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"), effective July 8, 2024, as notified by letter from Vanessa Loring, Chair of the Nominating & Governance Committee, dated June 21,

II. Background and Engagement Overview A. The Client and Corporate Structure Aurelius Global Media Group PLC is a Delaware-incorporated public limited company registered as an overseas company in England and Wales under the Companies Act 2006. The Company maintains its principal executive offices and headquarters at 14 Sceptre Row, London EC2V 7QN, United Kingdom. Its registered agent in the State of Delaware is Pinn

III. Chronological Summary of Advice Rendered and Key Events The following section provides a detailed chronological account of the principal advice rendered by C&H and the key events that occurred during the engagement. This account is organized into five phases corresponding to the natural progression of the matters. A complete chronological index of every deliverable is provided in the companion Index of Work Prod

IV. Summary of Key Substantive Advice This section provides a thematic summary of the key substantive advice rendered by C&H during the engagement. It is intended to serve as a reference for successor counsel and to provide the Board with a consolidated overview of the Firm's principal recommendations and the bases therefor. A. Fiduciary Duties in CEO Succession C&H advised the Board extensively on the duties of care