Contract analysis

ARTICLE I — DEFINITIONS As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not defined in this Article I shall have the meanings ascribed to them elsewhere in this Agreement. "Aggregate Deal Value" means an amount equal to the product of (i) 1,500,000 Shares and (ii) the Public Offering Price of $32.00 per Share, which equals $48,000,000 in the aggregate

ARTICLE II — SALE AND PURCHASE OF SHARES

Section 2.1 — Agreement to Sell and Purchase Subject to the terms and conditions set forth in this Agreement, the Selling Shareholder hereby agrees to sell, and the Underwriter hereby agrees to purchase from the Selling Shareholder, 1,500,000 Ordinary Shares of the Issuer at a purchase price of $31.52 per Share (the "Net Price to Selling Shareholder"), which is equal to the Public Offering Price of $32.00 per Share l

Section 2.2 — No Overallotment Option The Selling Shareholder does not grant, and the Underwriter does not receive, any overallotment option, greenshoe option, or any other option to purchase additional shares from the Selling Shareholder or any other person in connection with this offering.

Section 2.3 — No Issuer Proceeds The Issuer is not selling any Ordinary Shares or other securities in connection with this offering. The Issuer will not receive any portion of the proceeds from the sale of the Shares by the Selling Shareholder. All proceeds from the sale of the Shares, net of the Underwriting discount and the Selling Shareholder's own expenses, shall be paid to the Selling Shareholder.

Section 2.4 — Closing and Settlement (a) The closing of the purchase and sale of the Shares (the "Closing") shall take place on March 16, 2026 (the "Closing Date"), which is T+2 from the Pricing Date, at the offices of Calderwood & Harkness LLP, One Liberty Plaza, 50th Floor, New York, NY 10006, or remotely via the exchange of documents and electronic confirmation of DTC settlement, as may be agreed by the Parties. (

Section 2.5 — Underwriting discount and Expenses (a) Underwriting discount. The Underwriting discount shall be $0.48 per Share, representing 1.5% of the Public Offering Price of $32.00 per Share. The aggregate Underwriting discount for the 1,500,000 Shares shall be $720,000. The Underwriting discount shall be borne solely by the Selling Shareholder and shall be deducted from the gross proceeds otherwise payable to th

ARTICLE III — REPRESENTATIONS AND WARRANTIES OF THE ISSUER The Issuer hereby represents and warrants to the Underwriter and the Selling Shareholder, as of the date hereof and as of the Closing Date (unless a representation or warranty speaks as of a specific date, in which case such representation or warranty shall be true and correct as of such date), as follows:

Section 3.1 — Organization and Good Standing The Issuer is a public limited company duly incorporated, validly existing, and in good standing under the laws of England and Wales, with Companies House No. 10458329. The Issuer has all requisite corporate power and authority to own, lease, and operate its properties and assets, to conduct its business as presently conducted and as described in the Registration Statement

Section 3.2 — Capitalization As of December 31, 2025, the authorized share capital of the Issuer consisted of ordinary shares and such other classes of shares as set forth in the Issuer's articles of association, and the Issuer had 94,600,000 Ordinary Shares issued and outstanding, par value £0.10 per share. All outstanding Ordinary Shares have been validly issued, are fully paid, and are non-assessable (as such term

Section 3.3 — Authorization The execution, delivery, and performance by the Issuer of this Agreement, and the consummation of the transactions contemplated hereby (including the filing of the Prospectus Supplement, the delivery of officer certificates and legal opinions, and the facilitation of the transfer of the Shares), have been duly authorized by all necessary corporate action on the part of the Issuer. No furth

Section 3.4 — Registration Statement and Prospectus The Registration Statement on Form F-3 (File No. 333-278415) was filed with the SEC on August 29, 2025 and was declared effective by the SEC on September 22, 2025. The total shelf capacity registered pursuant to the Registration Statement at the time of filing was $1,500,000,000. Prior to the offering contemplated hereby, takedowns aggregating $750,000,000 were comp

Section 3.5 — No Stop Orders No stop order suspending the effectiveness of the Registration Statement has been issued by the SEC, and no proceedings for that purpose have been instituted or, to the knowledge of the Issuer, are threatened by the SEC. The Issuer has not received any notification from the SEC with respect to any comments on, or requests for additional information regarding, the Registration Statement th

Section 3.6 — SEC Filings and Financial Statements The Issuer has timely filed all reports, schedules, forms, statements, and other documents required to be filed by it with the SEC since the Effective Date, including the annual report on Form 20-F for the fiscal year ended December 31, 2025, which was filed with the SEC on February 28, 2026. The Issuer's Central Index Key (CIK) number is 0001923487, and its Employer

Section 3.7 — Independent Auditor Pemberton & Associates LLP (engagement partner: David Kingsley, CPA) is, and during the periods covered by its audit reports included or incorporated by reference in the Registration Statement and the Prospectus Supplement was, an independent registered public accounting firm with respect to the Issuer within the meaning of the Securities Act and the applicable rules and regulations

Section 3.8 — No Material Adverse Change Since December 31, 2025 (the date of the most recent financial statements included in the Form 20-F), there has been no Material Adverse Effect on the Issuer, and no event or development has occurred that, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect, except as otherwise disclosed in the Registration Statement, the Prosp

Section 3.9 — No Undisclosed Liabilities or Litigation There are no material liabilities or obligations (whether absolute, accrued, contingent, or otherwise) of the Issuer or any of its subsidiaries of a type required to be disclosed in the financial statements in accordance with IFRS that are not disclosed in the Registration Statement, the Prospectus Supplement, or the documents incorporated by reference therein. N

Section 3.10 — Foreign Private Issuer Status The Issuer qualifies as a "foreign private issuer" as defined in Rule 405 under the Securities Act and Rule 3b-4 under the Exchange Act. The Issuer is eligible to use Form F-3 for the registration of the Shares, and the Issuer meets all requirements for the use of Form F-3 set forth in General Instruction I.A and I.B of such form.

Section 3.11 — Compliance with Laws The Issuer and each of its subsidiaries are, and since January 1, 2023 have been, in compliance in all material respects with all applicable laws, statutes, rules, regulations, orders, judgments, decrees, and directives of any governmental authority having jurisdiction over them or their respective properties, assets, or operations, including, without limitation, applicable securit

Section 3.12 — No MNPI As of the date of this Agreement, there exists no material non-public information concerning the Issuer or its subsidiaries that is not reflected in the Registration Statement, the Prospectus Supplement, and the documents incorporated by reference therein. Without limiting the foregoing, the Issuer's financial results for the fourth quarter and full fiscal year ended December 31, 2025 were publ

Section 3.13 — D&O Insurance The Issuer maintains directors' and officers' liability insurance with Northgate Indemnity Corp. (Policy No. NGI-DO-2025-08841), with aggregate coverage limits and terms that are adequate and customary for companies of similar size and in similar industries. Such insurance policies are in full force and effect, all premiums due thereon have been paid, and no claims are pending thereunder

Section 3.14 — Transfer Agent Continental Hollowell Asset Advisors has been duly appointed as the transfer agent and registrar for the Ordinary Shares and is duly registered as a transfer agent with the SEC. The Transfer Agent's principal office is located at 17 Ashbury Asset Advisors, New York, NY 10004 (Attention: Lisa Harmon, Vice President, Corporate Actions).

Section 3.15 — Listing The Ordinary Shares are listed and admitted for trading on the Nasdaq Global Select Market under the ticker symbol "AGMG." The Issuer is in compliance with all applicable listing standards and requirements of the Nasdaq Global Select Market. No delisting proceedings have been initiated or are pending or, to the knowledge of the Issuer, threatened with respect to the Ordinary Shares. The Issuer

Section 3.16 — No Stabilization or Manipulation Neither the Issuer nor any of its affiliates has taken, and the Issuer will not take, directly or indirectly, any action designed, or that would reasonably be expected, to cause or result in the stabilization or manipulation of the price of the Ordinary Shares, or any other security of the Issuer, in violation of the Securities Act, the Exchange Act, or any other applic

Section 3.17 — Cooperation Obligations The Issuer acknowledges and confirms its obligations to cooperate with the Selling Shareholder in connection with the offering of the Shares pursuant to Section 2.2 of the RRA, including, without limitation, (i) the preparation and filing of the Prospectus Supplement, (ii) the delivery of customary closing certificates signed by the Issuer's Chief Executive Officer and Chief Fin

ARTICLE IV — REPRESENTATIONS AND WARRANTIES OF THE SELLING SHAREHOLDER The Selling Shareholder hereby represents and warrants to the Underwriter and the Issuer, as of the date hereof and as of the Closing Date (unless a representation or warranty speaks as of a specific date, in which case such representation or warranty shall be true and correct as of such date), as follows:

Section 4.1 — Organization and Authority Crestwood Venture Partners III, L.P. is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware. Crestwood Capital Management LLC, a Delaware limited liability company, is the sole general partner of the Selling Shareholder and has the full right, power, and authority, on behalf of and in the name of the Selling Shar

Section 4.2 — Title to Shares The Selling Shareholder is the record and beneficial owner of 4,250,000 Ordinary Shares of the Issuer, representing approximately 4.49% of the 94,600,000 Ordinary Shares outstanding as of December 31, 2025. Such Ordinary Shares are owned by the Selling Shareholder free and clear of all liens, pledges, security interests, charges, claims, encumbrances, equities, or restrictions of any kin

Section 4.3 — Power and Authority to Sell The Selling Shareholder has the legal right, power, and authority to sell, assign, transfer, and deliver the 1,500,000 Shares to the Underwriter pursuant to this Agreement. Upon the delivery of the Shares through DTC and the payment of the aggregate purchase price by the Underwriter, the Underwriter will acquire good and valid title to the Shares, free and clear of all liens,

Section 4.4 — Authorization of Agreement The execution, delivery, and performance of this Agreement by the Selling Shareholder have been duly authorized by all necessary partnership action on the part of the Selling Shareholder, including all required approvals of Crestwood Capital Management LLC, as general partner. This Agreement has been duly executed and delivered by the Selling Shareholder and constitutes the le

Section 4.5 — No Conflicts The execution, delivery, and performance of this Agreement by the Selling Shareholder, and the consummation of the transactions contemplated hereby (including the sale and delivery of the Shares), do not and will not (i) violate, conflict with, or result in a breach of or default under any provision of the Selling Shareholder's certificate of limited partnership, amended and restated agreem

Section 4.6 — Selling Shareholder Information All information furnished by the Selling Shareholder in writing to the Issuer or the Underwriter specifically for inclusion in the Prospectus Supplement, including, without limitation, the information set forth in the Selling Shareholder Questionnaire delivered by the Selling Shareholder (including the information regarding the Selling Shareholder's identity, beneficial o

Section 4.7 — Registration Rights The Selling Shareholder confirms that the offering contemplated by this Agreement constitutes demand registration number two (2) of three (3) demand registrations permitted to the Selling Shareholder under Section 2.2 of the RRA dated June 14, 2021. The Selling Shareholder has complied with all conditions and requirements under the RRA applicable to the exercise of demand registratio

Section 4.8 — No Stabilization or Manipulation Neither the Selling Shareholder nor any of its affiliates has taken, and the Selling Shareholder will not take, directly or indirectly, any action designed, or that would reasonably be expected, to cause or result in the stabilization or manipulation of the price of the Ordinary Shares in violation of the Securities Act, the Exchange Act, or any other applicable law.

Section 4.9 — FINRA Matters To the knowledge of the Selling Shareholder, no person affiliated with a member firm of the Financial Industry Regulatory Authority ("FINRA") holds any direct or indirect interest in the Selling Shareholder. The Selling Shareholder is not itself a member of or affiliated with FINRA or any FINRA member firm.

ARTICLE V — REPRESENTATIONS AND WARRANTIES OF THE UNDERWRITER The Underwriter hereby represents and warrants to the Issuer and the Selling Shareholder, as of the date hereof and as of the Closing Date, as follows:

Section 5.1 — Organization Meridian Zanthor & Co. is duly organized, validly existing, and in good standing under the laws of the State of New York. The Underwriter is a registered broker-dealer under the Exchange Act and is a member in good standing of FINRA. The Underwriter has all requisite corporate power and authority to execute, deliver, and perform this Agreement and to consummate the transactions contemplated

Section 5.2 — Authorization The execution, delivery, and performance by the Underwriter of this Agreement have been duly authorized by all necessary corporate action on the part of the Underwriter. This Agreement has been duly executed and delivered by the Underwriter and constitutes the legal, valid, and binding obligation of the Underwriter, enforceable against the Underwriter in accordance with its terms, subject

Section 5.3 — Compliance with Regulation M The Underwriter will comply in all respects with Regulation M under the Exchange Act in connection with the distribution of the Shares. The Underwriter has not engaged in, and will not engage in, any activity that would constitute a violation of Regulation M in connection with the offering. The Underwriter acknowledges that no stabilization or overallotment activities are pe

Section 5.4 — Wall-Crossing The Underwriter represents and warrants that all wall-crossing activities conducted during the period from March 10, 2026 through March 11, 2026 (the "Wall-Cross Period") in connection with the offering contemplated hereby were conducted in compliance with all applicable securities laws and regulations, including, without limitation, Regulation FD promulgated under the Exchange Act. During

Section 6.1 — Prospectus Supplement Filing The Issuer covenants and agrees that it shall prepare and file the Prospectus Supplement with the SEC pursuant to Rule 424(b)(7) under the Securities Act no later than March 13, 2026. The Prospectus Supplement shall be in a form reasonably satisfactory to the Underwriter and the Selling Shareholder, and shall contain all information required by the Securities Act and the rul

Section 6.2 — No Amendments without Consent The Issuer shall not file any amendment or supplement to the Registration Statement or the Prospectus Supplement without the prior written consent of the Underwriter and the Selling Shareholder, such consent not to be unreasonably withheld, conditioned, or delayed; provided, however, that the foregoing shall not apply to the filing of the Issuer's periodic reports under the

Section 6.3 — Notification of Stop Orders The Issuer shall promptly notify the Underwriter and the Selling Shareholder (by telephone, promptly confirmed in writing) of (i) the issuance or threatened issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement, (ii) any proceedings initiated or threatened for that purpose, (iii) the receipt of any comments from the SEC relating to t

Section 6.4 — Delivery of Comfort Letters The Issuer shall cause Pemberton & Associates LLP (Engagement Partner: David Kingsley, CPA) to deliver the following comfort letters in accordance with Statement on Auditing Standards No. 72, as amended ("SAS 72"), and in form and substance satisfactory to the Underwriter: (a) An initial comfort letter dated as of the Pricing Date (March 12, 2026), addressed to Meridian Zanth

Section 6.5 — Transfer Agent Instructions The Issuer shall, on or prior to the Closing Date, deliver irrevocable instructions to Continental Hollowell Asset Advisors (17 Ashbury Asset Advisors, New York, NY 10004; Attention: Lisa Harmon, Vice President, Corporate Actions), in form and substance reasonably satisfactory to the Underwriter, to effect the transfer of the 1,500,000 Shares from the Selling Shareholder's DT

Section 6.6 — Lock-Up of Selling Shareholder (a) The Selling Shareholder covenants and agrees that, during the period commencing on the Closing Date (March 16, 2026) and ending on the date that is 60 calendar days after the Closing Date (May 15, 2026) (the "Lock-Up Period"), the Selling Shareholder shall not, without the prior written consent of the Underwriter (which consent may be granted or withheld in the Underwr

Section 6.7 — Blue Sky Compliance The Parties acknowledge that no blue sky or state securities filings are required in connection with the offering, as the Shares are listed on the Nasdaq Global Select Market and constitute "covered securities" within the meaning of Section 18 of the Securities Act.

Section 6.8 — Listing The Issuer shall use its reasonable best efforts to maintain the listing of the Ordinary Shares (including the Shares) on the Nasdaq Global Select Market and to comply with all applicable listing standards and requirements of Nasdaq. The Issuer shall promptly notify the Underwriter and the Selling Shareholder of any notice received from Nasdaq regarding the potential delisting of the Ordinary Sh

Section 6.9 — Use of Proceeds This Section is not applicable. This offering is a secondary offering in which the Selling Shareholder is selling Shares for its own account, and the Issuer will receive no proceeds from the sale of the Shares. The Net Proceeds of $47,280,000 will be paid solely to the Selling Shareholder.

Section 6.10 — Post-Closing Cooperation The Issuer and the Selling Shareholder shall, following the Closing, cooperate with the Underwriter in connection with any post-closing filings, documentation, or regulatory requirements arising from the offering, including, without limitation, any Form 144 filings (to the extent applicable to the Selling Shareholder), any amendment to the Selling Shareholder's Schedule 13D or

ARTICLE VII — CONDITIONS TO CLOSING

Section 7.1 — Conditions to the Underwriter's Obligations The obligations of the Underwriter to purchase the Shares at the Closing are subject to the satisfaction (or waiver by the Underwriter in its sole discretion) of each of the following conditions on or prior to the Closing Date: (a) No Stop Order. No stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC, and no

Section 7.2 — Conditions to the Selling Shareholder's Obligations The obligations of the Selling Shareholder to sell and deliver the Shares at the Closing are subject to the satisfaction (or waiver by the Selling Shareholder) of each of the following conditions: (a) Payment. The Underwriter shall have deposited the aggregate purchase price of $47,280,000 in immediately available funds by wire transfer into the accoun

Section 7.3 — Conditions to the Issuer's Obligations The obligation of the Issuer to cooperate with the Selling Shareholder and the Underwriter and to deliver the documents and certificates contemplated hereby at the Closing is subject to the satisfaction (or waiver by the Issuer) of each of the following conditions: (a) Performance by Other Parties. Each of the Selling Shareholder and the Underwriter shall have perf

ARTICLE VIII — INDEMNIFICATION AND CONTRIBUTION

Section 8.1 — Indemnification by the Issuer The Issuer agrees to indemnify, defend, and hold harmless the Underwriter, each of its affiliates (as defined in Rule 405 under the Securities Act), each of its directors, officers, employees, and agents, and each person, if any, who controls the Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the "Underwri

Section 8.2 — Indemnification by the Selling Shareholder The Selling Shareholder agrees to indemnify, defend, and hold harmless the Underwriter Indemnified Parties, the Issuer, each of the Issuer's directors, officers, employees, and agents, and each person, if any, who controls the Issuer or the Underwriter within the mea