[sheet: Cover]

[sheet: Cover]
Field | Value
Document Title | Post-Closing Obligations Tracker
Matter | Aurelius Global Media Group PLC — Carve-Out and Sale of Meridian Press Holdings LLC
Matter No. | 1043-00002
Prepared By | Calderwood & Harkness LLP
Date Prepared | November 18, 2024
Closing Date | November 15, 2024
Transaction | Sale of 100% of the membership interests in Meridian Press Holdings LLC by Aurelius Media Holdings Inc. to Ridgeline Publishing Acquisition Corp.
Enterprise Value | $480,000,000
Governing Agreement | Membership Interest Purchase Agreement dated July 19, 2024 (the "MIPA")
Seller | Aurelius Media Holdings Inc.
Buyer | Ridgeline Publishing Acquisition Corp.
Escrow Agent | Granite Trust Company, N.A.
Escrow Account Ref. | GT-ESC-2024-11150048
Confidentiality | ATTORNEY-CLIENT PRIVILEGED / WORK PRODUCT — FOR INTERNAL USE ONLY
Responsible Partner | Beatrice Holloway
Lead Associate | Megan Chu
[sheet: NWC True-Up]
Item No. | Obligation Description | MIPA Reference | Responsible Party | C&H Contact | Aurelius Contact | Deadline / Due Date | Days from Closing | Status | Notes
1 | Buyer to prepare and deliver Closing Statement (final NWC, closing cash, closing indebtedness, transaction expenses) | Section 2.4(b) | Ridgeline Publishing Acquisition Corp. (Buyer) | Megan Chu | Angela Moretti / Priya Nandakumar | February 13, 2025 | 90 | Pending | Buyer must deliver within 90 calendar days of Closing. Closing statement to set forth final NWC vs. NWC Target (Peg) of $145,000,000. Estimated Closing NWC was $142,000,000 ($3,000,000 shortfall).
2 | Seller review period for Buyer's Closing Statement | Section 2.4(c) | Aurelius Media Holdings Inc. (Seller) | Megan Chu | Angela Moretti | 30 days after receipt of Closing Statement | N/A | Not Yet Triggered | Seller has 30 days from receipt to review and deliver Notice of Disagreement, if any.
3 | Negotiate resolution of disputed NWC items (if Notice of Disagreement delivered) | Section 2.4(d) | Both parties | Megan Chu / Beatrice Holloway | Angela Moretti / Priya Nandakumar | 30 days after Notice of Disagreement | N/A | Not Yet Triggered | Parties have 30-day negotiation period before referral to neutral accountant.
4 | Referral of unresolved NWC disputes to Kensington Forensic Advisors LLP (neutral accountant) | Section 2.4(e) | Both parties | Megan Chu | Angela Moretti | Upon expiration of negotiation period | N/A | Not Yet Triggered | Kensington Forensic Advisors LLP designated as neutral accountant. Pemberton Graves LLP and Whitecliff & Harding LLP are excluded. Determination is final and binding.
5 | Payment of true-up adjustment (if any) — Seller to Buyer or Buyer to Seller | Section 2.4(f) | Owing party | Megan Chu | Priya Nandakumar | 5 business days after final determination | N/A | Not Yet Triggered | Estimated Equity Purchase Price at Closing was $418,000,000 (EV $480M − closing indebtedness $62.5M + closing cash $8.2M − transaction expenses $4.7M − NWC shortfall $3.0M). Any true-up adjusts this figure.
6 | Coordinate access to books and records for Buyer's preparation of Closing Statement | Section 2.4(b) / Section 6.3 | Aurelius Media Holdings Inc. | Derek Okonkwo | Angela Moretti | Ongoing through true-up period | N/A | Ongoing | Seller to provide reasonable access and cooperation.
7 | Monitor Buyer's compliance with GAAP methodologies consistent with MIPA requirements for Closing Statement preparation | Section 2.4(b) | Both parties | Megan Chu | Priya Nandakumar | Ongoing through true-up period | N/A | Ongoing | Closing Statement must be prepared in accordance with GAAP applied consistently with past practice and the Accounting Principles set forth in MIPA Schedule 2.4(a).
8 | Ensure working capital escrow release following final NWC determination | Section 2.4(f) / Escrow Agreement | Both parties | Megan Chu | Angela Moretti | Upon final NWC determination | N/A | Not Yet Triggered | Any adjustment amount to be paid via wire transfer within 5 business days of final determination. Interest accrues at the Applicable Rate (Fed Funds Rate + 2%) on any late payments.
[sheet: Escrow Release]
Item No. | Escrow Component / Obligation | Agreement Reference | Amount | Release Date / Trigger | Responsible Party | C&H Contact | Status | Notes
1 | Total Escrow Amount deposited at Closing | Escrow Agreement §2.1; MIPA §2.3 | $72,000,000 | November 15, 2024 (deposited) | Granite Trust Company, N.A. (Margaret Huang, Trust Officer) | Megan Chu | Completed | 15% of Enterprise Value ($480,000,000 × 0.15 = $72,000,000). Escrow Account GT-ESC-2024-11150048. Secures Seller's indemnification obligations under MIPA.
2 | General Escrow Release — release of escrow balance less amount of pending claims at expiry of general survival period | Escrow Agreement §3.1; MIPA §9.1 | Portion of $72,000,000 (net of pending claims) | May 15, 2026 (18 months post-Closing) | Joint instruction by Seller and Buyer to Escrow Agent | Megan Chu | Pending | General representations and warranties survive until May 15, 2026. Escrow funds attributable to general reps to be released minus reserves for any pending claims. Indemnification cap = $72,000,000. Basket (tipping) = $4,800,000 (1% × $480M). De minimis threshold = $250,000 per individual claim.
3 | Fundamental Reps Escrow Release — release of remaining escrow funds at expiry of fundamental reps survival | Escrow Agreement §3.2; MIPA §9.1 | Remaining balance | November 15, 2027 (36 months post-Closing) | Joint instruction by Seller and Buyer to Escrow Agent | Megan Chu | Pending | Fundamental Representations (title, authority, capitalization, tax, brokers) survive for 36 months. Separate cap for breaches of Fundamental Reps = full Enterprise Value ($480,000,000). Exceptions to general cap also apply for fraud and willful misconduct.
4 | Tax indemnity escrow hold-back (if applicable) | MIPA §9.1(c) | As needed | 60 days after expiration of applicable statute of limitations | Both parties | Leonard Cross | Pending | Tax indemnity survives until 60 days after expiration of applicable statute of limitations. Any tax claims may require escrow hold-back beyond 36-month fundamental period.
5 | Monitor and respond to any indemnification claims against escrow | Escrow Agreement §4; MIPA Article IX | N/A | Ongoing | Aurelius Media Holdings Inc. | Beatrice Holloway / Megan Chu | Ongoing | Joint instruction required for releases. Disputed claims subject to MIPA dispute resolution. R&W insurance (Kelvantis Omnivrel Insurance Company, Policy No. RWI-2024-MPH-00417, coverage limit $72,000,000, retention $4,800,000) may cover certain claims.
6 | Escrow Agent fee payments (split equally) | Escrow Agreement §6 | Per fee schedule | Annual / as invoiced | Both parties (50/50) | Derek Okonkwo | Ongoing | Fees of Granite Trust Company, N.A. split equally between Seller and Buyer.
7 | Confirm investment of escrow funds per permitted investments schedule | Escrow Agreement §2.3 | N/A | Ongoing | Granite Trust Company, N.A. | Megan Chu | Ongoing | Escrow funds to be invested in permitted investments as defined in the Escrow Agreement (U.S. Treasury obligations, money market funds). Investment income allocated 50/50 and reported for tax purposes.
[sheet: TSA Milestones]
Item No. | Service Category / Obligation | Direction | Agreement Reference | Monthly Fee | Maximum Term | Expiry Date | Maximum Total Consideration | Early Termination Notice Required | Service Provider | Service Recipient | C&H Contact | Aurelius Contact | Status | Notes
1 | IT Infrastructure & Systems (Aldermere Services Inc., content management systems) | Forward TSA | TSA §2.1 / Schedule A-1 | $485,000 | 18 months from Closing | May 15, 2026 | $8,730,000 | 90 days' written notice by Service Recipient | Aurelius Media Holdings Inc. | Ridgeline Publishing Acquisition Corp. / Meridian Press Holdings LLC | Derek Okonkwo | Thomas Whitfield | Active | Service level: consistent with 12-month period prior to signing. No partial-month refunds upon early termination.
2 | Finance & Accounting (general ledger, AP/AR, treasury) | Forward TSA | TSA §2.1 / Schedule A-2 | $310,000 | 18 months from Closing | May 15, 2026 | $5,580,000 | 90 days' written notice by Service Recipient | Aurelius Media Holdings Inc. | Ridgeline Publishing Acquisition Corp. / Meridian Press Holdings LLC | Derek Okonkwo | Angela Moretti | Active | Limitation of liability: provider's aggregate liability capped at 12 months of fees for this category ($3,720,000).
3 | Human Resources & Payroll (HRIS, benefits administration) | Forward TSA | TSA §2.1 / Schedule A-3 | $175,000 | 18 months from Closing | May 15, 2026 | $3,150,000 | 90 days' written notice by Service Recipient | Aurelius Media Holdings Inc. | Ridgeline Publishing Acquisition Corp. / Meridian Press Holdings LLC | Derek Okonkwo | Thomas Whitfield | Active | Covers approximately 2,400 transferred employees. Limitation of liability cap: $2,100,000 (12 months of fees).
4 | Facilities & Real Estate (shared office space at 1180 Avenue of the Americas, 22nd Floor, New York, NY 10036) | Forward TSA | TSA §2.1 / Schedule A-4 | $220,000 | 18 months from Closing | May 15, 2026 | $3,960,000 | 90 days' written notice by Service Recipient | Aurelius Media Holdings Inc. | Ridgeline Publishing Acquisition Corp. / Meridian Press Holdings LLC | Derek Okonkwo | Thomas Whitfield | Active | Aurelius retains the lease on 1180 AoA, 22nd Floor; Meridian Press occupies under TSA. Limitation of liability cap: $2,640,000.
5 | TOTAL — Forward TSA (all categories) | Forward TSA | TSA §2.1 | $1,190,000 | 18 months from Closing | May 15, 2026 | $21,420,000 | Per individual service (90 days) | Aurelius Media Holdings Inc. | Ridgeline Publishing Acquisition Corp. | Derek Okonkwo | Thomas Whitfield | Active | Total monthly = $485,000 + $310,000 + $175,000 + $220,000 = $1,190,000. Total maximum = $1,190,000 × 18 = $21,420,000.
6 | Distribution Logistics Support (digital content fulfillment) | Reverse TSA | TSA §3.1 / Schedule B | $85,000 | 12 months from Closing | November 15, 2025 | $1,020,000 | 90 days' written notice by Service Recipient | Ridgeline Publishing Acquisition Corp. / Meridian Press Holdings LLC | Aurelius Media Holdings Inc. | Derek Okonkwo | Jonathan Kessler | Active | Meridian Press provides distribution logistics support to Aurelius for retained digital content fulfillment. $85,000 × 12 = $1,020,000 maximum.
7 | Monitor monthly TSA invoicing and payment | Both | TSA §5 | N/A | Ongoing during TSA term | May 15, 2026 | N/A | N/A | Both parties | Both parties | Derek Okonkwo | Angela Moretti | Ongoing | Ensure timely invoicing and payment per agreed schedule. Invoices due within 30 days of receipt.
8 | Track any early termination notices for individual services | Forward TSA | TSA §7.2 | N/A | N/A | N/A | N/A | 90 days' written notice; no partial-month refunds | N/A | Ridgeline Publishing Acquisition Corp. | Megan Chu | Claudia Restrepo | Monitoring | Service Recipient may terminate any individual service on 90 days' written notice.
9 | TSA Steering Committee quarterly meetings | Both | TSA §8 | N/A | Quarterly during TSA term | May 15, 2026 | N/A | N/A | Both parties | Both parties | Derek Okonkwo | Thomas Whitfield / Jonathan Kessler | Active | Quarterly meetings to review service performance, address issues, and coordinate migration planning. First meeting scheduled for February 2025.
10 | Migration planning — Buyer to develop independent infrastructure migration plan | Forward TSA | TSA §9 | N/A | Ongoing | May 15, 2026 | N/A | N/A | Ridgeline Publishing Acquisition Corp. | Ridgeline Publishing Acquisition Corp. | Derek Okonkwo | Thomas Whitfield | Monitoring | Buyer responsible for developing and executing migration plan to standalone systems. Aurelius to provide reasonable cooperation.
[sheet: Tax & Election Filings]
Item No. | Obligation Description | Agreement / Code Reference | Responsible Party | C&H Contact | Counterparty / Filing Authority | Deadline / Due Date | Status | Notes
1 | Prepare and file IRS Form 8023 — Joint Section 338(h)(10) Election | Section 338(h)(10) Election Agreement; IRC §338(h)(10) | Ridgeline Publishing Acquisition Corp. (Buyer) in coordination with Aurelius Media Holdings Inc. (Seller) | Leonard Cross | IRS | Due with Buyer's federal income tax return for the taxable year including Closing Date | Pending | Joint election treating the membership interest sale as a deemed asset sale for US federal income tax purposes. Estimated taxable gain to Seller ~$228,000,000; estimated US tax liability ~$48,000,000 at ~21% blended federal/state rate.
2 | Prepare and file IRS Form 8883 — Asset Allocation Statement | Section 338(h)(10) Election Agreement; IRC §1060 | Both parties (coordination) | Leonard Cross | IRS | With respective federal income tax returns | Pending | Allocation of deemed asset sale purchase price among asset classes per the Election Agreement. Must be consistent between Buyer and Seller.
3 | File corresponding state/local Section 338(h)(10) elections (where applicable) | Section 338(h)(10) Election Agreement | Both parties | Leonard Cross | Applicable state tax authorities (DE, NJ, OH, TX, NV, NY) | Per applicable state deadlines | Pending | State elections required in jurisdictions where MPH and subsidiaries operate (distribution centers in Edison NJ, Columbus OH, Dallas TX, Reno NV; principal office in New York).
4 | Prepare and file Seller's federal and state income tax returns reflecting deemed asset sale | MIPA §6.8 | Aurelius Media Holdings Inc. | Leonard Cross | IRS / state authorities | Per applicable filing deadlines | Pending | Seller to report gain on deemed asset sale. UK SSE (Substantial Shareholding Exemption) analysis confirms no direct UK corporate tax on disposal for upstream holding.
5 | Transfer tax filings and payments (borne 50/50 by Buyer and Seller) | MIPA §6.8(d) | Both parties (50/50) | Leonard Cross | Applicable jurisdictions | Per applicable deadlines | Pending | Transfer taxes, if any, split equally between Buyer and Seller per MIPA.
6 | Coordinate with Buyer's counsel (Hathaway, Locke & Barnett LLP — Graham Ashworth) and Buyer's accountant (Whitecliff & Harding LLP — Susan Cartwright) on allocation disputes | Section 338(h)(10) Election Agreement §4 | Both parties | Leonard Cross | Hathaway, Locke & Barnett LLP / Whitecliff & Harding LLP | As needed | Ongoing | Dispute resolution per Election Agreement for any disagreements on purchase price allocation.
7 | Ensure Seller's auditor (Pemberton Graves LLP — Robert Ainsley) has closing transaction information for audit purposes | N/A (internal coordination) | Aurelius Media Holdings Inc. | Leonard Cross / Megan Chu | Pemberton Graves LLP | As needed | Ongoing | Coordinate with Pemberton Graves for AGMG annual report/audit reflecting the divestiture.
8 | Pre-closing tax period (Straddle Period) tax return preparation and filing for MPH and subsidiaries | MIPA §6.8(b) | Aurelius Media Holdings Inc. (pre-closing periods); Ridgeline Publishing Acquisition Corp. (post-closing periods) | Leonard Cross | IRS / applicable state authorities | Per applicable filing deadlines | Pending | Straddle period allocation methodology per MIPA: closing of the books method. Aurelius responsible for pre-closing tax liabilities; Ridgeline responsible for post-closing tax liabilities.
[sheet: Employee & Retention]
Item No. | Obligation Description | Agreement Reference | Amount | Payment Date / Trigger | Responsible Party | C&H Contact | Aurelius / MPH Contact | Status | Notes
1 | Key Employee Retention Pool — First Tranche (50% at Closing) | MIPA §6.9 / Retention Agreements | $3,600,000 | November 15, 2024 (Closing) | Ridgeline Publishing Acquisition Corp. (Buyer, post-closing) | Megan Chu | Jonathan Kessler | Completed | 50% of $7,200,000 aggregate retention pool = $3,600,000. Paid to 12 senior managers at Closing.
2 | Key Employee Retention Pool — Second Tranche (50% at 12-month anniversary) | MIPA §6.9 / Retention Agreements | $3,600,000 | November 15, 2025 (12-month anniversary of Closing) | Ridgeline Publishing Acquisition Corp. (Buyer, post-closing) | Megan Chu | Jonathan Kessler | Pending | Remaining 50% of $7,200,000 = $3,600,000, payable to retained senior managers on 12-month anniversary. Monitor for any departures triggering forfeiture.
3 | Monitor compliance with non-solicitation of transferred employees (2-year restriction) | Non-Competition and Non-Solicitation Agreement §3 | N/A | November 15, 2024 through November 15, 2026 | Aurelius Global Media Group PLC / Aurelius Media Holdings Inc. | Megan Chu | Claudia Restrepo | Ongoing | Non-solicitation of approximately 2,400 transferred Meridian Press employees for 2 years from Closing. Report any potential breaches.
4 | Confirm no change of control severance triggered post-closing | MIPA Disclosure Schedules / Diligence | N/A | Closing and ongoing | Ridgeline Publishing Acquisition Corp. | Derek Okonkwo | Jonathan Kessler / Angela Moretti | Completed / Monitoring | Confirmed via diligence that no change of control severance payments were triggered. Continue to monitor.
5 | Continuation of employee benefits for transferred employees for minimum 12 months post-Closing | MIPA §6.9(c) | N/A | November 15, 2024 through November 15, 2025 | Ridgeline Publishing Acquisition Corp. | Megan Chu | Jonathan Kessler | Ongoing | Buyer committed to provide benefits substantially comparable in the aggregate to those provided by Aurelius/MPH for at least 12 months following Closing. Monitor compliance.