1017-00006 · Aurelius Global Media Group · Closing

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OFFICER'S CERTIFICATE OF SELLER

Delivered Pursuant to Section 8.02(c) of the Membership Interest Purchase Agreement

November 15, 2024

Reference is made to that certain Membership Interest Purchase Agreement, dated as of July 19, 2024 (as the same may have been amended, supplemented, or otherwise modified from time to time prior to the date hereof, the "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 Article IX (Indemnification), Article XI (General Provisions), and certain other provisions expressly specified therein, Aurelius Global Media Group PLC, a public limited company incorporated under the laws of England and Wales (company number 04817236) (the "Parent Guarantor"), and Pinnacle Ridge Capital Partners Fund IV, L.P., a Delaware limited partnership (the "Sponsor").

The undersigned, Claudia M. Restrepo, hereby certifies that she is a duly elected, qualified, and acting Senior Vice President, Corporate Development and General Counsel of Aurelius Media Holdings Inc., a corporation duly organized and validly existing under the laws of the State of Delaware (Delaware Secretary of State file no. 5987324) (the "Seller"), and that she is the Seller's authorized representative designated pursuant to that certain Resolution of the Board of Directors of Aurelius Media Holdings Inc. adopted on July 17, 2024, to execute and deliver this certificate and all related documents on behalf of Seller in connection with the transactions contemplated by the Agreement.

This Officer's Certificate (this "Certificate") is delivered by the undersigned, on behalf of Seller, to Buyer pursuant to Section 8.02(c) of the Agreement, as a condition precedent to the obligations of Buyer to consummate the Closing (as defined in the Agreement). The Closing is occurring on November 15, 2024 (the "Closing Date"), concurrently with the execution and delivery of this Certificate.

The undersigned is duly authorized to execute and deliver this Certificate on behalf of Seller, and has full power and authority to make the certifications set forth herein. Capitalized terms used but not otherwise defined in this Certificate shall have the respective meanings ascribed to such terms in the Agreement.

The undersigned, in her capacity as a duly authorized officer of Seller, and not in any individual or personal capacity, hereby certifies to Buyer as follows:

Section 1. Representations and Warranties

The undersigned hereby certifies to Buyer that the representations and warranties of Seller set forth in Article IV of the Agreement are true and correct in all respects (without giving effect to any "materiality," "Material Adverse Effect," or similar qualifiers contained therein, including any dollar thresholds set forth in the Seller Disclosure Schedules with respect to such representations and warranties) 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 each such representation and warranty had been made on and as of the Closing Date, except:

(i) to the extent that any such representations and warranties are expressly made as of an earlier date or a specific date, in which case such representations and warranties are true and correct in all respects as of such earlier date or specific date (including, without limitation, the representations and warranties set forth in Section 4.07 (Financial Statements), which speak as of the dates of the financial statements referenced therein, and Section 4.08 (Absence of Certain Changes), which speaks as of the date of the Most Recent Balance Sheet (March 31, 2024)); and

(ii) where the failure of any such representations and warranties to be so true and correct (determined without regard to any "materiality," "Material Adverse Effect," or similar qualifiers contained therein) has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (as such term is defined in Section 1.01 of the Agreement).

Without limiting the generality of the foregoing, the undersigned confirms that Seller has updated the Seller Disclosure Schedules as permitted by Section 6.04 of the Agreement, and that the representations and warranties of Seller, as qualified by the Seller Disclosure Schedules (including any supplements or updates thereto delivered in accordance with Section 6.04), remain true and correct in all respects as of the Closing Date, subject to the exceptions set forth in clauses (i) and (ii) above.

The undersigned further certifies that Seller has not received, as of the Closing Date, any written notice or communication from any third party or Governmental Authority that would cause Seller to believe that any representation or warranty of Seller set forth in Article IV of the Agreement has become untrue, inaccurate, or misleading in any material respect since the date of the Agreement.

Section 2. Performance of Covenants

The undersigned hereby certifies to Buyer that Seller has duly performed and complied in all material respects with all covenants, agreements, and obligations required by the Agreement to be performed or complied with by Seller at or prior to the Closing Date, including, without limitation, the covenants and agreements of Seller set forth in Article VI of the Agreement.

Without limiting the generality of the foregoing, the undersigned certifies that:

(a) Seller has complied in all material respects with the interim operating covenants set forth in Section 6.01 of the Agreement governing the conduct of the Business between the date of the Agreement (July 19, 2024) and the Closing Date (November 15, 2024), including, but not limited to, the obligations to (i) operate the Business in the ordinary course of business consistent with past practice, (ii) use commercially reasonable efforts to preserve intact the Business's current business organization, maintain existing relationships with key customers, suppliers, authors, licensors, and employees, and preserve the goodwill of the Business, and (iii) not take any of the actions prohibited by Section 6.01(b) of the Agreement without the prior written consent of Buyer (which consent was not to be unreasonably withheld, conditioned, or delayed);

(b) Seller has used its commercially reasonable efforts to cause the conditions to Closing set forth in Article VIII of the Agreement to be satisfied at or prior to the Closing Date, as required by Section 6.03 of the Agreement;

(c) Seller has provided Buyer and its representatives with access to the books, records, properties, and personnel of the Business as required by Section 6.02 of the Agreement during the period between signing and the Closing Date;

(d) Seller has delivered all notices, consents, and other communications required to be delivered by Seller pursuant to the Agreement on or prior to the Closing Date; and

(e) Seller has taken all actions reasonably necessary to effectuate the Pre-Closing Restructuring (as defined in Section 6.09 of the Agreement), including the separation of certain shared corporate functions and the assignment and assumption of the Transferred Assets and Assumed Liabilities, in each case in accordance with the terms and conditions set forth in the Agreement and the Pre-Closing Restructuring Plan attached as Exhibit H thereto.

Section 3. No Orders, Injunctions, or Legal Proceedings

The undersigned hereby certifies to Buyer that:

(a) No temporary restraining order, preliminary or permanent injunction, cease-and-desist order, or other order, judgment, or decree issued by any court of competent jurisdiction or other Governmental Authority of competent jurisdiction is in effect as of the Closing Date that prevents, restrains, enjoins, or prohibits the consummation of the transactions contemplated by the Agreement (including the sale, transfer, and assignment of 100% of the membership interests in Meridian Press Holdings LLC from Seller to Buyer), or that would impose any material limitations or conditions on Buyer's ability to own, operate, or control the Business following the Closing;

(b) No action, suit, proceeding, claim, arbitration, or investigation has been commenced, filed, or, to the Knowledge of Seller, threatened by or before any Governmental Authority of competent jurisdiction that (i) seeks to prevent, restrain, enjoin, or prohibit the consummation of any of the transactions contemplated by the Agreement, (ii) challenges the validity, legality, or enforceability of the Agreement or any of the transactions contemplated thereby, or (iii) seeks damages, penalties, or other relief in connection with any of the transactions contemplated by the Agreement that would reasonably be expected to have a Material Adverse Effect; and

(c) No statute, rule, regulation, executive order, decree, ruling, or other governmental action has been enacted, entered, promulgated, enforced, or issued by any Governmental Authority that (i) would make the consummation of the transactions contemplated by the Agreement illegal or otherwise prohibited, (ii) would impose conditions or restrictions on Buyer's ownership, operation, or control of the Business following the Closing that would reasonably be expected to have a Material Adverse Effect, or (iii) would otherwise prevent or prohibit the consummation of the transactions contemplated by the Agreement.

Section 4. Governmental Approvals

The undersigned hereby certifies to Buyer that all governmental approvals, consents, authorizations, orders, and filings required to be obtained from or made with any Governmental Authority in connection with the consummation of the transactions contemplated by the Agreement have been duly obtained or made, as applicable, and remain in full force and effect as of the Closing Date. Without limiting the generality of the foregoing, the undersigned certifies as follows:

(a) Hart-Scott-Rodino Antitrust Improvements Act of 1976

The required notification and report forms under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and the rules and regulations promulgated thereunder (16 C.F.R. Parts 801–803), were filed by Seller and Buyer with the Federal Trade Commission (the "FTC") and the Antitrust Division of the United States Department of Justice (the "DOJ") on May 20, 2024 (HSR Transaction No. 20241537). The filing fee in the amount of Two Hundred Eighty Thousand One Hundred Fifty Dollars ($280,150.00), as determined in accordance with the applicable fee schedule set forth in the HSR Act, was timely paid by Buyer in connection with such filing.

Early termination of the initial thirty (30) day waiting period applicable to such filing was granted by the FTC on June 28, 2024, and notice of such early termination was published in the Federal Register. No request for additional information or documentary material (commonly referred to as a "second request") was issued by the FTC or the DOJ in connection with the HSR filing. As of the Closing Date, the applicable waiting period under the HSR Act has expired and been terminated, and no action, investigation, or proceeding by the FTC, the DOJ, or any other Governmental Authority under the HSR Act or any other antitrust or competition law of the United States is pending or, to the Knowledge of Seller, threatened with respect to the transactions contemplated by the Agreement.

(b) Canadian Competition Act

In connection with the operations of Meridian Press Canada ULC, a British Columbia unlimited liability company and an indirect wholly-owned subsidiary of Meridian Press Holdings LLC, the required notification under Part IX of the Competition Act (Canada), R.S.C. 1985, c. C-34, as amended (the "Canadian Competition Act"), was filed with the Commissioner of Competition (the "Commissioner") in accordance with the applicable provisions of the Canadian Competition Act and the Notifiable Transactions Regulations (SOR/87-348).

Clearance in respect of the transactions contemplated by the Agreement under the Canadian Competition Act was received from the Commissioner on July 30, 2024, in the form of an advance ruling certificate issued pursuant to Section 102 of the Canadian Competition Act (or, alternatively, a "no action" letter from the Competition Bureau of Canada). No conditions, undertakings, consent agreements, or remedial measures of any nature were imposed by the Commissioner or the Competition Tribunal in connection with the granting of such clearance. Such clearance remains in full force and effect as of the Closing Date, and no action, investigation, or proceeding by the Commissioner or the Competition Tribunal under the Canadian Competition Act is pending or, to the Knowledge of Seller, threatened with respect to the transactions contemplated by the Agreement.

No filing with, notification to, or review by the Committee on Foreign Investment in the United States ("CFIUS") pursuant to Section 721 of the Defense Production Act of 1950, as amended (50 U.S.C. § 4565), and the regulations promulgated thereunder (31 C.F.R. Parts 800–802), was required in connection with the consummation of the transactions contemplated by the Agreement. The Business does not constitute a "TID U.S. business" within the meaning of 31 C.F.R. § 800.248, and the transactions contemplated by the Agreement do not constitute a "covered transaction" within the meaning of 31 C.F.R. § 800.213, as (i) neither Buyer nor any of its affiliates constitutes a "foreign person" within the meaning of 31 C.F.R. § 800.224, and (ii) the Business does not involve critical technology, critical infrastructure, or sensitive personal data, in each case as defined in the applicable CFIUS regulations. Accordingly, no voluntary or mandatory filing with CFIUS was necessary, and no review or investigation by CFIUS is pending or, to the Knowledge of Seller, contemplated.

(d) Other Governmental Approvals

No other governmental filings, approvals, consents, authorizations, orders, permits, licenses, or similar actions from any federal, state, local, or foreign Governmental Authority are required to be obtained or made in connection with the execution and delivery of the Agreement or the consummation of the transactions contemplated thereby that have not been duly obtained or made prior to or concurrently with the Closing. All such governmental filings, approvals, consents, authorizations, orders, permits, licenses, and similar actions remain in full force and effect as of the Closing Date, and no such filing, approval, consent, authorization, order, permit, license, or similar action is subject to any condition, limitation, or restriction that would reasonably be expected to have a Material Adverse Effect or that would materially impair Buyer's ability to own, operate, or control the Business following the Closing.

Section 5. Third-Party Consents

The undersigned hereby certifies to Buyer that all third-party consents, waivers, approvals, and authorizations required to be obtained under the Agreement as conditions precedent to the Closing have been duly obtained, and each such consent, waiver, approval, and authorization remains in full force and effect as of the Closing Date. Without limiting the generality of the foregoing, the undersigned certifies as follows:

(a) Oakbridge Distribution Alliance Agreement

The consent required in connection with the change of control of Meridian Press Holdings LLC under that certain Distribution Alliance Agreement, dated as of March 12, 2018, by and between Meridian Distribution Services Inc. (as successor by assignment from Meridian Press Holdings LLC) and Oakbridge Logistics Partners, LLC, as amended by Amendment No. 1 thereto, dated September 7, 2020, and Amendment No. 2 thereto, dated January 15, 2023 (collectively, the "Oakbridge Distribution Alliance Agreement"), was duly obtained from Oakbridge Logistics Partners, LLC on July 2, 2024, pursuant to a written consent letter executed by an authorized officer of Oakbridge Logistics Partners, LLC. Such consent remains in full force and effect as of the Closing Date and has not been revoked, amended, modified, or withdrawn. No additional conditions, fees, or requirements were imposed by Oakbridge Logistics Partners, LLC as a condition to the granting of such consent, other than those conditions set forth in the consent letter that have been satisfied as of the Closing Date.

(b) Major Author and Content License Agreements

Consents under each of the five (5) major author and content license agreements identified in Section 4.04(b) of the Seller Disclosure Schedules as requiring consent in connection with the transactions contemplated by the Agreement were duly obtained between June 2024 and October 2024, as follows:

(i) Consent under the Exclusive Publishing Agreement with Katherine Aldridge (dated February 8, 2021) — obtained June 14, 2024;

(ii) Consent under the Content License and Distribution Agreement with Whitecliff Academic Consortium, Ltd. (dated November 3, 2019) — obtained July 11, 2024;

(iii) Consent under the Multi-Book Publishing Agreement with James R. Thornton (dated April 22, 2022) — obtained August 5, 2024;

(iv) Consent under the Digital Content License Agreement with Harborview Press Digital, Inc. (dated September 15, 2020) — obtained September 19, 2024; and

(v) Consent under the Illustrated Series License Agreement with Foxglove Creative Studios LLC (dated January 30, 2023) — obtained October 8, 2024.

Each such consent was obtained in the form of a written consent, waiver, or amendment executed by the applicable counterparty, and each such consent remains in full force and effect as of the Closing Date and has not been revoked, amended, modified, or withdrawn.

Of the ten (10) leased properties comprising the real property leasehold interests of Meridian Press Holdings LLC and its subsidiaries (consisting of eight (8) leased warehouse and office locations in the United States and two (2) leased warehouse and office locations in Canada, specifically Toronto, Ontario and Vancouver, British Columbia), four (4) such leased properties required the prior written consent of the applicable landlord in connection with the assignment or change of control of the tenant effectuated by the transactions contemplated by the Agreement. All four (4) required landlord consents were duly obtained, with the final landlord consent (relating to the warehouse facility located at 2740 Industrial Parkway, Suite 200, Memphis, Tennessee 38118) obtained on November 1, 2024. Each such landlord consent remains in full force and effect as of the Closing Date and has not been revoked, amended, modified, or withdrawn.

The undersigned confirms that, with respect to the remaining six (6) leased properties, no landlord consent was required under the terms of the applicable lease agreements in connection with the transactions contemplated by the Agreement, or such leases contained provisions permitting assignment or change of control without landlord consent upon the satisfaction of specified conditions, which conditions have been satisfied as of the Closing Date.

(d) Intercompany Arrangements

(i) Shared Services Intercompany Agreement. That certain Shared Services Intercompany Agreement, dated as of June 1, 2017, by and between Aurelius Media Holdings Inc. and Meridian Press Holdings LLC, as amended from time to time (the "Shared Services Agreement"), has been terminated effective as of the Closing, pursuant to a Termination Agreement executed by each party thereto. The Transition Services Agreement, dated as of the Closing Date (November 15, 2024), by and between Aurelius Media Holdings Inc. and Ridgeline Publishing Acquisition Corp. (the "Transition Services Agreement"), has been duly executed and delivered by Seller concurrently with the Closing, and shall become effective as of the Closing Date, to provide for the transitional provision of certain shared corporate services (including information technology, human resources, payroll administration, and certain accounting and financial reporting services) for a period not to exceed eighteen (18) months following the Closing Date, all in accordance with the terms and conditions set forth therein.

(ii) Intercompany Promissory Note. That certain Intercompany Promissory Note, dated as of August 14, 2019, in the original principal amount of Fifty Million Dollars ($50,000,000.00), issued by Meridian Press Holdings LLC, as maker, in favor of Aurelius Media Holdings Inc., as payee (the "Intercompany Note"), is being repaid in full at the Closing, including all accrued and unpaid interest thereon through and including the Closing Date. A payoff letter, in form and substance reasonably acceptable to Buyer, has been delivered to Buyer setting forth the aggregate payoff amount required to satisfy in full all obligations under the Intercompany Note. Upon receipt of such payoff amount at the Closing, Aurelius Media Holdings Inc. shall mark the Intercompany Note "PAID IN FULL" and deliver the original executed Intercompany Note to Buyer or its designee. In addition, a lien release (in recordable form, to the extent applicable) releasing all liens and security interests, if any, granted by Meridian Press Holdings LLC or any of its subsidiaries in favor of Aurelius Media Holdings Inc. to secure the obligations under the Intercompany Note, has been duly executed and delivered by Aurelius Media Holdings Inc. to Buyer concurrently with the Closing.

Section 6. No Material Adverse Effect

The undersigned hereby certifies to Buyer that, since the date of the Agreement (July 19, 2024) through and including the Closing Date (November 15, 2024), no event, change, effect, circumstance, 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 on:

(a) the business, financial condition, assets, liabilities, or results of operations of the Business (consisting of Meridian Press Holdings LLC, a Delaware limited liability company (Delaware Secretary of State file no. 4521889), and its direct and indirect subsidiaries, namely (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, a British Columbia unlimited liability company), taken as a whole; or

(b) the ability of Seller to consummate the transactions contemplated by the Agreement or to perform its obligations under the Agreement on a timely basis.

In making the foregoing certification, the undersigned has reviewed and considered, among other things, the unaudited interim financial statements of the Business for the periods ended June 30, 2024 and September 30, 2024, as well as the preliminary financial data for the period ended October 31, 2024, and has conferred with the management team of the Business and the relevant financial, legal, and operational personnel of Seller, and the undersigned is not aware of any facts, circumstances, events, or developments that would cause the foregoing certification to be inaccurate or misleading in any material respect.

Section 7. Delivery of Closing Deliverables

The undersigned hereby certifies to Buyer that Seller has delivered, or caused to be delivered, or is concurrently delivering at the Closing, each of the documents, instruments, agreements, and certificates required to be delivered by Seller at or prior to the Closing pursuant to Section 3.02 and Section 8.02 of the Agreement. Without limiting the generality of the foregoing, the following documents, instruments, agreements, and certificates have been delivered or are being concurrently delivered by or on behalf of Seller at the Closing:

(a) An executed Assignment of Membership Interests (in the form attached as Exhibit A to the Agreement), transferring, assigning, and conveying 100% of the issued and outstanding membership interests in Meridian Press Holdings LLC, a Delaware limited liability company (Delaware Secretary of State file no. 4521889), from Aurelius Media Holdings Inc., as assignor, to Ridgeline Publishing Acquisition Corp., as assignee, free and clear of all liens, encumbrances, pledges, security interests, and other restrictions (other than restrictions arising under applicable federal and state securities laws);

(b) The Estimated Closing Statement (in the form contemplated by Section 2.04(a) of the Agreement), setting forth in reasonable detail the good faith calculation by Seller of the Estimated Equity Purchase Price of Four Hundred Eighteen Million Dollars ($418,000,000.00), including the components thereof (Estimated Closing Cash, Estimated Closing Indebtedness, Estimated Closing Net Working Capital, and Estimated Transaction Expenses), prepared in accordance with the Accounting Principles set forth in Exhibit G to the Agreement;

(c) A FIRPTA Certificate (Non-Foreign Affidavit) of Aurelius Media Holdings Inc., executed under penalties of perjury in accordance with Treasury Regulations Section 1.1445-2(b)(2) and Section 1.897-2(h), certifying that Aurelius Media Holdings Inc. is not a "foreign person" within the meaning of Section 1445 of the Internal Revenue Code of 1986, as amended, together with an IRS Form W-9 completed by Aurelius Media Holdings Inc.;

(d) A Secretary's Certificate of Seller (in the form contemplated by Section 8.02(d) of the Agreement), executed by the Secretary or an Assistant Secretary of Aurelius Media Holdings Inc., certifying as to (i) the incumbency and specimen signatures of each officer of Seller authorized to execute and deliver the Agreement, this Certificate, and the other Transaction Documents, (ii) the certificate of incorporation and bylaws (or equivalent organizational documents) of Seller, each as in effect as of the Closing Date, and (iii) resolutions of the Board of Directors of Seller authorizing the execution, delivery, and performance of the Agreement and the consummation of the transactions contemplated thereby;

(e) Good standing certificates (or certificates of status or equivalent certificates, as applicable) for Meridian Press Holdings LLC and each of its subsidiaries, as follows: (i) a certificate of good standing for Meridian Press Holdings LLC issued by the Secretary of State of the State of Delaware, (ii) a certificate of good standing for Meridian Distribution Services Inc. issued by the Secretary of State of the State of Delaware, (iii) a certificate of good standing for Bellweather Academic Press Inc. issued by the Secretary of State of the State of Delaware, (iv) a certificate of good standing for Foxglove Media LLC issued by the Secretary of State of the State of Delaware, and (v) a certificate of status for Meridian Press Canada ULC issued by the British Columbia Registrar of Companies, in each case dated within five (5) Business Days of the Closing Date;

(f) The executed Transition Services Agreement, dated as of the Closing Date, by and between Aurelius Media Holdings Inc. and Ridgeline Publishing Acquisition Corp., in the form attached as Exhibit C to the Agreement;

(g) The executed Escrow Agreement, dated as of the Closing Date, by and among Aurelius Media Holdings Inc., Ridgeline Publishing Acquisition Corp., and Granite Trust Company, N.A., as escrow agent, in the form attached as Exhibit D to the Agreement, providing for the deposit into escrow of the Indemnity Escrow Amount and the Adjustment Escrow Amount in accordance with Section 2.03 of the Agreement;

(h) The executed Trademark License Agreement, dated as of the Closing Date, by and between Ridgeline Publishing Acquisition Corp. (as licensor) and Aurelius Media Holdings Inc. (as licensee), in the form attached as Exhibit E to the Agreement, granting Aurelius Media Holdings Inc. a limited, non-exclusive, royalty-free license to use the "Meridian" name and associated trademarks for a transitional period, subject to the terms and conditions set forth therein;

(i) The executed Non-Competition and Non-Solicitation Agreement, dated as of the Closing Date, by and between Aurelius Media Holdings Inc. and Ridgeline Publishing Acquisition Corp., in the form attached as Exhibit F to the Agreement;

(j) The executed Section 338(h)(10) Election Agreement, dated as of the Closing Date, by and between Aurelius Media Holdings Inc. and Ridgeline Publishing Acquisition Corp., in the form attached as Exhibit I to the Agreement, providing for the joint election under Section 338(h)(10) of the Internal Revenue Code of 1986, as amended, and the corresponding provisions of applicable state and local tax law, with respect to the acquisition of the membership interests in Meridian Press Holdings LLC;

(k) The payoff letter and lien release described in Section 5(d)(ii) of this Certificate with respect to the Intercompany Note in the principal amount of $50,000,000.00;

(l) This Officer's Certificate (Closing Certificate — Bring-Down of Representations and Warranties), delivered pursuant to Section 8.02(c) of the Agreement; and

(m) Certified copies of the resolutions of (i) the Board of Directors of Aurelius Global Media Group PLC, adopted on July 17, 2024, approving the transactions contemplated by the Agreement, and (ii) the Board of Directors of Aurelius Media Holdings Inc., adopted on July 17, 2024, authorizing the execution, delivery, and performance of the Agreement and the consummation of the transactions contemplated thereby, including the designation of authorized officers to execute and deliver the Agreement, this Certificate, and all other Transaction Documents on behalf of Seller.

Section 8. Disclaimer and Limitation

This Certificate is delivered solely for the purpose of satisfying the conditions precedent to the obligations of Buyer to consummate the Closing as set forth in Section 8.02 of the Agreement. This Certificate is not intended to, and shall not, create any rights, claims, or causes of action in favor of, or confer any benefits upon, any Person other than Buyer (and its permitted successors and assigns under the Agreement). Nothing in this Certificate shall be deemed to expand, modify, amend, supplement, or otherwise alter any of the representations, warranties, covenants, agreements, or obligations of Seller set forth in the Agreement, or to create any independent liability or obligation of Seller or the undersigned beyond that expressly set forth in the Agreement.

The certifications set forth in this Certificate are made as of the Closing Date (November 15, 2024) and are based upon the knowledge and belief of the undersigned in her capacity as an authorized officer of Seller, after due inquiry and review of relevant information reasonably available to the undersigned in such capacity. Notwithstanding anything to the contrary herein, the undersigned makes the certifications set forth in this Certificate solely in her capacity as an authorized officer of Seller and not in any individual or personal capacity, and shall have no personal liability with respect to the certifications made herein.

This Certificate shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to the conflicts of law principles thereof that would result in the application of the laws of any other jurisdiction.

[Signature page follows]

IN WITNESS WHEREOF, the undersigned has executed this Officer's Certificate of Seller as of the date first written above.

AURELIUS MEDIA HOLDINGS INC.

By: ________

Name: Claudia M. Restrepo

Title: Senior Vice President, Corporate Development and General Counsel

Date: November 15, 2024

Designated Authorized Officer pursuant to Resolution of the Board of Directors of Aurelius Media Holdings Inc. adopted on July 17, 2024

OFFICER'S CERTIFICATE OF SELLER
Delivered Pursuant to Section 8.02(c) of the Membership Interest Purchase Agreement
November 15, 2024
Reference is made to that certain Membership Interest Purchase Agreement, dated as of July 19, 2024 (as the same may have been amended, supplemented, or otherwise modified from time to time prior to the date hereof, the "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 Article IX (Indemnification), Article XI (General Provisions), and certain other provisions expressly specified therein, Aurelius Global Media Group PLC, a public limited company incorporated under the laws of England and Wales (company number 04817236) (the "Parent Guarantor"), and Pinnacle Ridge Capital Partners Fund IV, L.P., a Delaware limited partnership (the "Sponsor").
The undersigned, Claudia M. Restrepo, hereby certifies that she is a duly elected, qualified, and acting Senior Vice President, Corporate Development and General Counsel of Aurelius Media Holdings Inc., a corporation duly organized and validly existing under the laws of the State of Delaware (Delaware Secretary of State file no. 5987324) (the "Seller"), and that she is the Seller's authorized representative designated pursuant to that certain Resolution of the Board of Directors of Aurelius Media Holdings Inc. adopted on July 17, 2024, to execute and deliver this certificate and all related documents on behalf of Seller in connection with the transactions contemplated by the Agreement.
This Officer's Certificate (this "Certificate") is delivered by the undersigned, on behalf of Seller, to Buyer pursuant to Section 8.02(c) of the Agreement, as a condition precedent to the obligations of Buyer to consummate the Closing (as defined in the Agreement). The Closing is occurring on November 15, 2024 (the "Closing Date"), concurrently with the execution and delivery of this Certificate.
The undersigned is duly authorized to execute and deliver this Certificate on behalf of Seller, and has full power and authority to make the certifications set forth herein. Capitalized terms used but not otherwise defined in this Certificate shall have the respective meanings ascribed to such terms in the Agreement.
The undersigned, in her capacity as a duly authorized officer of Seller, and not in any individual or personal capacity, hereby certifies to Buyer as follows:
Section 1. Representations and Warranties
The undersigned hereby certifies to Buyer that the representations and warranties of Seller set forth in Article IV of the Agreement are true and correct in all respects (without giving effect to any "materiality," "Material Adverse Effect," or similar qualifiers contained therein, including any dollar thresholds set forth in the Seller Disclosure Schedules with respect to such representations and warranties) 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 each such representation and warranty had been made on and as of the Closing Date, except:
(i) to the extent that any such representations and warranties are expressly made as of an earlier date or a specific date, in which case such representations and warranties are true and correct in all respects as of such earlier date or specific date (including, without limitation, the representations and warranties set forth in Section 4.07 (Financial Statements), which speak as of the dates of the financial statements referenced therein, and Section 4.08 (Absence of Certain Changes), which speaks as of the date of the Most Recent Balance Sheet (March 31, 2024)); and
(ii) where the failure of any such representations and warranties to be so true and correct (determined without regard to any "materiality," "Material Adverse Effect," or similar qualifiers contained therein) has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (as such term is defined in Section 1.01 of the Agreement).
Without limiting the generality of the foregoing, the undersigned confirms that Seller has updated the Seller Disclosure Schedules as permitted by Section 6.04 of the Agreement, and that the representations and warranties of Seller, as qualified by the Seller Disclosure Schedules (including any supplements or updates thereto delivered in accordance with Section 6.04), remain true and correct in all respects as of the Closing Date, subject to the exceptions set forth in clauses (i) and (ii) above.
The undersigned further certifies that Seller has not received, as of the Closing Date, any written notice or communication from any third party or Governmental Authority that would cause Seller to believe that any representation or warranty of Seller set forth in Article IV of the Agreement has become untrue, inaccurate, or misleading in any material respect since the date of the Agreement.
Section 2. Performance of Covenants
The undersigned hereby certifies to Buyer that Seller has duly performed and complied in all material respects with all covenants, agreements, and obligations required by the Agreement to be performed or complied with by Seller at or prior to the Closing Date, including, without limitation, the covenants and agreements of Seller set forth in Article VI of the Agreement.
Without limiting the generality of the foregoing, the undersigned certifies that:
(a) Seller has complied in all material respects with the interim operating covenants set forth in Section 6.01 of the Agreement governing the conduct of the Business between the date of the Agreement (July 19, 2024) and the Closing Date (November 15, 2024), including, but not limited to, the obligations to (i) operate the Business in the ordinary course of business consistent with past practice, (ii) use commercially reasonable efforts to preserve intact the Business's current business organization, maintain existing relationships with key customers, suppliers, authors, licensors, and employees, and preserve the goodwill of the Business, and (iii) not take any of the actions prohibited by Section 6.01(b) of the Agreement without the prior written consent of Buyer (which consent was not to be unreasonably withheld, conditioned, or delayed);
(b) Seller has used its commercially reasonable efforts to cause the conditions to Closing set forth in Article VIII of the Agreement to be satisfied at or prior to the Closing Date, as required by Section 6.03 of the Agreement;
(c) Seller has provided Buyer and its representatives with access to the books, records, properties, and personnel of the Business as required by Section 6.02 of the Agreement during the period between signing and the Closing Date;
(d) Seller has delivered all notices, consents, and other communications required to be delivered by Seller pursuant to the Agreement on or prior to the Closing Date; and
(e) Seller has taken all actions reasonably necessary to effectuate the Pre-Closing Restructuring (as defined in Section 6.09 of the Agreement), including the separation of certain shared corporate functions and the assignment and assumption of the Transferred Assets and Assumed Liabilities, in each case in accordance with the terms and conditions set forth in the Agreement and the Pre-Closing Restructuring Plan attached as Exhibit H thereto.
Section 3. No Orders, Injunctions, or Legal Proceedings
The undersigned hereby certifies to Buyer that:
(a) No temporary restraining order, preliminary or permanent injunction, cease-and-desist order, or other order, judgment, or decree issued by any court of competent jurisdiction or other Governmental Authority of competent jurisdiction is in effect as of the Closing Date that prevents, restrains, enjoins, or prohibits the consummation of the transactions contemplated by the Agreement (including the sale, transfer, and assignment of 100% of the membership interests in Meridian Press Holdings LLC from Seller to Buyer), or that would impose any material limitations or conditions on Buyer's ability to own, operate, or control the Business following the Closing;
(b) No action, suit, proceeding, claim, arbitration, or investigation has been commenced, filed, or, to the Knowledge of Seller, threatened by or before any Governmental Authority of competent jurisdiction that (i) seeks to prevent, restrain, enjoin, or prohibit the consummation of any of the transactions contemplated by the Agreement, (ii) challenges the validity, legality, or enforceability of the Agreement or any of the transactions contemplated thereby, or (iii) seeks damages, penalties, or other relief in connection with any of the transactions contemplated by the Agreement that would reasonably be expected to have a Material Adverse Effect; and
(c) No statute, rule, regulation, executive order, decree, ruling, or other governmental action has been enacted, entered, promulgated, enforced, or issued by any Governmental Authority that (i) would make the consummation of the transactions contemplated by the Agreement illegal or otherwise prohibited, (ii) would impose conditions or restrictions on Buyer's ownership, operation, or control of the Business following the Closing that would reasonably be expected to have a Material Adverse Effect, or (iii) would otherwise prevent or prohibit the consummation of the transactions contemplated by the Agreement.
Section 4. Governmental Approvals
The undersigned hereby certifies to Buyer that all governmental approvals, consents, authorizations, orders, and filings required to be obtained from or made with any Governmental Authority in connection with the consummation of the transactions contemplated by the Agreement have been duly obtained or made, as applicable, and remain in full force and effect as of the Closing Date. Without limiting the generality of the foregoing, the undersigned certifies as follows:
(a) Hart-Scott-Rodino Antitrust Improvements Act of 1976
The required notification and report forms under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and the rules and regulations promulgated thereunder (16 C.F.R. Parts 801–803), were filed by Seller and Buyer with the Federal Trade Commission (the "FTC") and the Antitrust Division of the United States Department of Justice (the "DOJ") on May 20, 2024 (HSR Transaction No. 20241537). The filing fee in the amount of Two Hundred Eighty Thousand One Hundred Fifty Dollars ($280,150.00), as determined in accordance with the applicable fee schedule set forth in the HSR Act, was timely paid by Buyer in connection with such filing.
Early termination of the initial thirty (30) day waiting period applicable to such filing was granted by the FTC on June 28, 2024, and notice of such early termination was published in the Federal Register. No request for additional information or documentary material (commonly referred to as a "second request") was issued by the FTC or the DOJ in connection with the HSR filing. As of the Closing Date, the applicable waiting period under the HSR Act has expired and been terminated, and no action, investigation, or proceeding by the FTC, the DOJ, or any other Governmental Authority under the HSR Act or any other antitrust or competition law of the United States is pending or, to the Knowledge of Seller, threatened with respect to the transactions contemplated by the Agreement.
(b) Canadian Competition Act
In connection with the operations of Meridian Press Canada ULC, a British Columbia unlimited liability company and an indirect wholly-owned subsidiary of Meridian Press Holdings LLC, the required notification under Part IX of the Competition Act (Canada), R.S.C. 1985, c. C-34, as amended (the "Canadian Competition Act"), was filed with the Commissioner of Competition (the "Commissioner") in accordance with the applicable provisions of the Canadian Competition Act and the Notifiable Transactions Regulations (SOR/87-348).
Clearance in respect of the transactions contemplated by the Agreement under the Canadian Competition Act was received from the Commissioner on July 30, 2024, in the form of an advance ruling certificate issued pursuant to Section 102 of the Canadian Competition Act (or, alternatively, a "no action" letter from the Competition Bureau of Canada). No conditions, undertakings, consent agreements, or remedial measures of any nature were imposed by the Commissioner or the Competition Tribunal in connection with the granting of such clearance. Such clearance remains in full force and effect as of the Closing Date, and no action, investigation, or proceeding by the Commissioner or the Competition Tribunal under the Canadian Competition Act is pending or, to the Knowledge of Seller, threatened with respect to the transactions contemplated by the Agreement.
(c) Committee on Foreign Investment in the United States
No filing with, notification to, or review by the Committee on Foreign Investment in the United States ("CFIUS") pursuant to Section 721 of the Defense Production Act of 1950, as amended (50 U.S.C. § 4565), and the regulations promulgated thereunder (31 C.F.R. Parts 800–802), was required in connection with the consummation of the transactions contemplated by the Agreement. The Business does not constitute a "TID U.S. business" within the meaning of 31 C.F.R. § 800.248, and the transactions contemplated by the Agreement do not constitute a "covered transaction" within the meaning of 31 C.F.R. § 800.213, as (i) neither Buyer nor any of its affiliates constitutes a "foreign person" within the meaning of 31 C.F.R. § 800.224, and (ii) the Business does not involve critical technology, critical infrastructure, or sensitive personal data, in each case as defined in the applicable CFIUS regulations. Accordingly, no voluntary or mandatory filing with CFIUS was necessary, and no review or investigation by CFIUS is pending or, to the Knowledge of Seller, contemplated.
(d) Other Governmental Approvals
No other governmental filings, approvals, consents, authorizations, orders, permits, licenses, or similar actions from any federal, state, local, or foreign Governmental Authority are required to be obtained or made in connection with the execution and delivery of the Agreement or the consummation of the transactions contemplated thereby that have not been duly obtained or made prior to or concurrently with the Closing. All such governmental filings, approvals, consents, authorizations, orders, permits, licenses, and similar actions remain in full force and effect as of the Closing Date, and no such filing, approval, consent, authorization, order, permit, license, or similar action is subject to any condition, limitation, or restriction that would reasonably be expected to have a Material Adverse Effect or that would materially impair Buyer's ability to own, operate, or control the Business following the Closing.
Section 5. Third-Party Consents
The undersigned hereby certifies to Buyer that all third-party consents, waivers, approvals, and authorizations required to be obtained under the Agreement as conditions precedent to the Closing have been duly obtained, and each such consent, waiver, approval, and authorization remains in full force and effect as of the Closing Date. Without limiting the generality of the foregoing, the undersigned certifies as follows:
(a) Oakbridge Distribution Alliance Agreement
The consent required in connection with the change of control of Meridian Press Holdings LLC under that certain Distribution Alliance Agreement, dated as of March 12, 2018, by and between Meridian Distribution Services Inc. (as successor by assignment from Meridian Press Holdings LLC) and Oakbridge Logistics Partners, LLC, as amended by Amendment No. 1 thereto, dated September 7, 2020, and Amendment No. 2 thereto, dated January 15, 2023 (collectively, the "Oakbridge Distribution Alliance Agreement"), was duly obtained from Oakbridge Logistics Partners, LLC on July 2, 2024, pursuant to a written consent letter executed by an authorized officer of Oakbridge Logistics Partners, LLC. Such consent remains in full force and effect as of the Closing Date and has not been revoked, amended, modified, or withdrawn. No additional conditions, fees, or requirements were imposed by Oakbridge Logistics Partners, LLC as a condition to the granting of such consent, other than those conditions set forth in the consent letter that have been satisfied as of the Closing Date.
(b) Major Author and Content License Agreements
Consents under each of the five (5) major author and content license agreements identified in Section 4.04(b) of the Seller Disclosure Schedules as requiring consent in connection with the transactions contemplated by the Agreement were duly obtained between June 2024 and October 2024, as follows:
(i) Consent under the Exclusive Publishing Agreement with Katherine Aldridge (dated February 8, 2021) — obtained June 14, 2024;
(ii) Consent under the Content License and Distribution Agreement with Whitecliff Academic Consortium, Ltd. (dated November 3, 2019) — obtained July 11, 2024;
(iii) Consent under the Multi-Book Publishing Agreement with James R. Thornton (dated April 22, 2022) — obtained August 5, 2024;
(iv) Consent under the Digital Content License Agreement with Harborview Press Digital, Inc. (dated September 15, 2020) — obtained September 19, 2024; and
(v) Consent under the Illustrated Series License Agreement with Foxglove Creative Studios LLC (dated January 30, 2023) — obtained October 8, 2024.
Each such consent was obtained in the form of a written consent, waiver, or amendment executed by the applicable counterparty, and each such consent remains in full force and effect as of the Closing Date and has not been revoked, amended, modified, or withdrawn.
(c) Lease Consents — Landlord Approvals
Of the ten (10) leased properties comprising the real property leasehold interests of Meridian Press Holdings LLC and its subsidiaries (consisting of eight (8) leased warehouse and office locations in the United States and two (2) leased warehouse and office locations in Canada, specifically Toronto, Ontario and Vancouver, British Columbia), four (4) such leased properties required the prior written consent of the applicable landlord in connection with the assignment or change of control of the tenant effectuated by the transactions contemplated by the Agreement. All four (4) required landlord consents were duly obtained, with the final landlord consent (relating to the warehouse facility located at 2740 Industrial Parkway, Suite 200, Memphis, Tennessee 38118) obtained on November 1, 2024. Each such landlord consent remains in full force and effect as of the Closing Date and has not been revoked, amended, modified, or withdrawn.
The undersigned confirms that, with respect to the remaining six (6) leased properties, no landlord consent was required under the terms of the applicable lease agreements in connection with the transactions contemplated by the Agreement, or such leases contained provisions permitting assignment or change of control without landlord consent upon the satisfaction of specified conditions, which conditions have been satisfied as of the Closing Date.
(d) Intercompany Arrangements
(i) Shared Services Intercompany Agreement. That certain Shared Services Intercompany Agreement, dated as of June 1, 2017, by and between Aurelius Media Holdings Inc. and Meridian Press Holdings LLC, as amended from time to time (the "Shared Services Agreement"), has been terminated effective as of the Closing, pursuant to a Termination Agreement executed by each party thereto. The Transition Services Agreement, dated as of the Closing Date (November 15, 2024), by and between Aurelius Media Holdings Inc. and Ridgeline Publishing Acquisition Corp. (the "Transition Services Agreement"), has been duly executed and delivered by Seller concurrently with the Closing, and shall become effective as of the Closing Date, to provide for the transitional provision of certain shared corporate services (including information technology, human resources, payroll administration, and certain accounting and financial reporting services) for a period not to exceed eighteen (18) months following the Closing Date, all in accordance with the terms and conditions set forth therein.
(ii) Intercompany Promissory Note. That certain Intercompany Promissory Note, dated as of August 14, 2019, in the original principal amount of Fifty Million Dollars ($50,000,000.00), issued by Meridian Press Holdings LLC, as maker, in favor of Aurelius Media Holdings Inc., as payee (the "Intercompany Note"), is being repaid in full at the Closing, including all accrued and unpaid interest thereon through and including the Closing Date. A payoff letter, in form and substance reasonably acceptable to Buyer, has been delivered to Buyer setting forth the aggregate payoff amount required to satisfy in full all obligations under the Intercompany Note. Upon receipt of such payoff amount at the Closing, Aurelius Media Holdings Inc. shall mark the Intercompany Note "PAID IN FULL" and deliver the original executed Intercompany Note to Buyer or its designee. In addition, a lien release (in recordable form, to the extent applicable) releasing all liens and security interests, if any, granted by Meridian Press Holdings LLC or any of its subsidiaries in favor of Aurelius Media Holdings Inc. to secure the obligations under the Intercompany Note, has been duly executed and delivered by Aurelius Media Holdings Inc. to Buyer concurrently with the Closing.
Section 6. No Material Adverse Effect
The undersigned hereby certifies to Buyer that, since the date of the Agreement (July 19, 2024) through and including the Closing Date (November 15, 2024), no event, change, effect, circumstance, 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 on:
(a) the business, financial condition, assets, liabilities, or results of operations of the Business (consisting of Meridian Press Holdings LLC, a Delaware limited liability company (Delaware Secretary of State file no. 4521889), and its direct and indirect subsidiaries, namely (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, a British Columbia unlimited liability company), taken as a whole; or
(b) the ability of Seller to consummate the transactions contemplated by the Agreement or to perform its obligations under the Agreement on a timely basis.
In making the foregoing certification, the undersigned has reviewed and considered, among other things, the unaudited interim financial statements of the Business for the periods ended June 30, 2024 and September 30, 2024, as well as the preliminary financial data for the period ended October 31, 2024, and has conferred with the management team of the Business and the relevant financial, legal, and operational personnel of Seller, and the undersigned is not aware of any facts, circumstances, events, or developments that would cause the foregoing certification to be inaccurate or misleading in any material respect.
Section 7. Delivery of Closing Deliverables
The undersigned hereby certifies to Buyer that Seller has delivered, or caused to be delivered, or is concurrently delivering at the Closing, each of the documents, instruments, agreements, and certificates required to be delivered by Seller at or prior to the Closing pursuant to Section 3.02 and Section 8.02 of the Agreement. Without limiting the generality of the foregoing, the following documents, instruments, agreements, and certificates have been delivered or are being concurrently delivered by or on behalf of Seller at the Closing:
(a) An executed Assignment of Membership Interests (in the form attached as Exhibit A to the Agreement), transferring, assigning, and conveying 100% of the issued and outstanding membership interests in Meridian Press Holdings LLC, a Delaware limited liability company (Delaware Secretary of State file no. 4521889), from Aurelius Media Holdings Inc., as assignor, to Ridgeline Publishing Acquisition Corp., as assignee, free and clear of all liens, encumbrances, pledges, security interests, and other restrictions (other than restrictions arising under applicable federal and state securities laws);
(b) The Estimated Closing Statement (in the form contemplated by Section 2.04(a) of the Agreement), setting forth in reasonable detail the good faith calculation by Seller of the Estimated Equity Purchase Price of Four Hundred Eighteen Million Dollars ($418,000,000.00), including the components thereof (Estimated Closing Cash, Estimated Closing Indebtedness, Estimated Closing Net Working Capital, and Estimated Transaction Expenses), prepared in accordance with the Accounting Principles set forth in Exhibit G to the Agreement;
(c) A FIRPTA Certificate (Non-Foreign Affidavit) of Aurelius Media Holdings Inc., executed under penalties of perjury in accordance with Treasury Regulations Section 1.1445-2(b)(2) and Section 1.897-2(h), certifying that Aurelius Media Holdings Inc. is not a "foreign person" within the meaning of Section 1445 of the Internal Revenue Code of 1986, as amended, together with an IRS Form W-9 completed by Aurelius Media Holdings Inc.;
(d) A Secretary's Certificate of Seller (in the form contemplated by Section 8.02(d) of the Agreement), executed by the Secretary or an Assistant Secretary of Aurelius Media Holdings Inc., certifying as to (i) the incumbency and specimen signatures of each officer of Seller authorized to execute and deliver the Agreement, this Certificate, and the other Transaction Documents, (ii) the certificate of incorporation and bylaws (or equivalent organizational documents) of Seller, each as in effect as of the Closing Date, and (iii) resolutions of the Board of Directors of Seller authorizing the execution, delivery, and performance of the Agreement and the consummation of the transactions contemplated thereby;
(e) Good standing certificates (or certificates of status or equivalent certificates, as applicable) for Meridian Press Holdings LLC and each of its subsidiaries, as follows: (i) a certificate of good standing for Meridian Press Holdings LLC issued by the Secretary of State of the State of Delaware, (ii) a certificate of good standing for Meridian Distribution Services Inc. issued by the Secretary of State of the State of Delaware, (iii) a certificate of good standing for Bellweather Academic Press Inc. issued by the Secretary of State of the State of Delaware, (iv) a certificate of good standing for Foxglove Media LLC issued by the Secretary of State of the State of Delaware, and (v) a certificate of status for Meridian Press Canada ULC issued by the British Columbia Registrar of Companies, in each case dated within five (5) Business Days of the Closing Date;
(f) The executed Transition Services Agreement, dated as of the Closing Date, by and between Aurelius Media Holdings Inc. and Ridgeline Publishing Acquisition Corp., in the form attached as Exhibit C to the Agreement;
(g) The executed Escrow Agreement, dated as of the Closing Date, by and among Aurelius Media Holdings Inc., Ridgeline Publishing Acquisition Corp., and Granite Trust Company, N.A., as escrow agent, in the form attached as Exhibit D to the Agreement, providing for the deposit into escrow of the Indemnity Escrow Amount and the Adjustment Escrow Amount in accordance with Section 2.03 of the Agreement;
(h) The executed Trademark License Agreement, dated as of the Closing Date, by and between Ridgeline Publishing Acquisition Corp. (as licensor) and Aurelius Media Holdings Inc. (as licensee), in the form attached as Exhibit E to the Agreement, granting Aurelius Media Holdings Inc. a limited, non-exclusive, royalty-free license to use the "Meridian" name and associated trademarks for a transitional period, subject to the terms and conditions set forth therein;
(i) The executed Non-Competition and Non-Solicitation Agreement, dated as of the Closing Date, by and between Aurelius Media Holdings Inc. and Ridgeline Publishing Acquisition Corp., in the form attached as Exhibit F to the Agreement;
(j) The executed Section 338(h)(10) Election Agreement, dated as of the Closing Date, by and between Aurelius Media Holdings Inc. and Ridgeline Publishing Acquisition Corp., in the form attached as Exhibit I to the Agreement, providing for the joint election under Section 338(h)(10) of the Internal Revenue Code of 1986, as amended, and the corresponding provisions of applicable state and local tax law, with respect to the acquisition of the membership interests in Meridian Press Holdings LLC;
(k) The payoff letter and lien release described in Section 5(d)(ii) of this Certificate with respect to the Intercompany Note in the principal amount of $50,000,000.00;
(l) This Officer's Certificate (Closing Certificate — Bring-Down of Representations and Warranties), delivered pursuant to Section 8.02(c) of the Agreement; and
(m) Certified copies of the resolutions of (i) the Board of Directors of Aurelius Global Media Group PLC, adopted on July 17, 2024, approving the transactions contemplated by the Agreement, and (ii) the Board of Directors of Aurelius Media Holdings Inc., adopted on July 17, 2024, authorizing the execution, delivery, and performance of the Agreement and the consummation of the transactions contemplated thereby, including the designation of authorized officers to execute and deliver the Agreement, this Certificate, and all other Transaction Documents on behalf of Seller.
Section 8. Disclaimer and Limitation
This Certificate is delivered solely for the purpose of satisfying the conditions precedent to the obligations of Buyer to consummate the Closing as set forth in Section 8.02 of the Agreement. This Certificate is not intended to, and shall not, create any rights, claims, or causes of action in favor of, or confer any benefits upon, any Person other than Buyer (and its permitted successors and assigns under the Agreement). Nothing in this Certificate shall be deemed to expand, modify, amend, supplement, or otherwise alter any of the representations, warranties, covenants, agreements, or obligations of Seller set forth in the Agreement, or to create any independent liability or obligation of Seller or the undersigned beyond that expressly set forth in the Agreement.
The certifications set forth in this Certificate are made as of the Closing Date (November 15, 2024) and are based upon the knowledge and belief of the undersigned in her capacity as an authorized officer of Seller, after due inquiry and review of relevant information reasonably available to the undersigned in such capacity. Notwithstanding anything to the contrary herein, the undersigned makes the certifications set forth in this Certificate solely in her capacity as an authorized officer of Seller and not in any individual or personal capacity, and shall have no personal liability with respect to the certifications made herein.
This Certificate shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to the conflicts of law principles thereof that would result in the application of the laws of any other jurisdiction.
[Signature page follows]
IN WITNESS WHEREOF, the undersigned has executed this Officer's Certificate of Seller as of the date first written above.
AURELIUS MEDIA HOLDINGS INC.
By: ________
Name: Claudia M. Restrepo
Title: Senior Vice President, Corporate Development and General Counsel
Date: November 15, 2024
Designated Authorized Officer pursuant to Resolution of the Board of Directors of Aurelius Media Holdings Inc. adopted on July 17, 2024

OFFICER'S CERTIFICATE OF SELLER

AURELIUS MEDIA HOLDINGS INC.

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