Contract analysis

I. RECITALS WHEREAS, Aurelius Global Media Group PLC ("AGMG" or the "Company") is a public limited company duly incorporated and existing under the laws of the State of Delaware, registered as an overseas company in England and Wales under the Companies Act 2006, with its principal executive office located at 14 Sceptre Row, London EC2V 7QN, United Kingdom; and WHEREAS, shares of the Company's common stock, par value

II. RESOLUTIONS NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors of Aurelius Global Media Group PLC hereby adopts the following resolutions: Resolution 1: Rejection of the Settlement Proposal RESOLVED, that the Board, having carefully considered the Settlement Proposal dated May 10, 2024, delivered by Corvus Peak Capital Partners LP through its counsel Blackthorn Howell & Crane LLP, the advice and recommen

III. VOTING RECORD The following directors were present and voting at the meeting of the Board of Directors held on May 12, 2024, whether in person or by teleconference, and voted on the foregoing resolutions as indicated below: Note with respect to Mr. Kessler: Mr. Kessler, in his capacity as Chair of the Special Committee, noted for the record that, while he personally favors the selection of an external candidate

V. SECRETARY'S CERTIFICATE CERTIFICATE OF THE CORPORATE SECRETARY I, Nadine Khalil, General Counsel and Corporate Secretary of Aurelius Global Media Group PLC, a public limited company incorporated under the laws of the State of Delaware (the "Company"), do hereby certify that:

1. The foregoing resolutions are a true, correct, and complete copy of the resolutions duly adopted by the Board of Directors of the Company at a meeting of the Board duly called and held on May 12, 2024.

2. Due and proper notice of the meeting was given to all directors in accordance with the Amended and Restated Bylaws of the Company.

3. A quorum of the Board of Directors was present and acting throughout the entire meeting, whether in person or by means of teleconference or other electronic communication, as permitted by Section 141(i) of the Delaware General Corporation Law and the Company's Amended and Restated Bylaws.

4. The resolutions were adopted by the unanimous vote of all nine directors present and voting, as reflected in the Voting Record set forth in Section III of the foregoing resolutions.

5. The resolutions have not been amended, modified, or rescinded and remain in full force and effect as of the date of this certificate.

6. One vacancy exists on the Board of Directors, being the seat formerly held by Marcus Vane, who resigned effective March 8, 2024, and such vacancy has not been filled as of the date hereof. IN WITNESS WHEREOF, I have executed this certificate as of May 12, 2024. AURELIUS GLOBAL MEDIA GROUP PLC By: ________ Name: Nadine Khalil Title: General Counsel & Corporate Secretary Date: May 12, 2024 PRIVILEGED AND CONFIDENTIA