Contract analysis

1. The Client The client for the purposes of this engagement is Aurelius Global Media Group PLC ("AGMG" or "the Company"), a public limited company incorporated in England and Wales under the Companies Act 2006, with Companies House registration number 08741562 and registered address at 140 Threadneedle Row, London EC2R 8AH, United Kingdom. AGMG's ordinary shares are admitted to trading on the Main Market of the Lond

2. Background to the Matter This section sets out the factual background giving rise to the Engagement, as we understand it from our initial discussions and the materials provided to us to date. If any aspect of this summary is inaccurate or incomplete, please notify us promptly so that we may update our understanding accordingly. 2.1 The CNIL Complaint and Formal Notice On 8 November 2023, Digitale Rechte Europa ein

3. Scope of Engagement Calderwood & Harkness is retained to advise and act for AGMG in relation to the following workstreams, each of which is described in further detail below. The workstreams are interrelated and will be managed as a coordinated programme of work under the supervision of the engagement team described in Section 5. 3.1 Cookie and Consent Mechanism Audit Calderwood & Harkness will direct and oversee

4. Matters Outside Scope For the avoidance of doubt, the following matters fall outside the scope of this engagement and are not included in the fee arrangements described in Section 6: (a) Representation in formal enforcement or judicial proceedings. This engagement does not extend to the representation of AGMG in any formal enforcement proceedings before the CNIL (including proceedings before the formation restrein

5. Engagement Team The following lawyers will comprise the core engagement team for this matter. Each team member brings relevant expertise in data protection, privacy, and regulatory compliance. Responsible Partner — Rachel Bernstein Partner, Privacy & Data Security Practice Rachel will have overall responsibility for the Engagement and will serve as the primary relationship partner. She will be the signatory on all

6. Fees and Billing Arrangements 6.1 Capped Fee Calderwood & Harkness's professional fees for the Engagement are subject to a fee cap of £425,000 (four hundred and twenty-five thousand pounds sterling), exclusive of Value Added Tax and disbursements. The fee cap represents the maximum amount that the firm will charge for professional fees in connection with the workstreams described in Section 3 above, regardless of

7. Thistlewood Consulting Ltd — Technical Consultant AGMG has separately retained Thistlewood Consulting Ltd ("Thistlewood"), a specialist cybersecurity and data governance consulting firm, to conduct the technical component of the cookie audit described in Section 3.1 above. Thistlewood is registered in England and Wales with its registered address at 9 Worship Street, London EC2A 2BF, United Kingdom. The engagement

8. Privilege and Common-Interest Arrangements 8.1 Legal Professional Privilege All advice provided by Calderwood & Harkness in connection with this Engagement is protected by legal professional privilege. In particular: (a) Legal advice privilege attaches to all confidential communications between Calderwood & Harkness and AGMG made for the purpose of giving or receiving legal advice in connection with this Engagemen

9. Conflicts of Interest Calderwood & Harkness has conducted a comprehensive conflicts check in accordance with the firm's internal procedures and the requirements of the Solicitors Regulation Authority ("SRA"). Based on this check, the firm confirms that it does not currently act for any party adverse to AGMG's interests in connection with this Matter. In particular, the firm confirms that it does not act for any of

10. Confidentiality Calderwood & Harkness will treat all information received from or on behalf of AGMG in connection with this Engagement as strictly confidential. This obligation is subject to any overriding obligations imposed by law, regulation, court order, or the firm's professional rules (including the SRA Standards and Regulations). The firm will not disclose confidential information to any third party withou

11. Regulatory Context and Risk Exposure For context, and to frame the urgency of the Engagement, Calderwood & Harkness draws AGMG's attention to the following regarding the Company's potential regulatory exposure: CNIL Exposure. Under Article 83(5) GDPR, the CNIL has the power to impose administrative fines of up to the higher of €20 million or 4% of the total worldwide annual turnover of the undertaking in the prec

12. Limitation of Liability Calderwood & Harkness's aggregate liability to AGMG arising out of or in connection with this Engagement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the greater of: (a) £5,000,000 (five million pounds sterling); or (b) three times the total fees actually paid to Calderwood & Harkness under this engagement letter. This limitati

13. Data Protection — Firm as Controller In providing legal services under this Engagement, Calderwood & Harkness will process personal data relating to individuals associated with AGMG and its business partners (including employees, officers, directors, and vendor representatives) as an independent controller for the purposes of the UK GDPR and the Data Protection Act 2018. The firm processes such personal data for

14. Termination Either party may terminate this Engagement upon 14 calendar days' written notice to the other party, such notice to be sent to the addresses specified in this letter (or such other address as may be notified in writing from time to time). In the event of termination: (a) AGMG will be liable for all professional fees and disbursements properly incurred up to the effective date of termination, subject t

15. Governing Law and Jurisdiction This engagement letter, and any non-contractual obligations arising out of or in connection with it, shall be governed by and construed in accordance with the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction in relation to any dispute, claim, or matter arising out of or in connection with this engagement letter, including any dispute as to

16. Acceptance and Execution We should be grateful if you would indicate AGMG's acceptance of the terms of this engagement letter by signing and returning the acknowledgment below. A countersigned copy may be returned by post, courier, or scanned e-mail to Rachel Bernstein at r.bernstein@calderwoodharkness.com. This engagement letter will become binding upon receipt of the countersigned copy. If you have any question