SECRETARY'S CERTIFICATE OF AURELIUS MEDIA HOLDINGS INC.
Delivered Pursuant to the Membership Interest Purchase Agreement dated July 19, 2024
November 15, 2024
The undersigned, Claudia Restrepo, duly elected, qualified, and acting Secretary 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 "Company" or "Seller"), hereby certifies, in connection with the closing of the transactions contemplated by that certain Membership Interest Purchase Agreement, dated as of July 19, 2024 (the "MIPA"), by and among (i) Aurelius Media Holdings Inc., a Delaware corporation (file no. 5987324), as Seller, (ii) Ridgeline Publishing Acquisition Corp., a Delaware corporation (file no. 6501982), as Buyer ("Buyer"), and (iii) solely for purposes of certain provisions set forth therein, Aurelius Global Media Group PLC, a public limited company organized under the laws of England and Wales (Companies House No. 08431276), and Pinnacle Ridge Capital Partners Fund IV, L.P., a Delaware limited partnership (file no. 6234577), as follows.
Capitalized terms used but not otherwise defined in this Certificate shall have the meanings ascribed to such terms in the MIPA.
This Certificate is being delivered by the undersigned in her capacity as Secretary of the Company pursuant to Section 7.2(e) of the MIPA, as a condition precedent to the obligations of Buyer to consummate the Closing. The transaction contemplated by the MIPA involves, among other things, the sale and transfer by Seller to Buyer of one hundred percent (100%) of the membership interests (the "Membership Interests") in Meridian Press Holdings LLC, a Delaware limited liability company (Delaware Secretary of State file no. 4521889) (the "Target Company"). The Closing Date is November 15, 2024.
In making the certifications set forth herein, the undersigned has made such examinations and inquiries as the undersigned has deemed necessary or appropriate, including a review of the books and records of the Company, the originals or copies of the organizational documents, resolutions, and other documents of the Company referenced herein and attached hereto, and such other documents and records as the undersigned has deemed relevant.
Section 1. Certificate of Incorporation
The undersigned hereby certifies that attached hereto as Exhibit A is a true, correct, and complete copy of the Certificate of Incorporation of Aurelius Media Holdings Inc. (Delaware Secretary of State file no. 5987324), including all amendments, restatements, certificates of designation, and supplements thereto, as currently in effect as of the date hereof. No amendments to the Certificate of Incorporation have been filed with the Secretary of State of the State of Delaware, or are pending or contemplated, since the most recent amendment date reflected therein. Said Certificate of Incorporation has not been further amended, modified, supplemented, rescinded, or revoked since such date and remains in full force and effect as of the date hereof.
Section 2. Bylaws
The undersigned hereby certifies that attached hereto as Exhibit B is a true, correct, and complete copy of the Bylaws of Aurelius Media Holdings Inc., as amended through the date hereof and as currently in effect as of the date hereof. Said Bylaws have not been further amended, modified, supplemented, rescinded, or revoked and remain in full force and effect as of the date hereof. No action has been taken by the Board of Directors or the stockholders of the Company to amend, modify, supplement, rescind, or revoke such Bylaws, and no such action is pending or contemplated as of the date hereof.
Section 3. Board Resolutions
The undersigned hereby certifies that attached hereto as Exhibit C is a true, correct, and complete copy of the resolutions (the "Resolutions") duly adopted by the Board of Directors of Aurelius Media Holdings Inc. on July 17, 2024, by unanimous written consent in lieu of a special meeting of the Board of Directors, in accordance with Section 141(f) of the Delaware General Corporation Law and the Bylaws of the Company. Such written consent was executed by all members of the Board of Directors then in office, and all requirements under applicable law, the Certificate of Incorporation, and the Bylaws for the valid adoption of such Resolutions were duly satisfied.
The Resolutions, among other things, authorized and approved the following:
(a) the sale, transfer, assignment, conveyance, and delivery by Seller to Buyer of one hundred percent (100%) of the Membership Interests in Meridian Press Holdings LLC at an aggregate enterprise value of Four Hundred Eighty Million Dollars ($480,000,000), subject to customary purchase price adjustments as set forth in the MIPA, including adjustments for estimated closing cash, indebtedness, transaction expenses, and net working capital;
(b) the execution, delivery, and performance by the Company of the MIPA and all ancillary transaction documents contemplated thereby, including, without limitation, the following:
(i) the Transition Services Agreement;
(ii) the Escrow Agreement, by and among the Company, Buyer, and Granite Trust Company, N.A., as escrow agent;
(iii) the Trademark License Agreement;
(iv) the Non-Competition and Non-Solicitation Agreement;
(v) the Section 338(h)(10) Election Agreement;
(vi) all other agreements, certificates, instruments, documents, and deliverables contemplated by or required to be executed and delivered by Seller pursuant to the MIPA in connection with the Closing; and
(c) the designation of certain authorized officers of the Company to execute and deliver the MIPA and all closing deliverables on behalf of the Company in connection with the transactions contemplated thereby, with full power and authority to take all actions and execute all documents as such officers may deem necessary or advisable to consummate the transactions contemplated by the MIPA.
The undersigned hereby further certifies that such Resolutions have not been amended, modified, supplemented, rescinded, or revoked in any respect and remain in full force and effect as of the date hereof. No other resolutions have been adopted by the Board of Directors of Aurelius Media Holdings Inc. (whether by written consent or at any meeting, whether regular or special) that would in any way amend, modify, supplement, conflict with, supersede, or limit the authority granted by the Resolutions attached hereto as Exhibit C.
Section 4. No Dissolution or Proceedings; Good Standing
The undersigned hereby certifies that no proceedings have been taken, authorized, or are pending or, to the knowledge of the undersigned, threatened for the dissolution, liquidation, winding up, reorganization (whether voluntary or involuntary), or termination of Aurelius Media Holdings Inc., whether under the Delaware General Corporation Law, Title 11 of the United States Code (Bankruptcy Code), or otherwise. The Company has not made an assignment for the benefit of creditors, nor has any receiver, trustee, custodian, or similar officer been appointed for the Company or any substantial part of its assets.
The undersigned hereby further certifies that Aurelius Media Holdings Inc. is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware, and has all requisite corporate power and authority to own, lease, and operate its properties and assets and to conduct its business as presently conducted and to execute, deliver, and perform its obligations under the MIPA and the ancillary transaction documents.
Section 5. Incumbency and Specimen Signatures
The undersigned hereby certifies the names, titles, and genuine specimen signatures of each officer of Aurelius Media Holdings Inc. who has been duly authorized by the Board of Directors of the Company (pursuant to the Resolutions attached hereto as Exhibit C) to execute and deliver the MIPA and all ancillary transaction documents and closing deliverables on behalf of the Company, as set forth in the table below:
The undersigned hereby certifies that each of the foregoing persons held the office set forth opposite his or her name on and at all times since July 19, 2024 (the date of execution of the MIPA) through and including the date hereof, and that the signature set forth opposite each such person's name is his or her genuine signature. Each of the foregoing persons was duly elected or appointed to the office set forth opposite his or her name in accordance with the Certificate of Incorporation and the Bylaws of the Company, and each such person continues to hold such office as of the date hereof.
The undersigned hereby further certifies that each of the above-named officers is duly authorized to execute and deliver, on behalf of Aurelius Media Holdings Inc., each of the following documents, instruments, agreements, certificates, and deliverables, as applicable:
(a) the Membership Interest Purchase Agreement (the MIPA);
(b) the Assignment of Membership Interests, transferring 100% of the Membership Interests in Meridian Press Holdings LLC from Seller to Buyer;
(c) the Estimated Closing Statement, prepared in accordance with Section 2.3 of the MIPA;
(d) the Officer's Certificate, delivered pursuant to Section 7.2(a) of the MIPA;
(e) the Closing Certificate (Bring-Down of Representations and Warranties), delivered pursuant to Section 7.2(b) of the MIPA;
(f) the FIRPTA Certificate (Certificate of Non-Foreign Status / Non-Foreign Affidavit), delivered pursuant to Section 7.2(d) of the MIPA and in accordance with Treasury Regulation Section 1.1445-2(b)(2);
(g) the Escrow Agreement, by and among Seller, Buyer, and Granite Trust Company, N.A., as escrow agent;
(h) the Transition Services Agreement;
(i) the Trademark License Agreement;
(j) the Non-Competition and Non-Solicitation Agreement;
(k) the Section 338(h)(10) Election Agreement;
(l) the Payoff Letter and related Lien Release pertaining to the Fifty Million Dollar ($50,000,000) intercompany promissory note between the Company and the Target Company; and
(m) all other documents, instruments, agreements, certificates, and deliverables required to be executed and delivered by Seller at or prior to the Closing pursuant to the terms and conditions of the MIPA and the ancillary transaction documents.
Section 6. No Conflicts or Violations
The undersigned hereby certifies that the execution, delivery, and performance by the Company of the MIPA and each of the ancillary transaction documents to which the Company is or will be a party, and the consummation of the transactions contemplated thereby, including the sale and transfer of 100% of the Membership Interests in Meridian Press Holdings LLC to Buyer, do not and will not (a) violate, conflict with, or result in a breach of any provision of the Certificate of Incorporation of Aurelius Media Holdings Inc., as amended and as currently in effect, or the Bylaws of Aurelius Media Holdings Inc., as amended and as currently in effect, (b) result in a default (or an event that, with the giving of notice or passage of time or both, would constitute a default) under the Certificate of Incorporation or Bylaws of the Company, or (c) result in the creation or imposition of any lien, charge, encumbrance, or restriction on any of the assets, properties, or rights of the Company pursuant to the Certificate of Incorporation or Bylaws of the Company.
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IN WITNESS WHEREOF, I have hereunto set my hand as of the date first written above, this 15th day of November 2024, and I do hereby confirm that each of the foregoing certifications is true and correct as of the date hereof.
AURELIUS MEDIA HOLDINGS INC.
By: _________
Name: Claudia Restrepo
Title: Vice President and Secretary
Date: November 15, 2024
COUNTER-CERTIFICATION
The undersigned, Thomas Whitfield, duly elected, qualified, and acting Vice President of Aurelius Media Holdings Inc., a corporation duly organized and validly existing under the laws of the State of Delaware (the "Company"), hereby certifies, for the purpose of confirming the incumbency of the officer who executed the foregoing Secretary's Certificate, that Claudia Restrepo is the duly elected, qualified, and acting Vice President and Secretary of the Company, that she held such office on and at all times since July 19, 2024 through and including the date hereof, and that the signature appearing on the Secretary's Certificate above is the genuine signature of Claudia Restrepo. Ms. Restrepo was duly elected to her current office in accordance with the Certificate of Incorporation and Bylaws of the Company and continues to serve in such capacity as of the date hereof.
The undersigned further certifies that Ms. Restrepo is duly authorized by the Board of Directors of the Company to execute and deliver the Secretary's Certificate on behalf of the Company in connection with the transactions contemplated by the MIPA.
AURELIUS MEDIA HOLDINGS INC.
By: _________
Name: Thomas Whitfield
Title: Vice President
Date: November 15, 2024
EXHIBIT LIST
The following exhibits are attached hereto and incorporated by reference into this Secretary's Certificate:
Exhibit A — Certificate of Incorporation of Aurelius Media Holdings Inc. (Delaware Secretary of State file no. 5987324), including all amendments, restatements, and certificates of designation thereto, as currently in effect
[Attached]
Exhibit B — Bylaws of Aurelius Media Holdings Inc., as amended and as currently in effect
[Attached]
Exhibit C — Resolutions of the Board of Directors of Aurelius Media Holdings Inc. dated July 17, 2024, adopted by unanimous written consent in lieu of a special meeting, authorizing the sale and transfer of 100% of the membership interests in Meridian Press Holdings LLC (Delaware Secretary of State file no. 4521889) to Ridgeline Publishing Acquisition Corp. and the execution, delivery, and performance of the Membership Interest Purchase Agreement and all ancillary transaction documents
[Attached]
| Name | Title | Specimen Signature |
| Claudia Restrepo | Vice President and Secretary | _____ |
| Thomas Whitfield | Vice President | _____ |
| Priya Nandakumar | Vice President and Treasurer | _____ |