BLOCK TRADE AGREEMENT
Execution Version
March 12, 2026
Parties:
Crestwood Venture Partners III, L.P. (Selling Shareholder)
Meridian Zanthor & Co. (Underwriter)
Aurelius Global Media Group PLC (Issuer)
Subject Securities: 1,500,000 Ordinary Shares, par value £0.10 per share
CUSIP: G0583R 107
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PREAMBLE
This Block Trade Agreement (this "Agreement") is entered into as of March 12, 2026, at 4:15 PM Eastern Time, by and among:
CRESTWOOD VENTURE PARTNERS III, L.P., a Delaware limited partnership (the "Selling Shareholder"), acting by and through its general partner, Crestwood Capital Management LLC, a Delaware limited liability company, with its principal office at 200 Clarendon Street, Suite 3100, Boston, MA 02116;
MERIDIAN ZANTHOR & CO., an investment bank and broker-dealer organized under the laws of the State of New York (the "Underwriter" or "Sole Bookrunner"), with its principal office at 399 Park Avenue, 22nd Floor, New York, NY 10022; and
AURELIUS GLOBAL MEDIA GROUP PLC, a public limited company incorporated under the laws of England and Wales, Companies House No. 10458329 (the "Issuer" or the "Company"), with its principal executive offices at 45 Broadwick Street, London W1F 9BN, United Kingdom.
Each of the Selling Shareholder, the Underwriter, and the Issuer is referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS:
A. The Issuer has filed a shelf registration statement on Form F-3 (File No. 333-278415) with the U.S. Securities and Exchange Commission (the "SEC"), which registration statement was initially filed on August 29, 2025 and was declared effective on September 22, 2025 (as amended and supplemented from time to time, the "Registration Statement"), with a total shelf capacity of $1,500,000,000 at the time of filing. Prior takedowns aggregating $750,000,000 have been completed under the Registration Statement, consisting of a primary offering of ordinary shares and debt securities closed in November 2025, leaving remaining shelf capacity of $750,000,000 prior to the offering contemplated hereby.
B. The Selling Shareholder currently holds 4,250,000 ordinary shares of the Issuer, par value £0.10 per share (the "Ordinary Shares"), representing approximately 4.49% of the 94,600,000 Ordinary Shares outstanding as of December 31, 2025, and desires to sell 1,500,000 of such Ordinary Shares (the "Shares") in a registered block secondary offering pursuant to a shelf takedown under the Registration Statement.
C. The Selling Shareholder originally acquired its Ordinary Shares through a Series C preferred equity investment of £18,000,000 in the Issuer completed in 2017. Such Series C preferred shares automatically converted into Ordinary Shares upon the consummation of the Issuer's initial public offering on the Nasdaq Global Select Market in 2021.
D. The Selling Shareholder has demand registration rights under that certain Registration Rights Agreement dated as of June 14, 2021 (the "Registration Rights Agreement" or "RRA"), by and between the Issuer and the Selling Shareholder, and the offering contemplated hereby constitutes demand registration number two (2) of three (3) permitted demand registrations under Section 2.2 thereof.
E. The Underwriter desires to purchase the Shares from the Selling Shareholder on a firm-commitment basis, for its own account, and to reoffer such Shares to the public at the Public Offering Price (as defined herein).
F. The Issuer is facilitating this offering and providing customary issuer support, including the filing of a prospectus supplement and the delivery of officer certificates, legal opinions, and comfort letters, pursuant to its cooperation and support obligations under the RRA.
G. A prospectus supplement describing the terms of the offering (the "Prospectus Supplement") will be prepared and 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.
H. The Issuer will receive no proceeds whatsoever from this offering. The entire net proceeds from the sale of the Shares will be received by the Selling Shareholder.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
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 ascribed to them elsewhere in this Agreement.
"Aggregate Deal Value" means an amount equal to the product of (i) 1,500,000 Shares and (ii) the Public Offering Price of $32.00 per Share, which equals $48,000,000 in the aggregate.
"Block Trade" means the firm-commitment purchase of the Shares by the Underwriter from the Selling Shareholder pursuant to this Agreement, for reoffer to the public at the Public Offering Price.
"Business Day" means any day other than a Saturday, Sunday, or any day on which banking institutions in New York, New York are authorized or obligated by law or executive order to close.
"Closing Date" means March 16, 2026, or such other date as the Parties may mutually agree in writing. The Closing Date is T+2 from the Pricing Date.
"Company" or "Issuer" means Aurelius Global Media Group PLC, a public limited company incorporated under the laws of England and Wales, Companies House No. 10458329.
"CUSIP" means G0583R 107, the Committee on Uniform Securities Identification Procedures number assigned to the Ordinary Shares.
"DTC" means The Depository Trust Company, a registered clearing agency organized under the laws of the State of New York.
"Effective Date" means September 22, 2025, being the date on which the Registration Statement was declared effective by the SEC.
"Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
"Form 20-F" means the Issuer's annual report on Form 20-F for the fiscal year ended December 31, 2025, filed with the SEC on February 28, 2026.
"General Disclosure Package" means, collectively, (i) the base prospectus included in the Registration Statement, (ii) the Prospectus Supplement, (iii) any free writing prospectuses (as defined in Rule 405 under the Securities Act) used in connection with the offering, and (iv) the pricing information set forth on Schedule I hereto.
"Independent Auditor" means Pemberton & Associates LLP, the Issuer's independent registered public accounting firm within the meaning of the Securities Act and the rules of the Public Company Accounting Oversight Board (the "PCAOB").
"ISIN" means GB00BKZM4P19, the International Securities Identification Number assigned to the Ordinary Shares.
"Lock-Up Period" means the period of 60 calendar days commencing on the Closing Date and ending on May 15, 2026, during which the Selling Shareholder is subject to the transfer restrictions set forth in Section 6.6 hereof and in the Lock-Up Agreement.
"Material Adverse Effect" means any change, event, development, occurrence, condition, or effect that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on (i) the business, properties, assets, financial condition, results of operations, or prospects of the Issuer and its subsidiaries, taken as a whole, or (ii) the ability of the Issuer to perform its obligations under this Agreement; provided, however, that none of the following shall be deemed to constitute, or be taken into account in determining whether there has been, a Material Adverse Effect: (a) changes in general economic or political conditions or the financial, credit, or securities markets generally; (b) changes affecting the industries in which the Issuer operates generally; (c) changes in applicable laws, rules, or regulations or the interpretation thereof; (d) changes in IFRS or other applicable accounting standards; or (e) the announcement or pendency of the transactions contemplated by this Agreement; in each case of clauses (a) through (d), to the extent such changes do not disproportionately affect the Issuer and its subsidiaries relative to other companies operating in the same industries and jurisdictions.
"Nasdaq" means the Nasdaq Global Select Market, a national securities exchange registered with the SEC.
"Net Proceeds" means the aggregate net proceeds to the Selling Shareholder from the sale of the Shares, equal to $47,280,000, calculated as $48,000,000 (the Aggregate Deal Value) minus $720,000 (the aggregate Underwriting discount).
"Net Price to Selling Shareholder" means $31.52 per Share, which is the Public Offering Price of $32.00 per Share minus the Underwriting discount of $0.48 per Share.
"Ordinary Shares" means the ordinary shares of the Issuer, par value £0.10 per share.
"Pricing Date" means March 12, 2026, the date on which the Public Offering Price and the Underwriting discount were agreed upon by the Selling Shareholder and the Underwriter.
"Prospectus Supplement" means the prospectus supplement relating to the offering of the Shares to be filed with the SEC pursuant to Rule 424(b)(7) under the Securities Act.
"Public Offering Price" means $32.00 per Share, the price at which the Underwriter intends to reoffer the Shares to the public.
"Registration Rights Agreement" or "RRA" means the Registration Rights Agreement dated as of June 14, 2021, by and between the Issuer and the Selling Shareholder, as may be amended, supplemented, or modified from time to time.
"Registration Statement" means the Issuer's shelf registration statement on Form F-3 (File No. 333-278415), as amended from time to time, including any documents incorporated by reference therein.
"Remaining Shares" means the 2,750,000 Ordinary Shares retained by the Selling Shareholder following the consummation of the offering contemplated hereby.
"SEC" means the U.S. Securities and Exchange Commission.
"Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
"Selling Shareholder" means Crestwood Venture Partners III, L.P., a Delaware limited partnership, acting by and through its general partner, Crestwood Capital Management LLC, a Delaware limited liability company.
"Shares" means the 1,500,000 Ordinary Shares of the Issuer to be sold by the Selling Shareholder to the Underwriter pursuant to this Agreement.
"Transfer Agent" means Continental Hollowell Asset Advisors, the duly appointed transfer agent and registrar for the Ordinary Shares, located at 17 Ashbury Asset Advisors, New York, NY 10004.
"Underwriter" means Meridian Zanthor & Co., an investment bank and broker-dealer organized under the laws of the State of New York.
"Underwriting discount" means $0.48 per Share, representing 1.5% of the Public Offering Price, totaling $720,000 in the aggregate for the 1,500,000 Shares.
ARTICLE II — SALE AND PURCHASE OF SHARES
Section 2.1 — Agreement to Sell and Purchase
Subject to the terms and conditions set forth in this Agreement, the Selling Shareholder hereby agrees to sell, and the Underwriter hereby agrees to purchase from the Selling Shareholder, 1,500,000 Ordinary Shares of the Issuer at a purchase price of $31.52 per Share (the "Net Price to Selling Shareholder"), which is equal to the Public Offering Price of $32.00 per Share less the Underwriting discount of $0.48 per Share.
The aggregate purchase price payable by the Underwriter to the Selling Shareholder at the Closing shall be $47,280,000, calculated as the product of 1,500,000 Shares multiplied by the Net Price to Selling Shareholder of $31.52 per Share. The obligation of the Underwriter to purchase the Shares from the Selling Shareholder is a firm commitment, and the Underwriter shall not be entitled to purchase fewer than all of the Shares, except as otherwise provided in Article IX hereof.
The Underwriter intends to reoffer the Shares to the public at the Public Offering Price of $32.00 per Share. The Underwriter may, in its sole discretion, offer the Shares at prices different from the Public Offering Price in negotiated transactions or otherwise, subject to applicable securities laws and regulations.
Section 2.2 — No Overallotment Option
The Selling Shareholder does not grant, and the Underwriter does not receive, any overallotment option, greenshoe option, or any other option to purchase additional shares from the Selling Shareholder or any other person in connection with this offering.
Section 2.3 — No Issuer Proceeds
The Issuer is not selling any Ordinary Shares or other securities in connection with this offering. The Issuer will not receive any portion of the proceeds from the sale of the Shares by the Selling Shareholder. All proceeds from the sale of the Shares, net of the Underwriting discount and the Selling Shareholder's own expenses, shall be paid to the Selling Shareholder.
Section 2.4 — Closing and Settlement
(a) The closing of the purchase and sale of the Shares (the "Closing") shall take place on March 16, 2026 (the "Closing Date"), which is T+2 from the Pricing Date, at the offices of Calderwood & Harkness LLP, One Liberty Plaza, 50th Floor, New York, NY 10006, or remotely via the exchange of documents and electronic confirmation of DTC settlement, as may be agreed by the Parties.
(b) Delivery of Shares. Delivery of the Shares shall be made via book-entry transfer through the facilities of DTC on the Closing Date, from the Selling Shareholder's DTC participant account (or the DTC participant account of the Selling Shareholder's custodian or nominee) to the Underwriter's DTC participant account, free of any legend, restriction, stop-transfer order, or other limitation on transfer. The Shares, upon delivery, shall be in good deliverable form and shall be freely tradable on the Nasdaq Global Select Market.
(c) Payment. Payment of the aggregate purchase price of $47,280,000 shall be made by the Underwriter to the Selling Shareholder by wire transfer of immediately available funds in United States dollars to a bank account designated by the Selling Shareholder in a wire instruction letter delivered to the Underwriter not later than one Business Day prior to the Closing Date. Such payment shall be made simultaneously with, and conditioned upon, the delivery of the Shares through DTC.
(d) Transfer Agent Cooperation. The Issuer shall cause its Transfer Agent, Continental Hollowell Asset Advisors (17 Ashbury Asset Advisors, New York, NY 10004; Attention: Lisa Harmon, Vice President, Corporate Actions), to cooperate with the Selling Shareholder and the Underwriter and to take all actions necessary to facilitate the book-entry delivery of the Shares on the Closing Date, including the removal of any restrictive legends, if applicable, and the confirmation of DTC eligibility.
Section 2.5 — Underwriting discount and Expenses
(a) Underwriting discount. The Underwriting discount shall be $0.48 per Share, representing 1.5% of the Public Offering Price of $32.00 per Share. The aggregate Underwriting discount for the 1,500,000 Shares shall be $720,000. The Underwriting discount shall be borne solely by the Selling Shareholder and shall be deducted from the gross proceeds otherwise payable to the Selling Shareholder at the Closing. For the avoidance of doubt, the Net Price to Selling Shareholder of $31.52 per Share already reflects the deduction of the Underwriting discount.
(b) Issuer Expenses. The Issuer shall bear its own costs and expenses incurred in connection with the offering, as required by Section 2.2 of the RRA. Such costs and expenses include, without limitation, the following:
(i) SEC filing fees associated with the Prospectus Supplement filing: $5,246;
(ii) Printing, typesetting, and EDGAR filing expenses: $8,500 (estimated);
(iii) Pemberton & Associates LLP comfort letter fee: $35,000;
(iv) Continental Hollowell Asset Advisors transfer agent fees: $2,750;
(v) Calderwood & Harkness LLP legal fees for services rendered to the Issuer in connection with this offering: capped at $175,000 plus reasonable out-of-pocket disbursements, pursuant to the engagement letter between the Issuer and Calderwood & Harkness LLP;
(vi) Blue sky and state securities compliance expenses: $0 (not applicable, as the Ordinary Shares are listed on Nasdaq and constitute "covered securities" under Section 18 of the Securities Act); and
(vii) Estimated total Issuer expenses: $226,496.
(c) Selling Shareholder Expenses. The Selling Shareholder shall bear the Underwriting discount of $720,000 (as described in Section 2.5(a) above) and its own legal counsel fees, including fees payable to Whitford & Dane LLP (100 Federal Street, Suite 2800, Boston, MA 02110), estimated at $60,000.
(d) Underwriter Expenses. The Underwriter shall bear its own expenses, including legal fees payable to Hargreaves Finch LLP.
ARTICLE III — REPRESENTATIONS AND WARRANTIES OF THE ISSUER
The Issuer hereby represents and warrants to the Underwriter and the Selling Shareholder, as of the date hereof and as of the Closing Date (unless a representation or warranty speaks as of a specific date, in which case such representation or warranty shall be true and correct as of such date), as follows:
Section 3.1 — Organization and Good Standing
The Issuer is a public limited company duly incorporated, validly existing, and in good standing under the laws of England and Wales, with Companies House No. 10458329. The Issuer has all requisite corporate power and authority to own, lease, and operate its properties and assets, to conduct its business as presently conducted and as described in the Registration Statement and the Prospectus Supplement, and to execute, deliver, and perform its obligations under this Agreement. The Issuer is duly qualified to do business and is in good standing in each jurisdiction in which the ownership or leasing of its properties or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The principal executive offices of the Issuer are located at 45 Broadwick Street, London W1F 9BN, United Kingdom.
Section 3.2 — Capitalization
As of December 31, 2025, the authorized share capital of the Issuer consisted of ordinary shares and such other classes of shares as set forth in the Issuer's articles of association, and the Issuer had 94,600,000 Ordinary Shares issued and outstanding, par value £0.10 per share. All outstanding Ordinary Shares have been validly issued, are fully paid, and are non-assessable (as such term is understood under applicable law). Following the consummation of the offering contemplated by this Agreement, the total number of Ordinary Shares outstanding will remain 94,600,000, as no new Ordinary Shares are being issued in connection with this offering. The Ordinary Shares are listed and traded on the Nasdaq Global Select Market under the ticker symbol "AGMG." Based on the 30-day volume-weighted average price of approximately $32.05, the approximate market capitalization of the Issuer is $3.03 billion. Except as disclosed in the Registration Statement and the documents incorporated by reference therein, there are no outstanding options, warrants, rights, agreements, or commitments obligating the Issuer to issue additional Ordinary Shares or other equity securities.
Section 3.3 — Authorization
The execution, delivery, and performance by the Issuer of this Agreement, and the consummation of the transactions contemplated hereby (including the filing of the Prospectus Supplement, the delivery of officer certificates and legal opinions, and the facilitation of the transfer of the Shares), have been duly authorized by all necessary corporate action on the part of the Issuer. No further approval, authorization, or consent of any shareholder, board of directors, or other corporate body of the Issuer is required in connection herewith. This Agreement has been duly executed and delivered by the Issuer and constitutes the legal, valid, and binding obligation of the Issuer, enforceable against the Issuer in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and similar laws affecting creditors' rights generally and to general principles of equity.
Section 3.4 — Registration Statement and Prospectus
The Registration Statement on Form F-3 (File No. 333-278415) was filed with the SEC on August 29, 2025 and was declared effective by the SEC on September 22, 2025. The total shelf capacity registered pursuant to the Registration Statement at the time of filing was $1,500,000,000. Prior to the offering contemplated hereby, takedowns aggregating $750,000,000 were completed under the Registration Statement in November 2025 (consisting of a primary offering of Ordinary Shares and debt securities), leaving remaining shelf capacity of $750,000,000. Following the completion of the offering contemplated hereby (which involves the sale of Shares with an aggregate Public Offering Price of $48,000,000), the remaining shelf capacity under the Registration Statement will be approximately $702,000,000.
The Prospectus Supplement will be filed with the SEC pursuant to Rule 424(b)(7) under the Securities Act on or before March 13, 2026. At the time the Registration Statement became effective, the Registration Statement (including all documents incorporated by reference therein) did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the date of the Prospectus Supplement and as of the Closing Date, the Prospectus Supplement (together with the base prospectus included in the Registration Statement and all documents incorporated by reference therein) will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The foregoing representations do not apply to statements or omissions made in reliance upon and in conformity with information furnished in writing by or on behalf of the Selling Shareholder or the Underwriter expressly for use in the Registration Statement or the Prospectus Supplement.
Section 3.5 — No Stop Orders
No stop order suspending the effectiveness of the Registration Statement has been issued by the SEC, and no proceedings for that purpose have been instituted or, to the knowledge of the Issuer, are threatened by the SEC. The Issuer has not received any notification from the SEC with respect to any comments on, or requests for additional information regarding, the Registration Statement that remain unresolved.
Section 3.6 — SEC Filings and Financial Statements
The Issuer has timely filed all reports, schedules, forms, statements, and other documents required to be filed by it with the SEC since the Effective Date, including the annual report on Form 20-F for the fiscal year ended December 31, 2025, which was filed with the SEC on February 28, 2026. The Issuer's Central Index Key (CIK) number is 0001923487, and its Employer Identification Number (EIN) is 98-1437625. Each of the Issuer's SEC filings, at the time of filing (or, if amended or superseded by a filing prior to the date hereof, at the time of such subsequent filing), complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and the rules and regulations promulgated thereunder. The financial statements of the Issuer (including all related notes and schedules) incorporated by reference in the Registration Statement and the Prospectus Supplement (i) have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board, applied on a consistent basis throughout the periods involved (except as otherwise noted therein), (ii) comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, and (iii) fairly present in all material respects the financial condition, results of operations, and cash flows of the Issuer and its consolidated subsidiaries as of the respective dates and for the respective periods indicated. For the fiscal year ended December 31, 2025, the Issuer reported revenue of $1,870,000,000, Adjusted EBITDA of $312,000,000, and net income of $147,000,000.
Section 3.7 — Independent Auditor
Pemberton & Associates LLP (engagement partner: David Kingsley, CPA) is, and during the periods covered by its audit reports included or incorporated by reference in the Registration Statement and the Prospectus Supplement was, an independent registered public accounting firm with respect to the Issuer within the meaning of the Securities Act and the applicable rules and regulations adopted by the SEC and the PCAOB. Pemberton & Associates LLP has not resigned or been dismissed as the Issuer's independent auditor, and no such resignation or dismissal is contemplated.
Section 3.8 — No Material Adverse Change
Since December 31, 2025 (the date of the most recent financial statements included in the Form 20-F), there has been no Material Adverse Effect on the Issuer, and no event or development has occurred that, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect, except as otherwise disclosed in the Registration Statement, the Prospectus Supplement, or the documents incorporated by reference therein.
Section 3.9 — No Undisclosed Liabilities or Litigation
There are no material liabilities or obligations (whether absolute, accrued, contingent, or otherwise) of the Issuer or any of its subsidiaries of a type required to be disclosed in the financial statements in accordance with IFRS that are not disclosed in the Registration Statement, the Prospectus Supplement, or the documents incorporated by reference therein. No material litigation, arbitration, or regulatory proceeding is pending or, to the knowledge of the Issuer, threatened against the Issuer or any of its subsidiaries, directors, or officers, in their capacities as such, before any court, arbitrator, or governmental agency or authority that, if adversely determined, would reasonably be expected to have a Material Adverse Effect or would materially and adversely affect the ability of the Issuer to perform its obligations under this Agreement.
Section 3.10 — Foreign Private Issuer Status
The Issuer qualifies as a "foreign private issuer" as defined in Rule 405 under the Securities Act and Rule 3b-4 under the Exchange Act. The Issuer is eligible to use Form F-3 for the registration of the Shares, and the Issuer meets all requirements for the use of Form F-3 set forth in General Instruction I.A and I.B of such form.
Section 3.11 — Compliance with Laws
The Issuer and each of its subsidiaries are, and since January 1, 2023 have been, in compliance in all material respects with all applicable laws, statutes, rules, regulations, orders, judgments, decrees, and directives of any governmental authority having jurisdiction over them or their respective properties, assets, or operations, including, without limitation, applicable securities laws, tax laws, anti-corruption laws (including the UK Bribery Act 2010 and the U.S. Foreign Corrupt Practices Act), data privacy laws (including the UK Data Protection Act 2018 and the EU General Data Protection Regulation), and sanctions and export control laws and regulations. Neither the Issuer nor any of its subsidiaries has received any written notice of any material violation of any such laws, regulations, or orders.
Section 3.12 — No MNPI
As of the date of this Agreement, there exists no material non-public information concerning the Issuer or its subsidiaries that is not reflected in the Registration Statement, the Prospectus Supplement, and the documents incorporated by reference therein. Without limiting the foregoing, the Issuer's financial results for the fourth quarter and full fiscal year ended December 31, 2025 were publicly released via press release on February 27, 2026, and the annual report on Form 20-F for the fiscal year ended December 31, 2025 was filed with the SEC on February 28, 2026. All material information regarding the Issuer's business, financial condition, results of operations, and prospects has been publicly disclosed.
Section 3.13 — D&O Insurance
The Issuer maintains directors' and officers' liability insurance with Northgate Indemnity Corp. (Policy No. NGI-DO-2025-08841), with aggregate coverage limits and terms that are adequate and customary for companies of similar size and in similar industries. Such insurance policies are in full force and effect, all premiums due thereon have been paid, and no claims are pending thereunder that would reasonably be expected to result in the exhaustion or material impairment of available coverage.
Section 3.14 — Transfer Agent
Continental Hollowell Asset Advisors has been duly appointed as the transfer agent and registrar for the Ordinary Shares and is duly registered as a transfer agent with the SEC. The Transfer Agent's principal office is located at 17 Ashbury Asset Advisors, New York, NY 10004 (Attention: Lisa Harmon, Vice President, Corporate Actions).
Section 3.15 — Listing
The Ordinary Shares are listed and admitted for trading on the Nasdaq Global Select Market under the ticker symbol "AGMG." The Issuer is in compliance with all applicable listing standards and requirements of the Nasdaq Global Select Market. No delisting proceedings have been initiated or are pending or, to the knowledge of the Issuer, threatened with respect to the Ordinary Shares. The Issuer has not received any notice from Nasdaq indicating that the Ordinary Shares are subject to delisting or that the Issuer is not in compliance with Nasdaq listing requirements.
Section 3.16 — No Stabilization or Manipulation
Neither the Issuer nor any of its affiliates has taken, and the Issuer will not take, directly or indirectly, any action designed, or that would reasonably be expected, to cause or result in the stabilization or manipulation of the price of the Ordinary Shares, or any other security of the Issuer, in violation of the Securities Act, the Exchange Act, or any other applicable law. The Issuer has not effected any purchases or sales of Ordinary Shares during the restricted period (as defined in Regulation M under the Exchange Act) that would violate or be inconsistent with Regulation M.
Section 3.17 — Cooperation Obligations
The Issuer acknowledges and confirms its obligations to cooperate with the Selling Shareholder in connection with the offering of the Shares pursuant to Section 2.2 of the RRA, including, without limitation, (i) the preparation and filing of the Prospectus Supplement, (ii) the delivery of customary closing certificates signed by the Issuer's Chief Executive Officer and Chief Financial Officer, (iii) the delivery of legal opinions and negative assurance letters from the Issuer's counsel, Calderwood & Harkness LLP, (iv) instructing the Independent Auditor, Pemberton & Associates LLP, to deliver initial and bring-down comfort letters to the Underwriter, and (v) instructing the Transfer Agent to facilitate the book-entry transfer of the Shares through DTC. The Issuer confirms that it has fulfilled or will fulfill all such obligations in a timely manner.
ARTICLE IV — REPRESENTATIONS AND WARRANTIES OF THE SELLING SHAREHOLDER
The Selling Shareholder hereby represents and warrants to the Underwriter and the Issuer, as of the date hereof and as of the Closing Date (unless a representation or warranty speaks as of a specific date, in which case such representation or warranty shall be true and correct as of such date), as follows:
Section 4.1 — Organization and Authority
Crestwood Venture Partners III, L.P. is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware. Crestwood Capital Management LLC, a Delaware limited liability company, is the sole general partner of the Selling Shareholder and has the full right, power, and authority, on behalf of and in the name of the Selling Shareholder, to execute, deliver, and perform this Agreement and to consummate the transactions contemplated hereby. No limited partner consent or other approval is required under the Selling Shareholder's partnership agreement in connection with the transactions contemplated by this Agreement.
Section 4.2 — Title to Shares
The Selling Shareholder is the record and beneficial owner of 4,250,000 Ordinary Shares of the Issuer, representing approximately 4.49% of the 94,600,000 Ordinary Shares outstanding as of December 31, 2025. Such Ordinary Shares are owned by the Selling Shareholder free and clear of all liens, pledges, security interests, charges, claims, encumbrances, equities, or restrictions of any kind, other than restrictions arising under (i) the RRA, (ii) this Agreement, (iii) the Lock-Up Agreement to be executed concurrently herewith, and (iv) applicable securities laws. The Selling Shareholder's Employer Identification Number (EIN) is 84-3291056. The principal address of the Selling Shareholder is 200 Clarendon Street, Suite 3100, Boston, MA 02116.
Section 4.3 — Power and Authority to Sell
The Selling Shareholder has the legal right, power, and authority to sell, assign, transfer, and deliver the 1,500,000 Shares to the Underwriter pursuant to this Agreement. Upon the delivery of the Shares through DTC and the payment of the aggregate purchase price by the Underwriter, the Underwriter will acquire good and valid title to the Shares, free and clear of all liens, pledges, security interests, charges, claims, encumbrances, equities, or restrictions of any kind (other than restrictions imposed by the Underwriter or any subsequent transferee).
Section 4.4 — Authorization of Agreement
The execution, delivery, and performance of this Agreement by the Selling Shareholder have been duly authorized by all necessary partnership action on the part of the Selling Shareholder, including all required approvals of Crestwood Capital Management LLC, as general partner. This Agreement has been duly executed and delivered by the Selling Shareholder and constitutes the legal, valid, and binding obligation of the Selling Shareholder, enforceable against the Selling Shareholder in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and similar laws affecting creditors' rights generally and to general principles of equity.
Section 4.5 — No Conflicts
The execution, delivery, and performance of this Agreement by the Selling Shareholder, and the consummation of the transactions contemplated hereby (including the sale and delivery of the Shares), do not and will not (i) violate, conflict with, or result in a breach of or default under any provision of the Selling Shareholder's certificate of limited partnership, amended and restated agreement of limited partnership, or any organizational document of Crestwood Capital Management LLC, (ii) violate any applicable law, rule, regulation, order, judgment, or decree of any court or governmental authority, or (iii) result in a breach of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, or acceleration of any obligation under, any material agreement, contract, instrument, license, or permit to which the Selling Shareholder is a party or by which the Selling Shareholder or its assets are bound.
Section 4.6 — Selling Shareholder Information
All information furnished by the Selling Shareholder in writing to the Issuer or the Underwriter specifically for inclusion in the Prospectus Supplement, including, without limitation, the information set forth in the Selling Shareholder Questionnaire delivered by the Selling Shareholder (including the information regarding the Selling Shareholder's identity, beneficial ownership, pre-offering and post-offering holdings, and material relationships with the Issuer) (collectively, the "Selling Shareholder Information"), is and will be true, correct, and complete in all material respects as of the date of this Agreement and as of the Closing Date, and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As set forth in the Selling Shareholder Questionnaire: the Selling Shareholder holds 4,250,000 Ordinary Shares (approximately 4.49% of shares outstanding) prior to the offering and will hold 2,750,000 Ordinary Shares (approximately 2.91% of shares outstanding) following the consummation of the offering.
Section 4.7 — Registration Rights
The Selling Shareholder confirms that the offering contemplated by this Agreement constitutes demand registration number two (2) of three (3) demand registrations permitted to the Selling Shareholder under Section 2.2 of the RRA dated June 14, 2021. The Selling Shareholder has complied with all conditions and requirements under the RRA applicable to the exercise of demand registration rights, including applicable notice requirements.
Section 4.8 — No Stabilization or Manipulation
Neither the Selling Shareholder nor any of its affiliates has taken, and the Selling Shareholder will not take, directly or indirectly, any action designed, or that would reasonably be expected, to cause or result in the stabilization or manipulation of the price of the Ordinary Shares in violation of the Securities Act, the Exchange Act, or any other applicable law.
Section 4.9 — FINRA Matters
To the knowledge of the Selling Shareholder, no person affiliated with a member firm of the Financial Industry Regulatory Authority ("FINRA") holds any direct or indirect interest in the Selling Shareholder. The Selling Shareholder is not itself a member of or affiliated with FINRA or any FINRA member firm.
ARTICLE V — REPRESENTATIONS AND WARRANTIES OF THE UNDERWRITER
The Underwriter hereby represents and warrants to the Issuer and the Selling Shareholder, as of the date hereof and as of the Closing Date, as follows:
Section 5.1 — Organization
Meridian Zanthor & Co. is duly organized, validly existing, and in good standing under the laws of the State of New York. The Underwriter is a registered broker-dealer under the Exchange Act and is a member in good standing of FINRA. The Underwriter has all requisite corporate power and authority to execute, deliver, and perform this Agreement and to consummate the transactions contemplated hereby, including the purchase of the Shares and the reoffer thereof to the public.
Section 5.2 — Authorization
The execution, delivery, and performance by the Underwriter of this Agreement have been duly authorized by all necessary corporate action on the part of the Underwriter. This Agreement has been duly executed and delivered by the Underwriter and constitutes the legal, valid, and binding obligation of the Underwriter, enforceable against the Underwriter in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and similar laws affecting creditors' rights generally and to general principles of equity.
Section 5.3 — Compliance with Regulation M
The Underwriter will comply in all respects with Regulation M under the Exchange Act in connection with the distribution of the Shares. The Underwriter has not engaged in, and will not engage in, any activity that would constitute a violation of Regulation M in connection with the offering. The Underwriter acknowledges that no stabilization or overallotment activities are permitted in connection with this offering.
Section 5.4 — Wall-Crossing
The Underwriter represents and warrants that all wall-crossing activities conducted during the period from March 10, 2026 through March 11, 2026 (the "Wall-Cross Period") in connection with the offering contemplated hereby were conducted in compliance with all applicable securities laws and regulations, including, without limitation, Regulation FD promulgated under the Exchange Act. During the Wall-Cross Period, all investors contacted by the Underwriter were subject to appropriate confidentiality and standstill obligations, and all such investors were "cleansed" of any material non-public information prior to the public announcement of the offering and the pricing thereof. The Underwriter has maintained appropriate records of all wall-crossing activities, including the identity of all persons wall-crossed, the information conveyed, and the time and manner of cleansing.
ARTICLE VI — COVENANTS
Section 6.1 — Prospectus Supplement Filing
The Issuer covenants and agrees that it shall prepare and file the Prospectus Supplement with the SEC pursuant to Rule 424(b)(7) under the Securities Act no later than March 13, 2026. The Prospectus Supplement shall be in a form reasonably satisfactory to the Underwriter and the Selling Shareholder, and shall contain all information required by the Securities Act and the rules and regulations promulgated thereunder. Prior to filing the Prospectus Supplement, the Issuer shall furnish a copy thereof to the Underwriter and the Selling Shareholder (and their respective counsel) for review and comment.
Section 6.2 — No Amendments without Consent
The Issuer shall not file any amendment or supplement to the Registration Statement or the Prospectus Supplement without the prior written consent of the Underwriter and the Selling Shareholder, such consent not to be unreasonably withheld, conditioned, or delayed; provided, however, that the foregoing shall not apply to the filing of the Issuer's periodic reports under the Exchange Act (including Forms 20-F and 6-K) that are automatically incorporated by reference into the Registration Statement, so long as such filings do not contain any material changes to the information previously disclosed that would reasonably be expected to affect the offering.
Section 6.3 — Notification of Stop Orders
The Issuer shall promptly notify the Underwriter and the Selling Shareholder (by telephone, promptly confirmed in writing) of (i) the issuance or threatened issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement, (ii) any proceedings initiated or threatened for that purpose, (iii) the receipt of any comments from the SEC relating to the Registration Statement or the Prospectus Supplement, or (iv) any request by the SEC for amendments or supplements to the Registration Statement or the Prospectus Supplement or for additional information with respect thereto. If a stop order is issued, the Issuer shall use its reasonable best efforts to obtain the withdrawal of such stop order at the earliest practicable time.
Section 6.4 — Delivery of Comfort Letters
The Issuer shall cause Pemberton & Associates LLP (Engagement Partner: David Kingsley, CPA) to deliver the following comfort letters in accordance with Statement on Auditing Standards No. 72, as amended ("SAS 72"), and in form and substance satisfactory to the Underwriter:
(a) An initial comfort letter dated as of the Pricing Date (March 12, 2026), addressed to Meridian Zanthor & Co., covering (i) the financial statements and financial data included in or incorporated by reference into the Prospectus Supplement and the Registration Statement (including the Form 20-F for the fiscal year ended December 31, 2025), (ii) certain financial information derived from the accounting records of the Issuer, and (iii) such other matters as are customarily covered in comfort letters in connection with registered secondary offerings of this type.
(b) A bring-down comfort letter dated as of the Closing Date (March 16, 2026), addressed to Meridian Zanthor & Co., confirming, as of a date not more than three Business Days prior to the Closing Date, the statements made in the initial comfort letter and containing no adverse changes from the information set forth in the initial comfort letter.
Section 6.5 — Transfer Agent Instructions
The Issuer shall, on or prior to the Closing Date, deliver irrevocable instructions to Continental Hollowell Asset Advisors (17 Ashbury Asset Advisors, New York, NY 10004; Attention: Lisa Harmon, Vice President, Corporate Actions), in form and substance reasonably satisfactory to the Underwriter, to effect the transfer of the 1,500,000 Shares from the Selling Shareholder's DTC participant account (or the DTC participant account of the Selling Shareholder's custodian or nominee) to the Underwriter's DTC participant account on the Closing Date, free of any restrictive legend, stop-transfer instruction, or other limitation. The Issuer shall cause the Transfer Agent to confirm in writing to the Underwriter that such instructions have been received and will be carried out on the Closing Date.
Section 6.6 — Lock-Up of Selling Shareholder
(a) The Selling Shareholder covenants and agrees that, during the period commencing on the Closing Date (March 16, 2026) and ending on the date that is 60 calendar days after the Closing Date (May 15, 2026) (the "Lock-Up Period"), the Selling Shareholder shall not, without the prior written consent of the Underwriter (which consent may be granted or withheld in the Underwriter's sole discretion), directly or indirectly:
(i) offer, sell, contract to sell, pledge, hypothecate, grant any option to purchase, make any short sale of, or otherwise dispose of or transfer any of the Remaining Shares (2,750,000 Ordinary Shares);
(ii) enter into any swap, hedge, or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Remaining Shares;
(iii) make any demand for, or exercise any right with respect to, the registration of the Remaining Shares under the Securities Act; or
(iv) publicly disclose the intention to do any of the foregoing.
(b) The foregoing restrictions shall be subject to the exceptions set forth in the Lock-Up Agreement executed concurrently herewith, including (without limitation) (i) transfers to affiliates of the Selling Shareholder that agree in writing to be bound by the terms of the Lock-Up Agreement, (ii) pledges of Remaining Shares under bona fide existing credit facilities (provided that such pledges are not incident to a disposition), and (iii) sales pursuant to a pre-existing trading plan established in accordance with Rule 10b5-1 under the Exchange Act (it being understood and acknowledged by the Parties that, as of the date hereof, no such Rule 10b5-1 trading plan is in effect with respect to the Selling Shareholder).
(c) The terms and conditions of the Lock-Up Agreement are set forth in detail in the separate Lock-Up Agreement executed concurrently herewith, a summary of which is attached as Schedule IV to this Agreement.
Section 6.7 — Blue Sky Compliance
The Parties acknowledge that no blue sky or state securities filings are required in connection with the offering, as the Shares are listed on the Nasdaq Global Select Market and constitute "covered securities" within the meaning of Section 18 of the Securities Act.
Section 6.8 — Listing
The Issuer shall use its reasonable best efforts to maintain the listing of the Ordinary Shares (including the Shares) on the Nasdaq Global Select Market and to comply with all applicable listing standards and requirements of Nasdaq. The Issuer shall promptly notify the Underwriter and the Selling Shareholder of any notice received from Nasdaq regarding the potential delisting of the Ordinary Shares or any failure to comply with Nasdaq listing requirements.
Section 6.9 — Use of Proceeds
This Section is not applicable. This offering is a secondary offering in which the Selling Shareholder is selling Shares for its own account, and the Issuer will receive no proceeds from the sale of the Shares. The Net Proceeds of $47,280,000 will be paid solely to the Selling Shareholder.
Section 6.10 — Post-Closing Cooperation
The Issuer and the Selling Shareholder shall, following the Closing, cooperate with the Underwriter in connection with any post-closing filings, documentation, or regulatory requirements arising from the offering, including, without limitation, any Form 144 filings (to the extent applicable to the Selling Shareholder), any amendment to the Selling Shareholder's Schedule 13D or Schedule 13G (to the extent required to reflect the reduction in the Selling Shareholder's beneficial ownership), and any other filing or action reasonably requested by the Underwriter in connection with the completion of the offering and compliance with applicable securities laws.
ARTICLE VII — CONDITIONS TO CLOSING
Section 7.1 — Conditions to the Underwriter's Obligations
The obligations of the Underwriter to purchase the Shares at the Closing are subject to the satisfaction (or waiver by the Underwriter in its sole discretion) of each of the following conditions on or prior to the Closing Date:
(a) 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. No order suspending the sale of the Shares in any jurisdiction shall have been issued, and no proceedings for that purpose shall have been initiated or threatened.
(b) Prospectus Supplement Filing. The Prospectus Supplement shall have been filed with the SEC pursuant to Rule 424(b)(7) under the Securities Act no later than March 13, 2026, and confirmation of such filing shall have been received by the Underwriter.
(c) Officer's Certificate. The Underwriter shall have received an officer's certificate, dated as of the Closing Date (March 16, 2026), signed by Marcus Halford, Chief Executive Officer, and Elena Marchetti, Chief Financial Officer, of the Issuer, in form and substance reasonably satisfactory to the Underwriter and its counsel, certifying that (i) the representations and warranties of the Issuer set forth in Article III hereof are true and correct in all material respects as of the Closing Date (or, to the extent such representations and warranties are qualified by materiality or Material Adverse Effect, true and correct in all respects), (ii) the Issuer has complied in all material respects with all covenants and agreements required to be performed by it under this Agreement on or prior to the Closing Date, and (iii) no event has occurred that would constitute a Material Adverse Effect.
(d) Legal Opinions and Negative Assurance Letters. The Underwriter shall have received:
(i) A corporate and validity opinion from Calderwood & Harkness LLP, counsel to the Issuer, dated as of the Closing Date and addressed to the Underwriter, covering such matters as are customary in offerings of this type, including the due incorporation and valid existence of the Issuer, the authorization and enforceability of this Agreement, the valid issuance of the Shares, compliance with the Securities Act and the Exchange Act, and the absence of conflicts with applicable law and the Issuer's organizational documents.
(ii) A 10b-5 negative assurance letter from Calderwood & Harkness LLP, counsel to the Issuer, dated as of the Closing Date and addressed to the Underwriter, to the effect that, based on such counsel's review and participation in the preparation of the Registration Statement and the Prospectus Supplement, nothing has come to such counsel's attention that causes it to believe that the Registration Statement, at the time it became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, 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 the light of the circumstances under which they were made, not misleading.
(iii) A 10b-5 negative assurance letter from Hargreaves Finch LLP, counsel to the Underwriter, dated as of the Closing Date, to the effect that, based on such counsel's review and participation in the preparation of the Registration Statement and the Prospectus Supplement, nothing has come to such counsel's attention that causes it to believe that the Registration Statement or the Prospectus Supplement contained or contains an untrue statement of a material fact or omitted or omits to state a material fact in the manner described above.
(e) Bring-Down Comfort Letter. The Underwriter shall have received the bring-down comfort letter from Pemberton & Associates LLP, dated as of the Closing Date (March 16, 2026), addressed to the Underwriter, confirming the statements made in the initial comfort letter delivered on the Pricing Date and containing no material adverse changes from the information set forth therein.
(f) Lock-Up Agreement. The Lock-Up Agreement shall have been duly executed and delivered by the Selling Shareholder in the form attached as Schedule IV hereto (or in such other form as is mutually agreed upon by the Parties), and such Lock-Up Agreement shall be in full force and effect.
(g) No Material Adverse Effect. No Material Adverse Effect shall have occurred or become known since December 31, 2025 (the date of the most recent financial statements incorporated by reference in the Prospectus Supplement), and no event shall have occurred that, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.
(h) No Material Litigation. No material litigation, proceeding, or investigation shall have been instituted or threatened against the Issuer, the Selling Shareholder, or any of their respective directors, officers, or affiliates that (i) challenges or seeks to prevent, enjoin, alter, or materially delay the consummation of any of the transactions contemplated by this Agreement, or (ii) would reasonably be expected to have a Material Adverse Effect.
(i) Listing. The Ordinary Shares (including the Shares) shall continue to be listed and admitted for trading on the Nasdaq Global Select Market, and no delisting proceedings shall have been initiated or threatened.
(j) Selling Shareholder Deliverables. The Selling Shareholder shall have delivered to the Underwriter a duly executed Selling Shareholder Questionnaire and Power of Attorney in form and substance reasonably satisfactory to the Underwriter and its counsel.
(k) Transfer Agent Instruction Letter. The Underwriter shall have received a copy of the irrevocable transfer agent instruction letter from the Issuer to Continental Fenmore Capital Management that the Transfer Agent has received instructions and will effect the book-entry transfer of the 1,500,000 Shares through DTC on the Closing Date.