Contract analysis

Section 1. Introductory Recital This Certification of Non-Foreign Status (this "Certificate") is delivered pursuant to Section 9.2(e) of that certain Membership Interest Purchase Agreement, dated as of July 19, 2024 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Purchase Agreement"), by and among Aurelius Media Holdings Inc., a Delaware corporation ("Seller"), Ridge

Section 2. Certifications Under Penalty of Perjury The undersigned, being a duly authorized officer of Aurelius Media Holdings Inc., hereby certifies, represents, and warrants to Buyer, under penalty of perjury, as follows: (a) Identity of Transferor. The transferor of the Membership Interests is Aurelius Media Holdings Inc. Aurelius Media Holdings Inc. is a corporation duly organized, validly existing, and in good s

Section 3. No Withholding Required Based on the foregoing certifications, representations, and warranties set forth in Section 2 of this Certificate, and in reliance upon the provisions of Section 1445(b)(2) of the Code and Treasury Regulations Section 1.1445-2(b), no withholding of tax is required under Section 1445 of the Code in connection with Buyer's acquisition of the Membership Interests from Seller at the Clo

Section 4. Acknowledgments and Agreements (a) Penalty of Perjury Acknowledgment. The undersigned understands and acknowledges that this Certificate is made under penalty of perjury as provided in Section 1746 of Title 28 of the United States Code. The undersigned further understands and acknowledges that this Certificate may be disclosed by Buyer to the Internal Revenue Service and that any false statement contained

Section 5. General Provisions This Certificate shall be construed in accordance with, and governed by, the laws of the State of Delaware without giving effect to any choice-of-law or conflict-of-law rules or provisions that would cause the application of the laws of any jurisdiction other than the State of Delaware. This Certificate is being delivered solely for the purposes contemplated by Section 1445 of the Code a