Contract analysis

I. EXECUTIVE SUMMARY On March 22, 2024, Corvus Peak Capital Partners LP ("Corvus Peak"), through its counsel Blackthorn Howell & Crane LLP (lead partner Dominic Sayer), served a formal demand for books and records on Aurelius Global Media Group PLC ("AGMG" or the "Company") pursuant to Section 220 of the Delaware General Corporation Law (the "DGCL"). The demand was addressed to Nadine Khalil, in her capacity as Gener

II. BACKGROUND A. The Corvus Peak Activist Campaign The § 220 demand must be understood in the context of Corvus Peak's broader activist campaign against AGMG. The following chronology sets forth the key developments: January 18, 2024. Corvus Peak filed an initial Schedule 13D with the Securities and Exchange Commission disclosing beneficial ownership of approximately 6.1% of AGMG's outstanding common stock. The Sche

III. STATUTORY FRAMEWORK — DGCL § 220 A. Standing Requirements

Section 220(b) of the DGCL provides, in pertinent part, that "[a]ny stockholder, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose, and to make copies and extracts from" the corporation's stock ledger, list of stockholders, and "other books and records." The statute is designe

IV. PROPER PURPOSE ANALYSIS — APPLICATION TO CORVUS PEAK'S DEMAND A. Investigation of Fiduciary Duties in CEO Succession Corvus Peak's demand alleges that the Board's March 8, 2024, designation of Priya Nair-Whitfield as Interim CEO — which occurred within hours of Marcus Vane's resignation and before any formal search process had been initiated — suggests that the Board had a predetermined outcome in mind for the pe

V. SCOPE ANALYSIS — DOCUMENTS SUBJECT TO PRODUCTION VERSUS WITHHOLDING The critical question for purposes of AGMG's response is not whether Corvus Peak is entitled to inspect any books and records — it almost certainly is — but rather which books and records it is entitled to receive. This section categorizes the documents demanded by Corvus Peak into three groups: (A) documents likely subject to production; (B) docu

1. Board Minutes Relating to CEO Resignation and Interim CEO Designation (March 8, 2024). The minutes of the special Board meeting at which Marcus Vane's resignation was accepted and Priya Nair-Whitfield was designated as Interim CEO are core corporate records. Board minutes are the "primary source of evidence of Board action" and are among the first documents a Delaware court would order produced in a § 220 proceedi

2. Board Resolutions Regarding Formation of the Special Committee (March 18, 2024). The Board resolution establishing the Special Committee is a formal governance document reflecting a corporate action that is both non-privileged and directly responsive to the stated purpose. Production is appropriate.

3. The Executed Special Committee Charter (March 18, 2024). The Charter is a formal corporate governance document that defines the mandate, authority, and composition of the Special Committee. It is a non-privileged document and is directly responsive to the stated purpose. Production is appropriate.

4. Marcus Vane's Employment Agreement and Non-Privileged Separation-Related Board Resolutions. Vane's employment agreement is a formal corporate contract, and the Board resolutions approving his severance terms are formal Board actions. These documents relate to the circumstances of Vane's departure, which is squarely within the scope of Corvus Peak's investigation. We recommend production of the employment agreement

5. Non-Privileged Portions of Board Minutes Relating to CEO Succession. To the extent that Board minutes from meetings subsequent to March 8, 2024, contain discussions of the CEO succession process that do not reflect or reveal attorney-client communications, those portions are likely producible. We recommend careful review and redaction of privileged content, followed by production of the non-privileged portions. B.

1. Attorney-Client Privileged Communications. All memoranda and advice prepared by Calderwood & Harkness LLP and Ashworth Velmoran LLP for the Board, the Special Committee, or the General Counsel relating to the CEO succession process are protected by attorney-client privilege. These include, without limitation: • The March 17, 2024, memorandum from Nathaniel Bower to the Board regarding the governance framework for

2. Attorney Work Product. All draft analyses, strategy memoranda, internal legal research, case law compilations, and other materials prepared by Calderwood & Harkness LLP or Ashworth Velmoran LLP in anticipation of litigation or in connection with providing legal advice to the Board are protected by the work-product doctrine. Given the pending proxy contest and the § 220 demand itself, there is a well-founded reason

3. Special Committee Deliberative Materials. The Special Committee's interview notes, candidate evaluation matrices, and internal deliberative materials were prepared under the direction and supervision of counsel as part of a process that is integral to the Board's receipt of legal advice regarding its fiduciary duties. These materials should be withheld on the basis of attorney-client privilege and, to the extent t

4. Counsel-Directed Search Firm Communications. Correspondence with Hargrove Tate Partners LLC, to the extent such correspondence was made at the direction of counsel or reflects counsel's mental impressions, legal strategy, or legal analysis regarding the succession process, is protectable as attorney-client privileged communications or attorney work product. However, as discussed in Section V.C below, not all commu

5. Board Member Inter-Communications Reflecting Legal Advice. Emails, text messages, and other communications between or among Board members are protectable to the extent they reflect or disclose legal advice received from Calderwood & Harkness, Ashworth Velmoran, or in-house counsel. However, purely factual or business-related communications that do not disclose legal advice would not be privileged and may be subjec

6. Internal Counsel Communications. All internal emails, memoranda, research materials, and correspondence of counsel at Calderwood & Harkness and Ashworth Velmoran relating to the engagement are privileged and protectable. C. Gray-Area Documents Certain categories of documents demanded by Corvus Peak fall into a gray area where the applicability of privilege or the appropriateness of production requires case-by-case

1. Hargrove Tate Engagement Letter and Search Firm Candidate Slates. The engagement letter between the N&G Committee and Hargrove Tate Partners is, at its core, a business agreement establishing the terms of a commercial relationship. While it may contain references to the legal framework within which the search is being conducted, the business terms of the engagement (scope, fees, timeline) are not attorney-client c

2. Factual Portions of Board Minutes Interspersed with Privileged Legal Discussions. Many Board minutes contain a mixture of factual recitations (e.g., descriptions of management presentations, votes taken, and business discussions) and references to legal advice (e.g., summaries of counsel's presentations, discussions of fiduciary duty considerations, and references to legal memoranda). Production of redacted minute

3. Marcus Vane's Separation Agreement. The separation agreement between AGMG and Marcus Vane is a formal corporate document executed in connection with the CEO's departure. While the negotiation of the separation agreement may have involved privileged legal advice, the executed agreement itself is a non-privileged business document and is likely producible. We recommend producing the executed agreement, but not any d

VI. PRIVILEGE AND WORK-PRODUCT PROTECTIONS A. Attorney-Client Privilege Delaware law recognizes the attorney-client privilege as fully applicable in the context of § 220 demands and proceedings. The privilege protects confidential communications between a client and its attorney made for the purpose of seeking or providing legal advice. In the corporate context, the privilege extends to communications between the cor

VII. RECOMMENDED RESPONSE STRATEGY A. Overarching Approach We recommend that AGMG adopt a response strategy that is cooperative but firm — one that acknowledges the Company's obligations under § 220 and offers meaningful production of non-privileged corporate records, while vigorously protecting the confidentiality of the Board's privileged legal strategy and the Special Committee's deliberative processes. An outrigh

1. Board Minutes from the March 8, 2024 Meeting. Redacted to remove any portions that reflect or reveal attorney-client communications, counsel's advice, or privileged legal discussions. The non-privileged portions — including the factual recitation of Vane's resignation, the Board's designation of Nair-Whitfield as Interim CEO, the vote tally, and any factual business justification for the immediate designation — sh

2. Board Resolutions Regarding Formation of the Special Committee (March 18, 2024). The resolutions establishing the Special Committee and defining its mandate should be produced in full, as they are formal corporate governance records.

3. The Executed Special Committee Charter. The Charter defines the Committee's authority, composition, and scope, and is a non-privileged governance document that should be produced.

4. Marcus Vane's Employment Agreement (Non-Privileged Portions). The executed employment agreement, including the base salary, bonus, equity, non-competition, and severance provisions, should be produced. The separation agreement, to the extent it has been executed, should also be produced. Draft agreements, negotiation-related correspondence, and attorney communications regarding the terms of separation should be wi

5. Redacted Board Minutes from Subsequent Meetings. To the extent that Board minutes from meetings after March 8, 2024, contain non-privileged deliberations on CEO succession — including factual discussions of the search timeline, the search firm engagement, and the Special Committee's work — those portions should be produced. All references to legal advice, counsel's recommendations, and privileged deliberations sho

6. The Hargrove Tate Partners Engagement Letter (Non-Privileged Business Terms). The engagement letter setting forth the scope of the search, the fee structure, and the timeline should be produced. Any language reflecting legal strategy, counsel's direction, or privileged communications should be redacted. C. Categories to Withhold (with Privilege Log) The following categories of documents should be withheld, and eac