JOHN WILEY & SONS, INC.

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 Wiley Acquires Emerald, Expanding Research Scale and Deepening Proprietary Content Across the AI-Driven Knowledge Economy

 Meaningfully expands Wiley’s journal portfolio to ~2,500 titles and establishes category leadership across economics, business, finance, and the social sciences

 All-cash transaction valued at ~7x Adjusted EBITDA (including targeted cost synergies); expected to be accretive to Adjusted EPS in year one

 Hoboken, NJ, June 2, 2026 – Wiley (NYSE: WLY), a global leader in authoritative content and research intelligence, today announced it has acquired Emerald Publishing Limited (“Emerald”) from Cambridge Information Group (CIG) in an all-cash transaction valued at £337 million, or USD 452 million. The acquisition expands Wiley’s journal portfolio to approximately 2,500 titles and establishes it as a leader in the social sciences — particularly economics, business, and finance.

 In addition to strengthening Wiley's scale advantage in Research, the acquisition deepens Wiley’s proprietary content position for use in AI and data analytics, at a moment when demand for trusted peer-reviewed research content is accelerating rapidly as corporations build out AI models and applications.

 "Emerald represents an outstanding strategic fit for Wiley – a complementary portfolio, a compatible culture, and decades of specialized content that will meaningfully expand our scale and portfolio depth in both research publishing and research intelligence," said Matthew Kissner, Wiley President and CEO. "This transaction reflects our conviction that research and AI are mutually reinforcing: our proprietary content and data fuels AI, and AI accelerates the pace of publishing. Emerald materially strengthens both — expanding our peer-reviewed content base and adding a high-margin, recurring revenue stream that we expect to drive meaningful shareholder value."

 Founded in 1967 and headquartered in the UK, Emerald is a highly regarded scholarly publisher globally with nearly 500 journal brands, 8,000 book titles, and an extensive archive of case studies and backfile content. The addition of its portfolio strengthens Wiley’s position across multiple disciplines, notably economics, business, finance, accounting, management, strategy, education, engineering, information and knowledge management, operations, public policy and environmental management.

 “Wiley is the ideal home for Emerald and the global communities we serve,” said Vicky Williams, CEO of Emerald. “For almost 60 years, we have been dedicated to publishing the highest-quality peer-reviewed research that bridges the gap between academic discovery and practical application, as well as developing an internal and external-facing culture that promotes inclusion and belonging. Joining Wiley gives us the best-in-class platform, an extended global footprint, and further reach into academic and corporate markets to drive real-world impact, which aligns with our founding mission. We are excited to join Wiley and build on their exceptional foundation for growth, innovation, and integrity.”

 "Emerald has built an exceptional reputation in academic publishing through its commitment to quality, innovation, and global impact. We are incredibly proud of the business the Emerald team has built and the value created over the years," said Andy Snyder, CEO, Cambridge Information Group. "Wiley is the ideal partner for Emerald’s next chapter, with the scale, capabilities, and strategic vision to further expand its reach and influence across the global research community."

 Financial Highlights
 In its fiscal year ending December 31, 2026, Emerald is expected to generate over USD 85 million of revenue with mid-single-digit revenue growth, 92% recurring subscription revenue, and 85% of revenue generated outside North America. Wiley expects to realize approximately USD 30 million of annual run-rate cost synergies by year three, with meaningful cost synergy realization by year two. The acquisition unlocks a meaningful growth opportunity in the U.S. and creates multiple avenues for cross selling across academic and corporate audiences.

 Additional Information
 Supplementary Presentation: For more information, please see a detailed presentation at Events and Presentations (or at Investors.Wiley.com) and in the 8-K filing with the SEC.

 Advisors
 Centerview Partners LLC served as financial advisor and Arnold & Porter Kaye Scholer LLP served as legal advisor to Wiley. Evercore served as financial advisor and Fried, Frank, Harris, Shriver & Jacobson LLP served as legal advisor to Emerald.

 About Wiley
 Wiley (NYSE: WLY) is a global leader in authoritative content and research intelligence for the advancement of scientific discovery, innovation, and learning. With more than 200 years at the center of the scholarly ecosystem, Wiley combines trusted publishing heritage with AI-powered platforms to transform how knowledge is discovered, accessed, and applied. From individual researchers and students to Fortune 500 R&D teams, Wiley enables the transformation of scientific breakthroughs into real-world impact. From knowledge to impact—Wiley is redefining what's possible in science and learning. Visit us at Wiley.com and Investors.Wiley.com. Follow us on Facebook, X, LinkedIn and Instagram.

 About Emerald
 Founded by management scholars in 1967, Emerald provides a range of publications and publishing services to help researchers tell their stories in a meaningful and timely way, providing innovative tools and services to build confidence and capability in impactful research. As a proud signatory of DORA, Emerald is committed to establishing new pathways to impact, making research more accessible, and helping communities make decisions that change their world for the better. For almost 60 years Emerald's core purpose has been to champion fresh thinkers and help them make a difference so that little by little those in academia or in practice can unite to bring positive change in the real world. Emerald is proud to be a Times Top 50 Employer for Gender Equality 2025, one of the Top 50 Inspiring Workplaces in the UK and Ireland, and one of the Top 100 Global Inspiring Workplaces in 2025.

 About Cambridge Information Group (CIG)
 Founded in 1971, CIG is a family-owned investment firm based in New York City. CIG has a long history of building and investing in businesses and real estate through patient capital, continuous reinvestment and close partnership with management teams. The firm’s focus is on long-term value creation and enduring success. For more information, please visit https://www.cig.com.

 CATEGORY – CORPORATE NEWS

 Andrea Sherman
 Media
 203.536.7564
 asherman@wiley.com
 Brian Campbell
Investor Relations
201.748.6874
brian.campbell@wiley.com

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 Acquisition of Emerald Publishing Supplemental Investor Presentation JUNE 2, 2026

 SAFE HARBOR STATEMENT This presentation contains certain forward-looking statements concerning the Company's operations, performance, and financial condition. Reliance should not be placed on forward-looking statements, as actual results may differ materially from those in any forward-looking statements. Any such forward- looking statements are based upon a number of assumptions and estimates that are inherently subject to uncertainties and contingencies, many of which are beyond the control of the Company and are subject to change based on many important factors. Such factors include, but are not limited to: (i) the level of investment in new technologies and products; (ii) subscriber renewal rates for the Company's journals; (iii) the financial stability and liquidity of journal subscription agents; (iv) the consolidation of book wholesalers and retail accounts; (v) the market position and financial stability of key online retailers; (vi) the seasonal nature of the Company's educational business and the impact of the used book market; (vii) worldwide economic and political conditions; (viii) the Company's ability to protect its copyrights and other intellectual property worldwide (ix) the ability of the Company to successfully integrate acquired operations and realize expected opportunities; (x) the ability to realize operating savings over time and in fiscal year 2026 in connection with our multiyear Global Restructuring Program and completed dispositions; (xi) cyber risk and the failure to maintain the integrity of our operational or security systems or infrastructure, or those of third parties with which we do business; (xii) as a result of acquisitions, we have and may record a significant amount of goodwill and other identifiable intangible assets and we may never realize the full carrying value of these assets; (xiii) our ability to leverage artificial intelligence technologies in our products and services, including generative artificial intelligence, large language models, machine learning, and other artificial intelligence tools; and (xiv) other factors detailed from time to time in our filings with the SEC. The Company undertakes no obligation to update or revise any such forward-looking statements to reflect subsequent events or circumstances. NON-GAAP FINANCIAL MEASURES Wiley provides non-GAAP financial measures and performance results such as: ▪ Adjusted Revenue ▪ Adjusted Earnings Per Share (“Adjusted EPS”); ▪ Free Cash Flow; ▪ Adjusted Operating Income and margin; ▪ Adjusted Income Before Taxes ▪ Adjusted Income Tax Provision ▪ Adjusted Effective Tax Rate ▪ EBITDA (earnings before interest, taxes, depreciation and amortization), Adjusted EBITDA and margin; and ▪ Results on a constant currency (“CC”) basis. Management believes non-GAAP financial measures, which exclude the impact of restructuring charges and credits and certain other items, and the impact of divestitures and acquisitions provide a useful comparable basis to analyze operating results and earnings. See the reconciliations of non-GAAP financial measures and explanations of the uses of non-GAAP measures in the supplementary information. We have not provided our 2026 outlook, pro forma results or other projections for the most directly comparable U.S. GAAP financial measures, as they are not available without unreasonable effort due to the high variability, complexity, and low visibility with respect to certain items, including restructuring charges and credits, gains and losses on foreign currency, and other gains and losses. These items are uncertain, depend on various factors, and could be material to our consolidated results, pro forma results or other projections computed in accordance with U.S. GAAP. 2PROPRIETARY & CONFIDENTIAL |

 fuels REINFORCING GROWTH ENGINES Research Foundational growth engine Leveraging our scale, long-standing moat, and relationships to publish the world's leading academic research Content and Data Rich, curated datasets from world- class research across scientific, technical, and medical disciplines accelerates feeds ▪ Publishing feeds content and data ▪ Data fuels AI and analytics ▪ AI and data analytics powers intelligence ▪ Intelligence accelerates publishing Wiley Research and AI Growth Flywheel AI Intelligence Strengthens publishing and accelerates volume, insights, workflows, and discovery powers AI and Data Analytics Emerging growth engine Leveraging our trusted content, data, and intelligence to transform corporate R&D and innovation

 Durable growth across economic cycles and through continuous technological and societal change Research Publishing in the AI Knowledge Economy Top 3 Wiley Market Position Leader Key Categories* ~2,500 Journals 10,000+ Institutions 600+ Society Partners Healthcare and Life Sciences, Chemistry, Materials Science, Engineering, Food and Agriculture Science, and now Economics, Business, and Finance Peer-review publishers set the global standard for scientific excellence, with longstanding journal brands and peer review networks forming an enduring moat Peer-reviewed research is must-have content for institutions and, increasingly, corporations — and essential for researcher career advancement and funding ROI Demand is rising for verified research content underpinning high-value scientific, financial, legal, and policy workflows Research output keeps growing with global R&D spend and is set to accelerate with AI, which depends on recent, always evolving knowledge. IP fuels agentic AI; published research is fully protected under IP copyright law

 Research Publishing: Scale and Depth Advantages The structural advantages of Research accrue disproportionately to top publishers with scale, breadth, and the ability to invest in evolving infrastructure • Scale and portfolio breadth drive institutional stickiness. Larger, higher-quality journal portfolios command stronger renewal terms and more resilient recurring revenue. • Scale underwrites competitive capabilities. The technology, editorial, and go-to-market investment needed for AI-driven discovery is only sustainable at scale, creating a barrier for smaller players. • Data assets compound with scale. Research content, citation networks, and author relationships are only meaningful in aggregate and accrue to publishers with portfolio breadth and depth. • AI amplifies scale advantages. Publishers with larger repositories and AI-native workflows are best positioned to capture value in research discovery, dissemination, and intelligence. Wiley is built for this moment. Our scale, portfolio depth, and data assets are precisely the advantages that matter most

 Emerald Transaction Rationale Expands Research scale and deepens proprietary content across the AI-driven knowledge economy HIGHLIGHTS STRATEGIC RATIONALE 1 Strengthens scale advantage and deepens proprietary content in Research Publishing, establishing or expanding leadership in social sciences, specifically Economics, Business, Finance, and Engineering 2 Extends our value in AI and data analytics through proprietary content and data fueling AI-driven intelligence and accelerated publishing 3 Delivers high-margin, highly recurring revenue stream with strong cash flow characteristics 4 Compelling value creation including ~$30M of run rate cost synergies and revenue growth opportunities from US whitespace opportunity, cross-selling, and AI licensing Acquired Emerald for £337M, or $452M Valued at single-digit EBITDA multiple on a synergized basis (7x Adjusted EBITDA) Expected to be accretive to Adjusted EPS in Year 1 and Free Cash Flow in Year 2 6 Expected to achieve ROIC above our weighted average cost of capital by Year 2

 Emerald at a Glance 485 Journals 8,000 Books 3,000 Cases 500,000 Backfile Assets 28% Submissions Growth 90% Digital % of Revenue • Founded in 1967; based in UK with 350 employees • Leading independent research publisher in social sciences addressing key societal challenges - economics, business, finance, and engineering • Decades of specialized content with strong recurring revenue mix • Broad and loyal customer base in growing and durable markets • Diversified global business, with 85% of revenue generated outside North America; largest markets include Asia (~33%) and Europe (~27%) • Performance-driven culture recognized for integrity and quality $85M* FY26P Revenue 37-38%* FY26P Adj. EBITDA Margin 92% Recurring Revenue 99.6% Customer Retention Robust Proprietary Content 7 *Projected for Emerald’s fiscal year 2026 ending December; before synergies. Wiley anticipates ~$30M of run rate synergies, resulting in a valuation of approximately 7x synergistic Adjusted EBITDA

 Wiley Value Drivers Emerald Accelerators Accelerate Research Core Growth ✓ Strategically expands Wiley’s portfolio to ~2,500 journals with leading positions across all key publishing areas ✓ Complementary journal portfolio growing revenue at mid-single digits worldwide ✓ Further strengthens our scale and moat for continued market share gains and compounding revenue growth Scale AI and Data Analytics ✓ Expands Wiley’s content and data advantage in social sciences, notably business, finance, and economics, on top of our strong position in life sciences, physical sciences, and engineering Drive Multi-Year Margin Expansion ✓ Substantially accretive to Wiley’s overall margin and Research Publishing margin ✓ Significant cost synergies expected ✓ Adds highly recurring revenue stream with strong customer loyalty Drive a Disciplined Portfolio and Capital Allocation ✓ Strengthens high value in-demand portfolio and financial profile; expected to achieve ROIC above weighted average cost of capital by Year 2 ✓ FCF accretive in Year 2 of integration Emerald Accelerates All of Wiley’s Value Drivers 8

 AI and Data Analytics: Extending Our Value and Reach Emerald’s portfolio strengthens Wiley’s AI leadership and opens new opportunities for Wiley AI ML NLP extract enrich link Emerald sources Omni-source data science Journals Books Datasets Proceedings Articles Figures Decision-ready insights Banking: advanced risk management and governance Financial Services: economic scenario modeling and stress-testing Industrial Manufacturing: engineering reliability and simulation analysis in Food and Agriculture: enhanced food safety and supply-chain intelligence Multiple Industry Verticals: expand the Wiley research intelligence platform by incorporating content and data in Finance, Food and Ag, and Engineering synthesize

 Balance Street Strength Pro Forma Leverage Ratio 1.8X 2.1X 2.5X 1.5X Q4 2025 Pro Forma Leverage Ratio at June 1 Close Q4 2026 Projected* 1.4X Net Debt to Adjusted EBITDA *Wiley reports in mid-June for the period ending April 30 LT Target Range Comfortable leverage preserves capacity to invest and return cash to shareholders

 Transaction Summary & Synergy Bridge Transaction Summary Synergy Highlights Purchase Price £337M, or $452M Valuation Multiple ~7x Adj. EBITDA including expected cost synergies Structure All cash, no equity or earnouts Financing Revolving credit facility; $300M accordion feature exercised for total borrowing capacity of $1.6B Advisors Centerview Partners (Wiley), Evercore (Emerald) • Anticipated run rate cost synergies: ~$30M through the integration of Emerald journals into Wiley’s online platform and publishing operations, as well as the elimination of duplicative costs • Phasing: Meaningful savings impact in Year 2 and Year 3; full realization by Year 3 • One-time integration costs to achieve synergies: $18M in total, with $9M in Year 1 and $9M in Year 2 • Adjusted EBITDA margin of Emerald post- synergies is >60% • Revenue synergies: Overlapping customers with expansion potential; whitespace opportunity in US, cross-selling, and AI licensing opportunities

 Emerald Key Takeaways 12 1 Strengthens our scale and portfolio depth in Research 2 Expands and deepens our proprietary content position for AI and data analytics 4 Expected to deliver strong financial benefits with high margin, highly recurring revenue stream3 Compelling value creation with post-synergy EBITDA margins above 60%, strong cash flow characteristics, and incremental revenue opportunities from US expansion, cross selling, and licensing 5 Leverage remains comfortably in the 1.5–2.5x target range, maintaining strong capacity and flexibility for continued investment and returning cash to shareholders

 Q4 earnings call scheduled for June 16, 2026 For more information: investors.wiley.com

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 CONFIDENTIAL Execution Version EQUITY PURCHASE AGREEMENT by and among JOHN WILEY & SONS LTD., CIG EMERALD HOLDING LLC, and CIG EMERALD MIDCO LLC Dated as of: June 1, 2026

 i TABLE OF CONTENTS ARTICLE I Definitions and Rules of Construction ........................................................................1 1.1. Definitions. ......................................................................................................................1 1.2. Rules of Construction. ...................................................................................................19 ARTICLE II Purchase and Sale .....................................................................................................21 2.1. Closing. ..........................................................................................................................21 2.2. Purchase and Sale ..........................................................................................................21 2.3. Payments and Deliveries at the Closing. .......................................................................21 2.4. Purchase Price Adjustment. ...........................................................................................24 2.5. Withholding. ..................................................................................................................27 ARTICLE III Representations and Warranties of the Seller .........................................................28 3.1. Organization ..................................................................................................................28 3.2. Authorization and Enforceability ..................................................................................28 3.3. Title ................................................................................................................................28 3.4. No Violation ..................................................................................................................28 3.5. Governmental Authorizations and Consents .................................................................29 3.6. Litigation .......................................................................................................................29 3.7. Sanctions ........................................................................................................................29 3.8. No Ownership of Company Property ............................................................................29 3.9. No Brokers .....................................................................................................................29 ARTICLE IV Representations and Warranties of the Company ...................................................29 4.1. Organization and Power. ...............................................................................................30 4.2. Authorization and Enforceability ..................................................................................30 4.3. Capitalization of the Company and its Subsidiaries. .....................................................30 4.4. No Violation ..................................................................................................................31 4.5. Governmental Authorizations and Consents .................................................................32 4.6. Financial Statements. .....................................................................................................32 4.7. No Undisclosed Liabilities ............................................................................................34 4.8. Absence of Certain Changes ..........................................................................................34 4.9. Real Property. ................................................................................................................36 4.10. Intellectual Property, Data Privacy, and Cybersecurity. ...............................................37 4.11. Material Contracts. ........................................................................................................43 4.12. Compliance with Laws. .................................................................................................45 4.13. Litigation .......................................................................................................................47 4.14. Labor Matters. ...............................................................................................................47 4.15. Employee Benefits. ........................................................................................................49 4.16. Taxes. .............................................................................................................................52 4.17. Insurance ........................................................................................................................58 4.18. Environmental Matters ..................................................................................................58 4.19. Top Customers. ..............................................................................................................58 4.20. Title to Assets. ...............................................................................................................59 4.21. No Brokers .....................................................................................................................59 4.22. Agreements with Related Parties ...................................................................................59

 ii ARTICLE V Representations and Warranties of Buyer ................................................................60 5.1. Organization and Power ................................................................................................60 5.2. Authorization and Enforceability ..................................................................................60 5.3. No Violation ..................................................................................................................60 5.4. Governmental Authorizations and Consents .................................................................60 5.5. Litigation .......................................................................................................................60 5.6. Sufficiency of Funds ......................................................................................................61 5.7. Investment Purpose........................................................................................................61 5.8. Solvency ........................................................................................................................61 5.9. No Brokers .....................................................................................................................61 5.10. No Other Representations or Warranties .......................................................................61 ARTICLE VI Covenants................................................................................................................62 6.1. Indemnification of Directors and Officers. ....................................................................62 6.2. Preservation of Books and Records. ..............................................................................63 6.3. Public Announcements; Confidentiality ........................................................................64 6.4. Use of Company Name..................................................................................................65 6.5. Rep and Warranty Insurance Policy. .............................................................................65 6.6. Restrictive Covenants ....................................................................................................65 6.7. Termination of Confidentiality Agreement. ..................................................................68 6.8. Certain Payments. ..........................................................................................................68 ARTICLE VII Miscellaneous ........................................................................................................68 7.1. No Survival ....................................................................................................................68 7.2. Tax Matters. ...................................................................................................................68 7.3. Expenses ........................................................................................................................75 7.4. Notices ...........................................................................................................................75 7.5. Governing Law ..............................................................................................................76 7.6. Entire Agreement ...........................................................................................................76 7.7. Severability ....................................................................................................................77 7.8. Amendment ...................................................................................................................77 7.9. Effect of Waiver or Consent ..........................................................................................77 7.10. Parties in Interest; Limitation on Rights of Others ........................................................77 7.11. Assignability ..................................................................................................................77 7.12. Company Disclosure Schedule ......................................................................................77 7.13. Jurisdiction; Court Proceedings; Waiver of Jury Trial ..................................................78 7.14. Reliance on Counsel and Other Advisors ......................................................................79 7.15. Specific Performance .....................................................................................................79 7.16. Release ...........................................................................................................................79 7.17. Counterparts; Electronic Signature ................................................................................81 7.18. Further Assurance ..........................................................................................................81 7.19. Legal Representation .....................................................................................................81 7.20. No Recourse Against Nonparty Affiliates .....................................................................83 7.21. No Inducement or Reliance; Independent Assessment. ................................................84

 iii Exhibits Exhibit A Accounting Principles Exhibit B Closing Net Working Capital Illustrative Example Exhibit C Allocation Methodology Exhibit D Rep and Warranty Insurance Policy

 EQUITY PURCHASE AGREEMENT EQUITY PURCHASE AGREEMENT, dated as of June 1, 2026, by and among John Wiley & Sons Ltd., a company incorporated and registered in England and Wales (“Buyer”), CIG Emerald Holding LLC, a Delaware limited liability company (the “Company”), and CIG Emerald Midco LLC, a Delaware limited liability company (the “Seller”). RECITALS WHEREAS, Buyer desires to purchase from the Seller, and the Seller desires to sell to Buyer, all of the Seller’s right, title and interest in and to all of the Equity Securities of the Company, consisting of all of the issued and outstanding shares of the Company, nominal value $0.01 per share (the “Shares”), upon the terms and subject to the conditions hereinafter set forth. NOW THEREFORE, in consideration of the premises and the representations, warranties, covenants and agreements contained in this Agreement, and intending to be legally bound hereby, and upon the terms and subject to the conditions set forth herein, the parties hereto agree as follows: ARTICLE I Definitions and Rules of Construction 1.1. Definitions. As used in this Agreement, the following terms shall have the meanings set forth below: “Access Rights” has the meaning set forth in Section 2.4(b). “Accounting Firm” has the meaning set forth in Section 2.4(d). “Accounting Principles” means the accounting principles, practices, procedures, policies, methods, classifications, categories, estimates, judgements and assumptions set forth on Exhibit A attached hereto, consistently applied. “Adjustment Escrow Account” means a bank account or subaccount designated in writing by the Escrow Agent, into which the Adjustment Escrow Amount will be deposited at the Closing. “Adjustment Escrow Amount” means [*****]. “Affiliate” means, (a) as to any Person, any other Person that, directly or indirectly, through one or more intermediaries, is in control of, is controlled by, or is under common control with, such Person or (b) as to any Person that is a natural Person, any trust or similar entity for the benefit of any of the foregoing Persons. For purposes of this definition, “control” of a Person means the power, directly or indirectly, to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by contract or otherwise. Except as otherwise provided herein, the Company and its Subsidiaries shall be deemed for

 2 purposes of this Agreement to be Affiliates (i) of the Seller prior to the Closing and (ii) of Buyer after the Closing. “Affiliate Contracts” has the meaning set forth in Section 4.22. “Aggregate Consideration” means (a) Base Price, plus (b) the Closing Cash, plus (c) the Closing Net Working Capital Adjustment Amount (if a positive number), minus (d) the absolute value of the Closing Net Working Capital Adjustment Amount (if a negative number), minus (e) the Closing Indebtedness, minus (f) the Closing Transaction Expenses, minus (g) the Adjustment Escrow Amount, minus (h) the Tax Indemnity Escrow Amount. “Agreement” means this Equity Purchase Agreement, as it may be amended, restated, supplemented or otherwise modified from time to time. “AI Training Contract” has the meaning set forth in Section 4.10(j). “Allocation Claim Consents” has the meaning set forth in Section 7.2(a). “Allocation Methodology” has the meaning set forth in Section 7.2(i)(ii). “Allocation Schedule” has the meaning set forth in Section 7.2(i)(ii). “Ancillary Documents” means the documents, agreements, exhibits, schedules, statements and certificates being executed and delivered in connection with this Agreement and the transactions contemplated hereby, including the Escrow Agreement. “Annual UK Financial Statements” has the meaning set forth in Section 4.6(a). “Annual US Financial Statements” has the meaning set forth in Section 4.6(a). “Balance Sheet Date” has the meaning set forth in Section 4.6(a). “Base Price” means £337,500,000 (Three Hundred Thirty Seven Million Five Hundred Thousand British Pounds Sterling). “Books and Records” has the meaning set forth in Section 6.2(a). “Business Day” means any day other than a Saturday, Sunday or day on which banks are closed in New York, New York or London, England. “Business Proprietary Information” has the meaning set forth in Section 6.6(b). “Business Records” means all data and records of the respective businesses of the Company and its Subsidiaries on whatever media and wherever located. “Buyer” has the meaning set forth in the Preamble. “Buyer Indemnified Persons” has the meaning set forth in Section 7.2(j)(i).

 3 “Buyer Material Adverse Effect” means any Event that has had or is reasonably expected to have a material adverse effect on the ability of Buyer to consummate the Contemplated Transactions. “Buyer Prepared Tax Returns” has the meaning set forth in Section 7.2(a). “Buyer Releasing Parties” has the meaning set forth in Section 7.16. “Buyer’s Group” means (a) the Buyer, and (b) any other company (including the Company and its Subsidiaries) or companies which are treated as a member of the same group as, or otherwise connected or associated with, the Buyer for any Tax purpose from time to time. “Cash” means, as of any time of determination, the aggregate amount of (i) all cash, cash equivalents, commercial paper, certificates of deposit and other bank deposits, treasury bills, short term investments, and marketable securities of the Company and its Subsidiaries and (ii) security or similar deposits or cash collateral, in the case of this clause (ii), not to exceed [*****], in each case, determined in accordance with the Accounting Principles; provided, however, that Cash will (a) be increased by the aggregate amount of checks, other wire transfers and drafts deposited or available for deposit or received that have not yet cleared for the account of the Company and any of its Subsidiaries (but only to the extent a corresponding receivable has not been included for the purpose of measuring Closing Net Working Capital), but be decreased by the aggregate amount of checks, other wire transfers and drafts that are issued by the Company and any of its Subsidiaries but have not yet cleared (but only to the extent a corresponding payable has not been included for the purpose of measuring Closing Net Working Capital) and (b) with respect to any cash not held, maintained, or deposited in the United Kingdom or the United States, be reduced by the amount of any withholding Taxes (that would be required by applicable Law to be withheld on any such cash or cash equivalent if it were to be distributed or otherwise repatriated to the Company or its Subsidiaries (taking into account any available reductions under applicable Tax treaties or similar arrangements, and net of any related Tax credits, deductions, Reliefs, refunds, or other Tax offsets)) with respect to any cash and cash equivalents held by each Subsidiary, as applicable, in excess of [*****] in the aggregate. “Challenge” means the issue of any notice, demand, assessment, letter or other document by or on behalf of His Majesty’s Revenue and Customs in respect of a claim for Group Relief where the relevant amount of such Group Relief has been taken into account in calculating the amount of any Pre-Closing Income Tax Liabilities for the purposes of this Agreement. “Chosen Courts” has the meaning set forth in Section 7.13. “CIG” means Cambridge Information Group, Inc., a Maryland corporation. “CIG Group” means CIG and its Affiliates other than the Company and its Subsidiaries. “Claim” has the meaning set forth in Section 6.1(b). “Closing” has the meaning set forth in Section 2.1.

 4 “Closing Cash” means the aggregate amount of Cash as of 12:01 A.M. New York City time on the Closing Date; provided, however, that Closing Cash shall be reduced dollar for dollar (or pound for pound, as applicable) for any cash used to reduce Indebtedness or Transaction Expenses between 12:01 A.M. New York City time on the Closing Date and immediately prior to the Closing. “Closing Date” has the meaning set forth in Section 2.1. “Closing Date Statement” has the meaning set forth in Section 2.3(a)(i). “Closing Indebtedness” means the aggregate amount of all Indebtedness as of immediately prior to the Closing. “Closing Net Working Capital” means (a) the sum of the total current assets of the Company and its Subsidiaries as of 12:01 A.M. New York City time on the Closing Date minus (b) the sum of the total current liabilities of the Company and its Subsidiaries as of 12:01 A.M. New York City time on the Closing Date, each as calculated in accordance with the Accounting Principles and consisting solely of the line items set forth in the column labeled “Closing Net Working Capital” in the illustrative example attached hereto as Exhibit B; provided, that for purposes of calculating the Closing Net Working Capital, current assets shall exclude Income Tax and deferred Tax assets and any amounts included in Cash, and current liabilities shall include Short-Term Deferred Revenue and exclude Income Tax and deferred Tax liabilities and any amounts included in Indebtedness and Transaction Expenses; provided, further that Closing Net Working Capital shall not include Closing Cash, Closing Indebtedness, or Closing Transaction Expenses. “Closing Net Working Capital Adjustment Amount” means the amount equal to (a) the Closing Net Working Capital, minus (b) the Target Working Capital, expressed as (i) a positive number if the Closing Net Working Capital exceeds the Target Working Capital, or (ii) a negative number if the Closing Net Working Capital is less than the Target Working Capital. “Closing Transaction Expenses” means the aggregate amount of all Transaction Expenses that remain unpaid as of immediately prior to the Closing. “Code” means the Internal Revenue Code of 1986, as amended from time to time, or corresponding provisions of subsequent superseding U.S. federal Tax Laws. “Company” has the meaning set forth in the Preamble. “Company Contributors” means all of the Company’s or its Subsidiaries’ current and former officers, directors, employees, contractors, or agents who independently or jointly contributed to or participated in the conception, reduction to practice, invention, authorship, creation, or development of any Intellectual Property for the Company or its Subsidiaries, other than Company Publications. “Company Disclosure Schedule” means the disclosure schedule, dated as of the date hereof, delivered by the Company to Buyer in connection with the execution and delivery of this Agreement.

 5 “Company Intellectual Property” means all Digital Platforms, Company Publications, Licensed Intellectual Property, and Owned Intellectual Property. “Company IP Agreements” means all Contracts (including, license agreements, development agreements, settlement agreements, consent to use agreements, covenants not to assert or sue or immunity from suit, and agreements relating to Company Publications, including with Third Party Contributors) to which the Company or any of its Subsidiaries is a party or is otherwise bound relating to the grant, transfer, commercialization, practice, exploitation, or license of Intellectual Property. “Company IT Assets” has the meaning set forth in Section 4.10(m). “Company Material Adverse Effect” means any Event that, individually or in the aggregate with all other Events, has had or is reasonably expected to have a material adverse effect on (a) the business, assets, liabilities, operations, financial condition or results of operations of the Company and its Subsidiaries, taken as a whole, or (b) the ability of the Company or the Seller to perform its obligations under this Agreement; provided, solely with respect to clause (a), Events to the extent arising out of the following, whether alone or in combination, shall not be deemed to constitute, nor be taken into account in determining whether there has been or would reasonably be expected to be, a Company Material Adverse Effect: (i) any Event to the extent relating to global or national business, economic, monetary or financial conditions in general, including general changes or developments in prevailing interest rates, credit markets, securities markets, general economic or business conditions or currency exchange rates, or political, social, health, legislative or regulatory conditions (including supply chain disruptions, tariffs, trade disputes or any potential or actual government shutdowns or defaults on the repayment of debt), (ii) any act of God or other force majeure event, natural or man-made catastrophe, war, armed hostilities, terrorism, sabotage or cyber intrusion or attack or any escalation or worsening thereof, (iii) any pandemic (including the COVID-19 pandemic and any future resurgence, or evolutions or mutations of COVID-19 or related or different disease outbreaks, epidemics or pandemics or escalation thereof), (iv) any change or development generally affecting the industry in which the Company or its Subsidiaries operate, (v) any change in Law or GAAP or the interpretation or enforcement of either, (vi) the consummation or announcement of this Agreement (provided that this clause shall not apply to any representation or warranty that addresses the consequences of the consummation of this Agreement), (vii) any change resulting from any action taken or failed to be taken by the Company or its Affiliates in compliance with the express terms of this Agreement or at the written request of Buyer, or (viii) any failure, in and of itself, of the Company or any of its Subsidiaries to meet, with respect to any period or periods, any internal or industry analyst projections, forecasts, estimates of earnings or revenues, or business plans (it being understood that the facts and circumstances giving rise or contributing to any such failure may, unless otherwise excluded by another clause in this definition of “Company Material Adverse Effect,” be taken into account in determining whether a “Company Material Adverse Effect” has occurred or could reasonably be expected to occur), except in the cases of clauses (i), (ii), (iv) and (v), such Events may be taken into account to the extent they materially and adversely affect the Company and its Subsidiaries, taken as a whole, in a disproportionate manner relative to other similarly situated participants in the industry in which the Company and its Subsidiaries operate. “Company Name” has the meaning set forth in Section 6.4(a).

 6 “Company Publications” means all journals, articles, manuscripts, books, “e- books”, cases, sound recordings, audiovisual works and other publications (in whatever form, including tangible or digital form) and any databases and compilations in digital or other form, published or otherwise distributed by the Company or one of its Subsidiaries, as applicable, or which the Company or one of its Subsidiaries has or ever had the right to publish or otherwise distribute, whether already published, under development, or in-progress. “Confidentiality Agreement” means the Confidentiality Agreement, dated November 21, 2025, by and between the Company and John Wiley & Sons, Inc., as amended. “Contemplated Transactions” means the transactions contemplated by this Agreement and the Ancillary Documents. “Contract” means any agreement, license, contract, subcontract, indenture, note, bond, mortgage, loan, security agreement, instrument, guarantee, lease, sublease, license, sublicense, sales order, purchase order, arrangement, understanding, obligation or commitment (in each case, including any amendment or other modification thereof), that is legally binding. “Contracting Party” has the meaning set forth in Section 7.20. “COVID-19” means SARS-CoV-2 or COVID-19, and any evolutions or mutations thereof or related or associated epidemics, pandemics or disease outbreaks. “CTA 2009” means the Corporation Tax Act 2009. “CTA 2010” means the Corporation Tax Act 2010. “Data Privacy/Security Requirements” has the meaning set forth in Section 4.10(n). “Deferred Revenue” means any unearned revenue, determined in accordance with the Accounting Principles, of the Company and its Subsidiaries as of the Closing Date that has not been included in gross income for Tax purposes as of the Closing Date. “Digital Platform” means all Software provided, delivered, licensed, sold, or otherwise made available by or on behalf of the Company or its Subsidiaries to any of its or their customers as of the date hereof, including any Intellectual Property in such Software. “D&O Indemnified Parties” has the meaning set forth in Section 6.1(a). “Employee Representative” has the meaning set forth in Section 4.14(a). “Environmental Laws” means any Law relating to the protection of the environment or human health and safety (to the extent relating to exposure to Hazardous Substances), to pollution or to the handling, use, treatment, storage, disposal, discharge, release or transportation of Hazardous Substances. “Equity Securities” of any Person means any and all shares of capital stock, share capital, membership interests, limited liability company interests, partnership interests (general or

 7 limited), limited company interests, rights to acquire any of or equitable interests in or over the foregoing or options of such Person, or other securities or other equity interests which entitle the holder thereof to receive dividends or distributions on liquidation, winding up or dissolution of such Person, or to vote for the election of directors, managers or other equivalent management of such Person, or to exercise other rights generally afforded to shareholders of a corporation (including the ability to exert control over such Person), and all securities exchangeable for or convertible or exercisable into, any of the foregoing. “ERISA” means the Employee Retirement Income Security Act of 1974, as the same may be amended from time to time, as well as any rules and regulations promulgated thereunder and any corresponding provisions of subsequent superseding federal Laws relating to retirement matters, as from time to time in effect. “ERISA Affiliate” means any entity, trade or business (whether or not incorporated) that is a member of the group described in Section 414(b), (c), or (m) of the Code or Section 4001(b)(1) of ERISA that includes the Company or any of its Subsidiaries. “Escrow Agent” means JPMorgan Chase Bank, National Association. “Escrow Agreement” means the Escrow Agreement, dated as of May 13, 2026, by and among Buyer, the Seller and the Escrow Agent. “Estimated Aggregate Consideration” means (a) Base Price, plus (b) the Estimated Closing Cash, plus (c) the Estimated Closing Net Working Capital Adjustment Amount (if a positive number), minus (d) the absolute value of the Estimated Closing Net Working Capital Adjustment Amount (if a negative number), minus (e) the Estimated Closing Indebtedness, minus (f) the Estimated Closing Transaction Expenses, minus (g) the Adjustment Escrow Amount, minus (h) the Tax Indemnity Escrow Amount. “Estimated Closing Cash” has the meaning set forth in Section 2.3(a)(i). “Estimated Closing Indebtedness” has the meaning set forth in Section 2.3(a)(i). “Estimated Closing Net Working Capital” has the meaning set forth in Section 2.3(a)(i). “Estimated Closing Net Working Capital Adjustment Amount” means the amount equal to (a) the Estimated Closing Net Working Capital as shown on the Closing Date Statement, minus (b) the Target Working Capital, expressed as (i) a positive number if the Estimated Closing Net Working Capital exceeds the Target Working Capital or (ii) a negative number if the Estimated Closing Net Working Capital is less than the Target Working Capital. “Estimated Closing Transaction Expenses” has the meaning set forth in Section 2.3(a)(i). “Event” means any event, change, development, effect, condition, circumstance, matter, occurrence, or state of facts.

 8 “Existing Facilities” means the facilities made available pursuant to the English law senior facilities agreement dated August 2, 2023, as amended and/or restated from time to time and made between, among others, Emerald UK Holdco Limited as parent and National Westminster Bank PLC as agent. “Final Closing Cash” has the meaning set forth in Section 2.4(d). “Final Closing Indebtedness” has the meaning set forth in Section 2.4(d). “Final Closing Net Working Capital” has the meaning set forth in Section 2.4(d). “Final Closing Transaction Expenses” has the meaning set forth in Section 2.4(d). “Final Purchase Price Adjustment Statement” has the meaning set forth in Section 2.4(d). “Financial Statements” has the meaning set forth in Section 4.6(a). “Flow-Through Income Tax Return” means any Income Tax Return (such as an IRS Form 1065 (and associated Form K-1s and corresponding state and local Tax Returns) and any IRS Form 8858 and similar Tax Returns including IRS Form 5471) of the Company or its Subsidiaries for any Pre-Closing Tax Period that allocates taxable income or Taxes to its owners and does not reflect or concern Taxes that are imposed on the entity itself for which the Tax Return is filed. Notwithstanding the foregoing, “Flow-Through Income Tax Returns” shall include IRS Form 5471 for taxable years 2025 and 2026. “Fraud” means with respect to the making of any of the express representations or warranties set forth in Article III, Article IV and Article V of this Agreement, actual and intentional fraud under the Law of the State of Delaware. For the avoidance of doubt, Fraud shall not include equitable fraud, promissory fraud, constructive fraud, negligent misrepresentation or any other tort (including fraud) based on negligence or recklessness. Fraud by or on behalf of the Company shall be attributable to the Seller, but only to the extent Seller has actual knowledge, after reasonable due inquiry, of such Fraud. “Fried Frank” has the meaning set forth in Section 7.19(a). “GAAP” means the United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice) in effect from time to time, including Financial Reporting Standard 102 (The Financial Reporting Standard applicable in the UK and Republic of Ireland). “Generative AI Tools” means generative artificial intelligence technology, large language models, machine learning systems, or other similar tools capable of automatically producing various types of content (such as source code, text, images, audio, synthetic data, formulae, or other processes or techniques) based on user-supplied prompts or analysis of data (whether structured or unstructured).

 9 “Governmental Authority” means (a) any national, federal, state, commonwealth, provincial, territorial, county, municipal, district, local or other government or political instrumentality, subdivision or jurisdiction of any nature, (b) any regulatory, administrative, supervisory or other subdivision, tribunal, board, department, bureau, agency, instrumentality, commission, ministry or authority thereof, or (c) any court, tribunal or arbitrator of competent jurisdiction. “Governmental Consents” has the meaning set forth in Section 3.5. “Group Relief” means any surrender of group relief pursuant to Part 5 or Part 5A CTA 2010 or Chapter 6A Part 3 CTA 2009 and any other Relief available between members of a group or connected or associated Persons for any Tax purpose. “Hazardous Substances” means any substance that has been designated by any Governmental Authority or by applicable Law to be radioactive, toxic, or hazardous (or words of similar import), including all substances listed as “hazardous substances” pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, or defined as a “hazardous waste” pursuant to the United States Resource Conservation and Recovery Act of 1976, as amended, or a “pollutant” pursuant to the Clean Water Act of 1972, as amended, and the regulations promulgated pursuant to said laws. “Hazardous Substances” shall include polychlorinated biphenyls (PCBs), asbestos, petroleum (including its derivatives and byproducts), urea-formaldehyde and per- and polyfluoroalkyl substances. “Income Taxes” means Taxes imposed on, or determined by reference to, net income, profits or gains, in whole or in part. “Indebtedness” means, as of any particular time with respect to the Company and its Subsidiaries, without duplication, (a) all indebtedness, principal, interest, premiums, penalties or other payment obligations for borrowed money, whether current, short-term or long-term, secured or unsecured, (b) all obligations evidenced by bonds, debentures, notes or other similar instruments or debt securities, (c) all obligations in respect of letters of credit, surety or performance bonds, bank guarantees or similar instruments, in each case solely to the extent drawn, (d) the net amount of all obligations under any interest rate or currency swaps, collars, hedges or similar protection agreement or similar hedging agreements of the Company or its Subsidiaries (which may be a positive number or negative number), assuming such agreements were terminated, (e) Pre-Closing Income Tax Liabilities, (f) Long-Term Deferred Revenue, (g) all obligations for the payment of money relating to leases that are classified as capital or finance leases determined in accordance with the Accounting Principles (excluding, for the avoidance of doubt, any obligations associated with leases properly classified as operating leases determined in accordance with the Accounting Principles), (h) any declared and/or accrued but unpaid dividends, (i) all obligations for any deferred purchase price of assets, services or securities (other than ordinary trade accounts payable), including any earn-out payment or similar contingent purchase price of such assets, services or securities, in each case, only to the extent actually payable, (j) all obligations under any conditional sale or other title retention agreements, (k) any severance obligations or termination costs or payments accrued or owed to former employees, individual independent contractors or individual service providers of the Company or its Subsidiaries in respect of performance periods prior to the Closing, excluding any amounts payable due to the

 10 actions taken by Buyer or its Affiliates following the Closing (including any termination of employment), (l) the aggregate amount of the employer share of any payroll, social security, unemployment, excise or similar Taxes in relation to subsection (k), and (m) all Indebtedness of the type referred to in clauses (a) through (l) above, including of another Person, guaranteed directly or indirectly in any manner by the Company or any of its Subsidiaries, in each case determined in accordance with the Accounting Principles; provided, that Indebtedness shall not include (i) accounts payable, accrued expenses or other amounts to the extent included as a liability in the calculation of the Closing Net Working Capital, (ii) Indebtedness owing from the Company to any of its Subsidiaries or from any of the Subsidiaries of the Company to the Company or another Subsidiary of the Company, (iii) Short-Term Deferred Revenue, (iv) Transaction Expenses, or (v) those items set forth on Section 1.1(d) of the Company Disclosure Schedule. “Intellectual Property” means all intellectual or industrial property and associated rights of any kind or nature anywhere in the world, including all: (a) patents, patent applications, registered and unregistered designs, and any other rights in inventions, designs, discoveries, and ideas, whether or not patentable, including all provisionals, divisions, divisionals, continuations, continuations in part, renewals, reissuances, reexaminations and extensions (as applicable), and the right to claim priority from any of the foregoing; (b) registered and unregistered copyrights and copyright applications, moral rights, database and sui generis database rights, rights in any Software, and any other rights in works of authorship, including character rights; (c) registered and unregistered trademarks and trademark applications, registered and unregistered service marks, service mark applications, tradenames, trade dress, corporate names, brands, logos, slogans, and other indicia of origin, source, sponsorship, endorsement, or certification, together with the goodwill connected with the use thereof and symbolized thereby, (d) trade secrets and other confidential, proprietary, and non-public information (whether patentable or unpatentable and whether or not reduced to practice), including know-how, processes, and techniques, in any format, whether tangible or intangible, and all associated U.S. and foreign rights therein; (e) rights in domain names, websites, website content, and social media, including social media accounts and handles; (f) rights of privacy and publicity, including rights to the use of names, likenesses, images, voices, signatures, and biographical information of real persons, including authors; (g) other similar intellectual property or proprietary rights of any kind, as well as the subject matter and tangible embodiments of any of the foregoing; (h) renewals, continuations, extensions, registrations, and applications for registration of any of the foregoing; and (i) rights to sue for past, present, and future infringement of any of the foregoing, in each case, anywhere in the world, whether now or later existing. “Income Tax Return” means any Tax Return relating to Income Taxes. “IRS” has the meaning set forth in Section 4.15(a). “ITEPA 2003” means the Income Tax (Earnings and Pensions) Act 2003. “Joint Direction” means joint written instructions of Buyer and the Seller instructing the Escrow Agent to make a payment out of the Adjustment Escrow Account, the Tax Indemnity Escrow Account or the Letter Agreement Deposit Escrow Account, as applicable.

 11 “Knowledge of the Company” or any similar knowledge qualification means the actual knowledge, after reasonable due inquiry of such individual’s direct reports, of any of the individuals set forth in Section 1.1(b) of the Company Disclosure Schedule. “Laws” means any U.S. and non-U.S., federal, state or local law, Order, statute, act, code, regulation, ordinance, rule, common law, executive order, treaty or other legal requirement with similar effect of any Governmental Authority. “Leased Real Property” has the meaning set forth in Section 4.9(b). “Letter Agreement” means that certain letter agreement, dated May 13, 2026, by and between Buyer and the Seller. “Letter Agreement Deposit” means the “Escrow Amount” (as defined in the Letter Agreement). “Letter Agreement Deposit Escrow Account” means a bank account or subaccount designated in writing by the Escrow Agent, into which the Letter Agreement Deposit was deposited in connection with the execution of the Letter Agreement. “Liability” means any debt, loss, damage, adverse claim, fines, penalties, liability or obligation (whether direct or indirect, known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, matured or unmatured, determined or determinable, disputed or undisputed, liquidated or unliquidated, or due or to become due, and whether in Contract, tort, strict liability or otherwise). “Licensed Intellectual Property” means all Intellectual Property that is owned or controlled by any Person other than the Company or its Subsidiaries and is used by the Company or its Subsidiaries in the current operation of its or their businesses. “Lien” means any lien, mortgage, security interest, pledge, charge, claim, condition, equitable interest, license, covenant not to sue, option, easement, encroachment, right of first refusal, adverse claim, encumbrance, restriction of any kind (including any restriction on transfer or assignment) as security or otherwise, of or relating to use, quiet enjoyment, voting, transfer, receipt of income or exercise of any other attribute of ownership or other similar encumbrance. “Litigation” has the meaning set forth in Section 4.13. “Long-Term Deferred Revenue” means that portion of Deferred Revenue for which the fulfillment of the services attributable to such Deferred Revenue is not expected to occur within twelve (12) months after the Closing; provided, that, for the avoidance of doubt, the amount of Long-Term Deferred Revenue shall include only the portion of such Deferred Revenue allocable to the fulfillment of services occurring more than twelve (12) months after the Closing. “Malicious Code” means (a) any virus, malware, ransomware, Trojan horse, worm, back door, time bomb, drop dead device, spyware, trackware, or adware and (b) any similar program, routine, instruction, device, code, contaminant, logic, or effect designed or intended to

 12 disable, disrupt, erase, harm, or otherwise impede the operation of, or enable any Person to access without authorization, or otherwise materially and adversely affect the functionality of, any IT system (or portion thereof). “Management Agreement” means the Management Agreement, dated as of December 1, 2024, by and between UK Holdings 2 and Cambridge Information Group, Inc., a Maryland corporation, as amended from time to time. “Material Contracts” has the meaning set forth in Section 4.11(a). “Negative Group Relief Adjustment” has the meaning set forth in Section 7.2(g)(iii). “Negative Purchase Price Adjustment” has the meaning set forth in Section 2.4(f). “Nonparty Affiliates” has the meaning set forth in Section 7.20. “Non-U.S. Plan” has the meaning set forth in Section 4.15(a). “Objection Dispute” has the meaning set forth in Section 2.4(c). “Objection Notice” has the meaning set forth in Section 2.4(c). “Orders” means all judgments, orders, writs, injunctions, decisions, rulings, decrees and awards of any Governmental Authority. “Ordinary Course” means with respect to an action taken by a Person, that such action is taken in the ordinary course of operations of the Person consistent with past practice. “Organizational Documents” mean, with respect to any Person, its certificate of incorporation, articles of incorporation, memorandum of association, certificate of formation, articles of organization, by-laws, operating agreement, partnership agreement or other similar organizational documents. “Owned Intellectual Property” means all Intellectual Property that is owned or purported to be owned by the Company or its Subsidiaries. “Payoff Amount” means the aggregate amount required to repay and fully satisfy the Specified Closing Indebtedness in full (including any accrued but unpaid interest, any prepayment fees, any break costs and all other amounts due in accordance with the terms of such Specified Closing Indebtedness). “Payoff Letters” has the meaning set forth in Section 2.3(d)(iii). “Pending Claim” has the meaning set forth in Section 7.2(j)(iv). “Permits” has the meaning set forth in Section 4.12(b).

 13 “Permitted Liens” means (a) Liens expressly disclosed in policies of title insurance not materially affecting the conduct of the business of the Company and its Subsidiaries in the Ordinary Course, (b) Liens for Taxes that are not yet due and payable as of the Closing or that are being contested in good faith through appropriate proceedings and for which adequate reserves have been recorded on the Financial Statements in accordance with GAAP, (c) statutory Liens for obligations which are not yet due or delinquent, (d) statutory mechanics’, materialmen’s, workmen’s, repairmen’s, warehousemen’s, carrier’s and other similar statutory Liens which are not yet due and payable or which are being contested by the Company or a Subsidiary thereof in good faith, (e) Liens in respect of pledges or deposits under workers’ compensation Laws or similar legislation, in each case in the Ordinary Course and relating to obligations not yet delinquent, (f) zoning, planning, entitlement, and other similar land use regulations which are not violated by the current use or occupancy of any Leased Real Property or the operation of the business of the Company or any of its Subsidiaries thereon, (g) non-exclusive licenses granted by the Company or its Subsidiaries to the Company Intellectual Property in the Ordinary Course and under terms and conditions that do not differ in a manner materially adverse to the Company or its Subsidiaries from those standard terms and conditions made available to Buyer, (h) Liens granted in connection with the Existing Facilities (which Liens shall be released following the repayment of the Indebtedness of the Company and its Subsidiaries pursuant to the payoff letters therefor), and (i) in the case of Leased Real Property, any Liens to which the underlying fee or any other interest in the underlying leased premises or lands is subject. “Person” means any individual, person, entity, general partnership, limited partnership, limited liability partnership, limited liability company, corporation, joint venture, trust, business trust, cooperative, association, foreign trust or foreign business organization. “Personal Information” means any information that either directly or indirectly identifies or, alone or in combination with any other information, could reasonably be used to identify, locate, or contact a natural Person, or any other information that is considered “personally identifiable information,” “nonpublic personal information,” “protected health information,” “personal information,” or “personal data” or any similar term under applicable Law. “Plan” or “Plans” has the meaning set forth in Section 4.15(a). “Positive Group Relief Adjustment” has the meaning set forth in Section 7.2(g)(iii). “Positive Purchase Price Adjustment” has the meaning set forth in Section 2.4(e). “Post-Closing Payments” has the meaning set forth in Section 6.8. “Pre-Closing Income Tax Liabilities” means, without duplication, with respect to each jurisdiction in which the Company or its Subsidiaries are currently filing Income Tax Returns or in which the Company or any of its Subsidiaries commenced business after December 31, 2024, an amount (which may be less than zero (0)) equal to the sum of any and all liabilities (reduced by any Tax refunds set forth on Section 1.1(c) of the Company Disclosure Schedule) of the Company and its Subsidiaries for Income Taxes for taxable periods beginning on or after January 1, 2025 owing and unpaid as of the Closing Date (determined as of the end of the Closing Date but including any Income Taxes paid on the Closing Date) calculated in accordance with

 14 Section 7.2(e), provided that such amounts shall be calculated (a) except as set forth otherwise in this definition, in accordance with the past practices of the Company and its Subsidiaries in the preparation of their Tax Returns except to the extent required by applicable Law, (b) as of the end of the Closing Date (provided that for the avoidance of doubt any deduction for accrual of employee compensation shall be taken into account without regard to when such compensation is paid), (c) by taking into account all Transaction Tax Deductions in a Pre-Closing Tax Period except to the extent not permitted by applicable Law, (d) excluding any Income Taxes attributable to actions taken outside of the Ordinary Course by Buyer or any of its Affiliates on the Closing Date after the Closing, except as contemplated by this Agreement or required by applicable Law, (e) taking into account any tax credits, any net operating loss (including, for the avoidance of doubt, amounts of Group Relief intended by the Seller to be claimed and eligible under applicable Tax Law to be surrendered (i) from members of the Seller’s Group, and the Seller hereby undertakes to procure that Group Relief from members of the Seller’s Group (excluding the Company and its Subsidiaries) equal to such amounts of such Group Relief as are referred to in this definition are surrendered for no consideration to the extent such Group Relief is available under applicable Tax Law or (ii) between the Company’s Subsidiaries) and any carryforwards (including, for the avoidance of doubt, interest expense carryforwards), in each case, to the extent such items are at least “more-likely-than-not” available to reduce or offset amounts that would otherwise constitute unpaid Income Taxes with respect to Pre-Closing Tax Periods, and reduced by any estimated tax payments and overpayments for previous periods, and (f) by taking into account all adjustments made prior to Closing pursuant to Section 481(a) of the Code (or any similar provision of applicable Law) that will not previously have been included in taxable income by the Company or any of its Subsidiaries. “Pre-Closing Tax Period” means any taxable period (or, in the case of a member of the Seller’s Group that is resident in the United Kingdom for Tax purposes, any accounting period) ending on or prior to the Closing Date and the portion of any Straddle Period ending on the Closing Date. “Privacy Laws” means all applicable Laws, governmental orders, and guidance issued by any Governmental Authority concerning the privacy, security, or Processing of Personal Information (including Laws of jurisdictions where Personal Information was collected), including, as applicable, (a) Regulation (EU) 2016/679 (the EU General Data Protection Regulation), (b) the UK General Data Protection Regulation and the UK Data Protection Act 2018, (c) U.S. state consumer privacy laws (including the California Consumer Privacy Act, as amended by the California Privacy Rights Act, and analogous state statutes), (d) data breach notification Laws, (e) consumer protection Laws, (f) Laws concerning requirements for website and mobile application privacy policies and practices, (g) Social Security number protection Laws, (h) data security Laws, (i) Laws concerning email, text, mobile, or instant message, or telephone communications, and (j) any other applicable data protection or privacy Laws of jurisdictions in which the Company or its Subsidiaries operate or in which individuals whose Personal Information is Processed by the Company or its Subsidiaries are located. “Privileged Deal Communications” has the meaning set forth in Section 7.19(b). “Processing” means any operation or set of operations performed on Personal Information, whether or not by automated means, including the collection, creation, receipt,

 15 acquisition, recording, organization, structuring, adaptation or alteration, retrieval, consultation, de-identification, re-identification, sale, sharing, alignment or combination, access, use, handling, compilation, analysis, monitoring, maintenance, retention, storage, transmission, transfer, protection, disclosure, distribution, destruction, erasure, or disposal of Personal Information. “Processed” has a correlative meaning. “Purchase Price Adjustment Statement” has the meaning set forth in Section 2.4(a). “Purchase Price Adjustment Statement Date” has the meaning set forth in Section 2.4(a). “Real Property Leases” has the meaning set forth in Section 4.9(b). “Registered Intellectual Property” has the meaning set forth in Section 4.10(a). “Related Party” means, with respect to any specified Person: (a) any Affiliate of such specified Person; (b) any Person who serves as a director, manager, executive officer, general partner, managing member (or in a similar capacity) of such specified Person or such Affiliate; or (c) any immediate family member of a Person described in clause (b). “Relief” means (a) any relief, allowance, exemptions, set-off, deduction or credit available from, against or in relation to Tax or in the computation for any Tax purpose of income, profits or gains, and (b) any right to a repayment of Tax. “Rep and Warranty Insurance Expenses” has the meaning set forth in Section 6.4(a). “Rep and Warranty Insurance Policy” has the meaning set forth in Section 6.4(a). “Representatives” means, with respect to any Person, such Person’s officers, directors, managers, employees, accountants, consultants, investment bankers, legal counsel, agents and other advisors and representatives. “Resolution Period” has the meaning set forth in Section 2.4(d). “Restricted Period” means the period from the Closing Date until the three (3) year anniversary of the Closing Date. “Review Period” has the meaning set forth in Section 2.4(c). “Sanctions” has the meaning set forth in Section 4.12(d). “Securities Act” means the Securities Act of 1933, as amended. “Security Incident” has the meaning set forth in Section 4.10(q). “Seller” has the meaning set forth in the Preamble.

 16 “Seller Material Adverse Effect” means a material adverse effect on the ability of the Seller to perform its obligations under this Agreement or to consummate the Contemplated Transactions. “Seller Releasing Parties” has the meaning set forth in Section 7.16(b). “Seller’s Group” means (a) the Seller, and (b) any company (other than the Company and the Subsidiaries after Closing) that may be treated, on or at any time prior to or after the Closing, as being or having been, a member of the same group as, or otherwise connected or associated with (including for the purposes of UK Group Relief), the Seller for any Tax purpose. “Seller Prepared Tax Returns” means (a) all Flow-Through Income Tax Returns (including, for the avoidance of doubt, IRS Form 8858 and similar Tax Returns) with respect to any Pre-Closing Tax Period and (b) UK Corporate Income Tax Returns. “Shares” has the meaning set forth in the Recitals. “Short-Term Deferred Revenue” means that portion of Deferred Revenue for which the fulfillment of the services attributable to such Deferred Revenue is expected to occur within twelve (12) months after the Closing. “Software” means any and all (a) computer programs, firmware, software (whether in source code, object code or other form), application programming interfaces, models, algorithms, methodologies and implementations thereof, (b) development tools, descriptions and flow charts, (c) data, databases, and compilations of data, and (d) programmers’ annotations, notes, documentation, product user manuals, training materials and other work product used to design, plan, organize, maintain, support or develop any of the foregoing, irrespective of the media on which it is recorded. “Specified Closing Indebtedness” has the meaning set forth in Section 2.3(d)(iii). “Specified Tax Losses” means any Taxes imposed on, asserted against or otherwise payable by any Buyer Indemnified Person with respect to any Specified Tax Matter, including any reasonable out of pocket expenses attributable thereto. “Specified Tax Matter” or “Specified Tax Matters” has the meaning set forth in Section 7.2(j)(i). “Sponsor D&O Parties” has the meaning set forth in Section 6.1(b). “Straddle Period” means any taxable period (or, in the case of any member of the Seller’s Group that is a UK Tax resident company, any accounting period) beginning on or before the Closing Date and ending after the Closing Date. “Subsidiary” means, with respect to any Person that is a legal entity, any other Person that is a legal entity of which at least a majority of the outstanding voting securities or other voting equity interests, or a majority of any other interests having the power to direct or cause the direction of the management and policies of such other Person, are owned or controlled, directly

 17 or indirectly, by such first Person or one or more of the other Subsidiaries of such first Person or a combination thereof. For purposes of this definition, a Person is deemed to have a majority ownership interest in any other Person if such Person is allocated a majority of the gains or losses of such other Person, or is or controls the managing director or general partner of such other Person. “Target Working Capital” means £(19,434,204.11) (negative Nineteen Million Four Hundred Thirty Four Thousand Two Hundred Four British Pounds Sterling and Eleven Pence). “Tax” or “Taxes” means any and all U.S. federal, state, local and non-U.S. taxes, including income, profits, franchise, gross receipts, license, environmental, customs duty, capital stock, severance, stamp, payroll, sales, use, employment, unemployment, disability, social security, property, withholding, excise, production, value added, tariff, occupancy, estimated, alternative or minimum, ad valorem, and other taxes (including both the employer and employee portion of any national insurance contributions in the United Kingdom and equivalent Taxes elsewhere), duties, or similar duties, levies or assessments imposed by a Tax Authority, together with all interest and penalties attributable thereto. “Tax Authority” means any government, or subdivision, agency, commission or authority of any government, having jurisdiction over the assessment, determination, collection or other imposition of Taxes. “Tax Contest” means (a) any audit, hearing, proposed adjustment, arbitration, deficiency, assessment, suit, dispute, claim, or other proceeding commenced, filed or otherwise initiated or convened to investigate or resolve the existence and extent of a Liability for Taxes or (b) any Challenge. “Tax Indemnity Escrow Account” means a bank account or subaccount designated in writing by the Escrow Agent, into which the Tax Indemnity Escrow Amount will be deposited by Buyer at the Closing. “Tax Indemnity Escrow Amount” means [*****]. “Tax Return” means any report, return, notice, computation, assessment, claim, disclaimer or statement (including schedules and information returns) required to be filed or supplied by the Company or any of its Subsidiaries to a Tax Authority in connection with the determination, assessment, collection of or provision of information relating to any Taxes and any amendment thereto. “Third Party Contributor” means any Person, other than the Company or its Subsidiaries, holding any rights in or to any Company Publications, including any authors, editors, photographers, illustrators, designers, agents, or artists. “TIOPA 2010” means the Taxation (International and Other Provisions) Act 2010. “TMA 1970” means the Taxes Management Act 1970.

 18 “Top Customers” means the top ten (10) customers of the Company and its Subsidiaries on a consolidated basis by the volume of sales to such customers, for each of (a) the fiscal year ended December 31, 2025 and (b) the three (3)-month period ended March 31, 2026. “Top Customers Contract” has the meaning set forth in Section 4.19(a). “Transaction Expenses” means all fees, costs and expenses incurred or subject to reimbursement by or on behalf of the Company and its Subsidiaries in connection with the Contemplated Transactions, including (a) the fees, costs, and expenses of investment bankers, legal counsel, accountants and other advisors, (b) any amounts payable with respect to any transaction-related bonuses (but, for the avoidance of doubt, not regular performance bonuses), change-in-control payments, retention payments or similar payments payable to employees, individual independent contractors and other individual service providers of the Company and its Subsidiaries in connection with the consummation of the Contemplated Transactions, excluding any amounts payable due to the actions taken by Buyer or its Affiliates following the Closing (including any termination of employment), as well as the aggregate amount of the employer share of any payroll, social security, unemployment, excise or similar Taxes relating thereto, (c) any transaction or other fees, costs or expenses, and any other payment obligations, accrued or payable to the CIG Group at Closing, (d) fifty percent (50%) of any Transfer Taxes and (e) fifty percent (50%) of the Rep and Warranty Insurance Expenses and the fees and expenses payable pursuant to the Escrow Agreement; provided, that “Transaction Expenses” shall not include (i) any Transaction Expenses to the extent paid prior to the Closing, (ii) any liabilities included in Closing Net Working Capital, (iii) any Indebtedness, or (iv) any fees and expenses incurred by, on behalf of, or at the direction of Buyer or any of its Affiliates or otherwise relating to Buyer’s or any of its Affiliates’ financing of the transactions contemplated hereby, if any. “Transaction Tax Deductions” means, without duplication, any item of deduction, or loss related to or arising by reason of (a) the aggregate fees and expenses incurred by the Company and its Subsidiaries in connection with the Contemplated Transactions (including all items set forth in the definition of “Transaction Expenses”) to the extent “more likely than not deductible” (or deductible at a higher level of authority), (b) the capitalized financing fees, costs, expenses and interest (including amounts treated as interest for U.S. federal income tax purposes (and original issue discount or similar items), any fulfillment costs relating to the Deferred Revenue, and any breakage fees or accelerated deferred financing fees or debt prepayment fees or capitalized debt costs) that become deductible for U.S. income tax purposes by Buyer, the Company or any of its Subsidiaries or any of their Affiliates as a result of the Closing or the satisfaction of any Indebtedness on or prior to the Closing Date, and (c) any employment Taxes with respect to the amounts set forth in the foregoing clauses (a) and (b). The parties shall apply the safe harbor election set forth in IRS Revenue Procedure 2011-29 to determine the amount of any success based fees paid by them. “Transaction Tax Treatment” has the meaning set forth in Section 7.2(i)(i). “Transfer Tax” means any transfer, documentary, sales, use, recording, registration, value added, and similar Taxes (including penalties and interest). For purposes of this definition, any UK stamp duty Taxes shall be excluded.

 19 “UK Corporate Income Tax Returns” means all UK corporate Income Tax Returns of the Company and its Subsidiaries for calendar year 2025 and any consent. “UK Financial Statements” has the meaning set forth in Section 4.6(a). “UK Holdings 1” has the meaning set forth in Section 4.6(a). “UK Holdings 2” means Emerald Group Holdings Limited, a private limited company incorporated under the laws of England and Wales. “Unaudited UK Financial Statements” has the meaning set forth in Section 4.6(a). “Unaudited US Financial Statements” has the meaning set forth in Section 4.6(a). “United Kingdom” or “UK” means Great Britain (England, Wales, and Scotland) and Northern Ireland. “US Financial Statements” has the meaning set forth in Section 4.6(a). “VAT” means (a) any value added tax imposed by the VATA 1994, (b) any tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112) (as amended from time to time), and (c) any other value added, sales, supply or use tax of a similar nature, whether imposed in the United Kingdom, or in a member state of the European Union in substitution for, or levied in addition to, such tax referred to in paragraphs (a) or (b) above, or imposed elsewhere. “VATA 1994” means the Value Added Tax Act 1994. 1.2. Rules of Construction. Unless the context otherwise requires: (a) a capitalized term has the meaning assigned to it herein; (b) an accounting term not otherwise defined herein has the meaning assigned to it in accordance with GAAP; provided, that to the extent that the definition of an accounting term defined in this Agreement is inconsistent with the meaning of such term under GAAP, the definition set forth in this Agreement will control; (c) references in the singular or to “him,” “her,” “it,” “itself,” or other like references, and references in the plural or the feminine or masculine reference, as the case may be, shall also, when the context so requires, be deemed to include the plural or singular, or the masculine or feminine reference, as the case may be; (d) references to Articles, Sections, Schedules, Exhibits, subsections and other subdivisions shall refer to articles, sections, schedules, exhibits, subsections and other subdivisions of this Agreement, unless otherwise specified;

 20 (e) the table of contents and the headings in this Agreement are for convenience and identification only and are not intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision thereof; (f) this Agreement shall be construed without regard to any presumption or other rule requiring construction against the party that drafted and caused this Agreement to be drafted; (g) all monetary figures shall be in British Pounds Sterling (£) unless otherwise specified; provided, that references to “$” are deemed references to United States dollars; (h) references to “including” in this Agreement shall mean “including, without limitation,” whether or not so specified; (i) when calculating the period of time before which, within which or following which any act is to be done or step is to be taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded; (j) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other theory extends and such phrase shall not mean “if”; (k) if any period expires on a day which is not a Business Day or any event or condition is required by the terms of this Agreement to occur or be fulfilled on a day which is not a Business Day, such period shall expire or such event or condition shall occur or be fulfilled, as the case may be, on the next succeeding Business Day; (l) any reference to “days” means calendar days unless Business Days are expressly specified; (m) the words such as “herein,” “hereinafter,” “hereof” and “hereunder” refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requires; (n) the word “or” is not exclusive and has the meaning commonly ascribed to the phrase “and/or” (whether or not specified), and the words “will” and “will not” are expressions of command and not merely expressions of future intent or expectation; (o) whenever the phrase “made available” or words of similar import are used in reference to a document, it shall mean the document was made available for viewing by Buyer and its Representatives in the “Project Mozart” electronic data room hosted by Intralinks, as that site existed as of 5:00 P.M. New York City time on the date that is two (2) days prior to the date of the Letter Agreement; and (p) the parties have participated jointly in the negotiation and drafting of this Agreement and the other agreements contemplated hereby and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

 21 ARTICLE II Purchase and Sale 2.1. Closing. The closing of the Contemplated Transactions (the “Closing”) shall take place remotely on the date hereof (the “Closing Date”). The Closing will take place via an electronic closing in which separate counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument, will first be delivered by electronic mail exchange of signature pages. 2.2. Purchase and Sale. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Buyer shall purchase from the Seller, and the Seller shall sell, transfer and assign to Buyer, all of the Seller’s right, title and interest in and to the Shares, free and clear of all Liens other than restrictions on transfer that may be imposed by generally applicable securities Laws. 2.3. Payments and Deliveries at the Closing. (a) At or prior to 9:00 A.M. New York City time on Tuesday, May 26, 2026, the Company shall: (i) deliver to Buyer a written statement (the “Closing Date Statement”), based upon the books and records of the Company and its Subsidiaries and prepared in accordance with the Accounting Principles, setting forth in reasonable detail the Company’s good faith estimate of (1) the Closing Net Working Capital (the “Estimated Closing Net Working Capital”), (2) the Closing Cash (the “Estimated Closing Cash”), (3) the Closing Indebtedness (the “Estimated Closing Indebtedness”), (4) the Closing Transaction Expenses (the “Estimated Closing Transaction Expenses”), and (5) the Estimated Aggregate Consideration, together with such schedules and data with respect to the determination thereof as may be appropriate to support the calculations set forth in the Closing Date Statement, all of which shall be prepared and determined in accordance with this Agreement; and (ii) notify Buyer in writing of the respective amounts and bank accounts to which each of the amounts payable pursuant to Section 2.3(b)(i) through Section 2.3(b)(iv) shall be paid. Any payments required to be made by Buyer pursuant to this Article II shall be made by wire transfer of immediately available funds unless otherwise designated by the payee thereof. (iii) Following the delivery of the Closing Date Statement, the Company shall provide Buyer and its Representatives with reasonable access (upon reasonable advance notice during normal business hours) to the Business Records, work papers and other documents that were used in, or are relevant to, the preparation of the Closing Date Statement, internal and external accountants, relevant personnel and properties of the Company and its Subsidiaries to verify the accuracy of such amounts, all to the extent reasonably requested by Buyer or its Representatives, and the Company shall direct such accountants and personnel to reasonably cooperate with and assist Buyer and its Representatives in connection with their review of the Closing Date Statement. Buyer shall be entitled to comment on and request reasonable changes to the Closing Date Statement, and the Company shall consider in good faith modifying the Closing Date Statement to address any such comments or changes proposed by Buyer; provided, that such

 22 proposed changes shall not delay the Closing, and provided, further, that if the Company in good faith disagrees with any such proposed changes, the position of the Company with respect to such disagreement shall control for purposes of Closing. (b) At the Closing, Buyer shall pay or cause to be paid the following payments: (i) (A) to the Adjustment Escrow Account, an amount equal to the Adjustment Escrow Amount and (B) to the Tax Indemnity Escrow Account, an amount equal to the Tax Indemnity Escrow Amount; (ii) to the account of each Person to whom the Estimated Closing Transaction Expenses are owed, on behalf of the Company or its Subsidiaries, as applicable, an amount equal to the portion of the Estimated Closing Transaction Expenses owing to such Person (other than the Estimated Closing Transaction Expenses that are payable to any employee of the Company or its Subsidiaries, which shall be delivered to the Company or one of its Subsidiaries (to the extent the Company or such Subsidiary does not already have sufficient cash to make such payments, provided, that for the avoidance of doubt, whether or not Buyer funds cash to the Company pursuant to this Section 2.3(b)(ii), Buyer shall be required to pay, or cause the Company to pay, all Estimated Closing Transaction Expenses that are payable to any employee of the Company or its Subsidiaries) and paid by the Company or one of its Subsidiaries through payroll or other applicable payment processing in accordance with the terms of the applicable arrangements to such Person); (iii) to the account of the Seller (or its designated Affiliate) in consideration for the Shares an amount equal to the Estimated Aggregate Consideration, by wire transfer of immediately available funds; and (iv) to the account of each Person to whom the Specified Closing Indebtedness is owed as specified in the Payoff Letters, on behalf of the Company or its Subsidiaries, as applicable, an amount equal to the portion of the Specified Closing Indebtedness owing to such Person. (c) At or prior to the Closing, Buyer will deliver or cause to be delivered to the Seller (i) the Joint Direction (as defined in the Letter Agreement), pursuant to Section 2(c) of the Letter Agreement, duly executed by Buyer, and (ii) a certificate, dated as of the Closing Date, duly executed by Buyer’s secretary, certifying as to all resolutions adopted by the governing body of the Buyer authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the Contemplated Transactions. (d) At or prior to the Closing, the Company will deliver or cause to be delivered to Buyer: (i) termination agreements, in the form as reasonably agreed between the Seller and Buyer, terminating the Management Agreement and the agreement set forth on Schedule 2.3(d)(i), in each case without any Liabilities to Buyer or the Company or its Subsidiaries;

 23 (ii) resignation letters, in form and substance reasonably acceptable to Buyer, duly executed by each of the officers, directors and managers of the Company and its Subsidiaries (other than those individuals set forth on Schedule 2.3(d)(ii)), as applicable, effective as of the Closing; (iii) duly executed customary payoff letters, in form and substance reasonably acceptable to Buyer (the “Payoff Letters”) and deed of release, with respect to the Existing Facilities and the other Estimated Closing Indebtedness set forth on Section 2.3(d)(iii) of the Company Disclosure Schedule (the “Specified Closing Indebtedness”), which Payoff Letters shall (A) indicate the Payoff Amount related to such Payoff Letter as of the anticipated Closing Date (and the daily accrual thereafter), (B) state that the payment of the Payoff Amount specified in the Payoff Letter shall discharge fully the then outstanding balance, including all accrued and unpaid interest thereon and any other fees, costs and expenses payable to the holders in connection therewith, of all Indebtedness related to such Payoff Letter and (C) state that, if applicable, upon receipt of such payment, (1) all Liens and other security interests related to the Indebtedness set forth in such Payoff Letter shall be automatically terminated, released and of no further effect, including as related to any Owned Intellectual Property, (2) such holders shall promptly file and deliver, or authorize the Company or its applicable Subsidiary or its designee to file, financing termination statements or such other filings as required to discharge all corresponding registrations and such other documents or endorsements necessary to release such Liens and other security interests in the assets of the Company and its Subsidiaries, including a duly completed and executed Form MR04 (Statement of satisfaction in full or in part of a charge), and (3) such holders shall promptly deliver to Buyer any items of physical collateral held by any such holders of such Indebtedness to the extent such items are assets of the Company or its Subsidiaries; (iv) a certificate, dated as of the Closing Date, duly executed by the Company’s secretary, certifying as to (A) all resolutions adopted by the governing body of the Company authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the Contemplated Transactions, and (B) the Organizational Documents of the Company; and (v) a certificate of good standing (or equivalent) for the Company and each of its Subsidiaries organized or formed in the United States dated within ten (10) Business Days of the Closing Date from the Secretary of State of the State of Delaware. (e) At or prior to the Closing, the Seller will deliver or cause to be delivered to Buyer: (i) the original stock certificate or certificates (or lost stock affidavit in customary form) representing the Shares, together with an instrument of assignment evidencing the transfer of the Shares to Buyer; (ii) the Joint Direction (as defined in the Letter Agreement), pursuant to Section 2(c) of the Letter Agreement, duly executed by the Seller;

 24 (iii) the restrictive covenant agreement, in the form as reasonably agreed between the Seller and Buyer, duly executed by Cambridge Information Group IV LLC, a Delaware limited liability company; (iv) a certificate, dated as of the Closing Date, duly executed by the Seller’s secretary, certifying as to all resolutions adopted by the governing body of the Seller authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the Contemplated Transactions; and (v) a duly completed and executed IRS Form W-9 from the Seller (or if Seller is a disregarded entity for U.S. federal income tax purposes, the Seller’s first regarded owner). 2.4. Purchase Price Adjustment. (a) Within ninety (90) days after the Closing Date (the “Purchase Price Adjustment Statement Date”), Buyer shall prepare and deliver to the Seller a written statement (the “Purchase Price Adjustment Statement”), prepared in accordance with the Accounting Principles, setting forth Buyer’s good faith calculation of the Closing Net Working Capital, the Closing Cash, the Closing Indebtedness, the Closing Transaction Expenses and the Aggregate Consideration, together with such schedules and data with respect to the determination thereof as may be appropriate to support the calculations set forth in the Purchase Price Adjustment Statement, all of which shall be prepared and determined in accordance with this Agreement, and showing the difference, if any, between each of the Closing Net Working Capital, Closing Cash, Closing Indebtedness, Closing Transaction Expenses and Aggregate Consideration as shown on the Purchase Price Adjustment Statement and the Closing Date Statement. To the extent Buyer fails to deliver the Purchase Price Adjustment Statement to the Seller prior to the Purchase Price Adjustment Statement Date, and such failure is not cured within thirty (30) days after receipt by Buyer of written notice thereof, then, at the sole discretion of Seller, either (i) the Closing Date Statement delivered by the Seller to Buyer will be final and binding or (ii) the Seller shall prepare the Purchase Price Adjustment Statement and all other applicable provisions of this Section 2.4 shall apply mutatis mutandis. (b) Following the delivery of the Purchase Price Adjustment Statement, Buyer shall provide the Seller and its Representatives with reasonable access (upon reasonable advance notice during normal business hours) to the Business Records, work papers and other documents that were used in, or are relevant to, the preparation of the Purchase Price Adjustment Statement, internal and external accountants, relevant personnel and properties of the Company and its Subsidiaries (collectively, “Access Rights”) to verify the accuracy of such amounts, all to the extent reasonably requested by the Seller. (c) If the Seller disagrees with the calculation of any of the items set forth in the Purchase Price Adjustment Statement as a result of such item not being calculated in accordance with the Accounting Principles, the applicable definitions herein or the terms and conditions set forth in this Agreement or in the Accounting Principles or as having computational errors, the Seller shall notify Buyer in writing (an “Objection Notice”) of such disagreement (an “Objection Dispute”) within sixty (60) days after delivery of the Purchase Price Adjustment Statement by

 25 Buyer (the “Review Period”). Any Objection Notice shall specify in reasonable detail the nature and basis of any disagreement so asserted, and include all supporting schedules and the Seller’s calculation of such item. If the Seller fails to deliver an Objection Notice to Buyer on or prior to the last day of the Review Period, the Purchase Price Adjustment Statement shall be deemed final and binding on Buyer, the Company and the Seller. (d) If the Seller delivers a timely Objection Notice, (x) Buyer and the Seller shall negotiate in good faith to resolve the Objection Disputes and any resolution agreed to in writing by Buyer and the Seller shall be final and binding upon the parties and (y) any item not included as an Objection Dispute in the Objection Notice shall be deemed final and binding on Buyer, the Company and the Seller. If Buyer and the Seller are unable to fully resolve all such Objection Disputes no later than the twentieth (20th) day (or such later date as may be mutually agreed upon in writing by Buyer and the Seller) following delivery of the Objection Notice by the Seller to Buyer (the “Resolution Period”), then such remaining disputed matters shall, at the request of either the Seller or Buyer, be referred jointly for final determination to, and each of Buyer and the Seller shall enter into a customary engagement letter with, Forvis Mazars (or such other firm as selected pursuant to this Section 2.4(d), the “Accounting Firm”); provided, that any communications between the Seller and Buyer (or their respective Representatives) regarding the Objection Notice and any Objection Dispute during the Resolution Period shall be considered settlement discussions pursuant to the Federal Rule of Evidence 408 and similar state rules and shall not be submitted to or considered by the Accounting Firm. If Forvis Mazars is unable or unwilling to serve as Accounting Firm, the Seller and Buyer shall jointly select an alternative Accounting Firm from an accounting firm of national standing no later than five (5) Business Days thereafter (or within such longer period as may be mutually decided, in writing, by the parties). If the Seller and Buyer are unable to agree upon an alternative Accounting Firm within such time period, then the Accounting Firm shall be an accounting firm of national standing designated by the American Arbitration Association in New York, New York; provided, that the Accounting Firm shall not have served as auditor for, or consultant to, Buyer, the Seller or the Company or their respective controlling Affiliates in the past five (5) years. The Accounting Firm shall only consider, and must resolve, those items and amounts which remain unresolved Objection Disputes following the Resolution Period in each case, in accordance with the terms and provisions of this Agreement. Buyer and the Seller shall direct the Accounting Firm to deliver, as promptly as practicable and in any event within thirty (30) days after its appointment (or such later date as may be mutually agreed to in writing by Buyer and the Seller), a written report setting forth the resolution of any unresolved Objection Disputes determined in accordance with the terms herein, including the Accounting Principles; provided, that any delay by the Accounting Firm in providing a written report shall not affect the validity of the report. Buyer and the Seller will reasonably cooperate with the Accounting Firm during the term of this engagement. Each of Buyer and the Seller shall be afforded the opportunity to present to the Accounting Firm any written materials relating to the determination of the unresolved Objection Disputes; provided, however, that copies of all such written materials are concurrently provided to the other party. Neither Buyer nor the Seller shall have or conduct any communication, either written or oral, with the Accounting Firm relating to the Objection Notice or the transactions contemplated by this Agreement without the Seller or Buyer, respectively, either being present or receiving a concurrent copy of any written communication. The Accounting Firm will consider only those items and amounts which are identified as remaining in dispute from the Objection Notice. In resolving any unresolved Objection Dispute, the Accounting Firm shall (i) make its determination in accordance with the Accounting Principles and the applicable definitions

 26 and terms set forth herein (notwithstanding the availability of other accounting methods, policies, practices and/or procedures under GAAP or otherwise) and base its determination solely on written materials submitted by each of Buyer and the Seller with simultaneous distribution to the other party (and not on an independent review), (ii) not assign a value to any item greater than the greatest value for such item claimed by either Buyer or the Seller or less than the smallest value for such item claimed by either Buyer or the Seller, in each case, in the Purchase Price Adjustment Statement or the Objection Notice, respectively, and (iii) function as an expert and not as an arbitrator. Such report shall be final and binding upon all of the parties to this Agreement, absent arithmetic error by the Accounting Firm (in which case the Accounting Firm shall correct any such error) or fraud. Upon the agreement of Buyer and the Seller or the decision of the Accounting Firm, or if the Seller fails to deliver an Objection Notice within the Review Period, the Purchase Price Adjustment Statement, as adjusted (if necessary) pursuant to the terms of this Agreement, shall be deemed to be the final Purchase Price Adjustment Statement for purposes of this Section 2.4 (the “Final Purchase Price Adjustment Statement”) and shall be deemed to be final and binding on Buyer, the Company and the Seller for purposes of this Agreement. The Closing Net Working Capital, the Closing Cash, the Closing Indebtedness, the Closing Transaction Expenses and the Aggregate Consideration each as shown on the Final Purchase Price Adjustment Statement, shall be referred to as the “Final Closing Net Working Capital,” the “Final Closing Cash,” the “Final Closing Indebtedness,” the “Final Closing Transaction Expenses” and the “Final Aggregate Consideration,” respectively. The fees, expenses and costs of the Accounting Firm shall be borne by Buyer and the Seller, respectively, in the proportion that the aggregate pounds sterling amount of the remaining disputed items submitted to the Accounting Firm by Buyer and the Seller (as set forth in the Purchase Price Adjustment Statement and the Objection Notice, as applicable) that are unsuccessfully disputed by such party (as finally determined by the Accounting Firm) bears to the aggregate pounds sterling amount of such disputed items submitted by Buyer and the Seller, and the allocation of such fees, expenses and costs shall be determined by the Accounting Firm and set forth in its written report; provided that any retainer or other upfront fees required by the Accounting Firm shall be split equally between Buyer and the Seller subject to reallocation as set forth above. The Seller shall have the right to enforce Access Rights pursuant to Section 7.13. (e) If the Final Aggregate Consideration exceeds the Estimated Aggregate Consideration (such excess, the “Positive Purchase Price Adjustment”), then (i) Buyer shall, no later than five (5) Business Days following the determination of the Final Purchase Price Adjustment Statement pursuant to Section 2.4(d), pay an amount equal to the lesser of (x) the Positive Purchase Price Adjustment and (y) the Adjustment Escrow Amount, in cash to the account of the Seller, as designated by the Seller and by wire transfer of immediately available funds, and (ii) the Seller will be entitled to receive the amount then held in the Adjustment Escrow Account, and Buyer and the Seller shall, no later than five (5) Business Days following such determination of the Final Purchase Price Adjustment Statement pursuant to Section 2.4(d), deliver a Joint Direction instructing the Escrow Agent to make a payment of such amount out of the Adjustment Escrow Account to the account of the Seller, as designated by the Seller, by wire transfer of immediately available funds. (f) If the Estimated Aggregate Consideration exceeds the Final Aggregate Consideration (such excess, the “Negative Purchase Price Adjustment”), then Buyer shall be entitled to receive, within five (5) Business Days of the determination of the Final Purchase Price Adjustment Statement pursuant to Section 2.4(d), a payment in cash out of the Adjustment Escrow

 27 Account, an amount equal to the lesser of (i) the Negative Purchase Price Adjustment and (ii) the total amount of funds in the Adjustment Escrow Account, and Buyer and the Seller shall deliver, no later than five (5) Business Days following the determination of the Final Purchase Price Adjustment Statement pursuant to Section 2.4(d), a Joint Direction instructing the Escrow Agent to make a payment out of such Adjustment Escrow Account to Buyer in an amount equal to the lesser of (x) the Negative Purchase Price Adjustment and (y) the total amount of funds in the Adjustment Escrow Account. Recovery from the Adjustment Escrow Account shall be the sole and exclusive remedy with respect to any Negative Purchase Price Adjustment. In addition, if the amount in the Adjustment Escrow Account is greater than the Negative Purchase Price Adjustment, then Buyer and the Seller shall deliver, no later than five (5) Business Days of the determination of the Final Purchase Price Adjustment Statement pursuant to Section 2.4(d), a Joint Direction instructing the Escrow Agent to make an aggregate payment equal to the difference between the funds then in the Adjustment Escrow Account and the Negative Purchase Price Adjustment to the account of the Seller, as designated by the Seller, by wire transfer of immediately available funds. (g) If the Estimated Aggregate Consideration is equal to the Final Aggregate Consideration, then Buyer and the Seller shall deliver no later than five (5) Business Days following the determination of the Final Purchase Price Adjustment Statement pursuant to Section 2.4(d), a Joint Direction instructing the Escrow Agent to make an aggregate payment equal to the funds then in the Adjustment Escrow Account to the account of the Seller, as designated by the Seller, by wire transfer of immediately available funds. (h) The parties hereto agree to treat any payment made pursuant to this Section 2.4 as an adjustment to the purchase price for U.S. federal, state, local and non-U.S. Tax purposes, to the extent permitted by applicable Law. 2.5. Withholding. Buyer (or its Affiliate) shall be entitled to deduct and withhold (or cause to be deducted or withheld) from any portion of any payment payable pursuant to this Agreement, such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code and the rules and regulations promulgated thereunder, or any provision of applicable Tax Law; provided, however, that (i) prior to making any such deduction or withholding (other than with respect to any compensatory payments), Buyer (or its Affiliate), shall give the Seller and its Representatives reasonable prior notice of its intention to make such deduction or withholding, (ii) Buyer (or its Affiliate) shall reasonably cooperate with the Seller and its Representatives to obtain a reduction of, or relief from, such deduction or withholding, and (iii) no deduction or withholding shall be made with respect to any payments in respect of the Final Aggregate Consideration (including payments in respect of the Estimated Aggregate Consideration, and if any, the Positive Purchase Price Adjustment) (other than with respect to any compensatory payments) provided the delivery under Section 2.3(e)(v) is made, unless otherwise required by a change in applicable Law after the date hereof. To the extent that any such amounts are so deducted or withheld by Buyer (or its Affiliate) and timely paid to the applicable Tax Authority, such amounts shall be treated for all purposes of this Agreement as having been paid to the Seller.

 28 ARTICLE III Representations and Warranties of the Seller The Seller hereby represents and warrants to Buyer as follows: 3.1. Organization. The Seller is a limited liability company duly formed, validly existing and in good standing under the Laws of Delaware and has the requisite power and authority to own or lease its properties and assets and to conduct its business as it is now being conducted, except where the failure to be in good standing would not reasonably be expected to have, individually or in the aggregate, a Seller Material Adverse Effect. 3.2. Authorization and Enforceability. The execution and delivery of this Agreement and the Ancillary Documents to which the Seller is a party and the performance by the Seller of the Contemplated Transactions that are required to be performed by the Seller have been duly authorized by the Seller and no other limited liability company actions or proceedings on the part of the Seller are necessary to authorize the execution, delivery and performance of this Agreement and the Ancillary Documents to which the Seller is a party or the consummation of the Contemplated Transactions that are required to be performed by the Seller. This Agreement has been and each of the Ancillary Documents to be executed and delivered at the Closing by the Seller will be, at the Closing, duly authorized, executed and delivered by the Seller and assuming that this Agreement and the Ancillary Documents to which the Seller is a party are valid and legally binding obligations of the other parties hereto and thereto (other than Seller’s Affiliates, including the Company and its Subsidiaries), each of this Agreement and each Ancillary Document to which the Seller is a party constitutes, or as of the Closing Date will constitute, a valid and legally binding agreement of the Seller, enforceable against the Seller, in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity. 3.3. Title. The Seller is the sole record and beneficial owner of, and has good, valid and marketable title to, the Shares, free and clear of any Liens, other than restrictions on transfer that may be imposed by generally applicable securities Laws. The Seller has the power and authority to sell, transfer, assign, convey and deliver such Shares, and such delivery will convey to Buyer at the Closing good, valid and marketable title to such Shares, free and clear of all Liens, other than restrictions on transfer that may be imposed by generally applicable securities Laws. 3.4. No Violation. The execution and delivery by the Seller of this Agreement and the Ancillary Documents to which the Seller is a party, consummation of the Contemplated Transactions that are required to be performed by the Seller and compliance with the terms of this Agreement and the Ancillary Documents to which the Seller is a party will not (a) conflict with or violate any provision of the Organizational Documents of the Seller, (b) assuming that all Governmental Consents contemplated by or described in Section 3.5 have been obtained or made, conflict with or violate any Law or Order applicable to the Seller or by which any of the Seller’s assets are bound, (c) violate or result in a breach of or constitute a default under or require the consent of any third party under, or result in or permit the termination of any provision of, or result in or permit the acceleration of the maturity or cancellation of performance of any obligation under, or result in the creation or imposition of any Lien (other than any Permitted Lien) of any nature whatsoever upon any assets or property or give to others any interests or rights therein under, any

 29 material Contract to which the Seller is a party or by which the Seller may be bound or (d) result in the creation of, or require the creation of, any Lien upon any Shares (other than restrictions on transferability arising under the Securities Act or any other federal or state securities Laws), except, in the case of clause (b) or (c), to the extent such violation, breach, default, required consent, termination or acceleration would not have, individually or in the aggregate, a Seller Material Adverse Effect. 3.5. Governmental Authorizations and Consents. No consents, licenses, approvals, Permits, or authorizations of, notice to, or registrations, declarations or filings with, any Governmental Authority (“Governmental Consents”) are required to be obtained or made by the Seller in connection with the execution, delivery and performance of this Agreement or any Ancillary Documents to which the Seller is, or is to be, a party or the consummation by the Seller of the Contemplated Transactions, except for those for which the failure to obtain such Governmental Consents would not, individually or in the aggregate, have a Seller Material Adverse Effect. 3.6. Litigation. There are no Litigations pending or, to the actual knowledge of the Seller, threatened by or against the Seller which question the validity of this Agreement or any of the Ancillary Documents to which the Seller is a party or seek to prohibit, enjoin or otherwise challenge or restrain the consummation of the Contemplated Transactions, or which would otherwise have a Seller Material Adverse Effect. As of the date hereof, there is no Order or settlement agreement to which the Seller is subject that would have a Seller Material Adverse Effect. 3.7. Sanctions. The Seller is in material compliance with all applicable Sanctions and applicable export control Laws. The Seller is not, and to the actual knowledge of the Seller, none of its directors, officers or employees are, (a) identified on any Sanctions-related list of restricted or blocked Persons, or (b) organized, resident, or located in any country or territory that is itself the subject of Sanctions. 3.8. No Ownership of Company Property. The CIG Group does not own any Company Intellectual Property or technology or any other property or asset that is necessary for the Company or its Subsidiaries to operate their business as currently conducted, nor does the CIG Group own, or have any rights in, to, or under, any Company Intellectual Property. At the Closing, the CIG Group will not have any rights to any property or asset of any of the Company or its Subsidiaries. 3.9. No Brokers. Except as set forth in Section 3.9 of the Company Disclosure Schedule, the Seller has not engaged, entered into any Contract with or incurred any Liability to any broker, finder or agent for any brokerage fees, finder’s fees, commissions or similar fee or compensation with respect to this Agreement, the Ancillary Documents or the Contemplated Transactions. ARTICLE IV Representations and Warranties of the Company Except as set forth in the Company Disclosure Schedule, the Company hereby represents and warrants to Buyer as follows:

 30 4.1. Organization and Power. (a) The Company is a limited liability company and is duly formed, validly existing and in good standing under the Laws of Delaware. Each of the Company’s Subsidiaries is a corporation or other legal entity duly incorporated or organized, validly existing and, where relevant, in good standing under the Laws of its respective jurisdiction of incorporation or organization (to the extent relevant in such jurisdiction), except, in the case of the Company’s Subsidiaries, where the failure of any such Subsidiary to be in good standing would not have a Company Material Adverse Effect. The Company has all requisite limited liability company power and authority to execute, deliver and perform this Agreement and the Ancillary Documents to which it is a party and to consummate the Contemplated Transactions. The Company and each of its Subsidiaries has all (corporate or similar) power and authority necessary to own or lease and to operate their respective properties and assets and to carry on their respective businesses as currently conducted. (b) Each of the Company and its Subsidiaries is duly qualified to do business as a foreign corporation in each jurisdiction in which the nature of the business transacted by it or the character of the properties owned, operated or leased by it require such qualification, except where the failure to be so qualified would not, individually or in the aggregate, have a Company Material Adverse Effect. (c) Copies of the Organizational Documents of the Company and each of its Subsidiaries, as currently in effect, have been made available to Buyer, such copies are true and complete and in full force and effect, and neither the Company nor any Subsidiary thereof is in default under or in violation of any provision of their respective Organizational Documents. 4.2. Authorization and Enforceability. The execution and delivery of this Agreement and the Ancillary Documents to which the Company is a party and the performance by the Company of the Contemplated Transactions that are required to be performed by the Company have been duly authorized by the Company and no other limited liability company actions or proceedings on the part of the Company are necessary to authorize the execution, delivery and performance of this Agreement and the Ancillary Documents to which the Company is a party or the consummation of the Contemplated Transactions that are required to be performed by the Company. This Agreement has been and each of the Ancillary Documents to be executed and delivered at the Closing by the Company will be, at the Closing, duly authorized, executed and delivered by the Company and assuming that this Agreement and the Ancillary Documents to which the Company is a party are valid and legally binding obligations of Buyer (as applicable), this Agreement and each of the Ancillary Documents to which the Company is a party constitutes, or as of the Closing Date will constitute, a valid and legally binding agreement of the Company, enforceable against the Company, in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity. 4.3. Capitalization of the Company and its Subsidiaries. (a) The Company. The Shares consist of 100 shares, par value $0.01 per share. The Seller is the sole record and beneficial owner of all of the Shares. All of the Shares are duly

 31 authorized, have been validly issued and are fully paid and non-assessable, are free and clear of all Liens, other than restrictions on transfer that may be imposed by generally applicable securities Laws, have not been issued in violation of any preemptive or similar rights and were issued in compliance with applicable securities Laws or exemptions therefrom. The Company does not have any outstanding securities convertible into or exchangeable or exercisable for any membership interests or limited liability company interests or any rights to subscribe for or to purchase, or any agreements providing for the issuance (contingent or otherwise) of any membership interests or limited liability company interests. (b) There are no issued, reserved for issuance or outstanding options, warrants, purchase rights, rights to subscribe to, preemptive rights, call rights, right of first refusal, or right of first offer relating to, or any securities convertible into or exchangeable or exercisable for any Shares, and there are no proxy, voting agreement, voting trust, registration rights agreement or shareholders agreement with respect to the voting of any Shares. There are no bonds, debentures, notes or other Indebtedness of the Company having the right to vote or consent (or convertible into, or exchangeable for, securities having the right to vote or consent) on any matters on which the Seller may vote. (c) Subsidiaries. Section 4.3(c)(i) of the Company Disclosure Schedule sets forth a true, correct and complete list of all Subsidiaries of the Company, listing for each Subsidiary (i) its name, (ii) its form of organization, (iii) its jurisdiction of organization, (iv) the record holder(s) of all of its issued and outstanding Equity Securities and (v) its directors, managers and officers. Except as set forth on Section 4.3(c)(ii) of the Company Disclosure Schedule, all of the issued and outstanding Equity Securities of each of the Company’s Subsidiaries are duly authorized, validly issued, fully paid and nonassessable (to the extent such concepts are applicable), have not been issued in violation of any preemptive or similar rights, and are owned, directly or indirectly, by the Company, free and clear of all Liens, other than restrictions on transfer that may be imposed by generally applicable securities Laws. There are no issued, reserved for issuance or outstanding options, warrants, purchase rights, rights to subscribe to, preemptive rights, call rights, right of first refusal, or right of first offer relating to, or any securities convertible into or exchangeable or exercisable for any Equity Securities of any of the Company’s Subsidiaries, and there are no proxy, voting agreement, voting trust, registration rights agreement or stockholders agreement with respect to the voting of any Equity Securities of any of the Company’s Subsidiaries. There are no bonds, debentures, notes or other Indebtedness of any of the Company’s Subsidiaries having the right to vote or consent (or convertible into, or exchangeable for, securities having the right to vote or consent) on any matters on which the equityholder of such Subsidiary may vote. Except as set forth on Section 4.3(c)(i) of the Company Disclosure Schedule, neither the Company nor any Subsidiary thereof owns or holds, directly or indirectly, any Equity Securities in any other Person, or has any right or obligation to acquire any Equity Securities or securities convertible into Equity Securities, in any Person. 4.4. No Violation. The execution and delivery by the Company of this Agreement and any Ancillary Documents to which the Company is a party, consummation of the Contemplated Transactions and compliance with the terms of this Agreement and the Ancillary Documents to which the Company are a party will not (a) conflict with or violate any provision of the (i) Organizational Documents of the Company or (ii) Organizational Documents of any of the Subsidiaries of the Company, (b) assuming that all Governmental Consents contemplated by or

 32 described in Section 4.5 have been obtained or made, conflict with or violate any Law or Order applicable to the Company or to any of its Subsidiaries, or by which any of the Company’s or any of its Subsidiaries’ assets are bound, (c) violate or result in a breach of or constitute a default under, or require the consent of any third party under, or result in or permit the termination of any provision of, or result in or permit the acceleration of the maturity or cancellation of performance of any obligation under, any Material Contract or other Company IP Agreement, or (d) result in the creation of, or require the creation of, any Lien upon any Shares, or any Equity Securities of any of the Company’s Subsidiaries (other than restrictions on transferability arising under the Securities Act or any other federal or state securities Laws), except, in the case of clause (b) or (c), to the extent such violation, breach, default, required consent, termination or acceleration would not, individually or in the aggregate, have a Company Material Adverse Effect. 4.5. Governmental Authorizations and Consents. No Governmental Consents are required to be obtained or made by the Company in connection with the execution, delivery and performance of this Agreement or any Ancillary Documents to which the Company is, or is to be, a party or the consummation by the Company of the Contemplated Transactions, except for (a) those Governmental Consents listed on Section 4.5 of the Company Disclosure Schedule and (b) those for which failure to obtain such Governmental Consents would not be material to the Company and its Subsidiaries, taken as a whole. 4.6. Financial Statements. (a) Section 4.6(a) of the Company Disclosure Schedule sets forth the following financial statements (the “Financial Statements”): (i) the unaudited balance sheet of the Company as of December 31, 2024 and December 31, 2025 and the related unaudited profit and loss statements for the years ending December 31, 2024 and December 31, 2025 (collectively, the “Annual US Financial Statements”); (ii) the audited consolidated balance sheet of Emerald UK Holdco Limited, a private limited company incorporated under the laws of England and Wales (“UK Holdings 1”) and the audited unconsolidated balance sheets of UK Holdings 2 and Emerald Publishing Limited, a private limited company incorporated under the laws of England and Wales (“UK Opco”), each as of December 31, 2023 and December 31, 2024 and the related consolidated UK Holdings 1 and unconsolidated UK Holdings 2 and UK Opco statements of operations, shareholders’ equity and, solely in the case of UK Holdings 1, cash flows, for the years ending December 31, 2023 and December 31, 2024 (collectively, the “Annual UK Financial Statements”); (iii) the unaudited balance sheet of the Company as of March 31, 2026 (the “Balance Sheet Date”), and the related unaudited consolidated profit and loss statement for the three (3)-month period ended on such date (the “Unaudited US Financial Statements” and, together with the Annual US Financial Statements, the “US Financial Statements”); and (iv) the unaudited consolidated balance sheet of UK Holdings 1, as of the Balance Sheet Date, and the related unaudited consolidated UK Holdings 1 statements of operations and shareholders’ equity for the three (3)-month period ended on such date (the “Unaudited UK Financial Statements” and, together with the Annual UK Financial Statements, the “UK Financial Statements”). (b) The US Financial Statements (i) have been prepared in accordance with GAAP as in effect from time to time, consistently applied throughout the periods covered thereby, and (ii) fairly present in all material respects the financial condition of the Company as of its respective date and the results of operations and member’s equity, or cash flows, as the case may

 33 be, of the Company for the period covered thereby, subject to the absence of footnote disclosure and to end-of-period adjustments. (c) The UK Financial Statements (i) show a true and fair view of the assets and liabilities, state of affairs, profit or loss and financial position and results of operation of each of UK Holdings 1, UK Holdings 2 and UK Opco at the respective dates set forth therein and for the respective periods covered thereby, except as otherwise noted therein, (ii) have been properly prepared in accordance with GAAP, comprising FRS 102 using appropriate accounting policies and estimation techniques as required by section 10 of FRS 102, applied on a consistent basis throughout the periods covered by such audited UK Financial Statements, (iii) comply with the requirements of the Companies Act 2006 and all applicable Laws, applied on a consistent basis throughout the periods covered by such audited UK Financial Statements, and (iv) (save as they disclose) are not affected by any extraordinary, exceptional or non-recurring items. (d) Taking into account the absence of footnotes and any year-end adjustments (including to reflect deferred Tax accounting), the Unaudited UK Financial Statements (i) have been prepared, assembled and maintained in the Ordinary Course, and fairly present, in all material respects, the financial position and results of operations of UK Holdings 1, UK Holdings 2 and UK Opco at the respective dates set forth therein and for the respective periods covered thereby, (ii) do not materially misstate the assets and liabilities of UK Holdings 1, UK Holdings 2 and UK Opco, in each case except as otherwise noted therein, (iii) have been properly prepared in accordance with GAAP, (iv) comply with the requirements of the Companies Act 2006 and all applicable Laws, (v) (save as they disclose) are not affected by any extraordinary, exceptional or non-recurring items, and (vi) (save as they disclose) have been prepared using the same accounting policies and estimation techniques as those adopted and applied in preparing the audited UK Financial Statements. (e) The Company does not engage in any activities or operations other than (i) those incidental to the holding of the equity interests in UK Holdings 1 and (ii) the making of intercompany loans with its Subsidiaries. The only assets of the Company are cash (or cash equivalents) and such intercompany loans, and the equity interests it holds in UK Holdings 1, and the only assets of UK Holdings 1 are cash (or cash equivalents) and such intercompany loans, and the equity interests it holds in UK Holdings 2. The Company does not have any Liabilities other than those incidental to its formation, such intercompany loans and the ownership of the equity interests in UK Holdings 1, and UK Holdings 1 does not have any Liabilities other than those incidental to its formation, such intercompany loans and the ownership of the equity interests in UK Holdings 2. All intercompany loans between or among the Company and its Subsidiaries have been made on arm’s-length terms or are otherwise properly documented, are not in default or dispute, and do not give rise to any Liability or Tax (other than Tax that has been duly paid or provided for in the Financial Statements). (f) All accounts receivable of the Company and its Subsidiaries are properly included in the Financial Statements in accordance with GAAP and (i) represent actual amounts incurred by the applicable account debtor, (ii) represent a sale made in the Ordinary Course and which arose pursuant to a Contract for a bona fide sale of goods or for services performed, and the Company and its Subsidiaries have performed all of the obligations to produce and deliver the goods or perform the services to which such accounts receivable relates, (iii) except as reserved

 34 against in the Financial Statements, are fully collectible in the Ordinary Course in accordance with their respective terms in all material respects, (iv) are not subject to counterclaim or setoff and (v) are not in dispute. 4.7. No Undisclosed Liabilities. There is no Liability of the Company or its Subsidiaries other than (a) Liabilities expressly reflected, accrued and adequately reserved against in the Financial Statements, (b) Liabilities arising since the Balance Sheet Date in the Ordinary Course that are not required to be set forth in the Company Disclosure Schedule, none of which (i) is a Liability for or arising from breach of contract, tort, violation of law, infringement or misappropriation or (ii) individually or in the aggregate will be or may reasonably be expected to be material, (c) as set forth in Section 4.7 of the Company Disclosure Schedule, (d) Liabilities that arise under an executory portion of a Contract made available to Buyer (excluding Liabilities for breach, non-performance or default), (e) Liabilities incurred in connection with the Contemplated Transactions, or (f) Liabilities that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. 4.8. Absence of Certain Changes. Except as otherwise contemplated in this Agreement, since the Balance Sheet Date through the date hereof, (i) (x) each of the Company and its Subsidiaries has conducted its business in the Ordinary Course and (y) there has not been a Company Material Adverse Effect and (ii) neither the Company nor any of its Subsidiaries has: (a) amended or otherwise modified their respective Organizational Documents, or formed a Subsidiary; (b) issued, sold, pledged, transferred or disposed of, permitted to become outstanding, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any Shares (or any Equity Securities of any Subsidiary), or split, combined, reclassified, repurchased or redeemed any Shares (or any Equity Securities of any Subsidiary) other than in accordance with Plans, if applicable; (c) adopted a plan or agreement of complete or partial liquidation, dissolution…