Contract analysis

I. Introduction and Purpose This memorandum is prepared in connection with the termination of Calderwood & Harkness LLP's ("C&H" or the "Firm") engagement as independent governance counsel to the Board of Directors (the "Board") of Aurelius Global Media Group PLC ("AGMG" or the "Company"). The engagement was opened on March 12, 2024, pursuant to the engagement letter of the same date executed by the Firm and the Comp

1. This Status Memorandum — Open and Unresolved Issues at Termination;

2. The Transition Memorandum (Summary of Engagement Work Product);

3. The Privilege Log (Materials Withheld from § 220 Production); and

4. The Index of Work Product Delivered to Client. The purpose of this memorandum is to identify and describe, with sufficient specificity and context, all pending matters, unresolved issues, and open obligations that have arisen during or in connection with the engagement and that require the continued attention of the Board, the General Counsel, and successor counsel. Based on the Company's public filings and commun

II. Summary of Open Issues For the convenience of the Board and successor counsel, the principal categories of unresolved matters identified in this memorandum are summarized below. Each is addressed in detail in the sections that follow.

1. DGCL § 220 Books-and-Records Demand — Response Status and Potential Litigation (Section III): The books-and-records demand served by Corvus Peak Capital Partners LP on March 22, 2024 remains formally outstanding. Although a partial production of non-privileged corporate records has been made, Corvus Peak has not accepted the production as complete. No litigation has been filed in the Court of Chancery as of the da

2. D&O Insurance Tail Coverage for Departing Directors (Section IV): Three directors (Tobias Kessler, Hugh Pemberton, and Sofia Delgado-Ríos) were not re-elected at the June 7, 2024 Annual General Meeting. The availability, terms, and pricing of tail coverage under the Company's existing D&O policy with Helmsley Indemnity Corp. have not yet been confirmed, and the Company's indemnification obligations to the departin

3. Hargrove Tate Partners LLC — Contract Status and Remaining Fee Obligations (Section V): The CEO search engagement with Hargrove Tate Partners LLC has not been formally terminated, notwithstanding the Board's June 14, 2024 resolution tabling the CEO succession process. Remaining fee obligations of up to $500,000, plus expenses and potential termination or tail fees, are unresolved.

4. Stonebridge Crane & Co. — Engagement Status and Tail Fee Exposure (Section VI): The strategic alternatives advisory engagement with Stonebridge Crane & Co. has not been formally terminated. Monthly retainer fees of $250,000 may continue to accrue, and the engagement's 12-month tail provision creates a material contingent liability estimated at approximately $21.6 million in the event a change-of-control transactio

5. FCA/DTR Disclosure Obligations — Continuing Compliance Requirements (Section VII): As a dual-listed company with shares admitted to trading on the London Stock Exchange Main Market, AGMG is subject to the FCA's Disclosure Guidance and Transparency Rules. The board reconstitution, changes in director shareholdings, and the Corvus Peak stake increase may trigger notification obligations under DTR 3 and DTR 5 that re

III. Issue 1: DGCL § 220 Books-and-Records Demand — Response Status and Potential Litigation A. Background On March 22, 2024, Corvus Peak Capital Partners LP ("Corvus Peak"), a Delaware limited partnership with its principal place of business at 590 Lexington Avenue, 34th Floor, New York, New York 10022 (Employer Identification Number 83-2196504), served a formal demand for inspection of books and records pursuant to

IV. Issue 2: D&O Insurance Tail Coverage for Departing Directors A. Background Following the June 7, 2024 Annual General Meeting, three incumbent directors were not re-elected to the Board. The election results for the three departing directors were as follows: Each of these three individuals served on the Board during a period of significant corporate activity, including the CEO transition, the formation of the Spec

V. Issue 3: Hargrove Tate Partners LLC — Contract Status and Remaining Fee Obligations A. Background On March 15, 2024, the Nominating & Governance Committee of the Board retained Hargrove Tate Partners LLC ("Hargrove Tate"), an executive search firm with offices at 200 Clarendon Street, 48th Floor, Boston, Massachusetts 02116, to conduct a formal search for a permanent Chief Executive Officer to succeed Marcus Vane,

VI. Issue 4: Stonebridge Crane & Co. — Engagement Status and Tail Fee Exposure A. Background On April 22, 2024, the Board, acting through the Special Committee, engaged Stonebridge Crane & Co. ("Stonebridge"), an investment bank with offices at 383 Madison Avenue, New York, New York 10179, to evaluate strategic alternatives for the Company. The engagement was initiated as a defensive measure in response to the Corvus

VII. Issue 5: FCA/DTR Disclosure Obligations — Continuing Compliance Requirements A. Background As noted in Section I above, AGMG's ordinary shares are admitted to the premium segment of the Official List of the Financial Conduct Authority (the "FCA") and to trading on the London Stock Exchange Main Market under the ticker symbol "AGMG.L," in addition to the Company's primary listing on the New York Stock Exchange un

VIII. Secondary and Ancillary Open Matters In addition to the five principal open issues addressed in Sections III through VII above, the following secondary and ancillary matters remain open as of the date hereof and may require the attention of successor counsel. A. Ashworth Velmoran LLP Coordination AGMG's standing outside counsel is Ashworth Velmoran LLP ("AK"), with offices at One Liberty Plaza, New York, New Yo