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TRADEMARK LICENSE AGREEMENT

by and between

RIDGELINE PUBLISHING ACQUISITION CORP.

as Licensor

and

AURELIUS MEDIA HOLDINGS INC.

as Licensee

Dated as of November 15, 2024

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TRADEMARK LICENSE AGREEMENT

This TRADEMARK LICENSE AGREEMENT (this "Agreement") is entered into as of November 15, 2024 (the "Effective Date"), by and between:

RIDGELINE PUBLISHING ACQUISITION CORP., a Delaware corporation (file no. 6501982), with its registered agent at Crowne Albany Corporation, 1209 Orange Street, Wilmington, Delaware 19801 ("Licensor");

and

AURELIUS MEDIA HOLDINGS INC., a Delaware corporation (file no. 5987324), with its registered agent at Crowne Albany Corporation, 1209 Orange Street, Wilmington, Delaware 19801 ("Licensee").

Licensor and Licensee are each referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, this Agreement is entered into in connection with that certain Membership Interest Purchase Agreement, dated as of July 19, 2024 (the "MIPA"), among Aurelius Media Holdings Inc. (as Seller), Ridgeline Publishing Acquisition Corp. (as Buyer), and, solely for purposes of certain provisions thereof, Aurelius Global Media Group PLC and Pinnacle Ridge Capital Partners Fund IV, L.P., pursuant to which Licensor acquired one hundred percent (100%) of the membership interests in Meridian Press Holdings LLC, a Delaware limited liability company (file no. 4521889) ("MPH");

WHEREAS, pursuant to the MIPA, Licensee sold and Licensor purchased one hundred percent (100%) of the membership interests in MPH at an enterprise value of Four Hundred Eighty Million Dollars ($480,000,000), and the closing of such transaction occurred on November 15, 2024 (the "Closing Date");

WHEREAS, as a result of such acquisition, Licensor (through its ownership of MPH) is the successor owner of certain trademarks, service marks, trade names, and associated logos, including the marks "Meridian Press," "Bellweather Academic," and "Foxglove" and associated logos, as well as United States and Canadian trademark registrations associated therewith (collectively, the "Marks");

WHEREAS, prior to the closing of the MIPA, Licensee and its affiliates, including Aurelius Global Media Group PLC, a public limited company organized under the laws of England and Wales (Companies House No. 08431276), utilized the "Meridian" name in connection with certain digital content archived on Aurelius's streaming platform;

WHEREAS, Licensee desires to continue to use the "Meridian" name and certain associated marks solely in connection with such legacy digital content, and Licensor is willing to grant a limited license for such purpose, subject to the terms and conditions set forth herein; and

WHEREAS, the MIPA contemplates the execution and delivery of this Agreement as a condition to the closing of the transactions described therein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, the mutual benefits to be derived therefrom, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE I — DEFINITIONS

Section 1.1 — Definitions.

As used in this Agreement, the following terms shall have the meanings set forth below:

"Affiliate" means, with respect to any Person, any other Person that, directly or indirectly, controls, is controlled by, or is under common control with such Person. For purposes of this definition, "control" (including, with correlative meanings, the terms "controlled by" and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise. For the avoidance of doubt, Aurelius Global Media Group PLC, a public limited company organized under the laws of England and Wales (Companies House No. 08431276), having its registered office at 14 Clarges Street, London W1J 8AQ, United Kingdom, and its subsidiaries shall be deemed Affiliates of Licensee for purposes of this Agreement.

"Agreement" means this Trademark License Agreement, including all exhibits and schedules attached hereto, as the same may be amended, modified, or supplemented from time to time in accordance with the terms hereof.

"Closing Date" means November 15, 2024, being the date on which the closing of the transactions contemplated by the MIPA occurred.

"Effective Date" has the meaning set forth in the preamble to this Agreement.

"Licensed Field" means solely the display, distribution, and archival of legacy digital content (including, without limitation, e-books, audiobooks, and digital periodical archives) on Licensee's or its Affiliates' streaming platform(s), which content was published or produced by or on behalf of MPH or its subsidiaries prior to the Closing Date. For the avoidance of doubt, the Licensed Field does not include the creation, publication, production, marketing, or distribution of any new content, nor any use in connection with physical media, print publications, or any goods or services other than the display, distribution, and archival of such legacy digital content on Licensee's or its Affiliates' streaming platform(s).

"Licensed Marks" means the "Meridian" name and any associated logos specifically identified on Exhibit A hereto. For the avoidance of doubt, the Licensed Marks are limited to the "Meridian" name (standing alone) and the stylized "Meridian" logo as identified on Exhibit A and do not include the full "Meridian Press" composite mark (as used in book publishing), the "Bellweather Academic" mark, the "Foxglove" mark, or any associated logos not specifically identified on Exhibit A, except to the extent expressly set forth on Exhibit A.

"Licensed Territory" means worldwide, on a non-exclusive basis.

"Licensor" has the meaning set forth in the preamble to this Agreement.

"Licensee" has the meaning set forth in the preamble to this Agreement.

"MIPA" means the 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 purposes of certain provisions thereof, Aurelius Global Media Group PLC and Pinnacle Ridge Capital Partners Fund IV, L.P., as the same may be amended, modified, or supplemented from time to time.

"MPH" means Meridian Press Holdings LLC, a Delaware limited liability company (file no. 4521889).

"Person" means an individual, corporation, partnership, limited liability company, association, trust, unincorporated organization, governmental authority, or any other entity or body.

"Quality Standards" has the meaning set forth in Section 4.1.

"Term" has the meaning set forth in Section 3.1.

Section 1.2 — Interpretation.

Unless the context of this Agreement otherwise requires: (a) words of any gender include each other gender; (b) words using the singular or plural number also include the plural or singular number, respectively; (c) the terms "hereof," "herein," "hereby," "hereto," and derivative or similar words refer to this entire Agreement; (d) the terms "Article," "Section," "Exhibit," and "Schedule" refer to the specified Article, Section, Exhibit, or Schedule of or to this Agreement, unless otherwise specified; (e) the word "including" means "including, without limitation"; (f) the word "or" is disjunctive but not necessarily exclusive; (g) references to any agreement or contract are to that agreement or contract as amended, modified, supplemented, or restated from time to time in accordance with the terms thereof; (h) references to any Person include the successors and permitted assigns of that Person; (i) references to any law include all statutory and regulatory provisions consolidating, amending, replacing, or interpreting such law and any reference to any law shall, unless otherwise specified, refer to such law as amended, modified, or supplemented from time to time; and (j) references to "days" mean calendar days unless otherwise specified. All references herein to the MIPA and all capitalized terms used but not otherwise defined in this Agreement shall have the meanings assigned to such terms in the MIPA.

ARTICLE II — GRANT OF LICENSE

Section 2.1 — License Grant.

Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a non-exclusive, non-transferable (except as expressly provided in Section 2.4), royalty-free, limited license to use the Licensed Marks solely within the Licensed Field and the Licensed Territory during the Term. The license granted hereunder is limited to the use of the "Meridian" name and associated logos identified on Exhibit A in connection with legacy digital content (including e-books, audiobooks, and digital periodical archives) archived on Licensee's or its Affiliates' streaming platform(s), which content was published or produced by or on behalf of MPH or its subsidiaries (including, without limitation, Meridian Distribution Services Inc., Bellweather Academic Press Inc., Foxglove Media LLC, and Meridian Press Canada ULC) prior to the Closing Date. Licensee acknowledges and agrees that the scope of this license is narrow and limited in purpose, and that Licensee shall not use the Licensed Marks for any new content created, commissioned, published, or produced after the Closing Date, or for any purpose outside the Licensed Field.

Section 2.2 — Reservation of Rights.

Licensor hereby expressly reserves all rights in and to the Licensed Marks not expressly granted to Licensee under this Agreement. Nothing in this Agreement shall be construed to grant Licensee any ownership interest in the Licensed Marks, any right to modify the Licensed Marks except as may be expressly permitted by Licensor in writing, or any rights in any trademarks, service marks, trade names, or logos of Licensor other than the Licensed Marks. Licensor retains the unrestricted right to use, license, sublicense, and otherwise exploit the Licensed Marks and all other Marks in any manner, at any time, and in any medium, in Licensor's sole and absolute discretion, including, without limitation, through MPH and its subsidiaries (including Meridian Press, Bellweather Academic Press, Foxglove Media, Meridian Distribution Services, and Meridian Press Canada). The license granted hereunder shall not limit or restrict in any way the rights of Licensor or any of its Affiliates to use or exploit the Licensed Marks or any other Marks.

Section 2.3 — No Sublicensing.

Licensee shall not sublicense, assign, delegate, or otherwise transfer any of the rights granted hereunder to any third party without the prior written consent of Licensor, which consent may be withheld, conditioned, or delayed in Licensor's sole and absolute discretion. Any purported sublicense, assignment, delegation, or transfer in violation of this Section 2.3 shall be null and void and of no force or effect.

Notwithstanding the foregoing, Licensee may permit its Affiliates (including, without limitation, Aurelius Global Media Group PLC and its subsidiaries) to exercise the rights granted hereunder solely within the Licensed Field and the Licensed Territory and in compliance with all the terms and conditions of this Agreement; provided, however, that (a) Licensee shall remain fully responsible for the compliance of each such Affiliate with the terms of this Agreement as if such Affiliate's actions were the actions of Licensee, (b) any breach of this Agreement by any such Affiliate shall be deemed a breach by Licensee, and (c) Licensee shall cause each such Affiliate to agree in writing to be bound by the terms hereof applicable to Licensee's use of the Licensed Marks prior to any such Affiliate's exercise of any rights hereunder. Licensor shall have no obligation to enforce this Agreement directly against any Affiliate of Licensee; Licensor's sole recourse with respect to any Affiliate's non-compliance shall be against Licensee.

Section 2.4 — No Assignment.

Licensee shall not assign this Agreement or any of the rights or obligations hereunder without the prior written consent of Licensor, which consent may be withheld, conditioned, or delayed in Licensor's sole and absolute discretion. Any purported assignment in violation of this Section 2.4 shall be null and void and of no force or effect. Notwithstanding the foregoing, Licensee may assign this Agreement, without the prior written consent of Licensor, in connection with a sale, merger, consolidation, or other transaction involving the transfer of all or substantially all of the assets or equity interests of Licensee to a successor entity; provided, however, that (i) such successor entity is not a direct competitor of Licensor, MPH, or any of their respective Affiliates in the book publishing, academic publishing, or media distribution industries, (ii) such successor entity agrees in writing, in form and substance reasonably satisfactory to Licensor, to be bound by all of the terms and conditions of this Agreement, and (iii) Licensee provides Licensor with written notice of such assignment not less than fifteen (15) days prior to the consummation thereof. Any assignment permitted under this Section 2.4 shall not relieve Licensee of its obligations hereunder arising prior to the effective date of such assignment.

ARTICLE III — TERM

Section 3.1 — Term.

The license granted hereunder shall commence on the Effective Date and shall expire on the third (3rd) anniversary of the Effective Date — that is, November 15, 2027 — unless earlier terminated in accordance with Article VII (such period, as it may be shortened by early termination, the "Term"). The Term is not subject to automatic renewal or extension. The Term may be extended only by the mutual written agreement of the Parties, executed by duly authorized representatives of each Party, and no course of dealing or continued use of the Licensed Marks by Licensee after the expiration of the Term (other than during the wind-down period described in Section 3.2) shall be construed as an extension or renewal of this Agreement.

Section 3.2 — Wind-Down Period.

Upon expiration of the Term or earlier termination of this Agreement pursuant to Article VII, Licensee shall have a period of ninety (90) calendar days following the effective date of such expiration or termination (the "Wind-Down Period") to cease all use of the Licensed Marks and to remove, disable, or otherwise obscure all displays of the Licensed Marks on its streaming platform(s) and any related marketing materials, metadata, promotional content, and user-facing interfaces. During the Wind-Down Period, all of the terms and conditions of this Agreement, including, without limitation, the quality control provisions of Article IV and the ownership provisions of Article V, shall continue to apply to Licensee's use of the Licensed Marks. Licensee shall use commercially reasonable efforts to complete the removal and cessation of all use of the Licensed Marks as promptly as practicable during the Wind-Down Period and shall not use the Wind-Down Period to expand or intensify its use of the Licensed Marks beyond the scope and manner of use existing immediately prior to the expiration or termination of this Agreement.

ARTICLE IV — QUALITY CONTROL

Section 4.1 — Quality Standards.

All uses of the Licensed Marks by Licensee and its Affiliates shall be of a quality at least equal to the quality of the goods and services offered by Licensee under or in connection with the Licensed Marks as of the Closing Date (the "Quality Standards"). The Parties acknowledge that the maintenance of high quality standards in connection with the Licensed Marks is essential to preserve the goodwill associated therewith. Licensee shall use the Licensed Marks only in a manner consistent with the goodwill associated therewith and shall not use the Licensed Marks in any manner that could reasonably be expected to tarnish, dilute, or bring into disrepute the Licensed Marks or the reputation of Licensor, MPH, or any of their respective Affiliates. Without limiting the generality of the foregoing, Licensee shall not use the Licensed Marks in connection with any content, product, service, or communication that is unlawful, defamatory, obscene, or otherwise objectionable, or that infringes or misappropriates the rights of any third party.

Section 4.2 — Compliance with Trademark Usage Guidelines.

Licensee shall comply with any reasonable written trademark usage guidelines provided by Licensor from time to time (the "Usage Guidelines"), including guidelines pertaining to the appearance, size, color, font, placement, and manner of display of the Licensed Marks; provided, however, that such Usage Guidelines shall be consistent with Licensee's use of the Licensed Marks as of the Closing Date and shall not impose requirements that are commercially unreasonable in light of the Licensed Field and the purposes of this Agreement. Licensor shall provide initial Usage Guidelines to Licensee within sixty (60) calendar days of the Effective Date. Any subsequent amendments or supplements to the Usage Guidelines shall be delivered to Licensee in writing, and Licensee shall have a reasonable period of time, not less than thirty (30) calendar days from receipt thereof, to implement such amendments or supplements. In the event of any conflict between the Usage Guidelines and the express terms of this Agreement, the terms of this Agreement shall control.

Section 4.3 — Inspection Rights.

Licensor shall have the right, upon reasonable prior written notice to Licensee of not less than fifteen (15) business days, and during normal business hours, to inspect and review Licensee's use of the Licensed Marks to ensure compliance with the Quality Standards and the Usage Guidelines set forth herein. Such inspections may be conducted at Licensee's offices or remotely through review of Licensee's streaming platform(s), as reasonably determined by Licensor. Licensee shall cooperate in good faith with any such inspection and shall promptly provide Licensor with access to any materials, systems, or information reasonably necessary to conduct such inspection. Licensor shall exercise its inspection rights under this Section 4.3 in a manner that does not unreasonably interfere with Licensee's business operations. If Licensor identifies any use of the Licensed Marks that does not conform to the Quality Standards or the Usage Guidelines, Licensor shall provide Licensee with written notice specifying the nature of the non-conformance. Licensee shall promptly cure any such non-conforming use within thirty (30) calendar days after receipt of such notice, or such shorter period as may be reasonable under the circumstances if the non-conforming use poses an imminent risk of harm to the goodwill associated with the Licensed Marks.

Section 4.4 — Samples.

Upon Licensor's reasonable written request, which shall not be made more than twice per calendar year, Licensee shall provide Licensor with representative samples or screenshots of Licensee's then-current use of the Licensed Marks on its streaming platform(s), together with a brief description of the context in which the Licensed Marks are displayed, within fifteen (15) business days following receipt of such request. Licensor may use such samples and screenshots solely for the purpose of evaluating Licensee's compliance with this Agreement and shall treat such samples and screenshots as Confidential Information of Licensee to the extent they contain proprietary information regarding Licensee's platform or content offerings.

ARTICLE V — OWNERSHIP AND PROTECTION OF MARKS

Section 5.1 — Ownership.

Licensee acknowledges and agrees that Licensor (through its ownership of MPH and its subsidiaries) is the sole and exclusive owner of all right, title, and interest in and to the Licensed Marks, including, without limitation, all goodwill associated therewith and all trademark registrations pertaining thereto. Nothing in this Agreement shall be construed to convey or transfer to Licensee any ownership interest, whether legal, equitable, or beneficial, in or to the Licensed Marks. Licensee shall not, during the Term or at any time thereafter, directly or indirectly, challenge or contest the validity or enforceability of the Licensed Marks, Licensor's ownership thereof, or the validity of any trademark registrations pertaining to the Licensed Marks. All goodwill arising from Licensee's use of the Licensed Marks, whether during or after the Term, shall inure solely and exclusively to the benefit of Licensor. Licensee acknowledges that its use of the Licensed Marks shall not create in Licensee any right, title, or interest in the Licensed Marks, and Licensee hereby irrevocably assigns and agrees to assign to Licensor any and all rights, title, and interest in and to the Licensed Marks that may accrue to Licensee by reason of Licensee's use thereof.

Section 5.2 — No Registration by Licensee.

Licensee shall not, and shall cause its Affiliates not to, directly or indirectly, apply for or obtain any trademark registration, service mark registration, trade name registration, domain name registration, social media account or handle, or similar proprietary right in any jurisdiction worldwide that incorporates, is identical to, or is confusingly similar to any of the Licensed Marks or any other Marks owned by Licensor, MPH, or their respective Affiliates. In the event that Licensee or any of its Affiliates acquires or is found to have acquired any such right or registration, whether intentionally or inadvertently, Licensee shall, promptly upon becoming aware thereof, notify Licensor and shall take all steps reasonably necessary, at Licensee's sole cost and expense, to transfer or abandon such right or registration to or for the benefit of Licensor.

Section 5.3 — Notice of Infringement.

Licensee shall promptly notify Licensor in writing of any actual or suspected unauthorized use, infringement, misappropriation, or dilution of the Licensed Marks (or any mark confusingly similar thereto) of which Licensee becomes aware, including, without limitation, any counterfeit use, cybersquatting, or unauthorized registration. Such notice shall include all information reasonably available to Licensee regarding the nature, scope, and location of such unauthorized use. Licensor shall have the sole and exclusive right, but not the obligation, to determine the appropriate course of action with respect to any such unauthorized use, infringement, misappropriation, or dilution, including, without limitation, the right to bring, prosecute, settle, or discontinue any legal proceedings in connection therewith. Licensee shall not institute any legal proceedings or take any other enforcement action with respect to the Licensed Marks without the prior written consent of Licensor.

Section 5.4 — Cooperation.

Licensee shall reasonably cooperate with Licensor, at Licensor's sole cost and expense (except to the extent Licensee is required to provide cooperation as a matter of routine business operations), in connection with any enforcement, prosecution, defense, or other action taken by Licensor with respect to the Licensed Marks, including, without limitation, by providing relevant documents, information, and testimony, and by executing such instruments and taking such actions as Licensor may reasonably request to assist Licensor in protecting, enforcing, or maintaining the Licensed Marks.

ARTICLE VI — REPRESENTATIONS AND WARRANTIES

Section 6.1 — Mutual Representations.

Each Party hereby represents and warrants to the other Party, as of the Effective Date, as follows:

(a) Organization and Good Standing. Such Party is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has all requisite corporate power and authority to own, lease, and operate its properties and to carry on its business as currently conducted.

(b) Authority. Such Party has the requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder. The execution, delivery, and performance of this Agreement by such Party have been duly authorized by all necessary corporate action on the part of such Party, and no other corporate proceedings on the part of such Party are necessary to authorize this Agreement or to consummate the transactions contemplated hereby.

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

(d) No Conflict. The execution, delivery, and performance of this Agreement by such Party do not and will not (i) violate or conflict with the certificate of incorporation, bylaws, or other organizational documents of such Party, (ii) violate or conflict with any law, order, judgment, or decree applicable to such Party, or (iii) result in a breach of, constitute a default under, or require any consent under any material agreement or instrument to which such Party is a party or by which such Party is bound.

Section 6.2 — Licensor Representations.

Licensor hereby represents and warrants to Licensee, as of the Effective Date, as follows:

(a) Licensor has the right, power, and authority to grant the license set forth in Article II, and the Licensed Marks are owned by Licensor (through its ownership of MPH and its subsidiaries) free and clear of any liens, encumbrances, or restrictions that would prevent or materially impair the grant of the license contemplated hereby.

(b) The grant of the license hereunder does not conflict with or violate any agreement, obligation, or commitment to which Licensor is a party or by which Licensor is bound, including, for the avoidance of doubt, the MIPA, or any other license, agreement, or arrangement relating to the Licensed Marks.

Section 6.3 — Licensee Representations.

Licensee hereby represents and warrants to Licensor, as of the Effective Date, that it shall use the Licensed Marks solely in accordance with the terms and conditions of this Agreement and all applicable laws, rules, and regulations in each jurisdiction in which the Licensed Marks are used.

Section 6.4 — Disclaimer.

EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE VI, NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT, ALL OF WHICH ARE HEREBY EXPRESSLY DISCLAIMED. LICENSEE ACKNOWLEDGES THAT IT IS USING THE LICENSED MARKS "AS IS" AND THAT LICENSOR MAKES NO WARRANTY REGARDING THE SCOPE, VALIDITY, OR ENFORCEABILITY OF THE LICENSED MARKS IN ANY PARTICULAR JURISDICTION.

ARTICLE VII — TERMINATION

Section 7.1 — Termination for Breach.

Either Party may terminate this Agreement upon written notice to the other Party if the other Party materially breaches any provision of this Agreement and such breaching Party fails to cure such breach within thirty (30) calendar days after receipt of written notice from the non-breaching Party specifying the breach in reasonable detail (the "Cure Period"). If a material breach is not capable of cure, or if the breaching Party fails to cure such breach within the Cure Period, this Agreement shall terminate effective upon the expiration of the Cure Period (or, in the case of a breach that is not capable of cure, upon delivery of the termination notice). Notwithstanding the foregoing, if a breach of the quality control provisions of Article IV is not capable of cure, or if such breach poses an imminent risk of irreparable harm to the goodwill associated with the Licensed Marks, Licensor may terminate this Agreement immediately upon written notice to Licensee, without any obligation to provide a Cure Period.

Section 7.2 — Termination for Insolvency.

Either Party may terminate this Agreement immediately upon written notice to the other Party if the other Party:

(a) files a voluntary petition in bankruptcy or is adjudicated as bankrupt or insolvent under any applicable bankruptcy, insolvency, or similar law;

(b) has a receiver, trustee, liquidator, or custodian appointed for a substantial part of its assets or properties;

(d) is dissolved or commences winding up proceedings, whether voluntary or involuntary (other than for purposes of a reorganization, recapitalization, or similar transaction in which the surviving or resulting entity assumes all obligations of such Party under this Agreement).

Section 7.3 — Voluntary Termination by Licensee.

Licensee may terminate this Agreement at any time, for any reason or no reason, upon not less than sixty (60) calendar days' prior written notice to Licensor. Such termination shall become effective on the date that is sixty (60) calendar days after Licensor's receipt of such notice (or such later date as may be specified in such notice).

Section 7.4 — Effect of Termination.

Upon expiration of the Term or earlier termination of this Agreement for any reason:

(a) All rights and licenses granted to Licensee hereunder shall immediately cease and terminate, subject to the Wind-Down Period set forth in Section 3.2;

(b) Licensee shall promptly cease all use of the Licensed Marks and, within the Wind-Down Period, remove, disable, or otherwise obscure all displays of the Licensed Marks from its streaming platform(s), marketing materials, metadata, promotional content, user-facing interfaces, and any other media or channels;

(c) Licensee shall, within thirty (30) calendar days following the expiration of the Wind-Down Period, certify in writing to Licensor that Licensee has ceased all use of the Licensed Marks and completed the removal and obscuration thereof in accordance with this Section 7.4 and Section 3.2; and

(d) The provisions of Articles V (Ownership and Protection of Marks), VIII (Indemnification), IX (Limitation of Liability), and X (General Provisions), and Sections 3.2 (Wind-Down Period) and 7.4 (Effect of Termination), shall survive the expiration or termination of this Agreement and shall continue in full force and effect in accordance with their respective terms.

Termination or expiration of this Agreement shall not relieve either Party of any liability or obligation that accrued prior to such termination or expiration, including, without limitation, any liability for breach of this Agreement occurring prior to such termination or expiration.

ARTICLE VIII — INDEMNIFICATION

Section 8.1 — Indemnification by Licensee.

Licensee shall indemnify, defend, and hold harmless Licensor and its Affiliates (including, without limitation, MPH and its subsidiaries, including Meridian Distribution Services Inc., Bellweather Academic Press Inc., Foxglove Media LLC, and Meridian Press Canada ULC) and their respective officers, directors, managers, members, employees, agents, successors, and assigns (collectively, the "Licensor Indemnified Parties") from and against any and all losses, damages, liabilities, claims, demands, actions, suits, proceedings, judgments, fines, penalties, costs, and expenses (including, without limitation, reasonable attorneys' fees and disbursements and costs of investigation and litigation) (collectively, "Losses") arising out of or relating to:

(a) Licensee's use of the Licensed Marks in breach of any provision of this Agreement, including, without limitation, any use outside the Licensed Field or the Licensed Territory;

(b) any claim by a third party that Licensee's use of the Licensed Marks outside the Licensed Field or in a manner not authorized by this Agreement infringes, misappropriates, or otherwise violates the intellectual property rights, privacy rights, publicity rights, or other rights of any third party;

(d) the negligence, willful misconduct, or fraud of Licensee or any of its Affiliates in connection with the exercise of the rights granted hereunder.

Section 8.2 — Indemnification by Licensor.

Licensor shall indemnify, defend, and hold harmless Licensee and its Affiliates (including, without limitation, Aurelius Global Media Group PLC and its subsidiaries) and their respective officers, directors, managers, members, employees, agents, successors, and assigns (collectively, the "Licensee Indemnified Parties") from and against any and all Losses arising out of or relating to:

(a) any claim by a third party that Licensee's authorized use of the Licensed Marks within the Licensed Field and in compliance with the terms of this Agreement infringes, misappropriates, or otherwise violates the intellectual property rights of any third party, to the extent such claim does not arise from Licensee's modification, alteration, or combination of the Licensed Marks with other marks, content, or materials not authorized by Licensor; or

(b) any breach by Licensor of any of its representations, warranties, covenants, or obligations under this Agreement.

Section 8.3 — Indemnification Procedures.

The obligations of an indemnifying party under this Article VIII are subject to the following procedures:

(a) Prompt Notice. The indemnified party shall promptly notify the indemnifying party in writing of any claim, action, suit, or proceeding for which indemnification is sought (a "Claim"), including a reasonably detailed description of the facts giving rise to such Claim and, to the extent known, the amount of Losses claimed or estimated. The failure of the indemnified party to provide prompt notice shall not relieve the indemnifying party of its indemnification obligations hereunder, except to the extent the indemnifying party is actually and materially prejudiced by such failure.

(b) Assumption of Defense. Upon receipt of notice of a Claim, the indemnifying party shall have the right, but not the obligation, to assume the defense of such Claim with counsel of its own choosing, reasonably acceptable to the indemnified party, at the indemnifying party's sole cost and expense. If the indemnifying party assumes the defense of a Claim, the indemnified party shall have the right to participate in the defense thereof with counsel of its own choosing at its own expense; provided, however, that if the indemnified party reasonably determines that a conflict of interest exists between the indemnifying party and the indemnified party with respect to such Claim, the indemnifying party shall bear the reasonable fees and expenses of one (1) separate counsel for the indemnified party.

(c) Cooperation. The indemnified party shall cooperate fully with the indemnifying party in the defense of any Claim, including by providing such documents, information, testimony, and other assistance as the indemnifying party may reasonably request.

(d) Settlement. Neither the indemnifying party nor the indemnified party shall settle, compromise, or consent to the entry of any judgment with respect to any Claim without the prior written consent of the other party, which consent shall not be unreasonably withheld, conditioned, or delayed; provided, however, that the indemnifying party may settle a Claim without the consent of the indemnified party if such settlement (i) involves only the payment of money by the indemnifying party, (ii) does not require the indemnified party to admit any fault or liability, and (iii) includes a complete and unconditional release of the indemnified party from all liability in respect of such Claim.

Section 8.4 — Relationship to MIPA Indemnification.

The indemnification obligations of the Parties under this Article VIII are independent of and in addition to any indemnification obligations of the Parties (or their respective Affiliates) under the MIPA or any other ancillary agreement entered into in connection with the MIPA. Provided, however, that in no event shall any Party (or any Licensor Indemnified Party or Licensee Indemnified Party, as applicable) be entitled to recover the same Losses more than once, whether under this Agreement, the MIPA, or any other agreement, and any amounts actually recovered by an indemnified party under the MIPA with respect to a particular Loss shall reduce, on a dollar-for-dollar basis, any amounts recoverable by such indemnified party under this Agreement with respect to the same Loss, and vice versa.

ARTICLE IX — LIMITATION OF LIABILITY

Section 9.1 — Limitation.

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR TO ANY OF THE OTHER PARTY'S AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION SHALL NOT APPLY TO (A) DAMAGES ARISING FROM A PARTY'S FRAUD OR WILLFUL MISCONDUCT, (B) LICENSEE'S BREACH OF ARTICLE V (OWNERSHIP AND PROTECTION OF MARKS), OR (C) A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER ARTICLE VIII WITH RESPECT TO THIRD-PARTY CLAIMS.

Section 9.2 — Cap.

Except in the case of (a) fraud or willful misconduct by the liable Party, (b) breach by Licensee of its obligations under Article V (Ownership and Protection of Marks), or (c) a Party's indemnification obligations under Article VIII with respect to third-party claims, the aggregate liability of each Party to the other Party under this Agreement (whether arising in contract, tort, equity, or otherwise) shall not exceed One Million Dollars ($1,000,000).

ARTICLE X — GENERAL PROVISIONS

Section 10.1 — Governing Law.

This Agreement and all claims, causes of action, or disputes (whether in contract, tort, or otherwise) arising out of or relating to this Agreement or the negotiation, execution, performance, or enforcement hereof shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice of law or conflict of laws rules or provisions (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.

Section 10.2 — Dispute Resolution.

Any dispute, controversy, or claim arising out of or relating to this Agreement, including, without limitation, any dispute regarding the formation, validity, interpretation, performance, breach, or termination of this Agreement, shall be resolved in accordance with the dispute resolution provisions set forth in the MIPA, which are hereby incorporated by reference. Without limiting the generality of the foregoing, each Party hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the state and federal courts located in the State of Delaware for purposes of any action, suit, or proceeding arising out of or relating to this Agreement, and each Party hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such action, suit, or proceeding, any claim that it is not subject personally to the jurisdiction of such courts, that such action, suit, or proceeding is brought in an inconvenient forum, or that the venue of such action, suit, or proceeding is improper. Each Party hereby irrevocably consents to the service of process in any such action, suit, or proceeding by delivery of copies thereof by certified or registered mail, return receipt requested, postage prepaid, to such Party at the address set forth in Section 10.3 or to such other address as such Party may designate in writing in accordance with Section 10.3.

Section 10.3 — Notices.

All notices, requests, demands, consents, and other communications required or permitted to be given or delivered under this Agreement shall be in writing and shall be deemed to have been duly given or delivered: (a) when delivered personally; (b) when sent by confirmed electronic mail (with a copy sent by another method specified in this Section 10.3); (c) three (3) business days after being deposited in the United States mail, certified or registered, postage prepaid, return receipt requested; or (d) one (1) business day after being deposited with a nationally recognized overnight courier service for next-business-day delivery, in each case addressed as follows (or to such other address as a Party may designate by written notice delivered in accordance with this Section 10.3):

If to Licensor:

Ridgeline Publishing Acquisition Corp. c/o Crowne Albany Corporation 1209 Orange Street Wilmington, Delaware 19801

Attention: General Counsel

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

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

Attention: Graham Ashworth

If to Licensee:

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

Attention: General Counsel

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

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

Attention: Beatrice Holloway

Section 10.4 — Entire Agreement.

This Agreement, together with Exhibit A attached hereto and the MIPA (to the extent incorporated by reference herein), constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations, understandings, discussions, term sheets, letters of intent, and agreements, whether written or oral, relating to such subject matter. No representations, warranties, covenants, or conditions, express or implied, whether by statute or otherwise, other than those contained in this Agreement, have been made by the Parties to this Agreement.

Section 10.5 — Amendments and Waivers.

No amendment, modification, supplement, or waiver of any provision of this Agreement shall be effective or binding upon either Party unless set forth in a written instrument that specifically refers to this Agreement and is duly executed by authorized representatives of both Parties. No waiver of any provision of this Agreement shall constitute a waiver of any other provision, and no waiver shall constitute a continuing waiver. The failure or delay by either Party in exercising any right, power, or remedy under this Agreement shall not operate as a waiver thereof, and no single or partial exercise of any such right, power, or remedy shall preclude any other or further exercise thereof or the exercise of any other right, power, or remedy.

Section 10.6 — Severability.

If any provision of this Agreement, or the application thereof to any Person or circumstance, is held by a court of competent jurisdiction or other authority to be invalid, illegal, or unenforceable for any reason, 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 had never been contained herein; provided, however, that the Parties shall negotiate in good faith to replace such invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that, to the extent possible, achieves the economic, business, and other purposes of the invalid, illegal, or unenforceable provision. If any provision of this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as is enforceable.

Section 10.7 — No Third-Party Beneficiaries.

This Agreement is for the sole benefit of the Parties hereto and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement; provided, however, that the Licensor Indemnified Parties and the Licensee Indemnified Parties identified in Sections 8.1 and 8.2, respectively, are intended third-party beneficiaries of such Sections and shall have the right to enforce such Sections directly, subject to the terms and conditions of this Agreement.

Section 10.8 — Counterparts.

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by electronic transmission (including portable document format (PDF), facsimile, or any electronic signature complying with the U.S. federal ESIGN Act of 2000 or the Uniform Electronic Transactions Act, as applicable) shall be effective as delivery of a manually executed original counterpart of this Agreement.

Section 10.9 — Further Assurances.

Each Party shall, at the reasonable request of the other Party and at the requesting Party's sole cost and expense (unless otherwise expressly provided herein), execute and deliver such further instruments, documents, and agreements, and take such further actions, as may be reasonably necessary or appropriate to carry out the purposes and intent of this Agreement and to consummate and give effect to the transactions contemplated hereby.

Section 10.10 — Relationship of the Parties.

The Parties are and shall remain independent contractors with respect to each other. Nothing in this Agreement shall be construed to create a joint venture, partnership, franchise, agency, employer-employee, or any other relationship between the Parties other than the contractual relationship expressly set forth herein. Neither Party shall have any right, power, or authority to create any obligation or responsibility on behalf of the other Party, and neither Party shall hold itself out as having any such right, power, or authority.

[Remainder of page intentionally left blank. Signature page follows.]

IN WITNESS WHEREOF, the Parties have caused this Trademark License Agreement to be duly executed by their respective authorized representatives as of the Effective Date.

LICENSOR:

RIDGELINE PUBLISHING ACQUISITION CORP.

By: ________

Name: Jonathan R. Caldwell

Title: President and Chief Executive Officer

Date: November 15, 2024

LICENSEE:

AURELIUS MEDIA HOLDINGS INC.

By: ________

Name: Victoria S. Chen

Title: Executive Vice President and General Counsel

Date: November 15, 2024

EXHIBIT A

LICENSED MARKS

The following marks constitute the "Licensed Marks" as defined in Section 1.1 of the Trademark License Agreement dated as of November 15, 2024 (the "Agreement"), by and between Ridgeline Publishing Acquisition Corp. ("Licensor") and Aurelius Media Holdings Inc. ("Licensee"). Capitalized terms used but not defined in this Exhibit A shall have the meanings assigned to them in the Agreement.

1. Word Mark

The word mark "MERIDIAN" (standing alone), as used in connection with the display, distribution, and archival of legacy digital content on Licensee's or its Affiliates' streaming platform(s).

2. Stylized Logo

The stylized "Meridian" logo, as depicted below, which was used in connection with digital content on Licensee's streaming platform as of the Closing Date:

[Logo image to be inserted — stylized "Meridian" wordmark in Garamond typeface, navy blue (Pantone 289 C), with horizontal rule element beneath]

3. Applicable U.S. Trademark Registrations

4. Applicable Canadian Trademark Registrations

5. Exclusions

The Licensed Marks expressly exclude the following marks and logos, which are not licensed to Licensee hereunder and remain the exclusive property of Licensor (through its ownership of MPH and its subsidiaries):

(a) The composite "MERIDIAN PRESS" mark (as used in book publishing), including U.S. Registration No. 3,892,107 and Canadian Registration No. TMA876,543, and all associated logos;

(b) The "BELLWEATHER ACADEMIC" mark, including U.S. Registration No. 4,201,556 and Canadian Registration No. TMA923,781, and all associated logos;

(c) The "FOXGLOVE" mark, including U.S. Registration No. 5,432,901 and Canadian Registration No. TMA1,078,214, and all associated logos; and

(d) Any and all other marks, logos, trade names, trade dress, and associated intellectual property owned by Licensor, MPH, or their respective subsidiaries that are not specifically identified in Sections 1 through 4 of this Exhibit A.

6. Ownership

The Licensed Marks identified in this Exhibit A are owned by Licensor through its ownership of Meridian Press Holdings LLC and its subsidiaries, and all registrations listed above remain in the name of the applicable registrant entity within the MPH corporate group. Nothing in this Exhibit A or in the Agreement shall be construed as a transfer of ownership of any registration or any underlying right, title, or interest in or to the Licensed Marks.

[End of Exhibit A]

Registration No.	Mark	Registrant	Class	Registration Date
4,521,903	MERIDIAN (standard characters)	Meridian Press Holdings LLC	IC 009, IC 016, IC 041	March 18, 2014
5,107,448	MERIDIAN (stylized)	Meridian Press Holdings LLC	IC 009, IC 041	January 10, 2017
Registration No.	Mark	Registrant	Registration Date
TMA987,214	MERIDIAN (standard characters)	Meridian Press Canada ULC	June 22, 2015
TMA1,042,889	MERIDIAN (stylized)	Meridian Press Canada ULC	September 5, 2018

TRADEMARK LICENSE AGREEMENT
by and between
RIDGELINE PUBLISHING ACQUISITION CORP.
as Licensor
and
AURELIUS MEDIA HOLDINGS INC.
as Licensee
Dated as of November 15, 2024
TABLE OF CONTENTS
Right-click to update Table of Contents
TRADEMARK LICENSE AGREEMENT
This TRADEMARK LICENSE AGREEMENT (this "Agreement") is entered into as of November 15, 2024 (the "Effective Date"), by and between:
RIDGELINE PUBLISHING ACQUISITION CORP., a Delaware corporation (file no. 6501982), with its registered agent at Crowne Albany Corporation, 1209 Orange Street, Wilmington, Delaware 19801 ("Licensor");
and
AURELIUS MEDIA HOLDINGS INC., a Delaware corporation (file no. 5987324), with its registered agent at Crowne Albany Corporation, 1209 Orange Street, Wilmington, Delaware 19801 ("Licensee").
Licensor and Licensee are each referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, this Agreement is entered into in connection with that certain Membership Interest Purchase Agreement, dated as of July 19, 2024 (the "MIPA"), among Aurelius Media Holdings Inc. (as Seller), Ridgeline Publishing Acquisition Corp. (as Buyer), and, solely for purposes of certain provisions thereof, Aurelius Global Media Group PLC and Pinnacle Ridge Capital Partners Fund IV, L.P., pursuant to which Licensor acquired one hundred percent (100%) of the membership interests in Meridian Press Holdings LLC, a Delaware limited liability company (file no. 4521889) ("MPH");
WHEREAS, pursuant to the MIPA, Licensee sold and Licensor purchased one hundred percent (100%) of the membership interests in MPH at an enterprise value of Four Hundred Eighty Million Dollars ($480,000,000), and the closing of such transaction occurred on November 15, 2024 (the "Closing Date");
WHEREAS, as a result of such acquisition, Licensor (through its ownership of MPH) is the successor owner of certain trademarks, service marks, trade names, and associated logos, including the marks "Meridian Press," "Bellweather Academic," and "Foxglove" and associated logos, as well as United States and Canadian trademark registrations associated therewith (collectively, the "Marks");
WHEREAS, prior to the closing of the MIPA, Licensee and its affiliates, including Aurelius Global Media Group PLC, a public limited company organized under the laws of England and Wales (Companies House No. 08431276), utilized the "Meridian" name in connection with certain digital content archived on Aurelius's streaming platform;
WHEREAS, Licensee desires to continue to use the "Meridian" name and certain associated marks solely in connection with such legacy digital content, and Licensor is willing to grant a limited license for such purpose, subject to the terms and conditions set forth herein; and
WHEREAS, the MIPA contemplates the execution and delivery of this Agreement as a condition to the closing of the transactions described therein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, the mutual benefits to be derived therefrom, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
ARTICLE I — DEFINITIONS
Section 1.1 — Definitions.
As used in this Agreement, the following terms shall have the meanings set forth below:
"Affiliate" means, with respect to any Person, any other Person that, directly or indirectly, controls, is controlled by, or is under common control with such Person. For purposes of this definition, "control" (including, with correlative meanings, the terms "controlled by" and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise. For the avoidance of doubt, Aurelius Global Media Group PLC, a public limited company organized under the laws of England and Wales (Companies House No. 08431276), having its registered office at 14 Clarges Street, London W1J 8AQ, United Kingdom, and its subsidiaries shall be deemed Affiliates of Licensee for purposes of this Agreement.
"Agreement" means this Trademark License Agreement, including all exhibits and schedules attached hereto, as the same may be amended, modified, or supplemented from time to time in accordance with the terms hereof.
"Closing Date" means November 15, 2024, being the date on which the closing of the transactions contemplated by the MIPA occurred.
"Effective Date" has the meaning set forth in the preamble to this Agreement.
"Licensed Field" means solely the display, distribution, and archival of legacy digital content (including, without limitation, e-books, audiobooks, and digital periodical archives) on Licensee's or its Affiliates' streaming platform(s), which content was published or produced by or on behalf of MPH or its subsidiaries prior to the Closing Date. For the avoidance of doubt, the Licensed Field does not include the creation, publication, production, marketing, or distribution of any new content, nor any use in connection with physical media, print publications, or any goods or services other than the display, distribution, and archival of such legacy digital content on Licensee's or its Affiliates' streaming platform(s).
"Licensed Marks" means the "Meridian" name and any associated logos specifically identified on Exhibit A hereto. For the avoidance of doubt, the Licensed Marks are limited to the "Meridian" name (standing alone) and the stylized "Meridian" logo as identified on Exhibit A and do not include the full "Meridian Press" composite mark (as used in book publishing), the "Bellweather Academic" mark, the "Foxglove" mark, or any associated logos not specifically identified on Exhibit A, except to the extent expressly set forth on Exhibit A.
"Licensed Territory" means worldwide, on a non-exclusive basis.
"Licensor" has the meaning set forth in the preamble to this Agreement.
"Licensee" has the meaning set forth in the preamble to this Agreement.
"MIPA" means the 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 purposes of certain provisions thereof, Aurelius Global Media Group PLC and Pinnacle Ridge Capital Partners Fund IV, L.P., as the same may be amended, modified, or supplemented from time to time.
"MPH" means Meridian Press Holdings LLC, a Delaware limited liability company (file no. 4521889).
"Person" means an individual, corporation, partnership, limited liability company, association, trust, unincorporated organization, governmental authority, or any other entity or body.
"Quality Standards" has the meaning set forth in Section 4.1.
"Term" has the meaning set forth in Section 3.1.
Section 1.2 — Interpretation.
Unless the context of this Agreement otherwise requires: (a) words of any gender include each other gender; (b) words using the singular or plural number also include the plural or singular number, respectively; (c) the terms "hereof," "herein," "hereby," "hereto," and derivative or similar words refer to this entire Agreement; (d) the terms "Article," "Section," "Exhibit," and "Schedule" refer to the specified Article, Section, Exhibit, or Schedule of or to this Agreement, unless otherwise specified; (e) the word "including" means "including, without limitation"; (f) the word "or" is disjunctive but not necessarily exclusive; (g) references to any agreement or contract are to that agreement or contract as amended, modified, supplemented, or restated from time to time in accordance with the terms thereof; (h) references to any Person include the successors and permitted assigns of that Person; (i) references to any law include all statutory and regulatory provisions consolidating, amending, replacing, or interpreting such law and any reference to any law shall, unless otherwise specified, refer to such law as amended, modified, or supplemented from time to time; and (j) references to "days" mean calendar days unless otherwise specified. All references herein to the MIPA and all capitalized terms used but not otherwise defined in this Agreement shall have the meanings assigned to such terms in the MIPA.
ARTICLE II — GRANT OF LICENSE
Section 2.1 — License Grant.
Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a non-exclusive, non-transferable (except as expressly provided in Section 2.4), royalty-free, limited license to use the Licensed Marks solely within the Licensed Field and the Licensed Territory during the Term. The license granted hereunder is limited to the use of the "Meridian" name and associated logos identified on Exhibit A in connection with legacy digital content (including e-books, audiobooks, and digital periodical archives) archived on Licensee's or its Affiliates' streaming platform(s), which content was published or produced by or on behalf of MPH or its subsidiaries (including, without limitation, Meridian Distribution Services Inc., Bellweather Academic Press Inc., Foxglove Media LLC, and Meridian Press Canada ULC) prior to the Closing Date. Licensee acknowledges and agrees that the scope of this license is narrow and limited in purpose, and that Licensee shall not use the Licensed Marks for any new content created, commissioned, published, or produced after the Closing Date, or for any purpose outside the Licensed Field.
Section 2.2 — Reservation of Rights.
Licensor hereby expressly reserves all rights in and to the Licensed Marks not expressly granted to Licensee under this Agreement. Nothing in this Agreement shall be construed to grant Licensee any ownership interest in the Licensed Marks, any right to modify the Licensed Marks except as may be expressly permitted by Licensor in writing, or any rights in any trademarks, service marks, trade names, or logos of Licensor other than the Licensed Marks. Licensor retains the unrestricted right to use, license, sublicense, and otherwise exploit the Licensed Marks and all other Marks in any manner, at any time, and in any medium, in Licensor's sole and absolute discretion, including, without limitation, through MPH and its subsidiaries (including Meridian Press, Bellweather Academic Press, Foxglove Media, Meridian Distribution Services, and Meridian Press Canada). The license granted hereunder shall not limit or restrict in any way the rights of Licensor or any of its Affiliates to use or exploit the Licensed Marks or any other Marks.
Section 2.3 — No Sublicensing.
Licensee shall not sublicense, assign, delegate, or otherwise transfer any of the rights granted hereunder to any third party without the prior written consent of Licensor, which consent may be withheld, conditioned, or delayed in Licensor's sole and absolute discretion. Any purported sublicense, assignment, delegation, or transfer in violation of this Section 2.3 shall be null and void and of no force or effect.
Notwithstanding the foregoing, Licensee may permit its Affiliates (including, without limitation, Aurelius Global Media Group PLC and its subsidiaries) to exercise the rights granted hereunder solely within the Licensed Field and the Licensed Territory and in compliance with all the terms and conditions of this Agreement; provided, however, that (a) Licensee shall remain fully responsible for the compliance of each such Affiliate with the terms of this Agreement as if such Affiliate's actions were the actions of Licensee, (b) any breach of this Agreement by any such Affiliate shall be deemed a breach by Licensee, and (c) Licensee shall cause each such Affiliate to agree in writing to be bound by the terms hereof applicable to Licensee's use of the Licensed Marks prior to any such Affiliate's exercise of any rights hereunder. Licensor shall have no obligation to enforce this Agreement directly against any Affiliate of Licensee; Licensor's sole recourse with respect to any Affiliate's non-compliance shall be against Licensee.
Section 2.4 — No Assignment.
Licensee shall not assign this Agreement or any of the rights or obligations hereunder without the prior written consent of Licensor, which consent may be withheld, conditioned, or delayed in Licensor's sole and absolute discretion. Any purported assignment in violation of this Section 2.4 shall be null and void and of no force or effect. Notwithstanding the foregoing, Licensee may assign this Agreement, without the prior written consent of Licensor, in connection with a sale, merger, consolidation, or other transaction involving the transfer of all or substantially all of the assets or equity interests of Licensee to a successor entity; provided, however, that (i) such successor entity is not a direct competitor of Licensor, MPH, or any of their respective Affiliates in the book publishing, academic publishing, or media distribution industries, (ii) such successor entity agrees in writing, in form and substance reasonably satisfactory to Licensor, to be bound by all of the terms and conditions of this Agreement, and (iii) Licensee provides Licensor with written notice of such assignment not less than fifteen (15) days prior to the consummation thereof. Any assignment permitted under this Section 2.4 shall not relieve Licensee of its obligations hereunder arising prior to the effective date of such assignment.
ARTICLE III — TERM
Section 3.1 — Term.
The license granted hereunder shall commence on the Effective Date and shall expire on the third (3rd) anniversary of the Effective Date — that is, November 15, 2027 — unless earlier terminated in accordance with Article VII (such period, as it may be shortened by early termination, the "Term"). The Term is not subject to automatic renewal or extension. The Term may be extended only by the mutual written agreement of the Parties, executed by duly authorized representatives of each Party, and no course of dealing or continued use of the Licensed Marks by Licensee after the expiration of the Term (other than during the wind-down period described in Section 3.2) shall be construed as an extension or renewal of this Agreement.
Section 3.2 — Wind-Down Period.
Upon expiration of the Term or earlier termination of this Agreement pursuant to Article VII, Licensee shall have a period of ninety (90) calendar days following the effective date of such expiration or termination (the "Wind-Down Period") to cease all use of the Licensed Marks and to remove, disable, or otherwise obscure all displays of the Licensed Marks on its streaming platform(s) and any related marketing materials, metadata, promotional content, and user-facing interfaces. During the Wind-Down Period, all of the terms and conditions of this Agreement, including, without limitation, the quality control provisions of Article IV and the ownership provisions of Article V, shall continue to apply to Licensee's use of the Licensed Marks. Licensee shall use commercially reasonable efforts to complete the removal and cessation of all use of the Licensed Marks as promptly as practicable during the Wind-Down Period and shall not use the Wind-Down Period to expand or intensify its use of the Licensed Marks beyond the scope and manner of use existing immediately prior to the expiration or termination of this Agreement.
ARTICLE IV — QUALITY CONTROL
Section 4.1 — Quality Standards.
All uses of the Licensed Marks by Licensee and its Affiliates shall be of a quality at least equal to the quality of the goods and services offered by Licensee under or in connection with the Licensed Marks as of the Closing Date (the "Quality Standards"). The Parties acknowledge that the maintenance of high quality standards in connection with the Licensed Marks is essential to preserve the goodwill associated therewith. Licensee shall use the Licensed Marks only in a manner consistent with the goodwill associated therewith and shall not use the Licensed Marks in any manner that could reasonably be expected to tarnish, dilute, or bring into disrepute the Licensed Marks or the reputation of Licensor, MPH, or any of their respective Affiliates. Without limiting the generality of the foregoing, Licensee shall not use the Licensed Marks in connection with any content, product, service, or communication that is unlawful, defamatory, obscene, or otherwise objectionable, or that infringes or misappropriates the rights of any third party.
Section 4.2 — Compliance with Trademark Usage Guidelines.
Licensee shall comply with any reasonable written trademark usage guidelines provided by Licensor from time to time (the "Usage Guidelines"), including guidelines pertaining to the appearance, size, color, font, placement, and manner of display of the Licensed Marks; provided, however, that such Usage Guidelines shall be consistent with Licensee's use of the Licensed Marks as of the Closing Date and shall not impose requirements that are commercially unreasonable in light of the Licensed Field and the purposes of this Agreement. Licensor shall provide initial Usage Guidelines to Licensee within sixty (60) calendar days of the Effective Date. Any subsequent amendments or supplements to the Usage Guidelines shall be delivered to Licensee in writing, and Licensee shall have a reasonable period of time, not less than thirty (30) calendar days from receipt thereof, to implement such amendments or supplements. In the event of any conflict between the Usage Guidelines and the express terms of this Agreement, the terms of this Agreement shall control.
Section 4.3 — Inspection Rights.
Licensor shall have the right, upon reasonable prior written notice to Licensee of not less than fifteen (15) business days, and during normal business hours, to inspect and review Licensee's use of the Licensed Marks to ensure compliance with the Quality Standards and the Usage Guidelines set forth herein. Such inspections may be conducted at Licensee's offices or remotely through review of Licensee's streaming platform(s), as reasonably determined by Licensor. Licensee shall cooperate in good faith with any such inspection and shall promptly provide Licensor with access to any materials, systems, or information reasonably necessary to conduct such inspection. Licensor shall exercise its inspection rights under this Section 4.3 in a manner that does not unreasonably interfere with Licensee's business operations. If Licensor identifies any use of the Licensed Marks that does not conform to the Quality Standards or the Usage Guidelines, Licensor shall provide Licensee with written notice specifying the nature of the non-conformance. Licensee shall promptly cure any such non-conforming use within thirty (30) calendar days after receipt of such notice, or such shorter period as may be reasonable under the circumstances if the non-conforming use poses an imminent risk of harm to the goodwill associated with the Licensed Marks.
Section 4.4 — Samples.
Upon Licensor's reasonable written request, which shall not be made more than twice per calendar year, Licensee shall provide Licensor with representative samples or screenshots of Licensee's then-current use of the Licensed Marks on its streaming platform(s), together with a brief description of the context in which the Licensed Marks are displayed, within fifteen (15) business days following receipt of such request. Licensor may use such samples and screenshots solely for the purpose of evaluating Licensee's compliance with this Agreement and shall treat such samples and screenshots as Confidential Information of Licensee to the extent they contain proprietary information regarding Licensee's platform or content offerings.
ARTICLE V — OWNERSHIP AND PROTECTION OF MARKS
Section 5.1 — Ownership.
Licensee acknowledges and agrees that Licensor (through its ownership of MPH and its subsidiaries) is the sole and exclusive owner of all right, title, and interest in and to the Licensed Marks, including, without limitation, all goodwill associated therewith and all trademark registrations pertaining thereto. Nothing in this Agreement shall be construed to convey or transfer to Licensee any ownership interest, whether legal, equitable, or beneficial, in or to the Licensed Marks. Licensee shall not, during the Term or at any time thereafter, directly or indirectly, challenge or contest the validity or enforceability of the Licensed Marks, Licensor's ownership thereof, or the validity of any trademark registrations pertaining to the Licensed Marks. All goodwill arising from Licensee's use of the Licensed Marks, whether during or after the Term, shall inure solely and exclusively to the benefit of Licensor. Licensee acknowledges that its use of the Licensed Marks shall not create in Licensee any right, title, or interest in the Licensed Marks, and Licensee hereby irrevocably assigns and agrees to assign to Licensor any and all rights, title, and interest in and to the Licensed Marks that may accrue to Licensee by reason of Licensee's use thereof.
Section 5.2 — No Registration by Licensee.
Licensee shall not, and shall cause its Affiliates not to, directly or indirectly, apply for or obtain any trademark registration, service mark registration, trade name registration, domain name registration, social media account or handle, or similar proprietary right in any jurisdiction worldwide that incorporates, is identical to, or is confusingly similar to any of the Licensed Marks or any other Marks owned by Licensor, MPH, or their respective Affiliates. In the event that Licensee or any of its Affiliates acquires or is found to have acquired any such right or registration, whether intentionally or inadvertently, Licensee shall, promptly upon becoming aware thereof, notify Licensor and shall take all steps reasonably necessary, at Licensee's sole cost and expense, to transfer or abandon such right or registration to or for the benefit of Licensor.
Section 5.3 — Notice of Infringement.
Licensee shall promptly notify Licensor in writing of any actual or suspected unauthorized use, infringement, misappropriation, or dilution of the Licensed Marks (or any mark confusingly similar thereto) of which Licensee becomes aware, including, without limitation, any counterfeit use, cybersquatting, or unauthorized registration. Such notice shall include all information reasonably available to Licensee regarding the nature, scope, and location of such unauthorized use. Licensor shall have the sole and exclusive right, but not the obligation, to determine the appropriate course of action with respect to any such unauthorized use, infringement, misappropriation, or dilution, including, without limitation, the right to bring, prosecute, settle, or discontinue any legal proceedings in connection therewith. Licensee shall not institute any legal proceedings or take any other enforcement action with respect to the Licensed Marks without the prior written consent of Licensor.
Section 5.4 — Cooperation.
Licensee shall reasonably cooperate with Licensor, at Licensor's sole cost and expense (except to the extent Licensee is required to provide cooperation as a matter of routine business operations), in connection with any enforcement, prosecution, defense, or other action taken by Licensor with respect to the Licensed Marks, including, without limitation, by providing relevant documents, information, and testimony, and by executing such instruments and taking such actions as Licensor may reasonably request to assist Licensor in protecting, enforcing, or maintaining the Licensed Marks.
ARTICLE VI — REPRESENTATIONS AND WARRANTIES
Section 6.1 — Mutual Representations.
Each Party hereby represents and warrants to the other Party, as of the Effective Date, as follows:
(a) Organization and Good Standing. Such Party is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has all requisite corporate power and authority to own, lease, and operate its properties and to carry on its business as currently conducted.
(b) Authority. Such Party has the requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder. The execution, delivery, and performance of this Agreement by such Party have been duly authorized by all necessary corporate action on the part of such Party, and no other corporate proceedings on the part of such Party are necessary to authorize this Agreement or to consummate the transactions contemplated hereby.
(c) Enforceability. This Agreement has been duly executed and delivered by such Party and constitutes a legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other similar laws affecting creditors' rights generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
(d) No Conflict. The execution, delivery, and performance of this Agreement by such Party do not and will not (i) violate or conflict with the certificate of incorporation, bylaws, or other organizational documents of such Party, (ii) violate or conflict with any law, order, judgment, or decree applicable to such Party, or (iii) result in a breach of, constitute a default under, or require any consent under any material agreement or instrument to which such Party is a party or by which such Party is bound.
Section 6.2 — Licensor Representations.
Licensor hereby represents and warrants to Licensee, as of the Effective Date, as follows:
(a) Licensor has the right, power, and authority to grant the license set forth in Article II, and the Licensed Marks are owned by Licensor (through its ownership of MPH and its subsidiaries) free and clear of any liens, encumbrances, or restrictions that would prevent or materially impair the grant of the license contemplated hereby.
(b) The grant of the license hereunder does not conflict with or violate any agreement, obligation, or commitment to which Licensor is a party or by which Licensor is bound, including, for the avoidance of doubt, the MIPA, or any other license, agreement, or arrangement relating to the Licensed Marks.
Section 6.3 — Licensee Representations.
Licensee hereby represents and warrants to Licensor, as of the Effective Date, that it shall use the Licensed Marks solely in accordance with the terms and conditions of this Agreement and all applicable laws, rules, and regulations in each jurisdiction in which the Licensed Marks are used.
Section 6.4 — Disclaimer.
EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE VI, NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT, ALL OF WHICH ARE HEREBY EXPRESSLY DISCLAIMED. LICENSEE ACKNOWLEDGES THAT IT IS USING THE LICENSED MARKS "AS IS" AND THAT LICENSOR MAKES NO WARRANTY REGARDING THE SCOPE, VALIDITY, OR ENFORCEABILITY OF THE LICENSED MARKS IN ANY PARTICULAR JURISDICTION.
ARTICLE VII — TERMINATION
Section 7.1 — Termination for Breach.
Either Party may terminate this Agreement upon written notice to the other Party if the other Party materially breaches any provision of this Agreement and such breaching Party fails to cure such breach within thirty (30) calendar days after receipt of written notice from the non-breaching Party specifying the breach in reasonable detail (the "Cure Period"). If a material breach is not capable of cure, or if the breaching Party fails to cure such breach within the Cure Period, this Agreement shall terminate effective upon the expiration of the Cure Period (or, in the case of a breach that is not capable of cure, upon delivery of the termination notice). Notwithstanding the foregoing, if a breach of the quality control provisions of Article IV is not capable of cure, or if such breach poses an imminent risk of irreparable harm to the goodwill associated with the Licensed Marks, Licensor may terminate this Agreement immediately upon written notice to Licensee, without any obligation to provide a Cure Period.
Section 7.2 — Termination for Insolvency.
Either Party may terminate this Agreement immediately upon written notice to the other Party if the other Party:
(a) files a voluntary petition in bankruptcy or is adjudicated as bankrupt or insolvent under any applicable bankruptcy, insolvency, or similar law;
(b) has a receiver, trustee, liquidator, or custodian appointed for a substantial part of its assets or properties;
(c) makes a general assignment for the benefit of creditors; or
(d) is dissolved or commences winding up proceedings, whether voluntary or involuntary (other than for purposes of a reorganization, recapitalization, or similar transaction in which the surviving or resulting entity assumes all obligations of such Party under this Agreement).
Section 7.3 — Voluntary Termination by Licensee.
Licensee may terminate this Agreement at any time, for any reason or no reason, upon not less than sixty (60) calendar days' prior written notice to Licensor. Such termination shall become effective on the date that is sixty (60) calendar days after Licensor's receipt of such notice (or such later date as may be specified in such notice).
Section 7.4 — Effect of Termination.
Upon expiration of the Term or earlier termination of this Agreement for any reason:
(a) All rights and licenses granted to Licensee hereunder shall immediately cease and terminate, subject to the Wind-Down Period set forth in Section 3.2;
(b) Licensee shall promptly cease all use of the Licensed Marks and, within the Wind-Down Period, remove, disable, or otherwise obscure all displays of the Licensed Marks from its streaming platform(s), marketing materials, metadata, promotional content, user-facing interfaces, and any other media or channels;
(c) Licensee shall, within thirty (30) calendar days following the expiration of the Wind-Down Period, certify in writing to Licensor that Licensee has ceased all use of the Licensed Marks and completed the removal and obscuration thereof in accordance with this Section 7.4 and Section 3.2; and
(d) The provisions of Articles V (Ownership and Protection of Marks), VIII (Indemnification), IX (Limitation of Liability), and X (General Provisions), and Sections 3.2 (Wind-Down Period) and 7.4 (Effect of Termination), shall survive the expiration or termination of this Agreement and shall continue in full force and effect in accordance with their respective terms.
Termination or expiration of this Agreement shall not relieve either Party of any liability or obligation that accrued prior to such termination or expiration, including, without limitation, any liability for breach of this Agreement occurring prior to such termination or expiration.
ARTICLE VIII — INDEMNIFICATION
Section 8.1 — Indemnification by Licensee.
Licensee shall indemnify, defend, and hold harmless Licensor and its Affiliates (including, without limitation, MPH and its subsidiaries, including Meridian Distribution Services Inc., Bellweather Academic Press Inc., Foxglove Media LLC, and Meridian Press Canada ULC) and their respective officers, directors, managers, members, employees, agents, successors, and assigns (collectively, the "Licensor Indemnified Parties") from and against any and all losses, damages, liabilities, claims, demands, actions, suits, proceedings, judgments, fines, penalties, costs, and expenses (including, without limitation, reasonable attorneys' fees and disbursements and costs of investigation and litigation) (collectively, "Losses") arising out of or relating to:
(a) Licensee's use of the Licensed Marks in breach of any provision of this Agreement, including, without limitation, any use outside the Licensed Field or the Licensed Territory;
(b) any claim by a third party that Licensee's use of the Licensed Marks outside the Licensed Field or in a manner not authorized by this Agreement infringes, misappropriates, or otherwise violates the intellectual property rights, privacy rights, publicity rights, or other rights of any third party;
(c) any breach by Licensee of any of its representations, warranties, covenants, or obligations under this Agreement; or
(d) the negligence, willful misconduct, or fraud of Licensee or any of its Affiliates in connection with the exercise of the rights granted hereunder.
Section 8.2 — Indemnification by Licensor.
Licensor shall indemnify, defend, and hold harmless Licensee and its Affiliates (including, without limitation, Aurelius Global Media Group PLC and its subsidiaries) and their respective officers, directors, managers, members, employees, agents, successors, and assigns (collectively, the "Licensee Indemnified Parties") from and against any and all Losses arising out of or relating to:
(a) any claim by a third party that Licensee's authorized use of the Licensed Marks within the Licensed Field and in compliance with the terms of this Agreement infringes, misappropriates, or otherwise violates the intellectual property rights of any third party, to the extent such claim does not arise from Licensee's modification, alteration, or combination of the Licensed Marks with other marks, content, or materials not authorized by Licensor; or
(b) any breach by Licensor of any of its representations, warranties, covenants, or obligations under this Agreement.
Section 8.3 — Indemnification Procedures.
The obligations of an indemnifying party under this Article VIII are subject to the following procedures:
(a) Prompt Notice. The indemnified party shall promptly notify the indemnifying party in writing of any claim, action, suit, or proceeding for which indemnification is sought (a "Claim"), including a reasonably detailed description of the facts giving rise to such Claim and, to the extent known, the amount of Losses claimed or estimated. The failure of the indemnified party to provide prompt notice shall not relieve the indemnifying party of its indemnification obligations hereunder, except to the extent the indemnifying party is actually and materially prejudiced by such failure.
(b) Assumption of Defense. Upon receipt of notice of a Claim, the indemnifying party shall have the right, but not the obligation, to assume the defense of such Claim with counsel of its own choosing, reasonably acceptable to the indemnified party, at the indemnifying party's sole cost and expense. If the indemnifying party assumes the defense of a Claim, the indemnified party shall have the right to participate in the defense thereof with counsel of its own choosing at its own expense; provided, however, that if the indemnified party reasonably determines that a conflict of interest exists between the indemnifying party and the indemnified party with respect to such Claim, the indemnifying party shall bear the reasonable fees and expenses of one (1) separate counsel for the indemnified party.
(c) Cooperation. The indemnified party shall cooperate fully with the indemnifying party in the defense of any Claim, including by providing such documents, information, testimony, and other assistance as the indemnifying party may reasonably request.
(d) Settlement. Neither the indemnifying party nor the indemnified party shall settle, compromise, or consent to the entry of any judgment with respect to any Claim without the prior written consent of the other party, which consent shall not be unreasonably withheld, conditioned, or delayed; provided, however, that the indemnifying party may settle a Claim without the consent of the indemnified party if such settlement (i) involves only the payment of money by the indemnifying party, (ii) does not require the indemnified party to admit any fault or liability, and (iii) includes a complete and unconditional release of the indemnified party from all liability in respect of such Claim.
Section 8.4 — Relationship to MIPA Indemnification.
The indemnification obligations of the Parties under this Article VIII are independent of and in addition to any indemnification obligations of the Parties (or their respective Affiliates) under the MIPA or any other ancillary agreement entered into in connection with the MIPA. Provided, however, that in no event shall any Party (or any Licensor Indemnified Party or Licensee Indemnified Party, as applicable) be entitled to recover the same Losses more than once, whether under this Agreement, the MIPA, or any other agreement, and any amounts actually recovered by an indemnified party under the MIPA with respect to a particular Loss shall reduce, on a dollar-for-dollar basis, any amounts recoverable by such indemnified party under this Agreement with respect to the same Loss, and vice versa.
ARTICLE IX — LIMITATION OF LIABILITY
Section 9.1 — Limitation.
IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR TO ANY OF THE OTHER PARTY'S AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION SHALL NOT APPLY TO (A) DAMAGES ARISING FROM A PARTY'S FRAUD OR WILLFUL MISCONDUCT, (B) LICENSEE'S BREACH OF ARTICLE V (OWNERSHIP AND PROTECTION OF MARKS), OR (C) A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER ARTICLE VIII WITH RESPECT TO THIRD-PARTY CLAIMS.
Section 9.2 — Cap.
Except in the case of (a) fraud or willful misconduct by the liable Party, (b) breach by Licensee of its obligations under Article V (Ownership and Protection of Marks), or (c) a Party's indemnification obligations under Article VIII with respect to third-party claims, the aggregate liability of each Party to the other Party under this Agreement (whether arising in contract, tort, equity, or otherwise) shall not exceed One Million Dollars ($1,000,000).
ARTICLE X — GENERAL PROVISIONS
Section 10.1 — Governing Law.
This Agreement and all claims, causes of action, or disputes (whether in contract, tort, or otherwise) arising out of or relating to this Agreement or the negotiation, execution, performance, or enforcement hereof shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice of law or conflict of laws rules or provisions (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.
Section 10.2 — Dispute Resolution.
Any dispute, controversy, or claim arising out of or relating to this Agreement, including, without limitation, any dispute regarding the formation, validity, interpretation, performance, breach, or termination of this Agreement, shall be resolved in accordance with the dispute resolution provisions set forth in the MIPA, which are hereby incorporated by reference. Without limiting the generality of the foregoing, each Party hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the state and federal courts located in the State of Delaware for purposes of any action, suit, or proceeding arising out of or relating to this Agreement, and each Party hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such action, suit, or proceeding, any claim that it is not subject personally to the jurisdiction of such courts, that such action, suit, or proceeding is brought in an inconvenient forum, or that the venue of such action, suit, or proceeding is improper. Each Party hereby irrevocably consents to the service of process in any such action, suit, or proceeding by delivery of copies thereof by certified or registered mail, return receipt requested, postage prepaid, to such Party at the address set forth in Section 10.3 or to such other address as such Party may designate in writing in accordance with Section 10.3.
Section 10.3 — Notices.
All notices, requests, demands, consents, and other communications required or permitted to be given or delivered under this Agreement shall be in writing and shall be deemed to have been duly given or delivered: (a) when delivered personally; (b) when sent by confirmed electronic mail (with a copy sent by another method specified in this Section 10.3); (c) three (3) business days after being deposited in the United States mail, certified or registered, postage prepaid, return receipt requested; or (d) one (1) business day after being deposited with a nationally recognized overnight courier service for next-business-day delivery, in each case addressed as follows (or to such other address as a Party may designate by written notice delivered in accordance with this Section 10.3):
If to Licensor:
Ridgeline Publishing Acquisition Corp. c/o Crowne Albany Corporation 1209 Orange Street Wilmington, Delaware 19801
Attention: General Counsel
with a copy (which shall not constitute notice) to:
Hathaway, Locke & Barnett LLP 51 West 52nd Street New York, New York 10019
Attention: Graham Ashworth
If to Licensee:
Aurelius Media Holdings Inc. c/o Crowne Albany Corporation 1209 Orange Street Wilmington, Delaware 19801
Attention: General Counsel
with a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP 425 Park Avenue New York, New York 10022
Attention: Beatrice Holloway
Section 10.4 — Entire Agreement.
This Agreement, together with Exhibit A attached hereto and the MIPA (to the extent incorporated by reference herein), constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations, understandings, discussions, term sheets, letters of intent, and agreements, whether written or oral, relating to such subject matter. No representations, warranties, covenants, or conditions, express or implied, whether by statute or otherwise, other than those contained in this Agreement, have been made by the Parties to this Agreement.
Section 10.5 — Amendments and Waivers.
No amendment, modification, supplement, or waiver of any provision of this Agreement shall be effective or binding upon either Party unless set forth in a written instrument that specifically refers to this Agreement and is duly executed by authorized representatives of both Parties. No waiver of any provision of this Agreement shall constitute a waiver of any other provision, and no waiver shall constitute a continuing waiver. The failure or delay by either Party in exercising any right, power, or remedy under this Agreement shall not operate as a waiver thereof, and no single or partial exercise of any such right, power, or remedy shall preclude any other or further exercise thereof or the exercise of any other right, power, or remedy.
Section 10.6 — Severability.
If any provision of this Agreement, or the application thereof to any Person or circumstance, is held by a court of competent jurisdiction or other authority to be invalid, illegal, or unenforceable for any reason, 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 had never been contained herein; provided, however, that the Parties shall negotiate in good faith to replace such invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that, to the extent possible, achieves the economic, business, and other purposes of the invalid, illegal, or unenforceable provision. If any provision of this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as is enforceable.
Section 10.7 — No Third-Party Beneficiaries.
This Agreement is for the sole benefit of the Parties hereto and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement; provided, however, that the Licensor Indemnified Parties and the Licensee Indemnified Parties identified in Sections 8.1 and 8.2, respectively, are intended third-party beneficiaries of such Sections and shall have the right to enforce such Sections directly, subject to the terms and conditions of this Agreement.
Section 10.8 — Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by electronic transmission (including portable document format (PDF), facsimile, or any electronic signature complying with the U.S. federal ESIGN Act of 2000 or the Uniform Electronic Transactions Act, as applicable) shall be effective as delivery of a manually executed original counterpart of this Agreement.
Section 10.9 — Further Assurances.
Each Party shall, at the reasonable request of the other Party and at the requesting Party's sole cost and expense (unless otherwise expressly provided herein), execute and deliver such further instruments, documents, and agreements, and take such further actions, as may be reasonably necessary or appropriate to carry out the purposes and intent of this Agreement and to consummate and give effect to the transactions contemplated hereby.
Section 10.10 — Relationship of the Parties.
The Parties are and shall remain independent contractors with respect to each other. Nothing in this Agreement shall be construed to create a joint venture, partnership, franchise, agency, employer-employee, or any other relationship between the Parties other than the contractual relationship expressly set forth herein. Neither Party shall have any right, power, or authority to create any obligation or responsibility on behalf of the other Party, and neither Party shall hold itself out as having any such right, power, or authority.
[Remainder of page intentionally left blank. Signature page follows.]
IN WITNESS WHEREOF, the Parties have caused this Trademark License Agreement to be duly executed by their respective authorized representatives as of the Effective Date.
LICENSOR:
RIDGELINE PUBLISHING ACQUISITION CORP.
By: ________
Name: Jonathan R. Caldwell
Title: President and Chief Executive Officer
Date: November 15, 2024
LICENSEE:
AURELIUS MEDIA HOLDINGS INC.
By: ________
Name: Victoria S. Chen
Title: Executive Vice President and General Counsel
Date: November 15, 2024
EXHIBIT A
LICENSED MARKS
The following marks constitute the "Licensed Marks" as defined in Section 1.1 of the Trademark License Agreement dated as of November 15, 2024 (the "Agreement"), by and between Ridgeline Publishing Acquisition Corp. ("Licensor") and Aurelius Media Holdings Inc. ("Licensee"). Capitalized terms used but not defined in this Exhibit A shall have the meanings assigned to them in the Agreement.
1. Word Mark
The word mark "MERIDIAN" (standing alone), as used in connection with the display, distribution, and archival of legacy digital content on Licensee's or its Affiliates' streaming platform(s).
2. Stylized Logo
The stylized "Meridian" logo, as depicted below, which was used in connection with digital content on Licensee's streaming platform as of the Closing Date:
[Logo image to be inserted — stylized "Meridian" wordmark in Garamond typeface, navy blue (Pantone 289 C), with horizontal rule element beneath]
3. Applicable U.S. Trademark Registrations
4. Applicable Canadian Trademark Registrations
5. Exclusions
The Licensed Marks expressly exclude the following marks and logos, which are not licensed to Licensee hereunder and remain the exclusive property of Licensor (through its ownership of MPH and its subsidiaries):
(a) The composite "MERIDIAN PRESS" mark (as used in book publishing), including U.S. Registration No. 3,892,107 and Canadian Registration No. TMA876,543, and all associated logos;
(b) The "BELLWEATHER ACADEMIC" mark, including U.S. Registration No. 4,201,556 and Canadian Registration No. TMA923,781, and all associated logos;
(c) The "FOXGLOVE" mark, including U.S. Registration No. 5,432,901 and Canadian Registration No. TMA1,078,214, and all associated logos; and
(d) Any and all other marks, logos, trade names, trade dress, and associated intellectual property owned by Licensor, MPH, or their respective subsidiaries that are not specifically identified in Sections 1 through 4 of this Exhibit A.
6. Ownership
The Licensed Marks identified in this Exhibit A are owned by Licensor through its ownership of Meridian Press Holdings LLC and its subsidiaries, and all registrations listed above remain in the name of the applicable registrant entity within the MPH corporate group. Nothing in this Exhibit A or in the Agreement shall be construed as a transfer of ownership of any registration or any underlying right, title, or interest in or to the Licensed Marks.
[End of Exhibit A]
Registration No. | Mark | Registrant | Class | Registration Date
4,521,903 | MERIDIAN (standard characters) | Meridian Press Holdings LLC | IC 009, IC 016, IC 041 | March 18, 2014
5,107,448 | MERIDIAN (stylized) | Meridian Press Holdings LLC | IC 009, IC 041 | January 10, 2017
Registration No. | Mark | Registrant | Registration Date
TMA987,214 | MERIDIAN (standard characters) | Meridian Press Canada ULC | June 22, 2015
TMA1,042,889 | MERIDIAN (stylized) | Meridian Press Canada ULC | September 5, 2018

TRADEMARK LICENSE AGREEMENT

RIDGELINE PUBLISHING ACQUISITION CORP.

AURELIUS MEDIA HOLDINGS INC.

TABLE OF CONTENTS

TRADEMARK LICENSE AGREEMENT

RECITALS

LICENSOR:

RIDGELINE PUBLISHING ACQUISITION CORP.

LICENSEE:

AURELIUS MEDIA HOLDINGS INC.

EXHIBIT A

LICENSED MARKS

Record

Parties

Dates

Amounts