Contract analysis

1. Engagement and Scope of Representation Calderwood & Harkness LLP is pleased to confirm its engagement by Aurelius Global Media Group PLC, a public limited company organized under the laws of England and Wales (registered number 08541276), as U.S. mergers and acquisitions counsel. Specifically, the Firm has been retained to advise and represent Aurelius and its wholly owned U.S. subsidiary, Aurelius Media Holdings

2. Staffing The Firm intends to staff this engagement with attorneys who have significant experience in U.S. mergers and acquisitions, public company tender offers, and SEC regulatory practice. The following attorneys have been assigned to this matter: Responsible Partner: James Prentice, Partner, Mergers & Acquisitions Group Billing Partner: Sandra Tung, Partner, Mergers & Acquisitions Group Lead Associate: Tiffany

3. Fees and Hourly Rates The Firm will charge for its professional services on an hourly basis at the Firm's then-current standard hourly rates, which are as follows for the current calendar year: The Firm's standard hourly rates are subject to periodic adjustment, typically on an annual basis effective January 1 of each year. The Firm will provide advance written notice to the Client of any rate adjustments, and the

4. Expenses and Disbursements In addition to the professional fees described in Section 3 above, the Client will be responsible for reimbursement of all reasonable out-of-pocket expenses and disbursements incurred by the Firm in connection with the engagement. Such expenses and disbursements may include, without limitation, the following: (a) filing fees, including SEC filing fees associated with the Schedule TO and

5. Billing and Payment Terms The Firm will render monthly invoices to the Client for professional fees and expenses incurred during the immediately preceding calendar month. All invoices will reference Matter Number 1011-00002 and will include a summary of fees by timekeeper, a description of the services rendered, and an itemization of disbursements and expenses. Invoices are due and payable within thirty (30) days

6. Retainer No retainer or advance payment of fees is required at this time. The Firm reserves the right, however, to request a retainer or advance payment of fees in the event that (a) the scope of the engagement materially expands beyond the scope described in Section 1 of this Letter, or (b) any invoice remains unpaid for a period of sixty (60) days or more beyond its due date. Any retainer or advance payment rece

7. Conflicts of Interest and Waivers The Firm has conducted a conflicts check with respect to this engagement in accordance with its standard procedures and the applicable Rules of Professional Conduct. Based on the results of that conflicts check, the Firm confirms the following: (a) Pinnacle Content Holdings, Inc. The Firm does not currently represent Pinnacle Content Holdings, Inc. or any of its directors, officer

8. Confidentiality The Firm will maintain the confidentiality of all information received from or on behalf of the Client in connection with this engagement, in accordance with the Firm's professional obligations under the applicable Rules of Professional Conduct and the attorney-client privilege. The Firm will not disclose any such confidential information to any third party without the prior written consent of the

9. Document Retention The Firm will retain files, documents, and records related to this engagement in accordance with the Firm's standard document retention policies, as in effect from time to time. Such policies currently provide for the retention of engagement files for a period of not less than seven (7) years following the conclusion of the engagement, subject to certain exceptions for categories of documents th

10. Limitation of Engagement; No Tax or Financial Advice The Firm's engagement is strictly limited to the scope of services described in Section 1 of this Letter. In particular, and without limiting the generality of the foregoing: (a) No Tax Advice. The Firm is not engaged to provide, and will not provide, tax advice of any kind in connection with the Offer or the Transaction. The Client should consult its own tax a

11. Termination Either the Client or the Firm may terminate this engagement at any time upon written notice to the other party. Termination shall be effective upon receipt of such written notice, or on such later date as may be specified in the notice. In the event of termination of this engagement by either party for any reason: (a) the Client shall remain responsible for the payment of all professional fees and exp

12. Governing Law and Dispute Resolution This Letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles. Any dispute, controversy, or claim arising out of or relating to this Letter, the Firm's engagement, or the services provided or to be provided by the Firm hereunder, including any dispute regarding the amount or payment of fee

13. Entire Agreement; Amendments This Letter constitutes the entire agreement between the parties with respect to the subject matter hereof, including the terms and conditions of the Firm's engagement by the Client, and supersedes all prior and contemporaneous discussions, negotiations, understandings, and agreements, whether oral or written, relating to such subject matter. No amendment, modification, or waiver of a

14. Acceptance and Counterparts We respectfully request that the Client confirm its acceptance of the terms and conditions set forth in this Letter by having an authorized representative sign and return a copy of this Letter to the Firm at the address set forth below. This Letter shall become effective upon execution by both parties. This Letter may be executed in one or more counterparts, each of which shall be deem