Contract analysis

I. Executive Summary Calderwood & Harkness LLP ("C&H" or "we") has been asked by the Board of Directors (the "Board") and Special Committee (the "Committee") of Aurelius Global Media Group PLC ("AGMG" or the "Company") (NYSE: AGMG; LSE: AGMG.L) to analyze the advisability and optimal configuration of a negotiated settlement with Corvus Peak Capital Partners LP ("Corvus Peak" or the "Fund") in advance of the June 7, 2

1. An updated vote projection analysis incorporating the ISS and Tarrant Partners LLC recommendations and current shareholder positioning;

2. A detailed examination of three settlement configurations (1-seat, 2-seat, and 3-seat concessions), evaluating each for strategic viability, impact on board composition, effect on the CEO succession process, and governance credibility;

3. A game-theory analysis of the settlement negotiation dynamics, modeling the interaction as a sequential bargaining game with outside options;

4. A survey of precedent activist settlements in the media sector from 2019 to 2024;

5. An assessment of the impact of each settlement configuration on the CEO succession process currently being administered through Hargrove Tate Partners LLC;

6. A fiduciary duty analysis under applicable Delaware law; and

7. A detailed negotiation strategy with tactical recommendations, proposed term sheet, fallback positions, and coordination requirements among the Company's advisors. Recommendation. Based on the foregoing analysis, C&H recommends that the Board authorize Dame Elspeth Greenvale, as Independent Non-Executive Chair, and the Special Committee, to enter into immediate settlement negotiations with Corvus Peak Capital Part

II. Current Posture and Procedural Context A. Timeline of Key Events Leading to This Analysis The following chronology summarizes the principal events that have brought the Company and Corvus Peak to the present juncture. Understanding this timeline is essential to appreciating the urgency and context of the settlement analysis that follows. January 18, 2024. Corvus Peak Capital Partners LP files an initial Schedule

1. Dame Elspeth Greenvale — Independent Non-Executive Chair (age 67). Dame Greenvale has served as Chair since 2019 and as a director since 2016. She previously served as Senior Independent Director. Dame Greenvale brings extensive governance experience from her tenure as a director of three FTSE 250 companies and her prior service as a senior civil servant in the United Kingdom.

2. Priya Nair-Whitfield — Interim Chief Executive Officer and Chief Operating Officer (age 48). Ms. Nair-Whitfield was designated Interim CEO upon Marcus Vane's resignation on March 8, 2024. She has served as COO since 2021 and as a director since 2022. She is the sole management director other than the CFO.

3. Tobias Kessler — Independent Non-Executive Director (age 63); Special Committee Chair. Mr. Kessler has served on the Board since 2017. He chairs the Nominating & Governance Committee and serves on the Audit Committee. He currently chairs the Special Committee.

4. Lucinda Farrow-Grant — Independent Non-Executive Director (age 55). Ms. Farrow-Grant has served on the Board since 2020. She serves as Chair of the Compensation Committee and as a member of the Special Committee.

5. Reginald Osei — Independent Non-Executive Director (age 60). Mr. Osei has served on the Board since 2018. He serves on the Audit Committee and the Nominating & Governance Committee.

6. Sofia Delgado-Ríos — Independent Non-Executive Director (age 52). Ms. Delgado-Ríos has served on the Board since 2019. She serves on the Compensation Committee.

7. Hugh Pemberton — Non-Executive Director, co-founder (age 71). Mr. Pemberton co-founded AGMG's predecessor company in 1994 and has served on the Board continuously since inception. He holds a personal stake of approximately 2.1% of outstanding shares, or 8,664,600 shares. He does not meet the Board's independence criteria due to his founder relationship with the Company.

8. Dr. Anwen Llewellyn — Independent Non-Executive Director (age 46). Dr. Llewellyn has served on the Board since 2021. She serves on the Audit Committee and as a member of the Special Committee.

9. Garrett Voss — Chief Financial Officer (age 51). Mr. Voss was appointed CFO in 2020 and has served as a director since 2021. He is a management director. The 10th seat on the Board has been vacant since Marcus Vane's resignation on March 8, 2024. The Board elected not to fill this vacancy pending resolution of the proxy contest and the CEO search process. Non-Voting Participant. Nadine Khalil (age 45), General Cou

III. Updated Vote Projection Analysis A. Shareholder Base Composition AGMG has 412,600,000 shares of common stock outstanding. The following table summarizes the positions and expected voting behavior of the Company's significant shareholders and shareholder categories: Several observations regarding the shareholder base warrant emphasis: Corvus Peak (8.7%, 35,896,200 shares) will vote its shares for its own nominees

IV. Settlement Configuration Analysis A. Overview of Options We have analyzed three potential settlement configurations, each involving a different level of board seat concession to Corvus Peak. The three configurations are: 1. 1-Seat Concession. One Corvus Peak nominee (most likely Trask) is seated on the Board; the remaining two Corvus Peak nominees (Loring and Chu) withdraw their nominations. 2. 2-Seat Concession.

V. Game-Theory Analysis A. Framework We model the settlement negotiation between the Board and Corvus Peak as a sequential bargaining game with outside options. Both parties have a "best alternative to a negotiated agreement" (BATNA) — the outcome that would result if negotiations fail and the AGM vote proceeds. The BATNA for each side determines its reservation price (the least favorable settlement terms it would ac