CERTIFICATION OF NON-FOREIGN STATUS PURSUANT TO SECTION 1445 OF THE INTERNAL REVENUE CODE

Non-Foreign Affidavit under Treasury Regulations Section 1.1445-2(b)

November 15, 2024

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"), Ridgeline Publishing Acquisition Corp., a Delaware corporation ("Buyer"), and, solely for purposes of certain provisions thereof (including, without limitation, Sections 6.14, 7.3, 11.15, and 11.17 of the Purchase Agreement), Aurelius Global Media Group PLC, a public limited company organized under the laws of England and Wales ("Parent Guarantor"), and Pinnacle Ridge Capital Partners Fund IV, L.P., a Delaware limited partnership ("Sponsor" and, together with Parent Guarantor, the "Guarantors").

This Certificate is being delivered in connection with the sale, transfer, assignment, and conveyance 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 number 4521889) (the "Company"), as contemplated by the Purchase Agreement.

The purpose of this Certificate is to inform Buyer that withholding of tax under Section 1445 of the Internal Revenue Code of 1986, as amended (the "Code"), is not required upon the transfer of the Membership Interests from Seller to Buyer at the closing of the transactions contemplated by the Purchase Agreement (the "Closing"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement.

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 standing under the laws of the State of Delaware, with Delaware Secretary of State file number 5987324. Seller has the full corporate power and authority to execute and deliver this Certificate and to perform its obligations hereunder.

(b) Non-Foreign Person Status. Aurelius Media Holdings Inc. is not a "foreign person" within the meaning of Section 1445 of the Code and the Treasury Regulations promulgated thereunder. Without limiting the generality of the foregoing, Aurelius Media Holdings Inc. is not a foreign corporation, foreign partnership, foreign trust, or foreign estate, as each such term is defined in the Code and the applicable Treasury Regulations. Aurelius Media Holdings Inc. is not a disregarded entity as defined in Treasury Regulations Section 1.1445-2(b)(2)(iii). Rather, Aurelius Media Holdings Inc. is a United States person within the meaning of Section 7701(a)(30) of the Code.

(c) United States Taxpayer Identification Number. The United States taxpayer identification number (Employer Identification Number) of Aurelius Media Holdings Inc. is: 84-2917536.

(d) Office Address of Transferor. The office address of Aurelius Media Holdings Inc. is:

Aurelius Media Holdings Inc. c/o Crowne Albany Corporation 1209 Orange Street Wilmington, Delaware 19801-1120

Attention: Registered Agent

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 Closing. Accordingly, Buyer is relieved of any obligation to withhold tax under Section 1445 of the Code with respect to the purchase price or any other consideration payable to Seller for the Membership Interests pursuant to, or in connection with, the Purchase Agreement, and no portion of the purchase price or other amounts payable to Seller thereunder is required to be remitted to the Internal Revenue Service on account of any withholding obligation under Section 1445 of the Code.

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 herein could be punished by fine, imprisonment, or both, as provided under applicable provisions of the Code and other federal law, including Sections 6721 and 7206 of the Code and Section 1001 of Title 18 of the United States Code.

(b) Agreement to Notify of Change in Circumstances. Aurelius Media Holdings Inc. hereby agrees to inform Buyer promptly in writing if, at any time prior to the Closing, any of the certifications, representations, or warranties set forth in Section 2 of this Certificate becomes incorrect, inaccurate, or misleading in any respect. In the event that any such certification, representation, or warranty becomes incorrect, inaccurate, or misleading prior to the Closing, Seller shall deliver to Buyer an updated certificate reflecting the then-current facts and circumstances, and the parties shall cooperate in good faith to determine and satisfy any withholding obligations that may arise as a result thereof.

(c) Retention of Certificate by Buyer. The undersigned understands and acknowledges that Buyer is entitled to retain this Certificate (and any copies hereof) as part of its books and records for purposes of establishing, in accordance with Treasury Regulations Section 1.1445-2(b), that withholding of tax was not required under Section 1445 of the Code in connection with the acquisition of the Membership Interests. Buyer may retain this Certificate for such period as may be required by applicable law, regulation, or the Purchase Agreement, including any applicable statute of limitations period (as the same may be extended or tolled).

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 and the Treasury Regulations promulgated thereunder, and nothing contained herein shall be deemed to modify, amend, supplement, or otherwise alter any of the terms, conditions, representations, warranties, covenants, or agreements set forth in the Purchase Agreement. In the event of any conflict or inconsistency between the terms of this Certificate and the terms of the Purchase Agreement, the terms of the Purchase Agreement shall control and govern.

This Certificate shall inure to the benefit of, and be enforceable by, Buyer and its successors and assigns, and shall be binding upon Seller and its successors and assigns.

[Signature Page Follows]

SIGNATURE PAGE TO CERTIFICATION OF NON-FOREIGN STATUS

IN WITNESS WHEREOF, the undersigned has executed this Certification of Non-Foreign Status as of November 15, 2024.

AURELIUS MEDIA HOLDINGS INC.

By: ________

Name: Priya Nandakumar

Title: Executive Vice President and Chief Financial Officer

Authorized signatory pursuant to the resolutions of the Board of Directors of Aurelius Media Holdings Inc. adopted on July 17, 2024, authorizing the execution and delivery of the Purchase Agreement and all ancillary documents, certificates, and instruments contemplated thereby.

CERTIFICATION OF NON-FOREIGN STATUS PURSUANT TO SECTION 1445 OF THE INTERNAL REVENUE CODE
Non-Foreign Affidavit under Treasury Regulations Section 1.1445-2(b)
November 15, 2024
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"), Ridgeline Publishing Acquisition Corp., a Delaware corporation ("Buyer"), and, solely for purposes of certain provisions thereof (including, without limitation, Sections 6.14, 7.3, 11.15, and 11.17 of the Purchase Agreement), Aurelius Global Media Group PLC, a public limited company organized under the laws of England and Wales ("Parent Guarantor"), and Pinnacle Ridge Capital Partners Fund IV, L.P., a Delaware limited partnership ("Sponsor" and, together with Parent Guarantor, the "Guarantors").
This Certificate is being delivered in connection with the sale, transfer, assignment, and conveyance 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 number 4521889) (the "Company"), as contemplated by the Purchase Agreement.
The purpose of this Certificate is to inform Buyer that withholding of tax under Section 1445 of the Internal Revenue Code of 1986, as amended (the "Code"), is not required upon the transfer of the Membership Interests from Seller to Buyer at the closing of the transactions contemplated by the Purchase Agreement (the "Closing"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement.
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 standing under the laws of the State of Delaware, with Delaware Secretary of State file number 5987324. Seller has the full corporate power and authority to execute and deliver this Certificate and to perform its obligations hereunder.
(b) Non-Foreign Person Status. Aurelius Media Holdings Inc. is not a "foreign person" within the meaning of Section 1445 of the Code and the Treasury Regulations promulgated thereunder. Without limiting the generality of the foregoing, Aurelius Media Holdings Inc. is not a foreign corporation, foreign partnership, foreign trust, or foreign estate, as each such term is defined in the Code and the applicable Treasury Regulations. Aurelius Media Holdings Inc. is not a disregarded entity as defined in Treasury Regulations Section 1.1445-2(b)(2)(iii). Rather, Aurelius Media Holdings Inc. is a United States person within the meaning of Section 7701(a)(30) of the Code.
(c) United States Taxpayer Identification Number. The United States taxpayer identification number (Employer Identification Number) of Aurelius Media Holdings Inc. is: 84-2917536.
(d) Office Address of Transferor. The office address of Aurelius Media Holdings Inc. is:
Aurelius Media Holdings Inc. c/o Crowne Albany Corporation 1209 Orange Street Wilmington, Delaware 19801-1120
Attention: Registered Agent
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 Closing. Accordingly, Buyer is relieved of any obligation to withhold tax under Section 1445 of the Code with respect to the purchase price or any other consideration payable to Seller for the Membership Interests pursuant to, or in connection with, the Purchase Agreement, and no portion of the purchase price or other amounts payable to Seller thereunder is required to be remitted to the Internal Revenue Service on account of any withholding obligation under Section 1445 of the Code.
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 herein could be punished by fine, imprisonment, or both, as provided under applicable provisions of the Code and other federal law, including Sections 6721 and 7206 of the Code and Section 1001 of Title 18 of the United States Code.
(b) Agreement to Notify of Change in Circumstances. Aurelius Media Holdings Inc. hereby agrees to inform Buyer promptly in writing if, at any time prior to the Closing, any of the certifications, representations, or warranties set forth in Section 2 of this Certificate becomes incorrect, inaccurate, or misleading in any respect. In the event that any such certification, representation, or warranty becomes incorrect, inaccurate, or misleading prior to the Closing, Seller shall deliver to Buyer an updated certificate reflecting the then-current facts and circumstances, and the parties shall cooperate in good faith to determine and satisfy any withholding obligations that may arise as a result thereof.
(c) Retention of Certificate by Buyer. The undersigned understands and acknowledges that Buyer is entitled to retain this Certificate (and any copies hereof) as part of its books and records for purposes of establishing, in accordance with Treasury Regulations Section 1.1445-2(b), that withholding of tax was not required under Section 1445 of the Code in connection with the acquisition of the Membership Interests. Buyer may retain this Certificate for such period as may be required by applicable law, regulation, or the Purchase Agreement, including any applicable statute of limitations period (as the same may be extended or tolled).
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 and the Treasury Regulations promulgated thereunder, and nothing contained herein shall be deemed to modify, amend, supplement, or otherwise alter any of the terms, conditions, representations, warranties, covenants, or agreements set forth in the Purchase Agreement. In the event of any conflict or inconsistency between the terms of this Certificate and the terms of the Purchase Agreement, the terms of the Purchase Agreement shall control and govern.
This Certificate shall inure to the benefit of, and be enforceable by, Buyer and its successors and assigns, and shall be binding upon Seller and its successors and assigns.
[Signature Page Follows]
SIGNATURE PAGE TO CERTIFICATION OF NON-FOREIGN STATUS
IN WITNESS WHEREOF, the undersigned has executed this Certification of Non-Foreign Status as of November 15, 2024.
AURELIUS MEDIA HOLDINGS INC.
By: ________
Name: Priya Nandakumar
Title: Executive Vice President and Chief Financial Officer
Authorized signatory pursuant to the resolutions of the Board of Directors of Aurelius Media Holdings Inc. adopted on July 17, 2024, authorizing the execution and delivery of the Purchase Agreement and all ancillary documents, certificates, and instruments contemplated thereby.

CERTIFICATION OF NON-FOREIGN STATUS PURSUANT TO SECTION 1445 OF THE INTERNAL REVENUE CODE

SIGNATURE PAGE TO CERTIFICATION OF NON-FOREIGN STATUS

AURELIUS MEDIA HOLDINGS INC.

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