Contract analysis

I. Executive Summary This memorandum is submitted to the Special Committee of the Board of Directors (the "Special Committee" or the "Committee") of Aurelius Global Media Group PLC ("AGMG" or the "Company") by Calderwood & Harkness LLP ("Calderwood & Harkness" or "we") for the purpose of providing the Special Committee with a structured, objective, and legally defensible evaluation framework (the "Framework") for ass

II. Background and Context A. The CEO Vacancy and Interim Designation Marcus Vane resigned as Chief Executive Officer of AGMG effective March 8, 2024, following an eight-year tenure that began in 2016. Mr. Vane's leadership was instrumental in AGMG's transformation from a traditional media conglomerate into a diversified entertainment and digital content enterprise. Under his direction, the Company launched the Lumin

III. Legal Framework: Fiduciary Standards Applicable to the Evaluation A. Duties of Care and Loyalty Under Delaware Law AGMG is incorporated in the State of Delaware, and the fiduciary duties of its directors are accordingly governed by Delaware law. The two primary fiduciary duties — the duty of care and the duty of loyalty — are well-established and have been extensively addressed in our March 25, 2024 Fiduciary Du

IV. Proposed Evaluation Criteria and Scoring Rubric A. Overview of Methodology We propose that the Special Committee adopt a structured scoring rubric comprising ten (10) evaluation criteria, each individually weighted according to its strategic importance to AGMG's current needs and circumstances. The criteria and their weights have been developed through consultation with Hargrove Tate Partners and with reference t

I. Criterion 8: Stakeholder Management and Communications Weight: 5 / 100 Description. This criterion assesses the candidate's skill in managing relationships with diverse stakeholders — shareholders, employees, regulators, media, creative talent, and community partners — and the candidate's public communications abil