Contract analysis

I. Purpose and Background The purpose of this memorandum is to provide comprehensive guidance to the Board of Directors of Aurelius Global Media Group PLC ("AGMG" or the "Company") and to the General Counsel's office regarding the retention, cataloging, and privilege preservation of all records generated by or for the Special Committee of the Board of Directors (the "Special Committee") during the CEO succession proc

II. Categories of Special Committee Records Requiring Preservation Set forth below is a comprehensive (though not necessarily exhaustive) catalog of the categories of records generated by or for the Special Committee during its existence. All records falling within these categories should be collected, inventoried, and preserved in accordance with the protocols described in Part V. A. Special Committee Charter and Fo

1. The draft Special Committee Charter, prepared by Calderwood & Harkness LLP and circulated to the Board on March 18, 2024, together with any markup, comment, or revision history reflecting the Board's deliberations on the scope and authority of the Committee.

2. The executed Special Committee Charter, as adopted by the Board of Directors on March 18, 2024, bearing the signatures of Dame Elspeth Greenvale (then Vice Chair of the Board) and Nadine Khalil (Corporate Secretary).

3. The Board resolution forming the Special Committee, approved unanimously on March 18, 2024, which defines the Committee's mandate, authority, composition, and reporting obligations.

4. The Board resolution dissolving the Special Committee, approved on June 14, 2024 by the reconstituted Board, together with any minutes or records of the deliberations preceding the dissolution vote.

5. Any amendments, supplemental authorizations, or modifications to the Special Committee's charter or mandate adopted during the Committee's existence, including any resolutions expanding the Committee's authority to encompass the strategic alternatives review or to engage financial advisors. B. CEO Search Process Materials The CEO search process generated a substantial body of records that reflect the Special Commi

1. Engagement of Executive Search Firm. The engagement letter with Hargrove Tate Partners LLC, an executive search firm retained by the Special Committee on March 15, 2024. The engagement was led by Christine Aldridge, a senior partner at Hargrove Tate. The terms of the engagement provide for a flat fee of $750,000, plus reasonable expenses, payable in three installments. We note that only the first installment of $2

2. Candidate Identification and Evaluation Materials. All correspondence between the Special Committee and Hargrove Tate Partners relating to candidate identification, outreach, and preliminary assessment, including initial candidate profiles, sector analyses, and market-mapping materials. This includes the candidate long list, the short list, and all evaluation matrices used to rank and compare candidates against th

3. Candidate Interview Notes. Notes, summaries, and records from the April 18, 2024 interview session, during which the Special Committee interviewed five external CEO candidates. We understand that interview notes were taken by various participants, including Tobias Kessler, Lucinda Farrow-Grant, Dr. Anwen Llewellyn, and Christine Aldridge. These notes may exist in handwritten, typed, or electronic form. All version

4. Evaluation Framework Memorandum. Calderwood & Harkness's memorandum dated April 5, 2024, titled Evaluation Framework for Internal vs. External CEO Candidates, which provided the analytical framework used by the Special Committee to assess candidates and was prepared in connection with providing legal advice regarding the Board's fiduciary obligations in the succession context.

5. Candidate Interview Summary. Calderwood & Harkness's privileged memorandum dated April 20, 2024, titled Special Committee Update — Candidate Interview Summary and Observations, which synthesized the results of the April 18, 2024 interviews and provided legal advice regarding the Committee's next steps.

6. Internal Candidate Materials — Priya Nair-Whitfield. All materials relating to the evaluation of Priya Nair-Whitfield, the Company's Chief Operating Officer and Interim CEO, as an internal candidate for the permanent CEO role. This includes performance data, strategic presentations made by Nair-Whitfield to the Special Committee, and compensation benchmarking data prepared by Brackenridge Howard Associates Inc. (l

7. External Candidate Materials — Jonathan Hale. All materials relating to the evaluation of Jonathan Hale as an external candidate, including his background materials, résumé, and professional references. Hale previously served as Chief Executive Officer of Meridian Studios International Inc. from 2014 to 2022, during which tenure he oversaw Meridian's $3.1 billion acquisition by Zenith Consolidated Entertainment Co

8. Other Candidate Materials. All other candidate dossiers, reference check summaries, background investigation reports, and related materials generated during the CEO search process, regardless of whether the candidates advanced to the interview stage. C. Calderwood & Harkness Memoranda Delivered to the Special Committee Throughout the Special Committee's existence, Calderwood & Harkness prepared and delivered a ser

1. Memorandum: Special Committee Charter — Best Practices and Proposed Terms (March 17, 2024) — providing recommendations on the scope of authority, composition, and procedural framework for the Special Committee's charter.

2. Memorandum: CEO Search Process — Recommended Governance Protocols (March 20, 2024) — outlining the governance protocols recommended for the CEO search, including documentation standards, meeting procedures, and conflict management.

3. Memorandum: Special Committee Process Recommendations — CEO Search (March 22, 2024) — providing additional process recommendations following the Committee's organizational meeting.

4. Memorandum: Board Fiduciary Duties in CEO Succession Under Delaware Law (March 25, 2024) — analyzing the fiduciary obligations of directors and committee members in the context of a CEO succession process under Delaware law, including the application of the business judgment rule and the enhanced scrutiny standard.

5. Memorandum: Interim CEO Designation — Fiduciary Considerations (March 28, 2024) — analyzing whether the Board's designation of Priya Nair-Whitfield as Interim CEO created an implied precommitment to her candidacy for the permanent role, and the fiduciary implications thereof.

6. Memorandum: Evaluation Framework for Internal vs. External CEO Candidates (April 5, 2024) — setting forth the recommended evaluation framework discussed in Part II.B.4 above.

7. Memorandum: Conflicts of Interest — Jonathan Hale and Corvus Peak (April 19, 2024) — analyzing the conflict-of-interest issues arising from the Hale/Solberg relationship discussed in Part II.B.7 above.

8. Memorandum: Special Committee Update — Candidate Interview Summary and Observations (April 20, 2024) — summarizing the April 18 interview session and providing legal observations and recommendations.

9. Any other advisory memoranda, email memoranda, presentations, or written legal advice delivered by Calderwood & Harkness to the Special Committee, its individual members, or the General Counsel's office in connection with the Special Committee's mandate. D. Special Committee Meeting Minutes and Agendas Formal meeting records constitute core corporate governance documents and are subject to preservation obligations

1. All meeting agendas prepared for Special Committee sessions held between March 18, 2024 and June 14, 2024.

2. All minutes of Special Committee meetings, whether in draft or final form, prepared by Nadine Khalil in her capacity as Corporate Secretary or by designated Committee counsel.

3. Attendance records for all Special Committee meetings, including records of participation by non-member attendees such as Calderwood & Harkness attorneys, representatives of Hargrove Tate Partners, representatives of Stonebridge Crane & Co., and Company management.

4. Records of any telephonic or video conference meetings of the Special Committee, including dial-in logs, calendar invitations, and any recordings (if any recordings were made, they should be preserved and not destroyed).

5. Any written or electronic consents, unanimous written actions, or other records of Committee action taken outside of formal meetings. We note that the quality and completeness of the meeting minutes will be a critical factor in any future assessment of the Special Committee's process, whether in the context of fiduciary duty litigation, a § 220 inspection, or a D&O insurance claim. We encourage the General Counsel

1. All internal Special Committee correspondence regarding the Corvus Peak proxy contest, including analyses of Corvus Peak's public filings (Schedule 13D and amendments thereto), proxy materials, and public statements.

2. Materials relating to the settlement proposal submitted by Corvus Peak on May 10, 2024. The proposal offered the immediate seating of two Corvus Peak nominees on the Board, with the CEO search to be paused and the Special Committee's mandate narrowed. The Board, acting on the Special Committee's recommendation, rejected this proposal. All records reflecting the Committee's analysis of and deliberations on the prop

3. Calderwood & Harkness's memorandum dated May 30, 2024, titled Settlement Analysis and Recommendation, which analyzed the terms of the Corvus Peak proposal and provided legal advice regarding the Board's fiduciary obligations in evaluating the settlement.

4. The draft Term Sheet: Proposed Cooperation Agreement with Corvus Peak (June 2, 2024), prepared by Calderwood & Harkness as a potential counterproposal in connection with the reopened settlement discussions that commenced on or about June 1, 2024.

5. All materials from the reopened settlement discussions, including correspondence, meeting notes, and term sheets exchanged between AGMG (or its representatives) and Corvus Peak (or its counsel).

6. Any direct or indirect communications between Special Committee members and representatives of Corvus Peak, including its Chief Investment Officer Damien Solberg, or its legal counsel at Blackthorn Howell & Crane LLP (lead partner Dominic Sayer). This includes any informal or back-channel communications that may have occurred outside of the formally structured negotiation process. F. Financial Advisor Materials Th

1. The engagement letter with Stonebridge Crane & Co., executed on April 22, 2024. The engagement was led by Anil Kapoor-Mehta, a managing director at Stonebridge Crane. The terms provide for a monthly retainer of $250,000 and a transaction fee of 0.25% of enterprise value in the event of a strategic transaction. All correspondence, invoices, and engagement documentation should be preserved.

2. Calderwood & Harkness's Confidentiality and Information Barrier Protocols memorandum dated April 26, 2024, which established the information wall between the strategic alternatives review conducted by Stonebridge Crane and the CEO search process conducted by Hargrove Tate Partners. This memorandum was designed to prevent the inappropriate flow of information between the two workstreams and to protect the integrity

3. Any strategic alternatives analyses, preliminary valuation materials, industry benchmarking data, or other financial advisory materials provided by Stonebridge Crane to the Special Committee, whether in draft or final form.

4. Presentation materials prepared by Stonebridge Crane for Special Committee meetings, including any board books, slide decks, or written summaries. G. Emails, Electronic Communications, and Informal Notes Electronic and informal communications represent a significant and often overlooked category of corporate records. These communications may contain candid assessments, real-time deliberations, and contemporaneous

1. All emails sent to, from, or among Special Committee members (Tobias Kessler, Lucinda Farrow-Grant, and Dr. Anwen Llewellyn) relating to Committee business, whether sent via corporate email accounts or personal accounts. This includes emails with Calderwood & Harkness attorneys, Hargrove Tate Partners, Stonebridge Crane & Co., Brackenridge Howard Associates, Company management, and any other parties.

2. Text messages, instant messages (including messages sent via Northgate Data Systems, Meridian Solutions, Meridian Services Inc., Signal, or any other messaging platform), or other electronic communications on personal devices or corporate platforms that relate to Special Committee business.

3. Handwritten notes taken by Committee members during meetings, interviews, telephone calls, or at any other time in connection with Committee business. Handwritten notes are often the most candid and contemporaneous records of deliberations and are routinely sought in discovery.

4. Calendar entries, scheduling communications, and dial-in or login records for Special Committee meetings or calls. We wish to emphasize the particular urgency of collecting electronic communications from departing director Tobias Kessler. As of June 7, 2024, Kessler is no longer a director of the Company and, accordingly, the Company's ability to compel the return of materials in his possession may diminish over t

III. Privilege Analysis and Protection The records generated by and for the Special Committee include a substantial volume of materials that are protected by the attorney-client privilege, the work product doctrine, or both. This Part provides an analysis of the applicable privilege protections, identifies key risks of waiver, and addresses the implications of the pending DGCL § 220 demand. A. Attorney-Client Privile

IV. Retention Obligations — Legal and Regulatory Framework AGMG's obligation to preserve Special Committee records arises under multiple overlapping legal and regulatory frameworks, as well as contractual obligations under the Company's D&O insurance policy. This Part summarizes the principal retention obligations applicable to the Company. A. Delaware Law Obligations AGMG is incorporated in the State of Delaware and

1. All current directors of the Board, including the newly seated Corvus Peak nominees (Malcolm Trask, Vanessa Loring, and Dr. Raymond Chu).

2. All former directors who served during the Special Committee's existence, including Tobias Kessler, Hugh Pemberton, and Sofia Delgado-Ríos.

3. The General Counsel and Corporate Secretary, Nadine Khalil.

4. Garrett Voss, Chief Financial Officer, to the extent that financial records relating to advisor engagement fees, search expenses, or other Committee-related expenditures are within his custody or control.

5. The Company's IT department and any custodians of electronic data, including administrators of the corporate email system, document management system, and any cloud-based storage platforms used for Committee business.

6. Any other individuals who may have custody or control over Special Committee materials, including administrative assistants, legal department staff, and records management personnel. The litigation hold notice should instruct all recipients to preserve all documents, communications, and electronic data relating to the Special Committee, the CEO succession process, and the Board's response to the Corvus Peak activi

V. Recommended Preservation Protocols Based on the foregoing analysis, we recommend that AGMG adopt and implement the following preservation protocols. These protocols are designed to ensure the comprehensive collection, secure storage, and ongoing accessibility of all Special Committee records, while maintaining the integrity of applicable privilege protections. A. Centralized Repository All Special Committee record

VI. Transition to Successor Counsel As noted in Part I, Calderwood & Harkness's engagement as governance counsel to AGMG terminates effective July 8, 2024. The reconstituted Board has engaged Blackthorn Howell & Crane LLP as new governance counsel, with Dominic Sayer serving as lead partner. Calderwood & Harkness is preparing and will deliver a comprehensive transition memorandum, dated July 1, 2024, which catalogs a

1. AGMG should obtain written confirmation from Blackthorn Howell & Crane LLP regarding the firm's obligations to protect the attorney-client privilege and work product protections attaching to all existing Special Committee materials, and the firm's acknowledgment that it will not use or disclose such materials for the benefit of any current or former client, including Corvus Peak.

2. Access protocols should be formalized in writing before any transfer of Special Committee records (or copies thereof) to successor counsel. These protocols should specify which attorneys and personnel at Blackthorn Howell & Crane will have access to the materials, what internal screens or information barriers are in place, and what procedures will be followed if a conflict issue arises.

3. AGMG should consider whether the engagement of separate, independent counsel for the purpose of managing the § 220 demand and any related litigation would be advisable, given the conflict dynamics described above. An independent firm with no prior relationship to Corvus Peak would provide the Board with an additional layer of protection against inadvertent or strategic erosion of the privilege. These recommendatio

VII. Specific Recommendations for Immediate Action Based on the analysis and recommendations set forth in this memorandum, we recommend that the following actions be taken promptly. We have organized these recommendations in order of priority, though all should be completed as expeditiously as practicable.

1. Issue Litigation Hold Notice. Issue a formal written litigation hold notice to all current and former directors of the Board (including Tobias Kessler, Hugh Pemberton, and Sofia Delgado-Ríos), to Nadine Khalil (General Counsel and Corporate Secretary), to Garrett Voss (Chief Financial Officer), and to the Company's IT custodians. The notice should cover all Special Committee materials, CEO succession records, and

2. Contact Tobias Kessler. Contact Tobias Kessler promptly — within five business days of the date of this memorandum — to arrange the collection of all Special Committee records in his possession, custody, or control, including personal device communications. Obtain his written certification of compliance. If necessary, reference the cooperation obligations addressed in Calderwood & Harkness's June 9, 2024 memorandu

3. Collect Physical and Electronic Materials from Continuing Committee Members. Direct Lucinda Farrow-Grant and Dr. Anwen Llewellyn to surrender all Special Committee materials to the centralized repository, including personal device communications relating to Committee business. Coordinate with the IT department to create forensically defensible copies of any electronic communications that cannot be transferred in n