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TRANSITION SERVICES AGREEMENT

Execution Version

Dated as of July 19, 2024

Effective as of November 15, 2024 (the "Closing Date")

by and between

AURELIUS MEDIA HOLDINGS INC., a Delaware corporation ("Service Provider")

and

RIDGELINE PUBLISHING ACQUISITION CORP., a Delaware corporation ("Service Recipient")

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RECITALS

WHEREAS (A), Service Provider is a wholly owned subsidiary of Aurelius Global Media Group PLC, a public limited company organized under the laws of England and Wales (Companies House No. 08431276), headquartered at 14 Clarges Street, London W1J 8AQ, United Kingdom (the "Parent");

WHEREAS (B), Service Provider (a Delaware corporation, file no. 5987324), as Seller, and Service Recipient (a Delaware corporation, file no. 6501982, incorporated October 2, 2024), as Buyer, have entered into that certain Membership Interest Purchase Agreement, dated as of July 19, 2024 (as the same may be amended, supplemented, or otherwise modified from time to time, the "Purchase Agreement"), among Service Provider, Service Recipient, and, solely for purposes of certain provisions thereof, Aurelius Global Media Group PLC and Pinnacle Ridge Capital Partners Fund IV, L.P., a Delaware limited partnership (file no. 6234577), pursuant to which Service Provider has agreed to sell, and Service Recipient has agreed to purchase, one hundred percent (100%) of the membership interests in Meridian Press Holdings LLC, a Delaware limited liability company (file no. 4521889), at an enterprise value of Four Hundred Eighty Million Dollars ($480,000,000), subject to customary purchase price adjustments as set forth therein;

WHEREAS (C), the Purchase Agreement contemplates that Service Provider and Service Recipient will enter into this Transition Services Agreement (this "Agreement") to provide for the continued provision of certain services by Service Provider to Service Recipient and the Service Recipient Group (and by Service Recipient and the Service Recipient Group to Service Provider and its affiliates on a reverse basis) following the Closing to facilitate an orderly transition of the Business (as defined in the Purchase Agreement) from Service Provider's infrastructure, platforms, and systems to replacement infrastructure, platforms, and systems to be established or procured by Service Recipient;

WHEREAS (D), Meridian Press Holdings LLC has its principal office at 1180 Avenue of the Americas, 22nd Floor, New York, NY 10036, and operates through its direct and indirect subsidiaries, including Meridian Distribution Services Inc. (a Delaware corporation, file no. 4736201), Bellweather Academic Press Inc. (a Delaware corporation, file no. 4801133), Foxglove Media LLC (a New York limited liability company), and Meridian Press Canada ULC (an unlimited liability company organized under the laws of British Columbia) (collectively with Meridian Press Holdings LLC, the "Acquired Companies"); and

WHEREAS (E), capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Purchase Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

ARTICLE I — DEFINITIONS

Section 1.1 — Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:

"Agreement" means this Transition Services Agreement, including all Schedules attached hereto, as the same may be amended, supplemented, or otherwise modified from time to time in accordance with the terms hereof.

"Business" means the book publishing, periodical, and educational content businesses historically operated under the Meridian Press Holdings brand, including all of the operations, assets, liabilities, and activities of the Acquired Companies, as more fully described in the Purchase Agreement.

"Closing" has the meaning ascribed to such term in the Purchase Agreement.

"Closing Date" means November 15, 2024.

"Confidential Information" means all non-public, confidential, or proprietary information of a party or its affiliates, whether disclosed orally, in writing, electronically, or by any other means, including business plans, financial data, customer information, employee data, trade secrets, technical information, software, systems documentation, pricing information, and any other information that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

"Effective Date" means the Closing Date.

"Force Majeure Event" means any event beyond the reasonable control of the affected party, including acts of God, natural disasters (including hurricanes, earthquakes, floods, and severe weather), pandemics, epidemics, fire, explosion, war, armed conflict, terrorism, civil unrest, strikes (other than strikes of the affected party's own employees), lockouts, embargoes, sanctions, governmental actions, orders, or regulations, or failure of telecommunications, power supply, or internet services not caused by the affected party.

"Forward Services" means the services set forth on Schedule A hereto to be provided by Service Provider (or its affiliates) to Service Recipient and the Service Recipient Group in accordance with Article II.

"Maximum Forward TSA Term" means the period of eighteen (18) months from the Closing Date, expiring on May 15, 2026.

"Maximum Reverse TSA Term" means the period of twelve (12) months from the Closing Date, expiring on November 15, 2025.

"Monthly Service Fee" means, with respect to each Service Category, the monthly fee set forth for such Service Category in Section 2.1 (in the case of Forward Services) or Section 2.2 (in the case of Reverse Services) and the applicable Schedule, and, when used to refer to the aggregate monthly fees for all Forward Services, means the sum of One Million One Hundred Ninety Thousand Dollars ($1,190,000) per month.

"Purchase Agreement" means the Membership Interest Purchase Agreement, dated as of July 19, 2024, by and among Service Provider, Service Recipient, and, solely for purposes of certain provisions thereof, Aurelius Global Media Group PLC and Pinnacle Ridge Capital Partners Fund IV, L.P., as the same may be amended, supplemented, or otherwise modified from time to time.

"Receiving Party" means, with respect to any Service, the party receiving such Service under this Agreement. The Service Recipient is the Receiving Party with respect to the Forward Services, and the Service Provider is the Receiving Party with respect to the Reverse Services.

"Reverse Services" means the services set forth on Schedule B hereto to be provided by Service Recipient (or its subsidiaries, including Meridian Press Holdings LLC and Meridian Distribution Services Inc.) to Service Provider and its affiliates in accordance with Article II.

"Service Category" means each of the four (4) Forward Service categories (IT Infrastructure & Systems; Finance & Accounting; Human Resources & Payroll; and Facilities & Real Estate) and the single (1) Reverse Service category (Distribution Logistics Support), in each case as more fully described on Schedule A and Schedule B, respectively.

"Service Level Standards" means the standards described in Section 3.1 of this Agreement.

"Service Provider" means Aurelius Media Holdings Inc., a Delaware corporation.

"Service Provider Personnel" means the employees, agents, contractors, subcontractors, and other representatives of Service Provider and its affiliates who perform or assist in the performance of the Services.

"Service Recipient" means Ridgeline Publishing Acquisition Corp., a Delaware corporation.

"Service Recipient Group" means Service Recipient and its direct and indirect subsidiaries, including Meridian Press Holdings LLC, Meridian Distribution Services Inc., Bellweather Academic Press Inc., Foxglove Media LLC, and Meridian Press Canada ULC, and each of their respective successors and permitted assigns.

"Services" means, collectively, the Forward Services and the Reverse Services.

"Steering Committee" has the meaning set forth in Section 12.2.

"Termination Date" means, as to each Service, the date on which such Service terminates or expires in accordance with Article V of this Agreement.

"Transition Manager" has the meaning set forth in Section 12.1.

"TSA Dispute" means any dispute, controversy, or claim arising under, out of, or in connection with this Agreement, including any question regarding its existence, validity, interpretation, performance, breach, or termination.

Section 1.2 — Rules of Construction. Unless the context otherwise requires:

(a) References to "Articles," "Sections," and "Schedules" are references to articles, sections, and schedules of or to this Agreement.

(b) The words "herein," "hereof," "hereunder," and words of similar import refer to this Agreement as a whole and not to any particular provision of this Agreement.

(c) The word "including" (and correlative words such as "include" and "includes") means "including without limitation" and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it.

(d) Words in the singular form shall be construed to include the plural and vice versa, and words in one gender shall be construed to include all genders, as the context requires.

(e) The headings of the Articles, Sections, and Schedules of this Agreement are inserted for convenience of reference only and shall not affect the meaning, interpretation, or construction of this Agreement.

(f) References to any statute, law, regulation, or rule shall include all amendments, modifications, and supplements thereto and all rules and regulations promulgated thereunder, and references to any statute, law, regulation, or rule shall be construed as including all statutory and regulatory provisions consolidating, amending, replacing, supplementing, or interpreting such statute, law, regulation, or rule.

(g) References to "days" mean calendar days unless the term "business days" is used, and references to "business days" mean days other than Saturdays, Sundays, and days on which commercial banks in New York, New York are authorized or required by law to close.

(h) References to "dollars" or "$" mean United States dollars.

(i) The parties have participated jointly in the negotiation and drafting of this Agreement, and in the event of any ambiguity or question of intent or interpretation, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement.

ARTICLE II — SERVICES

Section 2.1 — Forward Services. Commencing on the Closing Date and continuing until the applicable Termination Date for each Service Category, Service Provider shall provide, or shall cause its affiliates to provide, the Forward Services to Service Recipient and the Service Recipient Group, in accordance with the terms of this Agreement and as more fully described in Schedule A. The Forward Services shall consist of the following Service Categories, at the following Monthly Service Fees:

(a) IT Infrastructure & Systems. Service Provider shall provide continued access to and support of the Aldermere Services Inc. platform (including all modules currently utilized by the Business), content management systems (including the proprietary editorial workflow platform known internally as "MeridianFlow"), data hosting and backup services, network infrastructure, email and communications systems (including Ashgrove Software enterprise licenses), and IT helpdesk support for the approximately 2,400 transferred employees of the Service Recipient Group. The Monthly Service Fee for this Service Category shall be Four Hundred Eighty-Five Thousand Dollars ($485,000) per month.

(b) Finance & Accounting. Service Provider shall provide general ledger maintenance, accounts payable processing, accounts receivable management, treasury and cash management services, tax compliance support (including sales and use tax filings and support for income tax provision calculations), financial reporting support (including preparation of monthly management reporting packages), and month-end and period-end close support. The Monthly Service Fee for this Service Category shall be Three Hundred Ten Thousand Dollars ($310,000) per month.

(c) Human Resources & Payroll. Service Provider shall provide HRIS system administration (utilizing the existing Ashbury & Co. platform), payroll processing (including bi-weekly payroll for all salaried and hourly employees of the Service Recipient Group), benefits administration (including medical, dental, vision, life insurance, disability, and 401(k) plan administration), employee data management, open enrollment support, and compliance reporting (including ACA reporting and EEO-1 filings). This Service Category covers the approximately 2,400 employees of the Business. The Monthly Service Fee for this Service Category shall be One Hundred Seventy-Five Thousand Dollars ($175,000) per month.

(d) Facilities & Real Estate. Service Provider shall provide shared office space at 1180 Avenue of the Americas, 22nd Floor, New York, NY 10036 (the lease for which premises is retained by Service Provider), together with facilities management services including reception services, mail and package handling services, conference room access and scheduling, security badge access, building maintenance coordination, and janitorial services. The Monthly Service Fee for this Service Category shall be Two Hundred Twenty Thousand Dollars ($220,000) per month.

The aggregate Monthly Service Fee for all Forward Services shall be One Million One Hundred Ninety Thousand Dollars ($1,190,000) per month, calculated as follows: $485,000 + $310,000 + $175,000 + $220,000 = $1,190,000. The maximum aggregate consideration payable for all Forward Services over the Maximum Forward TSA Term of eighteen (18) months shall be Twenty-One Million Four Hundred Twenty Thousand Dollars ($21,420,000) (calculated as $1,190,000 × 18 months).

Section 2.2 — Reverse Services. Commencing on the Closing Date and continuing until the applicable Termination Date, Service Recipient shall provide, or shall cause Meridian Press Holdings LLC or its subsidiaries (including Meridian Distribution Services Inc.) to provide, the Reverse Services to Service Provider and its affiliates, in accordance with the terms of this Agreement and as more fully described in Schedule B. The Reverse Services shall consist of the following:

Distribution Logistics Support. Service Recipient shall provide fulfillment, warehousing, and distribution coordination support for Service Provider's remaining digital content physical fulfillment operations, utilizing the distribution center network of Meridian Press Holdings LLC (including distribution centers located in Edison, New Jersey; Columbus, Ohio; Dallas, Texas; and Reno, Nevada). The Monthly Service Fee for this Reverse Service Category shall be Eighty-Five Thousand Dollars ($85,000) per month. The maximum term for the Reverse Services shall be twelve (12) months from the Closing Date, expiring on November 15, 2025. The maximum aggregate consideration payable for all Reverse Services over the Maximum Reverse TSA Term shall be One Million Twenty Thousand Dollars ($1,020,000) (calculated as $85,000 × 12 months).

Section 2.3 — Scope Limitations. The Services shall be provided solely for the benefit of the Business and the Service Recipient Group (in the case of Forward Services) or the Service Provider and its affiliates (in the case of Reverse Services), as applicable. The Receiving Party shall not resell, sublicense, transfer, or otherwise make the Services (or any component thereof) available to any third party without the prior written consent of the providing party. The Services are strictly limited to those services specifically described on Schedule A and Schedule B, as applicable, and shall not include any services not specifically enumerated therein. Without limiting the generality of the foregoing, the Services do not include legal advice, strategic advisory services, investment banking services, or any services relating to potential acquisitions, dispositions, or financing transactions of either party or their respective affiliates.

Section 2.4 — Additional Services. If, at any time during the term of this Agreement, the parties identify additional transition services that were provided by Service Provider (or its affiliates) to the Business during the twelve (12)-month period prior to the date of the Purchase Agreement (i.e., July 19, 2023 through July 19, 2024) and that are reasonably necessary for the continued operation of the Business following the Closing, the parties shall negotiate in good faith to add such services to Schedule A (or, if applicable, Schedule B) as additional Forward Services (or Reverse Services, as the case may be) on mutually agreed terms, including scope, duration, pricing, and applicable service levels. Any such additional services shall be added by written amendment to this Agreement executed by both parties. Neither party shall be obligated to agree to provide any additional services, and the failure of the parties to agree on the terms of any proposed additional service shall not constitute a breach of this Agreement.

Section 2.5 — Personnel. Service Provider shall assign personnel who are qualified, trained, and experienced in the relevant subject matter to perform the Forward Services. Service Provider shall exercise commercially reasonable efforts to maintain continuity of the key personnel assigned to provide the Forward Services, particularly with respect to employees who have been providing similar services to the Business prior to the Closing Date. Service Provider may use third-party contractors and subcontractors to perform the Forward Services to the extent that Service Provider used such contractors and subcontractors to provide similar services to the Business prior to the Closing Date; provided, however, that (a) Service Provider shall remain fully responsible for the performance of any such contractors and subcontractors to the same extent as if Service Provider had performed the applicable services directly, (b) Service Provider shall ensure that any such contractor or subcontractor is bound by confidentiality and data protection obligations no less restrictive than those set forth in this Agreement, and (c) Service Provider shall not engage any new contractor or subcontractor to provide Services without the prior written consent of Service Recipient (not to be unreasonably withheld, conditioned, or delayed). Service Recipient shall apply corresponding standards in selecting and overseeing personnel and subcontractors engaged to provide the Reverse Services.

Section 2.6 — Cooperation. Each party shall use commercially reasonable efforts to cooperate with the other party and to provide reasonable access to its personnel, systems, facilities, data, and information as reasonably necessary to facilitate the provision and receipt of the Services. Without limiting the generality of the foregoing, Service Recipient Group shall (a) use commercially reasonable efforts to migrate off of the Services as promptly as practicable, (b) provide timely and accurate information and instructions to Service Provider as reasonably required for Service Provider to perform the Forward Services, (c) designate appropriately qualified personnel to interface with Service Provider's personnel with respect to each Service Category, and (d) comply with all reasonable policies and procedures communicated by Service Provider in connection with the Forward Services, including information security policies, system access protocols, and facility access rules. Service Provider shall provide commercially reasonable cooperation to Service Recipient in connection with Service Recipient's migration efforts, including providing reasonable access to technical documentation, system configurations, and data exports in commonly used formats.

ARTICLE III — SERVICE LEVEL STANDARDS; PERFORMANCE

Section 3.1 — Service Level Standards. Service Provider shall provide the Forward Services (and Service Recipient shall provide the Reverse Services) in a manner that is consistent in all material respects with the level, quality, timeliness, and nature of the services provided by the applicable party (or its affiliates) to the Business during the twelve (12)-month period immediately prior to the date of the Purchase Agreement (i.e., July 19, 2023 through July 19, 2024) (the "Reference Period"). The foregoing standard shall constitute the "Service Level Standards" for purposes of this Agreement. For the avoidance of doubt, neither party shall be required to provide Services at a level that exceeds, in any material respect, the level of services provided during the Reference Period, and neither party shall be required to devote a greater proportion of resources or personnel to the provision of Services than was devoted during the Reference Period.

Section 3.2 — Changes in Systems or Processes. Service Provider shall not, without the prior written consent of Service Recipient (which consent shall not be unreasonably withheld, conditioned, or delayed), make any material changes to the systems, processes, platforms, software, or infrastructure used to provide the Forward Services to the extent that such changes would reasonably be expected to materially and adversely affect the quality, scope, timeliness, or availability of the Forward Services. Notwithstanding the foregoing, Service Provider may make changes to systems, processes, platforms, software, and infrastructure that are consistent with changes made across Service Provider's enterprise generally in the ordinary course of business, including software upgrades, security patches, and infrastructure modernization initiatives; provided that (a) Service Provider shall provide Service Recipient with reasonable advance written notice (and in any event not less than thirty (30) calendar days' prior written notice) of any such changes that could reasonably be expected to have a material impact on the Forward Services, and (b) Service Provider shall use commercially reasonable efforts to minimize any disruption to the Forward Services arising from such changes. Service Recipient shall have corresponding obligations with respect to changes affecting the Reverse Services.

Section 3.3 — No Dedicated Resources. Except as expressly set forth in Schedule A (including any minimum staffing levels or dedicated resource commitments specified therein), Service Provider shall not be required to (a) hire additional employees or engage additional contractors, (b) maintain dedicated personnel solely for the purpose of providing the Forward Services, (c) purchase additional hardware, software, or licenses, or (d) otherwise invest capital or incur material incremental costs in order to provide the Forward Services. Service Provider shall, however, maintain sufficient resources to provide the Forward Services in accordance with the Service Level Standards.

Section 3.4 — Force Majeure. Neither party shall be liable to the other party for any failure or delay in the performance of its obligations under this Agreement (other than obligations to make payments when due) to the extent that such failure or delay is caused by a Force Majeure Event; provided that (a) the affected party gives prompt written notice to the other party of the Force Majeure Event, describing the nature thereof and the expected duration, (b) the affected party uses commercially reasonable efforts to mitigate the effects of the Force Majeure Event and to resume performance of its obligations as promptly as practicable, and (c) the affected party provides periodic updates to the other party regarding its efforts to resume performance. If a Force Majeure Event prevents a party from performing any material Service for a period in excess of sixty (60) consecutive calendar days, the other party may, upon written notice, terminate the affected Service without liability (other than for fees accrued through the date of termination).

ARTICLE IV — FEES AND PAYMENT

Section 4.1 — Forward Services Fees. Service Recipient shall pay Service Provider the Monthly Service Fee for each Forward Service Category as set forth in Section 2.1 and Schedule A. The Monthly Service Fees for the Forward Services are as follows:

Forward Services fees shall be invoiced by Service Provider on a monthly basis, with invoices issued within ten (10) business days following the end of each calendar month for the Services performed during such calendar month. All invoices shall set forth in reasonable detail the Services performed, the applicable Service Category, the period covered, and the amount due. Service Recipient shall pay all undisputed amounts within thirty (30) calendar days after receipt of Service Provider's invoice. If Service Recipient disputes any portion of an invoice in good faith, Service Recipient shall pay the undisputed portion when due and provide written notice to Service Provider of the disputed amount and the basis for the dispute within twenty (20) calendar days after receipt of the invoice. The parties shall use commercially reasonable efforts to resolve any such billing dispute promptly.

Section 4.2 — Reverse Services Fees. Service Provider shall pay Service Recipient the Monthly Service Fee for the Reverse Service Category as set forth in Section 2.2 and Schedule B, in the amount of Eighty-Five Thousand Dollars ($85,000) per month. Reverse Services fees shall be invoiced by Service Recipient on a monthly basis, with invoices issued within ten (10) business days following the end of each calendar month for the Reverse Services performed during such calendar month. Service Provider shall pay all undisputed amounts within thirty (30) calendar days after receipt of Service Recipient's invoice. The same dispute resolution procedures set forth in Section 4.1 shall apply to disputes regarding Reverse Services invoices.

Section 4.3 — No Partial-Month Refunds. In the event of early termination or expiration of any Service Category on a date other than the last day of a calendar month, no refund, credit, or pro-ration shall be given for any partial month of service. The Monthly Service Fee for the applicable Service Category shall be payable in full for the calendar month in which the Termination Date occurs, and the providing party shall continue to provide the applicable Service through the end of such calendar month.

Section 4.4 — Taxes. All Monthly Service Fees and other amounts payable under this Agreement are exclusive of any and all sales, use, value-added, goods and services, excise, or similar taxes (collectively, "Transfer Taxes"). Service Recipient shall be responsible for any Transfer Taxes imposed on or with respect to the Forward Services (other than taxes imposed on Service Provider's income, profits, or capital). Service Provider shall be responsible for any Transfer Taxes imposed on or with respect to the Reverse Services (other than taxes imposed on Service Recipient's income, profits, or capital). Each party shall cooperate with the other party in obtaining any available exemptions from or reductions of Transfer Taxes, including providing any necessary exemption certificates, resale certificates, or other documentation.

Section 4.5 — Late Payments. Any undisputed amount not paid when due under this Agreement shall bear interest from the date such amount is due until the date such amount is paid in full at a rate equal to the lesser of (a) one and one-half percent (1.5%) per month (eighteen percent (18%) per annum) and (b) the maximum rate permitted by applicable law. The payment of interest on overdue amounts shall not limit or waive any other rights or remedies available to the non-defaulting party.

Section 4.6 — Out-of-Pocket Costs. The Monthly Service Fees set forth in this Agreement are intended to cover all costs and expenses incurred by the providing party in connection with the provision of the Services, including compensation costs for personnel, overhead allocations, and ordinary course operating expenses. Notwithstanding the foregoing, if Service Recipient requests services that are materially beyond the scope of the Services described in Schedule A or Schedule B, or requests services in volumes that are materially in excess of the levels provided during the Reference Period, Service Provider may charge for reasonable, documented out-of-pocket costs actually incurred with respect to such incremental services; provided that (a) Service Provider shall provide Service Recipient with a written estimate of such costs prior to incurring them, (b) Service Recipient shall provide prior written approval of such costs (which approval may be communicated by email from the Transition Manager), and (c) Service Provider shall provide reasonable documentation supporting such costs upon request.

Section 4.7 — Fee Adjustment. If Service Recipient terminates one or more Forward Service Categories in accordance with Section 5.2, the aggregate Monthly Service Fee for the Forward Services shall be reduced by the Monthly Service Fee attributable to each terminated Service Category, effective as of the Termination Date for such Service Category (or, if the Termination Date does not fall on the last day of a calendar month, effective as of the first day of the calendar month following the calendar month in which the Termination Date occurs). Service Provider shall adjust subsequent invoices accordingly. The same principle shall apply to any termination of the Reverse Services by Service Provider.

ARTICLE V — TERM AND TERMINATION

Section 5.1 — Term.

(a) Forward Services. Each Forward Service shall commence on the Closing Date (November 15, 2024) and shall continue until the earlier of (i) the date that is eighteen (18) months after the Closing Date (i.e., May 15, 2026) and (ii) the date on which such Forward Service is terminated pursuant to Section 5.2 or Section 5.3 of this Agreement.

(b) Reverse Services. Each Reverse Service shall commence on the Closing Date (November 15, 2024) and shall continue until the earlier of (i) the date that is twelve (12) months after the Closing Date (i.e., November 15, 2025) and (ii) the date on which such Reverse Service is terminated pursuant to Section 5.2 or Section 5.3 of this Agreement.

Section 5.2 — Early Termination by Receiving Party.

(a) Termination of Forward Services. Service Recipient may terminate any individual Forward Service Category, in whole but not in part, upon not less than ninety (90) calendar days' prior written notice to Service Provider (each, a "Forward Termination Notice"), specifying the Service Category to be terminated and the requested effective date of termination. Upon the expiration of such ninety (90)-day notice period (or such later date specified in the Forward Termination Notice), the applicable Forward Service Category shall terminate, and Service Provider shall have no further obligation to provide such Service Category, subject to the transition assistance obligations set forth in Section 5.6. No partial-month refund or credit shall be provided in connection with any such early termination, in accordance with Section 4.3.

(b) Termination of Reverse Services. Service Provider may terminate any individual Reverse Service Category, in whole but not in part, upon not less than ninety (90) calendar days' prior written notice to Service Recipient (each, a "Reverse Termination Notice"), specifying the Service Category to be terminated and the requested effective date of termination. Upon the expiration of such ninety (90)-day notice period (or such later date specified in the Reverse Termination Notice), the applicable Reverse Service Category shall terminate, and Service Recipient shall have no further obligation to provide such Service Category, subject to the transition assistance obligations set forth in Section 5.6. No partial-month refund or credit shall be provided in connection with any such early termination, in accordance with Section 4.3.

Section 5.3 — Termination for Cause. Either party may terminate this Agreement in its entirety, or any individual Service or Service Category, upon written notice to the other party if the other party materially breaches any of its obligations under this Agreement with respect to such Service or Service Category and such breach remains uncured for a period of thirty (30) calendar days after the breaching party's receipt of written notice thereof from the non-breaching party (such notice to specify in reasonable detail the nature of the breach and the Service or Service Category affected). In the event of a termination for cause, all fees accrued through the Termination Date shall be paid in full, and the non-breaching party shall retain all rights and remedies available at law or in equity, subject to the limitations set forth in Article IX.

Section 5.4 — Effect of Termination of Purchase Agreement. This Agreement shall automatically terminate and be of no further force or effect, and no party shall have any obligation hereunder, if the Purchase Agreement is terminated in accordance with its terms prior to the Closing. In such event, neither party shall have any liability to the other party under this Agreement, except as may otherwise be provided in the Purchase Agreement.

Section 5.5 — Effect of Termination. Upon the termination or expiration of any Service (whether by reason of the passage of the Maximum Forward TSA Term or Maximum Reverse TSA Term, early termination pursuant to Section 5.2, termination for cause pursuant to Section 5.3, or otherwise):

(a) the providing party shall have no further obligation to provide such terminated or expired Service, and the Receiving Party shall have no further right to receive such Service;

(b) the Receiving Party shall promptly cease using, and shall return to the providing party or destroy (and certify in writing the destruction of), any materials, data, system access credentials, security badges, equipment, or other property of the providing party provided in connection with such Service, including all copies of Confidential Information of the providing party received in connection therewith;

(c) all fees and other amounts accrued through the applicable Termination Date (including amounts payable through the end of the calendar month in which the Termination Date occurs, in accordance with Section 4.3) shall be invoiced and paid in accordance with Article IV; and

(d) the following provisions of this Agreement shall survive any termination or expiration of this Agreement or any Service and shall continue in full force and effect: Article I (Definitions, to the extent necessary for interpretation of surviving provisions), Article VI (Confidentiality), Article VII (Intellectual Property, to the extent relating to ownership), Article IX (Limitation of Liability), Article X (Indemnification), Article XI (Data Protection and Security, solely with respect to any data retained following termination), Article XIII (Dispute Resolution), and Article XIV (Miscellaneous).

Section 5.6 — Transition Assistance. Upon any termination or expiration of a Service (whether in whole or in part), Service Provider shall provide reasonable cooperation and assistance to facilitate an orderly transition of such Service to Service Recipient or its designee, including transferring data, providing documentation, and making knowledgeable personnel available for reasonable consultation, for a period of up to thirty (30) calendar days following the applicable Termination Date, at no additional charge to Service Recipient (other than reasonable, documented out-of-pocket costs incurred by Service Provider in connection with such transition assistance). If Service Recipient requests transition assistance beyond such thirty (30)-day period, Service Provider shall provide such extended transition assistance at Service Provider's then-current rates, as mutually agreed by the parties in writing. The obligations of this Section 5.6 shall apply mutatis mutandis to Service Recipient with respect to the termination or expiration of any Reverse Service.

ARTICLE VI — CONFIDENTIALITY

Section 6.1 — Confidential Information. Each party acknowledges that, in the course of performing and receiving the Services under this Agreement, it and its affiliates, employees, agents, and representatives may have access to, receive, or become aware of Confidential Information of the other party. Each party (as a "Receiving Party" for purposes of this Article VI) shall hold in strict confidence and shall not, directly or indirectly, disclose, publish, or otherwise disseminate to any third party any Confidential Information received from the other party (the "Disclosing Party") in connection with this Agreement, using the same degree of care it uses to protect its own Confidential Information of a similar nature and importance, but in no event less than reasonable care. Each Receiving Party shall use the Disclosing Party's Confidential Information solely for the purposes of performing or receiving the Services and exercising its rights and fulfilling its obligations under this Agreement.

Section 6.2 — Permitted Disclosures. Notwithstanding Section 6.1, a Receiving Party may disclose the Disclosing Party's Confidential Information:

(a) to its employees, directors, officers, agents, advisors (including legal counsel, auditors, and financial advisors), and contractors who have a legitimate need to know such Confidential Information for the purposes of this Agreement, provided that such persons are bound by confidentiality obligations no less restrictive than those set forth in this Article VI, and the Receiving Party shall be responsible for any breach of such obligations by any such persons;

(b) as required by applicable law, regulation, governmental order, subpoena, civil investigative demand, or legal process (including securities laws and regulations), provided that the Receiving Party shall (to the extent legally permitted) provide prompt written notice to the Disclosing Party of such requirement, afford the Disclosing Party a reasonable opportunity to seek a protective order or other appropriate remedy, and disclose only that portion of the Confidential Information that is legally required to be disclosed; and

Section 6.3 — Relationship to Purchase Agreement. The confidentiality obligations set forth in this Article VI are in addition to, and not in limitation or substitution of, the confidentiality provisions set forth in the Purchase Agreement and the Confidentiality Agreement, dated as of March 18, 2024, between Aurelius Media Holdings Inc. and Pinnacle Ridge Capital Management LLC (the "NDA"). In the event of any conflict between the confidentiality provisions of this Agreement and the confidentiality provisions of the Purchase Agreement or the NDA, the more restrictive provision shall govern with respect to the subject matter covered thereby.

ARTICLE VII — INTELLECTUAL PROPERTY

Section 7.1 — Ownership. Each party shall retain all right, title, and interest in and to its own intellectual property, including patents, copyrights, trademarks, trade secrets, know-how, and all other intellectual property rights (collectively, "Intellectual Property"). Nothing in this Agreement shall be construed as granting, by implication, estoppel, or otherwise, any license or other right to any intellectual Property of either party, except the limited, non-exclusive, non-transferable, non-sublicensable right to use such intellectual Property as is strictly and reasonably necessary for the provision or receipt of the Services during the term of this Agreement. Any such limited right shall automatically terminate upon the termination or expiration of the applicable Service.

Section 7.2 — Relationship to Trademark License Agreement. For the avoidance of doubt, the rights and obligations of the parties with respect to the "Meridian Press," "Bellweather Academic," and "Foxglove" trademarks, service marks, trade names, domain names, and associated marks and logos are exclusively governed by that certain Trademark License Agreement, dated as of the Closing Date, between Ridgeline Publishing Acquisition Corp. (as Licensor) and Aurelius Media Holdings Inc. (as Licensee), and are not governed by this Agreement. Nothing in this Agreement shall be construed to grant, limit, modify, or otherwise affect the rights or obligations of either party under such Trademark License Agreement.

Section 7.3 — Developed Materials. Any materials, tools, deliverables, documentation, or works of authorship (collectively, "Developed Materials") that are created or developed by or on behalf of Service Provider solely and specifically for the purpose of providing the Forward Services to Service Recipient (excluding any Service Provider pre-existing intellectual Property or modifications thereto) shall be owned by Service Recipient. To the extent any such Developed Materials incorporate, are based upon, or constitute derivative works of any pre-existing intellectual Property of Service Provider, Service Provider hereby grants to Service Recipient a perpetual, irrevocable, non-exclusive, royalty-free license to use such pre-existing intellectual Property solely to the extent embodied in or necessary for the use of such Developed Materials. Any improvements, enhancements, modifications, or derivative works of Service Provider's pre-existing intellectual Property that are developed in the course of providing the Services shall remain the sole property of Service Provider.

ARTICLE VIII — REPRESENTATIONS AND WARRANTIES

Section 8.1 — Mutual Representations. Each party hereby represents and warrants to the other party, as of the date hereof, as follows:

(a) Organization and Good Standing. Such party is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware (Service Provider: file no. 5987324; Service Recipient: file no. 6501982), and has all necessary corporate power and authority to own, lease, and operate its properties and to carry on its business as presently conducted.

(b) Corporate Authority. Such party has the requisite corporate power and authority to execute, deliver, and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of such party, and no additional corporate authorization or consent is required.

(c) Due Execution; Binding Obligation. This Agreement has been duly and validly executed and delivered by such party and constitutes the legal, valid, and binding obligation of such party, enforceable against such party in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or similar laws of general application affecting the enforcement of creditors' rights generally and (ii) general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law.

(d) No Conflicts. The execution, delivery, and performance of this Agreement by such party does not and will not (i) conflict with or violate any provision of such party's certificate of incorporation, bylaws, or other organizational documents, (ii) conflict with or violate any applicable law, regulation, order, judgment, or decree to which such party is subject, or (iii) result in a breach of, or constitute a default under, any material agreement, contract, or instrument to which such party is a party or by which any of its properties or assets is bound.

Section 8.2 — Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE VIII, NEITHER PARTY MAKES, AND EACH PARTY HEREBY EXPRESSLY DISCLAIMS, ANY AND ALL REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, OR QUALITY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, SUBJECT ONLY TO THE SERVICE LEVEL STANDARDS SET FORTH IN SECTION 3.1 OF THIS AGREEMENT. NEITHER PARTY WARRANTS THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR ENTIRELY SECURE, OR THAT ALL DEFICIENCIES IN THE SERVICES WILL BE CORRECTED.

ARTICLE IX — LIMITATION OF LIABILITY

Section 9.1 — Cap on Liability. The aggregate liability of Service Provider to Service Recipient and the Service Recipient Group for all claims, damages, losses, liabilities, costs, and expenses of any kind arising under or in connection with this Agreement with respect to any individual Forward Service Category shall not exceed an amount equal to twelve (12) months of the Monthly Service Fee for such Service Category, as set forth below:

The aggregate liability of Service Recipient to Service Provider and its affiliates for all claims, damages, losses, liabilities, costs, and expenses of any kind arising under or in connection with this Agreement with respect to the Reverse Service Category (Distribution Logistics Support) shall not exceed an amount equal to twelve (12) months of the Monthly Service Fee for such Reverse Service Category, being One Million Twenty Thousand Dollars ($1,020,000) (calculated as $85,000 × 12).

Section 9.2 — Exclusion of Consequential Damages. IN NO EVENT SHALL EITHER PARTY (OR ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR REPRESENTATIVES) BE LIABLE TO THE OTHER PARTY (OR ITS AFFILIATES) FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES PROVIDED HEREUNDER, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS OPPORTUNITIES, LOSS OF GOODWILL, LOSS OF DATA (EXCEPT TO THE EXTENT CONSTITUTING DIRECT DAMAGES), BUSINESS INTERRUPTION, OR DIMINUTION IN VALUE.

Section 9.3 — Exceptions. The limitations and exclusions set forth in Sections 9.1 and 9.2 shall not apply to, and shall not limit the liability of either party with respect to:

(a) any breach by a party of its confidentiality obligations under Article VI of this Agreement;

(b) a party's indemnification obligations under Article X of this Agreement, to the extent arising from third-party claims;

(d) a party's obligation to pay fees, costs, and other amounts due and payable under Article IV of this Agreement.

ARTICLE X — INDEMNIFICATION

Section 10.1 — Indemnification by Service Provider. Subject to the limitations set forth in Article IX (except as provided in Section 9.3), Service Provider shall indemnify, defend, and hold harmless Service Recipient and the Service Recipient Group and their respective directors, officers, employees, agents, and representatives (collectively, the "Service Recipient Indemnified Parties") from and against any and all losses, damages, liabilities, judgments, settlements, costs, and expenses (including reasonable attorneys' fees and expenses and costs of investigation) (collectively, "Losses") arising out of or resulting from:

(a) any material breach by Service Provider of any of its representations, warranties, covenants, or obligations under this Agreement;

(b) the gross negligence or willful misconduct of Service Provider or any Service Provider Personnel in connection with the provision of the Forward Services; or

(c) any third-party claim, action, suit, or proceeding arising from Service Provider's performance or non-performance of the Forward Services, including claims alleging infringement or misappropriation of any third party's intellectual property rights in connection with the Forward Services;

in each case, except to the extent such Losses are caused by or result from the acts, omissions, negligence, or willful misconduct of any Service Recipient Indemnified Party.

Section 10.2 — Indemnification by Service Recipient. Subject to the limitations set forth in Article IX (except as provided in Section 9.3), Service Recipient shall indemnify, defend, and hold harmless Service Provider and its affiliates and their respective directors, officers, employees, agents, and representatives (collectively, the "Service Provider Indemnified Parties") from and against any and all Losses arising out of or resulting from:

(a) any material breach by Service Recipient of any of its representations, warranties, covenants, or obligations under this Agreement;

(b) the gross negligence or willful misconduct of Service Recipient or its personnel in connection with the provision of the Reverse Services; or

(c) any third-party claim, action, suit, or proceeding arising from Service Recipient's receipt and use of the Forward Services, or Service Recipient's operation of the Business following the Closing, including claims by employees of the Service Recipient Group relating to payroll or benefits matters to the extent arising from actions or instructions of Service Recipient;

in each case, except to the extent such Losses are caused by or result from the acts, omissions, negligence, or willful misconduct of any Service Provider Indemnified Party.

Section 10.3 — Indemnification Procedures. The following procedures shall apply to all indemnification claims under this Article X involving third-party claims:

(a) Notice. The party seeking indemnification (the "Indemnified Party") shall provide prompt written notice to the party from whom indemnification is sought (the "Indemnifying Party") of any third-party claim, action, suit, or proceeding for which indemnification is or may be sought (a "Third-Party Claim"), specifying in reasonable detail the nature of the claim, the facts giving rise to the claim, and the amount of Losses claimed (to the extent then known or estimable). The failure of the Indemnified Party to provide timely notice shall not relieve the Indemnifying Party of its indemnification obligations, except to the extent that the Indemnifying Party is materially prejudiced by such failure.

(b) Defense. Upon receipt of notice of a Third-Party Claim, the Indemnifying Party shall have the right (but not the obligation) to assume the defense and control of such Third-Party Claim, at its own expense, with counsel reasonably acceptable to the Indemnified Party. If the Indemnifying Party elects to assume the defense of a Third-Party Claim, the Indemnified Party shall have the right to participate in (but not control) such defense at its own expense and with its own counsel. If the Indemnifying Party does not elect to assume the defense of a Third-Party Claim within thirty (30) calendar days after receipt of notice thereof, the Indemnified Party may defend such claim, and the Indemnifying Party shall be liable for the reasonable costs and expenses of such defense.

(c) Settlement. The Indemnifying Party shall not settle, compromise, or consent to the entry of any judgment with respect to any Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld, conditioned, or delayed), unless such settlement (i) involves only the payment of monetary damages that are fully covered by the Indemnifying Party, (ii) does not impose any injunctive or other non-monetary relief on the Indemnified Party, and (iii) includes an unconditional release of the Indemnified Party from all liability arising out of such Third-Party Claim. The Indemnified Party shall not settle, compromise, or consent to the entry of any judgment with respect to any Third-Party Claim for which indemnification has been sought without the prior written consent of the Indemnifying Party (not to be unreasonably withheld, conditioned, or delayed).

(d) Cooperation. The Indemnified Party shall provide reasonable cooperation to the Indemnifying Party in connection with the defense or settlement of any Third-Party Claim, including making available relevant records, information, and personnel, at the Indemnifying Party's expense.

Section 10.4 — Relationship to Purchase Agreement. The indemnification obligations of the parties under this Agreement are separate from and in addition to (and not in limitation or duplication of) the indemnification obligations of the parties under the Purchase Agreement (including the indemnification provisions set forth in Article IX thereof, the Seventy-Two Million Dollar ($72,000,000) indemnification cap, and the escrow arrangements with Granite Trust Company, N.A., as escrow agent). Nothing in this Agreement shall limit, expand, modify, or otherwise affect the rights, obligations, or remedies of any party under the Purchase Agreement, and no claim for indemnification under this Agreement shall reduce or offset any indemnification obligation under the Purchase Agreement, or vice versa.

ARTICLE XI — DATA PROTECTION AND SECURITY

Section 11.1 — Data Protection. Each party shall comply with all applicable data protection, privacy, and information security laws, regulations, and standards (including, to the extent applicable, the California Consumer Privacy Act ("CCPA"), the New York SHIELD Act, the Personal Information Protection and Electronic Documents Act (Canada), and all other applicable federal, state, provincial, and local data protection laws and regulations) in connection with the processing, storage, transfer, and handling of personal data in the course of performing or receiving the Services. For purposes of this Article XI, "personal data" means any information relating to an identified or identifiable natural person, including the personal data of the approximately 2,400 employees of the Business, as well as any customer data, vendor data, or other personal data processed in connection with the Services.

Section 11.2 — Information Security. Service Provider shall maintain reasonable and appropriate administrative, technical, and physical safeguards designed to protect the confidentiality, integrity, and availability of Service Recipient's data (including personal data) that is processed, stored, or transmitted by Service Provider in connection with the Forward Services. Such safeguards shall be consistent in all material respects with the safeguards maintained by Service Provider during the Reference Period (the twelve (12)-month period prior to July 19, 2024) and shall include, at a minimum, access controls, encryption of data in transit and at rest, intrusion detection and prevention systems, regular vulnerability assessments, and employee security awareness training. Service Provider shall not materially reduce or degrade the level of information security safeguards during the term of this Agreement without the prior written consent of Service Recipient.

Section 11.3 — Security Breach Notification. In the event of any confirmed or reasonably suspected unauthorized access to, acquisition of, use of, or disclosure of Service Recipient's data (including personal data) processed in connection with the Services (a "Security Breach"), Service Provider shall:

(a) notify Service Recipient of such Security Breach promptly, and in any event within seventy-two (72) hours after Service Provider becomes aware of such Security Breach;

(b) provide Service Recipient with such information as is then reasonably available regarding the nature and scope of the Security Breach, including the categories and approximate number of individuals affected, the categories and approximate number of data records affected, and the likely consequences of the Security Breach;

(c) cooperate with Service Recipient in investigating, remediating, and mitigating the effects of the Security Breach, including preserving evidence, implementing corrective measures, and providing reasonable assistance with any required notifications to affected individuals, governmental authorities, or other parties; and

(d) provide Service Recipient with regular updates regarding the investigation, remediation, and resolution of the Security Breach.

Service Recipient shall have corresponding notification and cooperation obligations with respect to any Security Breach affecting Service Provider's data processed in connection with the Reverse Services.

ARTICLE XII — GOVERNANCE AND RELATIONSHIP MANAGEMENT

Section 12.1 — Transition Managers. Each party shall designate a primary point of contact (a "Transition Manager") who shall be responsible for the day-to-day coordination, oversight, and management of the Services under this Agreement. The initial Transition Managers shall be:

(a) Service Provider Transition Manager: Thomas Whitfield, Senior Vice President, Corporate Development, Aurelius Global Media Group PLC (or his designee); and

(b) Service Recipient Transition Manager: Jonathan Kessler, President, Meridian Press Holdings LLC (or his designee).

Either party may change its designated Transition Manager at any time upon written notice to the other party. The Transition Managers shall serve as the primary channel of communication between the parties with respect to all day-to-day matters relating to the Services, including service requests, issue escalation, migration planning, and termination coordination.

Section 12.2 — Steering Committee. Promptly following the Closing Date, the parties shall establish a joint steering committee (the "Steering Committee") consisting of the Transition Managers and such additional representatives as each party may designate from time to time. The Steering Committee shall meet at least once per calendar month (or more frequently as reasonably requested by either party) by telephone, videoconference, or in person, as mutually agreed. The Steering Committee shall be responsible for:

(a) reviewing the status of the Services and the performance of each party with respect to the Service Level Standards;

(b) discussing the progress of Service Recipient's migration efforts and anticipated timelines for transitioning off of each Service Category;

(d) coordinating any requests for early termination, extension, or modification of the Services;

(e) reviewing and approving any requests for Additional Services pursuant to Section 2.4; and

(f) such other matters as either party may reasonably request.

The Steering Committee shall not have the authority to amend or modify this Agreement; any amendment or modification of this Agreement shall require a written instrument executed by both parties in accordance with Section 14.3.

Section 12.3 — Reporting. Service Provider shall provide to Service Recipient, within fifteen (15) business days following the end of each calendar month, a written report detailing (a) the Forward Services performed during such calendar month, including a summary of key activities and deliverables for each Service Category, (b) the service levels achieved with respect to each Service Catego

TRANSITION SERVICES AGREEMENT
Execution Version
Dated as of July 19, 2024
Effective as of November 15, 2024 (the "Closing Date")
by and between
AURELIUS MEDIA HOLDINGS INC., a Delaware corporation ("Service Provider")
and
RIDGELINE PUBLISHING ACQUISITION CORP., a Delaware corporation ("Service Recipient")
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RECITALS
WHEREAS (A), Service Provider is a wholly owned subsidiary of Aurelius Global Media Group PLC, a public limited company organized under the laws of England and Wales (Companies House No. 08431276), headquartered at 14 Clarges Street, London W1J 8AQ, United Kingdom (the "Parent");
WHEREAS (B), Service Provider (a Delaware corporation, file no. 5987324), as Seller, and Service Recipient (a Delaware corporation, file no. 6501982, incorporated October 2, 2024), as Buyer, have entered into that certain Membership Interest Purchase Agreement, dated as of July 19, 2024 (as the same may be amended, supplemented, or otherwise modified from time to time, the "Purchase Agreement"), among Service Provider, Service Recipient, and, solely for purposes of certain provisions thereof, Aurelius Global Media Group PLC and Pinnacle Ridge Capital Partners Fund IV, L.P., a Delaware limited partnership (file no. 6234577), pursuant to which Service Provider has agreed to sell, and Service Recipient has agreed to purchase, one hundred percent (100%) of the membership interests in Meridian Press Holdings LLC, a Delaware limited liability company (file no. 4521889), at an enterprise value of Four Hundred Eighty Million Dollars ($480,000,000), subject to customary purchase price adjustments as set forth therein;
WHEREAS (C), the Purchase Agreement contemplates that Service Provider and Service Recipient will enter into this Transition Services Agreement (this "Agreement") to provide for the continued provision of certain services by Service Provider to Service Recipient and the Service Recipient Group (and by Service Recipient and the Service Recipient Group to Service Provider and its affiliates on a reverse basis) following the Closing to facilitate an orderly transition of the Business (as defined in the Purchase Agreement) from Service Provider's infrastructure, platforms, and systems to replacement infrastructure, platforms, and systems to be established or procured by Service Recipient;
WHEREAS (D), Meridian Press Holdings LLC has its principal office at 1180 Avenue of the Americas, 22nd Floor, New York, NY 10036, and operates through its direct and indirect subsidiaries, including Meridian Distribution Services Inc. (a Delaware corporation, file no. 4736201), Bellweather Academic Press Inc. (a Delaware corporation, file no. 4801133), Foxglove Media LLC (a New York limited liability company), and Meridian Press Canada ULC (an unlimited liability company organized under the laws of British Columbia) (collectively with Meridian Press Holdings LLC, the "Acquired Companies"); and
WHEREAS (E), capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Purchase Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
ARTICLE I — DEFINITIONS
Section 1.1 — Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:
"Agreement" means this Transition Services Agreement, including all Schedules attached hereto, as the same may be amended, supplemented, or otherwise modified from time to time in accordance with the terms hereof.
"Business" means the book publishing, periodical, and educational content businesses historically operated under the Meridian Press Holdings brand, including all of the operations, assets, liabilities, and activities of the Acquired Companies, as more fully described in the Purchase Agreement.
"Closing" has the meaning ascribed to such term in the Purchase Agreement.
"Closing Date" means November 15, 2024.
"Confidential Information" means all non-public, confidential, or proprietary information of a party or its affiliates, whether disclosed orally, in writing, electronically, or by any other means, including business plans, financial data, customer information, employee data, trade secrets, technical information, software, systems documentation, pricing information, and any other information that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.
"Effective Date" means the Closing Date.
"Force Majeure Event" means any event beyond the reasonable control of the affected party, including acts of God, natural disasters (including hurricanes, earthquakes, floods, and severe weather), pandemics, epidemics, fire, explosion, war, armed conflict, terrorism, civil unrest, strikes (other than strikes of the affected party's own employees), lockouts, embargoes, sanctions, governmental actions, orders, or regulations, or failure of telecommunications, power supply, or internet services not caused by the affected party.
"Forward Services" means the services set forth on Schedule A hereto to be provided by Service Provider (or its affiliates) to Service Recipient and the Service Recipient Group in accordance with Article II.
"Maximum Forward TSA Term" means the period of eighteen (18) months from the Closing Date, expiring on May 15, 2026.
"Maximum Reverse TSA Term" means the period of twelve (12) months from the Closing Date, expiring on November 15, 2025.
"Monthly Service Fee" means, with respect to each Service Category, the monthly fee set forth for such Service Category in Section 2.1 (in the case of Forward Services) or Section 2.2 (in the case of Reverse Services) and the applicable Schedule, and, when used to refer to the aggregate monthly fees for all Forward Services, means the sum of One Million One Hundred Ninety Thousand Dollars ($1,190,000) per month.
"Purchase Agreement" means the Membership Interest Purchase Agreement, dated as of July 19, 2024, by and among Service Provider, Service Recipient, and, solely for purposes of certain provisions thereof, Aurelius Global Media Group PLC and Pinnacle Ridge Capital Partners Fund IV, L.P., as the same may be amended, supplemented, or otherwise modified from time to time.
"Receiving Party" means, with respect to any Service, the party receiving such Service under this Agreement. The Service Recipient is the Receiving Party with respect to the Forward Services, and the Service Provider is the Receiving Party with respect to the Reverse Services.
"Reverse Services" means the services set forth on Schedule B hereto to be provided by Service Recipient (or its subsidiaries, including Meridian Press Holdings LLC and Meridian Distribution Services Inc.) to Service Provider and its affiliates in accordance with Article II.
"Service Category" means each of the four (4) Forward Service categories (IT Infrastructure & Systems; Finance & Accounting; Human Resources & Payroll; and Facilities & Real Estate) and the single (1) Reverse Service category (Distribution Logistics Support), in each case as more fully described on Schedule A and Schedule B, respectively.
"Service Level Standards" means the standards described in Section 3.1 of this Agreement.
"Service Provider" means Aurelius Media Holdings Inc., a Delaware corporation.
"Service Provider Personnel" means the employees, agents, contractors, subcontractors, and other representatives of Service Provider and its affiliates who perform or assist in the performance of the Services.
"Service Recipient" means Ridgeline Publishing Acquisition Corp., a Delaware corporation.
"Service Recipient Group" means Service Recipient and its direct and indirect subsidiaries, including Meridian Press Holdings LLC, Meridian Distribution Services Inc., Bellweather Academic Press Inc., Foxglove Media LLC, and Meridian Press Canada ULC, and each of their respective successors and permitted assigns.
"Services" means, collectively, the Forward Services and the Reverse Services.
"Steering Committee" has the meaning set forth in Section 12.2.
"Termination Date" means, as to each Service, the date on which such Service terminates or expires in accordance with Article V of this Agreement.
"Transition Manager" has the meaning set forth in Section 12.1.
"TSA Dispute" means any dispute, controversy, or claim arising under, out of, or in connection with this Agreement, including any question regarding its existence, validity, interpretation, performance, breach, or termination.
Section 1.2 — Rules of Construction. Unless the context otherwise requires:
(a) References to "Articles," "Sections," and "Schedules" are references to articles, sections, and schedules of or to this Agreement.
(b) The words "herein," "hereof," "hereunder," and words of similar import refer to this Agreement as a whole and not to any particular provision of this Agreement.
(c) The word "including" (and correlative words such as "include" and "includes") means "including without limitation" and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it.
(d) Words in the singular form shall be construed to include the plural and vice versa, and words in one gender shall be construed to include all genders, as the context requires.
(e) The headings of the Articles, Sections, and Schedules of this Agreement are inserted for convenience of reference only and shall not affect the meaning, interpretation, or construction of this Agreement.
(f) References to any statute, law, regulation, or rule shall include all amendments, modifications, and supplements thereto and all rules and regulations promulgated thereunder, and references to any statute, law, regulation, or rule shall be construed as including all statutory and regulatory provisions consolidating, amending, replacing, supplementing, or interpreting such statute, law, regulation, or rule.
(g) References to "days" mean calendar days unless the term "business days" is used, and references to "business days" mean days other than Saturdays, Sundays, and days on which commercial banks in New York, New York are authorized or required by law to close.
(h) References to "dollars" or "$" mean United States dollars.
(i) The parties have participated jointly in the negotiation and drafting of this Agreement, and in the event of any ambiguity or question of intent or interpretation, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement.
ARTICLE II — SERVICES
Section 2.1 — Forward Services. Commencing on the Closing Date and continuing until the applicable Termination Date for each Service Category, Service Provider shall provide, or shall cause its affiliates to provide, the Forward Services to Service Recipient and the Service Recipient Group, in accordance with the terms of this Agreement and as more fully described in Schedule A. The Forward Services shall consist of the following Service Categories, at the following Monthly Service Fees:
(a) IT Infrastructure & Systems. Service Provider shall provide continued access to and support of the Aldermere Services Inc. platform (including all modules currently utilized by the Business), content management systems (including the proprietary editorial workflow platform known internally as "MeridianFlow"), data hosting and backup services, network infrastructure, email and communications systems (including Ashgrove Software enterprise licenses), and IT helpdesk support for the approximately 2,400 transferred employees of the Service Recipient Group. The Monthly Service Fee for this Service Category shall be Four Hundred Eighty-Five Thousand Dollars ($485,000) per month.
(b) Finance & Accounting. Service Provider shall provide general ledger maintenance, accounts payable processing, accounts receivable management, treasury and cash management services, tax compliance support (including sales and use tax filings and support for income tax provision calculations), financial reporting support (including preparation of monthly management reporting packages), and month-end and period-end close support. The Monthly Service Fee for this Service Category shall be Three Hundred Ten Thousand Dollars ($310,000) per month.
(c) Human Resources & Payroll. Service Provider shall provide HRIS system administration (utilizing the existing Ashbury & Co. platform), payroll processing (including bi-weekly payroll for all salaried and hourly employees of the Service Recipient Group), benefits administration (including medical, dental, vision, life insurance, disability, and 401(k) plan administration), employee data management, open enrollment support, and compliance reporting (including ACA reporting and EEO-1 filings). This Service Category covers the approximately 2,400 employees of the Business. The Monthly Service Fee for this Service Category shall be One Hundred Seventy-Five Thousand Dollars ($175,000) per month.
(d) Facilities & Real Estate. Service Provider shall provide shared office space at 1180 Avenue of the Americas, 22nd Floor, New York, NY 10036 (the lease for which premises is retained by Service Provider), together with facilities management services including reception services, mail and package handling services, conference room access and scheduling, security badge access, building maintenance coordination, and janitorial services. The Monthly Service Fee for this Service Category shall be Two Hundred Twenty Thousand Dollars ($220,000) per month.
The aggregate Monthly Service Fee for all Forward Services shall be One Million One Hundred Ninety Thousand Dollars ($1,190,000) per month, calculated as follows: $485,000 + $310,000 + $175,000 + $220,000 = $1,190,000. The maximum aggregate consideration payable for all Forward Services over the Maximum Forward TSA Term of eighteen (18) months shall be Twenty-One Million Four Hundred Twenty Thousand Dollars ($21,420,000) (calculated as $1,190,000 × 18 months).
Section 2.2 — Reverse Services. Commencing on the Closing Date and continuing until the applicable Termination Date, Service Recipient shall provide, or shall cause Meridian Press Holdings LLC or its subsidiaries (including Meridian Distribution Services Inc.) to provide, the Reverse Services to Service Provider and its affiliates, in accordance with the terms of this Agreement and as more fully described in Schedule B. The Reverse Services shall consist of the following:
Distribution Logistics Support. Service Recipient shall provide fulfillment, warehousing, and distribution coordination support for Service Provider's remaining digital content physical fulfillment operations, utilizing the distribution center network of Meridian Press Holdings LLC (including distribution centers located in Edison, New Jersey; Columbus, Ohio; Dallas, Texas; and Reno, Nevada). The Monthly Service Fee for this Reverse Service Category shall be Eighty-Five Thousand Dollars ($85,000) per month. The maximum term for the Reverse Services shall be twelve (12) months from the Closing Date, expiring on November 15, 2025. The maximum aggregate consideration payable for all Reverse Services over the Maximum Reverse TSA Term shall be One Million Twenty Thousand Dollars ($1,020,000) (calculated as $85,000 × 12 months).
Section 2.3 — Scope Limitations. The Services shall be provided solely for the benefit of the Business and the Service Recipient Group (in the case of Forward Services) or the Service Provider and its affiliates (in the case of Reverse Services), as applicable. The Receiving Party shall not resell, sublicense, transfer, or otherwise make the Services (or any component thereof) available to any third party without the prior written consent of the providing party. The Services are strictly limited to those services specifically described on Schedule A and Schedule B, as applicable, and shall not include any services not specifically enumerated therein. Without limiting the generality of the foregoing, the Services do not include legal advice, strategic advisory services, investment banking services, or any services relating to potential acquisitions, dispositions, or financing transactions of either party or their respective affiliates.
Section 2.4 — Additional Services. If, at any time during the term of this Agreement, the parties identify additional transition services that were provided by Service Provider (or its affiliates) to the Business during the twelve (12)-month period prior to the date of the Purchase Agreement (i.e., July 19, 2023 through July 19, 2024) and that are reasonably necessary for the continued operation of the Business following the Closing, the parties shall negotiate in good faith to add such services to Schedule A (or, if applicable, Schedule B) as additional Forward Services (or Reverse Services, as the case may be) on mutually agreed terms, including scope, duration, pricing, and applicable service levels. Any such additional services shall be added by written amendment to this Agreement executed by both parties. Neither party shall be obligated to agree to provide any additional services, and the failure of the parties to agree on the terms of any proposed additional service shall not constitute a breach of this Agreement.
Section 2.5 — Personnel. Service Provider shall assign personnel who are qualified, trained, and experienced in the relevant subject matter to perform the Forward Services. Service Provider shall exercise commercially reasonable efforts to maintain continuity of the key personnel assigned to provide the Forward Services, particularly with respect to employees who have been providing similar services to the Business prior to the Closing Date. Service Provider may use third-party contractors and subcontractors to perform the Forward Services to the extent that Service Provider used such contractors and subcontractors to provide similar services to the Business prior to the Closing Date; provided, however, that (a) Service Provider shall remain fully responsible for the performance of any such contractors and subcontractors to the same extent as if Service Provider had performed the applicable services directly, (b) Service Provider shall ensure that any such contractor or subcontractor is bound by confidentiality and data protection obligations no less restrictive than those set forth in this Agreement, and (c) Service Provider shall not engage any new contractor or subcontractor to provide Services without the prior written consent of Service Recipient (not to be unreasonably withheld, conditioned, or delayed). Service Recipient shall apply corresponding standards in selecting and overseeing personnel and subcontractors engaged to provide the Reverse Services.
Section 2.6 — Cooperation. Each party shall use commercially reasonable efforts to cooperate with the other party and to provide reasonable access to its personnel, systems, facilities, data, and information as reasonably necessary to facilitate the provision and receipt of the Services. Without limiting the generality of the foregoing, Service Recipient Group shall (a) use commercially reasonable efforts to migrate off of the Services as promptly as practicable, (b) provide timely and accurate information and instructions to Service Provider as reasonably required for Service Provider to perform the Forward Services, (c) designate appropriately qualified personnel to interface with Service Provider's personnel with respect to each Service Category, and (d) comply with all reasonable policies and procedures communicated by Service Provider in connection with the Forward Services, including information security policies, system access protocols, and facility access rules. Service Provider shall provide commercially reasonable cooperation to Service Recipient in connection with Service Recipient's migration efforts, including providing reasonable access to technical documentation, system configurations, and data exports in commonly used formats.
ARTICLE III — SERVICE LEVEL STANDARDS; PERFORMANCE
Section 3.1 — Service Level Standards. Service Provider shall provide the Forward Services (and Service Recipient shall provide the Reverse Services) in a manner that is consistent in all material respects with the level, quality, timeliness, and nature of the services provided by the applicable party (or its affiliates) to the Business during the twelve (12)-month period immediately prior to the date of the Purchase Agreement (i.e., July 19, 2023 through July 19, 2024) (the "Reference Period"). The foregoing standard shall constitute the "Service Level Standards" for purposes of this Agreement. For the avoidance of doubt, neither party shall be required to provide Services at a level that exceeds, in any material respect, the level of services provided during the Reference Period, and neither party shall be required to devote a greater proportion of resources or personnel to the provision of Services than was devoted during the Reference Period.
Section 3.2 — Changes in Systems or Processes. Service Provider shall not, without the prior written consent of Service Recipient (which consent shall not be unreasonably withheld, conditioned, or delayed), make any material changes to the systems, processes, platforms, software, or infrastructure used to provide the Forward Services to the extent that such changes would reasonably be expected to materially and adversely affect the quality, scope, timeliness, or availability of the Forward Services. Notwithstanding the foregoing, Service Provider may make changes to systems, processes, platforms, software, and infrastructure that are consistent with changes made across Service Provider's enterprise generally in the ordinary course of business, including software upgrades, security patches, and infrastructure modernization initiatives; provided that (a) Service Provider shall provide Service Recipient with reasonable advance written notice (and in any event not less than thirty (30) calendar days' prior written notice) of any such changes that could reasonably be expected to have a material impact on the Forward Services, and (b) Service Provider shall use commercially reasonable efforts to minimize any disruption to the Forward Services arising from such changes. Service Recipient shall have corresponding obligations with respect to changes affecting the Reverse Services.
Section 3.3 — No Dedicated Resources. Except as expressly set forth in Schedule A (including any minimum staffing levels or dedicated resource commitments specified therein), Service Provider shall not be required to (a) hire additional employees or engage additional contractors, (b) maintain dedicated personnel solely for the purpose of providing the Forward Services, (c) purchase additional hardware, software, or licenses, or (d) otherwise invest capital or incur material incremental costs in order to provide the Forward Services. Service Provider shall, however, maintain sufficient resources to provide the Forward Services in accordance with the Service Level Standards.
Section 3.4 — Force Majeure. Neither party shall be liable to the other party for any failure or delay in the performance of its obligations under this Agreement (other than obligations to make payments when due) to the extent that such failure or delay is caused by a Force Majeure Event; provided that (a) the affected party gives prompt written notice to the other party of the Force Majeure Event, describing the nature thereof and the expected duration, (b) the affected party uses commercially reasonable efforts to mitigate the effects of the Force Majeure Event and to resume performance of its obligations as promptly as practicable, and (c) the affected party provides periodic updates to the other party regarding its efforts to resume performance. If a Force Majeure Event prevents a party from performing any material Service for a period in excess of sixty (60) consecutive calendar days, the other party may, upon written notice, terminate the affected Service without liability (other than for fees accrued through the date of termination).
ARTICLE IV — FEES AND PAYMENT
Section 4.1 — Forward Services Fees. Service Recipient shall pay Service Provider the Monthly Service Fee for each Forward Service Category as set forth in Section 2.1 and Schedule A. The Monthly Service Fees for the Forward Services are as follows:
Forward Services fees shall be invoiced by Service Provider on a monthly basis, with invoices issued within ten (10) business days following the end of each calendar month for the Services performed during such calendar month. All invoices shall set forth in reasonable detail the Services performed, the applicable Service Category, the period covered, and the amount due. Service Recipient shall pay all undisputed amounts within thirty (30) calendar days after receipt of Service Provider's invoice. If Service Recipient disputes any portion of an invoice in good faith, Service Recipient shall pay the undisputed portion when due and provide written notice to Service Provider of the disputed amount and the basis for the dispute within twenty (20) calendar days after receipt of the invoice. The parties shall use commercially reasonable efforts to resolve any such billing dispute promptly.
Section 4.2 — Reverse Services Fees. Service Provider shall pay Service Recipient the Monthly Service Fee for the Reverse Service Category as set forth in Section 2.2 and Schedule B, in the amount of Eighty-Five Thousand Dollars ($85,000) per month. Reverse Services fees shall be invoiced by Service Recipient on a monthly basis, with invoices issued within ten (10) business days following the end of each calendar month for the Reverse Services performed during such calendar month. Service Provider shall pay all undisputed amounts within thirty (30) calendar days after receipt of Service Recipient's invoice. The same dispute resolution procedures set forth in Section 4.1 shall apply to disputes regarding Reverse Services invoices.
Section 4.3 — No Partial-Month Refunds. In the event of early termination or expiration of any Service Category on a date other than the last day of a calendar month, no refund, credit, or pro-ration shall be given for any partial month of service. The Monthly Service Fee for the applicable Service Category shall be payable in full for the calendar month in which the Termination Date occurs, and the providing party shall continue to provide the applicable Service through the end of such calendar month.
Section 4.4 — Taxes. All Monthly Service Fees and other amounts payable under this Agreement are exclusive of any and all sales, use, value-added, goods and services, excise, or similar taxes (collectively, "Transfer Taxes"). Service Recipient shall be responsible for any Transfer Taxes imposed on or with respect to the Forward Services (other than taxes imposed on Service Provider's income, profits, or capital). Service Provider shall be responsible for any Transfer Taxes imposed on or with respect to the Reverse Services (other than taxes imposed on Service Recipient's income, profits, or capital). Each party shall cooperate with the other party in obtaining any available exemptions from or reductions of Transfer Taxes, including providing any necessary exemption certificates, resale certificates, or other documentation.
Section 4.5 — Late Payments. Any undisputed amount not paid when due under this Agreement shall bear interest from the date such amount is due until the date such amount is paid in full at a rate equal to the lesser of (a) one and one-half percent (1.5%) per month (eighteen percent (18%) per annum) and (b) the maximum rate permitted by applicable law. The payment of interest on overdue amounts shall not limit or waive any other rights or remedies available to the non-defaulting party.
Section 4.6 — Out-of-Pocket Costs. The Monthly Service Fees set forth in this Agreement are intended to cover all costs and expenses incurred by the providing party in connection with the provision of the Services, including compensation costs for personnel, overhead allocations, and ordinary course operating expenses. Notwithstanding the foregoing, if Service Recipient requests services that are materially beyond the scope of the Services described in Schedule A or Schedule B, or requests services in volumes that are materially in excess of the levels provided during the Reference Period, Service Provider may charge for reasonable, documented out-of-pocket costs actually incurred with respect to such incremental services; provided that (a) Service Provider shall provide Service Recipient with a written estimate of such costs prior to incurring them, (b) Service Recipient shall provide prior written approval of such costs (which approval may be communicated by email from the Transition Manager), and (c) Service Provider shall provide reasonable documentation supporting such costs upon request.
Section 4.7 — Fee Adjustment. If Service Recipient terminates one or more Forward Service Categories in accordance with Section 5.2, the aggregate Monthly Service Fee for the Forward Services shall be reduced by the Monthly Service Fee attributable to each terminated Service Category, effective as of the Termination Date for such Service Category (or, if the Termination Date does not fall on the last day of a calendar month, effective as of the first day of the calendar month following the calendar month in which the Termination Date occurs). Service Provider shall adjust subsequent invoices accordingly. The same principle shall apply to any termination of the Reverse Services by Service Provider.
ARTICLE V — TERM AND TERMINATION
Section 5.1 — Term.
(a) Forward Services. Each Forward Service shall commence on the Closing Date (November 15, 2024) and shall continue until the earlier of (i) the date that is eighteen (18) months after the Closing Date (i.e., May 15, 2026) and (ii) the date on which such Forward Service is terminated pursuant to Section 5.2 or Section 5.3 of this Agreement.
(b) Reverse Services. Each Reverse Service shall commence on the Closing Date (November 15, 2024) and shall continue until the earlier of (i) the date that is twelve (12) months after the Closing Date (i.e., November 15, 2025) and (ii) the date on which such Reverse Service is terminated pursuant to Section 5.2 or Section 5.3 of this Agreement.
Section 5.2 — Early Termination by Receiving Party.
(a) Termination of Forward Services. Service Recipient may terminate any individual Forward Service Category, in whole but not in part, upon not less than ninety (90) calendar days' prior written notice to Service Provider (each, a "Forward Termination Notice"), specifying the Service Category to be terminated and the requested effective date of termination. Upon the expiration of such ninety (90)-day notice period (or such later date specified in the Forward Termination Notice), the applicable Forward Service Category shall terminate, and Service Provider shall have no further obligation to provide such Service Category, subject to the transition assistance obligations set forth in Section 5.6. No partial-month refund or credit shall be provided in connection with any such early termination, in accordance with Section 4.3.
(b) Termination of Reverse Services. Service Provider may terminate any individual Reverse Service Category, in whole but not in part, upon not less than ninety (90) calendar days' prior written notice to Service Recipient (each, a "Reverse Termination Notice"), specifying the Service Category to be terminated and the requested effective date of termination. Upon the expiration of such ninety (90)-day notice period (or such later date specified in the Reverse Termination Notice), the applicable Reverse Service Category shall terminate, and Service Recipient shall have no further obligation to provide such Service Category, subject to the transition assistance obligations set forth in Section 5.6. No partial-month refund or credit shall be provided in connection with any such early termination, in accordance with Section 4.3.
Section 5.3 — Termination for Cause. Either party may terminate this Agreement in its entirety, or any individual Service or Service Category, upon written notice to the other party if the other party materially breaches any of its obligations under this Agreement with respect to such Service or Service Category and such breach remains uncured for a period of thirty (30) calendar days after the breaching party's receipt of written notice thereof from the non-breaching party (such notice to specify in reasonable detail the nature of the breach and the Service or Service Category affected). In the event of a termination for cause, all fees accrued through the Termination Date shall be paid in full, and the non-breaching party shall retain all rights and remedies available at law or in equity, subject to the limitations set forth in Article IX.
Section 5.4 — Effect of Termination of Purchase Agreement. This Agreement shall automatically terminate and be of no further force or effect, and no party shall have any obligation hereunder, if the Purchase Agreement is terminated in accordance with its terms prior to the Closing. In such event, neither party shall have any liability to the other party under this Agreement, except as may otherwise be provided in the Purchase Agreement.
Section 5.5 — Effect of Termination. Upon the termination or expiration of any Service (whether by reason of the passage of the Maximum Forward TSA Term or Maximum Reverse TSA Term, early termination pursuant to Section 5.2, termination for cause pursuant to Section 5.3, or otherwise):
(a) the providing party shall have no further obligation to provide such terminated or expired Service, and the Receiving Party shall have no further right to receive such Service;
(b) the Receiving Party shall promptly cease using, and shall return to the providing party or destroy (and certify in writing the destruction of), any materials, data, system access credentials, security badges, equipment, or other property of the providing party provided in connection with such Service, including all copies of Confidential Information of the providing party received in connection therewith;
(c) all fees and other amounts accrued through the applicable Termination Date (including amounts payable through the end of the calendar month in which the Termination Date occurs, in accordance with Section 4.3) shall be invoiced and paid in accordance with Article IV; and
(d) the following provisions of this Agreement shall survive any termination or expiration of this Agreement or any Service and shall continue in full force and effect: Article I (Definitions, to the extent necessary for interpretation of surviving provisions), Article VI (Confidentiality), Article VII (Intellectual Property, to the extent relating to ownership), Article IX (Limitation of Liability), Article X (Indemnification), Article XI (Data Protection and Security, solely with respect to any data retained following termination), Article XIII (Dispute Resolution), and Article XIV (Miscellaneous).
Section 5.6 — Transition Assistance. Upon any termination or expiration of a Service (whether in whole or in part), Service Provider shall provide reasonable cooperation and assistance to facilitate an orderly transition of such Service to Service Recipient or its designee, including transferring data, providing documentation, and making knowledgeable personnel available for reasonable consultation, for a period of up to thirty (30) calendar days following the applicable Termination Date, at no additional charge to Service Recipient (other than reasonable, documented out-of-pocket costs incurred by Service Provider in connection with such transition assistance). If Service Recipient requests transition assistance beyond such thirty (30)-day period, Service Provider shall provide such extended transition assistance at Service Provider's then-current rates, as mutually agreed by the parties in writing. The obligations of this Section 5.6 shall apply mutatis mutandis to Service Recipient with respect to the termination or expiration of any Reverse Service.
ARTICLE VI — CONFIDENTIALITY
Section 6.1 — Confidential Information. Each party acknowledges that, in the course of performing and receiving the Services under this Agreement, it and its affiliates, employees, agents, and representatives may have access to, receive, or become aware of Confidential Information of the other party. Each party (as a "Receiving Party" for purposes of this Article VI) shall hold in strict confidence and shall not, directly or indirectly, disclose, publish, or otherwise disseminate to any third party any Confidential Information received from the other party (the "Disclosing Party") in connection with this Agreement, using the same degree of care it uses to protect its own Confidential Information of a similar nature and importance, but in no event less than reasonable care. Each Receiving Party shall use the Disclosing Party's Confidential Information solely for the purposes of performing or receiving the Services and exercising its rights and fulfilling its obligations under this Agreement.
Section 6.2 — Permitted Disclosures. Notwithstanding Section 6.1, a Receiving Party may disclose the Disclosing Party's Confidential Information:
(a) to its employees, directors, officers, agents, advisors (including legal counsel, auditors, and financial advisors), and contractors who have a legitimate need to know such Confidential Information for the purposes of this Agreement, provided that such persons are bound by confidentiality obligations no less restrictive than those set forth in this Article VI, and the Receiving Party shall be responsible for any breach of such obligations by any such persons;
(b) as required by applicable law, regulation, governmental order, subpoena, civil investigative demand, or legal process (including securities laws and regulations), provided that the Receiving Party shall (to the extent legally permitted) provide prompt written notice to the Disclosing Party of such requirement, afford the Disclosing Party a reasonable opportunity to seek a protective order or other appropriate remedy, and disclose only that portion of the Confidential Information that is legally required to be disclosed; and
(c) with the prior written consent of the Disclosing Party.
Section 6.3 — Relationship to Purchase Agreement. The confidentiality obligations set forth in this Article VI are in addition to, and not in limitation or substitution of, the confidentiality provisions set forth in the Purchase Agreement and the Confidentiality Agreement, dated as of March 18, 2024, between Aurelius Media Holdings Inc. and Pinnacle Ridge Capital Management LLC (the "NDA"). In the event of any conflict between the confidentiality provisions of this Agreement and the confidentiality provisions of the Purchase Agreement or the NDA, the more restrictive provision shall govern with respect to the subject matter covered thereby.
ARTICLE VII — INTELLECTUAL PROPERTY
Section 7.1 — Ownership. Each party shall retain all right, title, and interest in and to its own intellectual property, including patents, copyrights, trademarks, trade secrets, know-how, and all other intellectual property rights (collectively, "Intellectual Property"). Nothing in this Agreement shall be construed as granting, by implication, estoppel, or otherwise, any license or other right to any intellectual Property of either party, except the limited, non-exclusive, non-transferable, non-sublicensable right to use such intellectual Property as is strictly and reasonably necessary for the provision or receipt of the Services during the term of this Agreement. Any such limited right shall automatically terminate upon the termination or expiration of the applicable Service.
Section 7.2 — Relationship to Trademark License Agreement. For the avoidance of doubt, the rights and obligations of the parties with respect to the "Meridian Press," "Bellweather Academic," and "Foxglove" trademarks, service marks, trade names, domain names, and associated marks and logos are exclusively governed by that certain Trademark License Agreement, dated as of the Closing Date, between Ridgeline Publishing Acquisition Corp. (as Licensor) and Aurelius Media Holdings Inc. (as Licensee), and are not governed by this Agreement. Nothing in this Agreement shall be construed to grant, limit, modify, or otherwise affect the rights or obligations of either party under such Trademark License Agreement.
Section 7.3 — Developed Materials. Any materials, tools, deliverables, documentation, or works of authorship (collectively, "Developed Materials") that are created or developed by or on behalf of Service Provider solely and specifically for the purpose of providing the Forward Services to Service Recipient (excluding any Service Provider pre-existing intellectual Property or modifications thereto) shall be owned by Service Recipient. To the extent any such Developed Materials incorporate, are based upon, or constitute derivative works of any pre-existing intellectual Property of Service Provider, Service Provider hereby grants to Service Recipient a perpetual, irrevocable, non-exclusive, royalty-free license to use such pre-existing intellectual Property solely to the extent embodied in or necessary for the use of such Developed Materials. Any improvements, enhancements, modifications, or derivative works of Service Provider's pre-existing intellectual Property that are developed in the course of providing the Services shall remain the sole property of Service Provider.
ARTICLE VIII — REPRESENTATIONS AND WARRANTIES
Section 8.1 — Mutual Representations. Each party hereby represents and warrants to the other party, as of the date hereof, as follows:
(a) Organization and Good Standing. Such party is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware (Service Provider: file no. 5987324; Service Recipient: file no. 6501982), and has all necessary corporate power and authority to own, lease, and operate its properties and to carry on its business as presently conducted.
(b) Corporate Authority. Such party has the requisite corporate power and authority to execute, deliver, and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of such party, and no additional corporate authorization or consent is required.
(c) Due Execution; Binding Obligation. This Agreement has been duly and validly executed and delivered by such party and constitutes the legal, valid, and binding obligation of such party, enforceable against such party in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or similar laws of general application affecting the enforcement of creditors' rights generally and (ii) general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law.
(d) No Conflicts. The execution, delivery, and performance of this Agreement by such party does not and will not (i) conflict with or violate any provision of such party's certificate of incorporation, bylaws, or other organizational documents, (ii) conflict with or violate any applicable law, regulation, order, judgment, or decree to which such party is subject, or (iii) result in a breach of, or constitute a default under, any material agreement, contract, or instrument to which such party is a party or by which any of its properties or assets is bound.
Section 8.2 — Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE VIII, NEITHER PARTY MAKES, AND EACH PARTY HEREBY EXPRESSLY DISCLAIMS, ANY AND ALL REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, OR QUALITY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, SUBJECT ONLY TO THE SERVICE LEVEL STANDARDS SET FORTH IN SECTION 3.1 OF THIS AGREEMENT. NEITHER PARTY WARRANTS THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR ENTIRELY SECURE, OR THAT ALL DEFICIENCIES IN THE SERVICES WILL BE CORRECTED.
ARTICLE IX — LIMITATION OF LIABILITY
Section 9.1 — Cap on Liability. The aggregate liability of Service Provider to Service Recipient and the Service Recipient Group for all claims, damages, losses, liabilities, costs, and expenses of any kind arising under or in connection with this Agreement with respect to any individual Forward Service Category shall not exceed an amount equal to twelve (12) months of the Monthly Service Fee for such Service Category, as set forth below:
The aggregate liability of Service Recipient to Service Provider and its affiliates for all claims, damages, losses, liabilities, costs, and expenses of any kind arising under or in connection with this Agreement with respect to the Reverse Service Category (Distribution Logistics Support) shall not exceed an amount equal to twelve (12) months of the Monthly Service Fee for such Reverse Service Category, being One Million Twenty Thousand Dollars ($1,020,000) (calculated as $85,000 × 12).
Section 9.2 — Exclusion of Consequential Damages. IN NO EVENT SHALL EITHER PARTY (OR ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR REPRESENTATIVES) BE LIABLE TO THE OTHER PARTY (OR ITS AFFILIATES) FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES PROVIDED HEREUNDER, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS OPPORTUNITIES, LOSS OF GOODWILL, LOSS OF DATA (EXCEPT TO THE EXTENT CONSTITUTING DIRECT DAMAGES), BUSINESS INTERRUPTION, OR DIMINUTION IN VALUE.
Section 9.3 — Exceptions. The limitations and exclusions set forth in Sections 9.1 and 9.2 shall not apply to, and shall not limit the liability of either party with respect to:
(a) any breach by a party of its confidentiality obligations under Article VI of this Agreement;
(b) a party's indemnification obligations under Article X of this Agreement, to the extent arising from third-party claims;
(c) fraud, willful misconduct, or intentional misrepresentation by a party; or
(d) a party's obligation to pay fees, costs, and other amounts due and payable under Article IV of this Agreement.
ARTICLE X — INDEMNIFICATION
Section 10.1 — Indemnification by Service Provider. Subject to the limitations set forth in Article IX (except as provided in Section 9.3), Service Provider shall indemnify, defend, and hold harmless Service Recipient and the Service Recipient Group and their respective directors, officers, employees, agents, and representatives (collectively, the "Service Recipient Indemnified Parties") from and against any and all losses, damages, liabilities, judgments, settlements, costs, and expenses (including reasonable attorneys' fees and expenses and costs of investigation) (collectively, "Losses") arising out of or resulting from:
(a) any material breach by Service Provider of any of its representations, warranties, covenants, or obligations under this Agreement;
(b) the gross negligence or willful misconduct of Service Provider or any Service Provider Personnel in connection with the provision of the Forward Services; or
(c) any third-party claim, action, suit, or proceeding arising from Service Provider's performance or non-performance of the Forward Services, including claims alleging infringement or misappropriation of any third party's intellectual property rights in connection with the Forward Services;
in each case, except to the extent such Losses are caused by or result from the acts, omissions, negligence, or willful misconduct of any Service Recipient Indemnified Party.
Section 10.2 — Indemnification by Service Recipient. Subject to the limitations set forth in Article IX (except as provided in Section 9.3), Service Recipient shall indemnify, defend, and hold harmless Service Provider and its affiliates and their respective directors, officers, employees, agents, and representatives (collectively, the "Service Provider Indemnified Parties") from and against any and all Losses arising out of or resulting from:
(a) any material breach by Service Recipient of any of its representations, warranties, covenants, or obligations under this Agreement;
(b) the gross negligence or willful misconduct of Service Recipient or its personnel in connection with the provision of the Reverse Services; or
(c) any third-party claim, action, suit, or proceeding arising from Service Recipient's receipt and use of the Forward Services, or Service Recipient's operation of the Business following the Closing, including claims by employees of the Service Recipient Group relating to payroll or benefits matters to the extent arising from actions or instructions of Service Recipient;
in each case, except to the extent such Losses are caused by or result from the acts, omissions, negligence, or willful misconduct of any Service Provider Indemnified Party.
Section 10.3 — Indemnification Procedures. The following procedures shall apply to all indemnification claims under this Article X involving third-party claims:
(a) Notice. The party seeking indemnification (the "Indemnified Party") shall provide prompt written notice to the party from whom indemnification is sought (the "Indemnifying Party") of any third-party claim, action, suit, or proceeding for which indemnification is or may be sought (a "Third-Party Claim"), specifying in reasonable detail the nature of the claim, the facts giving rise to the claim, and the amount of Losses claimed (to the extent then known or estimable). The failure of the Indemnified Party to provide timely notice shall not relieve the Indemnifying Party of its indemnification obligations, except to the extent that the Indemnifying Party is materially prejudiced by such failure.
(b) Defense. Upon receipt of notice of a Third-Party Claim, the Indemnifying Party shall have the right (but not the obligation) to assume the defense and control of such Third-Party Claim, at its own expense, with counsel reasonably acceptable to the Indemnified Party. If the Indemnifying Party elects to assume the defense of a Third-Party Claim, the Indemnified Party shall have the right to participate in (but not control) such defense at its own expense and with its own counsel. If the Indemnifying Party does not elect to assume the defense of a Third-Party Claim within thirty (30) calendar days after receipt of notice thereof, the Indemnified Party may defend such claim, and the Indemnifying Party shall be liable for the reasonable costs and expenses of such defense.
(c) Settlement. The Indemnifying Party shall not settle, compromise, or consent to the entry of any judgment with respect to any Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld, conditioned, or delayed), unless such settlement (i) involves only the payment of monetary damages that are fully covered by the Indemnifying Party, (ii) does not impose any injunctive or other non-monetary relief on the Indemnified Party, and (iii) includes an unconditional release of the Indemnified Party from all liability arising out of such Third-Party Claim. The Indemnified Party shall not settle, compromise, or consent to the entry of any judgment with respect to any Third-Party Claim for which indemnification has been sought without the prior written consent of the Indemnifying Party (not to be unreasonably withheld, conditioned, or delayed).
(d) Cooperation. The Indemnified Party shall provide reasonable cooperation to the Indemnifying Party in connection with the defense or settlement of any Third-Party Claim, including making available relevant records, information, and personnel, at the Indemnifying Party's expense.
Section 10.4 — Relationship to Purchase Agreement. The indemnification obligations of the parties under this Agreement are separate from and in addition to (and not in limitation or duplication of) the indemnification obligations of the parties under the Purchase Agreement (including the indemnification provisions set forth in Article IX thereof, the Seventy-Two Million Dollar ($72,000,000) indemnification cap, and the escrow arrangements with Granite Trust Company, N.A., as escrow agent). Nothing in this Agreement shall limit, expand, modify, or otherwise affect the rights, obligations, or remedies of any party under the Purchase Agreement, and no claim for indemnification under this Agreement shall reduce or offset any indemnification obligation under the Purchase Agreement, or vice versa.
ARTICLE XI — DATA PROTECTION AND SECURITY
Section 11.1 — Data Protection. Each party shall comply with all applicable data protection, privacy, and information security laws, regulations, and standards (including, to the extent applicable, the California Consumer Privacy Act ("CCPA"), the New York SHIELD Act, the Personal Information Protection and Electronic Documents Act (Canada), and all other applicable federal, state, provincial, and local data protection laws and regulations) in connection with the processing, storage, transfer, and handling of personal data in the course of performing or receiving the Services. For purposes of this Article XI, "personal data" means any information relating to an identified or identifiable natural person, including the personal data of the approximately 2,400 employees of the Business, as well as any customer data, vendor data, or other personal data processed in connection with the Services.
Section 11.2 — Information Security. Service Provider shall maintain reasonable and appropriate administrative, technical, and physical safeguards designed to protect the confidentiality, integrity, and availability of Service Recipient's data (including personal data) that is processed, stored, or transmitted by Service Provider in connection with the Forward Services. Such safeguards shall be consistent in all material respects with the safeguards maintained by Service Provider during the Reference Period (the twelve (12)-month period prior to July 19, 2024) and shall include, at a minimum, access controls, encryption of data in transit and at rest, intrusion detection and prevention systems, regular vulnerability assessments, and employee security awareness training. Service Provider shall not materially reduce or degrade the level of information security safeguards during the term of this Agreement without the prior written consent of Service Recipient.
Section 11.3 — Security Breach Notification. In the event of any confirmed or reasonably suspected unauthorized access to, acquisition of, use of, or disclosure of Service Recipient's data (including personal data) processed in connection with the Services (a "Security Breach"), Service Provider shall:
(a) notify Service Recipient of such Security Breach promptly, and in any event within seventy-two (72) hours after Service Provider becomes aware of such Security Breach;
(b) provide Service Recipient with such information as is then reasonably available regarding the nature and scope of the Security Breach, including the categories and approximate number of individuals affected, the categories and approximate number of data records affected, and the likely consequences of the Security Breach;
(c) cooperate with Service Recipient in investigating, remediating, and mitigating the effects of the Security Breach, including preserving evidence, implementing corrective measures, and providing reasonable assistance with any required notifications to affected individuals, governmental authorities, or other parties; and
(d) provide Service Recipient with regular updates regarding the investigation, remediation, and resolution of the Security Breach.
Service Recipient shall have corresponding notification and cooperation obligations with respect to any Security Breach affecting Service Provider's data processed in connection with the Reverse Services.
ARTICLE XII — GOVERNANCE AND RELATIONSHIP MANAGEMENT
Section 12.1 — Transition Managers. Each party shall designate a primary point of contact (a "Transition Manager") who shall be responsible for the day-to-day coordination, oversight, and management of the Services under this Agreement. The initial Transition Managers shall be:
(a) Service Provider Transition Manager: Thomas Whitfield, Senior Vice President, Corporate Development, Aurelius Global Media Group PLC (or his designee); and
(b) Service Recipient Transition Manager: Jonathan Kessler, President, Meridian Press Holdings LLC (or his designee).
Either party may change its designated Transition Manager at any time upon written notice to the other party. The Transition Managers shall serve as the primary channel of communication between the parties with respect to all day-to-day matters relating to the Services, including service requests, issue escalation, migration planning, and termination coordination.
Section 12.2 — Steering Committee. Promptly following the Closing Date, the parties shall establish a joint steering committee (the "Steering Committee") consisting of the Transition Managers and such additional representatives as each party may designate from time to time. The Steering Committee shall meet at least once per calendar month (or more frequently as reasonably requested by either party) by telephone, videoconference, or in person, as mutually agreed. The Steering Committee shall be responsible for:
(a) reviewing the status of the Services and the performance of each party with respect to the Service Level Standards;
(b) discussing the progress of Service Recipient's migration efforts and anticipated timelines for transitioning off of each Service Category;
(c) addressing and resolving any issues, disputes, or concerns arising in connection with the Services;
(d) coordinating any requests for early termination, extension, or modification of the Services;
(e) reviewing and approving any requests for Additional Services pursuant to Section 2.4; and
(f) such other matters as either party may reasonably request.
The Steering Committee shall not have the authority to amend or modify this Agreement; any amendment or modification of this Agreement shall require a written instrument executed by both parties in accordance with Section 14.3.
Section 12.3 — Reporting. Service Provider shall provide to Service Recipient, within fifteen (15) business days following the end of each calendar month, a written report detailing (a) the Forward Services performed during such calendar month, including a summary of key activities and deliverables for each Service Category, (b) the service levels achieved with respect to each Service Catego

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