Contract analysis

Section 1. Bring-Down of Representations and Warranties The undersigned hereby certifies, on behalf of Seller, that each of the representations and warranties of Seller contained in Article IV of the Agreement (collectively, the "Seller Representations") is true and correct in all material respects as of the date of the Agreement (July 19, 2024) and as of the Closing Date, November 15, 2024, with the same force and e

Section 2. Performance of Covenants The undersigned hereby certifies, on behalf of Seller, that Seller has duly performed and complied in all material respects with all agreements, covenants, conditions, and obligations required by the Agreement to be performed or complied with by Seller at or prior to the Closing, including without limitation those set forth in Articles V, VI, and VII of the Agreement. Without limit

Section 3. No Material Adverse Effect The undersigned hereby certifies, on behalf of Seller, that since July 19, 2024 (the date of the Agreement), no Material Adverse Effect (as defined in the Agreement) has occurred with respect to the Business, and no change, event, occurrence, condition, or development has occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material A

Section 4. Governmental and Third-Party Approvals The undersigned hereby certifies, on behalf of Seller, as follows: (a) Governmental Approvals. All governmental approvals required to be obtained by Seller as a condition to the Closing under the Agreement, including those set forth in Section 8.1(b) of the Agreement, have been duly obtained, granted, or made, and all applicable waiting periods have expired or been te

Section 5. No Proceedings The undersigned hereby certifies, on behalf of Seller, that no action, suit, proceeding, claim, arbitration, mediation, or investigation by or before any governmental authority, arbitral tribunal, or any other person is pending or, to the knowledge of Seller, threatened against Seller or any of its affiliates (including the Company and each Company Subsidiary) that: (a) challenges, or would

Section 6. Seller Disclosure Schedules The undersigned hereby certifies, on behalf of Seller, that the Seller Disclosure Schedules delivered by Seller to Buyer on July 19, 2024, in connection with the execution and delivery of the Agreement, remain true, correct, and complete in all material respects as of the Closing Date, subject to and as supplemented or amended in accordance with the terms of Section 6.10 of the

Section 7. Reliance; No Other Representations This Certificate is being delivered by the undersigned on behalf of Seller to Buyer solely for the purpose of satisfying the closing conditions set forth in Section 8.2(a), Section 8.2(b), and Section 8.2(c) of the Agreement, and for no other purpose. Buyer is entitled to rely on this Certificate and the certifications contained herein in connection with the Closing and t

Section 8. Agreement Definitions Control All capitalized terms used and not otherwise defined in this Certificate shall have the respective meanings assigned to such terms in the Agreement (the Membership Interest Purchase Agreement, dated as of July 19, 2024, by and among Aurelius Media Holdings Inc., Ridgeline Publishing Acquisition Corp., Aurelius Global Media Group PLC, and Pinnacle Ridge Capital Partners Fund IV