Extract to table

As detailed in C&H's April 19, 2024 memorandum to the Special Committee, Jonathan Hale's relationship with Damien Solberg — Corvus Peak's founding partner and CIO — constitutes a material conflict that the Board must address in any settlement context

Corvus Peak agrees to vote all shares of AGMG common stock beneficially owned by it in favor of the Board's recommended director nominees at the 2025 Annual Meeting of Shareholders

The Cooperation Agreement shall include the following governance provisions: (a) Trask and Chu shall be eligible for service on any standing committee of the Board, including the Audit Committee, Compensation Committee, and Nominating & Governance Committee, subject to applicable independence requirements; (b) at least one Corvus Peak nominee (Trask or Chu) shall serve on a reconstituted CEO search oversight committee; (c) the Board agrees to undertake a comprehensive review of its committee charters within ninety (90) days of the Cooperation Agreement's effective date; and (d) the Board agrees to engage in a structured strategic review process, with appropriate involvement of all directors, regarding AGMG's long-term strategic direction

As a condition of the Cooperation Agreement, Tobias Kessler and Hugh Pemberton shall voluntarily resign from the Board, effective upon the execution of the Cooperation Agreement or at the AGM, as determined by the Board

The Board shall remain at ten (10) members

The seats vacated by Kessler and Pemberton shall be filled by Trask and Chu, respectively