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Contract analysis / amended-engagement-letter-expanded-scope.docx
amended-engagement-letter-expanded-scope.docx
High · 2
Medium · 5
Standard · 1
1. Reference to Original Engagement and Purpose of Amendment
Medium
⚑ Assignment / subcontracting
1. Reference to Original Engagement and Purpose of Amendment This letter (the "Amendment" or "Amended Engagement Letter") refers to the engagement letter dated March 12, 2024 (the "Original Engagement Letter") between Calderwood & Harkness LLP ("C&H," "we," or the "Firm") and the Board of Directors (the "Board") of Aurelius Global Media Group PLC ("AGMG" or the "Company"), pursuant to which the Board engaged C&H as i
2. Expanded Scope of Engagement
High
⚑ Indemnity / guarantee obligation
2. Expanded Scope of Engagement Pursuant to the Board Resolution, the scope of the Firm's engagement is hereby expanded to include the following additional advisory services (collectively, the "Expanded Scope"): 2.1 Strategic Alternatives Review Coordination. C&H will advise the Board in connection with the evaluation of strategic alternatives authorized by the Board on April 22, 2024 (the "Strategic Alternatives Rev
3. Relationship to Original Scope
Medium
⚑ Assignment / subcontracting
3. Relationship to Original Scope The Expanded Scope set forth in Section 2 above is in addition to, and does not replace, supersede, or limit, the original scope of the Firm's engagement as set forth in the Original Engagement Letter (the "Original Scope"). The Original Scope, which encompasses the Firm's role as independent board governance counsel to the Board with respect to the following matters, remains in full
4. Billing Rates and Fee Arrangements
Standard
⚑ Commercial term
4. Billing Rates and Fee Arrangements All billing rates and fee arrangements applicable to the Expanded Scope shall remain as set forth in Section 4 of the Original Engagement Letter. For ease of reference, the current standard hourly billing rates for the Firm's engagement team are as follows: Paralegal rates shall be as set forth in the schedule attached to the Original Engagement Letter. These rates are subject to
5. Coordination with Other Advisors
Medium
⚑ Liability cap to check against exposure
5. Coordination with Other Advisors 5.1 Coordination with Stonebridge Crane & Co. The Firm will coordinate with Stonebridge Crane & Co. on the legal aspects of the Strategic Alternatives Review. For purposes of this coordination, the lead banker at Stonebridge is Anil Kapoor-Mehta, Managing Director, Financial Advisory Group, whose principal office is located at 383 Madison Avenue, New York, New York 10179. The Firm'
6. Conflicts Disclosure (Supplemental)
6. Conflicts Disclosure (Supplemental) Reference is made to the conflicts check conducted by the Firm in connection with the Original Engagement Letter, as documented in the Firm's internal clearance memorandum dated March 11, 2024. That conflicts check covered the Company, its directors and officers, Corvus Peak and its known affiliates and principals, and such other parties as were identified at the time as potenti
7. Confidentiality
Medium
⚑ Forum / governing law
7. Confidentiality All confidential information, documents, data, communications, and other materials provided to C&H in connection with the Expanded Scope (collectively, "Confidential Information") shall be subject to the same confidentiality obligations and protections set forth in Section 7 of the Original Engagement Letter, which are incorporated herein by reference. Without limiting the generality of the foregoi
8. Termination
Medium
⚑ Confidentiality undertaking
8. Termination The Expanded Scope of services may be terminated by the Board at any time, with or without cause, upon written notice delivered to the Firm at the address set forth in the Original Engagement Letter, or to such other address as the Firm may designate in writing from time to time, consistent with the termination provisions set forth in Section 9 of the Original Engagement Letter. Termination of the Expa
9. Continuing Effect of Original Engagement Letter
High
⚑ Indemnity / guarantee obligation
9. Continuing Effect of Original Engagement Letter Except as expressly modified by this Amendment, all terms and conditions of the Original Engagement Letter dated March 12, 2024, including without limitation those relating to governing law (State of Delaware), dispute resolution, limitation of liability, indemnification, and all other general provisions, remain in full force and effect and are incorporated herein by
10. Counterparts and Execution
10. Counterparts and Execution This Amendment may be executed 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. Delivery of an executed counterpart of this Amendment by electronic mail in portable document format (.pdf) or by other electronic means shall be effective as delivery of a manually executed original counterpart. We