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NON-COMPETITION AND NON-SOLICITATION AGREEMENT

Dated as of July 19, 2024

among

AURELIUS GLOBAL MEDIA GROUP PLC (Parent Covenantor)

AURELIUS MEDIA HOLDINGS INC. (Seller Covenantor)

and

RIDGELINE PUBLISHING ACQUISITION CORP. (Buyer / Protected Party)

NON-COMPETITION AND NON-SOLICITATION AGREEMENT

This Non-Competition and Non-Solicitation Agreement (this "Agreement") is entered into as of July 19, 2024 (the "Effective Date"), by and among:

AURELIUS GLOBAL MEDIA GROUP PLC, a public limited company incorporated under the laws of England and Wales (Companies House No. 08431276), with its principal office at 14 Clarges Street, London W1J 8AQ, United Kingdom ("Parent Covenantor");

AURELIUS MEDIA HOLDINGS INC., a corporation organized under the laws of the State of Delaware (file no. 5987324), with its registered agent at Crowne Albany Corporation, 1209 Orange Street, Wilmington, DE 19801 ("Seller Covenantor" and, together with Parent Covenantor, the "Covenantors"); and

RIDGELINE PUBLISHING ACQUISITION CORP., a corporation organized under the laws of the State of Delaware (file no. 6501982), with its registered agent at Crowne Albany Corporation, 1209 Orange Street, Wilmington, DE 19801 (the "Buyer" or the "Protected Party").

Each of Parent Covenantor, Seller Covenantor, and Buyer is sometimes referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Aurelius Media Holdings Inc. ("Seller"), Ridgeline Publishing Acquisition Corp. ("Buyer"), and, solely for purposes of certain provisions therein, Aurelius Global Media Group PLC and Pinnacle Ridge Capital Partners Fund IV, L.P., a Delaware limited partnership (file no. 6234577), have entered into that certain Membership Interest Purchase Agreement, dated as of July 19, 2024 (as it may be amended, supplemented, or otherwise modified from time to time, the "Purchase Agreement"), providing for the sale by Seller to Buyer of one hundred percent (100%) of the membership interests in Meridian Press Holdings LLC, a Delaware limited liability company (file no. 4521889) (the "Company" or "Meridian Press"), at an enterprise value of Four Hundred Eighty Million Dollars ($480,000,000);

WHEREAS, the Company operates a legacy publishing division comprising book publishing, periodical, and educational content businesses, including the Meridian Books, Bellweather Academic, and Foxglove Periodicals imprints, with subsidiaries Meridian Distribution Services Inc., a Delaware corporation (file no. 4736201) ("MDS"), Bellweather Academic Press Inc., a Delaware corporation (file no. 4801133) ("Bellweather"), Foxglove Media LLC, a New York limited liability company ("Foxglove"), and Meridian Press Canada ULC, an unlimited liability company organized under the laws of British Columbia ("Meridian Canada") (collectively with the Company, the "Acquired Business");

WHEREAS, Aurelius Global Media Group PLC is a diversified media, entertainment, and e-commerce group with FY2023 consolidated revenues of approximately £3.8 billion, and the Acquired Business generated approximately $1.14 billion in revenue and approximately $96 million in Adjusted EBITDA for the twelve months ended December 31, 2023;

WHEREAS, as a material inducement to Buyer to enter into the Purchase Agreement and consummate the transactions contemplated thereby, and as a condition to the closing of such transactions, each Covenantor has agreed to enter into this Agreement for the benefit of Buyer and the other Protected Parties;

WHEREAS, the Covenantors acknowledge that they have received and will receive substantial consideration in connection with the transactions contemplated by the Purchase Agreement, including the payment of the purchase price thereunder, and that such consideration constitutes adequate and independent consideration for the restrictive covenants set forth herein;

WHEREAS, the Covenantors possess confidential information, trade secrets, customer relationships, and goodwill pertaining to the Acquired Business, which, if used in competition with the Acquired Business following the closing, would cause irreparable harm to Buyer and the other Protected Parties;

WHEREAS, the Covenantors acknowledge that the restrictive covenants contained herein are reasonable in scope, duration, and geographic area and are necessary to protect Buyer's legitimate business interests in the Acquired Business, including the goodwill of the Acquired Business for which Buyer is paying substantial consideration; and

NOW, THEREFORE, in consideration of the foregoing premises, the mutual covenants and agreements set forth herein, the closing of the transactions under the Purchase Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each Party, 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:

"Acquired Business" means the business of book publishing (including trade, mass market, and specialty publishing), periodical publishing (including magazines, journals, and serial publications), educational content development and licensing, and related distribution operations, as conducted by the Company and its subsidiaries (including MDS, Bellweather, Foxglove Media LLC, and Meridian Press Canada ULC) as of the date hereof and as of the Closing Date, including, without limitation, the operation of fourteen (14) distribution centers across North America and the licensing of educational content to institutions of higher education, primary and secondary schools, and corporate training organizations.

"Affiliate" has the meaning ascribed to such term in the Purchase Agreement; for purposes of this Agreement, the term includes any entity that directly or indirectly controls, is controlled by, or is under common control with a Covenantor. For the avoidance of doubt, following the Closing Date, neither the Company nor any of its subsidiaries shall be deemed an Affiliate of any Covenantor.

"Closing Date" means the date on which the closing of the transactions contemplated by the Purchase Agreement occurs (which occurred on November 15, 2024).

"Competitive Activity" means engaging in, owning, managing, operating, controlling, being employed by, participating in, consulting with, lending one's name to, or rendering services or advice to any Person that engages in any Restricted Business anywhere within the Restricted Territory.

"Confidential Information" means all non-public, proprietary, or confidential information relating to the Acquired Business, including, without limitation, customer lists and customer data, supplier relationships and supplier terms, pricing information and pricing models, financial data (including historical and projected financial statements, budgets, and forecasts), marketing strategies and marketing plans, content pipelines and editorial schedules, author relationships and the terms of author agreements, ISBN prefix assignments, distribution logistics data (including warehouse management systems data, shipping routes, and carrier agreements), trade secrets (including proprietary editorial processes, typesetting methodologies, and digital content management systems), and any other information that would reasonably be considered confidential or proprietary in nature; provided, however, that "Confidential Information" shall not include information that (i) is or becomes publicly available other than through a breach of this Agreement or any other confidentiality obligation owed to the Protected Party, (ii) is received by a Covenantor from a third party not known by the Covenantor to be bound by a confidentiality obligation to the Protected Party with respect to such information, or (iii) is independently developed by the Covenantors or their Affiliates without reference to, reliance upon, or use of such Confidential Information.

"Person" means any individual, corporation, limited liability company, partnership (general or limited), joint venture, trust, association, unincorporated organization, governmental authority, or other entity of any kind or nature.

"Protected Party" means Buyer and its successors, assigns, Affiliates, and subsidiaries, including, following the Closing Date, the Company and each of its subsidiaries (including MDS, Bellweather, Foxglove, and Meridian Canada).

"Purchase Agreement" means that certain Membership Interest Purchase Agreement, dated as of July 19, 2024, among Aurelius Media Holdings Inc. (as Seller), Ridgeline Publishing Acquisition Corp. (as Buyer), and, solely for certain purposes set forth therein, 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 in accordance with its terms.

"Restricted Business" means the business of (a) book publishing, including trade publishing, mass market publishing, and specialty publishing, (b) periodical publishing, including magazines, journals, and serial publications, and (c) educational content development, publishing, and licensing, in each case including related print and digital distribution services in support of the foregoing activities; provided, however, that the term "Restricted Business" shall expressly exclude the Retained Activities.

"Restricted Period" means the period commencing on the Closing Date and expiring on the fifth (5th) anniversary of the Closing Date (i.e., November 15, 2029).

"Restricted Territory" means the United States of America, including all fifty (50) states, the District of Columbia, and all territories and possessions of the United States, and Canada, including all provinces and territories thereof.

"Retained Activities" means the activities and operations retained by the Covenantors and their Affiliates following the Closing, as more fully described in Section 2.4 hereof, including, without limitation, (a) digital media and streaming operations, (b) e-commerce and marketplace operations, and (c) any other business lines of Aurelius Global Media Group PLC and its Affiliates other than the Restricted Business.

"Transferred Employees" means all employees of the Company and its subsidiaries as of the Closing Date (approximately 2,400 employees) who continue employment with the Acquired Business or any Protected Party following the Closing, including the twelve (12) senior managers identified in Schedule 6.1 of the Purchase Agreement who are subject to key employee retention agreements with an aggregate retention pool of $7,200,000.

Section 1.2 — Interpretation.

(a) Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Purchase Agreement.

(b) Unless the context otherwise requires: (i) references to "Articles," "Sections," and "Schedules" are references to articles, sections, and schedules of and to this Agreement; (ii) words in the singular include the plural and vice versa; (iii) the words "hereof," "herein," "hereunder," and words of similar import refer to this Agreement as a whole and not to any particular provision of this Agreement; (iv) the word "including" (and its correlatives "include" and "includes") means "including without limitation"; (v) the word "or" is not exclusive; (vi) all references to "$" or "dollars" are to United States dollars; (vii) all references to "£" are to British pounds sterling; and (viii) the headings and captions in this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement.

(c) The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, 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 of the provisions of this Agreement.

ARTICLE II — NON-COMPETITION COVENANT

Section 2.1 — Non-Competition Restriction.

(a) Each Covenantor covenants and agrees that, during the Restricted Period (commencing on the Closing Date and expiring on the fifth (5th) anniversary thereof), neither it nor any of its controlled Affiliates shall, directly or indirectly, engage in any Competitive Activity within the Restricted Territory.

(b) Without limiting the generality of the foregoing, during the Restricted Period, neither any Covenantor nor any of its controlled Affiliates shall, directly or indirectly, within the Restricted Territory:

(i) own, manage, operate, or control any business, division, or segment that engages in the Restricted Business;

(ii) be employed by, serve as an officer or director of, or act as a consultant, advisor, or agent to any Person that engages in the Restricted Business;

(iii) participate in, lend its name to, or provide financing specifically earmarked for the establishment or operation of any Person that engages in the Restricted Business (other than as permitted under Section 2.2);

(iv) license, assign, or otherwise transfer to any third party any intellectual property, content, or proprietary materials previously used in connection with the Acquired Business for the purpose of enabling such third party to engage in the Restricted Business; or

(v) solicit, encourage, or assist any current officer, director, or employee of any Covenantor or its Affiliates to engage in the Restricted Business on behalf of any Person other than the Protected Party.

(c) The restrictions set forth in this Section 2.1 apply to each of Aurelius Global Media Group PLC and Aurelius Media Holdings Inc. and their respective controlled Affiliates. Each Covenantor shall cause each of its controlled Affiliates to comply with the restrictions set forth in this Article II, and any breach by a controlled Affiliate of a Covenantor shall be deemed a breach by such Covenantor.

Section 2.2 — Passive Investment Exception.

The restrictions set forth in Section 2.1 shall not prohibit any Covenantor or its Affiliates from owning, directly or indirectly, solely as a passive investment, securities of any Person that is publicly traded and engaged in the Restricted Business, provided that such securities represent less than five percent (5%) of the outstanding voting securities or equity interests of such Person and that neither the Covenantor nor any of its Affiliates has any active participation in the management, operations, strategic direction, or control of such Person. For the avoidance of doubt, "active participation" includes, without limitation, serving on the board of directors (or equivalent governing body) of such Person, having the right to designate any member of such governing body, or having any veto or consent rights with respect to operational or strategic decisions of such Person. Ownership of securities in compliance with this Section 2.2 shall not be deemed a Competitive Activity for any purpose under this Agreement.

Section 2.3 — Acquisition Exception.

(a) If, during the Restricted Period, any Covenantor or any of its controlled Affiliates acquires (whether by merger, consolidation, purchase of assets, purchase of equity interests, or otherwise) a business, Person, or line of business (an "Acquired Entity") that derives revenues from activities that would otherwise constitute the Restricted Business, and the revenues attributable to such Restricted Business activities constitute less than fifteen percent (15%) of the total consolidated revenues of such Acquired Entity for its most recently completed fiscal year (or, if the Acquired Entity has not completed a full fiscal year, the annualized revenues for the most recent period available), then such acquisition shall not be deemed a breach of Section 2.1, provided that:

(i) the applicable Covenantor provides Buyer with written notice of such acquisition within fifteen (15) business days following the closing thereof, which notice shall include a description of the Acquired Entity and the nature and extent of its activities constituting the Restricted Business;

(ii) the applicable Covenantor uses commercially reasonable efforts to divest, wind down, or otherwise terminate the Restricted Business portion of such Acquired Entity within twelve (12) months from the closing of such acquisition (the "Divestiture Period"); and

(iii) during the Divestiture Period, the applicable Covenantor shall not expand, grow, or otherwise materially enhance the Restricted Business portion of such Acquired Entity beyond the scope existing as of the date of such acquisition.

(b) If the applicable Covenantor fails to divest, wind down, or otherwise terminate the Restricted Business portion of the Acquired Entity within the Divestiture Period, such Covenantor shall be deemed to be in breach of Section 2.1 effective as of the expiration of the Divestiture Period with respect to such Restricted Business activities.

(c) For the avoidance of doubt, this Section 2.3 shall not apply if the revenues attributable to Restricted Business activities of the Acquired Entity equal or exceed fifteen percent (15%) of the total consolidated revenues of such Acquired Entity, in which case such acquisition shall constitute a Competitive Activity in violation of Section 2.1 unless otherwise expressly consented to in writing by Buyer.

Section 2.4 — Retained Activities Carve-Out.

(a) Nothing in this Agreement shall restrict the Covenantors or their Affiliates from continuing to operate, develop, expand, invest in, or otherwise engage in the Retained Activities. The Parties acknowledge and agree that the Retained Activities include the following:

(i) Digital Media and Streaming Operations. The continued operation, development, and expansion of digital media and streaming operations conducted by Aurelius Global Media Group PLC and its Affiliates, including the archiving, distribution, streaming, and on-demand delivery of digital content on the Aurelius streaming platform (currently branded as "Aurelius+"), including any content made available pursuant to that certain Trademark License Agreement, dated as of the Closing Date, between Buyer and Aurelius Media Holdings Inc. (the "Trademark License Agreement"), providing for a three (3)-year royalty-free license to use the "Meridian" name in connection with legacy digital content. For the avoidance of doubt, the streaming and digital distribution of content that is ancillary to or derived from digital-first media productions (such as audiobooks adapted from original podcast series, digital-native short-form content, or interactive digital media) shall constitute Retained Activities, provided that such activities do not constitute the publication or distribution of traditional books, periodicals, or educational content within the meaning of the Restricted Business.

(ii) E-Commerce and Marketplace Operations. The continued operation, development, and expansion of e-commerce and online marketplace businesses conducted by Aurelius Global Media Group PLC and its Affiliates, including third-party marketplace platforms, direct-to-consumer retail operations, fulfillment services provided to third parties, and related technology and logistics infrastructure.

(iii) Other Business Segments. Any other business segment or line of business of Aurelius Global Media Group PLC and its Affiliates that does not constitute the Restricted Business, including, without limitation, the Digital Media & Streaming segment of Aurelius Global Media Group PLC (which accounted for approximately forty-five percent (45%) of FY2023 consolidated revenue) and the E-Commerce & Marketplace segment (which accounted for approximately thirty percent (30%) of FY2023 consolidated revenue), as well as any future business lines that do not fall within the definition of Restricted Business.

(iv) Digital-First Content Creation. Digital-first content creation and distribution that does not constitute traditional book publishing, periodical publishing, or educational content publishing as defined in the Restricted Business, including, without limitation, the creation and distribution of podcasts, web-native editorial content, social media content, newsletters distributed exclusively through digital channels, video content, and interactive digital media.

(b) The Retained Activities carve-out set forth in this Section 2.4 is intended to preserve and protect Aurelius Global Media Group PLC's ongoing core business operations and investment activities without creating, directly or indirectly, a competing publishing business that would undermine the value of the Acquired Business for which Buyer is paying substantial consideration. In the event of any dispute as to whether a particular activity constitutes a Retained Activity or a Restricted Business, the determination shall be made based on the substance and primary commercial purpose of such activity, rather than its form or label.

(c) Notwithstanding the foregoing, nothing in this Section 2.4 shall be interpreted to permit any Covenantor or its Affiliates to use the Retained Activities carve-out as a means of circumventing the non-competition restrictions set forth in Section 2.1, including by establishing a business unit or subsidiary that is nominally characterized as a "digital-first" operation but that, in substance, engages in the publication, distribution, or licensing of traditional books, periodicals, or educational content materials.

ARTICLE III — NON-SOLICITATION COVENANT

Section 3.1 — Non-Solicitation of Transferred Employees.

(a) Each Covenantor covenants and agrees that, for a period of two (2) years from the Closing Date (i.e., through and including November 15, 2026) (the "Employee Non-Solicitation Period"), neither it nor any of its controlled Affiliates shall, directly or indirectly:

(i) solicit, recruit, hire, engage, or retain (whether as an employee, independent contractor, consultant, or otherwise) any Transferred Employee;

(ii) induce, encourage, or attempt to induce or encourage any Transferred Employee to leave or terminate his or her employment or engagement with the Acquired Business or any Protected Party; or

(iii) otherwise interfere with the employment relationship between any Transferred Employee and the Acquired Business or any Protected Party.

(b) The non-solicitation restriction set forth in this Section 3.1 covers all Transferred Employees, which includes approximately 2,400 employees as of the Closing Date, including the twelve (12) senior managers identified in Schedule 6.1 of the Purchase Agreement who are subject to key employee retention agreements executed in connection with the transactions contemplated by the Purchase Agreement, with an aggregate retention pool of Seven Million Two Hundred Thousand Dollars ($7,200,000). Each Covenantor acknowledges that the workforce stability of the Acquired Business is a critical component of the value being acquired by Buyer, and that any solicitation or hiring of Transferred Employees during the Employee Non-Solicitation Period would cause material harm to the Acquired Business and the Protected Party.

(c) Each Covenantor shall cause each of its controlled Affiliates to comply with the restrictions set forth in this Section 3.1, and any breach by a controlled Affiliate of a Covenantor shall be deemed a breach by such Covenantor.

Section 3.2 — Exceptions to Non-Solicitation.

The restrictions set forth in Section 3.1 shall not apply to:

(a) General Solicitations. General solicitations of employment through public advertisements (including advertisements in newspapers, trade journals, industry publications, or on the internet), job postings on the Covenantors' or their Affiliates' websites or on third-party job boards (such as Westmark Health IT, Ridgeline Health IT, or Penmark Technologies), search firm or recruiting agency engagements, career fairs, campus recruitment events, or similar general recruitment activities that are not specifically targeted at or directed toward Transferred Employees; provided that the mere fact that a Transferred Employee responds to such general solicitation shall not, by itself, constitute a violation of Section 3.1;

(b) Unsolicited Inquiries. Responding to unsolicited inquiries or applications from Transferred Employees who independently and without any direct or indirect encouragement, inducement, or solicitation from any Covenantor or its Affiliates seek employment with the Covenantors or their Affiliates; provided that the Covenantor or its Affiliate did not directly or indirectly encourage, induce, or solicit such inquiry or application, and provided further that prior to hiring any such Transferred Employee, the applicable Covenantor shall notify Buyer in writing of such individual's identity and intended role;

(c) Previously Terminated Employees. Hiring any individual who was a Transferred Employee but whose employment with the Acquired Business or any Protected Party has been terminated by the Protected Party (other than a termination for cause, as such term is defined in the applicable employment agreement or, absent such definition, as reasonably determined by the Protected Party) at least six (6) months prior to the date on which the Covenantor or its Affiliate first engages in discussions with such individual regarding potential employment or engagement; and

(d) Transition Services Personnel. Any employee or individual who, following the Closing Date, is transferred or seconded to a Covenantor or its Affiliate pursuant to, and in accordance with the terms of, that certain Transition Services Agreement, dated as of the Closing Date, between Aurelius Media Holdings Inc. and Ridgeline Publishing Acquisition Corp. (the "Transition Services Agreement"), solely for the duration and purposes set forth in such Transition Services Agreement.

Section 3.3 — Non-Solicitation of Customers and Suppliers.

(i) solicit, encourage, or induce any customer, author, content licensor, distributor, or material supplier of the Acquired Business to terminate, cancel, not renew, or materially reduce its business relationship with the Acquired Business or any Protected Party;

(ii) divert or attempt to divert any such business relationship to any Person engaged in the Restricted Business; or

(iii) otherwise interfere with the business relationships between the Acquired Business (or any Protected Party) and its customers, authors, content licensors, distributors, or material suppliers for the purpose of benefiting any Person engaged in the Restricted Business.

(b) For the avoidance of doubt, the restrictions set forth in this Section 3.3 shall not prohibit any Covenantor or its Affiliates from (i) engaging in business transactions with customers, authors, content licensors, distributors, or suppliers of the Acquired Business in connection with the Retained Activities to the extent such transactions do not involve the Restricted Business and do not constitute an interference with the business relationships of the Acquired Business, or (ii) fulfilling its obligations under the Transition Services Agreement, the Trademark License Agreement, or any other ancillary agreement entered into in connection with the transactions contemplated by the Purchase Agreement.

(c) Each Covenantor shall cause each of its controlled Affiliates to comply with the restrictions set forth in this Section 3.3, and any breach by a controlled Affiliate of a Covenantor shall be deemed a breach by such Covenantor.

ARTICLE IV — CONFIDENTIALITY

Section 4.1 — Confidentiality Obligations.

(a) Each Covenantor acknowledges that, as a result of its ownership and operation of the Company and the Acquired Business prior to the Closing, it possesses Confidential Information relating to the Acquired Business. Each Covenantor recognizes the competitive value and sensitive nature of such Confidential Information and the potential harm that could result to the Acquired Business and the Protected Party from the unauthorized disclosure, use, or dissemination of such Confidential Information.

(b) Each Covenantor agrees that, from and after the Closing Date and continuing indefinitely (or, to the extent a shorter period is required by applicable law, for the maximum period permitted by applicable law), it shall not, and shall cause its controlled Affiliates, officers, directors, employees, agents, and representatives not to, directly or indirectly, disclose, use, publish, disseminate, or otherwise make available any Confidential Information to any Person for any purpose whatsoever, except:

(i) as required by applicable law, statute, regulation, ordinance, rule of any governmental authority, or legal process (including any subpoena, civil investigative demand, or order of any court or tribunal of competent jurisdiction), provided that, to the extent permitted by applicable law, the Covenantor shall provide Buyer with prompt prior written notice of such requirement so that Buyer may seek a protective order or other appropriate remedy, and the Covenantor shall cooperate with Buyer in connection therewith and shall disclose only such Confidential Information as is legally required to be disclosed;

(ii) in connection with the enforcement of rights or the performance of obligations under the Purchase Agreement or any ancillary agreement entered into in connection therewith (including, without limitation, the Transition Services Agreement, the Trademark License Agreement, the Section 338(h)(10) Election Agreement, and the Escrow Agreement with Granite Trust Company, N.A. as escrow agent), and then only to the extent reasonably necessary for such purpose;

(iii) as expressly permitted in connection with the conduct of the Retained Activities under Section 2.4, provided that such use is limited to Confidential Information that is inextricably intertwined with the operation of the Retained Activities and cannot practicably be segregated from information relating to the Retained Activities; or

(iv) to the Covenantor's legal counsel, auditors, tax advisors, or other professional advisors who have a need to know such Confidential Information in connection with the provision of professional services to the Covenantor, provided that such advisors are bound by confidentiality obligations no less restrictive than those set forth herein.

(c) Each Covenantor shall implement and maintain reasonable administrative, technical, and physical safeguards to protect the confidentiality of the Confidential Information in its possession, custody, or control, which safeguards shall be no less protective than those the Covenantor uses to protect its own confidential information of a similar nature.

Section 4.2 — Return of Information.

(a) Upon Buyer's written request, and in any event no later than sixty (60) days after the expiration or termination of the Transition Services Agreement, each Covenantor shall, and shall cause each of its controlled Affiliates to, promptly return to Buyer or, at Buyer's election, destroy all Confidential Information in its or their possession, custody, or control, including all copies, summaries, abstracts, excerpts, and compilations thereof and all documents, files, records, disks, tapes, and other media containing or reflecting any Confidential Information.

(b) Notwithstanding the foregoing, a Covenantor may retain copies of Confidential Information to the extent (i) required to be retained by applicable law, regulation, or professional standards (including document retention requirements applicable to publicly traded companies), (ii) contained in routine electronic backup media created in the ordinary course of business pursuant to automated information technology systems (such as disaster recovery backups), provided that such backup media is not accessed for any purpose other than disaster recovery or legal compliance, or (iii) required to be retained pursuant to internal compliance, legal hold, or archival policies of general applicability, provided that in each case such retained Confidential Information shall remain subject to the confidentiality obligations set forth in Section 4.1 for so long as it is retained.

(c) Upon completion of the return or destruction of Confidential Information as contemplated by this Section 4.2, each Covenantor shall deliver to Buyer a written certification, executed by an authorized officer of such Covenantor, confirming that the Covenantor has complied with its obligations under this Section 4.2 and identifying any Confidential Information retained pursuant to subsection (b) above and the basis for such retention.

ARTICLE V — REMEDIES

Section 5.1 — Injunctive Relief.

(a) The Parties acknowledge and agree that a breach or threatened breach of any provision of Article II (Non-Competition), Article III (Non-Solicitation), or Article IV (Confidentiality) would cause the Protected Party irreparable harm for which monetary damages alone would be inadequate and difficult, if not impossible, to calculate. Accordingly, the Parties agree that, in the event of any such breach or threatened breach, the Protected Party shall be entitled to seek and obtain temporary, preliminary, and permanent injunctive relief, specific performance, and any other equitable remedies from any court of competent jurisdiction to prevent or restrain any such breach or threatened breach, to enforce the specific performance of the terms and provisions of this Agreement, and to preserve the status quo pending a final determination of the merits of any such action.

(b) Such equitable relief shall be available to the Protected Party without the necessity of (i) posting a bond, letter of credit, or other security (or, if a court requires such security, it shall be in a nominal amount), (ii) proving actual damages or the inadequacy of legal remedies, or (iii) satisfying any other requirement for the granting of equitable relief that might otherwise be applicable under applicable law. Each Covenantor hereby waives and agrees not to assert any defense based on the adequacy of a remedy at law, the absence of irreparable harm, or any requirement for the posting of a bond or other security in connection with any application by the Protected Party for injunctive relief or specific performance under this Agreement.

(c) Nothing in this Section 5.1 shall be construed to limit the Protected Party's right to seek and obtain monetary damages in addition to equitable relief.

Section 5.2 — Extension of Restricted Period.

If any court of competent jurisdiction determines that any Covenantor has violated any of the restrictive covenants contained in Article II or Article III, the applicable Restricted Period or Employee Non-Solicitation Period, as the case may be, shall be automatically extended by a period of time equal to the duration of such violation, commencing from the date on which such violation is finally determined by a court of competent jurisdiction or acknowledged by the violating Covenantor, whichever is earlier, so that the Protected Party shall receive the full and complete benefit of the agreed-upon restricted periods set forth herein. Such extension shall apply in addition to any other remedy available to the Protected Party hereunder.

Section 5.3 — Cumulative Remedies.

The remedies provided to the Protected Party in this Article V are cumulative and shall be in addition to, and not in limitation of or in substitution for, any other remedies available to the Protected Party under the Purchase Agreement (including, without limitation, the indemnification provisions set forth in Article VIII thereof, subject to the applicable indemnification cap of Seventy-Two Million Dollars ($72,000,000) for general indemnification claims and Four Hundred Eighty Million Dollars ($480,000,000) for claims arising from fraud, willful misconduct, and breaches of fundamental representations), at law, in equity, or under any other agreement or instrument. No single or partial exercise of any right, power, or remedy by the Protected Party shall preclude any other or further exercise thereof or the exercise of any other right, power, or remedy.

ARTICLE VI — REPRESENTATIONS AND ACKNOWLEDGMENTS

Section 6.1 — Reasonableness of Restrictions.

Each Covenantor represents, warrants, and acknowledges that:

(a) The covenants, restrictions, and limitations contained in this Agreement (including the non-competition covenants in Article II, the non-solicitation covenants in Article III, and the confidentiality obligations in Article IV) are reasonable and necessary to protect the Protected Party's legitimate business interests in the Acquired Business, including, without limitation, the goodwill of the Acquired Business and each of its imprints (Meridian Books, Bellweather Academic, and Foxglove Periodicals), customer relationships cultivated over decades of operation, trade secrets and proprietary know-how, Confidential Information, author relationships, distribution networks, and the stability and continuity of the Acquired Business's workforce;

(b) The Restricted Period (five (5) years from the Closing Date for non-competition and customer/supplier non-solicitation; two (2) years from the Closing Date for employee non-solicitation), the Restricted Territory (the United States and Canada), and the scope of the Restricted Business are each reasonable in light of (i) the nature and geographic scope of the Acquired Business, which operates fourteen (14) distribution centers across North America, maintains subsidiaries in Delaware, New York, and British Columbia, and serves customers throughout the United States and Canada, (ii) the substantial purchase price being paid by Buyer, (iii) the Covenantors' extensive knowledge of and access to the Acquired Business's Confidential Information and trade secrets, and (iv) the nature and extent of the goodwill associated with the Acquired Business;

(c) The Covenantors have received substantial, adequate, and independent consideration for the covenants, restrictions, and limitations contained herein, including, without limitation, the purchase price paid under the Purchase Agreement at an enterprise value of Four Hundred Eighty Million Dollars ($480,000,000), and such consideration is not contingent upon the enforceability or enforcement of the covenants herein;

(d) The enforcement of the covenants, restrictions, and limitations contained in this Agreement will not impose undue hardship on the Covenantors or unreasonably impair their ability to earn a livelihood or conduct their businesses, particularly in light of (i) the Retained Activities carve-out set forth in Section 2.4, which preserves the Covenantors' ability to continue operating their digital media and streaming operations, e-commerce and marketplace operations, and all other business segments other than the Restricted Business, and (ii) the significant size and diversification of Aurelius Global Media Group PLC's global business operations; and

(e) Each Covenantor has had the opportunity to consult with independent legal counsel regarding the terms of this Agreement and understands the restrictions and obligations imposed hereby.

Section 6.2 — Authority.

Each Covenantor represents and warrants to Buyer that:

(a) It has full corporate (or other organizational) power and authority to execute, deliver, and perform its obligations under this Agreement;

(b) The execution, delivery, and performance of this Agreement have been duly authorized by all necessary corporate or organizational action on the part of such Covenantor, including, with respect to Aurelius Global Media Group PLC, the board resolutions of the board of directors of Aurelius Global Media Group PLC adopted on July 17, 2024, and, with respect to Aurelius Media Holdings Inc., the board resolutions of the board of directors of Aurelius Media Holdings Inc. adopted on July 17, 2024;

(c) This Agreement has been duly executed and delivered by such Covenantor and constitutes a legal, valid, and binding obligation of such Covenantor, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar laws affecting creditors' rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity); and

(d) The execution, delivery, and performance of this Agreement by such Covenantor do not and will not (i) violate or conflict with the certificate of incorporation, bylaws, articles of association, memorandum of association, or other organizational documents of such Covenantor, (ii) violate, conflict with, or result in a breach of any material agreement, instrument, or obligation to which such Covenantor is a party or by which it is bound, or (iii) violate any applicable law, statute, regulation, rule, order, judgment, or decree of any governmental authority applicable to such Covenantor.

ARTICLE VII — GENERAL PROVISIONS

Section 7.1 — Governing Law.

This Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. Each Party agrees that all issues concerning the construction, validity, enforcement, and interpretation of this Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware.

Section 7.2 — Jurisdiction and Venue.

(a) Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (and, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over any particular matter, the United States District Court for the District of Delaware or, if such federal court declines to accept jurisdiction, any state court of the State of Delaware sitting in New Castle County) for any action, suit, or proceeding arising out of or relating to this Agreement, including any action for injunctive relief or specific performance under Article V, and each Party irrevocably and unconditionally agrees that all claims in respect of any such action, suit, or proceeding shall be heard and determined in such courts.

(b) Each Party irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, (i) any objection that it may now or hereafter have to the laying of venue of any action, suit, or proceeding arising out of or relating to this Agreement in any court referred to in Section 7.2(a), and (ii) the defense of an inconvenient forum to the maintenance of any such action, suit, or proceeding in any such court.

(c) Each Party agrees that a final judgment in any such action, suit, or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law. Nothing in this Section 7.2 shall limit the right of the Protected Party to bring proceedings against any Covenantor in the courts of any other jurisdiction for the purpose of enforcing any injunction, order, or judgment obtained from any court referred to in Section 7.2(a).

Section 7.3 — Severability; Blue Pencil.

(a) The provisions of this Agreement shall be deemed severable. If any provision of this Agreement (or any portion thereof) is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect under any applicable law, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision (or portion thereof) had never been contained herein, provided that the remaining provisions of this Agreement shall continue in full force and effect to the maximum extent permitted by applicable law.

(b) If any court of competent jurisdiction determines that the Restricted Period, the Employee Non-Solicitation Period, the Restricted Territory, the scope of the Restricted Business, or any other restriction or limitation contained in Article II, Article III, or Article IV of this Agreement is unreasonable or unenforceable in any respect, the court is hereby authorized and requested by the Parties to reform such provision (including by reducing the duration, geographic scope, or scope of restricted activities, as applicable) to the minimum extent necessary to render it valid, legal, and enforceable while preserving, to the greatest extent possible, the original intent and economic effect of such provision. The Parties expressly agree that the court shall have the authority and power to "blue pencil" any overbroad provision and to enforce the remainder of such provision as so reformed.

(c) The Covenantors agree that, in the event that any provision of this Agreement is reformed by a court as contemplated by this Section 7.3, the Covenantors shall not challenge the enforceability of such reformed provision and shall be bound thereby.

Section 7.4 — Assignment.

(a) This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

(b) No Covenantor may assign, transfer, delegate, or otherwise dispose of any of its rights or obligations under this Agreement, in whole or in part, without the prior written consent of Buyer, and any purported assignment, transfer, delegation, or disposition in violation of this Section 7.4(b) shall be null and void and of no force or effect.

(c) Buyer may assign its rights under this Agreement, in whole or in part, without the consent of the Covenantors, to (i) any Affiliate of Buyer, (ii) any Person that acquires all or substantially all of the assets or equity interests of the Acquired Business (whether by merger, consolidation, purchase of assets, purchase of equity interests, or otherwise), or (iii) any lender, agent, or collateral agent to the extent required in connection with the financing of the transactions contemplated by the Purchase Agreement or any subsequent financing or refinancing. No assignment by Buyer shall relieve Buyer of its obligations under this Agreement unless the assignee expressly assumes such obligations in writing.

Section 7.5 — Entire Agreement.

This Agreement, together with the Purchase Agreement and the other ancillary agreements executed in connection with the transactions contemplated thereby (including, without limitation, the Transition Services Agreement, the Escrow Agreement with Granite Trust Company, N.A. as escrow agent, the Trademark License Agreement, and the Section 338(h)(10) Election Agreement), constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, discussions, representations, and warranties, whether written or oral, among the Parties with respect to such subject matter. There are no representations, warranties, covenants, promises, agreements, or undertakings among the Parties with respect to the subject matter hereof other than as expressly set forth herein and in the Purchase Agreement and such other ancillary agreements.

Section 7.6 — Amendment and Waiver.

(a) No amendment, modification, supplement, or restatement of this Agreement shall be effective unless made in a writing that expressly refers to this Agreement and is duly executed by each Party hereto.

(b) No waiver of any breach or default of any provision of this Agreement shall constitute a waiver of any prior, concurrent, or subsequent breach or default of the same or any other provision hereof. No waiver of any right, power, or remedy under this Agreement shall be effective unless made in a writing signed by the Party granting such waiver. No failure or delay by any Party in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy.

Section 7.7 — Notices.

All notices, requests, demands, consents, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given (a) upon delivery, if delivered by hand, (b) one (1) business day after being sent by a nationally recognized overnight courier service (with tracking and signature confirmation), (c) upon delivery, if sent by email (with read receipt or other written confirmation of receipt from the recipient), or (d) three (3) business days after being deposited in the United States mail, first class, postage prepaid, registered or certified, return receipt requested, in each case addressed as follows (or at such other address as a Party may designate by notice to the other Parties in accordance with this Section 7.7):

If to Parent Covenantor:

Aurelius Global Media Group PLC 14 Clarges Street London W1J 8AQ United Kingdom

Attention: Claudia Restrepo, General Counsel

Email: c.restrepo@aureliusglobal.co.uk

with a copy (which shall not constitute notice) to:

Calderwood & Harkness LLP 425 Park Avenue New York, NY 10022

Attention: Beatrice Holloway

Email: bholloway@calderwoodharkness.com

If to Seller Covenantor:

Aurelius Media Holdings Inc. c/o Crowne Albany Corporation 1209 Orange Street Wilmington, DE 19801

Attention: General Counsel

Email: gc@aureliusmedia.com

with a copy (which shall not constitute notice) to:

Calderwood & Harkness LLP 425 Park Avenue New York, NY 10022

Attention: Beatrice Holloway

Email: bholloway@calderwoodharkness.com

If to Buyer:

Ridgeline Publishing Acquisition Corp. c/o Pinnacle Ridge Capital Management LLC 600 Lexington Avenue, 38th Floor New York, NY 10022

Attention: Victor Stanhope and Rachel Osei-Mensah

Email: vstanhope@pinnacleridge.com; rosei-mensah@pinnacleridge.com

with a copy (which shall not constitute notice) to:

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

Attention: Graham Ashworth

Email: gashworth@hlblaw.com

Section 7.8 — No Third-Party Beneficiaries.

Except as expressly provided herein (including the definition of "Protected Party," which extends the protections of this Agreement to Buyer's Affiliates, subsidiaries, successors, and assigns, including the Company and its subsidiaries following the Closing), this Agreement is not intended to, and shall not, confer any rights or remedies upon any Person other than the Parties hereto and their respective successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to create any third-party beneficiary rights in any Person.

Section 7.9 — Counterparts; Electronic Signatures.

This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and all of which counterparts, taken together, shall constitute one and the same instrument. The exchange of executed counterparts of this Agreement (or of signature pages thereto) by facsimile, portable document format (PDF), DocuSign, or other electronic means of transmission shall constitute effective execution and delivery of this Agreement for all purposes. Signatures delivered by facsimile, PDF, or other electronic means shall be deemed original signatures and shall be fully binding upon the Parties.

Section 7.10 — Waiver of Jury Trial.

EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF ANY PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE, OR ENFORCEMENT HEREOF. EACH PARTY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7.10.

Section 7.11 — Relationship to Purchase Agreement.

(a) This Agreement is an ancillary agreement entered into pursuant to, and in connection with the transactions contemplated by, the Purchase Agreement. The terms and conditions of this Agreement are supplemental to and not in derogation of the terms and conditions of the Purchase Agreement.

(b) In the event of any conflict or inconsistency between the terms of this Agreement and the terms of the Purchase Agreement, the terms of the Purchase Agreement shall control and prevail, except that with respect to the specific restrictive covenants set forth in Articles II, III, and IV of this Agreement (including the definitions, exceptions, carve-outs, and remedies relating thereto), the terms of this Agreement shall control and prevail.

(c) The obligations of the Covenantors under this Agreement are independent of, and in addition to, any covenants, agreements, or obligations of the Covenantors (or any other party) set forth in the Purchase Agreement or any other ancillary agreement. No breach or termination of the Purchase Agreement or any other ancillary agreement shall relieve any Covenantor of its obligations under this Agreement, and no performance or compliance by a Covenantor under the Purchase Agreement or any other ancillary agreement shall be deemed to satisfy such Covenantor's obligations under this Agreement.

[Remainder of this page intentionally left blank; signature pages follow.]

IN WITNESS WHEREOF, each of the undersigned Parties has caused this Non-Competition and Non-Solicitation Agreement to be duly executed and delivered as of the date first written above.

AURELIUS GLOBAL MEDIA GROUP PLC

By: ________

Name: Sir Edmund Thatcher-Wylie

Title: Chief Executive Officer

Date: ________

AURELIUS MEDIA HOLDINGS INC.

By: ________

Name: James R. Thornbury

Title: President

Date: ________

RIDGELINE PUBLISHING ACQUISITION CORP.

By: ________

Name: Victor Stanhope

Title: Chief Executive Officer

Date: ________

NON-COMPETITION AND NON-SOLICITATION AGREEMENT
Dated as of July 19, 2024
among
AURELIUS GLOBAL MEDIA GROUP PLC (Parent Covenantor)
AURELIUS MEDIA HOLDINGS INC. (Seller Covenantor)
and
RIDGELINE PUBLISHING ACQUISITION CORP. (Buyer / Protected Party)
NON-COMPETITION AND NON-SOLICITATION AGREEMENT
This Non-Competition and Non-Solicitation Agreement (this "Agreement") is entered into as of July 19, 2024 (the "Effective Date"), by and among:
AURELIUS GLOBAL MEDIA GROUP PLC, a public limited company incorporated under the laws of England and Wales (Companies House No. 08431276), with its principal office at 14 Clarges Street, London W1J 8AQ, United Kingdom ("Parent Covenantor");
AURELIUS MEDIA HOLDINGS INC., a corporation organized under the laws of the State of Delaware (file no. 5987324), with its registered agent at Crowne Albany Corporation, 1209 Orange Street, Wilmington, DE 19801 ("Seller Covenantor" and, together with Parent Covenantor, the "Covenantors"); and
RIDGELINE PUBLISHING ACQUISITION CORP., a corporation organized under the laws of the State of Delaware (file no. 6501982), with its registered agent at Crowne Albany Corporation, 1209 Orange Street, Wilmington, DE 19801 (the "Buyer" or the "Protected Party").
Each of Parent Covenantor, Seller Covenantor, and Buyer is sometimes referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, Aurelius Media Holdings Inc. ("Seller"), Ridgeline Publishing Acquisition Corp. ("Buyer"), and, solely for purposes of certain provisions therein, Aurelius Global Media Group PLC and Pinnacle Ridge Capital Partners Fund IV, L.P., a Delaware limited partnership (file no. 6234577), have entered into that certain Membership Interest Purchase Agreement, dated as of July 19, 2024 (as it may be amended, supplemented, or otherwise modified from time to time, the "Purchase Agreement"), providing for the sale by Seller to Buyer of one hundred percent (100%) of the membership interests in Meridian Press Holdings LLC, a Delaware limited liability company (file no. 4521889) (the "Company" or "Meridian Press"), at an enterprise value of Four Hundred Eighty Million Dollars ($480,000,000);
WHEREAS, the Company operates a legacy publishing division comprising book publishing, periodical, and educational content businesses, including the Meridian Books, Bellweather Academic, and Foxglove Periodicals imprints, with subsidiaries Meridian Distribution Services Inc., a Delaware corporation (file no. 4736201) ("MDS"), Bellweather Academic Press Inc., a Delaware corporation (file no. 4801133) ("Bellweather"), Foxglove Media LLC, a New York limited liability company ("Foxglove"), and Meridian Press Canada ULC, an unlimited liability company organized under the laws of British Columbia ("Meridian Canada") (collectively with the Company, the "Acquired Business");
WHEREAS, Aurelius Global Media Group PLC is a diversified media, entertainment, and e-commerce group with FY2023 consolidated revenues of approximately £3.8 billion, and the Acquired Business generated approximately $1.14 billion in revenue and approximately $96 million in Adjusted EBITDA for the twelve months ended December 31, 2023;
WHEREAS, as a material inducement to Buyer to enter into the Purchase Agreement and consummate the transactions contemplated thereby, and as a condition to the closing of such transactions, each Covenantor has agreed to enter into this Agreement for the benefit of Buyer and the other Protected Parties;
WHEREAS, the Covenantors acknowledge that they have received and will receive substantial consideration in connection with the transactions contemplated by the Purchase Agreement, including the payment of the purchase price thereunder, and that such consideration constitutes adequate and independent consideration for the restrictive covenants set forth herein;
WHEREAS, the Covenantors possess confidential information, trade secrets, customer relationships, and goodwill pertaining to the Acquired Business, which, if used in competition with the Acquired Business following the closing, would cause irreparable harm to Buyer and the other Protected Parties;
WHEREAS, the Covenantors acknowledge that the restrictive covenants contained herein are reasonable in scope, duration, and geographic area and are necessary to protect Buyer's legitimate business interests in the Acquired Business, including the goodwill of the Acquired Business for which Buyer is paying substantial consideration; and
NOW, THEREFORE, in consideration of the foregoing premises, the mutual covenants and agreements set forth herein, the closing of the transactions under the Purchase Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each Party, 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:
"Acquired Business" means the business of book publishing (including trade, mass market, and specialty publishing), periodical publishing (including magazines, journals, and serial publications), educational content development and licensing, and related distribution operations, as conducted by the Company and its subsidiaries (including MDS, Bellweather, Foxglove Media LLC, and Meridian Press Canada ULC) as of the date hereof and as of the Closing Date, including, without limitation, the operation of fourteen (14) distribution centers across North America and the licensing of educational content to institutions of higher education, primary and secondary schools, and corporate training organizations.
"Affiliate" has the meaning ascribed to such term in the Purchase Agreement; for purposes of this Agreement, the term includes any entity that directly or indirectly controls, is controlled by, or is under common control with a Covenantor. For the avoidance of doubt, following the Closing Date, neither the Company nor any of its subsidiaries shall be deemed an Affiliate of any Covenantor.
"Closing Date" means the date on which the closing of the transactions contemplated by the Purchase Agreement occurs (which occurred on November 15, 2024).
"Competitive Activity" means engaging in, owning, managing, operating, controlling, being employed by, participating in, consulting with, lending one's name to, or rendering services or advice to any Person that engages in any Restricted Business anywhere within the Restricted Territory.
"Confidential Information" means all non-public, proprietary, or confidential information relating to the Acquired Business, including, without limitation, customer lists and customer data, supplier relationships and supplier terms, pricing information and pricing models, financial data (including historical and projected financial statements, budgets, and forecasts), marketing strategies and marketing plans, content pipelines and editorial schedules, author relationships and the terms of author agreements, ISBN prefix assignments, distribution logistics data (including warehouse management systems data, shipping routes, and carrier agreements), trade secrets (including proprietary editorial processes, typesetting methodologies, and digital content management systems), and any other information that would reasonably be considered confidential or proprietary in nature; provided, however, that "Confidential Information" shall not include information that (i) is or becomes publicly available other than through a breach of this Agreement or any other confidentiality obligation owed to the Protected Party, (ii) is received by a Covenantor from a third party not known by the Covenantor to be bound by a confidentiality obligation to the Protected Party with respect to such information, or (iii) is independently developed by the Covenantors or their Affiliates without reference to, reliance upon, or use of such Confidential Information.
"Person" means any individual, corporation, limited liability company, partnership (general or limited), joint venture, trust, association, unincorporated organization, governmental authority, or other entity of any kind or nature.
"Protected Party" means Buyer and its successors, assigns, Affiliates, and subsidiaries, including, following the Closing Date, the Company and each of its subsidiaries (including MDS, Bellweather, Foxglove, and Meridian Canada).
"Purchase Agreement" means that certain Membership Interest Purchase Agreement, dated as of July 19, 2024, among Aurelius Media Holdings Inc. (as Seller), Ridgeline Publishing Acquisition Corp. (as Buyer), and, solely for certain purposes set forth therein, 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 in accordance with its terms.
"Restricted Business" means the business of (a) book publishing, including trade publishing, mass market publishing, and specialty publishing, (b) periodical publishing, including magazines, journals, and serial publications, and (c) educational content development, publishing, and licensing, in each case including related print and digital distribution services in support of the foregoing activities; provided, however, that the term "Restricted Business" shall expressly exclude the Retained Activities.
"Restricted Period" means the period commencing on the Closing Date and expiring on the fifth (5th) anniversary of the Closing Date (i.e., November 15, 2029).
"Restricted Territory" means the United States of America, including all fifty (50) states, the District of Columbia, and all territories and possessions of the United States, and Canada, including all provinces and territories thereof.
"Retained Activities" means the activities and operations retained by the Covenantors and their Affiliates following the Closing, as more fully described in Section 2.4 hereof, including, without limitation, (a) digital media and streaming operations, (b) e-commerce and marketplace operations, and (c) any other business lines of Aurelius Global Media Group PLC and its Affiliates other than the Restricted Business.
"Transferred Employees" means all employees of the Company and its subsidiaries as of the Closing Date (approximately 2,400 employees) who continue employment with the Acquired Business or any Protected Party following the Closing, including the twelve (12) senior managers identified in Schedule 6.1 of the Purchase Agreement who are subject to key employee retention agreements with an aggregate retention pool of $7,200,000.
Section 1.2 — Interpretation.
(a) Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Purchase Agreement.
(b) Unless the context otherwise requires: (i) references to "Articles," "Sections," and "Schedules" are references to articles, sections, and schedules of and to this Agreement; (ii) words in the singular include the plural and vice versa; (iii) the words "hereof," "herein," "hereunder," and words of similar import refer to this Agreement as a whole and not to any particular provision of this Agreement; (iv) the word "including" (and its correlatives "include" and "includes") means "including without limitation"; (v) the word "or" is not exclusive; (vi) all references to "$" or "dollars" are to United States dollars; (vii) all references to "£" are to British pounds sterling; and (viii) the headings and captions in this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement.
(c) The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, 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 of the provisions of this Agreement.
ARTICLE II — NON-COMPETITION COVENANT
Section 2.1 — Non-Competition Restriction.
(a) Each Covenantor covenants and agrees that, during the Restricted Period (commencing on the Closing Date and expiring on the fifth (5th) anniversary thereof), neither it nor any of its controlled Affiliates shall, directly or indirectly, engage in any Competitive Activity within the Restricted Territory.
(b) Without limiting the generality of the foregoing, during the Restricted Period, neither any Covenantor nor any of its controlled Affiliates shall, directly or indirectly, within the Restricted Territory:
(i) own, manage, operate, or control any business, division, or segment that engages in the Restricted Business;
(ii) be employed by, serve as an officer or director of, or act as a consultant, advisor, or agent to any Person that engages in the Restricted Business;
(iii) participate in, lend its name to, or provide financing specifically earmarked for the establishment or operation of any Person that engages in the Restricted Business (other than as permitted under Section 2.2);
(iv) license, assign, or otherwise transfer to any third party any intellectual property, content, or proprietary materials previously used in connection with the Acquired Business for the purpose of enabling such third party to engage in the Restricted Business; or
(v) solicit, encourage, or assist any current officer, director, or employee of any Covenantor or its Affiliates to engage in the Restricted Business on behalf of any Person other than the Protected Party.
(c) The restrictions set forth in this Section 2.1 apply to each of Aurelius Global Media Group PLC and Aurelius Media Holdings Inc. and their respective controlled Affiliates. Each Covenantor shall cause each of its controlled Affiliates to comply with the restrictions set forth in this Article II, and any breach by a controlled Affiliate of a Covenantor shall be deemed a breach by such Covenantor.
Section 2.2 — Passive Investment Exception.
The restrictions set forth in Section 2.1 shall not prohibit any Covenantor or its Affiliates from owning, directly or indirectly, solely as a passive investment, securities of any Person that is publicly traded and engaged in the Restricted Business, provided that such securities represent less than five percent (5%) of the outstanding voting securities or equity interests of such Person and that neither the Covenantor nor any of its Affiliates has any active participation in the management, operations, strategic direction, or control of such Person. For the avoidance of doubt, "active participation" includes, without limitation, serving on the board of directors (or equivalent governing body) of such Person, having the right to designate any member of such governing body, or having any veto or consent rights with respect to operational or strategic decisions of such Person. Ownership of securities in compliance with this Section 2.2 shall not be deemed a Competitive Activity for any purpose under this Agreement.
Section 2.3 — Acquisition Exception.
(a) If, during the Restricted Period, any Covenantor or any of its controlled Affiliates acquires (whether by merger, consolidation, purchase of assets, purchase of equity interests, or otherwise) a business, Person, or line of business (an "Acquired Entity") that derives revenues from activities that would otherwise constitute the Restricted Business, and the revenues attributable to such Restricted Business activities constitute less than fifteen percent (15%) of the total consolidated revenues of such Acquired Entity for its most recently completed fiscal year (or, if the Acquired Entity has not completed a full fiscal year, the annualized revenues for the most recent period available), then such acquisition shall not be deemed a breach of Section 2.1, provided that:
(i) the applicable Covenantor provides Buyer with written notice of such acquisition within fifteen (15) business days following the closing thereof, which notice shall include a description of the Acquired Entity and the nature and extent of its activities constituting the Restricted Business;
(ii) the applicable Covenantor uses commercially reasonable efforts to divest, wind down, or otherwise terminate the Restricted Business portion of such Acquired Entity within twelve (12) months from the closing of such acquisition (the "Divestiture Period"); and
(iii) during the Divestiture Period, the applicable Covenantor shall not expand, grow, or otherwise materially enhance the Restricted Business portion of such Acquired Entity beyond the scope existing as of the date of such acquisition.
(b) If the applicable Covenantor fails to divest, wind down, or otherwise terminate the Restricted Business portion of the Acquired Entity within the Divestiture Period, such Covenantor shall be deemed to be in breach of Section 2.1 effective as of the expiration of the Divestiture Period with respect to such Restricted Business activities.
(c) For the avoidance of doubt, this Section 2.3 shall not apply if the revenues attributable to Restricted Business activities of the Acquired Entity equal or exceed fifteen percent (15%) of the total consolidated revenues of such Acquired Entity, in which case such acquisition shall constitute a Competitive Activity in violation of Section 2.1 unless otherwise expressly consented to in writing by Buyer.
Section 2.4 — Retained Activities Carve-Out.
(a) Nothing in this Agreement shall restrict the Covenantors or their Affiliates from continuing to operate, develop, expand, invest in, or otherwise engage in the Retained Activities. The Parties acknowledge and agree that the Retained Activities include the following:
(i) Digital Media and Streaming Operations. The continued operation, development, and expansion of digital media and streaming operations conducted by Aurelius Global Media Group PLC and its Affiliates, including the archiving, distribution, streaming, and on-demand delivery of digital content on the Aurelius streaming platform (currently branded as "Aurelius+"), including any content made available pursuant to that certain Trademark License Agreement, dated as of the Closing Date, between Buyer and Aurelius Media Holdings Inc. (the "Trademark License Agreement"), providing for a three (3)-year royalty-free license to use the "Meridian" name in connection with legacy digital content. For the avoidance of doubt, the streaming and digital distribution of content that is ancillary to or derived from digital-first media productions (such as audiobooks adapted from original podcast series, digital-native short-form content, or interactive digital media) shall constitute Retained Activities, provided that such activities do not constitute the publication or distribution of traditional books, periodicals, or educational content within the meaning of the Restricted Business.
(ii) E-Commerce and Marketplace Operations. The continued operation, development, and expansion of e-commerce and online marketplace businesses conducted by Aurelius Global Media Group PLC and its Affiliates, including third-party marketplace platforms, direct-to-consumer retail operations, fulfillment services provided to third parties, and related technology and logistics infrastructure.
(iii) Other Business Segments. Any other business segment or line of business of Aurelius Global Media Group PLC and its Affiliates that does not constitute the Restricted Business, including, without limitation, the Digital Media & Streaming segment of Aurelius Global Media Group PLC (which accounted for approximately forty-five percent (45%) of FY2023 consolidated revenue) and the E-Commerce & Marketplace segment (which accounted for approximately thirty percent (30%) of FY2023 consolidated revenue), as well as any future business lines that do not fall within the definition of Restricted Business.
(iv) Digital-First Content Creation. Digital-first content creation and distribution that does not constitute traditional book publishing, periodical publishing, or educational content publishing as defined in the Restricted Business, including, without limitation, the creation and distribution of podcasts, web-native editorial content, social media content, newsletters distributed exclusively through digital channels, video content, and interactive digital media.
(b) The Retained Activities carve-out set forth in this Section 2.4 is intended to preserve and protect Aurelius Global Media Group PLC's ongoing core business operations and investment activities without creating, directly or indirectly, a competing publishing business that would undermine the value of the Acquired Business for which Buyer is paying substantial consideration. In the event of any dispute as to whether a particular activity constitutes a Retained Activity or a Restricted Business, the determination shall be made based on the substance and primary commercial purpose of such activity, rather than its form or label.
(c) Notwithstanding the foregoing, nothing in this Section 2.4 shall be interpreted to permit any Covenantor or its Affiliates to use the Retained Activities carve-out as a means of circumventing the non-competition restrictions set forth in Section 2.1, including by establishing a business unit or subsidiary that is nominally characterized as a "digital-first" operation but that, in substance, engages in the publication, distribution, or licensing of traditional books, periodicals, or educational content materials.
ARTICLE III — NON-SOLICITATION COVENANT
Section 3.1 — Non-Solicitation of Transferred Employees.
(a) Each Covenantor covenants and agrees that, for a period of two (2) years from the Closing Date (i.e., through and including November 15, 2026) (the "Employee Non-Solicitation Period"), neither it nor any of its controlled Affiliates shall, directly or indirectly:
(i) solicit, recruit, hire, engage, or retain (whether as an employee, independent contractor, consultant, or otherwise) any Transferred Employee;
(ii) induce, encourage, or attempt to induce or encourage any Transferred Employee to leave or terminate his or her employment or engagement with the Acquired Business or any Protected Party; or
(iii) otherwise interfere with the employment relationship between any Transferred Employee and the Acquired Business or any Protected Party.
(b) The non-solicitation restriction set forth in this Section 3.1 covers all Transferred Employees, which includes approximately 2,400 employees as of the Closing Date, including the twelve (12) senior managers identified in Schedule 6.1 of the Purchase Agreement who are subject to key employee retention agreements executed in connection with the transactions contemplated by the Purchase Agreement, with an aggregate retention pool of Seven Million Two Hundred Thousand Dollars ($7,200,000). Each Covenantor acknowledges that the workforce stability of the Acquired Business is a critical component of the value being acquired by Buyer, and that any solicitation or hiring of Transferred Employees during the Employee Non-Solicitation Period would cause material harm to the Acquired Business and the Protected Party.
(c) Each Covenantor shall cause each of its controlled Affiliates to comply with the restrictions set forth in this Section 3.1, and any breach by a controlled Affiliate of a Covenantor shall be deemed a breach by such Covenantor.
Section 3.2 — Exceptions to Non-Solicitation.
The restrictions set forth in Section 3.1 shall not apply to:
(a) General Solicitations. General solicitations of employment through public advertisements (including advertisements in newspapers, trade journals, industry publications, or on the internet), job postings on the Covenantors' or their Affiliates' websites or on third-party job boards (such as Westmark Health IT, Ridgeline Health IT, or Penmark Technologies), search firm or recruiting agency engagements, career fairs, campus recruitment events, or similar general recruitment activities that are not specifically targeted at or directed toward Transferred Employees; provided that the mere fact that a Transferred Employee responds to such general solicitation shall not, by itself, constitute a violation of Section 3.1;
(b) Unsolicited Inquiries. Responding to unsolicited inquiries or applications from Transferred Employees who independently and without any direct or indirect encouragement, inducement, or solicitation from any Covenantor or its Affiliates seek employment with the Covenantors or their Affiliates; provided that the Covenantor or its Affiliate did not directly or indirectly encourage, induce, or solicit such inquiry or application, and provided further that prior to hiring any such Transferred Employee, the applicable Covenantor shall notify Buyer in writing of such individual's identity and intended role;
(c) Previously Terminated Employees. Hiring any individual who was a Transferred Employee but whose employment with the Acquired Business or any Protected Party has been terminated by the Protected Party (other than a termination for cause, as such term is defined in the applicable employment agreement or, absent such definition, as reasonably determined by the Protected Party) at least six (6) months prior to the date on which the Covenantor or its Affiliate first engages in discussions with such individual regarding potential employment or engagement; and
(d) Transition Services Personnel. Any employee or individual who, following the Closing Date, is transferred or seconded to a Covenantor or its Affiliate pursuant to, and in accordance with the terms of, that certain Transition Services Agreement, dated as of the Closing Date, between Aurelius Media Holdings Inc. and Ridgeline Publishing Acquisition Corp. (the "Transition Services Agreement"), solely for the duration and purposes set forth in such Transition Services Agreement.
Section 3.3 — Non-Solicitation of Customers and Suppliers.
(a) Each Covenantor covenants and agrees that, during the Restricted Period (commencing on the Closing Date and expiring on the fifth (5th) anniversary thereof), neither it nor any of its controlled Affiliates shall, directly or indirectly:
(i) solicit, encourage, or induce any customer, author, content licensor, distributor, or material supplier of the Acquired Business to terminate, cancel, not renew, or materially reduce its business relationship with the Acquired Business or any Protected Party;
(ii) divert or attempt to divert any such business relationship to any Person engaged in the Restricted Business; or
(iii) otherwise interfere with the business relationships between the Acquired Business (or any Protected Party) and its customers, authors, content licensors, distributors, or material suppliers for the purpose of benefiting any Person engaged in the Restricted Business.
(b) For the avoidance of doubt, the restrictions set forth in this Section 3.3 shall not prohibit any Covenantor or its Affiliates from (i) engaging in business transactions with customers, authors, content licensors, distributors, or suppliers of the Acquired Business in connection with the Retained Activities to the extent such transactions do not involve the Restricted Business and do not constitute an interference with the business relationships of the Acquired Business, or (ii) fulfilling its obligations under the Transition Services Agreement, the Trademark License Agreement, or any other ancillary agreement entered into in connection with the transactions contemplated by the Purchase Agreement.
(c) Each Covenantor shall cause each of its controlled Affiliates to comply with the restrictions set forth in this Section 3.3, and any breach by a controlled Affiliate of a Covenantor shall be deemed a breach by such Covenantor.
ARTICLE IV — CONFIDENTIALITY
Section 4.1 — Confidentiality Obligations.
(a) Each Covenantor acknowledges that, as a result of its ownership and operation of the Company and the Acquired Business prior to the Closing, it possesses Confidential Information relating to the Acquired Business. Each Covenantor recognizes the competitive value and sensitive nature of such Confidential Information and the potential harm that could result to the Acquired Business and the Protected Party from the unauthorized disclosure, use, or dissemination of such Confidential Information.
(b) Each Covenantor agrees that, from and after the Closing Date and continuing indefinitely (or, to the extent a shorter period is required by applicable law, for the maximum period permitted by applicable law), it shall not, and shall cause its controlled Affiliates, officers, directors, employees, agents, and representatives not to, directly or indirectly, disclose, use, publish, disseminate, or otherwise make available any Confidential Information to any Person for any purpose whatsoever, except:
(i) as required by applicable law, statute, regulation, ordinance, rule of any governmental authority, or legal process (including any subpoena, civil investigative demand, or order of any court or tribunal of competent jurisdiction), provided that, to the extent permitted by applicable law, the Covenantor shall provide Buyer with prompt prior written notice of such requirement so that Buyer may seek a protective order or other appropriate remedy, and the Covenantor shall cooperate with Buyer in connection therewith and shall disclose only such Confidential Information as is legally required to be disclosed;
(ii) in connection with the enforcement of rights or the performance of obligations under the Purchase Agreement or any ancillary agreement entered into in connection therewith (including, without limitation, the Transition Services Agreement, the Trademark License Agreement, the Section 338(h)(10) Election Agreement, and the Escrow Agreement with Granite Trust Company, N.A. as escrow agent), and then only to the extent reasonably necessary for such purpose;
(iii) as expressly permitted in connection with the conduct of the Retained Activities under Section 2.4, provided that such use is limited to Confidential Information that is inextricably intertwined with the operation of the Retained Activities and cannot practicably be segregated from information relating to the Retained Activities; or
(iv) to the Covenantor's legal counsel, auditors, tax advisors, or other professional advisors who have a need to know such Confidential Information in connection with the provision of professional services to the Covenantor, provided that such advisors are bound by confidentiality obligations no less restrictive than those set forth herein.
(c) Each Covenantor shall implement and maintain reasonable administrative, technical, and physical safeguards to protect the confidentiality of the Confidential Information in its possession, custody, or control, which safeguards shall be no less protective than those the Covenantor uses to protect its own confidential information of a similar nature.
Section 4.2 — Return of Information.
(a) Upon Buyer's written request, and in any event no later than sixty (60) days after the expiration or termination of the Transition Services Agreement, each Covenantor shall, and shall cause each of its controlled Affiliates to, promptly return to Buyer or, at Buyer's election, destroy all Confidential Information in its or their possession, custody, or control, including all copies, summaries, abstracts, excerpts, and compilations thereof and all documents, files, records, disks, tapes, and other media containing or reflecting any Confidential Information.
(b) Notwithstanding the foregoing, a Covenantor may retain copies of Confidential Information to the extent (i) required to be retained by applicable law, regulation, or professional standards (including document retention requirements applicable to publicly traded companies), (ii) contained in routine electronic backup media created in the ordinary course of business pursuant to automated information technology systems (such as disaster recovery backups), provided that such backup media is not accessed for any purpose other than disaster recovery or legal compliance, or (iii) required to be retained pursuant to internal compliance, legal hold, or archival policies of general applicability, provided that in each case such retained Confidential Information shall remain subject to the confidentiality obligations set forth in Section 4.1 for so long as it is retained.
(c) Upon completion of the return or destruction of Confidential Information as contemplated by this Section 4.2, each Covenantor shall deliver to Buyer a written certification, executed by an authorized officer of such Covenantor, confirming that the Covenantor has complied with its obligations under this Section 4.2 and identifying any Confidential Information retained pursuant to subsection (b) above and the basis for such retention.
ARTICLE V — REMEDIES
Section 5.1 — Injunctive Relief.
(a) The Parties acknowledge and agree that a breach or threatened breach of any provision of Article II (Non-Competition), Article III (Non-Solicitation), or Article IV (Confidentiality) would cause the Protected Party irreparable harm for which monetary damages alone would be inadequate and difficult, if not impossible, to calculate. Accordingly, the Parties agree that, in the event of any such breach or threatened breach, the Protected Party shall be entitled to seek and obtain temporary, preliminary, and permanent injunctive relief, specific performance, and any other equitable remedies from any court of competent jurisdiction to prevent or restrain any such breach or threatened breach, to enforce the specific performance of the terms and provisions of this Agreement, and to preserve the status quo pending a final determination of the merits of any such action.
(b) Such equitable relief shall be available to the Protected Party without the necessity of (i) posting a bond, letter of credit, or other security (or, if a court requires such security, it shall be in a nominal amount), (ii) proving actual damages or the inadequacy of legal remedies, or (iii) satisfying any other requirement for the granting of equitable relief that might otherwise be applicable under applicable law. Each Covenantor hereby waives and agrees not to assert any defense based on the adequacy of a remedy at law, the absence of irreparable harm, or any requirement for the posting of a bond or other security in connection with any application by the Protected Party for injunctive relief or specific performance under this Agreement.
(c) Nothing in this Section 5.1 shall be construed to limit the Protected Party's right to seek and obtain monetary damages in addition to equitable relief.
Section 5.2 — Extension of Restricted Period.
If any court of competent jurisdiction determines that any Covenantor has violated any of the restrictive covenants contained in Article II or Article III, the applicable Restricted Period or Employee Non-Solicitation Period, as the case may be, shall be automatically extended by a period of time equal to the duration of such violation, commencing from the date on which such violation is finally determined by a court of competent jurisdiction or acknowledged by the violating Covenantor, whichever is earlier, so that the Protected Party shall receive the full and complete benefit of the agreed-upon restricted periods set forth herein. Such extension shall apply in addition to any other remedy available to the Protected Party hereunder.
Section 5.3 — Cumulative Remedies.
The remedies provided to the Protected Party in this Article V are cumulative and shall be in addition to, and not in limitation of or in substitution for, any other remedies available to the Protected Party under the Purchase Agreement (including, without limitation, the indemnification provisions set forth in Article VIII thereof, subject to the applicable indemnification cap of Seventy-Two Million Dollars ($72,000,000) for general indemnification claims and Four Hundred Eighty Million Dollars ($480,000,000) for claims arising from fraud, willful misconduct, and breaches of fundamental representations), at law, in equity, or under any other agreement or instrument. No single or partial exercise of any right, power, or remedy by the Protected Party shall preclude any other or further exercise thereof or the exercise of any other right, power, or remedy.
ARTICLE VI — REPRESENTATIONS AND ACKNOWLEDGMENTS
Section 6.1 — Reasonableness of Restrictions.
Each Covenantor represents, warrants, and acknowledges that:
(a) The covenants, restrictions, and limitations contained in this Agreement (including the non-competition covenants in Article II, the non-solicitation covenants in Article III, and the confidentiality obligations in Article IV) are reasonable and necessary to protect the Protected Party's legitimate business interests in the Acquired Business, including, without limitation, the goodwill of the Acquired Business and each of its imprints (Meridian Books, Bellweather Academic, and Foxglove Periodicals), customer relationships cultivated over decades of operation, trade secrets and proprietary know-how, Confidential Information, author relationships, distribution networks, and the stability and continuity of the Acquired Business's workforce;
(b) The Restricted Period (five (5) years from the Closing Date for non-competition and customer/supplier non-solicitation; two (2) years from the Closing Date for employee non-solicitation), the Restricted Territory (the United States and Canada), and the scope of the Restricted Business are each reasonable in light of (i) the nature and geographic scope of the Acquired Business, which operates fourteen (14) distribution centers across North America, maintains subsidiaries in Delaware, New York, and British Columbia, and serves customers throughout the United States and Canada, (ii) the substantial purchase price being paid by Buyer, (iii) the Covenantors' extensive knowledge of and access to the Acquired Business's Confidential Information and trade secrets, and (iv) the nature and extent of the goodwill associated with the Acquired Business;
(c) The Covenantors have received substantial, adequate, and independent consideration for the covenants, restrictions, and limitations contained herein, including, without limitation, the purchase price paid under the Purchase Agreement at an enterprise value of Four Hundred Eighty Million Dollars ($480,000,000), and such consideration is not contingent upon the enforceability or enforcement of the covenants herein;
(d) The enforcement of the covenants, restrictions, and limitations contained in this Agreement will not impose undue hardship on the Covenantors or unreasonably impair their ability to earn a livelihood or conduct their businesses, particularly in light of (i) the Retained Activities carve-out set forth in Section 2.4, which preserves the Covenantors' ability to continue operating their digital media and streaming operations, e-commerce and marketplace operations, and all other business segments other than the Restricted Business, and (ii) the significant size and diversification of Aurelius Global Media Group PLC's global business operations; and
(e) Each Covenantor has had the opportunity to consult with independent legal counsel regarding the terms of this Agreement and understands the restrictions and obligations imposed hereby.
Section 6.2 — Authority.
Each Covenantor represents and warrants to Buyer that:
(a) It has full corporate (or other organizational) power and authority to execute, deliver, and perform its obligations under this Agreement;
(b) The execution, delivery, and performance of this Agreement have been duly authorized by all necessary corporate or organizational action on the part of such Covenantor, including, with respect to Aurelius Global Media Group PLC, the board resolutions of the board of directors of Aurelius Global Media Group PLC adopted on July 17, 2024, and, with respect to Aurelius Media Holdings Inc., the board resolutions of the board of directors of Aurelius Media Holdings Inc. adopted on July 17, 2024;
(c) This Agreement has been duly executed and delivered by such Covenantor and constitutes a legal, valid, and binding obligation of such Covenantor, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar laws affecting creditors' rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity); and
(d) The execution, delivery, and performance of this Agreement by such Covenantor do not and will not (i) violate or conflict with the certificate of incorporation, bylaws, articles of association, memorandum of association, or other organizational documents of such Covenantor, (ii) violate, conflict with, or result in a breach of any material agreement, instrument, or obligation to which such Covenantor is a party or by which it is bound, or (iii) violate any applicable law, statute, regulation, rule, order, judgment, or decree of any governmental authority applicable to such Covenantor.
ARTICLE VII — GENERAL PROVISIONS
Section 7.1 — Governing Law.
This Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. Each Party agrees that all issues concerning the construction, validity, enforcement, and interpretation of this Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware.
Section 7.2 — Jurisdiction and Venue.
(a) Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (and, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over any particular matter, the United States District Court for the District of Delaware or, if such federal court declines to accept jurisdiction, any state court of the State of Delaware sitting in New Castle County) for any action, suit, or proceeding arising out of or relating to this Agreement, including any action for injunctive relief or specific performance under Article V, and each Party irrevocably and unconditionally agrees that all claims in respect of any such action, suit, or proceeding shall be heard and determined in such courts.
(b) Each Party irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, (i) any objection that it may now or hereafter have to the laying of venue of any action, suit, or proceeding arising out of or relating to this Agreement in any court referred to in Section 7.2(a), and (ii) the defense of an inconvenient forum to the maintenance of any such action, suit, or proceeding in any such court.
(c) Each Party agrees that a final judgment in any such action, suit, or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law. Nothing in this Section 7.2 shall limit the right of the Protected Party to bring proceedings against any Covenantor in the courts of any other jurisdiction for the purpose of enforcing any injunction, order, or judgment obtained from any court referred to in Section 7.2(a).
Section 7.3 — Severability; Blue Pencil.
(a) The provisions of this Agreement shall be deemed severable. If any provision of this Agreement (or any portion thereof) is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect under any applicable law, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision (or portion thereof) had never been contained herein, provided that the remaining provisions of this Agreement shall continue in full force and effect to the maximum extent permitted by applicable law.
(b) If any court of competent jurisdiction determines that the Restricted Period, the Employee Non-Solicitation Period, the Restricted Territory, the scope of the Restricted Business, or any other restriction or limitation contained in Article II, Article III, or Article IV of this Agreement is unreasonable or unenforceable in any respect, the court is hereby authorized and requested by the Parties to reform such provision (including by reducing the duration, geographic scope, or scope of restricted activities, as applicable) to the minimum extent necessary to render it valid, legal, and enforceable while preserving, to the greatest extent possible, the original intent and economic effect of such provision. The Parties expressly agree that the court shall have the authority and power to "blue pencil" any overbroad provision and to enforce the remainder of such provision as so reformed.
(c) The Covenantors agree that, in the event that any provision of this Agreement is reformed by a court as contemplated by this Section 7.3, the Covenantors shall not challenge the enforceability of such reformed provision and shall be bound thereby.
Section 7.4 — Assignment.
(a) This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.
(b) No Covenantor may assign, transfer, delegate, or otherwise dispose of any of its rights or obligations under this Agreement, in whole or in part, without the prior written consent of Buyer, and any purported assignment, transfer, delegation, or disposition in violation of this Section 7.4(b) shall be null and void and of no force or effect.
(c) Buyer may assign its rights under this Agreement, in whole or in part, without the consent of the Covenantors, to (i) any Affiliate of Buyer, (ii) any Person that acquires all or substantially all of the assets or equity interests of the Acquired Business (whether by merger, consolidation, purchase of assets, purchase of equity interests, or otherwise), or (iii) any lender, agent, or collateral agent to the extent required in connection with the financing of the transactions contemplated by the Purchase Agreement or any subsequent financing or refinancing. No assignment by Buyer shall relieve Buyer of its obligations under this Agreement unless the assignee expressly assumes such obligations in writing.
Section 7.5 — Entire Agreement.
This Agreement, together with the Purchase Agreement and the other ancillary agreements executed in connection with the transactions contemplated thereby (including, without limitation, the Transition Services Agreement, the Escrow Agreement with Granite Trust Company, N.A. as escrow agent, the Trademark License Agreement, and the Section 338(h)(10) Election Agreement), constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, discussions, representations, and warranties, whether written or oral, among the Parties with respect to such subject matter. There are no representations, warranties, covenants, promises, agreements, or undertakings among the Parties with respect to the subject matter hereof other than as expressly set forth herein and in the Purchase Agreement and such other ancillary agreements.
Section 7.6 — Amendment and Waiver.
(a) No amendment, modification, supplement, or restatement of this Agreement shall be effective unless made in a writing that expressly refers to this Agreement and is duly executed by each Party hereto.
(b) No waiver of any breach or default of any provision of this Agreement shall constitute a waiver of any prior, concurrent, or subsequent breach or default of the same or any other provision hereof. No waiver of any right, power, or remedy under this Agreement shall be effective unless made in a writing signed by the Party granting such waiver. No failure or delay by any Party in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy.
Section 7.7 — Notices.
All notices, requests, demands, consents, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given (a) upon delivery, if delivered by hand, (b) one (1) business day after being sent by a nationally recognized overnight courier service (with tracking and signature confirmation), (c) upon delivery, if sent by email (with read receipt or other written confirmation of receipt from the recipient), or (d) three (3) business days after being deposited in the United States mail, first class, postage prepaid, registered or certified, return receipt requested, in each case addressed as follows (or at such other address as a Party may designate by notice to the other Parties in accordance with this Section 7.7):
If to Parent Covenantor:
Aurelius Global Media Group PLC 14 Clarges Street London W1J 8AQ United Kingdom
Attention: Claudia Restrepo, General Counsel
Email: c.restrepo@aureliusglobal.co.uk
with a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP 425 Park Avenue New York, NY 10022
Attention: Beatrice Holloway
Email: bholloway@calderwoodharkness.com
If to Seller Covenantor:
Aurelius Media Holdings Inc. c/o Crowne Albany Corporation 1209 Orange Street Wilmington, DE 19801
Attention: General Counsel
Email: gc@aureliusmedia.com
with a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP 425 Park Avenue New York, NY 10022
Attention: Beatrice Holloway
Email: bholloway@calderwoodharkness.com
If to Buyer:
Ridgeline Publishing Acquisition Corp. c/o Pinnacle Ridge Capital Management LLC 600 Lexington Avenue, 38th Floor New York, NY 10022
Attention: Victor Stanhope and Rachel Osei-Mensah
Email: vstanhope@pinnacleridge.com; rosei-mensah@pinnacleridge.com
with a copy (which shall not constitute notice) to:
Hathaway, Locke & Barnett LLP 51 West 52nd Street New York, NY 10019
Attention: Graham Ashworth
Email: gashworth@hlblaw.com
Section 7.8 — No Third-Party Beneficiaries.
Except as expressly provided herein (including the definition of "Protected Party," which extends the protections of this Agreement to Buyer's Affiliates, subsidiaries, successors, and assigns, including the Company and its subsidiaries following the Closing), this Agreement is not intended to, and shall not, confer any rights or remedies upon any Person other than the Parties hereto and their respective successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to create any third-party beneficiary rights in any Person.
Section 7.9 — Counterparts; Electronic Signatures.
This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and all of which counterparts, taken together, shall constitute one and the same instrument. The exchange of executed counterparts of this Agreement (or of signature pages thereto) by facsimile, portable document format (PDF), DocuSign, or other electronic means of transmission shall constitute effective execution and delivery of this Agreement for all purposes. Signatures delivered by facsimile, PDF, or other electronic means shall be deemed original signatures and shall be fully binding upon the Parties.
Section 7.10 — Waiver of Jury Trial.
EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF ANY PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE, OR ENFORCEMENT HEREOF. EACH PARTY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7.10.
Section 7.11 — Relationship to Purchase Agreement.
(a) This Agreement is an ancillary agreement entered into pursuant to, and in connection with the transactions contemplated by, the Purchase Agreement. The terms and conditions of this Agreement are supplemental to and not in derogation of the terms and conditions of the Purchase Agreement.
(b) In the event of any conflict or inconsistency between the terms of this Agreement and the terms of the Purchase Agreement, the terms of the Purchase Agreement shall control and prevail, except that with respect to the specific restrictive covenants set forth in Articles II, III, and IV of this Agreement (including the definitions, exceptions, carve-outs, and remedies relating thereto), the terms of this Agreement shall control and prevail.
(c) The obligations of the Covenantors under this Agreement are independent of, and in addition to, any covenants, agreements, or obligations of the Covenantors (or any other party) set forth in the Purchase Agreement or any other ancillary agreement. No breach or termination of the Purchase Agreement or any other ancillary agreement shall relieve any Covenantor of its obligations under this Agreement, and no performance or compliance by a Covenantor under the Purchase Agreement or any other ancillary agreement shall be deemed to satisfy such Covenantor's obligations under this Agreement.
[Remainder of this page intentionally left blank; signature pages follow.]
IN WITNESS WHEREOF, each of the undersigned Parties has caused this Non-Competition and Non-Solicitation Agreement to be duly executed and delivered as of the date first written above.
AURELIUS GLOBAL MEDIA GROUP PLC
By: ________
Name: Sir Edmund Thatcher-Wylie
Title: Chief Executive Officer
Date: ________
AURELIUS MEDIA HOLDINGS INC.
By: ________
Name: James R. Thornbury
Title: President
Date: ________
RIDGELINE PUBLISHING ACQUISITION CORP.
By: ________
Name: Victor Stanhope
Title: Chief Executive Officer
Date: ________

NON-COMPETITION AND NON-SOLICITATION AGREEMENT

NON-COMPETITION AND NON-SOLICITATION AGREEMENT

RECITALS

AURELIUS GLOBAL MEDIA GROUP PLC

AURELIUS MEDIA HOLDINGS INC.

RIDGELINE PUBLISHING ACQUISITION CORP.

Record

Parties

Dates

Amounts