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Contract analysis / selling-shareholder-questionnaire-poa.docx
selling-shareholder-questionnaire-poa.docx
1017-00001 · 27 clauses
High · 3 Medium · 1 Standard · 4
Section 1.1 — Legal Name and Entity Information
Section 1.1 — Legal Name and Entity Information Please provide the following information with respect to the Selling Shareholder: (a) Full Legal Name of Selling Shareholder: Crestwood Venture Partners III, L.P. (b) Entity Type: Limited partnership (c) Jurisdiction of Formation/Organization: State of Delaware (d) Employer Identification Number (EIN) / Taxpayer Identification Number: 84-3291056 (e) Date of Formation: A
Section 1.2 — General Partner Information
Section 1.2 — General Partner Information If the Selling Shareholder is a limited partnership, please provide the following information with respect to the general partner: (a) Name of General Partner: Crestwood Capital Management LLC (b) Entity Type: Limited liability company (c) Jurisdiction of Formation: State of Delaware (d) Principal Business Address: 200 Clarendon Street, Suite 3100 Boston, MA 02116, USA (e) Ma
Section 1.3 — Contact Information
Section 1.3 — Contact Information Please provide the name, title, address, telephone number, and email address for each contact person authorized to receive communications on behalf of the Selling Shareholder in connection with this Offering: Primary Contact: Derek Calloway, Managing Partner Crestwood Capital Management LLC 200 Clarendon Street, Suite 3100 Boston, MA 02116, USA Telephone: (617) 555-8800 Email: dcallo
Section 2.1 — Shares Beneficially Owned Prior to the Offering
Section 2.1 — Shares Beneficially Owned Prior to the Offering (a) Please state the number of ordinary shares of Aurelius Global Media Group PLC beneficially owned (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) by the Selling Shareholder as of the date of this Questionnaire: 4,250,000 ordinary shares (b) Please state the percentage of the outstanding ordinary shar
Section 2.2 — Shares Being Offered in This Offering
Section 2.2 — Shares Being Offered in This Offering (a) Please state the number of ordinary shares being offered by the Selling Shareholder pursuant to the Prospectus Supplement in connection with this Offering: 1,500,000 ordinary shares (b) Please confirm that the shares identified in Section 2.2(a) above are being sold by the Selling Shareholder and not by the Company: Confirmed. The Offered Shares are being sold b
Section 2.3 — Shares Beneficially Owned After the Offering
Section 2.3 — Shares Beneficially Owned After the Offering (a) Please state the number of ordinary shares to be beneficially owned by the Selling Shareholder after the completion of this Offering, assuming all Offered Shares are sold: 2,750,000 ordinary shares (calculated as 4,250,000 ordinary shares beneficially owned prior to the Offering minus 1,500,000 ordinary shares being offered in this Offering) (b) Please st
Section 2.4 — Other Securities of the Company Standard
⚑ Commercial term
Section 2.4 — Other Securities of the Company (a) Does the Selling Shareholder beneficially own any other class of securities of the Company, including without limitation options, warrants, convertible notes, convertible preferred shares, or other derivative instruments exercisable for or convertible into ordinary shares of the Company? No. (b) If the answer to Section 2.4(a) is "yes," please describe the nature and
Section 2.5 — Acquisition of Shares
Section 2.5 — Acquisition of Shares Please describe the manner in which the ordinary shares being offered in this Offering were originally acquired by the Selling Shareholder, including the date of acquisition, the consideration paid, and any applicable conversion or exchange terms: (a) Original Investment. Crestwood Venture Partners III, L.P. participated in the Company's Series C preferred financing round in Septem
Section 3.1 — Material Relationships
Section 3.1 — Material Relationships (a) Has the Selling Shareholder or any of its affiliates (including the general partner, managing partner, officers, directors, or employees thereof) had any position, office, or other material relationship with the Company or any of its predecessors or affiliates within the past three years, other than as a result of the ownership of the Company's securities? No, except as disclo
Section 3.2 — Agreements with the Company High
⚑ Indemnity / guarantee obligation
Section 3.2 — Agreements with the Company Please list and describe all agreements, arrangements, or understandings (whether written or oral) between the Selling Shareholder and the Company or any affiliate of the Company with respect to the Company's securities. This includes, without limitation, registration rights agreements, shareholders' agreements, voting agreements, lock-up agreements, and any agreements relati
Section 3.3 — Board Representation
Section 3.3 — Board Representation (a) Does the Selling Shareholder or any of its affiliates, officers, or employees serve as a director, officer, or employee of the Company? No. (b) Has the Selling Shareholder or any of its affiliates nominated or designated any person to serve as a director of the Company at any time within the past three years? No. While the Selling Shareholder historically had a board observation
Section 4.1 — FINRA Member Affiliation
Section 4.1 — FINRA Member Affiliation (a) Is the Selling Shareholder a member of, or affiliated with any member of, the Financial Industry Regulatory Authority ("FINRA")? No. (b) Does any FINRA member or any associated person of a FINRA member have a direct or indirect interest in the Selling Shareholder, or in any of the ordinary shares being offered in this Offering? No. (c) Is the Selling Shareholder, or any of i
Section 4.2 — Underwriting Compensation Standard
⚑ Commercial term
Section 4.2 — Underwriting Compensation (a) Has the Selling Shareholder received any underwriting compensation from the Company or the Underwriter in connection with this Offering, other than the underwriting discount borne by the Selling Shareholder as set forth in the Block Trade Agreement? No. (b) Please note the following for purposes of FINRA Rule 5110 compliance: The underwriting discount payable by the Selling
Section 4.3 — Finder's Fees Standard
⚑ Commercial term
Section 4.3 — Finder's Fees Has the Selling Shareholder paid or agreed to pay any finder's fee, referral fee, or commission to any person in connection with this Offering, other than the underwriting discount described in Section 4.2? No. PART V — ADDITIONAL REPRESENTATIONS AND WARRANTIES The Selling Shareholder hereby makes the following representations and warranties to the Company, Calderwood & Harkness LLP (as co
Section 5.1 — Accuracy of Information
Section 5.1 — Accuracy of Information The Selling Shareholder represents and warrants that all information provided by the Selling Shareholder in this Questionnaire is true, correct, and complete in all material respects as of the date hereof and will be true, correct, and complete in all material respects as of the date of the Prospectus Supplement and as of the closing date of the Offering (expected to occur on or
Section 5.2 — Authorization
Section 5.2 — Authorization The Selling Shareholder represents and warrants that Crestwood Capital Management LLC, as general partner of Crestwood Venture Partners III, L.P., has the full legal right, power, and authority to complete and deliver this Questionnaire on behalf of Crestwood Venture Partners III, L.P., to authorize the sale of the 1,500,000 ordinary shares in the Offering, and to grant the Limited Power o
Section 5.3 — No Distribution
Section 5.3 — No Distribution The Selling Shareholder confirms that it is not, and upon consummation of the transactions contemplated by the Block Trade Agreement will not be, an "underwriter" within the meaning of Section 2(a)(11) of the Securities Act, except to the extent that the Selling Shareholder may be deemed a statutory underwriter as described in the Prospectus Supplement. The Selling Shareholder is selling
Section 5.4 — Title to Shares
Section 5.4 — Title to Shares The Selling Shareholder represents and warrants that it has good and valid title to, or a valid "security entitlement" within the meaning of Section 8-102(a)(17) of the Uniform Commercial Code as in effect in the State of New York (the "UCC") with respect to, the 1,500,000 ordinary shares to be sold in the Offering, free and clear of all liens, encumbrances, security interests, equities,
Section 5.5 — Obligation to Update
Section 5.5 — Obligation to Update The Selling Shareholder acknowledges and agrees that it has a continuing obligation to supplement or amend this Questionnaire if any information provided herein becomes inaccurate, incomplete, or misleading in any material respect prior to the closing date of the Offering. In the event of any such change, the Selling Shareholder shall promptly (and in any event within one (1) busine
Section 6.1 — Appointment of Attorney-in-Fact
Section 6.1 — Appointment of Attorney-in-Fact Crestwood Venture Partners III, L.P., a Delaware limited partnership (by and through Crestwood Capital Management LLC, a Delaware limited liability company, its general partner), hereby irrevocably constitutes and appoints Jonathan Pryce-Harlow, General Counsel & Company Secretary of Aurelius Global Media Group PLC, with full power of substitution and resubstitution, as i
Section 6.2 — Scope of Authority
Section 6.2 — Scope of Authority The Attorney-in-Fact is authorized and empowered, on behalf of the Selling Shareholder, to take each of the following actions: (a) Execute and file with the SEC the Prospectus Supplement to be filed pursuant to Rule 424(b)(7) under the Securities Act in connection with this Offering, and any amendments or supplements thereto, including any post-effective amendments to the Registration
Section 6.3 — Limitations Standard
⚑ Commercial term
Section 6.3 — Limitations Notwithstanding anything to the contrary in Section 6.2, the authority granted to the Attorney-in-Fact pursuant to this Limited Power of Attorney is subject to the following limitations: (a) This power of attorney is limited solely to the actions described in Section 6.2 above and does not extend to any other matter whatsoever. The Attorney-in-Fact shall have no authority to act on behalf of
Section 6.4 — Duration and Irrevocability Medium
⚑ Forum / governing law
Section 6.4 — Duration and Irrevocability This Limited Power of Attorney shall become effective as of the date of execution of this Questionnaire and shall remain in full force and effect until the earliest to occur of the following: (a) the closing of the Offering (expected to occur on or about March 16, 2026); (b) the termination of the Block Trade Agreement in accordance with its terms (whether by mutual agreement
Section 6.5 — Ratification
Section 6.5 — Ratification The Selling Shareholder hereby ratifies and confirms, and agrees to ratify and confirm, all acts that the Attorney-in-Fact may lawfully do or cause to be done pursuant to this Limited Power of Attorney. The Selling Shareholder agrees that neither the Attorney-in-Fact nor any person acting at the direction of the Attorney-in-Fact shall have any liability to the Selling Shareholder for any ac
Section 7.1 — Certification High
⚑ Indemnity / guarantee obligation
Section 7.1 — Certification The undersigned, on behalf of Crestwood Venture Partners III, L.P., hereby certifies as follows: (a) The information provided in this Questionnaire is true, complete, and correct in all material respects as of the date set forth below. (b) The undersigned has reviewed this Questionnaire carefully and understands that the Company, Calderwood & Harkness LLP (as counsel to the Company), Merid
Section 7.2 — Signature block
Section 7.2 — Signature block CRESTWOOD VENTURE PARTNERS III, L.P. By: Crestwood Capital Management LLC, its general partner By: ________ Name: Priya Nandakumar Title: Chief Financial Officer Date: ________
Section 7.3 — Acknowledgment by Selling Shareholder's Counsel High
⚑ Indemnity / guarantee obligation
Section 7.3 — Acknowledgment by Selling Shareholder's Counsel The undersigned, as counsel to the Selling Shareholder, hereby acknowledges that it has reviewed the responses set forth in this Questionnaire with the Selling Shareholder and, to the best of its knowledge, the responses are accurate and complete. This acknowledgment is provided as a courtesy and does not constitute a legal opinion or certification by the