Contract analysis

I. Executive Summary The purpose of this memorandum is to evaluate the strategic options available to Aurelius Global Media Group PLC ("Aurelius" or "AGMG") and its wholly owned U.S. subsidiary, Aurelius Media Holdings LLC ("AMH LLC"), with respect to the dormant tender offer (the "Offer") for up to 6,980,050 shares of common stock of Pinnacle Content Holdings, Inc. ("Pinnacle" or "PCH") at $4.01 per share. This memo

II. Background and Current Posture A. The Tender Offer The Offer was structured as a partial tender offer by AMH LLC, the wholly owned U.S. subsidiary of Aurelius. The key terms and parties are summarized below: Offeror. Aurelius Media Holdings LLC, a Delaware limited liability company (Delaware Secretary of State file number 7894512), the sole member of which is Aurelius Global Media Group PLC, a public limited comp

III. Option A: Formal Withdrawal and Termination A. Mechanics Under Rule 14d-7 Rule 14d-7(a)(1) under the Exchange Act permits a bidder to withdraw a tender offer at any time while the offer remains open. Additionally, although the precise regulatory treatment of a tender offer that has "lapsed without acceptance" is somewhat novel, there is no impediment under the SEC's rules to the formal withdrawal and termination

IV. Option B: Amendment and Relaunch on Revised Terms A. Revised Offer Terms Pinnacle's current share price of approximately $2.85 is significantly below both the original undisturbed price of $3.42 per share and the Offer price of $4.01 per share. This decline in Pinnacle's share price creates an opportunity for Aurelius to potentially relaunch the Offer at a lower per-share price while still offering a meaningful p

V. Option C: Continued Dormancy with Monitoring (Recommended) A. Current Legal Status The Offer is currently in an unusual but not unprecedented posture. Amendment No. 2 to the Schedule TO, filed on November 12, 2021, disclosed that the Offer had "lapsed without acceptance" but was not formally withdrawn or terminated. This posture leaves the Offer in a state of dormancy: it is neither active nor terminated. AMH LLC

VI. Option D: Alternative Acquisition Structures In addition to the three options directly relating to the dormant tender offer, Aurelius may wish to consider alternative structures for achieving its strategic objective of acquiring a meaningful ownership position in Pinnacle. We have evaluated three such alternatives. A. Negotiated Stock Purchase Agreement The most attractive alternative to a hostile tender offer wo