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 assigned to them elsewhere in this Agreement. "Acceptance Date" means the date on which the Offeror first accepts validly tendered and not withdrawn Shares for payment pursuant to the Offer. "Acceptance Notice" means written no

ARTICLE II — APPOINTMENT AND ACCEPTANCE

Section 2.1 — Appointment. The Offeror hereby appoints Continental Fiduciary Services, Inc. as the depositary and paying agent for the Offer, and the Depositary hereby accepts such appointment and agrees to perform the duties and obligations set forth in this Agreement. The Depositary shall act as the exclusive depositary and paying agent for the Offer, subject to the terms and conditions of this Agreement and the Of

Section 2.2 — Capacity. The Depositary acts solely as agent of the Offeror in connection with the Offer and not as agent of the Company, the Parent, or any tendering shareholder, and shall have no obligations or duties to any person other than the Offeror except as expressly set forth in this Agreement. Nothing in this Agreement shall be construed to impose upon the Depositary any fiduciary or other implied duties to

Section 2.3 — Reliance on Offer Documents. The Depositary is entitled to rely, and shall be fully protected in relying, upon the Offer to Purchase, the Letter of Transmittal, the Schedule TO, and any amendments, supplements, or modifications thereto that are delivered to the Depositary by the Offeror or by Calderwood & Harkness LLP (787 Seventh Avenue, 42nd Floor, New York, NY 10019), counsel to the Offeror and the P

ARTICLE III — RECEIPT AND CUSTODY OF TENDERED SHARES

Section 3.1 — Receipt of Tenders. The Depositary shall receive and hold all Letters of Transmittal and share certificates, together with all accompanying documentation, representing Shares tendered pursuant to the Offer. The Depositary shall also receive and hold book-entry confirmations transmitted through DTC's Automated Tender Offer Program ("ATOP") representing Shares tendered by book-entry transfer. All tenders

Section 3.2 — Verification of Tenders. The Depositary shall examine each Letter of Transmittal and all accompanying documentation to verify that such materials are complete, properly executed, and in compliance with the instructions set forth in the Letter of Transmittal and the Offer to Purchase. Without limiting the generality of the foregoing, the Depositary shall check for the following: (a) the presence of all r

Section 3.3 — Guaranteed Delivery Procedures. The Depositary shall accept Notices of Guaranteed Delivery in accordance with the guaranteed delivery procedures set forth in the Offer to Purchase and the Letter of Transmittal. Shares tendered by guaranteed delivery shall be deemed validly tendered for purposes of the Offer only if the Depositary receives, within three (3) Nasdaq trading days after the date of execution

Section 3.4 — Custody and Safekeeping. The Depositary shall hold all tendered Shares, whether in certificated or book-entry form, in a segregated account or accounts established and maintained solely for the purpose of the Offer, separate and apart from the Depositary's own proprietary assets and from the assets of any other client of the Depositary. The Depositary shall not commingle tendered Shares or funds receive

ARTICLE IV — TABULATION OF TENDERS

Section 4.1 — Daily Tabulation Reports. Commencing on the first Business Day following the commencement of the Offer, and continuing on each Business Day thereafter through and including the first Business Day following the Expiration Date (as the same may be extended), the Depositary shall prepare and deliver to the Offeror and to Calderwood & Harkness LLP (Attention: James Prentice) a daily tabulation report substa

Section 4.2 — Final Tabulation. On the Expiration Date (or as promptly as practicable thereafter, but in no event later than the close of business on the first Business Day following the Expiration Date), the Depositary shall prepare and deliver to the Offeror and to Calderwood & Harkness LLP a final tabulation (the "Final Tabulation") of all Shares validly tendered and not properly withdrawn as of the Expiration Dat

Section 4.3 — Cooperation with Information Agent. The Depositary shall coordinate and cooperate with Ridgeway Proxy Advisors LLC, the Information Agent for the Offer (Attention: Martin Cheswick, Senior Managing Director), in connection with all matters relating to shareholder inquiries, tabulation reconciliation, and the distribution and dissemination of Offer Documents. Without limiting the foregoing, the Depositary

ARTICLE V — PRORATION CALCULATIONS

Section 5.1 — Proration Procedures. If the aggregate number of Shares validly tendered and not properly withdrawn prior to the Expiration Date exceeds the Maximum Number of 6,980,050 Shares, the Depositary shall calculate a proration factor (the "Proration Factor") by dividing 6,980,050 by the total number of Shares validly tendered and not properly withdrawn (after giving effect to all withdrawals received prior to

Section 5.2 — Notice of Proration. If proration is required pursuant to Section 5.1, the Depositary shall notify each tendering holder whose Shares are subject to proration of (a) the Proration Factor, (b) the number of such holder's Shares accepted for payment, and (c) the number of such holder's Shares not accepted for payment and being returned. Such notice shall be delivered by the Depositary within two (2) Busin

Section 5.3 — Odd Lot Priority. In accordance with Rule 14d-8 under the Exchange Act, holders of fewer than 100 Shares who validly tender all of their Shares and who complete the applicable section of the Letter of Transmittal certifying their odd lot status shall not be subject to proration. All Shares tendered by such odd lot holders who comply with the foregoing requirements shall be accepted for payment in full b

ARTICLE VI — PAYMENT MECHANICS

Section 6.1 — Funding by Offeror. Upon the satisfaction or waiver by the Offeror of all conditions to the Offer (including, without limitation, the Minimum Tender Condition that at least 5,000,000 Shares be validly tendered and not properly withdrawn prior to the Expiration Date), and upon or contemporaneously with the delivery by the Offeror of an Acceptance Notice to the Depositary, the Offeror shall deposit with t

Section 6.2 — Payment to Tendering Holders. Upon receipt of the full amount of the aggregate Offer Price from the Offeror and the Acceptance Notice, the Depositary shall promptly pay each tendering holder whose Shares have been accepted for payment pursuant to the Offer the Offer Price of $4.01 per Share, net to the seller in cash, without interest thereon. Payment to each tendering holder shall be made by one of the

Section 6.3 — Timing of Payment. The Depositary shall effect payment to tendering holders promptly, and in any event within three (3) Business Days, following receipt of the Offeror's funds and the Acceptance Notice. The Offeror shall accept validly tendered and not properly withdrawn Shares for payment promptly after the satisfaction or waiver of all conditions to the Offer, in accordance with the requirements of Ru

Section 6.4 — Lost or Destroyed Certificates. If a certificate representing tendered Shares has been lost, stolen, mutilated, or destroyed, the tendering holder shall deliver to the Depositary an affidavit of loss in form and substance satisfactory to the Depositary and the Offeror, certifying the loss, theft, mutilation, or destruction of such certificate. In addition, if requested by the Offeror, the tendering hold

ARTICLE VII — RETURN OF SHARES

Section 7.1 — Return Upon Non-Satisfaction of Conditions. If the Offer expires or is terminated without the Offeror accepting any tendered Shares for payment, including without limitation due to the failure of the Minimum Tender Condition or any other condition to the Offer, the Depositary shall promptly (and in any event within five (5) Business Days following the expiration or termination of the Offer) return all t

Section 7.2 — Return Upon Withdrawal. If a tendering holder validly withdraws Shares prior to the Expiration Date (or at any other time when withdrawal rights are available under applicable law and the terms of the Offer), in accordance with the withdrawal rights set forth in the Offer to Purchase and Article VIII of this Agreement, the Depositary shall return such withdrawn Shares promptly to the withdrawing holder

Section 7.3 — Return Upon Proration. If proration is required pursuant to Article V and the Depositary has returned fewer Shares than were originally tendered by any holder, the Depositary shall return the Shares not accepted for payment due to proration promptly following payment for the accepted Shares, and in any event within five (5) Business Days following the Acceptance Date, by the same methods described in Se

Section 7.4 — No Liability for Return. The Depositary shall not be liable for any loss, damage, delay, or failure in returning Shares to tendering holders if such loss, damage, delay, or failure results from circumstances beyond the Depositary's reasonable control, including, without limitation, delays in the United States Postal Service or other courier or delivery services, failures or disruptions in DTC's book-ent

ARTICLE VIII — WITHDRAWAL RIGHTS

Section 8.1 — Processing of Withdrawals. The Depositary shall process all withdrawal notices received from tendering holders in accordance with Rule 14d-7 under the Exchange Act and the procedures set forth in the Offer to Purchase. In order to be effective, a withdrawal notice must be a written communication (which may include a facsimile or electronic transmission) received by the Depositary at its office at 1 Ashb

Section 8.2 — Timing. In accordance with Rule 14d-7 under the Exchange Act and the terms of the Offer, tendering holders may exercise withdrawal rights at any time prior to the Expiration Date (as the same may be extended from time to time). In addition, if the Offeror has not accepted tendered Shares for payment by the date that is sixty (60) days after the date of commencement of the Offer (i.e., November 7, 2021,

ARTICLE IX — EXTENSIONS AND AMENDMENTS

Section 9.1 — Extensions. The Offeror may extend the Expiration Date from time to time in its sole discretion, subject to applicable SEC rules and regulations, by providing written notice of such extension to the Depositary and by filing an appropriate amendment to the Schedule TO with the SEC. The Depositary acknowledges that the Offeror extended the initial Expiration Date of October 8, 2021 to November 5, 2021, an

Section 9.2 — Amendments to Offer. The Offeror may amend the terms of the Offer from time to time by filing amendments to the Schedule TO with the SEC, issuing press releases, and providing written notice to the Depositary. The parties acknowledge the following amendments to the Schedule TO filed with the SEC in connection with the Offer: (a) Amendment No. 1, filed October 6, 2021, in response to a comment letter rec

ARTICLE X — REPRESENTATIONS AND WARRANTIES

Section 10.1 — Representations of the Offeror. The Offeror hereby represents and warrants to the Depositary as follows, as of the date hereof: (a) Organization and Good Standing. AMH LLC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware (Delaware Secretary of State file number 7894512). (b) Power and Authority. AMH LLC has full limited liabil

Section 10.2 — Representations of the Depositary. The Depositary hereby represents and warrants to the Offeror as follows, as of the date hereof: (a) Organization and Good Standing. Continental Fiduciary Services, Inc. is a corporation duly organized, validly existing, and in good standing under the laws of the State of New York. (b) Power and Authority. The Depositary has full corporate power and authority to execut

Section 11.1 — Depositary's Covenants. The Depositary hereby covenants and agrees as follows: (a) Standard of Care. The Depositary shall perform its duties hereunder in good faith and with the degree of care, skill, and diligence customary for professional depositary agents engaged in the performance of similar functions in connection with tender offers of comparable size and complexity. (b) Compliance with Law. The

Section 11.2 — Offeror's Covenants. The Offeror hereby covenants and agrees as follows: (a) Provision of Offer Documents. The Offeror shall provide the Depositary with copies of all Offer Documents, including the Offer to Purchase, the Letter of Transmittal, the Schedule TO, and all amendments, supplements, and exhibits thereto, promptly upon filing with the SEC. The Offeror shall also provide the Depositary with cop

Section 12.1 — Indemnification by the Offeror. The Offeror and the Parent (Aurelius Global Media Group PLC) shall, jointly and severally, indemnify, defend, and hold harmless the Depositary and its officers, directors, employees, agents, and representatives (collectively, the "Depositary Indemnitees") from and against any and all losses, liabilities, damages, claims, demands, actions, suits, proceedings, judgments, c

Section 12.2 — Limitation of Depositary's Liability. The Depositary shall not be liable for any action taken or omitted to be taken in good faith and in accordance with the instructions of the Offeror or the advice of legal counsel (which may be the Depositary's own counsel or Calderwood & Harkness LLP). The Depositary shall not be liable for any error of judgment made in good faith by an officer or employee of the D

Section 12.3 — Survival. The indemnification obligations set forth in this Article XII, including the obligations of the Offeror and the Parent under Section 12.1 and the limitations on liability set forth in Section 12.2, shall survive the expiration or termination of this Agreement and shall continue in full force and effect regardless of whether the Offer is consummated, extended, amended, or terminated.

ARTICLE XIII — FEES AND EXPENSES

Section 13.1 — Depositary Fees. The Offeror shall pay the Depositary the fees set forth in Schedule A attached hereto and incorporated herein by reference, which include the following categories: (a) a flat engagement fee payable upon execution of this Agreement; (b) per-item processing fees for each Letter of Transmittal received and processed; (c) per-item processing fees for each book-entry transfer received and p

Section 13.2 — Reimbursement of Expenses. In addition to the fees set forth in Section 13.1, the Offeror shall reimburse the Depositary for all reasonable and documented out-of-pocket expenses actually incurred by the Depositary in connection with the performance of its duties under this Agreement, including, without limitation, courier and delivery charges, postage, insurance premiums on returned certificates, DTC t

Section 14.1 — Termination Events. This Agreement shall terminate upon the earliest to occur of the following: (a) the payment in full of the Offer Price for all accepted Shares and the return of all non-accepted Shares to the respective tendering holders in accordance with the terms of this Agreement; (b) the formal withdrawal of the Offer by the Offeror pursuant to Rule 14d-7 under the Exchange Act, and the complet

Section 14.2 — Effect of Lapse Without Formal Withdrawal. Notwithstanding the foregoing provisions of Section 14.1, if the Offer lapses without the Offeror's acceptance of any tendered Shares for payment and without a formal withdrawal of the Offer by the Offeror (as was disclosed in Amendment No. 2 to the Schedule TO filed with the SEC on November 12, 2021), this Agreement shall remain in full force and effect to th

Section 14.3 — Obligations Upon Termination. Upon the termination of this Agreement (whether pursuant to Section 14.1 or otherwise), the Depositary shall: (a) deliver to the Offeror, or as directed by the Offeror, all original records, documents, materials, files, and data (both in hard copy and electronic form) in the Depositary's possession or control relating to the Offer, including, without limitation, all Letter