Contract analysis

I. Executive Summary The purpose of this memorandum is to advise on the continuing obligations under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), arising from the current dormant status of the tender offer (the "Offer") by Aurelius Media Holdings LLC, a Delaware limited liability company ("AMH LLC"), a wholly owned subsidiary of Aurelius Global Media Group PLC, a public limited company organi

II. Background and Current Status of the Tender Offer A. Summary of the Offer The following summarizes the material terms of the Offer as disclosed in the Schedule TO and the related Offer to Purchase: Offeror. The offeror is Aurelius Media Holdings LLC, a Delaware limited liability company (Delaware Secretary of State file number 7894512), formed for the purpose of effectuating the Offer and related transactions. AM

III. Continuing Obligations Under Regulation 14D — Schedule TO A. Legal Framework: Sections 14(d) and 14(e) of the Exchange Act; Rules 14d-3, 14d-6, 14d-9 The regulatory framework governing tender offers under the Exchange Act imposes a series of filing, disclosure, and anti-fraud obligations on the offeror that remain operative for as long as the tender offer has not been formally withdrawn.

Section 14(d)(1) of the Exchange Act provides that it shall be unlawful for any person to make a tender offer for equity securities of a class registered under Section 12 of the Exchange Act, if after consummation thereof such person would be the beneficial owner of more than 5% of such class, unless at the time copies of the offer or request or invitation are first published or sent or given to security holders, suc

Section 14(e) of the Exchange Act is a broad anti-fraud provision that prohibits any person from making any untrue statement of a material fact, or omitting to state any material fact necessary in order to make the statements made, in the light of the circumstances under which they are made, not misleading, or engaging in any fraudulent, deceptive, or manipulative acts or practices, in connection with any tender offe

IV. Continuing Obligations Under Section 13(d) — Schedule 13D A. Legal Framework: Section 13(d) and Rule 13d-2

Section 13(d) of the Exchange Act requires any person who, after acquiring directly or indirectly the beneficial ownership of any equity security of a class which is registered pursuant to Section 12 of the Exchange Act, is directly or indirectly the beneficial owner of more than 5% of such class, to file with the Commission, within ten days after such acquisition, a statement on Schedule 13D containing such informat

V. Potential Liability Exposure A. Section 14(e) — Tender Offer Anti-Fraud

Section 14(e) of the Exchange Act makes it unlawful for any person to make any untrue statement of a material fact, or to omit to state any material fact necessary in order to make the statements made, in the light of the circumstances under which they are made, not misleading, or to engage in any fraudulent, deceptive, or manipulative acts or practices, in connection with any tender offer or request or invitation fo

Section 14(e) creates potential liability on two fronts. First, to the extent that the Schedule TO currently contains affirmative statements that have become materially false or misleading due to changed circumstances — most notably, statements regarding the availability of committed financing from Brindoval National Bank — Aurelius could face exposure. The Offer to Purchase, which is an exhibit to the Schedule TO, s

VI. Practical Recommendations A. Periodic Internal Review Protocol We recommend establishing a quarterly internal review process to assess whether any material change has occurred that would trigger an amendment obligation with respect to either the Schedule TO or the Schedule 13D. The review should involve the following participants: • Hugh Pemberton, General Counsel, Aurelius Global Media Group PLC • Rupert Ashford

VII. Summary of Action Items The following table summarizes the key action items identified in this memorandum, the responsible parties, and the applicable deadlines or frequencies:

VIII. Conclusion While the tender offer by AMH LLC for shares of Pinnacle Content Holdings, Inc. is dormant, it is not dead from a regulatory standpoint. The failure to formally withdraw the Offer pursuant to Rule 14d-7 means that both the Schedule TO (File No. 005-92847) and the Schedule 13D remain live filings with the Commission, each subject to its respective amendment obligations under Regulation 14D and Rule 13