ALLIANCE ENTERTAINMENT HOLDING CORP

Registration Rights Agreement

The holders of the Initial Stockholder Shares and private warrants (and in each case holders of their underlying securities, as applicable) have registration rights to require us to register a sale of any of our securities held by them pursuant to a registration rights agreement that was signed on February 8, 2021. This agreement provided that these holders are entitled to make up to three demands, excluding short form registration demands, that we register such securities for sale under the Securities Act. In addition, these holders were granted “piggy-back” registration rights to include their securities in other registration statements filed by us.

In connection with the closing of the Business Combination, the Adara Initial Stockholders and the Legacy Alliance stockholders entered into the Registration Rights Agreement, which amended and restated the former registration rights agreement. Pursuant to the Registration Rights Agreement, Alliance filed a resale registration statement, and it was declared effective in accordance with the terms of the registration statement. In certain circumstances, the Adara Initial Stockholders and the Legacy Alliance stockholders may each demand up to two registrations, which may be underwritten offerings, and all of the registration rights holders will be entitled to piggyback registration rights.

Alliance Related Party Transactions

Personal Loan Between Executive Chairman and Chief Executive Officer

On May 21, 2026, Bruce Ogilvie, our Executive Chairman, extended a personal loan in the principal amount of $2.0 million to Jeffrey Walker, our Chief Executive Officer. The loan is evidenced by a promissory note that bears interest at the rate of 12% per annum, with all principal and accrued interest due and payable on May 21, 2027 (the first anniversary of the loan date). Mr. Walker has pledged 4,350,000 shares of our common stock to Mr. Ogilvie as collateral for the loan pursuant to a pledge agreement. The pledged shares represent approximately 9% of our outstanding Class A common stock. The Company is not a party to, and has no rights or obligations under, the promissory note or the related pledge agreement, and the Company has not guaranteed any obligations of Mr. Walker under the loan. Because both Mr. Ogilvie and Mr. Walker are significant stockholders of the Company, a foreclosure on the pledged shares in the event of a default could result in a substantial increase in Mr. Ogilvie’s beneficial ownership and could result in a change in control of the Company. For a discussion of the risks associated with this arrangement, see “Risk Factors—Risks Related to Our Business—A default under the personal loan between our Executive Chairman and our Chief Executive Officer could result in a substantial change in the ownership of our common stock.”

GameFly Holdings, LLC

During the years ended June 30, 2026 and 2025, Alliance sold new-release movies, video games and video game consoles to GameFly Holdings LLC totalling approximately $2.7 million in each year. GameFly, a customer of Alliance, is equally owned by Bruce Ogilvie and Jeff Walker, two Alliance shareholders. Alliance believes the amounts that GameFly paid for New Release, movies, video games, and video game consoles are at fair market value. GameFly does fulfilment services of fast selling new releases by providing 3PL services at market rates. Either party may terminate the agreement at any time. GameFly is free to purchase from any competitor of Alliance.

As of June 30, 2026 and 2025, the Company had receivables from GameFly LLC of $0.2 million at each year-end, which were included in other receivables, net on the consolidated balance sheets.

For the year ended June 30, 2026 and 2025, the Company recognized revenue for consulting services provided to Gamefly of $0.3 million in each period. For the year ended June 30, 2026 and 2025, the Company incurred consulting expense of $0.09 million and $0.2 million, respectively, for services received from GameFly.

Ogilvie Loans

On July 3, 2023, the Company entered into a $17.0 million line of credit with Bruce Ogilvie, a principal stockholder (the “Ogilvie Loan”), which bore interest at a rate equal to 30-day SOFR plus 5.0% and would have matured on December 22, 2026. In connection with the Company’s entry into an asset-based revolving credit facility with Bank of America on October 1, 2025, the Company repaid the outstanding balance of $10.0 million under the Ogilvie Loan in full, and there were no amounts outstanding as of June 30, 2026. Interest expense related to the Ogilvie Loan was $0.2 million and $0.8 million for the fiscal years ended June 30, 2026, and 2025, respectively.

Policies and Procedures for Related Person Transactions

Our board of directors adopted a related person transaction policy setting forth the policies and procedures for the identification, review and approval or ratification of related person transactions. This policy covers, with certain exceptions set forth in Item 404 of Regulation S-K under the Securities Act, any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which we and a related person were or will be participants and the amount involved exceeds $120,000, including purchases of goods or services by or from the related person or entities in which the related person has a material interest, indebtedness and guarantees of indebtedness. In reviewing and approving any such transactions, our audit committee will consider all relevant facts and circumstances as appropriate, such as the purpose of the transaction, the availability of other sources of comparable products or services, whether the transaction is on terms comparable to those that could be obtained in an arm’s length transaction, management’s recommendation with respect to the proposed related person transaction, and the extent of the related person’s interest in the transaction.

Director Independence

An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Our board of directors has determined that Messrs. Donaldson, Nagelson and Kozko and Mses. Wielenga and Bangalore are “independent directors” as defined in the Nasdaq listing standards and applicable SEC rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present.