1017-00001 · Client 1017 · Transaction Documents

issuer-support-cooperation-letter.docx DOCUMENT Capital Markets

9 / 12 ← → ✕

Contract analysis Extract to table

AURELIUS GLOBAL MEDIA GROUP PLC 45 Broadwick Street London W1F 9BN United Kingdom

Companies House No. (England & Wales): 10458329

March 5, 2026

Crestwood Venture Partners III, L.P.

Attention: Derek Calloway, Managing Partner

200 Clarendon Street, Suite 3100 Boston, MA 02116 United States of America

With a copy to:

Whitford & Dane LLP

Attention: Gregory Whitford

100 Federal Street, Suite 2800 Boston, MA 02110 United States of America

Re: Issuer Support and Cooperation in Connection with Registered Block Secondary Offering of Ordinary Shares of Aurelius Global Media Group PLC Pursuant to Section 2.2 of the Registration Rights Agreement dated June 14, 2021

Dear Mr. Calloway:

This letter (this "Letter") is delivered by Aurelius Global Media Group PLC, a public limited company incorporated and organized under the laws of England and Wales ("Aurelius" or the "Company"), to Crestwood Venture Partners III, L.P., a Delaware limited partnership (the "Selling Shareholder"), whose general partner is Crestwood Capital Management LLC, a Delaware limited liability company, in connection with the matters described herein. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Registration Rights Agreement (as defined below).

1. Recitals and Background

Reference is hereby made to that certain Registration Rights Agreement, dated as of June 14, 2021 (as may be amended, supplemented, or otherwise modified from time to time, the "RRA"), entered into by and among the Company and certain shareholders of the Company, including the Selling Shareholder, in connection with the Company's initial public offering of ordinary shares, which was consummated in June 2021. The RRA sets forth certain registration rights and related obligations of the Company with respect to the ordinary shares held by the shareholders party thereto, including the Selling Shareholder.

The Company hereby acknowledges that the Selling Shareholder, by letter dated on or about February 9, 2026, duly and properly exercised its demand registration rights under Section 2.2 of the RRA. The Company further acknowledges that this exercise constitutes the second demand registration (demand #2 of 3 permitted demands) available to the Selling Shareholder under Section 2.2 of the RRA, and that such demand was made in compliance with all applicable notice requirements and conditions set forth therein. By such demand, the Selling Shareholder requested the Company's cooperation in connection with a registered block secondary offering of certain of the Selling Shareholder's ordinary shares (the "Offering"), as described more fully below.

In connection with the Offering, the Selling Shareholder proposes to offer and sell 1,500,000 ordinary shares, par value £0.10 per share (CUSIP: G0583R 107; ISIN: GB00BKZM4P19), of the Company (the "Offered Shares"), which Offered Shares are currently listed on the Nasdaq Global Select Market under the ticker symbol "AGMG." The Offering is to be conducted as a registered block trade on a firm-commitment basis, with Meridian Zanthor & Co. ("Meridian Zanthor") acting as the sole bookrunner and underwriter. The terms of the underwriting arrangement will be set forth in a block trade agreement (the "Block Trade Agreement") to be entered into among the Selling Shareholder, Meridian Zanthor, and the Company. Pricing of the Offering is expected to occur following execution of the Block Trade Agreement, and closing of the Offering is anticipated to take place on a T+2 settlement basis following pricing.

The Company has an effective shelf registration statement on Form F-3 (File No. 333-278415, CIK 0001923487) (the "Registration Statement"), which was filed with the Securities and Exchange Commission (the "SEC") on August 29, 2025 and declared effective by the SEC on September 22, 2025. The Registration Statement registered the offer and sale of securities having an aggregate offering price of up to $1,500,000,000. Following a prior primary takedown by the Company in the amount of $750,000,000, which was consummated in November 2025, the remaining shelf capacity under the Registration Statement is approximately $750,000,000. The Offering will be effected as a shelf takedown under the Registration Statement, with a prospectus supplement (the "Prospectus Supplement") to be filed with the SEC pursuant to Rule 424(b)(7) under the Securities Act of 1933, as amended (the "Securities Act").

The Company is a foreign private issuer as defined in Rule 3b-4 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), incorporated and organized as a public limited company under the laws of England and Wales, with its principal and registered office at 45 Broadwick Street, London W1F 9BN, United Kingdom, registered at Companies House under company number 10458329.

As of December 31, 2025, the Company had 94,600,000 ordinary shares issued and outstanding. The Selling Shareholder currently holds 4,250,000 ordinary shares, representing approximately 4.49% of the Company's total issued and outstanding ordinary shares as of such date. Following the consummation of the Offering and the sale of the 1,500,000 Offered Shares, the Selling Shareholder will hold 2,750,000 ordinary shares, representing approximately 2.91% of the Company's total issued and outstanding ordinary shares. The Company will not issue any new ordinary shares in connection with the Offering, and the total number of ordinary shares outstanding will remain 94,600,000 following the closing of the Offering.

2. Confirmation of Cooperation Obligations

In accordance with the Company's obligations under Section 2.2 of the RRA, and in furtherance of the Offering, the Company hereby confirms that it will undertake the following cooperation and support activities. The Company acknowledges that the timely and complete performance of these obligations is a material condition to the successful completion of the Offering, and the Company will use its commercially reasonable efforts to cooperate fully and in good faith with the Selling Shareholder, Meridian Zanthor, and their respective counsel in connection therewith.

(a) Prospectus Supplement Filing

The Company will prepare and file, or cause its counsel, Calderwood & Harkness LLP ("Company Counsel"), to prepare and file, a Prospectus Supplement to the base prospectus forming part of the Registration Statement on Form F-3 (File No. 333-278415). The Prospectus Supplement will be filed with the SEC pursuant to Rule 424(b)(7) under the Securities Act within the time period required by such rule, which requires filing no later than the second business day following the date on which pricing of the Offering is determined.

The Prospectus Supplement will include all information required by applicable SEC rules, regulations, and guidance, including without limitation: (i) a description of the Offered Shares and the terms of the Offering; (ii) selling shareholder disclosure, including the identity of the Selling Shareholder, the number of ordinary shares beneficially owned by the Selling Shareholder before and after the Offering, and the number of ordinary shares being offered; (iii) a plan of distribution section describing the nature of the block trade and the role of Meridian Zanthor as sole bookrunner and underwriter; (iv) the public offering price, underwriting discount, and net proceeds to the Selling Shareholder; (v) any applicable risk factors; and (vi) such other information as may be required by the Securities Act, the rules and regulations of the SEC, and the Registration Statement.

The Company will incorporate by reference into the Prospectus Supplement 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 (the "2025 Form 20-F"), and all other documents filed or to be filed by the Company under Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act after the date of the base prospectus forming part of the Registration Statement and prior to the completion of the Offering, in each case to the extent permitted by and in accordance with the applicable rules and regulations of the SEC. The Company will ensure that all documents so incorporated by reference are current, accurate, and complete in all material respects as of the date of such incorporation.

(b) Closing Certificates and Officer's Certificates

The Company will cause its Chief Executive Officer, Marcus Halford, and its Chief Financial Officer, Elena Marchetti, to execute and deliver on the closing date of the Offering (the "Closing Date") an officer's certificate (the "Officer's Certificate") addressed to Meridian Zanthor and its counsel, Hargreaves Finch LLP ("Underwriter's Counsel"), in form and substance customary for transactions of this type. The Officer's Certificate shall certify as to the following matters, in each case as of the Closing Date:

(i) the accuracy and completeness of the Company's representations and warranties contained in the Block Trade Agreement, as of the date of the Block Trade Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent any such representations and warranties expressly relate to an earlier date, in which case as of such earlier date);

(ii) the Company's due and timely performance of all of its covenants and obligations under the Block Trade Agreement through and including the Closing Date;

(iii) the absence of any stop order suspending the effectiveness of the Registration Statement or any proceedings for that purpose having been initiated, threatened, or pending before the SEC, and the absence of any order preventing or suspending the use of the Prospectus Supplement or the base prospectus; and

(iv) 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 into the Registration Statement and the Prospectus Supplement, or, if not defined in the Block Trade Agreement, since December 31, 2025.

The Company will also deliver such other customary issuer closing certificates, documents, and instruments as Meridian Zanthor or Underwriter's Counsel may reasonably request in connection with the closing of the Offering, including without limitation a secretary's certificate certifying as to the Company's constitutional documents and relevant board resolutions.

The Company will cause Company Counsel, Calderwood & Harkness LLP (lead partner: Theodore Langston, One Liberty Plaza, 50th Floor, New York, NY 10006), to deliver on the Closing Date the following opinions and letters, each addressed to Meridian Zanthor and, to the extent customary, Underwriter's Counsel:

(i) A corporate and validity opinion letter (the "Corporate Opinion") opining, among other things, as to: (A) the due incorporation and valid existence of the Company under the laws of England and Wales; (B) the corporate authority and power of the Company to execute and deliver the Block Trade Agreement and to perform its obligations thereunder; (C) the due authorization of all corporate action on the part of the Company necessary for the execution, delivery, and performance of the Block Trade Agreement and the transactions contemplated thereby; (D) the valid issuance, fully paid and nonassessable status of the Offered Shares (to the extent applicable under the laws of England and Wales); (E) the absence of any conflict between the execution and delivery of the Block Trade Agreement and the Company's articles of association, memorandum of association, or any applicable law or order known to Company Counsel; and (F) such other matters as are customary for corporate opinion letters in registered secondary offerings by foreign private issuers.

(ii) A negative assurance letter (the "10b-5 Letter") addressed to Meridian Zanthor, providing customary negative assurance with respect to the Registration Statement, the base prospectus, and the Prospectus Supplement (including any documents incorporated by reference therein), to the effect that, based on Company Counsel's participation in the preparation of the Registration Statement and the Prospectus Supplement and their review of such documents and participation in due diligence discussions, nothing has come to Company Counsel's attention that causes Company Counsel to believe that the Registration Statement, as of its effective date or as of the Closing Date, contained or contains any untrue statement of a material fact or omitted or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus Supplement and the base prospectus, as of the date thereof or as of the Closing Date, contained or contains any 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 (in each case, subject to customary exceptions and qualifications).

Such Corporate Opinion and 10b-5 Letter shall be in form and substance reasonably satisfactory to Meridian Zanthor and Underwriter's Counsel, Hargreaves Finch LLP (lead partner: Catherine Yuen). The Company will cooperate with Company Counsel and use commercially reasonable efforts to facilitate the timely delivery of such opinions and letters.

(d) Comfort Letters from Independent Auditor

The Company will instruct its independent registered public accounting firm, Pemberton & Associates LLP (engagement partner: David Kingsley, CPA) ("Pemberton"), to deliver the following comfort letters addressed to Meridian Zanthor:

(i) An initial comfort letter (the "Initial Comfort Letter"), dated as of the pricing date of the Offering, in customary form and substance consistent with the standards of the American Institute of Certified Public Accountants ("AICPA") and applicable professional guidance, covering financial data and other quantitative information contained in or derived from the Prospectus Supplement and the documents incorporated by reference therein, including the 2025 Form 20-F and the audited consolidated financial statements of the Company for the fiscal year ended December 31, 2025 included therein.

(ii) A bring-down comfort letter (the "Bring-Down Comfort Letter"), dated as of the Closing Date, updating the Initial Comfort Letter and confirming the continued applicability of the statements made therein through a "cut-off date" not more than three business days prior to the Closing Date.

The Company will use commercially reasonable efforts to cause Pemberton to deliver such comfort letters in a timely manner, and will cooperate with Pemberton and Meridian Zanthor in connection with any discussions, information requests, or procedures necessary for the preparation and delivery of such comfort letters. The Company acknowledges that the delivery of the Initial Comfort Letter and the Bring-Down Comfort Letter is a condition to Meridian Zanthor's obligations under the Block Trade Agreement.

(e) Transfer Agent Instructions and DTC Settlement

The Company will instruct its transfer agent and registrar, Continental Hollowell Asset Advisors (contact: Lisa Harmon, Vice President, Corporate Actions, 17 Ashbury Asset Advisors, New York, NY 10004) (the "Transfer Agent"), to take the following actions in connection with the settlement of the Offering:

(i) Facilitate the book-entry transfer and delivery of 1,500,000 Offered Shares from the Selling Shareholder's participant account at The Depository Trust Company ("DTC") (or the participant account of the Selling Shareholder's broker or custodian) to Meridian Zanthor's DTC participant account on the Closing Date, against payment of the purchase price therefor.

(ii) Remove any restrictive legends, stop-transfer instructions, or other restrictions from the Offered Shares, and deliver the Offered Shares in book-entry form through DTC's facilities free and clear of any and all liens, encumbrances, restrictions, and transfer limitations, such that the Offered Shares will be freely tradeable and deliverable without restriction upon settlement.

(iii) Cooperate fully and in good faith with the Selling Shareholder, Meridian Zanthor, their respective brokers, custodians, and agents, and DTC in connection with the settlement, clearance, and delivery of the Offered Shares through DTC's book-entry system, including by providing any letters of instruction, authorizations, or other documentation reasonably required by DTC or any DTC participant to effect such settlement.

The Company will bear the costs and expenses of the Transfer Agent in connection with the foregoing, as set forth in Section 3(a) below.

(f) Due Diligence Cooperation

The Company will make its senior officers, including without limitation Marcus Halford, Chief Executive Officer, Elena Marchetti, Chief Financial Officer, and Jonathan Pryce-Harlow, General Counsel and Company Secretary, available at reasonable times and upon reasonable notice for customary due diligence sessions and discussions with Meridian Zanthor and Underwriter's Counsel, Hargreaves Finch LLP (lead partner: Catherine Yuen). Such due diligence sessions may be conducted in person or by teleconference or video conference, as mutually agreed among the parties, and shall cover such topics as are customary in connection with registered secondary offerings of this type, including the Company's business, financial condition, results of operations, prospects, risk factors, and such other matters as Meridian Zanthor and Underwriter's Counsel may reasonably request.

The Company will participate in a bring-down due diligence call with Meridian Zanthor and Underwriter's Counsel prior to the Closing Date, at which the Company's senior officers will confirm the continued accuracy and completeness of the information previously provided during the due diligence process and address any material developments or changes since the prior due diligence sessions.

The Company will provide access to such documents, records, information, and data as Meridian Zanthor and Underwriter's Counsel may reasonably request in connection with their due diligence review, subject to applicable legal privileges, confidentiality obligations, and regulatory restrictions. The Company will respond promptly and in good faith to all reasonable due diligence inquiries and requests for information.

(g) Nasdaq Compliance and Listing

The Company will take all actions necessary to ensure that the 1,500,000 Offered Shares to be sold in the Offering remain authorized for listing on the Nasdaq Global Select Market under the ticker symbol "AGMG" and that no additional listing application or approval is required in connection with the resale of such Offered Shares. The Company confirms that the Offered Shares are currently listed on the Nasdaq Global Select Market and that no de-listing proceedings or investigations are pending or, to the Company's knowledge, threatened with respect to any of the Company's ordinary shares. The Company will promptly notify the Selling Shareholder and Meridian Zanthor of any communications from Nasdaq regarding the listing status of the Company's ordinary shares.

(h) SEC Filings and Compliance

The Company will use commercially reasonable efforts to keep the Registration Statement on Form F-3 (File No. 333-278415) effective and available for the Offering, and to ensure that the Registration Statement is not subject to any stop order suspending its effectiveness or any proceedings, investigation, or examination for that purpose by the SEC. In the event that the Company becomes aware of any SEC comments on the Registration Statement or the Prospectus Supplement, any stop order proceedings or threatened stop order proceedings, or any requests by the SEC for supplemental information with respect to the Registration Statement or the Prospectus Supplement, the Company will promptly (and in any event within one business day) notify the Selling Shareholder and Meridian Zanthor of such event and will use commercially reasonable efforts to respond to any such comments or requests and to have any such stop order lifted as expeditiously as practicable.

The Company will file all periodic reports, annual reports, and other documents required to be filed by the Company under the Exchange Act, including without limitation its Annual Reports on Form 20-F and its Reports on Form 6-K, in a timely manner and in compliance with all applicable SEC rules and regulations, so as to maintain the Company's eligibility to use Form F-3 for the duration of the Offering. The Company acknowledges that the loss of Form F-3 eligibility could materially impair the Selling Shareholder's ability to consummate the Offering and would constitute a breach of the Company's obligations under the RRA.

3. Expense Allocation

(a) Issuer Expenses

Pursuant to the terms of the RRA, and in particular Section 2.2(e) thereof, the Company will bear the following expenses arising in connection with the Offering (collectively, the "Issuer Expenses"):

(i) SEC Filing Fees: $5,246.00, calculated in accordance with the SEC's fee schedule and EDGAR filing fee calculation methodology, based on an aggregate offering amount of $48,000,000 (1,500,000 ordinary shares at $32.00 per share).

(ii) Printing and EDGAR Filing/Formatting Expenses: Estimated at $8,500.00, representing the costs of preparing, formatting, and filing the Prospectus Supplement and any related documents with the SEC via EDGAR, including typesetting and composition charges.

(iii) Comfort Letter Fees: $35,000.00, payable to Pemberton & Associates LLP in connection with the preparation and delivery of the Initial Comfort Letter and the Bring-Down Comfort Letter described in Section 2(d) above.

(iv) Transfer Agent Fees: $2,750.00, payable to Continental Hollowell Asset Advisors in connection with the transfer agent's services described in Section 2(e) above, including processing, book-entry transfer, legend removal, and DTC coordination.

(v) Legal Fees and Disbursements of Company Counsel: Fees payable to Calderwood & Harkness LLP in connection with the preparation of the Prospectus Supplement, the delivery of the Corporate Opinion and the 10b-5 Letter, and all other legal services rendered to the Company in connection with the Offering, capped at $175,000.00 plus reasonable out-of-pocket disbursements, pursuant to the engagement letter dated September 1, 2025 between the Company and Calderwood & Harkness LLP.

(vi) Blue Sky / State Securities Compliance: $0.00. The Offered Shares are listed on the Nasdaq Global Select Market and are therefore "covered securities" within the meaning of Section 18 of the Securities Act, and no state-level blue sky filings or fees are required.

The estimated total Issuer Expenses in connection with the Offering are $226,496.00. The Company acknowledges its obligation to bear such expenses regardless of whether the Offering is consummated, except as otherwise provided in the RRA.

(b) Selling Shareholder Expenses

The following expenses are the sole responsibility of the Selling Shareholder and will not be borne by the Company (the "Selling Shareholder Expenses"):

(i) Underwriting discount: $0.48 per Offered Share, representing 1.5% of the $32.00 per share public offering price, for an aggregate underwriting discount of $720,000.00 (1,500,000 Offered Shares × $0.48 per Offered Share), payable to Meridian Zanthor.

(ii) Legal Fees and Expenses of the Selling Shareholder's Counsel: Fees and disbursements payable to Whitford & Dane LLP in connection with the Selling Shareholder's legal representation in the Offering, currently estimated at approximately $60,000.00.

For the avoidance of doubt, the Selling Shareholder shall not be required to reimburse the Company for any Issuer Expenses, whether or not the Offering is consummated. The Company shall not be entitled to receive any proceeds from the sale of the Offered Shares in the Offering, as the Company is not selling any ordinary shares and will receive $0.00 in proceeds from the Offering. The entire net proceeds of the Offering (after deduction of the underwriting discount and any other Selling Shareholder Expenses) will be paid to or for the account of the Selling Shareholder.

4. Indemnification Cross-Reference

The indemnification and contribution obligations of the Company and the Selling Shareholder with respect to the Registration Statement, the Prospectus Supplement, and the Offering shall be governed by and subject to the terms and conditions set forth in Article IV (Indemnification and Contribution) of the RRA dated June 14, 2021, which provisions are incorporated herein by reference. The Company acknowledges and agrees that it will also be subject to the indemnification and contribution provisions to be set forth in the Block Trade Agreement among the Selling Shareholder, Meridian Zanthor, and the Company, which provisions are expected to be customary for transactions of this type.

Nothing in this Letter shall modify, amend, supersede, or otherwise alter any indemnification, contribution, or other provisions of the RRA or the Block Trade Agreement, and in the event of any conflict between the terms of this Letter and the terms of the RRA or the Block Trade Agreement with respect to indemnification or contribution, the terms of the RRA or the Block Trade Agreement (as applicable) shall control.

5. Representations and Acknowledgments of the Company

The Company hereby represents, warrants, and confirms to the Selling Shareholder as of the date hereof as follows:

(a) Effectiveness of Registration Statement. The Registration Statement on Form F-3 (File No. 333-278415) was declared effective by the SEC on September 22, 2025 and remains effective as of the date hereof. No stop order suspending the effectiveness of the Registration Statement has been issued by the SEC, and no proceedings for that purpose have been initiated, threatened, or, to the Company's knowledge, contemplated by the SEC. The Registration Statement, as of its effective date, complied in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC.

(b) Shelf Capacity. The total shelf capacity registered under the Registration Statement at the time of its initial filing was $1,500,000,000 in aggregate offering price. Prior takedowns under the Registration Statement aggregate $750,000,000 (consisting of the Company's primary offering completed in November 2025). The remaining shelf capacity under the Registration Statement prior to this Offering is approximately $750,000,000. After giving effect to this Offering (assuming an aggregate offering amount of $48,000,000, based on 1,500,000 Offered Shares at a public offering price of $32.00 per share), the remaining shelf capacity under the Registration Statement will be approximately $702,000,000.

(c) Outstanding Shares. As of December 31, 2025, the Company had 94,600,000 ordinary shares issued and outstanding. No new ordinary shares will be issued by the Company in connection with the Offering, and the total number of ordinary shares issued and outstanding will remain 94,600,000 immediately following the closing of the Offering.

(d) Annual Report. The Company's Annual Report on Form 20-F for the fiscal year ended December 31, 2025 was timely filed with the SEC on February 28, 2026. The 2025 Form 20-F incorporates the Company's audited consolidated financial statements as of and for the fiscal years ended December 31, 2025 and December 31, 2024, together with the report of the Company's independent registered public accounting firm, Pemberton & Associates LLP, thereon.

(e) Absence of Material Non-Public Information. The Company's fourth quarter and full fiscal year 2025 earnings were publicly released on February 27, 2026, and the 2025 Form 20-F has been filed with the SEC. As of the date hereof, to the knowledge of the Company, there is no material non-public information regarding the Company that would preclude the Offering from proceeding or that would require disclosure prior to the consummation of the Offering.

(f) Absence of Material Litigation. There is no material pending or, to the knowledge of the Company, threatened litigation, arbitration, investigation, or proceeding against the Company or any of its subsidiaries that has not been disclosed in the Company's SEC filings, that would reasonably be expected to have a Material Adverse Effect on the Company or that would preclude or materially impair the Company's ability to perform its obligations under the RRA, this Letter, or the Block Trade Agreement.

(g) Foreign Private Issuer Status. The Company qualifies as a "foreign private issuer" as defined in Rule 3b-4 under the Exchange Act and Rule 405 under the Securities Act, and is eligible to file annual reports on Form 20-F and to use Form F-3 for the registration of securities.

6. Demand Registration Acknowledgment

The Company hereby acknowledges and confirms that the Offering constitutes the Selling Shareholder's second demand registration under Section 2.2 of the RRA (demand #2 of 3 permitted demands available to the Selling Shareholder thereunder). Following the consummation of the Offering, one additional demand registration right will remain available to the Selling Shareholder under Section 2.2 of the RRA. The Selling Shareholder's piggyback registration rights under the RRA are separate and apart from its demand registration rights and are unaffected by the exercise of the demand registration right in connection with this Offering.

7. Lock-Up

The Company acknowledges that in connection with the Offering, the Selling Shareholder will enter into a lock-up agreement with Meridian Zanthor (the "Lock-Up Agreement") restricting the sale, transfer, pledge, or other disposition of the Selling Shareholder's remaining 2,750,000 ordinary shares for a period of 60 calendar days following the Closing Date, subject to customary exceptions as may be agreed between the Selling Shareholder and Meridian Zanthor.

The Company agrees to cooperate with the enforcement of the Lock-Up Agreement as reasonably requested by Meridian Zanthor, including without limitation by instructing the Transfer Agent, Continental Hollowell Asset Advisors, to place appropriate restrictive legends, stop-transfer instructions, or other restrictions on the Selling Shareholder's remaining 2,750,000 ordinary shares during the lock-up period, and to refrain from removing such legends or restrictions or processing any transfer of such shares in contravention of the Lock-Up Agreement, unless and until instructed by Meridian Zanthor (or, following the expiration of the lock-up period, by the Selling Shareholder) to remove such legends or restrictions.

8. Miscellaneous Provisions

(a) No Amendment to the RRA

This Letter is intended solely to confirm and implement the Company's existing obligations under the RRA in connection with the Offering and does not amend, modify, supplement, waive, or supersede any provision of the RRA. In the event of any conflict or inconsistency between the terms of this Letter and the terms of the RRA, the terms of the RRA shall control in all respects.

(b) Governing Law

This Letter shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any principles of conflicts of law that would require or permit the application of the laws of any other jurisdiction, consistent with the governing law provisions of Section 6.8 of the RRA.

(c) Notices. All notices, requests, demands, consents, and other communications under or in connection with this Letter shall be in writing and shall be delivered in accordance with the notice provisions set forth in Section 6.5 of the RRA. Without limiting the generality of the foregoing, notices shall be delivered to the following addresses:

If to the Company:

Aurelius Global Media Group PLC 45 Broadwick Street London W1F 9BN United Kingdom

Attention: Jonathan Pryce-Harlow, General Counsel & Company Secretary

With a copy to (which copy shall not constitute notice):

Calderwood & Harkness LLP One Liberty Plaza, 50th Floor New York, NY 10006

Attention: Theodore Langston

If to the Selling Shareholder:

Crestwood Venture Partners III, L.P. 200 Clarendon Street, Suite 3100 Boston, MA 02116 United States of America

Attention: Derek Calloway, Managing Partner

With a copy to: Priya Nandakumar, CFO Crestwood Capital Management LLC 200 Clarendon Street, Suite 3100 Boston, MA 02116 United States of America

With a copy to (which copy shall not constitute notice):

Whitford & Dane LLP 100 Federal Street, Suite 2800 Boston, MA 02110 United States of America

Attention: Gregory Whitford

(d) Counterparts. This Letter may be executed and delivered in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Counterparts may be delivered by facsimile, electronic mail (including .pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., Brightwater Software), or other electronic transmission, and any counterpart so delivered shall be deemed to have been duly and validly delivered and shall be valid and effective for all purposes.

(e) Third-Party Beneficiaries

This Letter is entered into for the sole benefit of the Company and the Selling Shareholder and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit, or remedy of any nature under or by reason of this Letter; provided, however, that Meridian Zanthor & Co. shall be an express third-party beneficiary of the Company's cooperation obligations set forth in Section 2 of this Letter and shall be entitled to enforce such obligations directly against the Company as though Meridian Zanthor were a party hereto.

We trust that this Letter confirms the Company's cooperation obligations to the Selling Shareholder's satisfaction. We are committed to supporting the timely and orderly execution of the Offering and to fulfilling all of our obligations under the RRA in connection therewith. Please countersign below to acknowledge receipt of this Letter and your agreement to its terms.

Sincerely,

AURELIUS GLOBAL MEDIA GROUP PLC

By: ________

Name: Jonathan Pryce-Harlow

Title: General Counsel & Company Secretary

Date: March 5, 2026

ACKNOWLEDGED AND AGREED:

CRESTWOOD VENTURE PARTNERS III, L.P.

By: Crestwood Capital Management LLC, its General Partner

By: ________

Name: Derek Calloway

Title: Managing Partner

Date: ________

Drafted by Calderwood & Harkness LLP Matter No.: 04781.00026 Responsible Partner: Theodore Langston Billing Partner: Vivienne St. Claire

AURELIUS GLOBAL MEDIA GROUP PLC 45 Broadwick Street London W1F 9BN United Kingdom
Companies House No. (England & Wales): 10458329
March 5, 2026
Crestwood Venture Partners III, L.P.
Attention: Derek Calloway, Managing Partner
200 Clarendon Street, Suite 3100 Boston, MA 02116 United States of America
With a copy to:
Whitford & Dane LLP
Attention: Gregory Whitford
100 Federal Street, Suite 2800 Boston, MA 02110 United States of America
Re: Issuer Support and Cooperation in Connection with Registered Block Secondary Offering of Ordinary Shares of Aurelius Global Media Group PLC Pursuant to Section 2.2 of the Registration Rights Agreement dated June 14, 2021
Dear Mr. Calloway:
This letter (this "Letter") is delivered by Aurelius Global Media Group PLC, a public limited company incorporated and organized under the laws of England and Wales ("Aurelius" or the "Company"), to Crestwood Venture Partners III, L.P., a Delaware limited partnership (the "Selling Shareholder"), whose general partner is Crestwood Capital Management LLC, a Delaware limited liability company, in connection with the matters described herein. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Registration Rights Agreement (as defined below).
1. Recitals and Background
Reference is hereby made to that certain Registration Rights Agreement, dated as of June 14, 2021 (as may be amended, supplemented, or otherwise modified from time to time, the "RRA"), entered into by and among the Company and certain shareholders of the Company, including the Selling Shareholder, in connection with the Company's initial public offering of ordinary shares, which was consummated in June 2021. The RRA sets forth certain registration rights and related obligations of the Company with respect to the ordinary shares held by the shareholders party thereto, including the Selling Shareholder.
The Company hereby acknowledges that the Selling Shareholder, by letter dated on or about February 9, 2026, duly and properly exercised its demand registration rights under Section 2.2 of the RRA. The Company further acknowledges that this exercise constitutes the second demand registration (demand #2 of 3 permitted demands) available to the Selling Shareholder under Section 2.2 of the RRA, and that such demand was made in compliance with all applicable notice requirements and conditions set forth therein. By such demand, the Selling Shareholder requested the Company's cooperation in connection with a registered block secondary offering of certain of the Selling Shareholder's ordinary shares (the "Offering"), as described more fully below.
In connection with the Offering, the Selling Shareholder proposes to offer and sell 1,500,000 ordinary shares, par value £0.10 per share (CUSIP: G0583R 107; ISIN: GB00BKZM4P19), of the Company (the "Offered Shares"), which Offered Shares are currently listed on the Nasdaq Global Select Market under the ticker symbol "AGMG." The Offering is to be conducted as a registered block trade on a firm-commitment basis, with Meridian Zanthor & Co. ("Meridian Zanthor") acting as the sole bookrunner and underwriter. The terms of the underwriting arrangement will be set forth in a block trade agreement (the "Block Trade Agreement") to be entered into among the Selling Shareholder, Meridian Zanthor, and the Company. Pricing of the Offering is expected to occur following execution of the Block Trade Agreement, and closing of the Offering is anticipated to take place on a T+2 settlement basis following pricing.
The Company has an effective shelf registration statement on Form F-3 (File No. 333-278415, CIK 0001923487) (the "Registration Statement"), which was filed with the Securities and Exchange Commission (the "SEC") on August 29, 2025 and declared effective by the SEC on September 22, 2025. The Registration Statement registered the offer and sale of securities having an aggregate offering price of up to $1,500,000,000. Following a prior primary takedown by the Company in the amount of $750,000,000, which was consummated in November 2025, the remaining shelf capacity under the Registration Statement is approximately $750,000,000. The Offering will be effected as a shelf takedown under the Registration Statement, with a prospectus supplement (the "Prospectus Supplement") to be filed with the SEC pursuant to Rule 424(b)(7) under the Securities Act of 1933, as amended (the "Securities Act").
The Company is a foreign private issuer as defined in Rule 3b-4 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), incorporated and organized as a public limited company under the laws of England and Wales, with its principal and registered office at 45 Broadwick Street, London W1F 9BN, United Kingdom, registered at Companies House under company number 10458329.
As of December 31, 2025, the Company had 94,600,000 ordinary shares issued and outstanding. The Selling Shareholder currently holds 4,250,000 ordinary shares, representing approximately 4.49% of the Company's total issued and outstanding ordinary shares as of such date. Following the consummation of the Offering and the sale of the 1,500,000 Offered Shares, the Selling Shareholder will hold 2,750,000 ordinary shares, representing approximately 2.91% of the Company's total issued and outstanding ordinary shares. The Company will not issue any new ordinary shares in connection with the Offering, and the total number of ordinary shares outstanding will remain 94,600,000 following the closing of the Offering.
2. Confirmation of Cooperation Obligations
In accordance with the Company's obligations under Section 2.2 of the RRA, and in furtherance of the Offering, the Company hereby confirms that it will undertake the following cooperation and support activities. The Company acknowledges that the timely and complete performance of these obligations is a material condition to the successful completion of the Offering, and the Company will use its commercially reasonable efforts to cooperate fully and in good faith with the Selling Shareholder, Meridian Zanthor, and their respective counsel in connection therewith.
(a) Prospectus Supplement Filing
The Company will prepare and file, or cause its counsel, Calderwood & Harkness LLP ("Company Counsel"), to prepare and file, a Prospectus Supplement to the base prospectus forming part of the Registration Statement on Form F-3 (File No. 333-278415). The Prospectus Supplement will be filed with the SEC pursuant to Rule 424(b)(7) under the Securities Act within the time period required by such rule, which requires filing no later than the second business day following the date on which pricing of the Offering is determined.
The Prospectus Supplement will include all information required by applicable SEC rules, regulations, and guidance, including without limitation: (i) a description of the Offered Shares and the terms of the Offering; (ii) selling shareholder disclosure, including the identity of the Selling Shareholder, the number of ordinary shares beneficially owned by the Selling Shareholder before and after the Offering, and the number of ordinary shares being offered; (iii) a plan of distribution section describing the nature of the block trade and the role of Meridian Zanthor as sole bookrunner and underwriter; (iv) the public offering price, underwriting discount, and net proceeds to the Selling Shareholder; (v) any applicable risk factors; and (vi) such other information as may be required by the Securities Act, the rules and regulations of the SEC, and the Registration Statement.
The Company will incorporate by reference into the Prospectus Supplement 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 (the "2025 Form 20-F"), and all other documents filed or to be filed by the Company under Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act after the date of the base prospectus forming part of the Registration Statement and prior to the completion of the Offering, in each case to the extent permitted by and in accordance with the applicable rules and regulations of the SEC. The Company will ensure that all documents so incorporated by reference are current, accurate, and complete in all material respects as of the date of such incorporation.
(b) Closing Certificates and Officer's Certificates
The Company will cause its Chief Executive Officer, Marcus Halford, and its Chief Financial Officer, Elena Marchetti, to execute and deliver on the closing date of the Offering (the "Closing Date") an officer's certificate (the "Officer's Certificate") addressed to Meridian Zanthor and its counsel, Hargreaves Finch LLP ("Underwriter's Counsel"), in form and substance customary for transactions of this type. The Officer's Certificate shall certify as to the following matters, in each case as of the Closing Date:
(i) the accuracy and completeness of the Company's representations and warranties contained in the Block Trade Agreement, as of the date of the Block Trade Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent any such representations and warranties expressly relate to an earlier date, in which case as of such earlier date);
(ii) the Company's due and timely performance of all of its covenants and obligations under the Block Trade Agreement through and including the Closing Date;
(iii) the absence of any stop order suspending the effectiveness of the Registration Statement or any proceedings for that purpose having been initiated, threatened, or pending before the SEC, and the absence of any order preventing or suspending the use of the Prospectus Supplement or the base prospectus; and
(iv) 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 into the Registration Statement and the Prospectus Supplement, or, if not defined in the Block Trade Agreement, since December 31, 2025.
The Company will also deliver such other customary issuer closing certificates, documents, and instruments as Meridian Zanthor or Underwriter's Counsel may reasonably request in connection with the closing of the Offering, including without limitation a secretary's certificate certifying as to the Company's constitutional documents and relevant board resolutions.
(c) Legal Opinions
The Company will cause Company Counsel, Calderwood & Harkness LLP (lead partner: Theodore Langston, One Liberty Plaza, 50th Floor, New York, NY 10006), to deliver on the Closing Date the following opinions and letters, each addressed to Meridian Zanthor and, to the extent customary, Underwriter's Counsel:
(i) A corporate and validity opinion letter (the "Corporate Opinion") opining, among other things, as to: (A) the due incorporation and valid existence of the Company under the laws of England and Wales; (B) the corporate authority and power of the Company to execute and deliver the Block Trade Agreement and to perform its obligations thereunder; (C) the due authorization of all corporate action on the part of the Company necessary for the execution, delivery, and performance of the Block Trade Agreement and the transactions contemplated thereby; (D) the valid issuance, fully paid and nonassessable status of the Offered Shares (to the extent applicable under the laws of England and Wales); (E) the absence of any conflict between the execution and delivery of the Block Trade Agreement and the Company's articles of association, memorandum of association, or any applicable law or order known to Company Counsel; and (F) such other matters as are customary for corporate opinion letters in registered secondary offerings by foreign private issuers.
(ii) A negative assurance letter (the "10b-5 Letter") addressed to Meridian Zanthor, providing customary negative assurance with respect to the Registration Statement, the base prospectus, and the Prospectus Supplement (including any documents incorporated by reference therein), to the effect that, based on Company Counsel's participation in the preparation of the Registration Statement and the Prospectus Supplement and their review of such documents and participation in due diligence discussions, nothing has come to Company Counsel's attention that causes Company Counsel to believe that the Registration Statement, as of its effective date or as of the Closing Date, contained or contains any untrue statement of a material fact or omitted or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus Supplement and the base prospectus, as of the date thereof or as of the Closing Date, contained or contains any 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 (in each case, subject to customary exceptions and qualifications).
Such Corporate Opinion and 10b-5 Letter shall be in form and substance reasonably satisfactory to Meridian Zanthor and Underwriter's Counsel, Hargreaves Finch LLP (lead partner: Catherine Yuen). The Company will cooperate with Company Counsel and use commercially reasonable efforts to facilitate the timely delivery of such opinions and letters.
(d) Comfort Letters from Independent Auditor
The Company will instruct its independent registered public accounting firm, Pemberton & Associates LLP (engagement partner: David Kingsley, CPA) ("Pemberton"), to deliver the following comfort letters addressed to Meridian Zanthor:
(i) An initial comfort letter (the "Initial Comfort Letter"), dated as of the pricing date of the Offering, in customary form and substance consistent with the standards of the American Institute of Certified Public Accountants ("AICPA") and applicable professional guidance, covering financial data and other quantitative information contained in or derived from the Prospectus Supplement and the documents incorporated by reference therein, including the 2025 Form 20-F and the audited consolidated financial statements of the Company for the fiscal year ended December 31, 2025 included therein.
(ii) A bring-down comfort letter (the "Bring-Down Comfort Letter"), dated as of the Closing Date, updating the Initial Comfort Letter and confirming the continued applicability of the statements made therein through a "cut-off date" not more than three business days prior to the Closing Date.
The Company will use commercially reasonable efforts to cause Pemberton to deliver such comfort letters in a timely manner, and will cooperate with Pemberton and Meridian Zanthor in connection with any discussions, information requests, or procedures necessary for the preparation and delivery of such comfort letters. The Company acknowledges that the delivery of the Initial Comfort Letter and the Bring-Down Comfort Letter is a condition to Meridian Zanthor's obligations under the Block Trade Agreement.
(e) Transfer Agent Instructions and DTC Settlement
The Company will instruct its transfer agent and registrar, Continental Hollowell Asset Advisors (contact: Lisa Harmon, Vice President, Corporate Actions, 17 Ashbury Asset Advisors, New York, NY 10004) (the "Transfer Agent"), to take the following actions in connection with the settlement of the Offering:
(i) Facilitate the book-entry transfer and delivery of 1,500,000 Offered Shares from the Selling Shareholder's participant account at The Depository Trust Company ("DTC") (or the participant account of the Selling Shareholder's broker or custodian) to Meridian Zanthor's DTC participant account on the Closing Date, against payment of the purchase price therefor.
(ii) Remove any restrictive legends, stop-transfer instructions, or other restrictions from the Offered Shares, and deliver the Offered Shares in book-entry form through DTC's facilities free and clear of any and all liens, encumbrances, restrictions, and transfer limitations, such that the Offered Shares will be freely tradeable and deliverable without restriction upon settlement.
(iii) Cooperate fully and in good faith with the Selling Shareholder, Meridian Zanthor, their respective brokers, custodians, and agents, and DTC in connection with the settlement, clearance, and delivery of the Offered Shares through DTC's book-entry system, including by providing any letters of instruction, authorizations, or other documentation reasonably required by DTC or any DTC participant to effect such settlement.
The Company will bear the costs and expenses of the Transfer Agent in connection with the foregoing, as set forth in Section 3(a) below.
(f) Due Diligence Cooperation
The Company will make its senior officers, including without limitation Marcus Halford, Chief Executive Officer, Elena Marchetti, Chief Financial Officer, and Jonathan Pryce-Harlow, General Counsel and Company Secretary, available at reasonable times and upon reasonable notice for customary due diligence sessions and discussions with Meridian Zanthor and Underwriter's Counsel, Hargreaves Finch LLP (lead partner: Catherine Yuen). Such due diligence sessions may be conducted in person or by teleconference or video conference, as mutually agreed among the parties, and shall cover such topics as are customary in connection with registered secondary offerings of this type, including the Company's business, financial condition, results of operations, prospects, risk factors, and such other matters as Meridian Zanthor and Underwriter's Counsel may reasonably request.
The Company will participate in a bring-down due diligence call with Meridian Zanthor and Underwriter's Counsel prior to the Closing Date, at which the Company's senior officers will confirm the continued accuracy and completeness of the information previously provided during the due diligence process and address any material developments or changes since the prior due diligence sessions.
The Company will provide access to such documents, records, information, and data as Meridian Zanthor and Underwriter's Counsel may reasonably request in connection with their due diligence review, subject to applicable legal privileges, confidentiality obligations, and regulatory restrictions. The Company will respond promptly and in good faith to all reasonable due diligence inquiries and requests for information.
(g) Nasdaq Compliance and Listing
The Company will take all actions necessary to ensure that the 1,500,000 Offered Shares to be sold in the Offering remain authorized for listing on the Nasdaq Global Select Market under the ticker symbol "AGMG" and that no additional listing application or approval is required in connection with the resale of such Offered Shares. The Company confirms that the Offered Shares are currently listed on the Nasdaq Global Select Market and that no de-listing proceedings or investigations are pending or, to the Company's knowledge, threatened with respect to any of the Company's ordinary shares. The Company will promptly notify the Selling Shareholder and Meridian Zanthor of any communications from Nasdaq regarding the listing status of the Company's ordinary shares.
(h) SEC Filings and Compliance
The Company will use commercially reasonable efforts to keep the Registration Statement on Form F-3 (File No. 333-278415) effective and available for the Offering, and to ensure that the Registration Statement is not subject to any stop order suspending its effectiveness or any proceedings, investigation, or examination for that purpose by the SEC. In the event that the Company becomes aware of any SEC comments on the Registration Statement or the Prospectus Supplement, any stop order proceedings or threatened stop order proceedings, or any requests by the SEC for supplemental information with respect to the Registration Statement or the Prospectus Supplement, the Company will promptly (and in any event within one business day) notify the Selling Shareholder and Meridian Zanthor of such event and will use commercially reasonable efforts to respond to any such comments or requests and to have any such stop order lifted as expeditiously as practicable.
The Company will file all periodic reports, annual reports, and other documents required to be filed by the Company under the Exchange Act, including without limitation its Annual Reports on Form 20-F and its Reports on Form 6-K, in a timely manner and in compliance with all applicable SEC rules and regulations, so as to maintain the Company's eligibility to use Form F-3 for the duration of the Offering. The Company acknowledges that the loss of Form F-3 eligibility could materially impair the Selling Shareholder's ability to consummate the Offering and would constitute a breach of the Company's obligations under the RRA.
3. Expense Allocation
(a) Issuer Expenses
Pursuant to the terms of the RRA, and in particular Section 2.2(e) thereof, the Company will bear the following expenses arising in connection with the Offering (collectively, the "Issuer Expenses"):
(i) SEC Filing Fees: $5,246.00, calculated in accordance with the SEC's fee schedule and EDGAR filing fee calculation methodology, based on an aggregate offering amount of $48,000,000 (1,500,000 ordinary shares at $32.00 per share).
(ii) Printing and EDGAR Filing/Formatting Expenses: Estimated at $8,500.00, representing the costs of preparing, formatting, and filing the Prospectus Supplement and any related documents with the SEC via EDGAR, including typesetting and composition charges.
(iii) Comfort Letter Fees: $35,000.00, payable to Pemberton & Associates LLP in connection with the preparation and delivery of the Initial Comfort Letter and the Bring-Down Comfort Letter described in Section 2(d) above.
(iv) Transfer Agent Fees: $2,750.00, payable to Continental Hollowell Asset Advisors in connection with the transfer agent's services described in Section 2(e) above, including processing, book-entry transfer, legend removal, and DTC coordination.
(v) Legal Fees and Disbursements of Company Counsel: Fees payable to Calderwood & Harkness LLP in connection with the preparation of the Prospectus Supplement, the delivery of the Corporate Opinion and the 10b-5 Letter, and all other legal services rendered to the Company in connection with the Offering, capped at $175,000.00 plus reasonable out-of-pocket disbursements, pursuant to the engagement letter dated September 1, 2025 between the Company and Calderwood & Harkness LLP.
(vi) Blue Sky / State Securities Compliance: $0.00. The Offered Shares are listed on the Nasdaq Global Select Market and are therefore "covered securities" within the meaning of Section 18 of the Securities Act, and no state-level blue sky filings or fees are required.
The estimated total Issuer Expenses in connection with the Offering are $226,496.00. The Company acknowledges its obligation to bear such expenses regardless of whether the Offering is consummated, except as otherwise provided in the RRA.
(b) Selling Shareholder Expenses
The following expenses are the sole responsibility of the Selling Shareholder and will not be borne by the Company (the "Selling Shareholder Expenses"):
(i) Underwriting discount: $0.48 per Offered Share, representing 1.5% of the $32.00 per share public offering price, for an aggregate underwriting discount of $720,000.00 (1,500,000 Offered Shares × $0.48 per Offered Share), payable to Meridian Zanthor.
(ii) Legal Fees and Expenses of the Selling Shareholder's Counsel: Fees and disbursements payable to Whitford & Dane LLP in connection with the Selling Shareholder's legal representation in the Offering, currently estimated at approximately $60,000.00.
(c) No Reimbursement to Issuer
For the avoidance of doubt, the Selling Shareholder shall not be required to reimburse the Company for any Issuer Expenses, whether or not the Offering is consummated. The Company shall not be entitled to receive any proceeds from the sale of the Offered Shares in the Offering, as the Company is not selling any ordinary shares and will receive $0.00 in proceeds from the Offering. The entire net proceeds of the Offering (after deduction of the underwriting discount and any other Selling Shareholder Expenses) will be paid to or for the account of the Selling Shareholder.
4. Indemnification Cross-Reference
The indemnification and contribution obligations of the Company and the Selling Shareholder with respect to the Registration Statement, the Prospectus Supplement, and the Offering shall be governed by and subject to the terms and conditions set forth in Article IV (Indemnification and Contribution) of the RRA dated June 14, 2021, which provisions are incorporated herein by reference. The Company acknowledges and agrees that it will also be subject to the indemnification and contribution provisions to be set forth in the Block Trade Agreement among the Selling Shareholder, Meridian Zanthor, and the Company, which provisions are expected to be customary for transactions of this type.
Nothing in this Letter shall modify, amend, supersede, or otherwise alter any indemnification, contribution, or other provisions of the RRA or the Block Trade Agreement, and in the event of any conflict between the terms of this Letter and the terms of the RRA or the Block Trade Agreement with respect to indemnification or contribution, the terms of the RRA or the Block Trade Agreement (as applicable) shall control.
5. Representations and Acknowledgments of the Company
The Company hereby represents, warrants, and confirms to the Selling Shareholder as of the date hereof as follows:
(a) Effectiveness of Registration Statement. The Registration Statement on Form F-3 (File No. 333-278415) was declared effective by the SEC on September 22, 2025 and remains effective as of the date hereof. No stop order suspending the effectiveness of the Registration Statement has been issued by the SEC, and no proceedings for that purpose have been initiated, threatened, or, to the Company's knowledge, contemplated by the SEC. The Registration Statement, as of its effective date, complied in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC.
(b) Shelf Capacity. The total shelf capacity registered under the Registration Statement at the time of its initial filing was $1,500,000,000 in aggregate offering price. Prior takedowns under the Registration Statement aggregate $750,000,000 (consisting of the Company's primary offering completed in November 2025). The remaining shelf capacity under the Registration Statement prior to this Offering is approximately $750,000,000. After giving effect to this Offering (assuming an aggregate offering amount of $48,000,000, based on 1,500,000 Offered Shares at a public offering price of $32.00 per share), the remaining shelf capacity under the Registration Statement will be approximately $702,000,000.
(c) Outstanding Shares. As of December 31, 2025, the Company had 94,600,000 ordinary shares issued and outstanding. No new ordinary shares will be issued by the Company in connection with the Offering, and the total number of ordinary shares issued and outstanding will remain 94,600,000 immediately following the closing of the Offering.
(d) Annual Report. The Company's Annual Report on Form 20-F for the fiscal year ended December 31, 2025 was timely filed with the SEC on February 28, 2026. The 2025 Form 20-F incorporates the Company's audited consolidated financial statements as of and for the fiscal years ended December 31, 2025 and December 31, 2024, together with the report of the Company's independent registered public accounting firm, Pemberton & Associates LLP, thereon.
(e) Absence of Material Non-Public Information. The Company's fourth quarter and full fiscal year 2025 earnings were publicly released on February 27, 2026, and the 2025 Form 20-F has been filed with the SEC. As of the date hereof, to the knowledge of the Company, there is no material non-public information regarding the Company that would preclude the Offering from proceeding or that would require disclosure prior to the consummation of the Offering.
(f) Absence of Material Litigation. There is no material pending or, to the knowledge of the Company, threatened litigation, arbitration, investigation, or proceeding against the Company or any of its subsidiaries that has not been disclosed in the Company's SEC filings, that would reasonably be expected to have a Material Adverse Effect on the Company or that would preclude or materially impair the Company's ability to perform its obligations under the RRA, this Letter, or the Block Trade Agreement.
(g) Foreign Private Issuer Status. The Company qualifies as a "foreign private issuer" as defined in Rule 3b-4 under the Exchange Act and Rule 405 under the Securities Act, and is eligible to file annual reports on Form 20-F and to use Form F-3 for the registration of securities.
6. Demand Registration Acknowledgment
The Company hereby acknowledges and confirms that the Offering constitutes the Selling Shareholder's second demand registration under Section 2.2 of the RRA (demand #2 of 3 permitted demands available to the Selling Shareholder thereunder). Following the consummation of the Offering, one additional demand registration right will remain available to the Selling Shareholder under Section 2.2 of the RRA. The Selling Shareholder's piggyback registration rights under the RRA are separate and apart from its demand registration rights and are unaffected by the exercise of the demand registration right in connection with this Offering.
7. Lock-Up
The Company acknowledges that in connection with the Offering, the Selling Shareholder will enter into a lock-up agreement with Meridian Zanthor (the "Lock-Up Agreement") restricting the sale, transfer, pledge, or other disposition of the Selling Shareholder's remaining 2,750,000 ordinary shares for a period of 60 calendar days following the Closing Date, subject to customary exceptions as may be agreed between the Selling Shareholder and Meridian Zanthor.
The Company agrees to cooperate with the enforcement of the Lock-Up Agreement as reasonably requested by Meridian Zanthor, including without limitation by instructing the Transfer Agent, Continental Hollowell Asset Advisors, to place appropriate restrictive legends, stop-transfer instructions, or other restrictions on the Selling Shareholder's remaining 2,750,000 ordinary shares during the lock-up period, and to refrain from removing such legends or restrictions or processing any transfer of such shares in contravention of the Lock-Up Agreement, unless and until instructed by Meridian Zanthor (or, following the expiration of the lock-up period, by the Selling Shareholder) to remove such legends or restrictions.
8. Miscellaneous Provisions
(a) No Amendment to the RRA
This Letter is intended solely to confirm and implement the Company's existing obligations under the RRA in connection with the Offering and does not amend, modify, supplement, waive, or supersede any provision of the RRA. In the event of any conflict or inconsistency between the terms of this Letter and the terms of the RRA, the terms of the RRA shall control in all respects.
(b) Governing Law
This Letter shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any principles of conflicts of law that would require or permit the application of the laws of any other jurisdiction, consistent with the governing law provisions of Section 6.8 of the RRA.
(c) Notices.  All notices, requests, demands, consents, and other communications under or in connection with this Letter shall be in writing and shall be delivered in accordance with the notice provisions set forth in Section 6.5 of the RRA. Without limiting the generality of the foregoing, notices shall be delivered to the following addresses:
If to the Company:
Aurelius Global Media Group PLC 45 Broadwick Street London W1F 9BN United Kingdom
Attention: Jonathan Pryce-Harlow, General Counsel & Company Secretary
With a copy to (which copy shall not constitute notice):
Calderwood & Harkness LLP One Liberty Plaza, 50th Floor New York, NY 10006
Attention: Theodore Langston
If to the Selling Shareholder:
Crestwood Venture Partners III, L.P. 200 Clarendon Street, Suite 3100 Boston, MA 02116 United States of America
Attention: Derek Calloway, Managing Partner
With a copy to: Priya Nandakumar, CFO Crestwood Capital Management LLC 200 Clarendon Street, Suite 3100 Boston, MA 02116 United States of America
With a copy to (which copy shall not constitute notice):
Whitford & Dane LLP 100 Federal Street, Suite 2800 Boston, MA 02110 United States of America
Attention: Gregory Whitford
(d) Counterparts.  This Letter may be executed and delivered in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Counterparts may be delivered by facsimile, electronic mail (including .pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., Brightwater Software), or other electronic transmission, and any counterpart so delivered shall be deemed to have been duly and validly delivered and shall be valid and effective for all purposes.
(e) Third-Party Beneficiaries
This Letter is entered into for the sole benefit of the Company and the Selling Shareholder and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit, or remedy of any nature under or by reason of this Letter; provided, however, that Meridian Zanthor & Co. shall be an express third-party beneficiary of the Company's cooperation obligations set forth in Section 2 of this Letter and shall be entitled to enforce such obligations directly against the Company as though Meridian Zanthor were a party hereto.
We trust that this Letter confirms the Company's cooperation obligations to the Selling Shareholder's satisfaction. We are committed to supporting the timely and orderly execution of the Offering and to fulfilling all of our obligations under the RRA in connection therewith. Please countersign below to acknowledge receipt of this Letter and your agreement to its terms.
Sincerely,
AURELIUS GLOBAL MEDIA GROUP PLC
By: ________
Name: Jonathan Pryce-Harlow
Title: General Counsel & Company Secretary
Date: March 5, 2026
ACKNOWLEDGED AND AGREED:
CRESTWOOD VENTURE PARTNERS III, L.P.
By: Crestwood Capital Management LLC, its General Partner
By: ________
Name: Derek Calloway
Title: Managing Partner
Date: ________
Drafted by Calderwood & Harkness LLP Matter No.: 04781.00026 Responsible Partner: Theodore Langston Billing Partner: Vivienne St. Claire

AURELIUS GLOBAL MEDIA GROUP PLC 45 Broadwick Street London W1F 9BN United Kingdom

AURELIUS GLOBAL MEDIA GROUP PLC

ACKNOWLEDGED AND AGREED:

CRESTWOOD VENTURE PARTNERS III, L.P.

Record

Parties

Dates

Amounts