Contract analysis

Section 1: Parties 1.1 The Company Aurelius Global Media Group PLC ("AGMG" or the "Company") is a public limited company incorporated under the laws of the State of Delaware, United States, and registered as an overseas company in England and Wales under the Companies Act 2006. The principal executive office of the Company is located at 14 Sceptre Row, London EC2V 7QN, United Kingdom. The Company maintains its regist

Section 2: Recitals / Background The following recitals set forth the factual background and context for the proposed Cooperation Agreement. These recitals are intended to be incorporated into the Definitive Agreement and shall serve as interpretive context for the substantive provisions set forth herein. WHEREAS, Aurelius Global Media Group PLC is a public media and entertainment conglomerate whose shares of common

Section 3: Board Representation 3.1 Appointment of Corvus Peak Designees Immediately upon execution of the Definitive Agreement, the Board shall appoint two (2) individuals designated by Corvus Peak to serve as members of the Board of Directors of the Company (each, a "Corvus Designee" and, collectively, the "Corvus Designees"). The two Corvus Designees shall be selected from among the three individuals previously no

Section 4: Standstill Provisions 4.1 Standstill Period The "Standstill Period" shall mean the period beginning on the date of execution of the Definitive Agreement and ending on the date that is eighteen (18) months after such date of execution, unless earlier terminated in accordance with Section 4.5 of this Term Sheet. 4.2 Ownership Cap During the Standstill Period, the Corvus Peak Group shall not, directly or indi

Section 5: Mutual Non-Disparagement 5.1 Company Obligations From and after the date of execution of the Definitive Agreement, neither the Company nor any of its directors, officers, employees, or authorized spokespersons shall make, issue, or cause to be made or issued, any public statement, comment, or communication, whether written or oral, that disparages, defames, criticizes, is derogatory of, or casts in a negat

Section 6: CEO Succession Process 6.1 Reset of Search Process The parties acknowledge that the CEO succession process initiated following the resignation of Marcus Vane on March 8, 2024, has been the subject of significant disagreement between the parties. In order to address this disagreement and to establish a search process that both parties view as fair, rigorous, and credible, the CEO succession process shall be

Section 7: Governance Commitments 7.1 Board Composition and Refreshment The Board shall maintain a majority of independent directors at all times during the Standstill Period, as required by Section 303A of the NYSE Listed Company Manual and the Company's Corporate Governance Guidelines. The Company shall take all actions necessary to ensure continued compliance with applicable independence requirements. The Board's

Section 8: Voting Commitments 8.1 Corvus Peak Voting Obligations During the Standstill Period, the Corvus Peak Group shall cause all shares of the Company's common stock beneficially owned by the Corvus Peak Group to be present, in person or by proxy, at each annual and special meeting of the Company's shareholders, so as to be counted for purposes of establishing a quorum. At each such meeting, the Corvus Peak Group

Section 9: Information Rights 9.1 Regular Information Each Corvus Designee serving on the Board shall receive all information, materials, reports, analyses, and other documentation provided to other members of the Board on the same basis, in the same form, and at the same time as such information is provided to other members of the Board. This includes, without limitation, Board packages, committee materials (for com

Section 10: Pending Legal Matters 10.1 Section 220 Demand Corvus Peak's demand for inspection of books and records under Section 220 of the DGCL, dated March 22, 2024 (the "Section 220 Demand"), seeking production of materials relating to the CEO search committee, CEO succession process, and related Board deliberations, shall be withdrawn with prejudice by Corvus Peak promptly upon execution of the Definitive Agreeme

Section 11: Public Announcement 11.1 Joint Press Release Promptly following execution of the Definitive Agreement, the parties shall issue a joint press release (the "Joint Press Release") in a form mutually agreed upon by the parties prior to execution. The Joint Press Release shall describe the material terms of the Cooperation Agreement, including the appointment of the Corvus Designees to the Board, the standstil

Section 12: Representations and Warranties 12.1 Company Representations The Company represents and warrants to Corvus Peak as follows: (a) Organization and Good Standing. The Company is a public limited company duly incorporated under the laws of the State of Delaware and duly registered as an overseas company in England and Wales under the Companies Act 2006. The Company is in good standing under the laws of the Sta

Section 13: Expenses 13.1 Own Expenses Each party shall bear its own legal, financial advisory, proxy solicitation, public relations, and other expenses incurred in connection with the negotiation, documentation, and execution of the Definitive Agreement, as well as all expenses incurred in connection with the proxy contest and all related matters. For informational purposes, the principal advisors to each party are

Section 14: Term and Termination 14.1 Effective Date The Definitive Agreement shall become effective upon execution and delivery by both parties (the "Effective Date"). 14.2 Term Unless earlier terminated in accordance with Section 14.3 below, the Definitive Agreement shall remain in full force and effect until the expiration of the Standstill Period, which shall be the date that is eighteen (18) months after the Eff