Contract analysis

Section 1. Certificate of Incorporation The undersigned hereby certifies that attached hereto as Exhibit A is a true, correct, and complete copy of the Certificate of Incorporation of Aurelius Media Holdings Inc. (Delaware Secretary of State file no. 5987324), including all amendments, restatements, certificates of designation, and supplements thereto, as currently in effect as of the date hereof. No amendments to th

Section 2. Bylaws The undersigned hereby certifies that attached hereto as Exhibit B is a true, correct, and complete copy of the Bylaws of Aurelius Media Holdings Inc., as amended through the date hereof and as currently in effect as of the date hereof. Said Bylaws have not been further amended, modified, supplemented, rescinded, or revoked and remain in full force and effect as of the date hereof. No action has bee

Section 3. Board Resolutions The undersigned hereby certifies that attached hereto as Exhibit C is a true, correct, and complete copy of the resolutions (the "Resolutions") duly adopted by the Board of Directors of Aurelius Media Holdings Inc. on July 17, 2024, by unanimous written consent in lieu of a special meeting of the Board of Directors, in accordance with Section 141(f) of the Delaware General Corporation Law

Section 4. No Dissolution or Proceedings; Good Standing The undersigned hereby certifies that no proceedings have been taken, authorized, or are pending or, to the knowledge of the undersigned, threatened for the dissolution, liquidation, winding up, reorganization (whether voluntary or involuntary), or termination of Aurelius Media Holdings Inc., whether under the Delaware General Corporation Law, Title 11 of the Un

Section 5. Incumbency and Specimen Signatures The undersigned hereby certifies the names, titles, and genuine specimen signatures of each officer of Aurelius Media Holdings Inc. who has been duly authorized by the Board of Directors of the Company (pursuant to the Resolutions attached hereto as Exhibit C) to execute and deliver the MIPA and all ancillary transaction documents and closing deliverables on behalf of the

Section 6. No Conflicts or Violations The undersigned hereby certifies that the execution, delivery, and performance by the Company of the MIPA and each of the ancillary transaction documents to which the Company is or will be a party, and the consummation of the transactions contemplated thereby, including the sale and transfer of 100% of the Membership Interests in Meridian Press Holdings LLC to Buyer, do not and w