Contract analysis

I. EXECUTIVE SUMMARY This memorandum provides the Board of Directors of Aurelius Global Media Group PLC ("AGMG" or the "Company") with a comprehensive legal framework for evaluating strategic alternatives following the Board's April 22, 2024 engagement of Stonebridge Crane & Co. ("Stonebridge") as financial advisor to the Board. The purpose of this memorandum is to ensure that the Board and the Special Committee are

II. BACKGROUND AND PROCEDURAL CONTEXT A. Genesis of the Strategic Alternatives Review The current strategic alternatives process is the product of a sequence of events that began in January 2024, when Corvus Peak first disclosed its position in AGMG. The following timeline sets forth the key events leading to the Board's April 22, 2024 decision to engage Stonebridge and commence a formal evaluation of strategic alter

III. APPLICABLE FIDUCIARY DUTY FRAMEWORK UNDER DELAWARE LAW The Delaware courts have developed a well-established and nuanced body of law governing the fiduciary duties of corporate directors in the context of strategic alternatives reviews and potential change-of-control transactions. This Section sets forth the applicable legal standards in the order in which they are most likely to arise during the course of AGMG'

IV. PROCESS REQUIREMENTS FOR A DEFENSIBLE STRATEGIC ALTERNATIVES REVIEW The legal framework set forth in Section III establishes the substantive standards by which the Board's conduct will be judged. This Section addresses the process requirements — the procedural steps the Board must take to ensure that its exploration of strategic alternatives satisfies those substantive standards and is defensible in the event of