ATTORNEY WORK PRODUCT / ATTORNEY-CLIENT PRIVILEGED / CONFIDENTIAL
This memorandum is a privileged and confidential attorney work product prepared by Calderwood & Harkness LLP in connection with the representation of Aurelius Global Media Group PLC. This memorandum is not intended for distribution to or use by any third party and should not be disclosed without the prior written consent of Calderwood & Harkness LLP. The information contained herein is protected by the attorney-client privilege, the work product doctrine, and all other applicable privileges and protections. Any unauthorized review, use, disclosure, or distribution of this memorandum is strictly prohibited. If you have received this memorandum in error, please notify Calderwood & Harkness LLP immediately and destroy all copies.
CALDERWOOD & HARKNESS LLP One Liberty Plaza, 50th Floor New York, New York 10006
INTERNAL TRANSACTION SUMMARY MEMORANDUM
TO: Engagement File — Matter No. 04781.00026
FROM: Brendan Walsh, Lead Associate, Capital Markets Natasha Forbes, Working Associate, Capital Markets
SUPERVISED BY: Theodore Langston, Responsible Partner, Capital Markets
BILLING PARTNER: Vivienne St. Claire, Capital Markets
DATE: March 12, 2026
RE: Transaction Summary Memorandum — block Secondary Offering of Ordinary Shares of Aurelius Global Media Group PLC by Crestwood Venture Partners III, L.P.
CLIENT: Aurelius Global Media Group PLC
MATTER NO.: 04781.00026
I. Executive Summary
Calderwood & Harkness LLP ("C&H" or the "Firm") represents Aurelius Global Media Group PLC ("Aurelius," the "Company," or the "Issuer"), a public limited company incorporated under the laws of England and Wales and listed on the Nasdaq Global Select Market under the ticker symbol "AGMG," as issuer's counsel in connection with a registered block secondary offering (the "Offering") of 1,500,000 ordinary shares, par value £0.10 per share (the "Shares"), of Aurelius. This memorandum is prepared for the internal engagement file and summarizes the key terms, parties, legal issues, closing mechanics, and open items associated with the Offering.
The selling shareholder in the Offering is Crestwood Venture Partners III, L.P. ("Crestwood VP III"), a Delaware limited partnership managed by its general partner, Crestwood Capital Management LLC, a Delaware limited liability company. Crestwood VP III originally acquired its equity interest in Aurelius through a £18,000,000 investment in the Company's Series C preferred financing round in 2017. Those preferred shares converted to ordinary shares upon the consummation of Aurelius's initial public offering on the Nasdaq Global Select Market in 2021. The Offering represents a partial monetization of Crestwood VP III's remaining position in the Company.
Meridian Zanthor & Co. ("Meridian Zanthor") is acting as sole bookrunner and underwriter in connection with the Offering on a firm-commitment basis. Meridian Zanthor's engagement reflects the bank's established capital markets relationship with the Company and its familiarity with the Aurelius equity story following its participation as lead bookrunner in the Company's November 2025 primary follow-on offering.
The aggregate deal value of the Offering is $48,000,000, based upon the sale of 1,500,000 ordinary shares at a public offering price of $32.00 per share. The underwriting discount is $0.48 per share (representing 1.5% of the public offering price), resulting in aggregate net proceeds to the selling shareholder of $47,280,000. The Issuer will not receive any proceeds from the Offering, as this is a purely secondary transaction in which all Shares are being sold by Crestwood VP III from its existing holdings.
The Offering is structured as a shelf takedown under Aurelius's effective Registration Statement on Form F-3 (SEC File No. 333-278415), which was originally filed with the Securities and Exchange Commission (the "SEC") on August 29, 2025, and was declared effective on September 22, 2025. The Form F-3 registered an aggregate of $1,500,000,000 of securities for offering and sale, and following a $750,000,000 primary offering in November 2025, the remaining shelf capacity prior to this Offering stood at $750,000,000. After giving effect to this Offering, the remaining shelf capacity will be $702,000,000.
The Block Trade Agreement (the "BTA") was priced and executed on March 12, 2026, at 4:15 PM Eastern Time, following the close of regular trading on the Nasdaq Global Select Market. The expected closing and settlement date is March 16, 2026 (T+2 settlement). A prospectus supplement describing the Offering will be filed with the SEC pursuant to Rule 424(b)(7) under the Securities Act of 1933, as amended (the "Securities Act"), on or before March 13, 2026.
This matter was opened at C&H on February 9, 2026, following receipt of the Company's request for issuer's counsel services in connection with the anticipated block trade, and the Firm has been engaged continuously since that date in preparing the necessary documentation, conducting due diligence, and coordinating with all parties to the transaction.
II. Parties and Key Contacts
Set forth below is a summary of the principal parties to the Offering and their respective key contacts, addresses, and other relevant identifying information.
A. Aurelius Global Media Group PLC (Issuer / Our Client)
Aurelius Global Media Group PLC is a public limited company incorporated under the laws of England and Wales, registered with Companies House under company number 10458329. Aurelius's principal and registered office is located at 45 Broadwick Street, London W1F 9BN, United Kingdom. The Company's ordinary shares are listed on the Nasdaq Global Select Market under the ticker symbol "AGMG." The Company's CUSIP number is G0583R 107, its ISIN is GB00BKZM4P19, its SEC Central Index Key (CIK) is 0001923487, and its U.S. Employer Identification Number (EIN) is 98-1437625.
Aurelius operates as a diversified media, entertainment, and e-commerce platform, with business operations spanning streaming content production and distribution, digital advertising technology, and direct-to-consumer retail across 14 countries. The Company's global footprint includes significant operations in the United Kingdom, the United States, Germany, France, Australia, and various markets across Southeast Asia and Latin America.
The principal executive officers and key contacts at Aurelius relevant to the Offering are as follows:
• Chief Executive Officer: Marcus Halford
• Chief Financial Officer: Elena Marchetti
• General Counsel & Company Secretary: Jonathan Pryce-Harlow
The Company maintains directors' and officers' liability insurance through Northgate Indemnity Corp. (Policy No. NGI-DO-2025-08841), with offices in Hartford, Connecticut. The Company's corporate broker in the United Kingdom is Ashford Greystone Securities Ltd., located at 7 Lothbury, London EC2R 7HH.
B. Crestwood Venture Partners III, L.P. (Selling Shareholder)
Crestwood Venture Partners III, L.P. is a Delaware limited partnership with its principal office at 200 Clarendon Street, Suite 3100, Boston, Massachusetts 02116. Its EIN is 84-3291056. The general partner of Crestwood VP III is Crestwood Capital Management LLC, a Delaware limited liability company located at the same address. Crestwood Capital Management LLC serves as the investment manager for the fund and exercises investment authority over the fund's portfolio holdings, including the ordinary shares of Aurelius that are the subject of this Offering.
The key contacts at Crestwood VP III are as follows:
• Managing Partner: Derek Calloway
• Chief Financial Officer: Priya Nandakumar
Crestwood VP III is a growth-equity fund that made its original investment in Aurelius through a £18,000,000 participation in the Company's Series C preferred financing round in 2017. Upon the completion of Aurelius's initial public offering on the Nasdaq Global Select Market in 2021, Crestwood VP III's Series C preferred shares converted into ordinary shares of the Company. Prior to the Offering, Crestwood VP III holds 4,250,000 ordinary shares, representing approximately 4.49% of the 94,600,000 ordinary shares currently outstanding. Following the completion of the Offering, Crestwood VP III will hold 2,750,000 ordinary shares, representing approximately 2.91% of the outstanding ordinary shares.
Crestwood VP III is represented in the Offering by Whitford & Dane LLP. The lead partner at Whitford & Dane is Gregory Whitford, and the firm's offices are located at 100 Federal Street, Suite 2800, Boston, Massachusetts 02110.
C. Meridian Zanthor & Co. (Underwriter / Sole Bookrunner)
Meridian Zanthor & Co. is a full-service investment bank headquartered in New York, New York. Meridian Zanthor's principal office address is 399 Park Avenue, 22nd Floor, New York, New York 10022. The lead banker responsible for the Offering on Meridian Zanthor's equity capital markets desk is Samantha Reeves, Managing Director, Equity Capital Markets.
Meridian Zanthor is acting as the sole bookrunner and underwriter in connection with the Offering on a firm-commitment basis. Under the terms of the Block Trade Agreement, Meridian Zanthor has agreed to purchase the entirety of the 1,500,000 ordinary shares from Crestwood VP III at the net price of $31.52 per share (the public offering price of $32.00 per share less the underwriting discount of $0.48 per share) and to reoffer such shares to the public at the public offering price. As a firm-commitment underwriter, Meridian Zanthor bears the risk of distribution and is contractually obligated to purchase the full number of shares regardless of its ability to resell them.
Meridian Zanthor is represented in the Offering by Hargreaves Finch LLP, acting as underwriter's counsel. The lead partner at Hargreaves Finch is Catherine Yuen, and the firm's offices are located at 600 Third Avenue, 31st Floor, New York, New York 10016.
D. Other Key Third Parties
Independent Auditor: Pemberton & Associates LLP. Pemberton & Associates serves as the independent auditor of Aurelius and is responsible for the delivery of the initial and bring-down comfort letters in connection with the Offering. The engagement partner is David Kingsley, CPA. Pemberton & Associates maintains offices at 1251 Avenue of the Americas, 19th Floor, New York, New York 10020, and at 12 Finsbury Circus, London EC2M 7EB. The comfort letters are addressed to Meridian Zanthor and cover customary financial data and statistical information contained in or incorporated by reference into the prospectus supplement.
Transfer Agent and Registrar: Continental Hollowell Asset Advisors Continental Hollowell Asset Advisors serves as the transfer agent and registrar for Aurelius's ordinary shares. The primary contact for purposes of the Offering is Lisa Harmon, Vice President, Corporate Actions. Continental Hollowell Asset Advisors is located at 17 Ashbury Asset Advisors, New York, New York 10004. Continental Hollowell Asset Advisors will receive the transfer agent instruction letter from the Company in connection with the settlement of the Offering and will coordinate the DTC settlement mechanics for the transfer of shares from Crestwood VP III's DTC participant account to Meridian Zanthor's DTC participant account.
E. Calderwood & Harkness LLP Team
The C&H team staffed on the matter is as follows:
• Responsible Partner: Theodore Langston
• Billing Partner: Vivienne St. Claire
• Lead Associate: Brendan Walsh
• Working Associate: Natasha Forbes
The agreed-upon fee cap for C&H's engagement in connection with the Offering is $175,000 plus disbursements, as set forth in the engagement letter executed by the Company. C&H's address for purposes of this matter is One Liberty Plaza, 50th Floor, New York, New York 10006.
III. Transaction Terms
A. Offering Structure
The Offering is structured as a registered block secondary offering effected as a shelf takedown under the Company's existing, effective Registration Statement on Form F-3 (SEC File No. 333-278415). The Offering involves the sale by Crestwood VP III of 1,500,000 ordinary shares, par value £0.10 per share, of Aurelius. No new shares are being issued by the Company in connection with the Offering; accordingly, the total number of ordinary shares outstanding will remain at 94,600,000 immediately following the completion of the Offering. The Offering does not give rise to any dilution of the existing shareholders of the Company.
Meridian Zanthor is acting as the sole bookrunner and underwriter on a firm-commitment basis. Under the firm-commitment structure, Meridian Zanthor has agreed to purchase all 1,500,000 ordinary shares from Crestwood VP III at the agreed-upon net price per share and to reoffer such shares to the public at the public offering price. The block trade structure is consistent with customary practice for secondary offerings by significant shareholders of Nasdaq-listed issuers, and the compressed marketing and execution timeline (wall-crossing and book-building over March 10–11, 2026, with pricing on the evening of March 12, 2026) reflects the overnight block trade conventions typical of transactions of this nature.
B. Pricing
The public offering price of the Shares has been set at $32.00 per share. The last reported sale price of Aurelius's ordinary shares on the Nasdaq Global Select Market on March 12, 2026 (the pricing date) was $32.18 per share. The discount of the public offering price to the last sale price is therefore approximately 0.56%, calculated as follows: ($32.18 − $32.00) / $32.18 = 0.56%. This modest discount is consistent with market practice for overnight block trades of this size and reflects the relatively limited marketing period and the need to incentivize participation by institutional investors in the accelerated offering process.
The underwriting discount is $0.48 per share, representing 1.5% of the public offering price ($32.00 × 0.015 = $0.48). The net price to the selling shareholder, after deduction of the underwriting discount, is $31.52 per share ($32.00 − $0.48 = $31.52).
The Block Trade Agreement was executed at 4:15 PM Eastern Time on March 12, 2026, following the close of regular trading on the Nasdaq Global Select Market. The pricing was conducted after market hours in accordance with standard block trade practice to minimize potential market disruption.
C. Aggregate Economics
The aggregate economic terms of the Offering are summarized as follows:
• Aggregate deal value (public offering): 1,500,000 shares × $32.00 per share = $48,000,000
• Aggregate underwriting discount: 1,500,000 shares × $0.48 per share = $720,000
• Aggregate net proceeds to Crestwood VP III: $48,000,000 − $720,000 = $47,280,000
• Issuer proceeds: $0
As noted above, the Issuer will not receive any proceeds from the Offering. All net proceeds, after deduction of the underwriting discount, will be paid to Crestwood VP III upon settlement.
D. Capitalization Impact
The Offering will not result in any change to the total number of ordinary shares of the Company outstanding. The capitalization impact of the Offering relates solely to the change in Crestwood VP III's ownership percentage:
• Pre-Offering: Crestwood VP III holds 4,250,000 ordinary shares out of 94,600,000 ordinary shares outstanding, representing approximately 4.49% of the outstanding share capital.
• Post-Offering: Crestwood VP III will hold 2,750,000 ordinary shares out of 94,600,000 ordinary shares outstanding, representing approximately 2.91% of the outstanding share capital.
Because no new shares are being issued, there is no dilutive impact on existing shareholders. The Offering is solely a redistribution of existing shares from Crestwood VP III to public investors through the underwriting by Meridian Zanthor.
E. Expense Allocation
The allocation of transaction expenses between the Issuer and the selling shareholder has been established in accordance with Section 2.2 of the Registration Rights Agreement (as described more fully in Section V.B below). Under the terms of the Registration Rights Agreement, the Issuer bears its own expenses incurred in connection with the Offering, while the selling shareholder bears the underwriting discount and its own counsel's fees.
Issuer Expenses (Estimated):
The blue sky and state securities law compliance cost is zero because Aurelius's ordinary shares are "covered securities" within the meaning of Section 18 of the Securities Act by virtue of the Company's listing on the Nasdaq Global Select Market, and accordingly no state-level registration or qualification is required.
Selling Shareholder Expenses (Estimated):
IV. Registration Mechanics
A. Shelf Registration Statement
The Offering is being conducted as a shelf takedown under Aurelius's Registration Statement on Form F-3, which is available to the Company as a foreign private issuer that meets the eligibility requirements for use of Form F-3 under the Securities Act. The key details of the shelf registration statement are as follows:
• Form: F-3 (shelf registration statement for foreign private issuers)
• SEC File Number: 333-278415
• Filing Date: August 29, 2025
• Effective Date: September 22, 2025 (declared effective by the SEC)
• Total Shelf Capacity at Filing: $1,500,000,000
The shelf registration statement permits the offering and sale of various types of securities, including ordinary shares, debt securities, warrants, and units, up to the aggregate registered amount. Since the effectiveness of the Form F-3, the Company has utilized the shelf for one prior takedown:
• Prior Takedown: In November 2025, the Company completed a $750,000,000 primary offering of ordinary shares, reducing the remaining shelf capacity to $750,000,000.
The current Offering will further reduce the remaining shelf capacity as follows:
• This Offering: $48,000,000 (aggregate public offering price)
• Remaining Shelf Capacity Post-Offering: $750,000,000 − $48,000,000 = $702,000,000
As of the date of this memorandum, there is no stop order suspending the effectiveness of the Registration Statement, and no proceedings for that purpose have been initiated or threatened by the SEC. C&H has confirmed through a review of the SEC's EDGAR system and direct inquiry that the Registration Statement remains in full force and effect.
B. Prospectus Supplement
A prospectus supplement relating to the Offering is required to be filed with the SEC pursuant to Rule 424(b)(7) under the Securities Act on or before March 13, 2026 (the second business day following the date of the pricing of the Offering). Rule 424(b)(7) is the applicable filing provision for prospectus supplements relating to offerings of securities registered on shelf registration statements where the offering is not otherwise covered by another subsection of Rule 424(b).
The prospectus supplement supplements the base prospectus forming part of the Registration Statement on Form F-3 and contains the following principal disclosure items:
• Description of the Offering, including the number of shares offered (1,500,000 ordinary shares) and the identity of the selling shareholder (Crestwood VP III);
• Plan of distribution, describing the firm-commitment block trade structure with Meridian Zanthor as sole bookrunner and underwriter;
• Selling shareholder disclosure, including Crestwood VP III's pre-offering and post-offering ownership of the Company's ordinary shares;
• Use of proceeds, confirming that the Issuer will not receive any proceeds from the Offering;
• Risk factors specific to the Offering and the Company's business; and
• Supplemental tax considerations, as applicable.
The prospectus supplement incorporates by reference the Company's Annual Report on Form 20-F for the fiscal year ended December 31, 2025, which was filed with the SEC on February 28, 2026, as well as all Reports on Form 6-K furnished by the Company since the filing date of the Form 20-F.
C. Incorporated Documents
The following documents are incorporated by reference into the prospectus supplement and form a part of the registration statement for purposes of the Offering:
1. Annual Report on Form 20-F for the fiscal year ended December 31, 2025, filed with the SEC on February 28, 2026. The Form 20-F contains the Company's audited consolidated financial statements for the fiscal years ended December 31, 2025, 2024, and 2023, together with the independent auditor's report of Pemberton & Associates LLP, as well as comprehensive disclosure regarding the Company's business, risk factors, management's discussion and analysis of financial condition and results of operations, and corporate governance.
2. Reports on Form 6-K furnished to the SEC by the Company since the filing date of the Form 20-F. As of the date of this memorandum, the relevant Form 6-K filings include the Company's Q4/FY 2025 earnings release, which was issued on February 27, 2026, and furnished to the SEC on Form 6-K on February 28, 2026. Any additional Reports on Form 6-K furnished between the date hereof and the closing date that are identified as being incorporated by reference into the Registration Statement will also be deemed incorporated.
The incorporation by reference of these documents ensures that the prospectus supplement, taken together with the base prospectus and the incorporated documents, contains all material information required under the Securities Act for the offer and sale of the Shares.
V. Key Legal Issues
A. Foreign Private Issuer Status
Aurelius qualifies as a "foreign private issuer" (FPI) under SEC Rule 3b-4 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Rule 405 under the Securities Act. The Company satisfies the definition of a foreign private issuer because it is incorporated under the laws of England and Wales with its principal executive offices located in London, United Kingdom, and it does not meet any of the disqualifying conditions that would cause it to lose FPI status. Specifically, more than 50% of the Company's outstanding voting securities are held by non-U.S. residents, and its business is administered principally outside the United States.
The Company's FPI status has several significant implications for the structure and documentation of the Offering:
• Form F-3 Availability. FPI status permits the Company to use Form F-3 (rather than Form S-3) for its shelf registration statement. Form F-3 is the shelf registration form available to eligible foreign private issuers that have been subject to Exchange Act reporting requirements for at least 12 months and have timely filed all required reports.
• Reporting Regime. As an FPI, Aurelius files annual reports on Form 20-F (rather than Form 10-K) and furnishes interim and current information to the SEC on Form 6-K (rather than filing quarterly reports on Form 10-Q or current reports on Form 8-K). This distinction is reflected in the incorporation by reference provisions of both the base prospectus and the prospectus supplement.
• Exemptions from Certain SEC Rules. As an FPI, Aurelius is not subject to the SEC's proxy solicitation rules under Section 14 of the Exchange Act, and its directors, officers, and principal shareholders are not subject to the short-swing profit recovery provisions of Section 16 of the Exchange Act. The Company does, however, voluntarily comply with certain Nasdaq corporate governance listing standards to align with investor expectations.
The Block Trade Agreement and the prospectus supplement have been drafted to reflect the Company's FPI status and the specific legal considerations arising from the Company's incorporation under the laws of England and Wales. In particular, references throughout the transaction documents are to "ordinary shares" rather than "common stock," the par value of the shares is denominated in British pounds sterling (£0.10 per share), and the corporate existence, authority, and validity of shares provisions are governed by the laws of England and Wales rather than U.S. state law.
B. Registration Rights Agreement Analysis
The legal framework for the Offering is established in significant part by the Registration Rights Agreement dated June 14, 2021 (the "RRA"), which was executed in connection with the Company's initial public offering on the Nasdaq Global Select Market. The parties to the RRA include the Company and Crestwood VP III, among other investors who participated in the Company's pre-IPO financing rounds.
Demand Registration Rights. Under Section 2.2 of the RRA, Crestwood VP III was granted demand registration rights, entitling it to require the Company to effect the registration and sale of Crestwood VP III's ordinary shares under the Securities Act. The RRA provides for a maximum of three (3) demand registrations during the term of the agreement. This Offering constitutes the second demand registration exercised by Crestwood VP III under the RRA. The first demand was exercised in connection with a prior secondary offering in 2023. Accordingly, following the completion of this Offering, Crestwood VP III will have one (1) remaining demand registration right under the RRA.
Piggyback Registration Rights. In addition to its demand registration rights, Crestwood VP III also holds piggyback registration rights under the RRA, which entitle it to include its ordinary shares in any registration statement filed by the Company for its own account or for the account of other security holders, subject to customary cutback provisions in the event of an underwriter's determination that the inclusion of such shares would adversely affect the marketing of the offering.
Issuer Cooperation Obligations. The RRA imposes affirmative cooperation obligations on the Company in connection with any demand registration or shelf takedown initiated by Crestwood VP III. These obligations include, without limitation:
(a) cooperating with Crestwood VP III and its advisors in connection with shelf takedowns under the Company's effective registration statement;
(b) providing customary issuer support documentation, including closing certificates executed by the Company's officers, legal opinions and negative assurance letters from the Company's counsel, comfort letters from the Company's independent auditors, and transfer agent instructions;
(c) bearing the Company's own expenses incurred in connection with any such registration or shelf takedown, excluding the underwriting discount and the selling shareholder's own counsel fees; and
(d) providing customary indemnification to Crestwood VP III in accordance with the indemnification provisions of the RRA, which are cross-referenced in the Block Trade Agreement.
In satisfaction of these obligations, the Company delivered an Issuer Support and Cooperation Letter dated March 5, 2026, addressed to Crestwood VP III, confirming the Company's commitment to provide the foregoing cooperation and support in connection with the Offering. The Issuer Support and Cooperation Letter was reviewed and approved by C&H prior to delivery.
C. Lock-Up Mechanics
In connection with the Offering, Crestwood VP III has executed a Lock-Up Agreement in favor of Meridian Zanthor. The Lock-Up Agreement imposes restrictions on the disposition of Crestwood VP III's remaining ordinary shares for a specified period following the closing of the Offering. The key terms of the Lock-Up Agreement are as follows:
• Restricted Period: 60 calendar days from the closing date of the Offering (March 16, 2026).
• Lock-Up Expiration: May 15, 2026.
• Covered Shares: The remaining 2,750,000 ordinary shares held by Crestwood VP III following the completion of the Offering.
• Restrictions: During the restricted period, Crestwood VP III is prohibited from offering, selling, contracting to sell, pledging, granting any option to purchase, making any short sale of, or otherwise disposing of or transferring any ordinary shares of the Company, or entering into any swap or other arrangement that transfers the economic risk of ownership of such shares.
The Lock-Up Agreement contains the following customary exceptions to the foregoing restrictions:
(a) transfers to affiliates of Crestwood VP III, provided that any such transferee executes and delivers a lock-up agreement containing terms substantially identical to the Lock-Up Agreement;
(b) pledges of shares under existing credit facilities of Crestwood VP III, provided that any pledgee or secured party agrees to be bound by the terms of the Lock-Up Agreement in the event of a foreclosure or other disposition; and
(c) sales of shares pursuant to a pre-existing trading plan adopted in accordance with Rule 10b5-1 under the Exchange Act. As of the date of this memorandum, no such Rule 10b5-1 plan is currently in effect for Crestwood VP III.
Meridian Zanthor retains the right, in its sole discretion, to waive or shorten the restricted period under the Lock-Up Agreement at any time and without prior notice. Any such waiver or modification would be expected to be disclosed to the market in accordance with applicable securities laws and Nasdaq listing requirements.
D. Governing Law
The principal transaction documents are governed by the following bodies of law:
• Block Trade Agreement: Governed by the laws of the State of Delaware, without regard to principles of conflicts of law that would result in the application of the laws of any other jurisdiction. The selection of Delaware law is customary for underwriting agreements involving Delaware-organized selling shareholders and reflects the parties' preference for the well-developed body of Delaware corporate and commercial law.
• Registration Rights Agreement: Governed by the laws of the State of Delaware, consistent with the choice of law made at the time of the RRA's execution in connection with the 2021 IPO.
• Lock-Up Agreement: Governed by the laws of the State of Delaware.
• Corporate Existence, Authority, and Validity of Shares: Governed by the laws of England and Wales, as the Issuer's jurisdiction of incorporation. The C&H corporate/validity opinion letter to be delivered at closing will opine on the valid issuance and full payment of the ordinary shares under English law, and will be subject to customary assumptions and qualifications relating to matters of English corporate law.
The application of English law to the corporate law aspects of the transaction necessitates careful coordination between C&H's New York-based capital markets team and English law counsel. For purposes of this Offering, C&H will render its opinion on the basis of its review of the Company's constitutional documents (including its Articles of Association) and relevant corporate authorizations, with reliance on customary assumptions regarding the due incorporation and valid existence of the Company under English law.
E. MNPI / Blackout Considerations
A critical consideration in the structuring and timing of any block secondary offering is the potential existence of material nonpublic information ("MNPI") and the resulting implications under Regulation FD and the federal securities laws. The timing of the Offering was carefully coordinated to ensure that no MNPI concerns would arise.
Aurelius released its Q4 and full-year 2025 earnings on February 27, 2026, and filed its Annual Report on Form 20-F for the fiscal year ended December 31, 2025, with the SEC on February 28, 2026. The pricing of the Block Trade Agreement on March 12, 2026, occurred after the dissemination of the Company's annual financial results and the filing of the Form 20-F, thereby ensuring that the Company's most current financial and operating information was publicly available to the market at the time of pricing. There are no MNPI blackout concerns associated with the timing of the Offering.
In connection with the marketing of the Offering, Meridian Zanthor conducted a limited wall-crossing process on March 10–11, 2026, in which select institutional investors were approached on a confidential basis and provided with information regarding the anticipated block trade. The wall-crossing was conducted in compliance with Regulation FD under the Exchange Act and in accordance with Meridian Zanthor's internal wall-crossing protocols. Each wall-crossed investor was required to acknowledge its receipt of potential MNPI and to agree to refrain from trading in the Company's securities until such time as the information was publicly disseminated (i.e., upon the announcement of the Offering and the filing of the prospectus supplement). The wall-crossing procedures and investor acknowledgments were managed by Meridian Zanthor's equity capital markets and compliance teams.
A bring-down due diligence session has been scheduled for March 15, 2026 (the business day preceding the expected closing date), to be conducted by videoconference with Aurelius management, Meridian Zanthor, and Hargreaves Finch LLP. The purpose of the bring-down session is to confirm the absence of any MNPI or material developments not reflected in the prospectus supplement and to support the delivery of the closing certificates, negative assurance letters, and bring-down comfort letter at closing.
F. Indemnification and Contribution
The Block Trade Agreement contains customary indemnification and contribution provisions allocating liability among the Issuer, the selling shareholder, and the underwriter for potential claims arising under the federal securities laws in connection with the Offering. The indemnification framework is as follows:
• Issuer Indemnification. The Issuer has agreed to indemnify and hold harmless the underwriter and the selling shareholder, and their respective directors, officers, employees, agents, and controlling persons, against any losses, claims, damages, or liabilities arising out of or based upon any untrue statement or alleged untrue statement of a material fact, or any omission or alleged omission to state a material fact required to be stated, in the registration statement, the base prospectus, the prospectus supplement, or any amendment or supplement thereto, or any "free writing prospectus" used in connection with the Offering, other than (i) information furnished by the selling shareholder for inclusion therein ("selling shareholder information") and (ii) information furnished by the underwriter for inclusion therein ("underwriter information").
• Selling Shareholder Indemnification. The selling shareholder has agreed to indemnify and hold harmless the Issuer and the underwriter, and their respective directors, officers, employees, agents, and controlling persons, against any losses, claims, damages, or liabilities arising out of or based upon any untrue statement or alleged untrue statement of a material fact, or any omission or alleged omission to state a material fact, in each case to the extent that such untrue statement or omission was made in reliance upon and in conformity with the selling shareholder information furnished by Crestwood VP III for inclusion in the registration statement or the prospectus supplement.
• Underwriter Indemnification. The underwriter has agreed to indemnify and hold harmless the Issuer and the selling shareholder, and their respective directors, officers, employees, agents, and controlling persons, against any losses, claims, damages, or liabilities arising out of or based upon any untrue statement or alleged untrue statement of a material fact, or any omission or alleged omission to state a material fact, in each case to the extent that such untrue statement or omission was made in reliance upon and in conformity with the underwriter information furnished by Meridian Zanthor for inclusion in the registration statement or the prospectus supplement.
The indemnification provisions of the Block Trade Agreement are supplemented by cross-references to the indemnification provisions contained in Section 2.2 of the RRA, which provide additional contractual protections for the parties in connection with registered offerings effected pursuant to the RRA.
In addition to the contractual indemnification provisions, the Company maintains directors' and officers' liability insurance through Northgate Indemnity Corp. under Policy No. NGI-DO-2025-08841, which provides coverage for claims against the Company's directors and officers arising out of their service in such capacities, including claims related to securities offerings.
The contribution provisions in the Block Trade Agreement provide that, in the event that indemnification is unavailable or insufficient to hold harmless an indemnified party, the parties shall contribute to the aggregate losses in proportion to their relative fault in causing such losses, taking into account the relative benefits received by each party from the Offering and other equitable considerations.
VI. Closing Conditions and Timeline
A. Key Dates
The following table sets forth the key dates and milestones in connection with the Offering:
B. Conditions to Closing (per Block Trade Agreement)
The obligations of the underwriter to purchase the Shares and of the selling shareholder to deliver the Shares at closing are subject to the satisfaction (or waiver) of the following conditions, as set forth in the Block Trade Agreement:
1. Accuracy of Representations and Warranties. The representations and warranties of each of the Issuer, the selling shareholder, and the underwriter contained in the Block Trade Agreement shall be true and correct in all material respects as of the closing date, with the same force and effect as though made on and as of the closing date.
2. Issuer Officer's Certificate. The Issuer shall have delivered to the underwriter a certificate, dated as of the closing date (March 16, 2026), executed by the Chief Executive Officer, Marcus Halford, and the Chief Financial Officer, Elena Marchetti, confirming (a) the accuracy of the Issuer's representations and warranties, (b) compliance with all covenants and agreements of the Issuer under the Block Trade Agreement, (c) the absence of any stop order suspending the effectiveness of the Registration Statement or any proceedings for that purpose, and (d) the absence of any Material Adverse Effect (as defined in the Block Trade Agreement) with respect to the Company since the date of the most recent financial statements incorporated by reference in the prospectus supplement.
3. C&H 10b-5 Negative Assurance Letter. Calderwood & Harkness LLP shall have delivered to Meridian Zanthor a letter, dated as of the closing date, providing customary negative assurance to the effect that, based upon C&H's participation in the preparation of the registration statement, the base prospectus, and the prospectus supplement, and its review of the documents incorporated by reference therein, nothing has come to C&H's attention that causes it to believe that the registration statement, as of its effective date, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein, or that the prospectus supplement, as of its date and as of the closing date, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The 10b-5 negative assurance letter is to be signed by Theodore Langston, Responsible Partner.
4. C&H Corporate/Validity Opinion Letter. Calderwood & Harkness LLP shall have delivered to Meridian Zanthor an opinion letter, dated as of the closing date, opining on (a) the valid existence and good standing of the Company under the laws of England and Wales, (b) the corporate power and authority of the Company to execute and deliver the Block Trade Agreement and to perform its obligations thereunder, (c) the due authorization, execution, and delivery of the Block Trade Agreement by the Company, and (d) the valid issuance, full payment, and non-assessability of the ordinary shares being sold in the Offering. The corporate/validity opinion letter is to be signed by Theodore Langston, Responsible Partner.
5. Hargreaves Finch LLP 10b-5 Negative Assurance Letter. Hargreaves Finch LLP, as underwriter's counsel, shall have delivered to Meridian Zanthor a 10b-5 negative assurance letter, dated as of the closing date, in customary form.
6. Bring-Down Comfort Letter. Pemberton & Associates LLP, as the Company's independent auditor, shall have delivered to Meridian Zanthor a bring-down comfort letter, dated as of the closing date (March 16, 2026), updating and bringing down the initial comfort letter delivered on March 12, 2026, and confirming that, as of a date not more than three business days prior to the closing date, no adverse changes have occurred in the financial data and statistical information covered by the comfort letter.
7. Filing of Prospectus Supplement. The prospectus supplement relating to the Offering shall have been filed with the SEC pursuant to Rule 424(b)(7) on or before March 13, 2026.
8. No Stop Order. No stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC, and no proceedings for that purpose shall have been initiated or threatened by the SEC.
9. Lock-Up Agreement. The underwriter shall have received the duly executed Lock-Up Agreement from Crestwood VP III.
10. Selling Shareholder Questionnaire and Power of Attorney. The underwriter shall have received a completed selling shareholder questionnaire and limited power of attorney from Crestwood VP III (or from Whitford & Dane LLP on its behalf).
11. Transfer Agent Instruction Letter. The Company shall have delivered to Continental Hollowell Asset Advisors a transfer agent instruction letter, executed by Jonathan Pryce-Harlow, General Counsel & Company Secretary, instructing the transfer agent to facilitate the transfer of the Shares in connection with the settlement of the Offering.
12. DTC Settlement. Settlement shall be effected through the facilities of The Depository Trust Company ("DTC"), with the transfer of 1,500,000 ordinary shares from Crestwood VP III's DTC participant account to Meridian Zanthor's DTC participant account, against simultaneous payment by Meridian Zanthor to Crestwood VP III of aggregate net proceeds of $47,280,000 by wire transfer of immediately available funds.
C. Issuer Closing Deliverables (C&H Responsibility)
The following closing deliverables are the primary responsibility of Calderwood & Harkness LLP in its capacity as issuer's counsel:
1. Officer's Certificate. Preparation and finalization of the officer's certificate, to be executed by the Chief Executive Officer (Marcus Halford) and the Chief Financial Officer (Elena Marchetti) of the Company, in the form required by the Block Trade Agreement. C&H will circulate a draft of the officer's certificate to Aurelius management for review and will coordinate execution and delivery on the closing date.
2. C&H 10b-5 Negative Assurance Letter. Preparation and delivery of the 10b-5 negative assurance letter, addressed to Meridian Zanthor, dated as of the closing date (March 16, 2026), and signed by Theodore Langston.
3. C&H Corporate/Validity Opinion Letter. Preparation and delivery of the corporate/validity opinion letter, addressed to Meridian Zanthor, dated as of the closing date (March 16, 2026), and signed by Theodore Langston. The opinion letter will address matters of English corporate law relating to the Company's valid existence, corporate authority, and the valid issuance of the Shares, subject to customary assumptions, qualifications, and limitations.
4. Transfer Agent Instruction Letter. Preparation of the transfer agent instruction letter to Continental Hollowell Asset Advisors, to be signed by Jonathan Pryce-Harlow, General Counsel & Company Secretary, instructing the transfer agent with respect to the DTC settlement of the Shares and confirming the DTC participant account details for Crestwood VP III and Meridian Zanthor.
5. Coordination on Bring-Down Comfort Letter. Coordination with Pemberton & Associates LLP to ensure timely delivery of the bring-down comfort letter, dated as of the closing date, addressed to Meridian Zanthor.
6. Prospectus Supplement Filing. Completion of the prospectus supplement and filing with the SEC via the EDGAR system pursuant to Rule 424(b)(7) on or before March 13, 2026. C&H will coordinate with the Company's EDGAR filing agent and confirm the successful acceptance of the filing by the SEC.
VII. Summary of Key Company Financial Information
The following is a summary of key financial information of the Company, derived from the Annual Report on Form 20-F for the fiscal year ended December 31, 2025, filed with the SEC on February 28, 2026. This summary is provided for reference purposes only and should be read in conjunction with, and is qualified in its entirety by, the complete financial statements and management's discussion and analysis of financial condition and results of operations contained in the Form 20-F.
• Fiscal Year End: December 31
• FY 2025 Revenue: $1,870,000,000 ($1.87 billion)
• FY 2025 Adjusted EBITDA: $312,000,000
• FY 2025 Net Income: $147,000,000
• Ordinary Shares Outstanding (as of December 31, 2025): 94,600,000
• Approximate Market Capitalization: $3,030,000,000 (based on 30-day volume-weighted average price ("VWAP") of approximately $32.05 per share as of the pricing date)
• Material Litigation: No material litigation pending as of the date of the most recent annual report
• Most Recent Annual Report: Form 20-F for FY 2025, filed with the SEC on February 28, 2026
The Company's revenue of $1.87 billion for FY 2025 reflects growth across the Company's three principal business segments — streaming content, digital advertising, and direct-to-consumer retail — driven by continued subscriber growth, increased advertising revenue from the Company's programmatic advertising platform, and expansion of the Company's e-commerce operations into new markets. Adjusted EBITDA of $312,000,000 represents an Adjusted EBITDA margin of approximately 16.7%, consistent with management's previously communicated margin expansion targets. Net income of $147,000,000 reflects the Company's continued progress toward sustained profitability following its transition from a growth-stage company to a mature, diversified media enterprise.
The Company's approximate market capitalization of $3.03 billion, based on the 30-day VWAP, provides context for the relative size of the Offering. The $48,000,000 aggregate deal value represents approximately 1.6% of the Company's market capitalization, consistent with the Offering's characterization as a relatively modest secondary disposition by a financial sponsor.
VIII. Open Items and Action Items
A. Pre-Closing Open Items
The following items remain open as of the date of this memorandum and must be completed prior to or at the closing of the Offering on March 16, 2026:
1. Prospectus Supplement Filing. Finalize and file the prospectus supplement with the SEC under Rule 424(b)(7). The filing deadline is March 13, 2026. Brendan Walsh and Natasha Forbes are responsible for coordinating with Meridian Zanthor and Hargreaves Finch LLP to incorporate any final comments from the underwriter and underwriter's counsel and to arrange for the filing through the Company's EDGAR filing agent.
2. Bring-Down Due Diligence Session. The bring-down due diligence session is scheduled for March 15, 2026, to be conducted via videoconference. Participants will include Aurelius management (Marcus Halford, Elena Marchetti, and Jonathan Pryce-Harlow), Meridian Zanthor (Samantha Reeves), and Hargreaves Finch LLP (Catherine Yuen). C&H will participate and coordinate the session.
3. Officer's Certificate. Finalize and circulate the officer's certificate for signature by Marcus Halford (CEO) and Elena Marchetti (CFO). The certificate must be dated as of the closing date (March 16, 2026).
4. C&H 10b-5 Negative Assurance Letter. Prepare and deliver the C&H 10b-5 negative assurance letter, to be signed by Theodore Langston. The letter must be dated as of the closing date (March 16, 2026) and delivered to Meridian Zanthor at or prior to closing.
5. C&H Corporate/Validity Opinion Letter. Prepare and deliver the C&H corporate/validity opinion letter, to be signed by Theodore Langston. The opinion letter must be dated as of the closing date (March 16, 2026) and delivered to Meridian Zanthor at or prior to closing.
6. Bring-Down Comfort Letter. Confirm receipt of the bring-down comfort letter from Pemberton & Associates LLP, dated as of the closing date (March 16, 2026), addressed to Meridian Zanthor.