Contract analysis

From: Nathaniel Bower <nbower@calderwoodharkness.com> To: Colette Whitman <cwhitman@calderwoodharkness.com> Date: Tue, 02 Jul 2024 05:47:00 -0000 Subject: Matter 1017-00002 — Aurelius Global Media Group PLC — File Closing Procedures

As you are each aware, we received formal notice on June 21 from Vanessa Loring, in her capacity as Chair of the Nominating & Governance Committee of the reconstituted Board of Directors of Aurelius Global Media Group PLC (NYSE: AGMG; LSE: AGMG.L), terminating Calderwood & Harkness's engagement as special governance counsel effective July 8, 2024. My acknowledgment letter to Ms. Loring was transmitted on June 25.

Our final work product package — comprising the transition memorandum, the privilege log for the § 220 materials, the comprehensive work product index, and the open issues memorandum — was transmitted to Dame Elspeth Greenvale under cover letter dated July 1, 2024. That concludes our substantive deliverables. What remains is the orderly closing of our files.

Below are detailed instructions for the file closing process under Matter 1017-00002. Please review carefully and note your individual responsibilities and deadlines.

All electronic files must be organized in the firm's document management system under matter number 1017-00002. The folder structure should mirror the work product categories used throughout the engagement, as follows:

- Engagement & Administrative - Fiduciary Duty & Governance Memoranda - Proxy Contest & Shareholder Activism - Special Committee Materials - Board Resolutions & Corporate Governance Documents - Correspondence (External and Internal) - Strategic Alternatives & Financial Advisor Coordination - Transition & Closing Deliverables

**Brendan** has primary responsibility for ensuring that all drafts — including marked-up and superseded versions — are filed in the correct folders. This includes all iterations of the board resolutions, from the designation of the Interim CEO through the tabling of the CEO succession question. Brendan, please also index all internal research memoranda, including the Blasius standard research from the April 25 assig

**Deadline for file organization: July 5.**

**Audrey** will perform a final quality check on the complete file organization before we formally close the matter. **Deadline for quality check: July 7.** Audrey, please also verify that the work product index dated July 1 is comprehensive and accurately matches the actual file contents.

I want to be very clear on this point, as it is of critical importance.

All documents produced during this engagement are privileged communications of the client — the Board of Directors of AGMG. The attorney-client privilege and work product protection belong to the client, not to Calderwood & Harkness. We are custodians of privileged material, and we must treat it accordingly.

As you may have seen in public filings, the reconstituted Board has engaged Blackthorn Howell & Crane LLP as successor governance counsel, effective July 15, 2024. Any requests from BHC for access to our work product **must** be directed to me and **must** be accompanied by written authorization from the client. Do not respond to any such requests independently.

Likewise, no engagement materials are to be shared with any third party — including Ashworth Velmoran LLP (AGMG's standing outside counsel) or Stonebridge Crane & Co. (the financial advisor) — without express client authorization channeled through me.

**Colette:** Please confirm that the privilege log prepared for the § 220 production — the final version dated July 1, 2024, listing all documents withheld from Corvus Peak's DGCL § 220 books-and-records demand — is finalized and indexed as a standalone deliverable in the Transition & Closing Deliverables folder.

A reminder to the entire team: our own internal communications (including this email) are protected by the firm's work product privilege. These should be retained and preserved as part of the matter file.

Any original client documents received during the engagement must be returned to the client. This includes materials received from Nadine Khalil (General Counsel & Corporate Secretary) and other AGMG personnel.

To be specific, our March 14, 2024 document request letter to Ms. Khalil produced the following categories of original materials:

- Restated Certificate of Incorporation - Amended and Restated Bylaws - Board and committee minutes (covering the prior three years) - Committee charters - Marcus Vane's employment agreement - Corvus Peak correspondence - Schedule 13D filings

We also received the Corvus Peak nomination package, which came through Ms. Khalil's office following Audrey's March 4 follow-up request, as well as materials received from Hargrove Tate Partners LLC (Christine Aldridge) and Brackenridge Howard Associates Inc. (Miriam Estabrook) through the Special Committee process.

**Audrey:** Please compile a complete inventory of all original client documents in our possession and coordinate return logistics with Ms. Khalil's office. **Target completion: July 8.** We may retain electronic copies of client documents in the matter file, subject to the firm's retention policy.

All matter files are to be placed on a **7-year retention hold** per firm policy. The retention period runs from the July 8, 2024 engagement termination date — meaning files are to be preserved through at least July 8, 2031.

**No documents are to be destroyed or purged without my express written approval.**

Given the nature of this engagement — a contested proxy, an activist campaign, the § 220 demand that may still be open, and the possibility of future litigation — I want to flag that a formal litigation hold may need to be imposed if circumstances warrant. I will continue to monitor developments and will advise the team if that becomes necessary. Please refer to the internal Document Retention & Privilege Protocol me

**Colette:** Please finalize all time entries and expense reports by **July 8, 2024**. The final invoice should be submitted on July 8, reflecting the total outstanding balance of **$312,817**.

For the record, please review and confirm the following total engagement figures for accuracy:

*Fees:* - Bower: 247.5 hours × $1,750/hr = $433,125 - Whitman: 134.0 hours × $1,625/hr = $217,750 - Zhou: 262.0 hours × $985/hr = $258,070 - Walsh: 173.0 hours × $725/hr = $125,425 - Paralegal time: $255 - **Total fees: $1,034,625**

*Expenses:* - Travel, printing, court filing fees, database charges: **$38,442**

*Engagement Total:* - **Grand total: $1,073,067** - Less retainer credits applied: $75,000 (initial retainer, paid March 14) + $75,000 (quarterly replenishment, June 14) = $150,000

Please confirm that all time entries are properly coded and that narratives are sufficiently detailed for client review while remaining appropriately redacted for privilege. If the outstanding balance is not received within 30 days of invoice, please escalate to me.

**6. Summary of Assignments and Deadlines**

| Team Member | Responsibility | Deadline | |---|---|---| | **Brendan Walsh** | File organization and folder structure; index all drafts (including all board resolution versions) and internal research memoranda | July 5 | | **Audrey Zhou** | Quality check on complete file; compile inventory of original client documents; coordinate document return with Khalil's office; verify work product index against actual file con

Effective July 8, all incoming communications referencing matter 1017-00002 or Aurelius Global Media Group should be forwarded immediately to me. No member of this team should respond to any inquiry from the reconstituted Board, Blackthorn Howell & Crane, or any other party regarding this engagement without my prior authorization.

I would also note for the record that any future engagement of Calderwood & Harkness by AGMG or the reconstituted Board would require a new conflicts check and a new engagement letter.

I want to take a moment to thank each of you for your work over the course of this engagement. The past four months have been intensive — a contested proxy fight, a CEO succession deadlock, an activist campaign by Corvus Peak, the § 220 demand, and the coordination of the strategic alternatives review — and each of you handled your respective responsibilities with professionalism and rigor.

I will prepare the internal Client File Closing Memorandum, with Colette's input, for finalization on July 8. That memorandum will document the matter closure, lessons learned, and the retention schedule.

We have a hard deadline of July 8. If any of you have questions or anticipate any issues with the assignments or timelines set forth above, please raise them with me promptly.

Nathaniel Bower Partner Calderwood & Harkness LLP Direct: (212) 555-4100 nbower@calderwoodharkness.com