Contract analysis

1. PURPOSE OF MEMORANDUM This memorandum confirms that the New Business / Conflicts Department of Calderwood & Harkness LLP ("the Firm" or "Calderwood & Harkness") has completed its comprehensive review of all known parties, entities, and individuals in connection with the proposed retention of the Firm by the Board of Directors of Aurelius Global Media Group PLC ("AGMG" or the "Company") to conduct an independent, p

2. DESCRIPTION OF PROPOSED ENGAGEMENT 2.1 Client Entity The proposed client is Aurelius Global Media Group PLC ("AGMG"), a public limited company incorporated and registered in England and Wales under the Companies Act 2006 (Company Number 08234519). AGMG is listed on the London Stock Exchange Alternative Investment Market (AIM) under the ticker symbol "AGMG" and, as of the most recently available public filings, mai

3. PARTIES AND INDIVIDUALS SEARCHED The following is a comprehensive list of all entities and individuals submitted to the Firm's New Business / Conflicts Department for conflicts clearance in connection with the Proposed Engagement. Each party was searched under all known name variations, abbreviations, "doing business as" names, and prior names as applicable. 3.1 Client-Side Entities The following client-side entit

4. CONFLICTS DATABASE SEARCH METHODOLOGY 4.1 Search System and Parameters All conflicts searches described in this memorandum were conducted using the Firm's global new-business intake and conflicts management system (the "Conflicts System"), which is the centralized, enterprise-wide database maintained by the Firm's New Business / Conflicts Department for the purpose of identifying and evaluating potential conflicts

5. RESULTS OF CONFLICTS SEARCH The following sets forth the results of the conflicts search for each category of party and individual identified in Section 3. 5.1 Aurelius Global Media Group PLC and Affiliates A comprehensive search of the Conflicts System returned no records indicating that the Firm has ever represented, or currently represents, Aurelius Global Media Group PLC or any of its direct or indirect subsid

6. ATTORNEY FINANCIAL INTEREST AND PERSONAL RELATIONSHIP DISCLOSURES In addition to the database searches described above, each of the four proposed staffing attorneys was asked to review the list of parties and individuals set forth in Section 3 and to confirm in writing whether they hold any personal financial interest in any entity identified, or maintain any personal, familial, social, or professional relationshi

7. ETHICAL CONSIDERATIONS AND OBSERVATIONS While no disqualifying conflicts have been identified and no ethical screens or waivers are required, the following ethical considerations and observations are noted for the guidance of the engagement team in connection with the Proposed Engagement: 7.1 Identity of the Client — Upjohn Warnings The Proposed Engagement involves representation of the corporate entity — specific

8. CONCLUSION AND RECOMMENDATION Based upon the comprehensive conflicts search and analysis described in this memorandum, the New Business / Conflicts Department and the undersigned attorneys confirm the following: (a) All conflicts searches have been completed using the Firm's global new-business intake and conflicts management system, supplemented by manual inquiries to relevant practice groups and individual attor

9. SIGNATURE AND APPROVAL PREPARED BY: ________________________________________ Devon Archer Lead Associate, Labor & Employment Practice Group Calderwood & Harkness LLP Date: April 30, 2023 ________________________________________ Nadia Petrov Working Associate, Labor & Employment Practice Group Calderwood & Harkness LLP Date: April 30, 2023 REVIEWED AND APPROVED: ________________________________________ Bernard Craw