Contract analysis

1. Introduction and Purpose Calderwood & Harkness LLP ("Calderwood & Harkness," the "Firm," or "we") is pleased to confirm its engagement by Aurelius Global Media Group PLC ("Aurelius" or "AGMG"), a public limited company incorporated under the laws of England and Wales (Companies House No. 08431276), to serve as outside legal counsel to Aurelius in connection with the proposed carve-out and divestiture of its legacy

2. Scope of Representation Calderwood & Harkness LLP will represent Aurelius and its subsidiaries (including, without limitation, AMH) as seller's counsel in all aspects of the proposed Transaction, as more particularly described below. The scope of our representation encompasses the following workstreams, subject to the exclusions set forth in Section 2.11 below. 2.1 Pre-Signing Phase The Firm will advise Aurelius a

3. Engagement Team The following attorneys have been assigned to this matter as the core engagement team: Beatrice Holloway will serve as the responsible partner with overall responsibility for the engagement and will be the primary point of contact for Aurelius on all matters relating to the Transaction. All significant strategic decisions, major deliverables, and material communications with counterparties will be

4. Fee Arrangements 4.1 Hourly Rates Fees for legal services rendered by Calderwood & Harkness LLP in connection with this engagement will be calculated on the basis of time spent by the attorneys and other legal professionals assigned to the matter, at their respective standard hourly rates. The current standard hourly rates for the members of the core engagement team are set forth on Exhibit A attached hereto and i

5. Client Identity and Conflicts The client for purposes of this engagement is Aurelius Global Media Group PLC and its subsidiary Aurelius Media Holdings Inc. (collectively, the "Client"). For the avoidance of doubt, MPH, as the entity to be divested, is not a client of the Firm for purposes of this engagement, and the Firm does not owe any duties of loyalty, confidentiality, or privilege to MPH or any of its subsidi

6. Confidentiality and Privilege All communications, work product, memoranda, analyses, and advice provided by Calderwood & Harkness LLP in connection with this engagement are confidential and are protected by the attorney-client privilege and/or the work product doctrine, to the fullest extent permitted by applicable law. The Firm will treat all information received from Aurelius in connection with this engagement a

7. Document Retention The Firm will maintain files related to this engagement, including both physical and electronic files, in accordance with its standard document retention policies. Such files may include correspondence, memoranda, drafts, agreements, research materials, and other documents generated or received in connection with the engagement. At the conclusion of the engagement, the Firm will retain the file

8. Termination Either party may terminate this engagement at any time upon written notice to the other party, subject to applicable rules of professional conduct, including, without limitation, Rule 1.16 of the New York Rules of Professional Conduct. In the event that the Firm seeks to withdraw from the engagement, the Firm will provide Aurelius with reasonable advance notice and will take all steps reasonably necess

9. Limitation of Liability To the fullest extent permitted by applicable law, Calderwood & Harkness LLP's aggregate liability to Aurelius and its affiliates arising out of, relating to, or in connection with the services provided under this engagement, whether based on contract, tort (including negligence), strict liability, or any other theory of liability, shall not exceed the total amount of professional fees actu

10. Governing Law and Dispute Resolution This Engagement Letter shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to principles of conflicts of law that would require the application of the laws of any other jurisdiction. Any dispute, controversy, or claim arising out of or relating to this Engagement Letter, or the breach, termination, or validity thereof, shal

11. Miscellaneous Provisions This Engagement Letter constitutes the entire agreement between Calderwood & Harkness LLP and Aurelius with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, negotiations, representations, and warranties, whether written or oral, relating to such subject matter. No amendment, modification, supplement, or waiver of any provision o

12. Acceptance If the foregoing terms and conditions are acceptable to Aurelius, please indicate your agreement by having an authorized representative of Aurelius sign and date this Engagement Letter in the space provided below and return a fully executed copy to the undersigned. Upon receipt of the countersigned copy, this Engagement Letter shall constitute a binding agreement between Calderwood & Harkness LLP and A