Contract analysis

I. PURPOSE AND BACKGROUND A. Purpose of This Protocol The purpose of this memorandum is to set forth binding internal protocols for the Calderwood & Harkness LLP engagement team assigned to Matter No. 1017-00002 with respect to: (i) preserving privileged materials generated during the firm's representation of the Board of Directors of Aurelius Global Media Group PLC ("AGMG" or the "Client"); (ii) organizing the compl

1. Ensure that the attorney-client privilege and the attorney work product doctrine attaching to all materials generated or received during the engagement are preserved in full, and that no inadvertent waiver occurs during the transition period to successor counsel or at any time thereafter.

2. Establish clear chain-of-custody requirements and access controls for all physical and electronic matter files, ensuring that only authorized personnel may access engagement materials.

3. Define the responsibilities of each member of the engagement team with respect to file organization, retention, monitoring, and compliance during the post-termination period.

4. Provide a framework for responding to any future requests for engagement materials — whether from the reconstituted Board, successor counsel, the Client's General Counsel, regulatory authorities, or parties to potential litigation — in a manner that protects the privilege and the firm's interests.

5. Document the open matters and continuing obligations arising from the engagement that may require the firm's future attention or involvement. All members of the engagement team are required to comply with this protocol in full. Non-compliance will be treated as a serious disciplinary matter, as set forth in Section VIII below. B. Engagement Summary Calderwood & Harkness LLP was engaged as independent board governa

II. SCOPE OF COVERED MATERIALS A. Categories of Engagement Files This protocol covers the entirety of the engagement file for Matter No. 1017-00002. The following is a comprehensive inventory of all materials within the matter file, organized by category. Every document, communication, draft, and record described below — whether delivered to the Client or retained internally — is subject to the retention, access cont

1. Engagement and Administrative Documents This category encompasses the foundational documents governing the attorney-client relationship and the administrative records of the engagement: • Engagement Letter dated March 12, 2024, addressed to Dame Elspeth Greenvale, Independent Non-Executive Chair of the Board of Directors of Aurelius Global Media Group PLC, setting forth the scope of the engagement, fee arrangement

2. Legal Memoranda and Analysis This category constitutes the core substantive work product of the engagement. It includes all legal memoranda, analyses, and advisory documents prepared by the engagement team, whether delivered to the Client in final form or retained in draft. Fiduciary Duty and Governance Memoranda (12 documents, March 17 through June 15, 2024). The following memoranda were prepared in connection wi

3. Draft Board Resolutions and Corporate Governance Documents This category includes all draft board resolutions and corporate governance documents prepared by or with the assistance of Calderwood & Harkness during the engagement: • Ten (10) draft board resolutions prepared between March 2024 and June 2024, covering the following actions: (a) Designation of Priya Nair-Whitfield as Interim Chief Executive Officer; (b)

4. Correspondence. This category includes all correspondence generated or received during the engagement: • Twelve (12) items of external correspondence, including letters and emails to and from the following individuals and entities: • Dame Elspeth Greenvale, Independent Non-Executive Chair of the AGMG Board; • Nadine Khalil, General Counsel and Corporate Secretary of AGMG; • Dominic Sayer, Blackthorn Howell & Crane

5. Transition and Closing Deliverables This category includes all materials prepared in connection with the orderly transition and closing of the engagement: • Transition Memorandum dated July 1, 2024, providing a comprehensive summary of the status of all matters handled during the engagement, key issues and developments, and recommendations for the incoming governance counsel. • Privilege Log for Materials Withheld

6. Client-Provided Materials This category includes all materials received from the Client or the Client's other advisors during the engagement: • Corporate Records received from Nadine Khalil, General Counsel and Corporate Secretary, pursuant to Calderwood & Harkness's March 14, 2024 document request. These records include: • AGMG's Restated Certificate of Incorporation (originally filed with the Delaware Secretary

7. Internal Work Product and Research This category encompasses all materials prepared by the engagement team that were not delivered to the Client and are retained as firm-file materials: • Internal research memoranda and preliminary analyses prepared in connection with the engagement. • Research notes, including Brendan Walsh's research on the Blasius standard (Blasius Industries, Inc. v. Atlas Corp., 564 A.2d 651

III. PRIVILEGE CLASSIFICATION AND PRESERVATION A. Privilege Categories The materials within the Matter No. 1017-00002 engagement file are subject to one or more of the following categories of privilege or protection: Attorney-Client Privilege. The attorney-client privilege protects from disclosure all confidential communications between Calderwood & Harkness attorneys and AGMG Board members, officers (including, but

1. Jonathan Hale Conflict of Interest Analysis (April 19, 2024). This memorandum examines the pre-existing relationship between AGMG Board member Jonathan Hale and Corvus Peak principal Damien Solberg, including their concurrent board service at Keystone Digital Ventures Ltd. Disclosure of this analysis could reveal the Board's internal assessment of a sitting director's independence and potential conflicts, with sig

2. Special Committee Interview Notes and Candidate Evaluations (April 18, 2024 sessions). These materials contain the Special Committee's deliberative assessments of CEO candidates, including subjective evaluations and comparative analyses. Disclosure could expose the Board's internal deliberative process and the substance of confidential candidate assessments.

3. Settlement Analysis and Recommendation Memorandum (May 30, 2024). This memorandum contains a game-theory analysis of potential settlement outcomes with Corvus Peak, recommended negotiation positions, and an assessment of the Board's best alternative to a negotiated agreement (BATNA). Disclosure to successor counsel previously representing Corvus Peak would directly reveal the Board's former litigation and negotiat

4. Poison Pill Analysis (April 8, 2024) and Board Decision (April 10, 2024). These materials reflect the Board's internal deliberations regarding defensive measures, including the legal analysis supporting the Board's decision not to adopt a shareholder rights plan. Disclosure could expose the Board's strategic calculus in responding to the activist campaign.

5. DGCL § 220 Response Strategy and Privilege Log (March 26, 2024 and July 1, 2024). These materials reflect the legal strategy employed in responding to Corvus Peak's books-and-records demand, including the bases for asserting privilege over specific categories of documents. Disclosure of the underlying strategy could undermine the privilege claims asserted in the privilege log.

6. Internal Vote Projections and Shareholder Base Analysis (May 1, 2024). These materials contain proprietary assessments of the voting tendencies of specific institutional holders, including Thorne Capital Management (6.3%), Ridgeway Asset Management (5.1%), and Windermere Pension Trust (4.4%). These assessments were based on confidential engagement team analysis and, if disclosed, could expose the Board's strategic

1. No Unauthorized Transmissions. No engagement file materials — whether in physical, electronic, or any other form — shall be transmitted to any party, including the Client, successor counsel (Blackthorn Howell & Crane LLP or any other firm), the Client's General Counsel (Nadine Khalil), former or current Board members, regulatory authorities, or any third party, without the prior written approval of Nathaniel Bower

2. Physical File Security. All physical file materials related to Matter No. 1017-00002 shall be secured in the firm's locked file room located at 787 Seventh Avenue, records management facility, floor B2. Physical files shall be stored in sealed, labeled file boxes as described in Section V.A below. Access to the physical file room for purposes of retrieving or reviewing matter files shall require authorization from

3. Electronic File Security. All electronic files related to Matter No. 1017-00002 shall be maintained in the firm's secure document management system (DMS). Access to the electronic matter workspace shall be restricted to the authorized personnel identified in Section VI.A below. The engagement team shall not maintain copies of engagement materials on personal devices, external storage media, personal email accounts

4. Routing of External Requests. Any request for engagement materials — whether received from the reconstituted Board, Nadine Khalil, Vanessa Loring, successor counsel (including but not limited to Blackthorn Howell & Crane LLP or Dominic Sayer personally), Martin Cho at Ashworth Velmoran LLP, Corvus Peak Capital Partners LP, any regulatory authority, or any other party — must be immediately routed to Nathaniel Bower

5. Subpoena and Court Order Protocol. In the event that a subpoena, court order, or other compulsory legal process is received for engagement materials, the firm's litigation department must be immediately notified. In addition, the Client must be given reasonable notice and a meaningful opportunity to assert the attorney-client privilege or any other applicable privilege or protection before any production is made.

6. Inadvertent Disclosure Protocol. In the event that any member of the engagement team becomes aware of, or suspects, an inadvertent disclosure of privileged materials — whether by the firm or by any third party — the team member shall immediately notify Nathaniel Bower. The firm will take all steps available under applicable law to remediate the disclosure and preserve the privilege, including invoking the protecti

IV. DOCUMENT RETENTION PERIOD AND POLICY A. Retention Period All materials related to Matter No. 1017-00002 — encompassing every category of document described in Section II above, whether constituting client-file materials or firm-file materials, and whether in physical or electronic form — shall be placed on a seven (7) year retention hold in accordance with Calderwood & Harkness LLP's standard document retention p

1. Litigation. If any litigation arises in which the engagement or the engagement materials are or may be relevant, including but not limited to: (a) litigation in the Court of Chancery of the State of Delaware arising from Corvus Peak's pending DGCL § 220 books-and-records demand, which as of the date of this protocol remains partially unresolved; (b) any derivative action, securities class action, or other sharehol

2. Regulatory Investigations. If any regulatory investigation or governmental inquiry arises involving the engagement, the parties to the engagement, or the subject matter of the engagement, including but not limited to investigations by the Securities and Exchange Commission, the Financial Conduct Authority, or any other regulatory body.

3. Litigation Hold Notices. If a litigation hold notice is issued by the firm, by the Client, or by any other party that would encompass materials within the engagement file.

4. DGCL § 220 Proceedings. The pending DGCL § 220 books-and-records dispute between Corvus Peak and AGMG remains unresolved as of the date of this protocol and could lead to further proceedings in the Court of Chancery of the State of Delaware. AGMG's Amended and Restated Bylaws (Section 11.1) designate the Court of Chancery as the exclusive forum for such proceedings. If the § 220 dispute proceeds to litigation, the

5. D&O Insurance Claims. If any claim is filed under the Helmsley Indemnity Corp. directors' and officers' liability insurance policy (Policy No. HIC-DOL-2024-009347; policy period January 1, 2024 through December 31, 2024) that may implicate the engagement or the matters addressed during the engagement, the retention hold shall be extended for the duration of such claim and for a period of one year following final r

V. FILE ORGANIZATION AND CLOSING PROCEDURES A. Physical File Organization All physical files (if any) related to Matter No. 1017-00002 shall be organized in accordance with the eight-category structure established in the Index of Work Product Delivered to Client dated July 1, 2024, as follows: Category I: Engagement & Administrative Documents Category II: Fiduciary Duty & Governance Memoranda Category III: Proxy Cont

1. Final vs. Draft Versions. All final versions of client deliverables (i.e., documents delivered to the Client in their final form) shall be clearly distinguished from draft versions through consistent file naming conventions. Final versions shall be designated with the suffix "FINAL" in the file name. Draft versions shall be designated with the suffix "DRAFT" followed by the draft number (e.g., "DRAFTv3"). All draf

2. Email Archiving. All email correspondence — both external (to/from Client representatives, opposing counsel, co-counsel, and third parties) and internal (among engagement team members) — shall be archived in a dedicated email folder within the electronic matter workspace. Emails shall be organized chronologically and, to the extent practicable, tagged with the applicable file category (I through IX).

3. Completeness Check. Audrey Zhou is assigned responsibility for confirming the electronic file organization and running a completeness check against the Index of Work Product Delivered to Client by July 10, 2024. The completeness check shall verify that: (a) all 75 documents cataloged in the Index are present in the electronic matter workspace in their final form; (b) all draft versions of client deliverables are a

4. Upon completion of the electronic file organization and completeness check, Audrey Zhou shall prepare a brief memorandum confirming the results and identifying any discrepancies or gaps, and shall deliver this memorandum to Nathaniel Bower. C. Client File vs. Firm File Distinction For purposes of this protocol and in compliance with the firm's obligations under the New York Rules of Professional Conduct, the engag

VI. ACCESS CONTROLS AND PERSONNEL RESPONSIBILITIES A. Authorized Personnel Access to Matter No. 1017-00002 files — both physical files stored in the firm's records management facility and electronic files maintained in the firm's document management system — is restricted to the following authorized personnel:

1. Nathaniel Bower, Responsible Partner — full access to all engagement materials for purposes of file management, privilege assessment, response to external requests, and all other post-termina