Contract analysis

1. Purpose and Engagement This Engagement Letter confirms the engagement of Calderwood & Harkness LLP by the Board of Directors of Aurelius Global Media Group PLC, a public limited company incorporated under the laws of the State of Delaware and registered as an overseas company in England and Wales (Company Number: OE009714). AGMG's common shares are listed on the New York Stock Exchange under the ticker symbol "AGM

2. Scope of Engagement The Firm's representation of the Board will encompass the following matters: (a) CEO Succession Process. The Firm will advise the Board, and any committee thereof (including any Special Committee that may be formed for such purpose), on the fiduciary duties, governance best practices, and legal requirements applicable to the process of identifying and selecting a successor to Marcus Vane, who r

3. Client Identification The client in this engagement is the Board of Directors of Aurelius Global Media Group PLC, acting collectively in its capacity as the governing body of the Company. The Firm does not represent, and will not be deemed to represent, any individual director, officer, employee, or agent of AGMG in his or her personal capacity. Individual directors should be aware that the Firm owes its duties to

4. Staffing The engagement will be led by the following attorneys of the Firm: Nathaniel Bower — Responsible Partner. Mr. Bower is a member of the Firm's Bankruptcy & Restructuring Group with deep expertise in corporate governance, fiduciary duty litigation, and Board advisory matters. He has advised boards of directors and special committees of numerous public companies in contested situations, CEO succession proces

5. Fee Arrangement Basis. The engagement will be billed on an hourly basis at the Firm's standard rates, as set forth below. Hourly rates are subject to annual adjustment, typically effective January 1 of each year. The Board will be notified in writing of any rate changes prior to their effective date. 2024 Hourly Rates for the Engagement Team. The following hourly rates shall apply for services rendered by the curr

6. Conflicts Disclosure The Firm has conducted a thorough conflicts check in connection with this engagement and confirms the following: (a) The Firm does not currently represent, and has not within the past two (2) years represented, Corvus Peak Capital Partners LP, Corvus Peak Management LLC (the general partner of Corvus Peak), or any of their respective affiliates, partners, principals, members, or related invest

7. Confidentiality and Privilege All communications between the Firm and the Board, and all work product prepared by the Firm in connection with this engagement (including memoranda, draft resolutions, correspondence, research notes, and any other written or oral communications), are intended to be protected by the attorney-client privilege and/or the work product doctrine to the fullest extent permitted by applicabl

8. Relationship with Other Advisors The Board has informed the Firm that AGMG management is currently represented by Ashworth Velmoran LLP as its standing outside counsel. Ashworth Velmoran LLP maintains its principal office at One Liberty Plaza, New York, New York 10006, and the lead partner for the AGMG relationship at that firm is Martin Cho. Ashworth Velmoran LLP has served as outside counsel to AGMG management s

9. Governing Law This Engagement Letter and the relationship between the Firm and the Board shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict-of-laws principles. Delaware law governs this engagement because AGMG is incorporated in the State of Delaware and the substantive corporate governance questions at issue in the matters described in Section 2

10. Termination Either the Board or the Firm may terminate this engagement at any time, with or without cause, upon written notice to the other party. In the case of termination by the Board, such notice shall be provided by Dame Greenvale (or such other person as the Board may designate) to Nathaniel Bower. In the case of termination by the Firm, notice shall be provided by Mr. Bower to Dame Greenvale. Upon terminat

11. Limitation of Liability To the fullest extent permitted by applicable law, the Firm's aggregate liability to the Board, the Company, and any of their respective directors, officers, employees, agents, and affiliates, arising out of or relating to the Firm's services under this engagement, shall not exceed the total amount of professional fees actually paid to the Firm under this Engagement Letter; provided, howev

12. No Guarantee of Outcome The Firm makes no representation, warranty, or guarantee regarding the outcome of any matter for which it provides advice under this engagement. The engagement of the Firm does not guarantee any particular result in the CEO succession process, the proxy contest, the Board's response to the Corvus Peak activist campaign, or any other matter within the scope of this engagement. While the Fir

13. Entire Agreement; Amendments This Engagement Letter constitutes the entire agreement between the parties with respect to the engagement described herein, and supersedes all prior or contemporaneous discussions, negotiations, representations, and understandings, whether oral or written, relating to the subject matter hereof. No provision of this Engagement Letter may be amended, modified, supplemented, or waived e

14. Acceptance and Execution We respectfully request that Dame Elspeth Greenvale, acting on behalf of the Board of Directors of Aurelius Global Media Group PLC, execute and return a copy of this Engagement Letter to confirm the Board's agreement to the terms set forth herein. A copy may be returned by email to Nathaniel Bower at nbower@calderwoodharkness.com, with a courtesy copy to Colette Whitman at cwhitman@calder