section 8. No Waiver of MIPA Obligations

8.1. Nothing contained in this Payoff Letter shall be deemed to limit, modify, amend, waive, or otherwise affect any rights, obligations, representations, warranties, covenants, conditions, or indemnification obligations of any party under the MIPA, or under any other transaction document, ancillary agreement, or instrument executed and delivered in connection with the Closing, including, without limitation, (i) that certain Escrow Agreement, dated as of the date hereof, by and among the Seller, the Buyer, and Hollowell Financial, as escrow agent, (ii) that certain Transition Services Agreement, dated as of the date hereof, by and between the Seller (and certain of its affiliates) and the Company, and (iii) that certain Section 338(h)(10) Election Agreement, dated as of the date hereof, by and between the Seller and the Buyer.

8.2. For the avoidance of doubt, the payment of the Payoff Amount and the cancellation of the Note shall not affect, alter, or otherwise modify the calculation of Closing Indebtedness under Section 2.4 of the MIPA, or the post-Closing true-up and adjustment of the Estimated Equity Purchase Price, including, without limitation, the net working capital adjustment set forth in Section 2.5 of the MIPA. The parties acknowledge and agree that the NWC Target is $145,000,000.00 and that the deadline for delivery of the Buyer's Closing Statement (including the final determination of Net Working Capital, Closing Indebtedness, Closing Cash, and Transaction Expenses) is ninety (90) days following the Closing Date (i.e., February 13, 2025). Any dispute regarding such amounts shall be resolved in accordance with the procedures set forth in Section 2.5(c) of the MIPA, and the payment of the Payoff Amount hereunder shall be without prejudice to any party's rights thereunder.

Section 9. Governing Law

This Payoff Letter shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice of law or conflict of laws rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. The governing law provision set forth in this Section 9 is consistent with and intended to be coextensive with the governing law provision set forth in Section 11.6 of the MIPA.

Section 10. Counterparts; Electronic Signatures

10.1. This Payoff Letter may be executed in two or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. It shall not be necessary that any single counterpart be executed by all parties hereto so long as each party executes at least one counterpart.

10.2. Delivery of an executed counterpart of this Payoff Letter by facsimile, electronic mail in portable document format (PDF), or other electronic transmission (including by means of DocuSign or other electronic signature platform) shall be effective as delivery of a manually executed original counterpart. Each party hereto agrees that the electronic signatures appearing on this Payoff Letter shall be treated, for all purposes, as original signatures, and that the electronic document bearing such signatures shall, for all purposes, be deemed to have the same legal effect as an original form document.

[Signature Pages Follow]

IN WITNESS WHEREOF, Aurelius Media Holdings Inc. has caused this Payoff Letter to be duly executed and delivered by its authorized officer as of the date first set forth above.

AURELIUS MEDIA HOLDINGS INC.

By: ________

Name: Priya Nandakumar

Title: Vice President and Authorized Officer

(Designated pursuant to Unanimous Written Consent of the Board of Directors dated July 17, 2024)

Acknowledgment and Agreement of Buyer

The undersigned hereby (i) acknowledges receipt of this Payoff Letter, (ii) agrees to cause the Payoff Amount of $50,000,000.00 to be paid in full by wire transfer of immediately available funds to the account designated herein (or as otherwise specified in the Funds Flow Memorandum) on the Closing Date, November 15, 2024, in accordance with the terms hereof and the Funds Flow Memorandum, and (iii) agrees to be bound by the terms and provisions hereof to the extent applicable to the Buyer.

RIDGELINE PUBLISHING ACQUISITION CORP.

By: ________

Name: ________

Title: ________

Date: November 15, 2024

EXHIBIT A

Copy of Intercompany Promissory Note

Attached hereto is a true and complete copy of that certain Intercompany Promissory Note in the original principal amount of $50,000,000.00, issued by Meridian Press Holdings LLC, a Delaware limited liability company (Secretary of State file no. 4521889), as Maker, in favor of Aurelius Media Holdings Inc., a Delaware corporation (Secretary of State file no. 5987324), as Payee.

The original Note shall be marked "PAID IN FULL" and "CANCELLED" by the Payee promptly following receipt of the Payoff Amount in full in immediately available funds on the Closing Date, in accordance with Section 4.1(c) of this Payoff Letter, and the original marked Note shall be delivered to the Buyer or the Company (or their designated counsel, Hathaway, Locke & Barnett LLP).

[Copy of Intercompany Promissory Note Attached Behind This Page]

EXHIBIT B

Form of UCC-3 Termination Statement

Set forth below is the form of UCC-3 Financing Statement Amendment (termination) to be filed with the Delaware Secretary of State, Division of Corporations, and any other applicable filing offices, to terminate any and all UCC financing statements filed in connection with the Note. Aurelius Media Holdings Inc. shall execute and file (or cause to be filed) such UCC-3 termination statement(s) within ten (10) business days following the Closing Date, in accordance with Section 5.3(b) of this Payoff Letter.

UCC FINANCING STATEMENT AMENDMENT (FORM UCC-3)

Filing Office: Delaware Secretary of State, Division of Corporations, John G. Townsend Building, 401 Federal Street, Suite 4, Dover, Delaware 19901

Amendment Type: Termination — This Financing Statement Amendment terminates the effectiveness of the Financing Statement identified below.

Initial Financing Statement File Number: [To be inserted — reference applicable UCC-1 filing number on file with the Delaware Secretary of State]

Date of Filing of Initial Financing Statement: [To be inserted]

Debtor (Exact Legal Name): Meridian Press Holdings LLC (Delaware Limited Liability Company, Secretary of State file no. 4521889) Registered Agent: Fenmore Health IT Statutory Agent 251 Little Falls Drive Wilmington, Delaware 19808

Mailing Address: c/o Aurelius Media Holdings Inc., 1209 Orange Street, Wilmington, Delaware 19801

Secured Party (Exact Legal Name): Aurelius Media Holdings Inc. (Delaware Corporation, Secretary of State file no. 5987324) c/o Crowne Albany Corporation 1209 Orange Street Wilmington, Delaware 19801

Amendment — Termination: The Secured Party of record authorizes this Amendment to terminate the above-referenced Financing Statement. The Secured Party hereby acknowledges that all obligations secured by the Financing Statement have been paid and satisfied in full as of November 15, 2024.

Note: Additional UCC-3 termination statements may be required to be filed with other jurisdictions (including, without limitation, the New York Department of State) to the extent UCC-1 financing statements were filed in such jurisdictions in connection with the Note. Aurelius Media Holdings Inc. shall execute and file all such additional termination statements in accordance with its obligations under Section 5.3 of this Payoff Letter. The form set forth above is illustrative and shall be completed and modified as necessary to comply with the requirements of the applicable filing office.

Component	Amount
Outstanding Principal	$50,000,000.00
Accrued and Unpaid Interest	$0.00
Other Fees, Costs, Premiums, Penalties, or Charges	$0.00
Total Payoff Amount	$50,000,000.00

AURELIUS MEDIA HOLDINGS INC. c/o Crowne Albany Corporation 1209 Orange Street Wilmington, Delaware 19801
November 15, 2024
Ridgeline Publishing Acquisition Corp. c/o Crowne Albany Corporation 1209 Orange Street Wilmington, Delaware 19801
Attention: Authorized Officer
With a copy to:
Pinnacle Ridge Capital Management LLC 600 Lexington Avenue, 38th Floor New York, New York 10022
Attention: Victor Stanhope, Managing Partner
Rachel Osei-Mensah, Partner, Media & Communications Nathaniel Griggs, Principal
With a copy to:
Hathaway, Locke & Barnett LLP 51 West 52nd Street New York, New York 10019
Attention: Graham Ashworth
Re: Payoff Letter and Lien Release — Intercompany Promissory Note
Reference is made to that certain Membership Interest Purchase Agreement, dated as of July 19, 2024 (as amended, supplemented, or otherwise modified from time to time, the "MIPA"), by and among Aurelius Media Holdings Inc., a Delaware corporation (Secretary of State file no. 5987324) (the "Seller" or the "Payee"), Ridgeline Publishing Acquisition Corp., a Delaware corporation (Secretary of State file no. 6501982) (the "Buyer"), and, solely for purposes of certain provisions thereof, Aurelius Global Media Group PLC, a public limited company organized under the laws of England and Wales (Companies House No. 08431276), and Pinnacle Ridge Capital Partners Fund IV, L.P., a Delaware limited partnership (Secretary of State file no. 6234577). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the MIPA.
Section 1. Recitals
A. Aurelius Media Holdings Inc., in its capacity as Payee, is the sole holder and payee of that certain Intercompany Promissory Note (the "Note"), originally issued on or about March 12, 2021, by Meridian Press Holdings LLC, a Delaware limited liability company (Secretary of State file no. 4521889) (the "Maker" or the "Company"), in favor of Aurelius Media Holdings Inc., in the original principal amount of Fifty Million Dollars ($50,000,000.00). A true and complete copy of the Note is attached hereto as Exhibit A.
B. The Note constitutes Closing Indebtedness of the Company within the meaning of the MIPA, and is required to be repaid in full at or prior to the Closing pursuant to Section 2.3(a)(iii) of the MIPA and the terms and conditions set forth therein.
C. In connection with the Note, Aurelius Media Holdings Inc. may hold certain liens, security interests, pledges, mortgages, charges, or other encumbrances of any kind or nature whatsoever (collectively, the "Liens") on the assets, properties, and rights of the Company and its direct and indirect subsidiaries, including, without limitation: (i) Meridian Distribution Services Inc., a Delaware corporation (Secretary of State file no. 4736201); (ii) Bellweather Academic Press Inc., a Delaware corporation (Secretary of State file no. 4801133); (iii) Foxglove Media LLC, a New York limited liability company; and (iv) Meridian Press Canada ULC, an unlimited liability company organized under the laws of British Columbia (collectively, the "Subsidiaries", and together with the Company, the "Company Group").
D. The Closing of the transactions contemplated by the MIPA is occurring on the date hereof, November 15, 2024 (the "Closing Date"), and this Payoff Letter is being delivered in connection therewith as a closing deliverable required to be furnished by the Seller pursuant to Section 7.2(e) of the MIPA.
E. As set forth in the Estimated Closing Statement delivered by the Seller to the Buyer on November 8, 2024, the estimated Closing Indebtedness of the Company is $62,500,000.00, consisting of (i) the outstanding principal balance of the Note in the amount of $50,000,000.00, and (ii) $12,500,000.00 in capital lease obligations of the Company and the Subsidiaries, in each case as more particularly described therein.
Section 2. Payoff Amount
2.1. The total outstanding principal amount of the Note as of the date hereof is $50,000,000.00 (Fifty Million and 00/100 Dollars).
2.2. Accrued and unpaid interest through and including November 15, 2024 is $0.00. By way of explanation, the Note bears interest at a rate of zero percent (0.0%) per annum, as is customary for intercompany promissory notes issued between affiliates within a consolidated group. All prior intercompany balances, including any amounts that may have accrued as notional interest for transfer pricing or tax allocation purposes, have been fully settled, reconciled, and extinguished through intercompany accounting entries as of the date hereof in the ordinary course of business consistent with the Company Group's historical intercompany settlement practices.
2.3. Other fees, costs, prepayment premiums, breakage amounts, make-whole amounts, penalties, expenses, or other charges of any kind due under or in connection with the Note: $0.00.
2.4. The total payoff amount required to satisfy all obligations under the Note in full is therefore:
(the "Payoff Amount").
2.5. The Payoff Amount is calculated as of the Closing Date (November 15, 2024) and is good for same-day payment on November 15, 2024 only. If the Payoff Amount is not received in full by the Payee in immediately available funds on November 15, 2024, the Payee hereby expressly reserves the right to recalculate and adjust the Payoff Amount to include any additional interest, fees, or other amounts that may accrue under the Note or applicable law after such date, and this Payoff Letter shall be deemed void and of no further force or effect unless the Payee delivers a replacement payoff letter setting forth a revised Payoff Amount.
2.6. The Payee hereby confirms that the Payoff Amount represents the entirety of all amounts owing under the Note and that, upon receipt by the Payee of the Payoff Amount in full in immediately available funds on the Closing Date, no other amounts are or will be due and payable by the Maker to the Payee under or in connection with the Note. Without limiting the generality of the foregoing, no amounts shall be due from the Maker, the Company, or any member of the Company Group to the Payee in respect of accrued interest, default interest, late charges, commitment fees, facility fees, administrative fees, legal fees, or any other charge or expense arising under or relating to the Note.
Section 3. Wire Transfer Instructions
3.1. Payment of the Payoff Amount shall be made by wire transfer of immediately available funds, denominated in United States Dollars, to the following account:
Bank Name: Greaves Bancorp ABA/Routing Number: [To be inserted per Funds Flow Memorandum] Account Name: Aurelius Media Holdings Inc. Account Number: [To be inserted per Funds Flow Memorandum] SWIFT Code (if applicable): [To be inserted per Funds Flow Memorandum] Reference: "Payoff — Intercompany Promissory Note — Meridian Press Holdings LLC — Closing Date November 15, 2024"
3.2. The wire transfer instructions set forth above are subject to confirmation and finalization in accordance with the funds flow memorandum (the "Funds Flow Memorandum") prepared by Calderwood & Harkness LLP, as counsel to the Seller, in connection with the Closing. In the event of any discrepancy between the wire instructions set forth herein and the wire instructions set forth in the final executed Funds Flow Memorandum, the Funds Flow Memorandum shall control. The Buyer and its counsel, Hathaway, Locke & Barnett LLP, shall confirm all wire instructions by telephone callback to the Payee's authorized representative prior to initiating any wire transfer.
3.3. For the avoidance of doubt, the Payoff Amount must be transmitted and received in United States Dollars. Any payment made in a currency other than United States Dollars shall not constitute satisfaction of the obligations under this Payoff Letter or the Note.
Section 4. Cancellation of Note Upon Receipt of Payment
4.1. Upon receipt by the Payee of the Payoff Amount in full in immediately available funds on the Closing Date:
(a) The Note shall be deemed paid in full and satisfied in its entirety, and all principal, interest (if any), and any other obligations of the Maker arising under or in connection with the Note shall be deemed fully and finally discharged.
(b) The Note shall be automatically cancelled and shall be of no further force or effect, without any further action being required by any party hereto. The cancellation of the Note shall be effective simultaneously with the receipt by the Payee of the Payoff Amount.
(c) The Payee shall, promptly following receipt of the Payoff Amount (and in any event within five (5) business days of the Closing Date), mark the original Note "PAID IN FULL" and "CANCELLED", with the date of such cancellation noted thereon, and shall deliver the original marked Note to the Buyer or the Company, or to their designated counsel, Hathaway, Locke & Barnett LLP, 51 West 52nd Street, New York, New York 10019, Attention: Graham Ashworth. Such delivery may be made by hand delivery, nationally recognized overnight courier service, or such other method as shall be mutually agreed upon by the parties.
(d) Effective upon the receipt of the Payoff Amount, the Maker shall have no further obligations of any kind or nature whatsoever to the Payee arising under or in connection with the Note, whether for principal, interest, fees, costs, expenses, indemnification, or otherwise, and the Payee hereby forever waives, releases, and discharges the Maker and each member of the Company Group from any and all claims, demands, actions, causes of action, or liabilities of any kind arising under or in connection with the Note.
Section 5. Release of Liens
5.1. Automatic Release. Effective automatically and without further action by any party upon receipt by the Payee of the Payoff Amount in full in immediately available funds on the Closing Date, Aurelius Media Holdings Inc., for itself and on behalf of its successors, assigns, and affiliates, hereby unconditionally and irrevocably releases, discharges, and terminates any and all Liens held by Aurelius Media Holdings Inc. or any of its affiliates on or against any and all assets, properties, and rights (whether real, personal, tangible, intangible, or mixed, and wherever located) of Meridian Press Holdings LLC and each of the Subsidiaries (including, without limitation, Meridian Distribution Services Inc., Bellweather Academic Press Inc., Foxglove Media LLC, and Meridian Press Canada ULC), in each case to the extent such Liens arise out of, relate to, or are in connection with the Note, any security agreement, pledge agreement, guaranty, or other instrument or agreement executed in connection with the Note, or any obligations secured thereby.
5.2. Scope of Release. Without limiting the generality of Section 5.1, the release set forth herein shall cover and extend to all UCC financing statements (including initial financing statements and any continuation statements or amendments thereto), fixture filings, mortgages, deeds of trust, assignments of rents and leases, security agreements, pledge agreements, deposit account control agreements, securities account control agreements, intellectual property security agreements, notices of security interest filed with the United States Patent and Trademark Office or the United States Copyright Office, and any and all other instruments, agreements, or filings evidencing, securing, or perfecting such Liens, in each case to the extent arising out of, related to, or in connection with the Note. For the avoidance of doubt, Foxworth Daniels & Co. (Wilmington, Delaware) has conducted comprehensive UCC, tax lien, judgment lien, and title searches in connection with the transactions contemplated by the MIPA, and the lien release set forth herein is intended to cover and discharge all Liens identified in such searches to the extent attributable to the Note.
5.3. Affirmative Covenants. Aurelius Media Holdings Inc. hereby covenants and agrees to perform each of the following at its sole cost and expense:
(a) Execute and deliver any and all UCC-3 termination statements (in the form attached hereto as Exhibit B or in such other form as may be required by the applicable filing office), lien releases, mortgage satisfactions, mortgage discharges, assignments of mortgage, reconveyances, releases of deed of trust, or other instruments of release or termination reasonably necessary to evidence the release and termination of the Liens of record in all applicable jurisdictions.
(b) File, or cause to be filed, such UCC-3 termination statements with the Delaware Secretary of State, Division of Corporations, and any other applicable filing offices (including, without limitation, any county recording offices, the New York Department of State, or any applicable Canadian provincial personal property security registry) within ten (10) business days following the Closing Date.
(c) Cooperate fully and in good faith with the Buyer, the Company, and their respective counsel in connection with the removal, discharge, and termination of any Liens from the records of any governmental authority, filing office, registry, or other public office, including by providing such information, certifications, and documentation as may be reasonably requested.
(d) Execute, acknowledge, and deliver any additional documents, instruments, certificates, or agreements as may be reasonably requested by the Buyer or its counsel, Hathaway, Locke & Barnett LLP, to fully and finally effectuate the release and termination of all Liens, and to confirm and evidence such release and termination for the benefit of any title insurance company, lender, or other third party.
5.4. Power of Attorney. In the event that Aurelius Media Holdings Inc. fails to execute or file any UCC-3 termination statement or other lien release document within the time period specified in Section 5.3(b), the Buyer and the Company are hereby irrevocably authorized and empowered (such authorization being coupled with an interest) to execute and file such UCC-3 termination statements and lien release documents on behalf of and in the name of Aurelius Media Holdings Inc., and Aurelius Media Holdings Inc. hereby appoints the Buyer as its attorney-in-fact for such limited purpose.
Section 6. Representations and Warranties of Payee
Aurelius Media Holdings Inc. hereby represents and warrants to Ridgeline Publishing Acquisition Corp. as of the date hereof, November 15, 2024, as follows:
(a) Sole Holder. Aurelius Media Holdings Inc. is the sole legal and beneficial holder and owner of the Note and has full right, power, and authority to deliver this Payoff Letter, to accept the Payoff Amount, to cancel the Note, and to release and terminate the Liens. No other person or entity has any right, title, or interest in or to the Note or any portion thereof, and no consent of any other person or entity is required in connection with the execution and delivery of this Payoff Letter or the consummation of the transactions contemplated hereby.
(b) Complete Payoff. The Payoff Amount represents all amounts owing under the Note as of the Closing Date, including all principal, accrued and unpaid interest (if any), and all other fees, costs, premiums, penalties, charges, and expenses of whatever kind or nature. No other amounts, fees, penalties, prepayment premiums, breakage costs, make-whole amounts, or charges of any kind are due or will become due from the Maker, the Company, or any member of the Company Group to the Payee under or in connection with the Note upon receipt of the Payoff Amount.
(c) No Assignment or Transfer. The Note has not been sold, assigned, pledged, hypothecated, participated, transferred, or otherwise conveyed or encumbered to or in favor of any third party. Aurelius Media Holdings Inc. has not entered into any agreement, arrangement, or understanding pursuant to which any third party has acquired or may acquire any right, title, or interest in or to the Note or any portion of the obligations evidenced thereby.
(d) No Other Liens. Other than the Liens being released and terminated hereby, Aurelius Media Holdings Inc. does not hold, and no affiliate of Aurelius Media Holdings Inc. holds, any other liens, security interests, pledges, charges, mortgages, deeds of trust, or encumbrances of any kind on or against the assets, properties, or rights of the Company or any of the Subsidiaries arising under or in connection with the Note or any instrument or agreement executed in connection therewith.
(e) Due Authorization. This Payoff Letter has been duly authorized by all necessary corporate action on the part of Aurelius Media Holdings Inc., including, without limitation, approval by the Board of Directors of Aurelius Media Holdings Inc. pursuant to that certain unanimous written consent of the Board of Directors of Aurelius Media Holdings Inc. dated as of July 17, 2024, as supplemented by the officer's certificate of even date herewith, and the execution, delivery, and performance of this Payoff Letter by Aurelius Media Holdings Inc. does not and will not conflict with, violate, or result in a breach of any provision of the certificate of incorporation, bylaws, or other organizational documents of Aurelius Media Holdings Inc., or any applicable law, regulation, order, judgment, or decree binding upon Aurelius Media Holdings Inc.
Section 7. Irrevocability
7.1. This Payoff Letter and the release, discharge, and termination of the Note and the Liens set forth herein are irrevocable and shall not be subject to rescission, revocation, modification, or amendment by the Payee upon receipt of the Payoff Amount in full in immediately available funds. No course of dealing, delay, or failure to act on the part of any party shall operate as a waiver of, or otherwise affect, the irrevocable nature of this Payoff Letter.
7.2. The release set forth in Section 5 shall be binding upon Aurelius Media Holdings Inc. and its successors, assigns, affiliates, subsidiaries, parent companies, officers, directors, employees, agents, representatives, and any person or entity claiming through or under Aurelius Media Holdings Inc. The benefits of such release shall inure to the benefit of the Buyer, the Company, each member of the Company Group, and their respective successors and assigns.
Section 8. No Waiver of MIPA Obligations
8.1. Nothing contained in this Payoff Letter shall be deemed to limit, modify, amend, waive, or otherwise affect any rights, obligations, representations, warranties, covenants, conditions, or indemnification obligations of any party under the MIPA, or under any other transaction document, ancillary agreement, or instrument executed and delivered in connection with the Closing, including, without limitation, (i) that certain Escrow Agreement, dated as of the date hereof, by and among the Seller, the Buyer, and Hollowell Financial, as escrow agent, (ii) that certain Transition Services Agreement, dated as of the date hereof, by and between the Seller (and certain of its affiliates) and the Company, and (iii) that certain Section 338(h)(10) Election Agreement, dated as of the date hereof, by and between the Seller and the Buyer.
8.2. For the avoidance of doubt, the payment of the Payoff Amount and the cancellation of the Note shall not affect, alter, or otherwise modify the calculation of Closing Indebtedness under Section 2.4 of the MIPA, or the post-Closing true-up and adjustment of the Estimated Equity Purchase Price, including, without limitation, the net working capital adjustment set forth in Section 2.5 of the MIPA. The parties acknowledge and agree that the NWC Target is $145,000,000.00 and that the deadline for delivery of the Buyer's Closing Statement (including the final determination of Net Working Capital, Closing Indebtedness, Closing Cash, and Transaction Expenses) is ninety (90) days following the Closing Date (i.e., February 13, 2025). Any dispute regarding such amounts shall be resolved in accordance with the procedures set forth in Section 2.5(c) of the MIPA, and the payment of the Payoff Amount hereunder shall be without prejudice to any party's rights thereunder.
Section 9. Governing Law
This Payoff Letter shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice of law or conflict of laws rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. The governing law provision set forth in this Section 9 is consistent with and intended to be coextensive with the governing law provision set forth in Section 11.6 of the MIPA.
Section 10. Counterparts; Electronic Signatures
10.1. This Payoff Letter may be executed in two or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. It shall not be necessary that any single counterpart be executed by all parties hereto so long as each party executes at least one counterpart.
10.2. Delivery of an executed counterpart of this Payoff Letter by facsimile, electronic mail in portable document format (PDF), or other electronic transmission (including by means of DocuSign or other electronic signature platform) shall be effective as delivery of a manually executed original counterpart. Each party hereto agrees that the electronic signatures appearing on this Payoff Letter shall be treated, for all purposes, as original signatures, and that the electronic document bearing such signatures shall, for all purposes, be deemed to have the same legal effect as an original form document.
[Signature Pages Follow]
IN WITNESS WHEREOF, Aurelius Media Holdings Inc. has caused this Payoff Letter to be duly executed and delivered by its authorized officer as of the date first set forth above.
AURELIUS MEDIA HOLDINGS INC.
By: ________
Name: Priya Nandakumar
Title: Vice President and Authorized Officer
(Designated pursuant to Unanimous Written Consent of the Board of Directors dated July 17, 2024)
Acknowledgment and Agreement of Buyer
The undersigned hereby (i) acknowledges receipt of this Payoff Letter, (ii) agrees to cause the Payoff Amount of $50,000,000.00 to be paid in full by wire transfer of immediately available funds to the account designated herein (or as otherwise specified in the Funds Flow Memorandum) on the Closing Date, November 15, 2024, in accordance with the terms hereof and the Funds Flow Memorandum, and (iii) agrees to be bound by the terms and provisions hereof to the extent applicable to the Buyer.
RIDGELINE PUBLISHING ACQUISITION CORP.
By: ________
Name: ________
Title: ________
Date: November 15, 2024
EXHIBIT A
Copy of Intercompany Promissory Note
Attached hereto is a true and complete copy of that certain Intercompany Promissory Note in the original principal amount of $50,000,000.00, issued by Meridian Press Holdings LLC, a Delaware limited liability company (Secretary of State file no. 4521889), as Maker, in favor of Aurelius Media Holdings Inc., a Delaware corporation (Secretary of State file no. 5987324), as Payee.
The original Note shall be marked "PAID IN FULL" and "CANCELLED" by the Payee promptly following receipt of the Payoff Amount in full in immediately available funds on the Closing Date, in accordance with Section 4.1(c) of this Payoff Letter, and the original marked Note shall be delivered to the Buyer or the Company (or their designated counsel, Hathaway, Locke & Barnett LLP).
[Copy of Intercompany Promissory Note Attached Behind This Page]
EXHIBIT B
Form of UCC-3 Termination Statement
Set forth below is the form of UCC-3 Financing Statement Amendment (termination) to be filed with the Delaware Secretary of State, Division of Corporations, and any other applicable filing offices, to terminate any and all UCC financing statements filed in connection with the Note. Aurelius Media Holdings Inc. shall execute and file (or cause to be filed) such UCC-3 termination statement(s) within ten (10) business days following the Closing Date, in accordance with Section 5.3(b) of this Payoff Letter.
UCC FINANCING STATEMENT AMENDMENT (FORM UCC-3)
Filing Office: Delaware Secretary of State, Division of Corporations, John G. Townsend Building, 401 Federal Street, Suite 4, Dover, Delaware 19901
Amendment Type: Termination — This Financing Statement Amendment terminates the effectiveness of the Financing Statement identified below.
Initial Financing Statement File Number: [To be inserted — reference applicable UCC-1 filing number on file with the Delaware Secretary of State]
Date of Filing of Initial Financing Statement: [To be inserted]
Debtor (Exact Legal Name): Meridian Press Holdings LLC (Delaware Limited Liability Company, Secretary of State file no. 4521889) Registered Agent: Fenmore Health IT Statutory Agent 251 Little Falls Drive Wilmington, Delaware 19808
Mailing Address: c/o Aurelius Media Holdings Inc., 1209 Orange Street, Wilmington, Delaware 19801
Secured Party (Exact Legal Name): Aurelius Media Holdings Inc. (Delaware Corporation, Secretary of State file no. 5987324) c/o Crowne Albany Corporation 1209 Orange Street Wilmington, Delaware 19801
Amendment — Termination: The Secured Party of record authorizes this Amendment to terminate the above-referenced Financing Statement. The Secured Party hereby acknowledges that all obligations secured by the Financing Statement have been paid and satisfied in full as of November 15, 2024.
Note: Additional UCC-3 termination statements may be required to be filed with other jurisdictions (including, without limitation, the New York Department of State) to the extent UCC-1 financing statements were filed in such jurisdictions in connection with the Note. Aurelius Media Holdings Inc. shall execute and file all such additional termination statements in accordance with its obligations under Section 5.3 of this Payoff Letter. The form set forth above is illustrative and shall be completed and modified as necessary to comply with the requirements of the applicable filing office.
Component | Amount
Outstanding Principal | $50,000,000.00
Accrued and Unpaid Interest | $0.00
Other Fees, Costs, Premiums, Penalties, or Charges | $0.00
Total Payoff Amount | $50,000,000.00

AURELIUS MEDIA HOLDINGS INC. c/o Crowne Albany Corporation 1209 Orange Street Wilmington, Delaware 19801

AURELIUS MEDIA HOLDINGS INC.

RIDGELINE PUBLISHING ACQUISITION CORP.

EXHIBIT A

EXHIBIT B

UCC FINANCING STATEMENT AMENDMENT (FORM UCC-3)

Record

Parties

Dates

Amounts