Contract analysis

I. Summary of the Offer and Its Merits As the Board is aware, AMH LLC commenced a tender offer on September 8, 2021, pursuant to a Tender Offer Statement on Schedule TO filed with the SEC (File No. 005-92847), to acquire up to 6,980,050 Shares of Pinnacle common stock, representing approximately 34.9% of the 20,000,000 Shares currently outstanding, at a price of $4.01 per Share, net to the seller in cash, without int

II. Aurelius's Strategic Interest in Pinnacle The Aurelius Parties believe it is important for the Board to understand the strategic context underlying the Offer. Aurelius Global Media Group PLC is a United Kingdom-headquartered, London Stock Exchange-listed (LON: AGMG) diversified media and entertainment conglomerate. As of the date of this letter, Aurelius has a market capitalization of approximately £2.1 billion a

III. Response to the Board's Schedule 14D-9 Recommendation The Aurelius Parties note with disappointment that the Board's definitive Schedule 14D-9, filed with the SEC on October 1, 2021, recommends that Pinnacle shareholders not tender their Shares in the Offer. Aurelius has carefully and thoroughly reviewed the Schedule 14D-9, including the Board's stated reasons for its recommendation, the analyses performed by th

IV. The Shareholder Rights Plan — Aurelius's Observations The Aurelius Parties acknowledge that the Board adopted a Section 382 NOL Preservation Shareholder Rights Plan (the "Rights Plan") on September 29, 2021. As publicly disclosed, the Rights Plan has the following material terms: • A beneficial ownership trigger threshold of 35.0% of outstanding Shares; • An exercise price of $18.00 per right; • Continental Fiduc

V. Proposed Standstill and Governance Framework In an effort to address the Board's stated concerns in a constructive and comprehensive manner, the Aurelius Parties propose the following standstill and governance framework (the "Proposed Framework"). The Aurelius Parties believe that the Proposed Framework fully addresses each of the concerns articulated in the Schedule 14D-9 while preserving the ability of Pinnacle

VI. Benefits to Pinnacle Shareholders The Aurelius Parties believe that the Proposed Framework, taken as a whole, provides meaningful and tangible benefits to Pinnacle and its shareholders: • Preservation of Independence. The Proposed Framework preserves Pinnacle's independence as a publicly traded company and ensures continuity of its existing management team and business strategy. There is no change of control, no

VII. Current Offer Timeline and Urgency The initial twenty (20) business day offer period for the Offer was originally scheduled to expire on October 8, 2021. In order to provide additional time for the Board to consider the Offer and the proposal set forth in this letter, and to allow for meaningful dialogue between the parties' respective counsel regarding the negotiation of a definitive standstill framework, the A

VIII. Reservation of Rights While the Aurelius Parties strongly prefer a negotiated resolution as described above, and while this letter is submitted in a cooperative and good-faith spirit, the Aurelius Parties expressly reserve all of their rights and remedies at law and in equity, including, without limitation: (a) the right to further extend, amend, or withdraw the Offer in accordance with applicable law and the t

IX. Request for Response The Aurelius Parties respectfully request a substantive response from the Board, through its counsel at Caldwell Burris & Shoemaker LLP, on or before October 22, 2021. We believe this timeline is reasonable and provides the Board with sufficient time to consider the Proposed Framework in consultation with its financial and legal advisors while also preserving adequate time to negotiate and ex