Contract analysis

1. Authority. The undersigned has full power and authority to tender, sell, assign, and transfer the Shares tendered hereby, and when such Shares are accepted for payment by the Offeror, the Offeror will acquire good, marketable, and unencumbered title thereto, free and clear of all liens, claims, security interests, restrictions, charges, encumbrances, pledges, conditional sales agreements, assessments, and other ob

2. Good Title. When and to the extent such Shares are accepted for payment by the Offeror, the Offeror will acquire good, marketable, and unencumbered title to all Shares tendered hereby, free and clear of all liens, restrictions, charges, encumbrances, conditional sales agreements, and other obligations relating to the sale or transfer thereof, and the Shares will not be subject to any adverse claim, right of first

3. Additional Documents. The undersigned will, upon request, execute and deliver any additional or supplemental documents deemed by the Depositary or the Offeror to be necessary or desirable to complete the sale, assignment, and transfer of the Shares tendered hereby, and to vest in the Offeror full right, title, and interest in and to such Shares.

4. Agreement to Terms. The undersigned has read and agrees to all of the terms and conditions of the Offer to Purchase dated September 8, 2021, and this Letter of Transmittal, including all instructions hereto, and acknowledges receipt of the Offer to Purchase. The undersigned agrees to be bound by the terms and conditions of the Offer to Purchase and this Letter of Transmittal.

5. Acceptance of Offer. The tender of Shares made hereby constitutes the undersigned's acceptance of the offer with respect to the Shares tendered and, subject to the terms and conditions of the offer and the undersigned's right to withdraw the tendered Shares prior to the Expiration Date (or thereafter as described in Section B below), the undersigned's agreement to sell, assign, and transfer such Shares to the Offe

6. Identity of Offeror. The undersigned acknowledges that the offer is being made by Aurelius Media Holdings LLC, a Delaware limited liability company and wholly owned subsidiary of Aurelius Global Media Group PLC, a public limited company organized under the laws of England and Wales (registered number 08541276; listed on the London Stock Exchange under the ticker symbol "AGMG"). The undersigned acknowledges that ne

7. Conditions to the Offer. The undersigned acknowledges that the Offeror's obligation to accept and pay for Shares is subject to the terms and conditions of the Offer to Purchase, including, without limitation: (i) the minimum tender condition requiring that at least 5,000,000 Shares (representing 25.0% of the 20,000,000 outstanding Shares) be validly tendered and not properly withdrawn prior to the Expiration Date;

8. Return of Unpurchased Shares. The undersigned acknowledges that any Shares tendered pursuant to this Letter of Transmittal but not accepted for payment by the Offeror (including, without limitation, by reason of proration, failure to satisfy the minimum tender condition, or termination of the offer) will be returned to the undersigned, at the Offeror's expense, promptly following the expiration or termination of t

9. Appointment of Depositary as Agent and Attorney-in-Fact. The undersigned hereby irrevocably constitutes and appoints Continental Fiduciary Services, Inc. (the "Depositary") as the undersigned's agent and attorney-in-fact, with full power of substitution and resubstitution (such power of attorney being coupled with an interest), with respect to the Shares tendered hereby, to: (a) deliver such Shares to the Offeror

1. The Taxpayer Identification Number ("TIN") or Social Security Number ("SSN") shown below is the undersigned's correct TIN/SSN (or the undersigned is waiting for a TIN to be issued); and

2. The undersigned is not subject to backup withholding because: (a) the undersigned is exempt from backup withholding; (b) the undersigned has not been notified by the Internal Revenue Service (the "IRS") that the undersigned is subject to backup withholding as a result of a failure to report all interest or dividends; or (c) the IRS has notified the undersigned that the undersigned is no longer subject to backup wi

3. The undersigned is a U.S. citizen or other U.S. person (as defined in Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended (the "Code"), and the instructions to IRS Form W-9), including a resident alien individual, a corporation or partnership created or organized in or under the laws of the United States or any political subdivision thereof, an estate (other than a foreign estate as defined in Sec