Contract analysis

I. Acknowledgment of Termination Notice Calderwood & Harkness hereby acknowledges receipt of the Board's written notification dated June 21, 2024 (the "Termination Notice"), advising that the engagement of Calderwood & Harkness as independent governance counsel to the Board of Directors of Aurelius Global Media Group PLC is terminated effective July 8, 2024. We confirm that the Termination Notice was delivered on beh

II. Summary of Engagement Scope and Duration For the sake of completeness, and to facilitate the Board's transition to successor counsel, we briefly summarize the scope and duration of the Firm's engagement. Calderwood & Harkness was initially engaged on March 12, 2024, to serve as independent governance counsel to the Board in connection with: (i) the contested CEO succession process precipitated by the resignation

III. Final Work Product and Transition Materials Calderwood & Harkness delivered its final work product and comprehensive transition materials to the Board on July 1, 2024, under a separate cover letter addressed to Dame Elspeth Greenvale. The transition package was designed to provide the Board and any successor counsel with a complete and organized record of the Firm's work during the engagement and to identify all

1. Transition Memorandum: Summary of Engagement Work Product. This memorandum provides a comprehensive catalog of all substantive advice rendered by the Firm during the engagement, organized by subject matter and work stream. It identifies all pending issues and open matters as of the date of the memorandum, summarizes the Firm's principal recommendations on unresolved questions, and includes guidance for successor c

2. Privilege Log — Materials Withheld from Corvus Peak's DGCL § 220 Production. This document constitutes the final, complete privilege log listing all documents withheld from the production of books and records in response to the demand served by Corvus Peak Capital Partners LP on March 22, 2024, pursuant to DGCL § 220. The privilege log identifies each withheld document by date, author, recipient, subject matter, a

3. Index of Work Product Delivered to Client. This index provides a complete listing of all memoranda, draft board resolutions, correspondence, presentations, research memoranda, and other deliverables produced by Calderwood & Harkness and delivered to the Board or to AGMG's General Counsel during the engagement. The index is organized chronologically and cross-referenced by subject matter to facilitate identificatio

4. Status Memorandum: Open and Unresolved Issues at Termination. This memorandum identifies all pending matters that remain open and unresolved as of the termination of the engagement and that will require the attention of successor counsel. The open matters identified include, among others: (a) the status of the DGCL § 220 books-and-records demand served by Corvus Peak Capital Partners LP, including the ongoing nego

IV. Final Invoice and Financial Matters The Firm's final invoice for Matter No. 1017-00002 is submitted concurrently with this letter and is dated July 8, 2024. We set forth below a summary of the Firm's total professional fees, expenses, and outstanding balance for the engagement. Total Professional Fees for the Engagement: $1,034,625.00 The professional fees were incurred as follows: Total Expenses (travel, printin

V. Preservation of Records and Privileged Materials Calderwood & Harkness will retain its internal files relating to Matter No. 1017-00002 in accordance with the Firm's document retention policy (the "Retention Policy"), which provides for a minimum seven-year retention hold from the date of matter closure. During the retention period, the Firm's files will be maintained in secure, access-controlled storage, and will

VI. Continuing Obligations of the Firm Notwithstanding the termination of the engagement effective as of the date hereof, Calderwood & Harkness acknowledges and affirms the following continuing obligations, which shall survive the termination of the engagement: Confidentiality. The Firm will maintain the strict confidentiality of all information received during the engagement, including all non-public, proprietary, o

VII. Successor Counsel Transition The Firm understands that the reconstituted Board intends to engage new governance counsel to advise the Board on the matters previously handled by Calderwood & Harkness and on such other governance matters as may arise. We support the Board's decision to ensure continuity of legal representation and stand ready to cooperate fully with successor counsel to ensure a seamless and order

VIII. Acknowledgments and Closing In closing, we wish to express our sincere appreciation for the Board's confidence in retaining Calderwood & Harkness as independent governance counsel during what has been a complex and challenging period for the Company. The issues confronting the Board during the engagement — including a contested CEO succession, an aggressive activist campaign, and the evaluation of transformativ