1017-00006 · Aurelius Global Media Group · Engagement

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

MEMORANDUM — CONFIDENTIAL / ATTORNEY WORK PRODUCT / PRIVILEGED

This memorandum is a confidential communication protected by the attorney-client privilege and the work product doctrine. It is intended solely for the use of the addressee and other authorized personnel of Calderwood & Harkness LLP. Any unauthorized disclosure, distribution, or copying of this memorandum or its contents is strictly prohibited.

March 1, 2024

TO: Beatrice Holloway, Responsible Partner, Mergers & Acquisitions

FROM: Megan Chu, Lead Associate, Mergers & Acquisitions

RE: Conflicts Check Results — Proposed Representation of Aurelius Global Media Group PLC in Carve-Out and Sale of Meridian Press Holdings LLC

MATTER NO.: 1043-00002

ENGAGEMENT REFERENCE: SC/BH/JP/2024-0304/AGMG

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I. PURPOSE OF MEMORANDUM

This memorandum documents the results of the conflicts of interest check conducted by Calderwood & Harkness LLP (the "Firm" or "C&H") in connection with the proposed new engagement described herein. The purpose of this memorandum is to memorialize the search methodology, the parties and individuals screened, the results obtained, and the professional responsibility analysis supporting the Firm's determination that it may proceed with the proposed representation.

The proposed client is Aurelius Global Media Group PLC ("Aurelius" or "AGMG"), a public limited company incorporated in England and Wales under Companies House Registration No. 08431276, with its principal executive offices located at 14 Clarges Street, London W1J 8AQ, United Kingdom. Aurelius is listed on the London Stock Exchange (Premium Listing, ticker: AGMG) and its American Depositary Receipts are listed on the Nasdaq Global Select Market (ticker: AGMG).

The nature of the proposed engagement is the representation of Aurelius in its capacity as seller in the carve-out and divestiture of its legacy publishing division, which is operated through Meridian Press Holdings LLC ("MPH" or the "Target"), a Delaware limited liability company and indirect wholly owned subsidiary of Aurelius, to Pinnacle Ridge Capital Partners Fund IV, L.P. ("PRCP IV" or the "Buyer"), a Delaware-based private equity fund managed by Pinnacle Ridge Capital Management LLC. The proposed transaction will involve the structuring, negotiation, and documentation of the sale of the equity interests in or substantially all of the assets of the Target, together with all related ancillary agreements including, but not limited to, transition services arrangements, intellectual property licensing, employee transfer and benefit matters, regulatory filings, and post-closing adjustment mechanisms.

It is anticipated that the engagement letter between the Firm and Aurelius (with Aurelius Media Holdings Inc. as an additional party for billing and correspondence purposes) will be executed on or about March 4, 2024. Beatrice Holloway will serve as the Responsible Partner for the engagement, and James Prentice will serve as the Billing Partner. The proposed engagement team also includes Megan Chu (Lead Associate), Daniel Okonkwo (Associate), and Lauren Cross (Associate).

The conflicts check was initiated and run on February 29, 2024. The results were compiled, reviewed, and analyzed on March 1, 2024, and the findings are set forth in this memorandum.

II. PARTIES AND AFFILIATES SEARCHED

The conflicts check encompassed all parties to the proposed transaction known to the Firm as of the date of the search, including affiliates, subsidiaries, key individuals, and known advisors. The complete list of search terms and variations used in the conflicts database is set forth in Appendix B to this memorandum, which is maintained in the Firm's records. The parties and affiliates searched are identified below.

A. Client Side — Seller and Affiliates

The following entities on the seller side of the proposed transaction were included in the conflicts check:

1. Aurelius Global Media Group PLC — A public limited company incorporated in England and Wales (Companies House No. 08431276); listed on the London Stock Exchange (Premium Listing) and on the Nasdaq Global Select Market (ADRs). The company's current senior officers relevant to this engagement include: Chief Executive Officer: Sir Edmund Hargreaves, KBE; Chief Financial Officer: Priya Nandakumar; General Counsel and Company Secretary: Claudia Restrepo; and Senior Vice President, Corporate Development: Thomas Whitfield. Aurelius is the ultimate parent entity of the Target and the proposed client for this engagement.

2. Aurelius Media Holdings Inc. — A corporation organized under the laws of the State of Delaware (Secretary of State file no. 5987324). Aurelius Media Holdings Inc. serves as the principal United States holding entity for the Aurelius group's North American operations and is the direct parent of the Target. Its registered agent is Crowne Albany Corporation, located at 1209 Orange Street, Wilmington, Delaware 19801. Aurelius Media Holdings Inc. will be an additional party to the engagement letter for billing and correspondence purposes and is treated as a co-client for conflicts purposes.

3. Meridian Press Holdings LLC — A limited liability company organized under the laws of the State of Delaware (Secretary of State file no. 4521889). MPH is the Target entity, i.e., the carved-out business that is the subject of the proposed divestiture. Its principal office is located at 1180 Avenue of the Americas, 22nd Floor, New York, New York 10036. Its registered agent is Fenmore Health IT Statutory Agent, located at 251 Little Falls Drive, Wilmington, Delaware 19808. The current President of MPH is Jonathan Kessler, and the current Senior Vice President, Finance is Angela Moretti. Although MPH is the asset being sold rather than the client, it is included in the conflicts search as an affiliate of the client and as a party whose interests are directly implicated in the transaction.

4. Meridian Distribution Services Inc. — A corporation organized under the laws of the State of Delaware (Secretary of State file no. 4736201). Meridian Distribution Services Inc. is a direct subsidiary of MPH that operates the logistics and distribution arm of the Meridian Press publishing business. It was included in the conflicts search as an affiliate of the client.

5. Bellweather Academic Press Inc. — A corporation organized under the laws of the State of Delaware (Secretary of State file no. 4801133). Bellweather Academic Press Inc. is a direct subsidiary of MPH that operates the academic and professional publishing imprint of the Meridian Press group. It was included in the conflicts search as an affiliate of the client.

6. Foxglove Media LLC — A limited liability company organized under the laws of the State of New York. Foxglove Media LLC is a subsidiary of MPH that operates certain digital media properties and content licensing operations within the Meridian Press group. It was included in the conflicts search as an affiliate of the client.

7. Meridian Press Canada ULC — An unlimited liability company organized under the laws of the Province of British Columbia, Canada. Meridian Press Canada ULC is a subsidiary of MPH that operates the Canadian publishing and distribution operations of the Meridian Press group. It was included in the conflicts search as an affiliate of the client.

B. Counterparty Side — Buyer and Affiliates

The following entities on the buyer side of the proposed transaction were included in the conflicts check:

1. Pinnacle Ridge Capital Partners Fund IV, L.P. — A limited partnership organized under the laws of the State of Delaware (Secretary of State file no. 6234577). PRCP IV is the buyer fund for the proposed transaction, with a reported fund size of approximately $6.2 billion (vintage 2022). PRCP IV is classified as a counterparty to the proposed client for purposes of this conflicts analysis.

2. Pinnacle Ridge Capital GP IV LLC — A limited liability company organized under the laws of the State of Delaware. Pinnacle Ridge Capital GP IV LLC serves as the general partner of PRCP IV and exercises management and investment authority over the fund. It was included in the conflicts search as an affiliate of the counterparty.

3. Pinnacle Ridge Capital Management LLC — A limited liability company organized under the laws of the State of Delaware. Pinnacle Ridge Capital Management LLC is the fund manager and sponsor of the Pinnacle Ridge family of funds, including PRCP IV. Its headquarters are located at 600 Lexington Avenue, 38th Floor, New York, New York 10022. Key personnel include: Managing Partner: Victor Stanhope; Partner, Media & Communications: Rachel Osei-Mensah; and Principal: Nathaniel Griggs. Pinnacle Ridge Capital Management LLC was included in the conflicts search as the sponsor and affiliate of the counterparty.

4. It should be noted that as of the date of the conflicts check (February 29, 2024), the specific acquisition vehicle to be used by the Buyer for purposes of the proposed transaction had not yet been formed. Subsequent to the initial conflicts check, the acquisition vehicle was incorporated as Ridgeline Publishing Acquisition Corp., a corporation organized under the laws of the State of Delaware (Secretary of State file no. 6501982), on October 2, 2024. A supplemental conflicts check was conducted at that time and is documented separately. For purposes of this memorandum, the Buyer's side was searched using the names of the fund, general partner, and management company as described above.

C. Known Advisors and Other Transaction Parties Searched

The following advisors and other transaction parties known to the Firm as of the date of the search were included in the conflicts check:

1. Haverford Whitmore & Co. — The seller's financial advisor and investment bank, with offices located at 383 Madison Avenue, 11th Floor, New York, New York 10179. The lead personnel on the engagement include Managing Director Catherine Liang and Vice President Samuel Drummond. Haverford Whitmore is advising Aurelius on the financial and strategic aspects of the divestiture.

2. Drummond Zanthor Partners LLC — The buyer's financial advisor, with offices located at 1251 Avenue of the Americas, 34th Floor, New York, New York 10020. The lead personnel on the engagement include Managing Director Philip Arnaud. Drummond Zanthor is advising Pinnacle Ridge on the acquisition.

3. Hathaway, Locke & Barnett LLP — The anticipated legal counsel for the Buyer, with offices located at 51 West 52nd Street, New York, New York 10019. The lead personnel on the engagement are expected to include Lead Partner Graham Ashworth and Senior Associate Danielle Ferreira. Hathaway, Locke & Barnett is a major national law firm, and C&H routinely encounters the firm as opposing counsel in other transactional and litigation matters. This relationship is addressed further in Section IV.C below.

4. Pemberton Graves LLP — The seller's auditor and accounting firm, with offices in London and New York (US office at 7 Times Square, New York, New York 10036). The US Engagement Partner is Robert Ainsley. Pemberton Graves is expected to provide audited financial statements for the Target and to assist with certain tax structuring aspects of the transaction.

5. Whitecliff & Harding LLP — The anticipated accounting firm and quality of earnings advisor for the Buyer, with offices at 1185 Avenue of the Americas, New York, New York 10036. The Engagement Partner is Susan Cartwright. Whitecliff & Harding is expected to conduct the financial and accounting due diligence for Pinnacle Ridge in connection with the acquisition.

6. It is noted that certain additional transaction parties had not yet been identified at the time of the initial conflicts check and were therefore not included in the search. These parties include, without limitation, the escrow agent, the representations and warranties insurance carrier and broker, the Buyer's debt financing sources (including lead arranger and any co-lenders), the Buyer's financing counsel, lien search agents, and any other advisors or counterparties that may emerge during the course of the transaction. As set forth more fully in Section VI below, supplemental conflicts checks will be conducted as these parties are identified.

III. CONFLICTS CHECK METHODOLOGY

The conflicts check was conducted in accordance with the Firm's established conflict-of-interest screening procedures, which are designed to comply with the requirements of the New York Rules of Professional Conduct and the Firm's internal policies regarding new business intake and client acceptance.

The primary search was conducted using the Firm's internal conflicts management database, known as C&H Conflicts Manager (the "Database"), which is the Firm's standard proprietary system for conflicts identification and resolution. The Database contains records of all current and former client representations, all adverse parties in litigated and transactional matters, all known affiliates and related entities, and all key individual contacts associated with each matter, dating back to the founding of the Firm and including all matters handled since the Database was implemented in its current form.

Searches were run against all party names, known short names, abbreviations, trade names, "doing business as" names, and known affiliates listed in Section II above. In addition to entity-level searches, searches were run against the names of all identified key individuals, including officers, directors, and senior personnel of each entity involved in the proposed transaction. The complete list of all search terms and variations used is set forth in Appendix B to this memorandum, which is maintained in the Firm's conflict check file for Matter No. 1043-00002.

The search results were cross-referenced against the Firm's current client database, the active matter list (encompassing all open matters across all practice groups and offices), and the adverse party records maintained in the Database. This cross-referencing was conducted to identify any instance in which a party or individual identified in Section II appeared in any capacity — whether as a client, adverse party, co-party, interested party, witness, or other participant — in any current or former C&H matter.

In addition to the automated database searches, the undersigned consulted directly with the practice group leaders in the Mergers & Acquisitions, Tax, Capital Markets, and Litigation departments of the Firm to identify any informal, undocumented, or pending relationships that might not be captured in the Database. These consultations were conducted via email and telephone on February 29 and March 1, 2024, and each practice group leader confirmed that no additional relationships or potential conflicts were identified.

The scope of the conflicts check covers all representations within the Firm's standard policy period of five (5) years, as well as all currently active matters regardless of when they were opened. The Firm's policy is to retain conflicts data indefinitely; however, the five-year lookback period is the minimum standard applied to former-client conflict analyses under Rule 1.9 of the New York Rules of Professional Conduct.

The raw search output generated by the Database in connection with this conflicts check is retained in the Firm's records as Appendix A to this memorandum. Appendix A is not reproduced in the body of this memorandum but is available for review in the Firm's conflict check file.

IV. RESULTS OF CONFLICTS CHECK

A. Client-Side Entities (Aurelius and Affiliates)

The conflicts check confirmed that Calderwood & Harkness LLP has no prior or current representation of Aurelius Global Media Group PLC, Aurelius Media Holdings Inc., Meridian Press Holdings LLC, or any of the Meridian Press subsidiaries (Meridian Distribution Services Inc., Bellweather Academic Press Inc., Foxglove Media LLC, or Meridian Press Canada ULC). Aurelius and its affiliates are entirely new to the Firm, and no attorney at the Firm has previously provided legal services to any of these entities in any capacity.

The conflicts check further confirmed that no prior adverse representations against any Aurelius or Meridian Press entity were identified. Specifically, the Firm has not represented any party in any litigation, arbitration, regulatory proceeding, or transactional matter in which any Aurelius or Meridian Press entity was an adverse party, counterparty, or target.

The Database search returned no results indicating that any Aurelius or Meridian Press entity appeared as a party in any C&H matter within the search period. No immaterial or non-disqualifying results were identified. The Firm has not represented unrelated counterparties in transactions where Aurelius was on the other side in any capacity, whether adversarial or non-adversarial. Accordingly, the client-side search results are entirely clear.

B. Counterparty-Side Entities (Pinnacle Ridge and Affiliates)

The conflicts check was conducted against Pinnacle Ridge Capital Partners Fund IV, L.P., Pinnacle Ridge Capital GP IV LLC, and Pinnacle Ridge Capital Management LLC, as well as all known variations of these names.

The search results revealed the following:

Current Representations of Pinnacle Ridge Entities. The Firm has no current representation of Pinnacle Ridge Capital Partners Fund IV, L.P., Pinnacle Ridge Capital GP IV LLC, or Pinnacle Ridge Capital Management LLC in any matter. Pinnacle Ridge is not a current client of the Firm.

Prior Representations of Pinnacle Ridge Entities. The Database search identified one prior representation involving a portfolio company of the Pinnacle Ridge family of funds. Specifically, in 2021, the Firm's Tax practice group provided limited tax advisory services to Cascade Logistics Solutions Inc. (Matter No. 1017-00006), a portfolio company of Pinnacle Ridge Capital Partners Fund III, L.P. (the predecessor fund to PRCP IV), in connection with a state and local tax matter arising from Cascade's operations in New Jersey. That engagement was a discrete, limited-scope tax advisory matter. It did not involve Pinnacle Ridge Capital Partners Fund III, L.P. directly, did not involve Pinnacle Ridge Capital Management LLC, and did not involve PRCP IV (which had not yet been formed at that time). The matter was closed on September 15, 2021, and no further legal services have been provided to Cascade Logistics Solutions Inc. or any other Pinnacle Ridge portfolio company since that date. The engagement was billed to and performed for Cascade Logistics Solutions Inc. as the client entity, and the Firm's engagement letter for that matter did not extend the attorney-client relationship to any Pinnacle Ridge fund, general partner, or management company.

This prior representation does not create a disqualifying conflict under Rule 1.9 of the New York Rules of Professional Conduct because: (i) the former client (Cascade Logistics Solutions Inc.) is not a party to the proposed transaction; (ii) the subject matter of the prior representation (New Jersey state and local tax compliance) is not substantially related to the proposed representation (a carve-out and sale of a publishing business); (iii) no confidential information obtained in the course of the prior representation could reasonably be used to the disadvantage of Cascade Logistics Solutions Inc. or Pinnacle Ridge in the proposed representation; and (iv) the prior engagement was with the portfolio company and not with any Pinnacle Ridge fund-level entity, and therefore no attorney-client relationship was formed with the counterparty to the proposed transaction. The analysis under Rule 1.9 is addressed further in Section V below.

Current Representations Adverse to Pinnacle Ridge. The Firm has no current representations that are adverse to Pinnacle Ridge Capital Partners Fund IV, L.P., Pinnacle Ridge Capital GP IV LLC, Pinnacle Ridge Capital Management LLC, or any identified Pinnacle Ridge portfolio company.

Conclusion. No current or prior representation was identified that would give rise to a disqualifying conflict with respect to the Buyer or its affiliates. The Firm is not precluded from representing Aurelius in a transaction in which Pinnacle Ridge is the counterparty.

C. Advisor and Other Transaction Parties

The conflicts check confirmed that no disqualifying conflicts arise from the Firm's relationships with Haverford Whitmore & Co., Drummond Zanthor Partners LLC, Hathaway, Locke & Barnett LLP, Pemberton Graves LLP, or Whitecliff & Harding LLP.

With respect to Haverford Whitmore & Co., the Firm has no current or prior representation of Haverford Whitmore in any matter, and Haverford Whitmore has not appeared as an adverse party in any C&H matter. No conflict exists.

With respect to Drummond Zanthor Partners LLC, the Firm has no current or prior representation of Drummond Zanthor in any matter, and Drummond Zanthor has not appeared as an adverse party in any C&H matter. No conflict exists.

With respect to Hathaway, Locke & Barnett LLP, it is noted that Hathaway, Locke & Barnett is a major national law firm that routinely appears as opposing counsel in matters in which C&H represents clients. A review of the Firm's active matter list identified three (3) currently open matters in which Hathaway, Locke & Barnett LLP serves as counsel to a party adverse to an C&H client. These matters involve entirely unrelated subject matter, different clients, different practice groups, and different engagement teams. Specifically:

(a) In re Westbrook Capital Securities Litigation, S.D.N.Y. Case No. 1:23-cv-07841 (C&H represents defendant Westbrook Capital Corp.; Hathaway Locke represents the lead plaintiff class);

(b) Regulatory advisory matter for Consolidated Marine Holdings Ltd. (Matter No. 1017-00006) involving environmental compliance, in which Hathaway Locke represents a co-respondent with potentially adverse interests; and

(c) Patent licensing negotiation on behalf of NexGen Biomedical Inc. (Matter No. 1017-00006), in which Hathaway Locke represents the licensor.

None of these matters involves Aurelius, Meridian Press, Pinnacle Ridge, or any party to the proposed transaction. The fact that Hathaway, Locke & Barnett serves as opposing counsel in unrelated matters does not create a conflict with respect to the proposed engagement. Hathaway, Locke & Barnett is not a client of C&H, and there is no duty of loyalty owed by the Firm to opposing counsel. Accordingly, no conflict exists.

With respect to Pemberton Graves LLP, the Firm has no current or prior representation of Pemberton Graves in any matter. Pemberton Graves has not appeared as an adverse party in any C&H matter. No conflict exists.

With respect to Whitecliff & Harding LLP, the Firm has no current or prior representation of Whitecliff & Harding in any matter. Whitecliff & Harding has not appeared as an adverse party in any C&H matter. No conflict exists.

No disqualifying results were returned for any advisor or other transaction party.

D. Key Individuals

Searches were conducted against all named key individuals identified in Section II of this memorandum, including Sir Edmund Hargreaves, Priya Nandakumar, Claudia Restrepo, Thomas Whitfield, Jonathan Kessler, Angela Moretti, Victor Stanhope, Rachel Osei-Mensah, Nathaniel Griggs, Catherine Liang, Samuel Drummond, Philip Arnaud, Graham Ashworth, Danielle Ferreira, Robert Ainsley, and Susan Cartwright.

The search results confirmed that no disqualifying conflicts were identified with respect to any of these individuals. Specifically:

No named individual currently serves or has previously served as a client of C&H in any individual capacity. No named individual has appeared as an adverse party, witness, or other participant in any C&H matter in a manner that would give rise to a conflict of interest.

During the course of the practice group consultations described in Section III, the following personal interaction was identified and evaluated: Beatrice Holloway (the proposed Responsible Partner) and Graham Ashworth (anticipated lead partner for buyer's counsel, Hathaway, Locke & Barnett LLP) are professionally acquainted and have appeared on joint panels at American Bar Association M&A conferences in 2022 and 2023. This acquaintance is of a routine professional nature, does not give rise to any personal, financial, or fiduciary relationship, and does not create a conflict of interest or impair the Firm's ability to represent Aurelius zealously in the proposed transaction. This interaction was evaluated and cleared.

No other personal relationships or prior interactions involving members of the proposed engagement team and any named individual were identified during the conflicts check process. All individual-level search results are clear.

V. ANALYSIS OF APPLICABLE PROFESSIONAL RESPONSIBILITY RULES

The Firm's professional responsibility obligations in connection with the proposed engagement are governed by the New York Rules of Professional Conduct (the "NY Rules"), which are applicable to all attorneys admitted to practice in the State of New York and to the Firm's New York office where the engagement will be primarily staffed. The following analysis addresses the relevant provisions of the NY Rules:

Rule 1.7 — Conflict of Interest: Current Clients

Rule 1.7(a) of the NY Rules provides that, except as provided in Rule 1.7(b), a lawyer shall not represent a client if a reasonable lawyer would conclude that either (1) the representation will involve the lawyer in representing differing interests, or (2) there is a significant risk that the lawyer's professional judgment on behalf of a client will be adversely affected by the lawyer's own financial, business, property, or other personal interests.

The conflicts check confirmed that no current C&H client is adverse to Aurelius in any matter, and no current C&H client will be adversely affected by the Firm's representation of Aurelius in the proposed transaction. Critically, Pinnacle Ridge Capital Partners Fund IV, L.P. — the counterparty to the proposed transaction — is not a current client of the Firm in any capacity. The Firm does not currently represent any Pinnacle Ridge fund, any Pinnacle Ridge general partner or management entity, or any Pinnacle Ridge portfolio company. There is no concurrent representation that would create differing interests or a risk of impairment of the Firm's professional judgment.

Accordingly, Rule 1.7 is satisfied and no concurrent conflict of interest exists.

Rule 1.9 — Duties to Former Clients

Rule 1.9(a) of the NY Rules provides that a lawyer who has formerly represented a client in a matter shall not thereafter represent another person in the same or a substantially related matter in which that person's interests are materially adverse to the interests of the former client, unless the former client gives informed consent, confirmed in writing.

As noted in Section IV.B above, the Firm previously represented Cascade Logistics Solutions Inc. (a portfolio company of Pinnacle Ridge Capital Partners Fund III, L.P.) in a limited-scope state and local tax advisory matter that was closed in September 2021. This prior representation was analyzed under Rule 1.9 as follows:

(a) Identity of Former Client. The former client is Cascade Logistics Solutions Inc., not any Pinnacle Ridge fund-level entity. The engagement letter for that matter was executed by and on behalf of Cascade Logistics Solutions Inc. as the sole client. No attorney-client relationship was formed with Pinnacle Ridge Capital Partners Fund III, L.P., Pinnacle Ridge Capital Management LLC, or any other Pinnacle Ridge entity.

(b) Substantial Relationship Test. The prior representation involved New Jersey state and local tax compliance matters for a logistics company. The proposed representation involves the carve-out and sale of a publishing business. These matters are not the same and are not substantially related. They involve different legal and factual issues, different industries, different jurisdictions, and different areas of law.

(c) Confidential Information. No confidential information obtained in the course of the prior representation of Cascade Logistics Solutions Inc. could reasonably be used to the disadvantage of Cascade or any Pinnacle Ridge entity in the proposed transaction. The subject matters are entirely distinct.

(d) Adverse Interests. Even if the former client relationship were construed to extend to the Pinnacle Ridge fund-level entities (which it should not be, given the terms of the prior engagement), the proposed representation would not be in the same or a substantially related matter, and therefore Rule 1.9(a) would not be triggered.

Accordingly, Rule 1.9 is satisfied, and no former-client conflict of interest exists. No consent from Cascade Logistics Solutions Inc. or any Pinnacle Ridge entity is required.

Rule 1.10 — Imputation of Conflicts of Interest

Rule 1.10(a) of the NY Rules provides that while lawyers are associated in a firm, none of them shall knowingly represent a client when any one of them practicing alone would be prohibited from doing so by Rules 1.7 or 1.9, unless the prohibition is based on a personal interest of the disqualified lawyer and does not present a significant risk of materially limiting the representation of the client by the remaining lawyers in the firm.

The conflicts check confirmed that no individual attorney on the proposed engagement team — Beatrice Holloway (Responsible Partner), James Prentice (Billing Partner), Megan Chu (Lead Associate), Daniel Okonkwo (Associate), or Lauren Cross (Associate) — has any personal conflict of interest that would be subject to imputation under Rule 1.10. Specifically, no member of the engagement team has any personal, financial, business, or familial relationship with any party, individual, or advisor involved in the proposed transaction that would impair the team's ability to represent Aurelius zealously and independently. The professional acquaintance between Beatrice Holloway and Graham Ashworth, noted in Section IV.D above, does not constitute a personal interest that would create a conflict subject to imputation.

Accordingly, Rule 1.10 is satisfied, and no imputed conflict of interest exists.

Conclusion

Based on the foregoing analysis, the proposed engagement satisfies all applicable professional responsibility requirements under the New York Rules of Professional Conduct. No waiver or consent from any current or former client is required to proceed with the representation.

VI. SUPPLEMENTAL CHECK REQUIREMENTS

As noted in Section II.C above, certain transaction parties had not yet been identified at the time of the initial conflicts check and were therefore not included in the search. The Firm recognizes its continuing obligation under the New York Rules of Professional Conduct and the Firm's internal policies to conduct supplemental conflicts checks as additional parties are identified throughout the course of the transaction. Supplemental checks will be conducted promptly upon identification of the following parties:

(a) The Buyer's acquisition vehicle (subsequently formed as Ridgeline Publishing Acquisition Corp.; supplemental check completed as noted above);

(b) The escrow agent, once selected by the parties;

(d) The Buyer's debt financing sources, including the lead arranger and any co-lenders providing committed financing for the acquisition;

(e) The Buyer's financing counsel, if separate from Hathaway, Locke & Barnett LLP;

(f) Lien search agents and other title or diligence service providers;

(g) Any management-side advisors or consultants retained by the Target in connection with the transaction;

(h) Any regulatory authorities or governmental bodies before which filings or applications may be required (to the extent the Firm represents other clients in matters before such authorities); and

(i) Any other advisors, counterparties, or third parties that emerge during the deal process and whose identity is material to the Firm's conflicts analysis.

Megan Chu, Lead Associate on the engagement, will be responsible for running all supplemental conflicts checks and for maintaining the conflicts file for Matter No. 1043-00002. Each supplemental check will be documented in a supplemental memorandum and appended to this memorandum in the Firm's conflict check file. Any disqualifying or potentially disqualifying results identified in a supplemental check will be immediately reported to Beatrice Holloway and to the Firm's General Counsel for resolution in accordance with the Firm's conflict resolution procedures.

VII. CONCLUSION AND CLEARANCE

Based on the comprehensive conflicts check described in this memorandum, including the automated database searches, the cross-referencing of client and adverse party records, the consultations with practice group leaders, and the analysis of applicable professional responsibility rules, the undersigned confirms the following:

1. The conflicts check has been completed in accordance with the Firm's established procedures and the requirements of the New York Rules of Professional Conduct.

2. No disqualifying conflicts of interest have been identified with respect to any party, individual, or advisor involved in the proposed transaction.

3. The engagement of Calderwood & Harkness LLP by Aurelius Global Media Group PLC (and its subsidiary Aurelius Media Holdings Inc.) in connection with the carve-out and sale of Meridian Press Holdings LLC to Pinnacle Ridge Capital Partners Fund IV, L.P. is hereby CLEARED from a conflicts perspective.

4. The undersigned recommends proceeding with the execution of the engagement letter on or about March 4, 2024, as contemplated.

5. This clearance is subject to the Firm's continuing obligation to conduct ongoing conflicts monitoring and supplemental checks as the matter progresses, as described in Section VI above. Any material change in circumstances — including, without limitation, the identification of new parties, a change in the scope or nature of the engagement, or the Firm's acceptance of a new client or matter that could create a conflict with the proposed engagement — will require a reassessment of the Firm's conflicts position.

VIII. SIGNATURES / REVIEW

PREPARED BY:

________________________________________

Megan Chu Lead Associate, Mergers & Acquisitions Calderwood & Harkness LLP

Date: March 1, 2024

REVIEWED AND APPROVED BY:

________________________________________

Beatrice Holloway Responsible Partner, Mergers & Acquisitions Calderwood & Harkness LLP

Date: March 1, 2024

APPENDICES

Appendix A: Conflicts Database Search Output Report

The complete raw output from the C&H Conflicts Manager database search conducted on February 29, 2024, is retained in the Firm's conflict check file for Matter No. 1043-00002. Appendix A is not reproduced in the body of this memorandum due to the volume of the raw search data and the confidential nature of the underlying client and matter information contained therein. Appendix A is available for review by authorized personnel upon request to Megan Chu or the Firm's Conflicts Department.

Appendix B: List of All Search Terms and Variations Used

The complete list of all search terms and variations used in the conflicts database search — including entity names, abbreviations, trade names, "doing business as" names, individual names, and phonetic and typographical variations — is retained in the Firm's conflict check file for Matter No. 1043-00002. Appendix B is not reproduced in the body of this memorandum but is available for review by authorized personnel upon request to Megan Chu or the Firm's Conflicts Department.

CONFIDENTIAL — ATTORNEY WORK PRODUCT — PRIVILEGED Calderwood & Harkness LLP

CALDERWOOD & HARKNESS LLP 425 Park Avenue New York, New York 10022
MEMORANDUM — CONFIDENTIAL / ATTORNEY WORK PRODUCT / PRIVILEGED
This memorandum is a confidential communication protected by the attorney-client privilege and the work product doctrine. It is intended solely for the use of the addressee and other authorized personnel of Calderwood & Harkness LLP. Any unauthorized disclosure, distribution, or copying of this memorandum or its contents is strictly prohibited.
March 1, 2024
TO: Beatrice Holloway, Responsible Partner, Mergers & Acquisitions
FROM: Megan Chu, Lead Associate, Mergers & Acquisitions
RE: Conflicts Check Results — Proposed Representation of Aurelius Global Media Group PLC in Carve-Out and Sale of Meridian Press Holdings LLC
MATTER NO.: 1043-00002
ENGAGEMENT REFERENCE: SC/BH/JP/2024-0304/AGMG
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I. PURPOSE OF MEMORANDUM
This memorandum documents the results of the conflicts of interest check conducted by Calderwood & Harkness LLP (the "Firm" or "C&H") in connection with the proposed new engagement described herein. The purpose of this memorandum is to memorialize the search methodology, the parties and individuals screened, the results obtained, and the professional responsibility analysis supporting the Firm's determination that it may proceed with the proposed representation.
The proposed client is Aurelius Global Media Group PLC ("Aurelius" or "AGMG"), a public limited company incorporated in England and Wales under Companies House Registration No. 08431276, with its principal executive offices located at 14 Clarges Street, London W1J 8AQ, United Kingdom. Aurelius is listed on the London Stock Exchange (Premium Listing, ticker: AGMG) and its American Depositary Receipts are listed on the Nasdaq Global Select Market (ticker: AGMG).
The nature of the proposed engagement is the representation of Aurelius in its capacity as seller in the carve-out and divestiture of its legacy publishing division, which is operated through Meridian Press Holdings LLC ("MPH" or the "Target"), a Delaware limited liability company and indirect wholly owned subsidiary of Aurelius, to Pinnacle Ridge Capital Partners Fund IV, L.P. ("PRCP IV" or the "Buyer"), a Delaware-based private equity fund managed by Pinnacle Ridge Capital Management LLC. The proposed transaction will involve the structuring, negotiation, and documentation of the sale of the equity interests in or substantially all of the assets of the Target, together with all related ancillary agreements including, but not limited to, transition services arrangements, intellectual property licensing, employee transfer and benefit matters, regulatory filings, and post-closing adjustment mechanisms.
It is anticipated that the engagement letter between the Firm and Aurelius (with Aurelius Media Holdings Inc. as an additional party for billing and correspondence purposes) will be executed on or about March 4, 2024. Beatrice Holloway will serve as the Responsible Partner for the engagement, and James Prentice will serve as the Billing Partner. The proposed engagement team also includes Megan Chu (Lead Associate), Daniel Okonkwo (Associate), and Lauren Cross (Associate).
The conflicts check was initiated and run on February 29, 2024. The results were compiled, reviewed, and analyzed on March 1, 2024, and the findings are set forth in this memorandum.
II. PARTIES AND AFFILIATES SEARCHED
The conflicts check encompassed all parties to the proposed transaction known to the Firm as of the date of the search, including affiliates, subsidiaries, key individuals, and known advisors. The complete list of search terms and variations used in the conflicts database is set forth in Appendix B to this memorandum, which is maintained in the Firm's records. The parties and affiliates searched are identified below.
A. Client Side — Seller and Affiliates
The following entities on the seller side of the proposed transaction were included in the conflicts check:
1.  Aurelius Global Media Group PLC — A public limited company incorporated in England and Wales (Companies House No. 08431276); listed on the London Stock Exchange (Premium Listing) and on the Nasdaq Global Select Market (ADRs). The company's current senior officers relevant to this engagement include: Chief Executive Officer: Sir Edmund Hargreaves, KBE; Chief Financial Officer: Priya Nandakumar; General Counsel and Company Secretary: Claudia Restrepo; and Senior Vice President, Corporate Development: Thomas Whitfield. Aurelius is the ultimate parent entity of the Target and the proposed client for this engagement.
2.  Aurelius Media Holdings Inc. — A corporation organized under the laws of the State of Delaware (Secretary of State file no. 5987324). Aurelius Media Holdings Inc. serves as the principal United States holding entity for the Aurelius group's North American operations and is the direct parent of the Target. Its registered agent is Crowne Albany Corporation, located at 1209 Orange Street, Wilmington, Delaware 19801. Aurelius Media Holdings Inc. will be an additional party to the engagement letter for billing and correspondence purposes and is treated as a co-client for conflicts purposes.
3.  Meridian Press Holdings LLC — A limited liability company organized under the laws of the State of Delaware (Secretary of State file no. 4521889). MPH is the Target entity, i.e., the carved-out business that is the subject of the proposed divestiture. Its principal office is located at 1180 Avenue of the Americas, 22nd Floor, New York, New York 10036. Its registered agent is Fenmore Health IT Statutory Agent, located at 251 Little Falls Drive, Wilmington, Delaware 19808. The current President of MPH is Jonathan Kessler, and the current Senior Vice President, Finance is Angela Moretti. Although MPH is the asset being sold rather than the client, it is included in the conflicts search as an affiliate of the client and as a party whose interests are directly implicated in the transaction.
4.  Meridian Distribution Services Inc. — A corporation organized under the laws of the State of Delaware (Secretary of State file no. 4736201). Meridian Distribution Services Inc. is a direct subsidiary of MPH that operates the logistics and distribution arm of the Meridian Press publishing business. It was included in the conflicts search as an affiliate of the client.
5.  Bellweather Academic Press Inc. — A corporation organized under the laws of the State of Delaware (Secretary of State file no. 4801133). Bellweather Academic Press Inc. is a direct subsidiary of MPH that operates the academic and professional publishing imprint of the Meridian Press group. It was included in the conflicts search as an affiliate of the client.
6.  Foxglove Media LLC — A limited liability company organized under the laws of the State of New York. Foxglove Media LLC is a subsidiary of MPH that operates certain digital media properties and content licensing operations within the Meridian Press group. It was included in the conflicts search as an affiliate of the client.
7.  Meridian Press Canada ULC — An unlimited liability company organized under the laws of the Province of British Columbia, Canada. Meridian Press Canada ULC is a subsidiary of MPH that operates the Canadian publishing and distribution operations of the Meridian Press group. It was included in the conflicts search as an affiliate of the client.
B. Counterparty Side — Buyer and Affiliates
The following entities on the buyer side of the proposed transaction were included in the conflicts check:
1.  Pinnacle Ridge Capital Partners Fund IV, L.P. — A limited partnership organized under the laws of the State of Delaware (Secretary of State file no. 6234577). PRCP IV is the buyer fund for the proposed transaction, with a reported fund size of approximately $6.2 billion (vintage 2022). PRCP IV is classified as a counterparty to the proposed client for purposes of this conflicts analysis.
2.  Pinnacle Ridge Capital GP IV LLC — A limited liability company organized under the laws of the State of Delaware. Pinnacle Ridge Capital GP IV LLC serves as the general partner of PRCP IV and exercises management and investment authority over the fund. It was included in the conflicts search as an affiliate of the counterparty.
3.  Pinnacle Ridge Capital Management LLC — A limited liability company organized under the laws of the State of Delaware. Pinnacle Ridge Capital Management LLC is the fund manager and sponsor of the Pinnacle Ridge family of funds, including PRCP IV. Its headquarters are located at 600 Lexington Avenue, 38th Floor, New York, New York 10022. Key personnel include: Managing Partner: Victor Stanhope; Partner, Media & Communications: Rachel Osei-Mensah; and Principal: Nathaniel Griggs. Pinnacle Ridge Capital Management LLC was included in the conflicts search as the sponsor and affiliate of the counterparty.
4.  It should be noted that as of the date of the conflicts check (February 29, 2024), the specific acquisition vehicle to be used by the Buyer for purposes of the proposed transaction had not yet been formed. Subsequent to the initial conflicts check, the acquisition vehicle was incorporated as Ridgeline Publishing Acquisition Corp., a corporation organized under the laws of the State of Delaware (Secretary of State file no. 6501982), on October 2, 2024. A supplemental conflicts check was conducted at that time and is documented separately. For purposes of this memorandum, the Buyer's side was searched using the names of the fund, general partner, and management company as described above.
C. Known Advisors and Other Transaction Parties Searched
The following advisors and other transaction parties known to the Firm as of the date of the search were included in the conflicts check:
1.  Haverford Whitmore & Co. — The seller's financial advisor and investment bank, with offices located at 383 Madison Avenue, 11th Floor, New York, New York 10179. The lead personnel on the engagement include Managing Director Catherine Liang and Vice President Samuel Drummond. Haverford Whitmore is advising Aurelius on the financial and strategic aspects of the divestiture.
2.  Drummond Zanthor Partners LLC — The buyer's financial advisor, with offices located at 1251 Avenue of the Americas, 34th Floor, New York, New York 10020. The lead personnel on the engagement include Managing Director Philip Arnaud. Drummond Zanthor is advising Pinnacle Ridge on the acquisition.
3.  Hathaway, Locke & Barnett LLP — The anticipated legal counsel for the Buyer, with offices located at 51 West 52nd Street, New York, New York 10019. The lead personnel on the engagement are expected to include Lead Partner Graham Ashworth and Senior Associate Danielle Ferreira. Hathaway, Locke & Barnett is a major national law firm, and C&H routinely encounters the firm as opposing counsel in other transactional and litigation matters. This relationship is addressed further in Section IV.C below.
4.  Pemberton Graves LLP — The seller's auditor and accounting firm, with offices in London and New York (US office at 7 Times Square, New York, New York 10036). The US Engagement Partner is Robert Ainsley. Pemberton Graves is expected to provide audited financial statements for the Target and to assist with certain tax structuring aspects of the transaction.
5.  Whitecliff & Harding LLP — The anticipated accounting firm and quality of earnings advisor for the Buyer, with offices at 1185 Avenue of the Americas, New York, New York 10036. The Engagement Partner is Susan Cartwright. Whitecliff & Harding is expected to conduct the financial and accounting due diligence for Pinnacle Ridge in connection with the acquisition.
6.  It is noted that certain additional transaction parties had not yet been identified at the time of the initial conflicts check and were therefore not included in the search. These parties include, without limitation, the escrow agent, the representations and warranties insurance carrier and broker, the Buyer's debt financing sources (including lead arranger and any co-lenders), the Buyer's financing counsel, lien search agents, and any other advisors or counterparties that may emerge during the course of the transaction. As set forth more fully in Section VI below, supplemental conflicts checks will be conducted as these parties are identified.
III. CONFLICTS CHECK METHODOLOGY
The conflicts check was conducted in accordance with the Firm's established conflict-of-interest screening procedures, which are designed to comply with the requirements of the New York Rules of Professional Conduct and the Firm's internal policies regarding new business intake and client acceptance.
The primary search was conducted using the Firm's internal conflicts management database, known as C&H Conflicts Manager (the "Database"), which is the Firm's standard proprietary system for conflicts identification and resolution. The Database contains records of all current and former client representations, all adverse parties in litigated and transactional matters, all known affiliates and related entities, and all key individual contacts associated with each matter, dating back to the founding of the Firm and including all matters handled since the Database was implemented in its current form.
Searches were run against all party names, known short names, abbreviations, trade names, "doing business as" names, and known affiliates listed in Section II above. In addition to entity-level searches, searches were run against the names of all identified key individuals, including officers, directors, and senior personnel of each entity involved in the proposed transaction. The complete list of all search terms and variations used is set forth in Appendix B to this memorandum, which is maintained in the Firm's conflict check file for Matter No. 1043-00002.
The search results were cross-referenced against the Firm's current client database, the active matter list (encompassing all open matters across all practice groups and offices), and the adverse party records maintained in the Database. This cross-referencing was conducted to identify any instance in which a party or individual identified in Section II appeared in any capacity — whether as a client, adverse party, co-party, interested party, witness, or other participant — in any current or former C&H matter.
In addition to the automated database searches, the undersigned consulted directly with the practice group leaders in the Mergers & Acquisitions, Tax, Capital Markets, and Litigation departments of the Firm to identify any informal, undocumented, or pending relationships that might not be captured in the Database. These consultations were conducted via email and telephone on February 29 and March 1, 2024, and each practice group leader confirmed that no additional relationships or potential conflicts were identified.
The scope of the conflicts check covers all representations within the Firm's standard policy period of five (5) years, as well as all currently active matters regardless of when they were opened. The Firm's policy is to retain conflicts data indefinitely; however, the five-year lookback period is the minimum standard applied to former-client conflict analyses under Rule 1.9 of the New York Rules of Professional Conduct.
The raw search output generated by the Database in connection with this conflicts check is retained in the Firm's records as Appendix A to this memorandum. Appendix A is not reproduced in the body of this memorandum but is available for review in the Firm's conflict check file.
IV. RESULTS OF CONFLICTS CHECK
A. Client-Side Entities (Aurelius and Affiliates)
The conflicts check confirmed that Calderwood & Harkness LLP has no prior or current representation of Aurelius Global Media Group PLC, Aurelius Media Holdings Inc., Meridian Press Holdings LLC, or any of the Meridian Press subsidiaries (Meridian Distribution Services Inc., Bellweather Academic Press Inc., Foxglove Media LLC, or Meridian Press Canada ULC). Aurelius and its affiliates are entirely new to the Firm, and no attorney at the Firm has previously provided legal services to any of these entities in any capacity.
The conflicts check further confirmed that no prior adverse representations against any Aurelius or Meridian Press entity were identified. Specifically, the Firm has not represented any party in any litigation, arbitration, regulatory proceeding, or transactional matter in which any Aurelius or Meridian Press entity was an adverse party, counterparty, or target.
The Database search returned no results indicating that any Aurelius or Meridian Press entity appeared as a party in any C&H matter within the search period. No immaterial or non-disqualifying results were identified. The Firm has not represented unrelated counterparties in transactions where Aurelius was on the other side in any capacity, whether adversarial or non-adversarial. Accordingly, the client-side search results are entirely clear.
B. Counterparty-Side Entities (Pinnacle Ridge and Affiliates)
The conflicts check was conducted against Pinnacle Ridge Capital Partners Fund IV, L.P., Pinnacle Ridge Capital GP IV LLC, and Pinnacle Ridge Capital Management LLC, as well as all known variations of these names.
The search results revealed the following:
Current Representations of Pinnacle Ridge Entities. The Firm has no current representation of Pinnacle Ridge Capital Partners Fund IV, L.P., Pinnacle Ridge Capital GP IV LLC, or Pinnacle Ridge Capital Management LLC in any matter. Pinnacle Ridge is not a current client of the Firm.
Prior Representations of Pinnacle Ridge Entities. The Database search identified one prior representation involving a portfolio company of the Pinnacle Ridge family of funds. Specifically, in 2021, the Firm's Tax practice group provided limited tax advisory services to Cascade Logistics Solutions Inc. (Matter No. 1017-00006), a portfolio company of Pinnacle Ridge Capital Partners Fund III, L.P. (the predecessor fund to PRCP IV), in connection with a state and local tax matter arising from Cascade's operations in New Jersey. That engagement was a discrete, limited-scope tax advisory matter. It did not involve Pinnacle Ridge Capital Partners Fund III, L.P. directly, did not involve Pinnacle Ridge Capital Management LLC, and did not involve PRCP IV (which had not yet been formed at that time). The matter was closed on September 15, 2021, and no further legal services have been provided to Cascade Logistics Solutions Inc. or any other Pinnacle Ridge portfolio company since that date. The engagement was billed to and performed for Cascade Logistics Solutions Inc. as the client entity, and the Firm's engagement letter for that matter did not extend the attorney-client relationship to any Pinnacle Ridge fund, general partner, or management company.
This prior representation does not create a disqualifying conflict under Rule 1.9 of the New York Rules of Professional Conduct because: (i) the former client (Cascade Logistics Solutions Inc.) is not a party to the proposed transaction; (ii) the subject matter of the prior representation (New Jersey state and local tax compliance) is not substantially related to the proposed representation (a carve-out and sale of a publishing business); (iii) no confidential information obtained in the course of the prior representation could reasonably be used to the disadvantage of Cascade Logistics Solutions Inc. or Pinnacle Ridge in the proposed representation; and (iv) the prior engagement was with the portfolio company and not with any Pinnacle Ridge fund-level entity, and therefore no attorney-client relationship was formed with the counterparty to the proposed transaction. The analysis under Rule 1.9 is addressed further in Section V below.
Current Representations Adverse to Pinnacle Ridge. The Firm has no current representations that are adverse to Pinnacle Ridge Capital Partners Fund IV, L.P., Pinnacle Ridge Capital GP IV LLC, Pinnacle Ridge Capital Management LLC, or any identified Pinnacle Ridge portfolio company.
Conclusion. No current or prior representation was identified that would give rise to a disqualifying conflict with respect to the Buyer or its affiliates. The Firm is not precluded from representing Aurelius in a transaction in which Pinnacle Ridge is the counterparty.
C. Advisor and Other Transaction Parties
The conflicts check confirmed that no disqualifying conflicts arise from the Firm's relationships with Haverford Whitmore & Co., Drummond Zanthor Partners LLC, Hathaway, Locke & Barnett LLP, Pemberton Graves LLP, or Whitecliff & Harding LLP.
With respect to Haverford Whitmore & Co., the Firm has no current or prior representation of Haverford Whitmore in any matter, and Haverford Whitmore has not appeared as an adverse party in any C&H matter. No conflict exists.
With respect to Drummond Zanthor Partners LLC, the Firm has no current or prior representation of Drummond Zanthor in any matter, and Drummond Zanthor has not appeared as an adverse party in any C&H matter. No conflict exists.
With respect to Hathaway, Locke & Barnett LLP, it is noted that Hathaway, Locke & Barnett is a major national law firm that routinely appears as opposing counsel in matters in which C&H represents clients. A review of the Firm's active matter list identified three (3) currently open matters in which Hathaway, Locke & Barnett LLP serves as counsel to a party adverse to an C&H client. These matters involve entirely unrelated subject matter, different clients, different practice groups, and different engagement teams. Specifically:
(a) In re Westbrook Capital Securities Litigation, S.D.N.Y. Case No. 1:23-cv-07841 (C&H represents defendant Westbrook Capital Corp.; Hathaway Locke represents the lead plaintiff class);
(b) Regulatory advisory matter for Consolidated Marine Holdings Ltd. (Matter No. 1017-00006) involving environmental compliance, in which Hathaway Locke represents a co-respondent with potentially adverse interests; and
(c) Patent licensing negotiation on behalf of NexGen Biomedical Inc. (Matter No. 1017-00006), in which Hathaway Locke represents the licensor.
None of these matters involves Aurelius, Meridian Press, Pinnacle Ridge, or any party to the proposed transaction. The fact that Hathaway, Locke & Barnett serves as opposing counsel in unrelated matters does not create a conflict with respect to the proposed engagement. Hathaway, Locke & Barnett is not a client of C&H, and there is no duty of loyalty owed by the Firm to opposing counsel. Accordingly, no conflict exists.
With respect to Pemberton Graves LLP, the Firm has no current or prior representation of Pemberton Graves in any matter. Pemberton Graves has not appeared as an adverse party in any C&H matter. No conflict exists.
With respect to Whitecliff & Harding LLP, the Firm has no current or prior representation of Whitecliff & Harding in any matter. Whitecliff & Harding has not appeared as an adverse party in any C&H matter. No conflict exists.
No disqualifying results were returned for any advisor or other transaction party.
D. Key Individuals
Searches were conducted against all named key individuals identified in Section II of this memorandum, including Sir Edmund Hargreaves, Priya Nandakumar, Claudia Restrepo, Thomas Whitfield, Jonathan Kessler, Angela Moretti, Victor Stanhope, Rachel Osei-Mensah, Nathaniel Griggs, Catherine Liang, Samuel Drummond, Philip Arnaud, Graham Ashworth, Danielle Ferreira, Robert Ainsley, and Susan Cartwright.
The search results confirmed that no disqualifying conflicts were identified with respect to any of these individuals. Specifically:
No named individual currently serves or has previously served as a client of C&H in any individual capacity. No named individual has appeared as an adverse party, witness, or other participant in any C&H matter in a manner that would give rise to a conflict of interest.
During the course of the practice group consultations described in Section III, the following personal interaction was identified and evaluated: Beatrice Holloway (the proposed Responsible Partner) and Graham Ashworth (anticipated lead partner for buyer's counsel, Hathaway, Locke & Barnett LLP) are professionally acquainted and have appeared on joint panels at American Bar Association M&A conferences in 2022 and 2023. This acquaintance is of a routine professional nature, does not give rise to any personal, financial, or fiduciary relationship, and does not create a conflict of interest or impair the Firm's ability to represent Aurelius zealously in the proposed transaction. This interaction was evaluated and cleared.
No other personal relationships or prior interactions involving members of the proposed engagement team and any named individual were identified during the conflicts check process. All individual-level search results are clear.
V. ANALYSIS OF APPLICABLE PROFESSIONAL RESPONSIBILITY RULES
The Firm's professional responsibility obligations in connection with the proposed engagement are governed by the New York Rules of Professional Conduct (the "NY Rules"), which are applicable to all attorneys admitted to practice in the State of New York and to the Firm's New York office where the engagement will be primarily staffed. The following analysis addresses the relevant provisions of the NY Rules:
Rule 1.7 — Conflict of Interest: Current Clients
Rule 1.7(a) of the NY Rules provides that, except as provided in Rule 1.7(b), a lawyer shall not represent a client if a reasonable lawyer would conclude that either (1) the representation will involve the lawyer in representing differing interests, or (2) there is a significant risk that the lawyer's professional judgment on behalf of a client will be adversely affected by the lawyer's own financial, business, property, or other personal interests.
The conflicts check confirmed that no current C&H client is adverse to Aurelius in any matter, and no current C&H client will be adversely affected by the Firm's representation of Aurelius in the proposed transaction. Critically, Pinnacle Ridge Capital Partners Fund IV, L.P. — the counterparty to the proposed transaction — is not a current client of the Firm in any capacity. The Firm does not currently represent any Pinnacle Ridge fund, any Pinnacle Ridge general partner or management entity, or any Pinnacle Ridge portfolio company. There is no concurrent representation that would create differing interests or a risk of impairment of the Firm's professional judgment.
Accordingly, Rule 1.7 is satisfied and no concurrent conflict of interest exists.
Rule 1.9 — Duties to Former Clients
Rule 1.9(a) of the NY Rules provides that a lawyer who has formerly represented a client in a matter shall not thereafter represent another person in the same or a substantially related matter in which that person's interests are materially adverse to the interests of the former client, unless the former client gives informed consent, confirmed in writing.
As noted in Section IV.B above, the Firm previously represented Cascade Logistics Solutions Inc. (a portfolio company of Pinnacle Ridge Capital Partners Fund III, L.P.) in a limited-scope state and local tax advisory matter that was closed in September 2021. This prior representation was analyzed under Rule 1.9 as follows:
(a) Identity of Former Client. The former client is Cascade Logistics Solutions Inc., not any Pinnacle Ridge fund-level entity. The engagement letter for that matter was executed by and on behalf of Cascade Logistics Solutions Inc. as the sole client. No attorney-client relationship was formed with Pinnacle Ridge Capital Partners Fund III, L.P., Pinnacle Ridge Capital Management LLC, or any other Pinnacle Ridge entity.
(b) Substantial Relationship Test. The prior representation involved New Jersey state and local tax compliance matters for a logistics company. The proposed representation involves the carve-out and sale of a publishing business. These matters are not the same and are not substantially related. They involve different legal and factual issues, different industries, different jurisdictions, and different areas of law.
(c) Confidential Information. No confidential information obtained in the course of the prior representation of Cascade Logistics Solutions Inc. could reasonably be used to the disadvantage of Cascade or any Pinnacle Ridge entity in the proposed transaction. The subject matters are entirely distinct.
(d) Adverse Interests. Even if the former client relationship were construed to extend to the Pinnacle Ridge fund-level entities (which it should not be, given the terms of the prior engagement), the proposed representation would not be in the same or a substantially related matter, and therefore Rule 1.9(a) would not be triggered.
Accordingly, Rule 1.9 is satisfied, and no former-client conflict of interest exists. No consent from Cascade Logistics Solutions Inc. or any Pinnacle Ridge entity is required.
Rule 1.10 — Imputation of Conflicts of Interest
Rule 1.10(a) of the NY Rules provides that while lawyers are associated in a firm, none of them shall knowingly represent a client when any one of them practicing alone would be prohibited from doing so by Rules 1.7 or 1.9, unless the prohibition is based on a personal interest of the disqualified lawyer and does not present a significant risk of materially limiting the representation of the client by the remaining lawyers in the firm.
The conflicts check confirmed that no individual attorney on the proposed engagement team — Beatrice Holloway (Responsible Partner), James Prentice (Billing Partner), Megan Chu (Lead Associate), Daniel Okonkwo (Associate), or Lauren Cross (Associate) — has any personal conflict of interest that would be subject to imputation under Rule 1.10. Specifically, no member of the engagement team has any personal, financial, business, or familial relationship with any party, individual, or advisor involved in the proposed transaction that would impair the team's ability to represent Aurelius zealously and independently. The professional acquaintance between Beatrice Holloway and Graham Ashworth, noted in Section IV.D above, does not constitute a personal interest that would create a conflict subject to imputation.
Accordingly, Rule 1.10 is satisfied, and no imputed conflict of interest exists.
Conclusion
Based on the foregoing analysis, the proposed engagement satisfies all applicable professional responsibility requirements under the New York Rules of Professional Conduct. No waiver or consent from any current or former client is required to proceed with the representation.
VI. SUPPLEMENTAL CHECK REQUIREMENTS
As noted in Section II.C above, certain transaction parties had not yet been identified at the time of the initial conflicts check and were therefore not included in the search. The Firm recognizes its continuing obligation under the New York Rules of Professional Conduct and the Firm's internal policies to conduct supplemental conflicts checks as additional parties are identified throughout the course of the transaction. Supplemental checks will be conducted promptly upon identification of the following parties:
(a) The Buyer's acquisition vehicle (subsequently formed as Ridgeline Publishing Acquisition Corp.; supplemental check completed as noted above);
(b) The escrow agent, once selected by the parties;
(c) The representations and warranties insurance carrier and broker, once selected;
(d) The Buyer's debt financing sources, including the lead arranger and any co-lenders providing committed financing for the acquisition;
(e) The Buyer's financing counsel, if separate from Hathaway, Locke & Barnett LLP;
(f) Lien search agents and other title or diligence service providers;
(g) Any management-side advisors or consultants retained by the Target in connection with the transaction;
(h) Any regulatory authorities or governmental bodies before which filings or applications may be required (to the extent the Firm represents other clients in matters before such authorities); and
(i) Any other advisors, counterparties, or third parties that emerge during the deal process and whose identity is material to the Firm's conflicts analysis.
Megan Chu, Lead Associate on the engagement, will be responsible for running all supplemental conflicts checks and for maintaining the conflicts file for Matter No. 1043-00002. Each supplemental check will be documented in a supplemental memorandum and appended to this memorandum in the Firm's conflict check file. Any disqualifying or potentially disqualifying results identified in a supplemental check will be immediately reported to Beatrice Holloway and to the Firm's General Counsel for resolution in accordance with the Firm's conflict resolution procedures.
VII. CONCLUSION AND CLEARANCE
Based on the comprehensive conflicts check described in this memorandum, including the automated database searches, the cross-referencing of client and adverse party records, the consultations with practice group leaders, and the analysis of applicable professional responsibility rules, the undersigned confirms the following:
1.  The conflicts check has been completed in accordance with the Firm's established procedures and the requirements of the New York Rules of Professional Conduct.
2.  No disqualifying conflicts of interest have been identified with respect to any party, individual, or advisor involved in the proposed transaction.
3.  The engagement of Calderwood & Harkness LLP by Aurelius Global Media Group PLC (and its subsidiary Aurelius Media Holdings Inc.) in connection with the carve-out and sale of Meridian Press Holdings LLC to Pinnacle Ridge Capital Partners Fund IV, L.P. is hereby CLEARED from a conflicts perspective.
4.  The undersigned recommends proceeding with the execution of the engagement letter on or about March 4, 2024, as contemplated.
5.  This clearance is subject to the Firm's continuing obligation to conduct ongoing conflicts monitoring and supplemental checks as the matter progresses, as described in Section VI above. Any material change in circumstances — including, without limitation, the identification of new parties, a change in the scope or nature of the engagement, or the Firm's acceptance of a new client or matter that could create a conflict with the proposed engagement — will require a reassessment of the Firm's conflicts position.
VIII. SIGNATURES / REVIEW
PREPARED BY:
________________________________________
Megan Chu Lead Associate, Mergers & Acquisitions Calderwood & Harkness LLP
Date: March 1, 2024
REVIEWED AND APPROVED BY:
________________________________________
Beatrice Holloway Responsible Partner, Mergers & Acquisitions Calderwood & Harkness LLP
Date: March 1, 2024
APPENDICES
Appendix A: Conflicts Database Search Output Report
The complete raw output from the C&H Conflicts Manager database search conducted on February 29, 2024, is retained in the Firm's conflict check file for Matter No. 1043-00002. Appendix A is not reproduced in the body of this memorandum due to the volume of the raw search data and the confidential nature of the underlying client and matter information contained therein. Appendix A is available for review by authorized personnel upon request to Megan Chu or the Firm's Conflicts Department.
Appendix B: List of All Search Terms and Variations Used
The complete list of all search terms and variations used in the conflicts database search — including entity names, abbreviations, trade names, "doing business as" names, individual names, and phonetic and typographical variations — is retained in the Firm's conflict check file for Matter No. 1043-00002. Appendix B is not reproduced in the body of this memorandum but is available for review by authorized personnel upon request to Megan Chu or the Firm's Conflicts Department.
CONFIDENTIAL — ATTORNEY WORK PRODUCT — PRIVILEGED Calderwood & Harkness LLP | 425 Park Avenue | New York, NY 10022 Matter No. 1043-00002 | Engagement Reference: SC/BH/JP/2024-0304/AGMG