1017-00006 · Aurelius Global Media Group · Closing

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CLOSING CERTIFICATE OF SELLER

Pursuant to Section 8.2(c) of the Membership Interest Purchase Agreement

November 15, 2024

Date: November 15, 2024

Delivered by:

Aurelius Media Holdings Inc., a Delaware corporation (Delaware Secretary of State File No. 5987324) ("Seller")

Delivered to:

Ridgeline Publishing Acquisition Corp., a Delaware corporation (Delaware Secretary of State File No. 6501982) ("Buyer")

Reference Document:

That certain Membership Interest Purchase Agreement, dated as of July 19, 2024 (as may be amended, supplemented, or otherwise modified from time to time in accordance with its terms, the "Agreement" or the "MIPA"), by and among Aurelius Media Holdings Inc., a Delaware corporation, as Seller, Ridgeline Publishing Acquisition Corp., a Delaware corporation, as Buyer, and, solely for purposes of certain provisions thereof (including Article X (Parent Guarantee) and Article XI (Sponsor Guarantee)), Aurelius Global Media Group PLC, a public limited company organized under the laws of England and Wales ("Parent"), and Pinnacle Ridge Capital Partners Fund IV, L.P., a Delaware limited partnership ("Sponsor").

Transaction:

The sale, transfer, conveyance, assignment, and delivery by Seller to Buyer of one hundred percent (100%) of the issued and outstanding membership interests (the "Membership Interests") in Meridian Press Holdings LLC, a Delaware limited liability company (Delaware Secretary of State File No. 4521889) (the "Company"), together with the other transactions contemplated by the Agreement.

RECITALS AND INTRODUCTORY STATEMENT

This Closing Certificate (this "Certificate") is delivered by the undersigned, Claudia Restrepo, General Counsel and duly authorized officer of Aurelius Media Holdings Inc., a Delaware corporation, to Ridgeline Publishing Acquisition Corp., a Delaware corporation, pursuant to Section 8.2(c) of the Agreement, as a condition to the obligations of Buyer to consummate the Closing under the Agreement. The undersigned has been duly authorized to execute and deliver this Certificate on behalf of Seller pursuant to resolutions of the Board of Directors of Seller, adopted at a duly convened meeting held on July 17, 2024 (the "Board Resolution"), a true and correct copy of which has been separately delivered to Buyer on the date hereof as part of the Secretary's Certificate required under Section 8.2(d) of the Agreement.

The closing of the transactions contemplated by the Agreement (the "Closing") is occurring on November 15, 2024 (the "Closing Date").

All capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Agreement, as further described in Section 8 below.

The undersigned, in her capacity as General Counsel and an authorized officer of Seller, and on the basis of such investigation and inquiry as she has deemed necessary and appropriate in connection with the preparation and delivery of this Certificate, and having consulted with other officers, employees, and advisors of Seller and the Company, hereby certifies to Buyer as follows:

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 effect as though such representations and warranties had been made on and as of the Closing Date, except to the extent that any such representation or warranty expressly relates to a specified earlier date, in which case such representation or warranty is true and correct in all material respects as of such earlier date. The foregoing certification is made without giving effect to any "materiality," "Material Adverse Effect," or similar qualifiers contained in such representations and warranties (other than as expressly set forth in the bring-down condition in Section 8.2(a) of the Agreement and other than with respect to those representations and warranties set forth in Section 4.1 (Organization), Section 4.2 (Authority), Section 4.3 (Capitalization), and Section 4.22 (Brokers), which representations and warranties are true and correct in all respects (other than de minimis inaccuracies) as of the date of the Agreement and as of the Closing Date).

The representations and warranties of Seller subject to this bring-down certification include, without limitation, Seller's representations regarding the following matters:

(a) Organization, Good Standing, and Qualification (Section 4.1). The due organization, valid existence, and good standing of Seller (Aurelius Media Holdings Inc., a Delaware corporation), the Company (Meridian Press Holdings LLC, a Delaware limited liability company), and each of the Company's direct and indirect subsidiaries, including: (i) Meridian Distribution Services Inc., a Delaware corporation; (ii) Bellweather Academic Press Inc., a Delaware corporation; (iii) Foxglove Media LLC, a Delaware limited liability company; and (iv) Meridian Press Canada ULC, an unlimited liability company organized under the laws of the Province of Nova Scotia, Canada (collectively, the "Company Subsidiaries" and, together with the Company, the "Company Group"), and the qualification of each such entity to transact business in each jurisdiction where the nature of its business or the ownership or leasing of its properties requires such qualification.

(b) Authority and Enforceability (Section 4.2). The corporate power and authority of Seller to execute, deliver, and perform the Agreement and each of the ancillary agreements and documents to which Seller is a party, and to consummate the transactions contemplated thereby, and the due authorization, execution, delivery, and enforceability of the Agreement and each such ancillary agreement against Seller in accordance with their respective terms, subject to customary enforceability exceptions relating to bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general equitable principles.

(c) Capitalization (Section 4.3). The capitalization of the Company, including that one hundred percent (100%) of the issued and outstanding membership interests of Meridian Press Holdings LLC are owned of record and beneficially by Seller, free and clear of all Liens (other than Permitted Liens and Liens arising under applicable securities laws), and that there are no outstanding options, warrants, rights, convertible or exchangeable securities, "phantom" equity, equity appreciation rights, or other agreements or commitments relating to the equity interests of the Company or any Company Subsidiary.

(d) No Conflicts or Violations (Section 4.4). That neither the execution, delivery, and performance of the Agreement nor the consummation of the transactions contemplated thereby will (i) violate any provision of the organizational documents of Seller, the Company, or any Company Subsidiary, (ii) conflict with, result in a breach of, or constitute a default under any material contract, agreement, or instrument to which Seller, the Company, or any Company Subsidiary is a party or by which any of their respective assets is bound (after giving effect to all consents and waivers obtained), or (iii) violate any applicable law, order, judgment, or decree.

(e) Consents and Approvals (Section 4.5). That all material consents, approvals, authorizations, orders, filings, registrations, and declarations required to be obtained or made by Seller, the Company, or any Company Subsidiary in connection with the execution, delivery, and performance of the Agreement and the consummation of the transactions contemplated thereby have been duly obtained or made, as applicable.

(f) Financial Statements (Section 4.6). The accuracy and completeness of the financial statements of the Business delivered to Buyer, including the carve-out audited financial statements of the Company Group for the fiscal years ended December 31, 2023, December 31, 2022, and December 31, 2021, together with the unaudited interim financial statements for the six-month period ended June 30, 2024 (collectively, the "Financial Statements"), which carve-out audited financial statements were delivered to Buyer on June 14, 2024 and were prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods covered thereby, subject, in the case of the unaudited interim financial statements, to the absence of footnotes and to normal year-end adjustments (none of which, individually or in the aggregate, are material).

(g) Absence of Undisclosed Liabilities (Section 4.7). That neither the Company nor any Company Subsidiary has any liabilities of a type required to be reflected on or reserved against in a balance sheet prepared in accordance with GAAP, except as reflected or reserved against in the most recent balance sheet included in the Financial Statements, incurred in the ordinary course of business since the date thereof, arising under the Agreement or any ancillary agreement, or that would not reasonably be expected to be material to the Company Group taken as a whole.

(h) Absence of Certain Changes (Section 4.8). That since December 31, 2023 (the date of the most recent audited balance sheet included in the Financial Statements), (i) the Business has been conducted in the ordinary course of business in all material respects and (ii) there has not been any change, event, occurrence, or development that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(i) Material Contracts (Section 4.9). The accuracy of the representations and warranties regarding the material contracts of the Company Group, including the identification and status of all contracts required to be disclosed on the Seller Disclosure Schedules, and that each such material contract is in full force and effect and constitutes a legal, valid, and binding obligation of the applicable member of the Company Group and, to the knowledge of Seller, of each other party thereto.

(j) Real Property (Section 4.10). The accuracy of the representations and warranties regarding the real property of the Company Group, including (i) the owned real properties located at: (A) 1200 Commerce Drive, Edison, New Jersey 08837; (B) 4500 Industrial Parkway South, Columbus, Ohio 43228; (C) 8700 Distribution Lane, Suite 200, Dallas, Texas 75247; and (D) 2300 Warehouse Boulevard, Reno, Nevada 89521; and (ii) the eight (8) leased properties in the United States and two (2) leased properties in Canada, as set forth on Schedule 4.10(b) of the Seller Disclosure Schedules, and the good and marketable title of the applicable members of the Company Group to such owned properties and valid leasehold interests in such leased properties, in each case free and clear of all Liens other than Permitted Liens.

(k) intellectual Property (Section 4.11). The accuracy of the representations and warranties regarding the intellectual property of the Company Group, including the ownership by or valid license to the applicable members of the Company Group of all material intellectual property used in the conduct of the Business as presently conducted, including without limitation the "Meridian Press," "Bellweather Academic," and "Foxglove" trademarks and all related trade names, service marks, logos, domain names, and associated goodwill, as well as all copyrights, trade secrets, proprietary content, and related intellectual property rights.

(l) Employees and Employee Benefits (Section 4.12). The accuracy of the representations and warranties regarding the employees and employee benefit plans of the Company Group, including with respect to the approximately two thousand four hundred (2,400) employees of the Company Group, the compliance of the employee benefit plans with applicable law, and the matters described on Schedule 4.12 of the Seller Disclosure Schedules.

(m) Tax Matters (Section 4.13). The accuracy of the representations and warranties regarding the tax matters of the Company Group, including that all material tax returns have been duly and timely filed (taking into account applicable extensions) and all material taxes due and payable have been paid, and that there are no material tax liens on any assets of the Company Group (other than Permitted Liens).

(n) Environmental Matters (Section 4.14). The accuracy of the representations and warranties regarding environmental matters of the Company Group, including compliance with applicable environmental laws and the absence of any material environmental liabilities.

(o) Insurance (Section 4.15). The accuracy of the representations and warranties regarding the insurance policies maintained by or for the benefit of the Company Group and the Business.

(p) Litigation (Section 4.16). The accuracy of the representations and warranties regarding pending or threatened actions, suits, proceedings, claims, arbitrations, or investigations involving the Company Group, as set forth on Schedule 4.16 of the Seller Disclosure Schedules.

(q) Brokers and Finders (Section 4.22). That no broker, investment banker, financial advisor, finder, or other person is entitled to any broker's, finder's, financial advisor's, or other similar fee or commission in connection with the transactions contemplated by the Agreement based upon arrangements made by or on behalf of Seller or any of its affiliates, other than Haverford Whitmore & Co., whose engagement as Seller's exclusive financial advisor has been disclosed to Buyer, and whose fees and expenses shall be borne solely by Seller and shall not constitute an obligation of the Company, any Company Subsidiary, or Buyer following the Closing.

(r) Compliance with Laws (Section 4.17). The accuracy of the representations and warranties regarding the compliance by the Company Group with all applicable laws, regulations, orders, and governmental requirements.

The undersigned further certifies, on behalf of Seller, that, as of the Closing Date, no fact, circumstance, event, change, occurrence, condition, or development exists that, individually or in the aggregate, would cause any representation or warranty of Seller contained in Article IV of the Agreement to fail to be true and correct in all material respects (or, in the case of the Fundamental Representations set forth in Sections 4.1, 4.2, 4.3, and 4.22 of the Agreement, true and correct in all respects other than de minimis inaccuracies) as of the Closing Date (or, if any such representation or warranty expressly relates to a specified earlier date, as of such earlier date).

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 limiting the generality of the foregoing certification, the undersigned confirms that:

(a) Conduct of Business in the Ordinary Course. During the period from the date of the Agreement (July 19, 2024) through the Closing Date (November 15, 2024), Seller has caused the Company and each Company Subsidiary to conduct the Business in the ordinary course of business consistent with past practice in all material respects, in accordance with the interim operating covenants set forth in Section 6.1 of the Agreement, and Seller has not taken, and has not permitted the Company or any Company Subsidiary to take, any action that would have required the consent of Buyer under Section 6.1 of the Agreement without first obtaining such consent (or obtaining a waiver thereof from Buyer).

(b) Cooperation with Regulatory Filings and Approvals. Seller has cooperated with Buyer in good faith in connection with all regulatory filings, approvals, and clearances required in connection with the transactions contemplated by the Agreement, including without limitation filings and submissions under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and the Canadian Competition Act (R.S.C. 1985, c. C-34), as more fully described in Section 4 below.

(c) Delivery of Seller Closing Deliverables. Seller has delivered, or is delivering concurrently with the Closing, all closing deliverables required to be delivered by Seller pursuant to Section 3.2 of the Agreement, including: (i) the duly executed Assignment of Membership Interests with respect to the Membership Interests, (ii) this Certificate, (iii) the Secretary's Certificate of Seller (including incumbency and good standing certificates), (iv) FIRPTA Certificates in accordance with Treasury Regulations Section 1.1445-2(b), (v) the duly executed Transition Services Agreement, (vi) the duly executed intellectual Property License Agreement, (vii) all required payoff letters and Lien release documentation with respect to indebtedness of the Company Group, (viii) evidence of the termination of the Shared Services Intercompany Agreement, (ix) evidence of the repayment of the intercompany promissory note described in clause (g) below, and (x) all other documents, instruments, and certificates required to be delivered by Seller at the Closing under the Agreement.

(d) Access to Books and Records. Seller has provided Buyer and its representatives with reasonable access to the books, records, properties, personnel, and other information of the Company Group as required by Section 6.3 of the Agreement, subject to the limitations and restrictions set forth therein.

(e) Third-Party Consents. Seller has used its commercially reasonable efforts to obtain all required third-party consents and approvals in connection with the transactions contemplated by the Agreement, as required by Section 6.4 of the Agreement, and all such consents have been duly obtained prior to the Closing Date, including without limitation: (i) the consent of Oakbridge International Ltd. under the Oakbridge Distribution Alliance Agreement, dated as of March 15, 2019 (as amended), which consent was obtained on July 2, 2024; (ii) the consents of the counterparties to five (5) major author and content license agreements of the Company Group, which consents were obtained between June 2024 and October 2024 as set forth on Schedule 6.4 of the Seller Disclosure Schedules; and (iii) the consents of four (4) landlords with respect to leased properties of the Company Group, which consents were obtained between August 2024 and November 1, 2024, with the final such landlord consent having been obtained on November 1, 2024. True, correct, and complete copies of all such third-party consents have been delivered to Buyer on or prior to the Closing Date.

(f) Termination of Shared Services Intercompany Agreement. Seller has caused the Shared Services Intercompany Agreement, dated as of January 1, 2018, by and between Aurelius Media Holdings Inc. and Meridian Press Holdings LLC (as amended from time to time), to be terminated effective as of the Closing, in accordance with Section 6.8 of the Agreement, and no further obligations shall remain outstanding under such agreement following the Closing (other than any obligations expressly surviving termination thereof and identified on Schedule 6.8 of the Seller Disclosure Schedules).

(g) Repayment of Intercompany Promissory Note. Seller has caused the repayment in full, at or immediately prior to the Closing, of the intercompany promissory note in the original principal amount of Fifty Million Dollars ($50,000,000) issued by Meridian Press Holdings LLC in favor of Aurelius Media Holdings Inc. on September 1, 2022 (the "Intercompany Note"), including all accrued and unpaid interest thereon through the Closing Date, and the Intercompany Note has been cancelled and marked "Paid in Full" and delivered to Buyer. Following such repayment and cancellation, no intercompany indebtedness exists between any member of the Company Group, on the one hand, and Seller or any of Seller's affiliates (other than members of the Company Group), on the other hand.

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 Adverse Effect.

For purposes of this certification, "Material Adverse Effect" has the meaning set forth in Section 1.1 of the Agreement, which means any change, event, occurrence, condition, circumstance, or development that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on (a) the business, financial condition, assets, liabilities, or results of operations of the Business (meaning the Company Group), taken as a whole, or (b) the ability of Seller to consummate the transactions contemplated by the Agreement on or prior to the Outside Date; provided, however, that none of the following (individually or in the aggregate) shall be deemed to constitute, or shall be taken into account in determining whether there has been, or would reasonably be expected to be, a Material Adverse Effect:

(i) changes in general economic, financial, or market conditions (including changes in interest rates, currency exchange rates, commodity prices, or credit markets) in the United States, Canada, or any other jurisdiction in which the Company Group operates;

(ii) changes that are generally applicable to the industries or markets in which the Business operates, including changes in the publishing, media, and content distribution industries;

(iii) changes in any applicable law, regulation, or order or the interpretation thereof by any governmental authority, or changes in GAAP or other applicable accounting principles or standards or the interpretation thereof;

(iv) natural disasters, epidemics, pandemics (including COVID-19 and any variants thereof), weather events, or other force majeure events;

(v) acts of war (whether or not declared), armed hostilities, sabotage, terrorism, or any escalation or worsening of any of the foregoing;

(vi) any failure by the Company Group to meet any internal or published projections, forecasts, estimates, or predictions of revenue, earnings, or other financial or operating metrics for any period (it being understood that the underlying causes of any such failure may be taken into account in determining whether a Material Adverse Effect has occurred, to the extent such underlying causes are not otherwise excluded by clauses (i) through (v) or (vii) through (viii) of this proviso); or

(vii) effects arising directly from the announcement or pendency of the transactions contemplated by the Agreement, including the impact thereof on relationships with customers, suppliers, employees, or other business partners;

(viii) any action taken or omitted to be taken by Seller, the Company, or any Company Subsidiary at the express written request or direction of Buyer or required by the terms of the Agreement;

provided, further, that with respect to each of clauses (i), (ii), (iii), (iv), and (v) above, such changes, events, occurrences, conditions, or developments shall not be excluded to the extent they disproportionately affect the Company Group relative to other participants in the industries and markets in which the Company Group operates.

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 terminated, including:

(i) HSR Act. The notification and report forms required to be filed under the HSR Act with the Federal Trade Commission (the "FTC") and the Antitrust Division of the United States Department of Justice (the "DOJ") were duly filed by Seller and Buyer on June 5, 2024. Early termination of the applicable waiting period under the HSR Act was granted by the FTC on June 28, 2024 (HSR Transaction No. 20241537), and no request for additional information or documentary material (a "second request") was issued by either the FTC or the DOJ in connection with the transactions contemplated by the Agreement.

(ii) Canadian Competition Act. The pre-merger notification filing required under Part IX of the Canadian Competition Act (R.S.C. 1985, c. C-34) was duly submitted by Seller and Buyer to the Competition Bureau of Canada. Clearance under the Canadian Competition Act was received from the Commissioner of Competition on July 30, 2024, and no supplementary information request was issued in connection therewith.

(b) No Restraining Orders or Injunctions. No temporary restraining order, preliminary or permanent injunction, cease-and-desist order, or other order, decree, or ruling issued by any court of competent jurisdiction, governmental authority, or regulatory body is in effect that would prevent, enjoin, restrain, or materially delay the consummation of the transactions contemplated by the Agreement, and no statute, rule, regulation, executive order, or other law has been enacted, entered, promulgated, enforced, or deemed applicable by any governmental authority that would make the consummation of the transactions contemplated by the Agreement illegal or otherwise prohibit the consummation thereof.

(c) No Pending or Threatened Actions. No action, suit, proceeding, investigation, or inquiry by or before any governmental authority is pending or, to the knowledge of Seller, threatened that seeks to prevent, enjoin, restrain, or materially delay the Closing or that challenges the validity or legality of the transactions contemplated by the Agreement.

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 reasonably be expected to challenge, the validity or enforceability of the Agreement or any ancillary agreement; (b) seeks to prevent, enjoin, restrain, or materially delay the consummation of any of the transactions contemplated by the Agreement; (c) would reasonably be expected to make illegal the consummation of any of the transactions contemplated by the Agreement; or (d) seeks material damages or other material relief in connection with the transactions contemplated by the Agreement.

The undersigned further certifies that no order, writ, judgment, injunction, decree, stipulation, ruling, determination, or award has been entered or issued by any court, governmental authority, or arbitral tribunal that would have any of the effects described in clauses (a) through (d) of the preceding paragraph.

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 Agreement (if applicable). To the extent that Seller has delivered any supplements or amendments to the Seller Disclosure Schedules in accordance with the Agreement prior to the Closing Date, such supplements or amendments have been timely and properly delivered, and the Seller Disclosure Schedules, as so supplemented or amended, are true, correct, and complete in all material respects as of the Closing Date.

Without limiting the foregoing, the undersigned confirms that the matters disclosed on the Seller Disclosure Schedules, as supplemented or amended through the Closing Date, do not reflect any matter or development that, individually or in the aggregate, would constitute or give rise to a Material Adverse Effect.

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 the consummation of the transactions contemplated by the Agreement.

Notwithstanding anything to the contrary herein, the certifications set forth in this Certificate are made by the undersigned solely in her capacity as General Counsel and a duly authorized officer of Seller and not in any individual or personal capacity, and the undersigned shall have no personal liability whatsoever in respect of this Certificate or any certification contained herein. Nothing in this Certificate shall be deemed to modify, amend, supplement, or waive any provision of the Agreement or any ancillary agreement.

This Certificate shall not confer any rights or remedies upon any person or entity other than Buyer and its successors and permitted assigns under the Agreement, and no other person or entity shall be entitled to rely on the certifications contained herein or to assert any claim or cause of action in connection therewith.

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, L.P.). In the event of any conflict or inconsistency between the terms of this Certificate and the terms of the Agreement, the terms of the Agreement shall control and govern.

[Signature Page Follows]

[SIGNATURE PAGE TO CLOSING CERTIFICATE OF SELLER]

IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Closing Certificate on behalf of Aurelius Media Holdings Inc. as of the date first written above.

AURELIUS MEDIA HOLDINGS INC.

By: ________

Name: Claudia Restrepo

Title: General Counsel and Authorized Signatory

Date: November 15, 2024

Address for notices to Seller (pursuant to Section 12.1 of the Agreement):

Aurelius Media Holdings Inc. c/o Aurelius Global Media Group PLC 14 Clarges Street London W1J 8AQ United Kingdom

Attention: General Counsel

Email: legal@aureliusmedia.com

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

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

Attention: Beatrice Holloway, Esq.

Email: bholloway@calderwoodharkness.com

CLOSING CERTIFICATE OF SELLER
Pursuant to Section 8.2(c) of the Membership Interest Purchase Agreement
November 15, 2024
Date: November 15, 2024
Delivered by:
Aurelius Media Holdings Inc., a Delaware corporation (Delaware Secretary of State File No. 5987324) ("Seller")
Delivered to:
Ridgeline Publishing Acquisition Corp., a Delaware corporation (Delaware Secretary of State File No. 6501982) ("Buyer")
Reference Document:
That certain Membership Interest Purchase Agreement, dated as of July 19, 2024 (as may be amended, supplemented, or otherwise modified from time to time in accordance with its terms, the "Agreement" or the "MIPA"), by and among Aurelius Media Holdings Inc., a Delaware corporation, as Seller, Ridgeline Publishing Acquisition Corp., a Delaware corporation, as Buyer, and, solely for purposes of certain provisions thereof (including Article X (Parent Guarantee) and Article XI (Sponsor Guarantee)), Aurelius Global Media Group PLC, a public limited company organized under the laws of England and Wales ("Parent"), and Pinnacle Ridge Capital Partners Fund IV, L.P., a Delaware limited partnership ("Sponsor").
Transaction:
The sale, transfer, conveyance, assignment, and delivery by Seller to Buyer of one hundred percent (100%) of the issued and outstanding membership interests (the "Membership Interests") in Meridian Press Holdings LLC, a Delaware limited liability company (Delaware Secretary of State File No. 4521889) (the "Company"), together with the other transactions contemplated by the Agreement.
RECITALS AND INTRODUCTORY STATEMENT
This Closing Certificate (this "Certificate") is delivered by the undersigned, Claudia Restrepo, General Counsel and duly authorized officer of Aurelius Media Holdings Inc., a Delaware corporation, to Ridgeline Publishing Acquisition Corp., a Delaware corporation, pursuant to Section 8.2(c) of the Agreement, as a condition to the obligations of Buyer to consummate the Closing under the Agreement. The undersigned has been duly authorized to execute and deliver this Certificate on behalf of Seller pursuant to resolutions of the Board of Directors of Seller, adopted at a duly convened meeting held on July 17, 2024 (the "Board Resolution"), a true and correct copy of which has been separately delivered to Buyer on the date hereof as part of the Secretary's Certificate required under Section 8.2(d) of the Agreement.
The closing of the transactions contemplated by the Agreement (the "Closing") is occurring on November 15, 2024 (the "Closing Date").
All capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Agreement, as further described in Section 8 below.
The undersigned, in her capacity as General Counsel and an authorized officer of Seller, and on the basis of such investigation and inquiry as she has deemed necessary and appropriate in connection with the preparation and delivery of this Certificate, and having consulted with other officers, employees, and advisors of Seller and the Company, hereby certifies to Buyer as follows:
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 effect as though such representations and warranties had been made on and as of the Closing Date, except to the extent that any such representation or warranty expressly relates to a specified earlier date, in which case such representation or warranty is true and correct in all material respects as of such earlier date. The foregoing certification is made without giving effect to any "materiality," "Material Adverse Effect," or similar qualifiers contained in such representations and warranties (other than as expressly set forth in the bring-down condition in Section 8.2(a) of the Agreement and other than with respect to those representations and warranties set forth in Section 4.1 (Organization), Section 4.2 (Authority), Section 4.3 (Capitalization), and Section 4.22 (Brokers), which representations and warranties are true and correct in all respects (other than de minimis inaccuracies) as of the date of the Agreement and as of the Closing Date).
The representations and warranties of Seller subject to this bring-down certification include, without limitation, Seller's representations regarding the following matters:
(a) Organization, Good Standing, and Qualification (Section 4.1). The due organization, valid existence, and good standing of Seller (Aurelius Media Holdings Inc., a Delaware corporation), the Company (Meridian Press Holdings LLC, a Delaware limited liability company), and each of the Company's direct and indirect subsidiaries, including: (i) Meridian Distribution Services Inc., a Delaware corporation; (ii) Bellweather Academic Press Inc., a Delaware corporation; (iii) Foxglove Media LLC, a Delaware limited liability company; and (iv) Meridian Press Canada ULC, an unlimited liability company organized under the laws of the Province of Nova Scotia, Canada (collectively, the "Company Subsidiaries" and, together with the Company, the "Company Group"), and the qualification of each such entity to transact business in each jurisdiction where the nature of its business or the ownership or leasing of its properties requires such qualification.
(b) Authority and Enforceability (Section 4.2). The corporate power and authority of Seller to execute, deliver, and perform the Agreement and each of the ancillary agreements and documents to which Seller is a party, and to consummate the transactions contemplated thereby, and the due authorization, execution, delivery, and enforceability of the Agreement and each such ancillary agreement against Seller in accordance with their respective terms, subject to customary enforceability exceptions relating to bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general equitable principles.
(c) Capitalization (Section 4.3). The capitalization of the Company, including that one hundred percent (100%) of the issued and outstanding membership interests of Meridian Press Holdings LLC are owned of record and beneficially by Seller, free and clear of all Liens (other than Permitted Liens and Liens arising under applicable securities laws), and that there are no outstanding options, warrants, rights, convertible or exchangeable securities, "phantom" equity, equity appreciation rights, or other agreements or commitments relating to the equity interests of the Company or any Company Subsidiary.
(d) No Conflicts or Violations (Section 4.4). That neither the execution, delivery, and performance of the Agreement nor the consummation of the transactions contemplated thereby will (i) violate any provision of the organizational documents of Seller, the Company, or any Company Subsidiary, (ii) conflict with, result in a breach of, or constitute a default under any material contract, agreement, or instrument to which Seller, the Company, or any Company Subsidiary is a party or by which any of their respective assets is bound (after giving effect to all consents and waivers obtained), or (iii) violate any applicable law, order, judgment, or decree.
(e) Consents and Approvals (Section 4.5). That all material consents, approvals, authorizations, orders, filings, registrations, and declarations required to be obtained or made by Seller, the Company, or any Company Subsidiary in connection with the execution, delivery, and performance of the Agreement and the consummation of the transactions contemplated thereby have been duly obtained or made, as applicable.
(f) Financial Statements (Section 4.6). The accuracy and completeness of the financial statements of the Business delivered to Buyer, including the carve-out audited financial statements of the Company Group for the fiscal years ended December 31, 2023, December 31, 2022, and December 31, 2021, together with the unaudited interim financial statements for the six-month period ended June 30, 2024 (collectively, the "Financial Statements"), which carve-out audited financial statements were delivered to Buyer on June 14, 2024 and were prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods covered thereby, subject, in the case of the unaudited interim financial statements, to the absence of footnotes and to normal year-end adjustments (none of which, individually or in the aggregate, are material).
(g) Absence of Undisclosed Liabilities (Section 4.7). That neither the Company nor any Company Subsidiary has any liabilities of a type required to be reflected on or reserved against in a balance sheet prepared in accordance with GAAP, except as reflected or reserved against in the most recent balance sheet included in the Financial Statements, incurred in the ordinary course of business since the date thereof, arising under the Agreement or any ancillary agreement, or that would not reasonably be expected to be material to the Company Group taken as a whole.
(h) Absence of Certain Changes (Section 4.8). That since December 31, 2023 (the date of the most recent audited balance sheet included in the Financial Statements), (i) the Business has been conducted in the ordinary course of business in all material respects and (ii) there has not been any change, event, occurrence, or development that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
(i) Material Contracts (Section 4.9). The accuracy of the representations and warranties regarding the material contracts of the Company Group, including the identification and status of all contracts required to be disclosed on the Seller Disclosure Schedules, and that each such material contract is in full force and effect and constitutes a legal, valid, and binding obligation of the applicable member of the Company Group and, to the knowledge of Seller, of each other party thereto.
(j) Real Property (Section 4.10). The accuracy of the representations and warranties regarding the real property of the Company Group, including (i) the owned real properties located at: (A) 1200 Commerce Drive, Edison, New Jersey 08837; (B) 4500 Industrial Parkway South, Columbus, Ohio 43228; (C) 8700 Distribution Lane, Suite 200, Dallas, Texas 75247; and (D) 2300 Warehouse Boulevard, Reno, Nevada 89521; and (ii) the eight (8) leased properties in the United States and two (2) leased properties in Canada, as set forth on Schedule 4.10(b) of the Seller Disclosure Schedules, and the good and marketable title of the applicable members of the Company Group to such owned properties and valid leasehold interests in such leased properties, in each case free and clear of all Liens other than Permitted Liens.
(k) intellectual Property (Section 4.11). The accuracy of the representations and warranties regarding the intellectual property of the Company Group, including the ownership by or valid license to the applicable members of the Company Group of all material intellectual property used in the conduct of the Business as presently conducted, including without limitation the "Meridian Press," "Bellweather Academic," and "Foxglove" trademarks and all related trade names, service marks, logos, domain names, and associated goodwill, as well as all copyrights, trade secrets, proprietary content, and related intellectual property rights.
(l) Employees and Employee Benefits (Section 4.12). The accuracy of the representations and warranties regarding the employees and employee benefit plans of the Company Group, including with respect to the approximately two thousand four hundred (2,400) employees of the Company Group, the compliance of the employee benefit plans with applicable law, and the matters described on Schedule 4.12 of the Seller Disclosure Schedules.
(m) Tax Matters (Section 4.13). The accuracy of the representations and warranties regarding the tax matters of the Company Group, including that all material tax returns have been duly and timely filed (taking into account applicable extensions) and all material taxes due and payable have been paid, and that there are no material tax liens on any assets of the Company Group (other than Permitted Liens).
(n) Environmental Matters (Section 4.14). The accuracy of the representations and warranties regarding environmental matters of the Company Group, including compliance with applicable environmental laws and the absence of any material environmental liabilities.
(o) Insurance (Section 4.15). The accuracy of the representations and warranties regarding the insurance policies maintained by or for the benefit of the Company Group and the Business.
(p) Litigation (Section 4.16). The accuracy of the representations and warranties regarding pending or threatened actions, suits, proceedings, claims, arbitrations, or investigations involving the Company Group, as set forth on Schedule 4.16 of the Seller Disclosure Schedules.
(q) Brokers and Finders (Section 4.22). That no broker, investment banker, financial advisor, finder, or other person is entitled to any broker's, finder's, financial advisor's, or other similar fee or commission in connection with the transactions contemplated by the Agreement based upon arrangements made by or on behalf of Seller or any of its affiliates, other than Haverford Whitmore & Co., whose engagement as Seller's exclusive financial advisor has been disclosed to Buyer, and whose fees and expenses shall be borne solely by Seller and shall not constitute an obligation of the Company, any Company Subsidiary, or Buyer following the Closing.
(r) Compliance with Laws (Section 4.17). The accuracy of the representations and warranties regarding the compliance by the Company Group with all applicable laws, regulations, orders, and governmental requirements.
The undersigned further certifies, on behalf of Seller, that, as of the Closing Date, no fact, circumstance, event, change, occurrence, condition, or development exists that, individually or in the aggregate, would cause any representation or warranty of Seller contained in Article IV of the Agreement to fail to be true and correct in all material respects (or, in the case of the Fundamental Representations set forth in Sections 4.1, 4.2, 4.3, and 4.22 of the Agreement, true and correct in all respects other than de minimis inaccuracies) as of the Closing Date (or, if any such representation or warranty expressly relates to a specified earlier date, as of such earlier date).
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 limiting the generality of the foregoing certification, the undersigned confirms that:
(a) Conduct of Business in the Ordinary Course. During the period from the date of the Agreement (July 19, 2024) through the Closing Date (November 15, 2024), Seller has caused the Company and each Company Subsidiary to conduct the Business in the ordinary course of business consistent with past practice in all material respects, in accordance with the interim operating covenants set forth in Section 6.1 of the Agreement, and Seller has not taken, and has not permitted the Company or any Company Subsidiary to take, any action that would have required the consent of Buyer under Section 6.1 of the Agreement without first obtaining such consent (or obtaining a waiver thereof from Buyer).
(b) Cooperation with Regulatory Filings and Approvals. Seller has cooperated with Buyer in good faith in connection with all regulatory filings, approvals, and clearances required in connection with the transactions contemplated by the Agreement, including without limitation filings and submissions under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and the Canadian Competition Act (R.S.C. 1985, c. C-34), as more fully described in Section 4 below.
(c) Delivery of Seller Closing Deliverables. Seller has delivered, or is delivering concurrently with the Closing, all closing deliverables required to be delivered by Seller pursuant to Section 3.2 of the Agreement, including: (i) the duly executed Assignment of Membership Interests with respect to the Membership Interests, (ii) this Certificate, (iii) the Secretary's Certificate of Seller (including incumbency and good standing certificates), (iv) FIRPTA Certificates in accordance with Treasury Regulations Section 1.1445-2(b), (v) the duly executed Transition Services Agreement, (vi) the duly executed intellectual Property License Agreement, (vii) all required payoff letters and Lien release documentation with respect to indebtedness of the Company Group, (viii) evidence of the termination of the Shared Services Intercompany Agreement, (ix) evidence of the repayment of the intercompany promissory note described in clause (g) below, and (x) all other documents, instruments, and certificates required to be delivered by Seller at the Closing under the Agreement.
(d) Access to Books and Records. Seller has provided Buyer and its representatives with reasonable access to the books, records, properties, personnel, and other information of the Company Group as required by Section 6.3 of the Agreement, subject to the limitations and restrictions set forth therein.
(e) Third-Party Consents. Seller has used its commercially reasonable efforts to obtain all required third-party consents and approvals in connection with the transactions contemplated by the Agreement, as required by Section 6.4 of the Agreement, and all such consents have been duly obtained prior to the Closing Date, including without limitation: (i) the consent of Oakbridge International Ltd. under the Oakbridge Distribution Alliance Agreement, dated as of March 15, 2019 (as amended), which consent was obtained on July 2, 2024; (ii) the consents of the counterparties to five (5) major author and content license agreements of the Company Group, which consents were obtained between June 2024 and October 2024 as set forth on Schedule 6.4 of the Seller Disclosure Schedules; and (iii) the consents of four (4) landlords with respect to leased properties of the Company Group, which consents were obtained between August 2024 and November 1, 2024, with the final such landlord consent having been obtained on November 1, 2024. True, correct, and complete copies of all such third-party consents have been delivered to Buyer on or prior to the Closing Date.
(f) Termination of Shared Services Intercompany Agreement. Seller has caused the Shared Services Intercompany Agreement, dated as of January 1, 2018, by and between Aurelius Media Holdings Inc. and Meridian Press Holdings LLC (as amended from time to time), to be terminated effective as of the Closing, in accordance with Section 6.8 of the Agreement, and no further obligations shall remain outstanding under such agreement following the Closing (other than any obligations expressly surviving termination thereof and identified on Schedule 6.8 of the Seller Disclosure Schedules).
(g) Repayment of Intercompany Promissory Note. Seller has caused the repayment in full, at or immediately prior to the Closing, of the intercompany promissory note in the original principal amount of Fifty Million Dollars ($50,000,000) issued by Meridian Press Holdings LLC in favor of Aurelius Media Holdings Inc. on September 1, 2022 (the "Intercompany Note"), including all accrued and unpaid interest thereon through the Closing Date, and the Intercompany Note has been cancelled and marked "Paid in Full" and delivered to Buyer. Following such repayment and cancellation, no intercompany indebtedness exists between any member of the Company Group, on the one hand, and Seller or any of Seller's affiliates (other than members of the Company Group), on the other hand.
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 Adverse Effect.
For purposes of this certification, "Material Adverse Effect" has the meaning set forth in Section 1.1 of the Agreement, which means any change, event, occurrence, condition, circumstance, or development that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on (a) the business, financial condition, assets, liabilities, or results of operations of the Business (meaning the Company Group), taken as a whole, or (b) the ability of Seller to consummate the transactions contemplated by the Agreement on or prior to the Outside Date; provided, however, that none of the following (individually or in the aggregate) shall be deemed to constitute, or shall be taken into account in determining whether there has been, or would reasonably be expected to be, a Material Adverse Effect:
(i) changes in general economic, financial, or market conditions (including changes in interest rates, currency exchange rates, commodity prices, or credit markets) in the United States, Canada, or any other jurisdiction in which the Company Group operates;
(ii) changes that are generally applicable to the industries or markets in which the Business operates, including changes in the publishing, media, and content distribution industries;
(iii) changes in any applicable law, regulation, or order or the interpretation thereof by any governmental authority, or changes in GAAP or other applicable accounting principles or standards or the interpretation thereof;
(iv) natural disasters, epidemics, pandemics (including COVID-19 and any variants thereof), weather events, or other force majeure events;
(v) acts of war (whether or not declared), armed hostilities, sabotage, terrorism, or any escalation or worsening of any of the foregoing;
(vi) any failure by the Company Group to meet any internal or published projections, forecasts, estimates, or predictions of revenue, earnings, or other financial or operating metrics for any period (it being understood that the underlying causes of any such failure may be taken into account in determining whether a Material Adverse Effect has occurred, to the extent such underlying causes are not otherwise excluded by clauses (i) through (v) or (vii) through (viii) of this proviso); or
(vii) effects arising directly from the announcement or pendency of the transactions contemplated by the Agreement, including the impact thereof on relationships with customers, suppliers, employees, or other business partners;
(viii) any action taken or omitted to be taken by Seller, the Company, or any Company Subsidiary at the express written request or direction of Buyer or required by the terms of the Agreement;
provided, further, that with respect to each of clauses (i), (ii), (iii), (iv), and (v) above, such changes, events, occurrences, conditions, or developments shall not be excluded to the extent they disproportionately affect the Company Group relative to other participants in the industries and markets in which the Company Group operates.
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 terminated, including:
(i) HSR Act. The notification and report forms required to be filed under the HSR Act with the Federal Trade Commission (the "FTC") and the Antitrust Division of the United States Department of Justice (the "DOJ") were duly filed by Seller and Buyer on June 5, 2024. Early termination of the applicable waiting period under the HSR Act was granted by the FTC on June 28, 2024 (HSR Transaction No. 20241537), and no request for additional information or documentary material (a "second request") was issued by either the FTC or the DOJ in connection with the transactions contemplated by the Agreement.
(ii) Canadian Competition Act. The pre-merger notification filing required under Part IX of the Canadian Competition Act (R.S.C. 1985, c. C-34) was duly submitted by Seller and Buyer to the Competition Bureau of Canada. Clearance under the Canadian Competition Act was received from the Commissioner of Competition on July 30, 2024, and no supplementary information request was issued in connection therewith.
(b) No Restraining Orders or Injunctions. No temporary restraining order, preliminary or permanent injunction, cease-and-desist order, or other order, decree, or ruling issued by any court of competent jurisdiction, governmental authority, or regulatory body is in effect that would prevent, enjoin, restrain, or materially delay the consummation of the transactions contemplated by the Agreement, and no statute, rule, regulation, executive order, or other law has been enacted, entered, promulgated, enforced, or deemed applicable by any governmental authority that would make the consummation of the transactions contemplated by the Agreement illegal or otherwise prohibit the consummation thereof.
(c) No Pending or Threatened Actions. No action, suit, proceeding, investigation, or inquiry by or before any governmental authority is pending or, to the knowledge of Seller, threatened that seeks to prevent, enjoin, restrain, or materially delay the Closing or that challenges the validity or legality of the transactions contemplated by the Agreement.
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 reasonably be expected to challenge, the validity or enforceability of the Agreement or any ancillary agreement; (b) seeks to prevent, enjoin, restrain, or materially delay the consummation of any of the transactions contemplated by the Agreement; (c) would reasonably be expected to make illegal the consummation of any of the transactions contemplated by the Agreement; or (d) seeks material damages or other material relief in connection with the transactions contemplated by the Agreement.
The undersigned further certifies that no order, writ, judgment, injunction, decree, stipulation, ruling, determination, or award has been entered or issued by any court, governmental authority, or arbitral tribunal that would have any of the effects described in clauses (a) through (d) of the preceding paragraph.
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 Agreement (if applicable). To the extent that Seller has delivered any supplements or amendments to the Seller Disclosure Schedules in accordance with the Agreement prior to the Closing Date, such supplements or amendments have been timely and properly delivered, and the Seller Disclosure Schedules, as so supplemented or amended, are true, correct, and complete in all material respects as of the Closing Date.
Without limiting the foregoing, the undersigned confirms that the matters disclosed on the Seller Disclosure Schedules, as supplemented or amended through the Closing Date, do not reflect any matter or development that, individually or in the aggregate, would constitute or give rise to a Material Adverse Effect.
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 the consummation of the transactions contemplated by the Agreement.
Notwithstanding anything to the contrary herein, the certifications set forth in this Certificate are made by the undersigned solely in her capacity as General Counsel and a duly authorized officer of Seller and not in any individual or personal capacity, and the undersigned shall have no personal liability whatsoever in respect of this Certificate or any certification contained herein. Nothing in this Certificate shall be deemed to modify, amend, supplement, or waive any provision of the Agreement or any ancillary agreement.
This Certificate shall not confer any rights or remedies upon any person or entity other than Buyer and its successors and permitted assigns under the Agreement, and no other person or entity shall be entitled to rely on the certifications contained herein or to assert any claim or cause of action in connection therewith.
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, L.P.). In the event of any conflict or inconsistency between the terms of this Certificate and the terms of the Agreement, the terms of the Agreement shall control and govern.
[Signature Page Follows]
[SIGNATURE PAGE TO CLOSING CERTIFICATE OF SELLER]
IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Closing Certificate on behalf of Aurelius Media Holdings Inc. as of the date first written above.
AURELIUS MEDIA HOLDINGS INC.
By: ________
Name: Claudia Restrepo
Title: General Counsel and Authorized Signatory
Date: November 15, 2024
Address for notices to Seller (pursuant to Section 12.1 of the Agreement):
Aurelius Media Holdings Inc. c/o Aurelius Global Media Group PLC 14 Clarges Street London W1J 8AQ United Kingdom
Attention: General Counsel
Email: legal@aureliusmedia.com
with a copy to (which shall not constitute notice):
Calderwood & Harkness LLP 425 Park Avenue New York, New York 10022
Attention: Beatrice Holloway, Esq.
Email: bholloway@calderwoodharkness.com

CLOSING CERTIFICATE OF SELLER

RECITALS AND INTRODUCTORY STATEMENT

AURELIUS MEDIA HOLDINGS INC.

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