1017-00006 · Aurelius Global Media Group · Diligence

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CALDERWOOD & HARKNESS LLP 425 Park Avenue New York, NY 10022

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT

DUE DILIGENCE REQUEST LIST

March 25, 2024

Right-click to update Table of Contents

INTRODUCTORY NOTES AND INSTRUCTIONS

This Due Diligence Request List (this "Request List") has been prepared by Calderwood & Harkness LLP on behalf of Aurelius Global Media Group PLC ("Aurelius Parent") and its subsidiary Aurelius Media Holdings Inc. ("Aurelius Holdings" and, together with Aurelius Parent, "Aurelius" or the "Seller") in connection with the proposed carve-out and divestiture of Meridian Press Holdings LLC ("MPH" or the "Target"). This Request List is designed to facilitate Seller's internal diligence review and preparation of disclosure schedules to accompany the definitive transaction documentation, including the membership interest purchase agreement and ancillary documents (collectively, the "Transaction Documents").

The Target, Meridian Press Holdings LLC, is a Delaware limited liability company (Delaware Secretary of State file no. 4521889) currently wholly owned by Aurelius Media Holdings Inc. (a Delaware corporation, Delaware Secretary of State file no. 5987324), which in turn is wholly owned by Aurelius Global Media Group PLC (incorporated in England and Wales, Companies House No. 08431276).

The scope of this Request List covers MPH and each of its direct and indirect subsidiaries, including the following entities:

(a) Meridian Distribution Services Inc. (a Delaware corporation, Delaware Secretary of State file no. 4736201);

(b) Bellweather Academic Press Inc. (a Delaware corporation, Delaware Secretary of State file no. 4801133);

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

MPH and its subsidiaries are collectively referred to herein as the "Company" or the "Business." Unless otherwise indicated, references to MPH throughout this Request List should be understood to encompass each subsidiary of MPH as well.

The following general instructions apply to all responses to this Request List:

1. Virtual Data Room. All responsive materials should be uploaded to the designated virtual data room established for this transaction (the "Data Room"). Hard copies of documents should be provided only where originals are required or where the nature of the document makes electronic reproduction impracticable. The Data Room provider and access credentials will be communicated under separate cover.

2. Document Organization. Each document or group of documents uploaded to the Data Room should be identified by reference to the applicable category and item number set forth in this Request List (e.g., "Category I, Item 1.1.1"). To the extent a document is responsive to more than one request, it should be cross-referenced in the Data Room index.

3. Not Exhaustive. This Request List is not intended to be exhaustive. Supplemental requests may be issued from time to time as the diligence review progresses and as additional information becomes available. The absence of a specific request for a particular document or category of information should not be construed as an indication that such document or information is not relevant to the diligence review.

4. Time Periods. Unless otherwise specified, all references to time periods in this Request List refer to the last three (3) fiscal years — that is, the fiscal years ended December 31, 2021 ("FY2021"), December 31, 2022 ("FY2022"), and December 31, 2023 ("FY2023") — plus the current interim period through the most recent practicable date (collectively, the "Diligence Period"). Where a different time period is specified (e.g., "the last five years"), such specified period shall control.

5. Completeness. Responses should include all amendments, modifications, supplements, side letters, waivers, and other related documents. Where a document has been superseded or replaced, both the original and the replacement should be provided, with an indication that the original has been superseded.

6. Privilege. Nothing in this Request List is intended to request or require the production of any document or information that is subject to the attorney-client privilege, the work product doctrine, or any other applicable legal privilege. To the extent any responsive document is withheld on the basis of privilege, please provide a privilege log identifying the document, its date, its author and recipient(s), and the basis for the privilege assertion.

7. Confidentiality. All information provided in response to this Request List will be treated as confidential in accordance with the terms of the applicable confidentiality agreement(s) executed among the parties in connection with the proposed transaction.

All questions and correspondence regarding this Request List should be directed to:

Megan Chu, Lead Associate Calderwood & Harkness LLP 425 Park Avenue New York, NY 10022 Telephone: (212) 555-4700

Email: mchu@calderwoodharkness.com

Derek Okonkwo, Working Associate Calderwood & Harkness LLP 425 Park Avenue New York, NY 10022 Telephone: (212) 555-4712

Email: dokonkwo@calderwoodharkness.com

CATEGORY I: CORPORATE AND ORGANIZATIONAL DOCUMENTS

1.1 Formation and Governance Documents

1.1.1 Certificate of formation (or certificate of organization) of Meridian Press Holdings LLC, as filed with the Secretary of State of the State of Delaware (file no. 4521889), together with all amendments, restatements, and certificates of amendment thereto.

1.1.2 The current limited liability company agreement (or operating agreement) of Meridian Press Holdings LLC, together with all amendments, restatements, and supplements thereto, including any joinder agreements executed by members or assignees.

1.1.3 Certificates of incorporation (or articles of incorporation) and bylaws for each corporate subsidiary of MPH, together with all amendments, restatements, and supplements thereto:

(a) Meridian Distribution Services Inc. (a Delaware corporation, Delaware Secretary of State file no. 4736201); and

(b) Bellweather Academic Press Inc. (a Delaware corporation, Delaware Secretary of State file no. 4801133).

1.1.4 Articles of organization (or certificate of formation) and operating agreement of Foxglove Media LLC (a New York limited liability company), together with all amendments, restatements, and supplements thereto.

1.1.5 Constating documents for Meridian Press Canada ULC (an unlimited liability company organized under the laws of the Province of British Columbia), including the memorandum of association, articles of association, notice of articles, and any amendments or alterations thereto, as well as any certificates of registration or continuation.

1.1.6 Minutes of all meetings and copies of all written consents (or resolutions in lieu of meetings) of the members, managers, board of directors, board of managers, shareholders, and any committees thereof, of MPH and each of its subsidiaries, for the Diligence Period. This request encompasses annual meetings, special meetings, and any actions taken by unanimous or majority written consent.

1.1.7 A complete and current organizational chart depicting the ownership structure of MPH and each of its subsidiaries, including:

(a) The relationship of MPH to Aurelius Media Holdings Inc. and Aurelius Global Media Group PLC;

(b) The direct and indirect ownership of each subsidiary of MPH;

(d) Identification of any minority or non-controlling interests, joint ventures, or equity investments held by MPH or any subsidiary, if applicable.

1.1.8 A complete list of all current and former "doing business as" (d/b/a) names, trade names, assumed names, and fictitious business names used by MPH and each of its subsidiaries in any jurisdiction, together with copies of any fictitious name or assumed name filings or registrations.

1.2 Qualification and Good Standing

1.2.1 Certificates of good standing, certificates of existence, or equivalent certificates from the Secretary of State (or equivalent authority) of the state or province of formation and each jurisdiction in which MPH or any of its subsidiaries is qualified, registered, or authorized to transact business.

1.2.2 A complete list of all jurisdictions in which MPH and each of its subsidiaries is currently qualified, registered, or authorized to do business, including the date of initial qualification in each jurisdiction and the current status of such qualification.

1.2.3 Copies of annual report filings (or equivalent periodic filings) made by MPH and each of its subsidiaries with the applicable Secretary of State or other governmental authority for the Diligence Period.

1.3 Capitalization. 1.3.1 A detailed schedule of all issued and outstanding membership interests, shares, equity interests, or other ownership units in MPH and each of its subsidiaries, identifying for each:

(a) The name of the record holder;

(b) The class, series, or type of interest;

(d) The date of issuance; and

(e) Any vesting conditions or restrictions on transferability applicable thereto.

1.3.2 Copies of all agreements, options, warrants, convertible instruments, rights of conversion, exchange rights, subscription rights, or other securities or instruments conferring a right to acquire or receive equity interests in MPH or any of its subsidiaries, including without limitation any phantom equity plans, profits interest plans, management incentive units, stock appreciation rights, or similar incentive arrangements.

1.3.3 Copies of all provisions, agreements, or arrangements imposing restrictions on the transfer of equity interests in MPH or any of its subsidiaries, including rights of first refusal, co-sale rights (tag-along rights), drag-along rights, preemptive rights, call rights, put rights, or other similar provisions, whether contained in the governing documents or in separate agreements.

1.3.4 Copies of all equity grant agreements, equity incentive compensation arrangements, management equity plans, or management carve-out plans relating to the equity of MPH or any of its subsidiaries.

1.4 Intercompany Arrangements

1.4.1 Copies of all intercompany agreements, arrangements, and understandings (whether written or oral) between or among MPH or any of its subsidiaries, on the one hand, and Aurelius Global Media Group PLC, Aurelius Media Holdings Inc., or any other direct or indirect affiliate of Aurelius, on the other hand, including without limitation:

(a) Management services agreements;

(b) Shared services agreements (including human resources, accounting, finance, legal, IT, procurement, and corporate overhead services);

(d) Cash pooling, cash sweeping, or centralized treasury arrangements;

(e) Cost allocation and cost sharing agreements;

(f) intellectual property license agreements;

(g) Transition services agreements or any agreements contemplated in connection with the proposed carve-out; and

(h) Any other agreements or arrangements pursuant to which services, assets, or resources are provided between or among the Aurelius entities and the Business.

1.4.2 Copies of all intercompany promissory notes, demand notes, or other evidence of intercompany indebtedness between or among MPH or any of its subsidiaries and any Aurelius entity, including the $50,000,000 intercompany promissory note between Aurelius Media Holdings Inc. (as payee) and Meridian Press Holdings LLC (as maker), together with any related security agreements, guaranty agreements, collateral assignments, or subordination agreements.

1.4.3 A description of all intercompany transactions between or among MPH or any of its subsidiaries and any Aurelius entity during the Diligence Period, including a summary of:

(a) Transfer pricing arrangements and methodologies;

(b) Royalty payments (inbound and outbound);

(d) Interest payments on intercompany indebtedness;

(e) Capital contributions and distributions; and

(f) Any other material financial flows between the Business and the broader Aurelius group.

1.4.4 Copies of all guarantees, indemnification agreements, comfort letters, or other forms of credit support provided by MPH or any of its subsidiaries on behalf of Aurelius or any Aurelius affiliate, and vice versa, including guarantees of third-party indebtedness, lease guarantees, performance guarantees, and surety arrangements.

1.5 Powers of Attorney and Authorized Signatories

1.5.1 Copies of all outstanding powers of attorney, whether general or limited, granted by or on behalf of MPH or any of its subsidiaries, identifying the principal, the agent, the scope of authority granted, and the date of execution.

1.5.2 A current list of all authorized signatories for MPH and each of its subsidiaries, including authorized signatories for:

(a) Bank accounts and financial instruments;

(b) Contractual and commercial matters;

(d) Tax returns and tax-related correspondence; and

(e) Litigation and legal proceedings.

CATEGORY II: FINANCIAL INFORMATION

2.1 Historical Financial Statements

2.1.1 Audited consolidated financial statements of Aurelius Global Media Group PLC for FY2021, FY2022, and FY2023, including the balance sheet, income statement, statement of comprehensive income, statement of cash flows, and statement of changes in equity, together with all accompanying notes and the independent auditor's report. For reference, Aurelius Parent's FY2023 consolidated revenues were approximately £3.8 billion.

2.1.2 Carve-out financial statements (both audited and unaudited) for Meridian Press Holdings LLC and its subsidiaries for FY2021, FY2022, and FY2023, including the balance sheet, income statement, statement of cash flows, and all accompanying notes and schedules. The audited carve-out financial statements were prepared by Pemberton Graves LLP (engagement partner Robert Ainsley). For reference, the Company's FY2023 revenue was approximately $1,140,000,000, with Adjusted EBITDA of approximately $96,000,000 (representing an Adjusted EBITDA margin of approximately 8.4%). Please include:

(a) The independent auditor's report issued by Pemberton Graves LLP on the carve-out financial statements;

(b) Any supplemental or supporting schedules prepared in connection with the carve-out financial statements;

(c) Documentation of the basis of preparation for the carve-out financial statements, including the methodology for allocating shared costs, corporate overhead, and shared assets and liabilities between the Business and the retained Aurelius operations; and

(d) Any comfort letters, agreed-upon procedures reports, or other deliverables provided by Pemberton Graves LLP in connection with the carve-out financial statements.

2.1.3 Unaudited interim financial statements (monthly and quarterly) for MPH and its subsidiaries for the current fiscal year (FY2024) through the most recent available period, including the balance sheet, income statement, and statement of cash flows, together with any management commentary or variance analysis.

2.1.4 Copies of all management letters, internal control deficiency communications, or other written communications from Pemberton Graves LLP to the management or the board of directors (or equivalent governing body) of MPH or Aurelius regarding the carve-out financial statements or the Business, including communications regarding significant deficiencies, material weaknesses, or other observations.

2.1.5 A comprehensive description of all accounting policies, practices, and methodologies employed in preparing the carve-out financial statements, including:

(a) Revenue recognition policies, including timing and methods for recognition of book sales, subscription revenue, licensing revenue, and content royalty income;

(b) Inventory valuation methods and policies regarding returns reserves, remaindering, and write-downs;

(d) Impairment testing methodologies for goodwill, intangible assets, and long-lived assets;

(e) Lease accounting policies under ASC 842;

(f) Any deviations from U.S. generally accepted accounting principles ("GAAP") or reconciliation items between the Company's GAAP basis and the Aurelius group's IFRS basis; and

(g) Any changes in accounting policies or practices during the Diligence Period, including the reasons for such changes and their financial impact.

2.2 Adjusted EBITDA and Financial Adjustments

2.2.1 A detailed reconciliation of Adjusted EBITDA to net income (or net loss) for each of FY2021, FY2022, and FY2023, clearly identifying each adjustment category and the dollar amount of each adjustment, including but not limited to adjustments for:

(a) Interest expense (including intercompany interest);

(b) Income tax expense (benefit);

(d) Non-cash charges (including stock-based compensation, impairment charges, and mark-to-market adjustments);

(e) Restructuring and reorganization charges;

(f) Transaction-related costs;

(g) Non-recurring litigation costs or settlements;

(h) Corporate overhead allocations from Aurelius;

(i) Management fees and shared services charges from Aurelius; and

(j) Any other adjustments included in management's calculation of Adjusted EBITDA.

2.2.2 Schedules of all non-recurring, unusual, or one-time items included in the Adjusted EBITDA calculations, with supporting documentation for each item, including the nature, amount, and basis for characterizing the item as non-recurring.

2.2.3 Copies of any quality of earnings analyses, reports, or similar financial analyses prepared by management, Pemberton Graves LLP, or any third-party consultant or advisor in connection with the Business or the proposed transaction.

2.3 Working Capital

2.3.1 Monthly net working capital schedules for each of the last twenty-four (24) months, with detail by component, including each line item of current assets (e.g., accounts receivable, inventory, prepaid expenses, and other current assets) and current liabilities (e.g., accounts payable, accrued expenses, deferred revenue, and other current liabilities).

2.3.2 A description of the methodology used for calculating net working capital for purposes of the proposed transaction, including a clear identification of all inclusions, exclusions, and normalization adjustments. Please identify any items that are customarily excluded from net working capital in transactions of this nature (e.g., cash, debt, intercompany balances, income tax assets and liabilities, and deferred tax assets and liabilities).

2.3.3 A seasonality analysis for the Company's working capital, identifying cyclical peaks and troughs throughout the fiscal year and the key drivers of seasonal variation, including the timing of returns from book retailers, academic adoption cycles, periodical subscription renewal periods, and seasonal inventory build-up. This analysis should address the relevance of seasonality to the timing of a potential closing.

2.3.4 Historical net working capital levels relative to the $145,000,000 normalized working capital baseline (the "NWC Peg") currently under consideration in connection with the transaction, including the variance of actual monthly working capital from the NWC Peg for each month of the Diligence Period.

2.4 Indebtedness and Capital Lease Obligations

2.4.1 A complete schedule of all outstanding indebtedness (funded and unfunded) of MPH and each of its subsidiaries, including for each obligation:

(a) The identity of the lender, creditor, or noteholder;

(b) The original and current outstanding principal amount;

(d) The maturity date and amortization schedule;

(e) Any prepayment penalties, make-whole premiums, or call protection provisions;

(f) A description of any collateral or security interests granted; and

(g) Any cross-default, cross-acceleration, or other cross-collateralization provisions.

2.4.2 Copies of all loan agreements, credit agreements, indentures, promissory notes, and related security agreements, pledge agreements, guaranty agreements, intercreditor agreements, and subordination agreements, including the $50,000,000 intercompany promissory note payable to Aurelius Media Holdings Inc. and documents evidencing $12,500,000 in capital lease obligations, together with all amendments, modifications, supplements, and waivers thereto.

2.4.3 A schedule of all capital lease obligations (or finance lease obligations under ASC 842) of MPH and each of its subsidiaries, together with copies of the underlying lease agreements, amortization schedules, and a breakdown of remaining payment obligations by period.

2.4.4 Copies of all outstanding letters of credit, surety bonds, performance bonds, bid bonds, or similar credit support instruments issued for the account of or on behalf of MPH or any of its subsidiaries, including the identity of the issuing institution, the beneficiary, the face amount, and the expiration date.

2.4.5 Copies of any correspondence with lenders, lessors, or noteholders regarding defaults, potential defaults, events of default, waivers, amendments, or forbearance arrangements during the Diligence Period.

2.5 Projections and Budgets

2.5.1 Annual operating budgets for FY2024, together with any multi-year financial projections, forecasts, or financial models prepared by management of MPH or its subsidiaries, or by Aurelius management on behalf of the Business.

2.5.2 Capital expenditure budgets for FY2024 and the next three fiscal years (FY2025 through FY2027), including a breakdown by project, category (maintenance vs. growth), and expected timing of expenditures.

2.5.3 Copies of any board-approved strategic plans, business plans, long-range planning documents, or market analyses for the Business, including any documents prepared in connection with the contemplated divestiture.

2.6 Cash and Banking

2.6.1 A complete schedule of all bank accounts, brokerage accounts, money market accounts, and investment accounts maintained by MPH and each of its subsidiaries, including for each account:

(a) The name and address of the financial institution;

(b) The account number;

(d) The currency denomination;

(e) The current balance; and

(f) A list of all authorized signatories and persons with access to the account.

2.6.2 An estimate of the closing cash balance expected to be on the balance sheet of MPH and its subsidiaries at the anticipated closing date, taking into account anticipated receipts, disbursements, and seasonal patterns. The current estimate of closing cash is approximately $8,200,000.

2.6.3 A description of all cash management and cash pooling arrangements between MPH or its subsidiaries and Aurelius entities, including the mechanics of cash sweeping, zero-balance account structures, centralized treasury functions, and the proposed unwinding of such arrangements in connection with the carve-out.

2.7 Transaction Expenses

2.7.1 A schedule of all estimated transaction expenses of the Target, including legal fees, accounting and audit fees, financial advisory fees, investment banking fees, consulting fees, and other professional fees expected to be incurred by or on behalf of the Business in connection with the proposed transaction. The current estimate of aggregate transaction expenses is approximately $4,700,000. Please identify each advisor or service provider, the nature of the engagement, and the estimated amount of fees payable.

CATEGORY III: MATERIAL CONTRACTS

3.1 General Contract Inventory

3.1.1 A comprehensive schedule of all contracts, agreements, commitments, and arrangements (whether written or oral) to which MPH or any of its subsidiaries is a party, or by which any of their respective assets or properties are bound, that involve:

(a) Annual revenues in excess of $500,000;

(b) Annual expenditures in excess of $500,000;

(d) Terms, conditions, or obligations that are otherwise material to the operation, financial condition, or prospects of the Business.

3.1.2 Copies of each such contract, together with all amendments, modifications, supplements, extensions, renewals, side letters, and related correspondence.

3.2 Distribution and Supply Agreements

3.2.1 Copies of all distribution agreements to which MPH or any of its subsidiaries is a party, including the Oakbridge Distribution Alliance Agreement, with a summary of the material terms, including term and renewal provisions, termination provisions (including termination for convenience and termination for cause), exclusivity provisions, minimum volume or purchase commitments, pricing terms, and any change-of-control provisions that require consent, notice, or that trigger termination rights in connection with a change of ownership of the Business.

3.2.2 Copies of all supply agreements, printing agreements, paper and materials procurement contracts, and other agreements for the supply of goods or materials used in the publication and distribution of the Company's products.

3.2.3 Copies of any exclusive distribution or supply arrangements to which MPH or any of its subsidiaries is a party, including exclusivity provisions, geographic restrictions, and product category limitations.

3.3 Author and Content License Agreements

3.3.1 Copies of all agreements with authors, editors, contributors, illustrators, translators, and other content creators, including publishing contracts, royalty agreements, advance payment schedules, options on future works, first-look rights, right-of-first-refusal provisions, and reversion clauses. To the extent that a comprehensive list of all such agreements is impracticable due to the volume of contracts, please provide:

(a) A summary schedule listing each agreement by author/creator name, title of work (or description of content), date of agreement, royalty rate, advance amount, and current contractual status;

(b) Copies of all author agreements involving advance payments or minimum guarantees in excess of $250,000; and

(c) Form agreements used for standard author contracts, together with identification of any material deviations from the standard form.

3.3.2 Copies of all content license agreements (both inbound and outbound), including licenses for the reproduction, distribution, adaptation, translation, digital publication, and sublicensing of content owned by or licensed to MPH or any of its subsidiaries. This request specifically encompasses the five (5) major author/content license agreements that have been identified as requiring consent from the counterparty in connection with a change-of-control transaction. Please identify each such agreement by counterparty name, subject matter, and the specific consent or notification provision.

3.3.3 Copies of any agreements with literary agents, literary agencies, or talent management firms acting on behalf of authors or content creators.

3.4 Customer and Revenue Contracts

3.4.1 A schedule of the top twenty-five (25) customers by revenue for each of FY2022 and FY2023, identifying for each customer the name, the revenue attributable to such customer in each period, the percentage of total revenue represented by such customer, and the primary products or services provided to such customer.

3.4.2 Copies of all agreements with major retail customers (including brick-and-mortar and online retailers), wholesale customers, educational institutions, library systems, school districts, and other institutional purchasers.

3.4.3 Copies of all subscription agreements, recurring revenue arrangements, and digital access agreements for Foxglove Periodicals and Bellweather Academic content, including institutional and individual subscription terms, pricing, auto-renewal provisions, and cancellation policies.

3.5 Vendor and Supplier Contracts

3.5.1 A schedule of the top twenty-five (25) vendors and suppliers by expenditure for each of FY2022 and FY2023, identifying for each vendor the name, the expenditure attributable to such vendor in each period, and the primary goods or services supplied.

3.5.2 Copies of all agreements with major vendors and suppliers, including agreements for printing services, warehousing and fulfillment services, freight and logistics services, technology and IT service providers, marketing and advertising services, and any other significant vendor relationships.

3.6 Change-of-Control and Consent Provisions

3.6.1 Identification of all contracts, agreements, permits, licenses, or other arrangements containing change-of-control provisions, assignment restrictions, or consent requirements that may be triggered by the proposed transaction, including but not limited to:

(a) The Oakbridge Distribution Alliance Agreement — please note the status of any consent requirement or notification obligation triggered by the proposed transaction, including any preliminary discussions with Oakbridge regarding consent;

(b) The five (5) major author/content license agreements identified as requiring counterparty consent in connection with a change-of-control transaction, with identification of each counterparty and the specific contractual provision;

(c) Four (4) of ten (10) real property leases identified as requiring landlord consent for assignment in connection with the proposed transaction, with identification of each landlord and property; and

(d) Any other contracts or arrangements containing anti-assignment clauses, consent-to-assignment provisions, change-of-control termination rights, or similar restrictions.

3.6.2 Copies of the relevant consent, notice, and change-of-control provisions from each such contract, extracted or highlighted for ease of review.

3.6.3 A description of the status of any preliminary discussions, negotiations, or correspondence with counterparties regarding the obtaining of required consents, waivers, or novations in connection with the proposed transaction.

3.7 Joint Ventures and Partnerships

3.7.1 Copies of all joint venture agreements, partnership agreements, strategic alliance agreements, co-publishing arrangements, collaboration agreements, or similar arrangements to which MPH or any of its subsidiaries is a party, including the governance, economic, and exit provisions thereof.

3.8 Non-Compete, Non-Solicitation, and Exclusivity Arrangements

3.8.1 Copies of all agreements (other than employment agreements, which are addressed in Category VI below) restricting the ability of MPH or any of its subsidiaries to compete in any geographic area, line of business, or market segment, including non-competition covenants, market allocation agreements, and territorial restrictions.

3.8.2 Copies of all exclusivity arrangements with customers, suppliers, distributors, or other counterparties, including exclusive publishing rights, exclusive distribution rights, and exclusive supply arrangements.

3.9 Government Contracts

3.9.1 Copies of all contracts, agreements, purchase orders, and blanket ordering agreements with federal, state, local, or foreign governmental entities, including educational content contracts with public school systems, state departments of education, universities, community colleges, government-funded educational programs, and public library systems. Please also identify any contracts subject to government contracting regulations, including the Federal Acquisition Regulation (FAR), state procurement codes, or equivalent foreign regulations.

3.10 Guaranty and Indemnification Agreements

3.10.1 Copies of all guaranty, indemnification, contribution, hold-harmless, or similar agreements to which MPH or any of its subsidiaries is a party (other than intercompany guaranty and indemnification arrangements previously addressed in Category I, Item 1.4.4 above), including guarantees of third-party obligations, indemnification provisions in commercial agreements (to the extent the indemnification exposure is material), and any contribution agreements.

CATEGORY IV: REAL PROPERTY

4.1 Owned Real Property

4.1.1 A complete schedule of all real property owned in fee simple (or otherwise) by MPH or any of its subsidiaries, including for each property:

(a) Street address and county;

(b) Legal description (or reference to the recorded deed);

(d) Approximate square footage;

(e) Year acquired; and

CALDERWOOD & HARKNESS LLP 425 Park Avenue New York, NY 10022
PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
DUE DILIGENCE REQUEST LIST
March 25, 2024
Right-click to update Table of Contents
INTRODUCTORY NOTES AND INSTRUCTIONS
This Due Diligence Request List (this "Request List") has been prepared by Calderwood & Harkness LLP on behalf of Aurelius Global Media Group PLC ("Aurelius Parent") and its subsidiary Aurelius Media Holdings Inc. ("Aurelius Holdings" and, together with Aurelius Parent, "Aurelius" or the "Seller") in connection with the proposed carve-out and divestiture of Meridian Press Holdings LLC ("MPH" or the "Target"). This Request List is designed to facilitate Seller's internal diligence review and preparation of disclosure schedules to accompany the definitive transaction documentation, including the membership interest purchase agreement and ancillary documents (collectively, the "Transaction Documents").
The Target, Meridian Press Holdings LLC, is a Delaware limited liability company (Delaware Secretary of State file no. 4521889) currently wholly owned by Aurelius Media Holdings Inc. (a Delaware corporation, Delaware Secretary of State file no. 5987324), which in turn is wholly owned by Aurelius Global Media Group PLC (incorporated in England and Wales, Companies House No. 08431276).
The scope of this Request List covers MPH and each of its direct and indirect subsidiaries, including the following entities:
(a) Meridian Distribution Services Inc. (a Delaware corporation, Delaware Secretary of State file no. 4736201);
(b) Bellweather Academic Press Inc. (a Delaware corporation, Delaware Secretary of State file no. 4801133);
(c) Foxglove Media LLC (a New York limited liability company); and
(d) Meridian Press Canada ULC (an unlimited liability company organized under the laws of the Province of British Columbia, Canada).
MPH and its subsidiaries are collectively referred to herein as the "Company" or the "Business." Unless otherwise indicated, references to MPH throughout this Request List should be understood to encompass each subsidiary of MPH as well.
The following general instructions apply to all responses to this Request List:
1.  Virtual Data Room. All responsive materials should be uploaded to the designated virtual data room established for this transaction (the "Data Room"). Hard copies of documents should be provided only where originals are required or where the nature of the document makes electronic reproduction impracticable. The Data Room provider and access credentials will be communicated under separate cover.
2.  Document Organization. Each document or group of documents uploaded to the Data Room should be identified by reference to the applicable category and item number set forth in this Request List (e.g., "Category I, Item 1.1.1"). To the extent a document is responsive to more than one request, it should be cross-referenced in the Data Room index.
3.  Not Exhaustive. This Request List is not intended to be exhaustive. Supplemental requests may be issued from time to time as the diligence review progresses and as additional information becomes available. The absence of a specific request for a particular document or category of information should not be construed as an indication that such document or information is not relevant to the diligence review.
4.  Time Periods. Unless otherwise specified, all references to time periods in this Request List refer to the last three (3) fiscal years — that is, the fiscal years ended December 31, 2021 ("FY2021"), December 31, 2022 ("FY2022"), and December 31, 2023 ("FY2023") — plus the current interim period through the most recent practicable date (collectively, the "Diligence Period"). Where a different time period is specified (e.g., "the last five years"), such specified period shall control.
5.  Completeness. Responses should include all amendments, modifications, supplements, side letters, waivers, and other related documents. Where a document has been superseded or replaced, both the original and the replacement should be provided, with an indication that the original has been superseded.
6.  Privilege. Nothing in this Request List is intended to request or require the production of any document or information that is subject to the attorney-client privilege, the work product doctrine, or any other applicable legal privilege. To the extent any responsive document is withheld on the basis of privilege, please provide a privilege log identifying the document, its date, its author and recipient(s), and the basis for the privilege assertion.
7.  Confidentiality. All information provided in response to this Request List will be treated as confidential in accordance with the terms of the applicable confidentiality agreement(s) executed among the parties in connection with the proposed transaction.
All questions and correspondence regarding this Request List should be directed to:
Megan Chu, Lead Associate Calderwood & Harkness LLP 425 Park Avenue New York, NY 10022 Telephone: (212) 555-4700
Email: mchu@calderwoodharkness.com
Derek Okonkwo, Working Associate Calderwood & Harkness LLP 425 Park Avenue New York, NY 10022 Telephone: (212) 555-4712
Email: dokonkwo@calderwoodharkness.com
CATEGORY I: CORPORATE AND ORGANIZATIONAL DOCUMENTS
1.1 Formation and Governance Documents
1.1.1 Certificate of formation (or certificate of organization) of Meridian Press Holdings LLC, as filed with the Secretary of State of the State of Delaware (file no. 4521889), together with all amendments, restatements, and certificates of amendment thereto.
1.1.2 The current limited liability company agreement (or operating agreement) of Meridian Press Holdings LLC, together with all amendments, restatements, and supplements thereto, including any joinder agreements executed by members or assignees.
1.1.3 Certificates of incorporation (or articles of incorporation) and bylaws for each corporate subsidiary of MPH, together with all amendments, restatements, and supplements thereto:
(a) Meridian Distribution Services Inc. (a Delaware corporation, Delaware Secretary of State file no. 4736201); and
(b) Bellweather Academic Press Inc. (a Delaware corporation, Delaware Secretary of State file no. 4801133).
1.1.4 Articles of organization (or certificate of formation) and operating agreement of Foxglove Media LLC (a New York limited liability company), together with all amendments, restatements, and supplements thereto.
1.1.5 Constating documents for Meridian Press Canada ULC (an unlimited liability company organized under the laws of the Province of British Columbia), including the memorandum of association, articles of association, notice of articles, and any amendments or alterations thereto, as well as any certificates of registration or continuation.
1.1.6 Minutes of all meetings and copies of all written consents (or resolutions in lieu of meetings) of the members, managers, board of directors, board of managers, shareholders, and any committees thereof, of MPH and each of its subsidiaries, for the Diligence Period. This request encompasses annual meetings, special meetings, and any actions taken by unanimous or majority written consent.
1.1.7 A complete and current organizational chart depicting the ownership structure of MPH and each of its subsidiaries, including:
(a) The relationship of MPH to Aurelius Media Holdings Inc. and Aurelius Global Media Group PLC;
(b) The direct and indirect ownership of each subsidiary of MPH;
(c) The percentage of membership interests, shares, or equity interests held by each record holder; and
(d) Identification of any minority or non-controlling interests, joint ventures, or equity investments held by MPH or any subsidiary, if applicable.
1.1.8 A complete list of all current and former "doing business as" (d/b/a) names, trade names, assumed names, and fictitious business names used by MPH and each of its subsidiaries in any jurisdiction, together with copies of any fictitious name or assumed name filings or registrations.
1.2 Qualification and Good Standing
1.2.1 Certificates of good standing, certificates of existence, or equivalent certificates from the Secretary of State (or equivalent authority) of the state or province of formation and each jurisdiction in which MPH or any of its subsidiaries is qualified, registered, or authorized to transact business.
1.2.2 A complete list of all jurisdictions in which MPH and each of its subsidiaries is currently qualified, registered, or authorized to do business, including the date of initial qualification in each jurisdiction and the current status of such qualification.
1.2.3 Copies of annual report filings (or equivalent periodic filings) made by MPH and each of its subsidiaries with the applicable Secretary of State or other governmental authority for the Diligence Period.
1.3 Capitalization.  1.3.1 A detailed schedule of all issued and outstanding membership interests, shares, equity interests, or other ownership units in MPH and each of its subsidiaries, identifying for each:
(a) The name of the record holder;
(b) The class, series, or type of interest;
(c) The number of units, shares, or percentage of interests held;
(d) The date of issuance; and
(e) Any vesting conditions or restrictions on transferability applicable thereto.
1.3.2 Copies of all agreements, options, warrants, convertible instruments, rights of conversion, exchange rights, subscription rights, or other securities or instruments conferring a right to acquire or receive equity interests in MPH or any of its subsidiaries, including without limitation any phantom equity plans, profits interest plans, management incentive units, stock appreciation rights, or similar incentive arrangements.
1.3.3 Copies of all provisions, agreements, or arrangements imposing restrictions on the transfer of equity interests in MPH or any of its subsidiaries, including rights of first refusal, co-sale rights (tag-along rights), drag-along rights, preemptive rights, call rights, put rights, or other similar provisions, whether contained in the governing documents or in separate agreements.
1.3.4 Copies of all equity grant agreements, equity incentive compensation arrangements, management equity plans, or management carve-out plans relating to the equity of MPH or any of its subsidiaries.
1.4 Intercompany Arrangements
1.4.1 Copies of all intercompany agreements, arrangements, and understandings (whether written or oral) between or among MPH or any of its subsidiaries, on the one hand, and Aurelius Global Media Group PLC, Aurelius Media Holdings Inc., or any other direct or indirect affiliate of Aurelius, on the other hand, including without limitation:
(a) Management services agreements;
(b) Shared services agreements (including human resources, accounting, finance, legal, IT, procurement, and corporate overhead services);
(c) Intercompany loan agreements and revolving credit facilities;
(d) Cash pooling, cash sweeping, or centralized treasury arrangements;
(e) Cost allocation and cost sharing agreements;
(f) intellectual property license agreements;
(g) Transition services agreements or any agreements contemplated in connection with the proposed carve-out; and
(h) Any other agreements or arrangements pursuant to which services, assets, or resources are provided between or among the Aurelius entities and the Business.
1.4.2 Copies of all intercompany promissory notes, demand notes, or other evidence of intercompany indebtedness between or among MPH or any of its subsidiaries and any Aurelius entity, including the $50,000,000 intercompany promissory note between Aurelius Media Holdings Inc. (as payee) and Meridian Press Holdings LLC (as maker), together with any related security agreements, guaranty agreements, collateral assignments, or subordination agreements.
1.4.3 A description of all intercompany transactions between or among MPH or any of its subsidiaries and any Aurelius entity during the Diligence Period, including a summary of:
(a) Transfer pricing arrangements and methodologies;
(b) Royalty payments (inbound and outbound);
(c) Management fees, administrative charges, and corporate overhead allocations;
(d) Interest payments on intercompany indebtedness;
(e) Capital contributions and distributions; and
(f) Any other material financial flows between the Business and the broader Aurelius group.
1.4.4 Copies of all guarantees, indemnification agreements, comfort letters, or other forms of credit support provided by MPH or any of its subsidiaries on behalf of Aurelius or any Aurelius affiliate, and vice versa, including guarantees of third-party indebtedness, lease guarantees, performance guarantees, and surety arrangements.
1.5 Powers of Attorney and Authorized Signatories
1.5.1 Copies of all outstanding powers of attorney, whether general or limited, granted by or on behalf of MPH or any of its subsidiaries, identifying the principal, the agent, the scope of authority granted, and the date of execution.
1.5.2 A current list of all authorized signatories for MPH and each of its subsidiaries, including authorized signatories for:
(a) Bank accounts and financial instruments;
(b) Contractual and commercial matters;
(c) Government filings and regulatory submissions;
(d) Tax returns and tax-related correspondence; and
(e) Litigation and legal proceedings.
CATEGORY II: FINANCIAL INFORMATION
2.1 Historical Financial Statements
2.1.1 Audited consolidated financial statements of Aurelius Global Media Group PLC for FY2021, FY2022, and FY2023, including the balance sheet, income statement, statement of comprehensive income, statement of cash flows, and statement of changes in equity, together with all accompanying notes and the independent auditor's report. For reference, Aurelius Parent's FY2023 consolidated revenues were approximately £3.8 billion.
2.1.2 Carve-out financial statements (both audited and unaudited) for Meridian Press Holdings LLC and its subsidiaries for FY2021, FY2022, and FY2023, including the balance sheet, income statement, statement of cash flows, and all accompanying notes and schedules. The audited carve-out financial statements were prepared by Pemberton Graves LLP (engagement partner Robert Ainsley). For reference, the Company's FY2023 revenue was approximately $1,140,000,000, with Adjusted EBITDA of approximately $96,000,000 (representing an Adjusted EBITDA margin of approximately 8.4%). Please include:
(a) The independent auditor's report issued by Pemberton Graves LLP on the carve-out financial statements;
(b) Any supplemental or supporting schedules prepared in connection with the carve-out financial statements;
(c) Documentation of the basis of preparation for the carve-out financial statements, including the methodology for allocating shared costs, corporate overhead, and shared assets and liabilities between the Business and the retained Aurelius operations; and
(d) Any comfort letters, agreed-upon procedures reports, or other deliverables provided by Pemberton Graves LLP in connection with the carve-out financial statements.
2.1.3 Unaudited interim financial statements (monthly and quarterly) for MPH and its subsidiaries for the current fiscal year (FY2024) through the most recent available period, including the balance sheet, income statement, and statement of cash flows, together with any management commentary or variance analysis.
2.1.4 Copies of all management letters, internal control deficiency communications, or other written communications from Pemberton Graves LLP to the management or the board of directors (or equivalent governing body) of MPH or Aurelius regarding the carve-out financial statements or the Business, including communications regarding significant deficiencies, material weaknesses, or other observations.
2.1.5 A comprehensive description of all accounting policies, practices, and methodologies employed in preparing the carve-out financial statements, including:
(a) Revenue recognition policies, including timing and methods for recognition of book sales, subscription revenue, licensing revenue, and content royalty income;
(b) Inventory valuation methods and policies regarding returns reserves, remaindering, and write-downs;
(c) Depreciation and amortization methods and useful life assumptions;
(d) Impairment testing methodologies for goodwill, intangible assets, and long-lived assets;
(e) Lease accounting policies under ASC 842;
(f) Any deviations from U.S. generally accepted accounting principles ("GAAP") or reconciliation items between the Company's GAAP basis and the Aurelius group's IFRS basis; and
(g) Any changes in accounting policies or practices during the Diligence Period, including the reasons for such changes and their financial impact.
2.2 Adjusted EBITDA and Financial Adjustments
2.2.1 A detailed reconciliation of Adjusted EBITDA to net income (or net loss) for each of FY2021, FY2022, and FY2023, clearly identifying each adjustment category and the dollar amount of each adjustment, including but not limited to adjustments for:
(a) Interest expense (including intercompany interest);
(b) Income tax expense (benefit);
(c) Depreciation and amortization;
(d) Non-cash charges (including stock-based compensation, impairment charges, and mark-to-market adjustments);
(e) Restructuring and reorganization charges;
(f) Transaction-related costs;
(g) Non-recurring litigation costs or settlements;
(h) Corporate overhead allocations from Aurelius;
(i) Management fees and shared services charges from Aurelius; and
(j) Any other adjustments included in management's calculation of Adjusted EBITDA.
2.2.2 Schedules of all non-recurring, unusual, or one-time items included in the Adjusted EBITDA calculations, with supporting documentation for each item, including the nature, amount, and basis for characterizing the item as non-recurring.
2.2.3 Copies of any quality of earnings analyses, reports, or similar financial analyses prepared by management, Pemberton Graves LLP, or any third-party consultant or advisor in connection with the Business or the proposed transaction.
2.3 Working Capital
2.3.1 Monthly net working capital schedules for each of the last twenty-four (24) months, with detail by component, including each line item of current assets (e.g., accounts receivable, inventory, prepaid expenses, and other current assets) and current liabilities (e.g., accounts payable, accrued expenses, deferred revenue, and other current liabilities).
2.3.2 A description of the methodology used for calculating net working capital for purposes of the proposed transaction, including a clear identification of all inclusions, exclusions, and normalization adjustments. Please identify any items that are customarily excluded from net working capital in transactions of this nature (e.g., cash, debt, intercompany balances, income tax assets and liabilities, and deferred tax assets and liabilities).
2.3.3 A seasonality analysis for the Company's working capital, identifying cyclical peaks and troughs throughout the fiscal year and the key drivers of seasonal variation, including the timing of returns from book retailers, academic adoption cycles, periodical subscription renewal periods, and seasonal inventory build-up. This analysis should address the relevance of seasonality to the timing of a potential closing.
2.3.4 Historical net working capital levels relative to the $145,000,000 normalized working capital baseline (the "NWC Peg") currently under consideration in connection with the transaction, including the variance of actual monthly working capital from the NWC Peg for each month of the Diligence Period.
2.4 Indebtedness and Capital Lease Obligations
2.4.1 A complete schedule of all outstanding indebtedness (funded and unfunded) of MPH and each of its subsidiaries, including for each obligation:
(a) The identity of the lender, creditor, or noteholder;
(b) The original and current outstanding principal amount;
(c) The applicable interest rate (fixed or variable) and any default rate;
(d) The maturity date and amortization schedule;
(e) Any prepayment penalties, make-whole premiums, or call protection provisions;
(f) A description of any collateral or security interests granted; and
(g) Any cross-default, cross-acceleration, or other cross-collateralization provisions.
2.4.2 Copies of all loan agreements, credit agreements, indentures, promissory notes, and related security agreements, pledge agreements, guaranty agreements, intercreditor agreements, and subordination agreements, including the $50,000,000 intercompany promissory note payable to Aurelius Media Holdings Inc. and documents evidencing $12,500,000 in capital lease obligations, together with all amendments, modifications, supplements, and waivers thereto.
2.4.3 A schedule of all capital lease obligations (or finance lease obligations under ASC 842) of MPH and each of its subsidiaries, together with copies of the underlying lease agreements, amortization schedules, and a breakdown of remaining payment obligations by period.
2.4.4 Copies of all outstanding letters of credit, surety bonds, performance bonds, bid bonds, or similar credit support instruments issued for the account of or on behalf of MPH or any of its subsidiaries, including the identity of the issuing institution, the beneficiary, the face amount, and the expiration date.
2.4.5 Copies of any correspondence with lenders, lessors, or noteholders regarding defaults, potential defaults, events of default, waivers, amendments, or forbearance arrangements during the Diligence Period.
2.5 Projections and Budgets
2.5.1 Annual operating budgets for FY2024, together with any multi-year financial projections, forecasts, or financial models prepared by management of MPH or its subsidiaries, or by Aurelius management on behalf of the Business.
2.5.2 Capital expenditure budgets for FY2024 and the next three fiscal years (FY2025 through FY2027), including a breakdown by project, category (maintenance vs. growth), and expected timing of expenditures.
2.5.3 Copies of any board-approved strategic plans, business plans, long-range planning documents, or market analyses for the Business, including any documents prepared in connection with the contemplated divestiture.
2.6 Cash and Banking
2.6.1 A complete schedule of all bank accounts, brokerage accounts, money market accounts, and investment accounts maintained by MPH and each of its subsidiaries, including for each account:
(a) The name and address of the financial institution;
(b) The account number;
(c) The type of account;
(d) The currency denomination;
(e) The current balance; and
(f) A list of all authorized signatories and persons with access to the account.
2.6.2 An estimate of the closing cash balance expected to be on the balance sheet of MPH and its subsidiaries at the anticipated closing date, taking into account anticipated receipts, disbursements, and seasonal patterns. The current estimate of closing cash is approximately $8,200,000.
2.6.3 A description of all cash management and cash pooling arrangements between MPH or its subsidiaries and Aurelius entities, including the mechanics of cash sweeping, zero-balance account structures, centralized treasury functions, and the proposed unwinding of such arrangements in connection with the carve-out.
2.7 Transaction Expenses
2.7.1 A schedule of all estimated transaction expenses of the Target, including legal fees, accounting and audit fees, financial advisory fees, investment banking fees, consulting fees, and other professional fees expected to be incurred by or on behalf of the Business in connection with the proposed transaction. The current estimate of aggregate transaction expenses is approximately $4,700,000. Please identify each advisor or service provider, the nature of the engagement, and the estimated amount of fees payable.
CATEGORY III: MATERIAL CONTRACTS
3.1 General Contract Inventory
3.1.1 A comprehensive schedule of all contracts, agreements, commitments, and arrangements (whether written or oral) to which MPH or any of its subsidiaries is a party, or by which any of their respective assets or properties are bound, that involve:
(a) Annual revenues in excess of $500,000;
(b) Annual expenditures in excess of $500,000;
(c) Aggregate commitments or obligations in excess of $1,000,000; or
(d) Terms, conditions, or obligations that are otherwise material to the operation, financial condition, or prospects of the Business.
3.1.2 Copies of each such contract, together with all amendments, modifications, supplements, extensions, renewals, side letters, and related correspondence.
3.2 Distribution and Supply Agreements
3.2.1 Copies of all distribution agreements to which MPH or any of its subsidiaries is a party, including the Oakbridge Distribution Alliance Agreement, with a summary of the material terms, including term and renewal provisions, termination provisions (including termination for convenience and termination for cause), exclusivity provisions, minimum volume or purchase commitments, pricing terms, and any change-of-control provisions that require consent, notice, or that trigger termination rights in connection with a change of ownership of the Business.
3.2.2 Copies of all supply agreements, printing agreements, paper and materials procurement contracts, and other agreements for the supply of goods or materials used in the publication and distribution of the Company's products.
3.2.3 Copies of any exclusive distribution or supply arrangements to which MPH or any of its subsidiaries is a party, including exclusivity provisions, geographic restrictions, and product category limitations.
3.3 Author and Content License Agreements
3.3.1 Copies of all agreements with authors, editors, contributors, illustrators, translators, and other content creators, including publishing contracts, royalty agreements, advance payment schedules, options on future works, first-look rights, right-of-first-refusal provisions, and reversion clauses. To the extent that a comprehensive list of all such agreements is impracticable due to the volume of contracts, please provide:
(a) A summary schedule listing each agreement by author/creator name, title of work (or description of content), date of agreement, royalty rate, advance amount, and current contractual status;
(b) Copies of all author agreements involving advance payments or minimum guarantees in excess of $250,000; and
(c) Form agreements used for standard author contracts, together with identification of any material deviations from the standard form.
3.3.2 Copies of all content license agreements (both inbound and outbound), including licenses for the reproduction, distribution, adaptation, translation, digital publication, and sublicensing of content owned by or licensed to MPH or any of its subsidiaries. This request specifically encompasses the five (5) major author/content license agreements that have been identified as requiring consent from the counterparty in connection with a change-of-control transaction. Please identify each such agreement by counterparty name, subject matter, and the specific consent or notification provision.
3.3.3 Copies of any agreements with literary agents, literary agencies, or talent management firms acting on behalf of authors or content creators.
3.4 Customer and Revenue Contracts
3.4.1 A schedule of the top twenty-five (25) customers by revenue for each of FY2022 and FY2023, identifying for each customer the name, the revenue attributable to such customer in each period, the percentage of total revenue represented by such customer, and the primary products or services provided to such customer.
3.4.2 Copies of all agreements with major retail customers (including brick-and-mortar and online retailers), wholesale customers, educational institutions, library systems, school districts, and other institutional purchasers.
3.4.3 Copies of all subscription agreements, recurring revenue arrangements, and digital access agreements for Foxglove Periodicals and Bellweather Academic content, including institutional and individual subscription terms, pricing, auto-renewal provisions, and cancellation policies.
3.5 Vendor and Supplier Contracts
3.5.1 A schedule of the top twenty-five (25) vendors and suppliers by expenditure for each of FY2022 and FY2023, identifying for each vendor the name, the expenditure attributable to such vendor in each period, and the primary goods or services supplied.
3.5.2 Copies of all agreements with major vendors and suppliers, including agreements for printing services, warehousing and fulfillment services, freight and logistics services, technology and IT service providers, marketing and advertising services, and any other significant vendor relationships.
3.6 Change-of-Control and Consent Provisions
3.6.1 Identification of all contracts, agreements, permits, licenses, or other arrangements containing change-of-control provisions, assignment restrictions, or consent requirements that may be triggered by the proposed transaction, including but not limited to:
(a) The Oakbridge Distribution Alliance Agreement — please note the status of any consent requirement or notification obligation triggered by the proposed transaction, including any preliminary discussions with Oakbridge regarding consent;
(b) The five (5) major author/content license agreements identified as requiring counterparty consent in connection with a change-of-control transaction, with identification of each counterparty and the specific contractual provision;
(c) Four (4) of ten (10) real property leases identified as requiring landlord consent for assignment in connection with the proposed transaction, with identification of each landlord and property; and
(d) Any other contracts or arrangements containing anti-assignment clauses, consent-to-assignment provisions, change-of-control termination rights, or similar restrictions.
3.6.2 Copies of the relevant consent, notice, and change-of-control provisions from each such contract, extracted or highlighted for ease of review.
3.6.3 A description of the status of any preliminary discussions, negotiations, or correspondence with counterparties regarding the obtaining of required consents, waivers, or novations in connection with the proposed transaction.
3.7 Joint Ventures and Partnerships
3.7.1 Copies of all joint venture agreements, partnership agreements, strategic alliance agreements, co-publishing arrangements, collaboration agreements, or similar arrangements to which MPH or any of its subsidiaries is a party, including the governance, economic, and exit provisions thereof.
3.8 Non-Compete, Non-Solicitation, and Exclusivity Arrangements
3.8.1 Copies of all agreements (other than employment agreements, which are addressed in Category VI below) restricting the ability of MPH or any of its subsidiaries to compete in any geographic area, line of business, or market segment, including non-competition covenants, market allocation agreements, and territorial restrictions.
3.8.2 Copies of all exclusivity arrangements with customers, suppliers, distributors, or other counterparties, including exclusive publishing rights, exclusive distribution rights, and exclusive supply arrangements.
3.9 Government Contracts
3.9.1 Copies of all contracts, agreements, purchase orders, and blanket ordering agreements with federal, state, local, or foreign governmental entities, including educational content contracts with public school systems, state departments of education, universities, community colleges, government-funded educational programs, and public library systems. Please also identify any contracts subject to government contracting regulations, including the Federal Acquisition Regulation (FAR), state procurement codes, or equivalent foreign regulations.
3.10 Guaranty and Indemnification Agreements
3.10.1 Copies of all guaranty, indemnification, contribution, hold-harmless, or similar agreements to which MPH or any of its subsidiaries is a party (other than intercompany guaranty and indemnification arrangements previously addressed in Category I, Item 1.4.4 above), including guarantees of third-party obligations, indemnification provisions in commercial agreements (to the extent the indemnification exposure is material), and any contribution agreements.
CATEGORY IV: REAL PROPERTY
4.1 Owned Real Property
4.1.1 A complete schedule of all real property owned in fee simple (or otherwise) by MPH or any of its subsidiaries, including for each property:
(a) Street address and county;
(b) Legal description (or reference to the recorded deed);
(c) Current use (e.g., distribution center, warehouse, office, printing facility);
(d) Approximate square footage;
(e) Year acquired; and
(f) Current book value and any recent appraised value.
Known owned properties include the following distribution center locations:
(i) 45 Fieldcrest Avenue, Edison, NJ 08837;
(ii) 2200 Westbelt Drive, Columbus, OH 43228;
(iii) 8700 Freeport Parkway, Dallas, TX 75063; and
(iv) 1400 Scheels Drive, Reno, NV 89502.
4.1.2 Copies of deeds (including warranty deeds, quitclaim deeds, and special warranty deeds), title insurance policies, title insurance commitments, and surveys (including ALTA/NSPS surveys) for each owned property.
4.1.3 Copies of all mortgages, deeds of trust, security deeds, liens, and encumbrances of record against each owned property, including any UCC financing statements filed with respect to fixtures.
4.1.4 Copies of the most recent property tax bills, assessments, and assessment notices for each owned property, and confirmation of current payment status.
4.1.5 Copies of any appraisals, environmental site assessments (both Phase I and Phase II), engineering reports, structural assessments, and facility condition reports prepared for any owned property during the last five years.
4.1.6 Copies of zoning confirmations, zoning compliance letters, certificates of occupancy, building permits, and any pending or threatened condemnation, eminent domain, or taking proceedings affecting any owned property.
4.2 Leased Real Property
4.2.1 A complete schedule of all real property leased, subleased, or otherwise occupied by MPH or any of its subsidiaries, including for each property:
(a) Street address;
(b) Name and contact information of the landlord (or sublandlord);
(c) Lease commencement and expiration dates;
(d) Current monthly or annual rental amounts, including base rent and estimated CAM, tax, and insurance pass-throughs;
(e) Renewal and extension options;
(f) Security deposit amount and status;
(g) Current use (e.g., warehouse, office, distribution); and
(h) Approximate square footage.
Known leased properties include eight (8) leased warehouse and office locations across the United States and two (2) leased locations in Canada (Toronto, Ontario and Vancouver, British Columbia).
4.2.2 Copies of all lease agreements, sublease agreements, license agreements, and amendments, modifications, extensions, and renewals thereto, for each leased property.
4.2.3 Identification of all leases that require landlord consent, waiver, or approval for assignment, subletting, or change of control in connection with the proposed transaction. Four (4) of the ten (10) identified leases have been determined to require landlord consent. Please identify each such lease and the specific consent provision.
4.2.4 Copies of any estoppel certificates, subordination, non-disturbance, and attornment (SNDA) agreements, landlord waivers, or collateral access agreements executed in connection with any leased property.
4.2.5 Copies of any notices of default, notices to cure, or notices of termination from or to landlords during the Diligence Period, and a description of the current status of any defaults or disputes.
4.3 Shared Space
4.3.1 A description of any shared space arrangements between the Business and Aurelius or any of its affiliates, including the office space located at 1180 Avenue of the Americas, 22nd Floor, New York, NY 10036, which serves as the principal office of MPH and is currently maintained under a lease held by an Aurelius entity. Please describe the contemplated post-closing arrangement with respect to this space, including any provisions to be addressed in a transition services agreement.
4.3.2 A description of any allocation methodologies currently used for shared space costs, including the basis for allocating rent, utilities, common area maintenance charges, property taxes, and insurance costs between the Business and Aurelius or its affiliates.
CATEGORY V: INTELLECTUAL PROPERTY
5.1 Trademarks and Service Marks
5.1.1 A complete schedule of all registered trademarks, service marks, and pending applications owned by or licensed to MPH or any of its subsidiaries, including for each mark:
(a) The mark (word mark, design mark, or combined mark);
(b) The registration number (or application serial number, if pending);
(c) The jurisdiction of registration or application;
(d) The international class(es) of goods and services covered;
(e) The date of registration (or filing date, if pending);
(f) The next renewal date;
(g) The current status (registered, pending, renewed, expired); and
(h) The record owner.
Key marks are expected to include, without limitation:
(i) "Meridian Press" — United States and Canadian registrations;
(ii) "Bellweather Academic" — United States and Canadian registrations;
(iii) "Foxglove" — United States and Canadian registrations; and
(iv) All associated logos, design marks, and composite marks.
5.1.2 Copies of registration certificates, certificates of renewal, and file histories (or certified copies thereof) for each registered trademark.
5.1.3 Identification and description of any common-law trademarks, service marks, or trade dress used by MPH or any of its subsidiaries but not registered, including the date of first use, geographic scope of use, and goods or services with which the mark is used.
5.1.4 Copies of all trademark license agreements (inbound and outbound) to which MPH or any of its subsidiaries is a party, including any existing license-back arrangements with Aurelius or its affiliates for the "Meridian" name, the "Aurelius" name, or any other marks, and any transitional trademark license agreements contemplated in connection with the carve-out.
5.1.5 A description of any opposition proceedings, cancellation proceedings, interference proceedings, or infringement actions (pending, threatened, or concluded) involving any trademark owned by or licensed to MPH or any of its subsidiaries, including copies of relevant filings and correspondence.
5.2 Copyrights.  5.2.1 A schedule of all copyrights registered with the United States Copyright Office (or any foreign equivalent) and all pending copyright applications, owned by MPH or any of its subsidiaries, including the registration number, title of work, date of registration, and record claimant.
5.2.2 A general description of the copyright portfolio of the Business, including:
(a) The total number of published titles in the active catalog and backlist;
(b) The scope and nature of periodical content published by Foxglove Media LLC;
(c) The scope and nature of educational and academic materials published by Bellweather Academic Press Inc.;
(d) Any digital content, audiobook content, or multimedia content; and
(e) Any works in the public domain or for which copyright has expired.
5.2.3 Copies of all copyright license agreements (inbound and outbound) to which MPH or any of its subsidiaries is a party, including licenses for the reproduction, distribution, display, public performance, derivative work creation, translation, and digital transmission of copyrighted works.
5.3 ISBN and ISSN Assignments
5.3.1 A schedule of all International Standard Book Number (ISBN) prefix assignments held by MPH or any of its subsidiaries, including the specific prefix(es) assigned, the assigning agency, and confirmation of the entity holding each prefix.
5.3.2 A schedule of all International Standard Serial Number (ISSN) assignments for periodical publications issued by MPH or any of its subsidiaries, including the title of the periodical and the ISSN assigned.
5.4 Domain Names
5.4.1 A complete schedule of all Internet domain names owned, registered, or controlled by MPH or any of its subsidiaries, including the domain name, the registrar, the registration date, the expiration date, and the registrant of record.
5.4.2 Identification of any domain names that are currently shared with, controlled by, or registered in the name of Aurelius or any of its affiliates that relate to the Business and that will need to be transferred, partitioned, or re-registered in connection with the carve-out.
5.5 Patents.  5.5.1 A schedule of all patents and patent applications owned by or licensed to MPH or any of its subsidiaries, including any technology-related patents or applications for digital publishing systems, content distribution technology, e-reader technology, digital rights management systems, or similar inventions. For each patent or application, please provide the patent number (or application serial number), title, jurisdiction, filing date, issue date, expiration date, and record owner.
5.6 Trade Secrets and Proprietary Information
5.6.1 A description of any trade secrets, proprietary algorithms, proprietary databases, customer lists, pricing methodologies, editorial processes, market research, or know-how that is material to the Business and that derives economic value from not being generally known.
5.6.2 A description of the measures taken by MPH and its subsidiaries to protect trade secrets and confidential information, including physical security measures, electronic access controls, confidentiality agreements with employees and third parties, information classification policies, and incident response protocols.
5.7 IP Agreements
5.7.1 Copies of all intellectual property assignment agreements, including employee and independent contractor invention assignment agreements, work-for-hire agreements, and copyright assignment agreements.
5.7.2 Copies of all technology license agreements (inbound and outbound) to which MPH or any of its subsidiaries is a party, including software licenses (perpetual and subscription), platform licenses, application programming interface (API) licenses, and open-source software licenses.
5.7.3 Copies of all agreements relating to the development, maintenance, hosting, or operation of digital content platforms, e-commerce websites, mobile applications, or other technology systems used in the Business.
5.8 IP Disputes
5.8.1 A description of any threatened, pending, or concluded intellectual property disputes involving MPH or any of its subsidiaries, including:
(a) Patent infringement claims (by or against MPH or any subsidiary);
(b) Copyright infringement claims (by or against MPH or any subsidiary);
(c) Trademark infringement, dilution, or unfair competition claims;
(d) Trade secret misappropriation claims;
(e) Cease-and-desist letters sent or received; and
(f) Copies of any settlement agreements, consent judgments, or coexistence agreements resulting from IP disputes.
CATEGORY VI: EMPLOYEES AND BENEFITS
6.1 Employee Census and Organization
6.1.1 A current employee census for MPH and each of its subsidiaries, listing each employee by:
(a) Name;
(b) Title or position;
(c) Department or functional area;
(d) Entity of employment (i.e., which subsidiary is the employing entity);
(e) Hire date (and any adjusted service date, if applicable);
(f) Work location (city, state/province);
(g) Full-time or part-time status;
(h) Exempt or non-exempt classification under the Fair Labor Standards Act (or applicable state/provincial equivalent);
(i) Current annual base salary or hourly rate of pay; and
(j) Bonus, commission, or incentive compensation eligibility and target amounts.
Approximately 2,400 employees are expected to be identified across MPH and its subsidiaries.
6.1.2 A current organizational chart showing reporting relationships for all senior management, department heads, and direct reports to the President, including key personnel such as Jonathan Kessler (President) and Angela Moretti (SVP Finance), and extending down to at least the second level of management below the President.
6.1.3 A list of all employees currently on leave of absence, identifying the type of leave (including leave under the Family and Medical Leave Act, state or local family leave laws, short-term or long-term disability, workers' compensation, military leave, and personal leave), the date leave commenced, and the anticipated date of return (if known).
6.1.4 Identification of all employees who are currently employed by Aurelius or any Aurelius affiliate (rather than by MPH or its subsidiaries) but who provide services to the Business (i.e., "shared employees" or "dual-hat employees"), together with a description of their roles, the percentage of their time allocated to the Business, and the cost allocation methodology for their compensation and benefits.
6.2 Employment Agreements
6.2.1 Copies of all written employment agreements, offer letters, engagement letters, and appointment letters for employees of MPH and each of its subsidiaries, including agreements with executive officers and senior management.
6.2.2 Copies of all consulting agreements, independent contractor agreements, freelance agreements, and advisory agreements pursuant to which individuals or entities provide services to MPH or any of its subsidiaries.
6.2.3 Copies of all severance agreements, separation agreements, release agreements, and change-of-control agreements to which MPH or any of its subsidiaries is a party, together with confirmation as to whether any change-of-control severance payments or benefits are triggered by the proposed transaction.
6.2.4 Copies of all non-competition agreements, non-solicitation agreements (of employees and/or customers), confidentiality and non-disclosure agreements, and invention assignment agreements with current and former employees of MPH and each of its subsidiaries.
6.3 Key Employee Retention
6.3.1 A description of any key employee retention arrangements established in connection with the proposed transaction or otherwise currently in effect, including the retention agreements entered into with the twelve (12) senior managers identified as critical to the continuity and ongoing operations of the Business. The aggregate retention pool is understood to be approximately $7,200,000, with fifty percent (50%) of each individual's retention amount payable at the closing of the proposed transaction and the remaining fifty percent (50%) payable on the twelve (12)-month anniversary of closing, subject to continued employment. Please provide:
(a) A schedule identifying each participant by name, title, and individual retention amount;
(b) The vesting and payment terms, including any accelerated vesting triggers; and
(c) Any clawback or forfeiture provisions.
6.3.2 Copies of all executed retention bonus agreements, retention letters, or side agreements relating to the retention arrangements described above.
6.4 Compensation Plans
6.4.1 A description of all compensation plans and programs maintained by MPH or any of its subsidiaries, including base salary structures, salary grades or bands, annual merit increase guidelines, annual bonus plans, spot bonus programs, commission plans, sales incentive plans, and other incentive compensation arrangements.
6.4.2 Copies of all equity or equity-based compensation plans, including any phantom equity plans, profits interest plans, restricted unit plans, stock option plans, long-term incentive plans, or deferred compensation arrangements, together with all outstanding award agreements and a summary of awards granted, vested, and outstanding.
6.4.3 Historical bonus and incentive payout data for the Diligence Period, including target and actual payouts by plan, by level, and in the aggregate.
6.5 Employee Benefit Plans
6.5.1 A complete schedule and copies of all employee benefit plans, programs, policies, and arrangements maintained by, contributed to, or required to be contributed to by MPH, any of its subsidiaries, or any Aurelius affiliate for the benefit of current or former employees of the Business (or their dependents or beneficiaries), including without limitation:
(a) Defined benefit pension plans (including any frozen or terminated plans);
(b) 401(k) plans or other defined contribution retirement plans;
(c) Profit-sharing plans;
(d) Group health insurance plans (medical, dental, vision);
(e) Group life insurance plans;
(f) Short-term and long-term disability insurance plans;
(g) Flexible spending accounts (healthcare and dependent care);
(h) Health savings accounts;
(i) Health reimbursement arrangements;
(j) Employee assistance programs;
(k) Tuition reimbursement and educational assistance programs;
(l) Supplemental executive retirement plans (SERPs) and nonqualified deferred compensation plans;
(m) Severance pay plans or policies;
(n) Paid time off, vacation, and sick leave policies;
(o) Retiree health or welfare benefit plans; and
(p) Any other welfare benefit plans, fringe benefit programs, or perquisites.
6.5.2 Copies of the most recent Form 5500 annual reports (including all schedules and attachments) and summary plan descriptions (and summaries of material modifications) for each plan subject to ERISA.
6.5.3 Copies of any actuarial reports, funding status assessments, and Pension Benefit Guaranty Corporation (PBGC) filings or communications for any defined benefit pension plans, including the most recent actuarial valuation reports and funded status calculations.
6.5.4 Identification of any multiemployer plans (as defined in ERISA Section 3(37)) or jointly-sponsored plans to which MPH or any subsidiary contributes or has contributed, together with copies of any withdrawal liability notices or assessments.
6.5.5 Copies of all plan amendments (adopted or proposed) for each employee benefit plan during the Diligence Period.
6.5.6 Copies of all nondiscrimination testing results (ADP, ACP, coverage testing under Section 410(b), and top-heavy testing under Section 416) for each applicable plan for the Diligence Period, together with any corrective actions taken in response to failed testing.
6.6 Canadian Employees
6.6.1 An employee census specific to Meridian Press Canada ULC, including employment terms, applicable benefit plans, pension or registered retirement savings plan arrangements, and any collective agreements applicable to Canadian employees.
6.6.2 Copies of any complaints, proceedings, or orders under applicable Canadian employment standards legislation, occupational health and safety legislation, human rights legislation, or pay equity legislation relating to Meridian Press Canada ULC or its employees.
6.7 Labor Relations
6.7.1 Identification of any collective bargaining agreements, memoranda of understanding, or other labor agreements to which MPH or any of its subsidiaries is a party, including identification of the applicable bargaining unit and union. Copies of all such agreements should be provided, together with any pending proposals for negotiation or renegotiation.
6.7.2 Copies of any filings with the National Labor Relations Board (NLRB), any state labor relations board, or any Canadian labor relations board, including representation petitions, decertification petitions, unfair labor practice charges, and arbitration proceedings, during the last five years.
6.7.3 A description of any work stoppages, strikes, lockouts, slowdowns, picketing, or similar labor disputes involving employees of MPH or any of its subsidiaries during the last five years.
6.8 Employment Litigation and Compliance
6.8.1 A description of any pending or threatened employment-related claims, charges, complaints, grievances, or investigations involving MPH or any of its subsidiaries, including matters filed with or before the Equal Employment Opportunity Commission (EEOC), the U.S. Department of Labor (DOL), the Occupational Safety and Health Administration (OSHA), any state or local civil rights or human rights agency, any Canadian human rights commission, or any court of competent jurisdiction.
6.8.2 A description of any wage and hour audits, investigations, claims, or lawsuits (including class or collective action claims) involving MPH or any of its subsidiaries during the last five years.
6.8.3 A description of any worker classification audits, investigations, or disputes (employee vs. independent contractor) involving MPH or any of its subsidiaries during the last five years, including any IRS, DOL, or state agency determinations or assessments.
6.8.4 Copies of any Worker Adjustment and Retraining Notification Act (WARN Act) notices or equivalent state "mini-WARN" notices issued by MPH or any of its subsidiaries during the Diligence Period.
6.8.5 Copies of all settlement agreements, releases, and consent decrees relating to employment matters involving MPH or any of its subsidiaries during the last five years.
CATEGORY VII: ENVIRONMENTAL MATTERS
7.1 Environmental Compliance
7.1.1 A schedule and copies of all environmental permits, licenses, registrations, authorizations, and approvals currently held by MPH or any of its subsidiaries, including air emission permits, wastewater discharge permits, stormwater permits, hazardous waste generator permits, and any other permits required under applicable federal, state, local, or foreign environmental laws and regulations.
7.1.2 Copies of all Phase I environmental site assessments and Phase II environmental site assessments (including subsurface investigations and sampling results) for any real property currently or formerly owned, leased, or operated by MPH or any of its subsidiaries.
7.1.3 Copies of any environmental audits, compliance assessments, environmental management system certifications, or inspection reports conducted by or on behalf of MPH, any of its subsidiaries, or any governmental authority during the last five years.
7.2 Environmental Liabilities
7.2.1 A description of any pending, threatened, or concluded environmental claims, proceedings, investigations, enforcement actions, or compliance orders involving MPH or any of its subsidiaries, including matters arising under the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA/Superfund), the Resource Conservation and Recovery Act (RCRA), the Clean Air Act, the Clean Water Act, the Toxic Substances Control Act, and their state, local, and Canadian equivalents.
7.2.2 A description of any remediation obligations, environmental cleanup requirements, environmental liens, deed restrictions, institutional controls, or engineering controls affecting any real property currently or formerly owned, leased, or operated by MPH or any of its subsidiaries.
7.2.3 Copies of any reports of releases, spills, or discharges of hazardous substances, pollutants, or contaminants filed with or reported to any governmental authority, including any notices of potential liability, potentially responsible party (PRP) letters, or information requests received from governmental authorities.
7.3 Hazardous Materials
7.3.1 A description of the use, storage, generation, transportation, treatment, and disposal of hazardous materials, hazardous wastes, and hazardous substances by MPH or any of its subsidiaries, including printing chemicals, inks, solvents, cleaning agents, petroleum products, and waste products at distribution centers, printing facilities, and warehouse locations.
7.3.2 Copies of hazardous waste generator registrations (including EPA identification numbers), waste manifests, and records of off-site waste disposal or treatment for the Diligence Period.
7.4 Underground Storage Tanks
7.4.1 Identification and description of any underground storage tanks (whether active, temporarily closed, or permanently decommissioned) located on any real property currently or formerly owned, leased, or operated by MPH or any of its subsidiaries, including registration documentation, tank integrity testing results, and closure reports.
CATEGORY VIII: LITIGATION AND LEGAL PROCEEDINGS
8.1 Pending Litigation
8.1.1 A complete schedule of all pending or threatened lawsuits, arbitrations, mediations, administrative proceedings, or governmental investigations involving MPH or any of its subsidiaries, regardless of the amount in controversy, including for each matter:
(a) The parties involved;
(b) The court, tribunal, or agency before which the matter is pending;
(c) The case number or docket number;
(d) A brief description of the nature of the claims;
(e) The amount in controversy or damages sought;
(f) The current status of the matter; and
(g) The estimated exposure or range of potential liability, to the extent such assessment has been made.
8.1.2 Copies of complaints, petitions, answers, counterclaims, cross-claims, third-party complaints, motions for summary judgment, key discovery documents, settlement agreements, and any other material pleadings or filings in each pending matter.
8.1.3 Copies of any legal opinions, litigation risk assessments, or evaluations of probable outcomes and estimated exposures prepared by outside counsel or in-house legal counsel for MPH or any of its subsidiaries.
8.2 Concluded Litigation
8.2.1 A schedule of all resolved lawsuits, arbitrations, administrative proceedings, or governmental investigations involving MPH or any of its subsidiaries during the last five years, including for each matter a brief description of the claims, the forum, the manner of resolution (e.g., settlement, judgment, dismissal, withdrawal), and any amounts paid or received in settlement or judgment.
8.3 Judgments, Orders, and Decrees
8.3.1 Copies of all outstanding judgments, orders, decrees, injunctions, consent orders, or consent decrees binding on MPH or any of its subsidiaries, including any court-imposed or regulatory-imposed compliance obligations.
8.4 Threatened Claims
8.4.1 Copies of any demand letters, cease-and-desist notices, pre-litigation communications, or other written communications threatening legal action against MPH or any of its subsidiaries, received during the Diligence Period.
8.5 Product Liability
8.5.1 A description of any product liability, content liability, defamation, libel, invasion of privacy, right of publicity, copyright infringement, or similar claims related to content published, distributed, or licensed by MPH or any of its subsidiaries, whether pending, threatened, or concluded.
CATEGORY IX: TAX MATTERS
9.1 Tax Returns
9.1.1 Copies of all federal, state, local, and foreign income tax returns (including partnership or information returns, as applicable) filed by or on behalf of MPH and each of its subsidiaries for the Diligence Period. Note that MPH is treated as a disregarded entity for U.S. federal income tax purposes and is owned by Aurelius Media Holdings Inc. To the extent MPH's income and deductions are reported on a consolidated or combined return filed by Aurelius, please provide the relevant portions of such returns that pertain to the Business.
9.1.2 Copies of all sales and use tax returns, property tax returns, excise tax returns, gross receipts tax returns, commercial activity tax returns, and payroll tax returns filed by or on behalf of MPH and each of its subsidiaries for the Diligence Period.
9.1.3 Identification of all jurisdictions (federal, state, local, and foreign) in which MPH or any of its subsidiaries currently files or is required to file tax returns of any kind, together with a description of the types of returns filed in each jurisdiction.
9.2 Tax Audits and Assessments
9.2.1 A description of any pending or concluded federal, state, local, or foreign tax audits, examinations, or assessments

CALDERWOOD & HARKNESS LLP 425 Park Avenue New York, NY 10022

DUE DILIGENCE REQUEST LIST

INTRODUCTORY NOTES AND INSTRUCTIONS

CATEGORY I: CORPORATE AND ORGANIZATIONAL DOCUMENTS

CATEGORY II: FINANCIAL INFORMATION

CATEGORY III: MATERIAL CONTRACTS

CATEGORY IV: REAL PROPERTY

Record

Parties

Dates

Amounts