1017-00002 · Aurelius Global Media Group · documents

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PRIVILEGED & CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION

CALDERWOOD & HARKNESS LLP

787 Seventh Avenue New York, New York 10019

25 Bishopsgate London EC2N 3AR, United Kingdom

Telephone: +1 (212) 558-4000 Facsimile: +1 (212) 558-3588 www.calderwoodharkness.com

April 22, 2024

Matter No.: 1017-00002

Dame Elspeth Greenvale Independent Non-Executive Chair Board of Directors Aurelius Global Media Group PLC 14 Sceptre Row London EC2V 7QN United Kingdom

Dear Dame Elspeth:

1. Reference to Original Engagement and Purpose of Amendment

This letter (the "Amendment" or "Amended Engagement Letter") refers to the engagement letter dated March 12, 2024 (the "Original Engagement Letter") between Calderwood & Harkness LLP ("C&H," "we," or the "Firm") and the Board of Directors (the "Board") of Aurelius Global Media Group PLC ("AGMG" or the "Company"), pursuant to which the Board engaged C&H as independent governance counsel to the Board.

As you are aware, the Original Engagement Letter established the scope and terms of C&H's engagement as independent counsel to the Board in connection with (i) CEO succession matters following the resignation of Marcus Vane as Chief Executive Officer of the Company, effective March 8, 2024, and (ii) the Board's response to the activist campaign initiated by Corvus Peak Capital Partners LP and its affiliates (collectively, "Corvus Peak"), including Corvus Peak's solicitation of proxies in opposition to certain of the Board's nominees and proposals at the Company's upcoming Annual General Meeting.

We write to confirm that, as authorized by a resolution of the Board duly adopted at a meeting of the Board held on April 22, 2024 (the "Board Resolution"), the scope of the Firm's engagement is hereby expanded in the manner set forth below. This Amendment is entered into to formalize the Board's authorization of additional advisory services in connection with the Board's decision to evaluate strategic alternatives available to the Company, as further described herein.

Capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to them in the Original Engagement Letter. In all other respects, except as expressly modified hereby, the terms and conditions of the Original Engagement Letter remain in full force and effect.

2. Expanded Scope of Engagement

Pursuant to the Board Resolution, the scope of the Firm's engagement is hereby expanded to include the following additional advisory services (collectively, the "Expanded Scope"):

2.1 Strategic Alternatives Review Coordination. C&H will advise the Board in connection with the evaluation of strategic alternatives authorized by the Board on April 22, 2024 (the "Strategic Alternatives Review"). This advisory role will include coordination with the Company's financial advisor, Stonebridge Crane & Co. ("Stonebridge"), which has been separately engaged by the Board, acting through its Special Committee of Independent Directors (the "Special Committee"), to evaluate strategic alternatives as a defensive measure in response to Corvus Peak's proxy contest and related activist campaign. The Special Committee is chaired by Tobias Kessler, with Lucinda Farrow-Grant and Dr. Anwen Llewellyn serving as members. The Firm's advisory services in this regard will encompass providing legal guidance to the Board and the Special Committee on the process, structure, and governance dimensions of the Strategic Alternatives Review, including advising on the appropriate scope, timeline, and procedural safeguards for the review process.

2.2 Fiduciary Duty Analysis for Strategic Transactions. C&H will advise the Board on fiduciary obligations applicable to any potential sale, merger, acquisition, divestiture, joint venture, recapitalization, or other strategic transaction involving all or a material portion of AGMG's assets or equity that may be considered as part of the Strategic Alternatives Review (each, a "Potential Transaction"). This advisory function will include, without limitation, analysis of enhanced scrutiny standards applicable under Delaware law, including duties arising under Revlon, Inc. v. MacAndrews & Forbaci Holdings, Inc., 506 A.2d 173 (Del. 1986), and its progeny, as well as the obligation to conduct a reasonable market check and the standards applicable to the Board's consideration and approval of any Potential Transaction. Our fiduciary duty analysis will address both the legal framework applicable to each category of Potential Transaction and the process-related steps the Board should undertake to discharge its fiduciary obligations, including the appropriate role of the Special Committee, the scope of any market check, the treatment of competing proposals, and the standards governing any "go-shop" or "no-shop" provisions that may be included in a definitive transaction agreement.

2.3 Engagement Letter Review. C&H will review and advise the Board and the Special Committee on the terms of the Company's engagement of Stonebridge, including the fee arrangements agreed to or proposed by Stonebridge (which we understand include a monthly advisory retainer of $250,000 and a transaction fee of 0.25% of enterprise value payable upon the consummation of a change-of-control transaction), indemnification provisions, the scope of Stonebridge's advisory services, fiduciary-out provisions, expense reimbursement terms, and any other material provisions of the Stonebridge engagement letter. Our review will assess whether the terms of the Stonebridge engagement are consistent with market practice, are reasonable in the context of the Company's circumstances, and adequately protect the interests of the Board and the Company's shareholders.

2.4 Information Barrier and Confidentiality Protocols. C&H will design and advise on protocols for managing the flow of confidential information between the Strategic Alternatives Review process and the ongoing CEO succession process (the "Information Barrier Protocols"). These protocols will include the establishment of appropriate wall procedures to prevent premature or unauthorized disclosure of information concerning potential transaction discussions, indications of interest, or other commercially sensitive developments arising from the Strategic Alternatives Review to CEO candidates, management personnel not authorized to receive such information, or other third parties. The Information Barrier Protocols will also address the management of information flow within the Board itself, to the extent that the Board determines that certain categories of strategic alternatives information should be restricted to the Special Committee pending further direction from the Board.

2.5 Regulatory and Disclosure Advice. C&H will advise the Board on disclosure obligations arising under applicable United States and United Kingdom regulatory regimes in connection with the Strategic Alternatives Review. Specifically, our advice will address:

(a) US securities law disclosure obligations, including obligations arising under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder by the US Securities and Exchange Commission (the "SEC"), applicable to AGMG as a foreign private issuer with American Depositary Shares listed on the New York Stock Exchange (ticker: AGMG), including Form 6-K reporting obligations and anti-fraud provisions under Rule 10b-5;

(b) UK Financial Conduct Authority ("FCA") Disclosure Guidance and Transparency Rules ("DTR") requirements applicable to AGMG as a company whose ordinary shares are admitted to the premium segment of the Official List of the FCA and traded on the London Stock Exchange Main Market (ticker: AGMG.L), including obligations under DTR 2 relating to the disclosure of inside information and the conditions under which delay of such disclosure may be permissible;

(c) UK Listing Rules applicable to the Company, including the requirements of Chapter 10 (Significant Transactions) and Chapter 11 (Related Party Transactions), to the extent any Potential Transaction may trigger obligations thereunder;

(d) The interaction between US and UK disclosure regimes, including the management of timing and content of any required announcements to ensure compliance with both jurisdictions' requirements; and

(e) Market Abuse Regulation ("MAR") considerations, including the establishment and maintenance of insider lists in connection with the Strategic Alternatives Review.

2.6 Board Process Documentation. C&H will assist the Board and the Special Committee in documenting the Strategic Alternatives Review process, including the preparation of detailed minutes, resolutions, and memoranda that create a contemporaneous and defensible record of the Board's and the Special Committee's decision-making. This documentation will be designed to demonstrate the Board's compliance with its fiduciary obligations and to provide a basis for the Board to defend its actions in the event of any subsequent challenge by Corvus Peak, other shareholders, or any other party. The Firm will work with the Company's General Counsel and Corporate Secretary, Nadine Khalil, to ensure that the documentation process is integrated with the Company's existing governance procedures and record-keeping practices.

3. Relationship to Original Scope

The Expanded Scope set forth in Section 2 above is in addition to, and does not replace, supersede, or limit, the original scope of the Firm's engagement as set forth in the Original Engagement Letter (the "Original Scope"). The Original Scope, which encompasses the Firm's role as independent board governance counsel to the Board with respect to the following matters, remains in full force and effect:

(a) fiduciary duty guidance to the Board in connection with the CEO succession process;

(b) defense of the proxy contest initiated by Corvus Peak, including advice on proxy solicitation strategy and compliance with applicable proxy rules;

(c) response to Corvus Peak's demand for inspection of books and records pursuant to Section 220 of the Delaware General Corporation Law;

(d) evaluation of and advice regarding potential settlement negotiations with Corvus Peak, including any standstill, cooperation, or board representation arrangements; and

(e) such other related governance matters as may be referred to the Firm by the Board from time to time.

The Firm's engagement team for both the Original Scope and the Expanded Scope remains as set forth in the Original Engagement Letter: Nathaniel Bower (Responsible Partner), Colette Whitman (Billing Partner), Audrey Zhou (Lead Associate), and Brendan Walsh (Working Associate). To the extent that additional attorneys or paraprofessionals are required to support the Expanded Scope, the Firm will notify the Board in advance and obtain appropriate authorization in accordance with the procedures set forth in the Original Engagement Letter.

4. Billing Rates and Fee Arrangements

All billing rates and fee arrangements applicable to the Expanded Scope shall remain as set forth in Section 4 of the Original Engagement Letter. For ease of reference, the current standard hourly billing rates for the Firm's engagement team are as follows:

Paralegal rates shall be as set forth in the schedule attached to the Original Engagement Letter. These rates are subject to adjustment on the Firm's customary annual rate adjustment schedule, with advance notice to the Board as provided in the Original Engagement Letter.

The evergreen retainer of $75,000, replenished quarterly as set forth in Section 4.2 of the Original Engagement Letter, shall continue to apply to the engagement as expanded by this Amendment. Time and expenses incurred by the Firm in connection with the Expanded Scope shall be applied against the retainer and billed in accordance with the same terms and on the same monthly invoicing schedule as set forth in the Original Engagement Letter. For the avoidance of doubt, no separate or additional retainer is required in connection with the Expanded Scope. In the event that the volume of work associated with the Expanded Scope causes aggregate monthly fees to exceed the retainer balance with significantly greater frequency than anticipated under the Original Engagement Letter, the Firm will discuss with the Board whether an adjustment to the retainer amount is warranted, but any such adjustment shall require the mutual written agreement of the parties.

All out-of-pocket expenses, including travel, filing fees, research costs, and other disbursements incurred in connection with the Expanded Scope, shall be reimbursed in accordance with the expense reimbursement provisions of the Original Engagement Letter.

5. Coordination with Other Advisors

5.1 Coordination with Stonebridge Crane & Co. The Firm will coordinate with Stonebridge Crane & Co. on the legal aspects of the Strategic Alternatives Review. For purposes of this coordination, the lead banker at Stonebridge is Anil Kapoor-Mehta, Managing Director, Financial Advisory Group, whose principal office is located at 383 Madison Avenue, New York, New York 10179. The Firm's coordination with Stonebridge will include review and comment on materials prepared by Stonebridge for presentation to the Board and the Special Committee, participation in joint working sessions and calls as directed by the Special Committee, and legal analysis of structural and process matters arising in connection with the Strategic Alternatives Review. The Firm's coordination with Stonebridge shall at all times be subject to the direction of the Board and the Special Committee, and the Firm shall not provide legal advice to Stonebridge or act as counsel for Stonebridge in any capacity.

5.2 Coordination with Ashworth Velmoran LLP. The Firm will continue to coordinate with the Company's standing outside counsel, Ashworth Velmoran LLP ("Ashworth Velmoran") (lead partner: Martin Cho; principal office: One Liberty Plaza, New York, New York 10006), in accordance with the coordination protocol established pursuant to the letter dated March 19, 2024, from Nathaniel Bower to Martin Cho (the "Coordination Protocol"). The Coordination Protocol, as supplemented by this Amendment, shall govern the respective roles and responsibilities of C&H and Ashworth Velmoran with respect to both the Original Scope and the Expanded Scope.

5.3 Delineation of Roles. With respect to the Strategic Alternatives Review, the respective roles of C&H and Ashworth Velmoran shall be delineated as follows: C&H shall serve as primary counsel to the Board and the Special Committee on all fiduciary duty matters, governance process questions, and board-level strategic decision-making arising in connection with the Strategic Alternatives Review. Ashworth Velmoran shall continue in its role as management's outside counsel and shall be responsible for transactional execution matters, including due diligence coordination, negotiation of definitive transaction documentation, and regulatory filings required in connection with any Potential Transaction, in each case subject to further direction from the Board or the Special Committee. Should any question arise as to the appropriate allocation of responsibilities between C&H and Ashworth Velmoran, the matter shall be referred to the Independent Non-Executive Chair or the Chair of the Special Committee for resolution.

5.4 Limitation on Transaction Counsel Role. The Firm's role under this Amendment does not extend to acting as transaction counsel in any Potential Transaction that may result from the Strategic Alternatives Review. C&H's advisory role is limited to the governance, fiduciary, process, and regulatory matters described in Section 2 above. Should the Board elect to pursue a specific Potential Transaction, separate engagement terms may be required to define the scope of any additional legal services, whether to be provided by C&H, Ashworth Velmoran, or another law firm selected by the Board.

6. Conflicts Disclosure (Supplemental)

Reference is made to the conflicts check conducted by the Firm in connection with the Original Engagement Letter, as documented in the Firm's internal clearance memorandum dated March 11, 2024. That conflicts check covered the Company, its directors and officers, Corvus Peak and its known affiliates and principals, and such other parties as were identified at the time as potentially relevant to the engagement.

By way of supplemental disclosure in connection with the Expanded Scope, C&H hereby confirms that it has conducted an additional conflicts check and has determined the following:

(a) C&H does not currently represent Stonebridge Crane & Co. or any of its affiliates in any matter, and no conflicts of interest have been identified in connection with the Firm's coordination with Stonebridge in the Strategic Alternatives Review.

(b) C&H has not identified any other new conflicts of interest arising from the Expanded Scope that were not previously disclosed or addressed in connection with the Original Engagement Letter.

The Firm acknowledges its continuing obligation to notify the Board promptly in writing of any conflicts of interest that may arise during the course of the engagement, including any conflicts that may arise from the Expanded Scope or from the identification of specific counterparties, potential acquirers, or other parties in connection with the Strategic Alternatives Review. In the event that a conflict is identified, the Firm will work with the Board to determine whether appropriate conflict management measures, including waivers, ethical screens, or other arrangements, are available and sufficient to permit the engagement to continue.

7. Confidentiality

All confidential information, documents, data, communications, and other materials provided to C&H in connection with the Expanded Scope (collectively, "Confidential Information") shall be subject to the same confidentiality obligations and protections set forth in Section 7 of the Original Engagement Letter, which are incorporated herein by reference. Without limiting the generality of the foregoing, the Firm acknowledges the particular sensitivity of the Strategic Alternatives Review and the information generated in connection therewith, and agrees to the following additional undertakings:

(a) The Firm will maintain appropriate information barriers within the Firm, consistent with the Information Barrier Protocols to be developed for the Board pursuant to Section 2.4 above, to prevent the unauthorized dissemination of Confidential Information relating to the Strategic Alternatives Review to attorneys, staff, or other personnel of the Firm who are not members of the engagement team or who do not have a need to know such information in connection with the performance of the Firm's obligations under this Amendment or the Original Engagement Letter.

(b) The Firm will not disclose any Confidential Information relating to the Strategic Alternatives Review to any third party, including Ashworth Velmoran or Stonebridge, except as authorized by the Board or the Special Committee, or as required by applicable law, regulation, or professional obligation.

(c) The Firm will comply with all applicable data protection and privacy laws in connection with its handling of Confidential Information, including the UK General Data Protection Regulation and the Data Protection Act 2018 to the extent applicable.

8. Termination

The Expanded Scope of services may be terminated by the Board at any time, with or without cause, upon written notice delivered to the Firm at the address set forth in the Original Engagement Letter, or to such other address as the Firm may designate in writing from time to time, consistent with the termination provisions set forth in Section 9 of the Original Engagement Letter.

Termination of the Expanded Scope shall not affect the continuing engagement of the Firm under the Original Engagement Letter with respect to the Original Scope, unless the Board provides separate written notice terminating that engagement as well. Similarly, the Board may terminate the Original Scope while the Expanded Scope remains in effect, should the Board determine that such an arrangement is appropriate under the circumstances.

Upon termination of either the Expanded Scope or the overall engagement (including both the Original Scope and the Expanded Scope), C&H shall be entitled to payment for all services rendered and expenses incurred through the effective date of such termination, in accordance with the billing and payment terms set forth in the Original Engagement Letter and this Amendment. The Firm's obligations with respect to confidentiality, conflicts, and the return or destruction of Confidential Information shall survive any such termination in accordance with their terms.

9. Continuing Effect of Original Engagement Letter

Except as expressly modified by this Amendment, all terms and conditions of the Original Engagement Letter dated March 12, 2024, including without limitation those relating to governing law (State of Delaware), dispute resolution, limitation of liability, indemnification, and all other general provisions, remain in full force and effect and are incorporated herein by reference as though fully set forth in this Amendment.

In the event of any conflict or inconsistency between the provisions of this Amendment and the provisions of the Original Engagement Letter, this Amendment shall control with respect to the Expanded Scope of services, provided that the Original Engagement Letter shall continue to govern all matters within the Original Scope except to the extent that the terms of this Amendment expressly supersede or modify such provisions.

This Amendment, together with the Original Engagement Letter, constitutes the entire agreement between the Firm and the Board with respect to the matters described herein and supersedes all prior discussions, correspondence, and understandings, whether oral or written, relating to the Expanded Scope.

10. Counterparts and Execution

This Amendment may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Amendment by electronic mail in portable document format (.pdf) or by other electronic means shall be effective as delivery of a manually executed original counterpart.

We are grateful for the Board's continued confidence in the Firm, and we look forward to assisting the Board and the Special Committee through the Strategic Alternatives Review process. Should you have any questions regarding the terms of this Amendment or the Expanded Scope of our engagement, please do not hesitate to contact me directly.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Nathaniel Bower

Title: Partner

Direct Dial: +1 (212) 558-4127

Email: nbower@calderwoodharkness.com

ACKNOWLEDGED AND AGREED:

On behalf of the Board of Directors of Aurelius Global Media Group PLC, having been duly authorized by resolution of the Board adopted on April 22, 2024:

________________________________________

Name: Dame Elspeth Greenvale

Title: Independent Non-Executive Chair, Board of Directors

Date: ________

ATTESTED:

________________________________________

Name: Nadine Khalil

Title: General Counsel and Corporate Secretary, Aurelius Global Media Group PLC

Date: ________

cc: Nadine Khalil, General Counsel and Corporate Secretary, Aurelius Global Media Group PLC

cc: Members of the Special Committee of Independent Directors:

Tobias Kessler, Chair Lucinda Farrow-Grant Dr. Anwen Llewellyn

cc: Colette Whitman, Partner, Calderwood & Harkness LLP (Billing Partner)

Enclosure: Copy of Original Engagement Letter dated March 12, 2024 (for reference)

Timekeeper	Role	Rate (USD/hour)
Nathaniel Bower	Responsible Partner	$1,750
Colette Whitman	Billing Partner	$1,625
Audrey Zhou	Lead Associate	$985
Brendan Walsh	Working Associate	$725

PRIVILEGED & CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION
CALDERWOOD & HARKNESS LLP
787 Seventh Avenue New York, New York 10019
25 Bishopsgate London EC2N 3AR, United Kingdom
Telephone: +1 (212) 558-4000 Facsimile: +1 (212) 558-3588 www.calderwoodharkness.com
April 22, 2024
Matter No.: 1017-00002
Dame Elspeth Greenvale Independent Non-Executive Chair Board of Directors Aurelius Global Media Group PLC 14 Sceptre Row London EC2V 7QN United Kingdom
Dear Dame Elspeth:
1. Reference to Original Engagement and Purpose of Amendment
This letter (the "Amendment" or "Amended Engagement Letter") refers to the engagement letter dated March 12, 2024 (the "Original Engagement Letter") between Calderwood & Harkness LLP ("C&H," "we," or the "Firm") and the Board of Directors (the "Board") of Aurelius Global Media Group PLC ("AGMG" or the "Company"), pursuant to which the Board engaged C&H as independent governance counsel to the Board.
As you are aware, the Original Engagement Letter established the scope and terms of C&H's engagement as independent counsel to the Board in connection with (i) CEO succession matters following the resignation of Marcus Vane as Chief Executive Officer of the Company, effective March 8, 2024, and (ii) the Board's response to the activist campaign initiated by Corvus Peak Capital Partners LP and its affiliates (collectively, "Corvus Peak"), including Corvus Peak's solicitation of proxies in opposition to certain of the Board's nominees and proposals at the Company's upcoming Annual General Meeting.
We write to confirm that, as authorized by a resolution of the Board duly adopted at a meeting of the Board held on April 22, 2024 (the "Board Resolution"), the scope of the Firm's engagement is hereby expanded in the manner set forth below. This Amendment is entered into to formalize the Board's authorization of additional advisory services in connection with the Board's decision to evaluate strategic alternatives available to the Company, as further described herein.
Capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to them in the Original Engagement Letter. In all other respects, except as expressly modified hereby, the terms and conditions of the Original Engagement Letter remain in full force and effect.
2. Expanded Scope of Engagement
Pursuant to the Board Resolution, the scope of the Firm's engagement is hereby expanded to include the following additional advisory services (collectively, the "Expanded Scope"):
2.1 Strategic Alternatives Review Coordination. C&H will advise the Board in connection with the evaluation of strategic alternatives authorized by the Board on April 22, 2024 (the "Strategic Alternatives Review"). This advisory role will include coordination with the Company's financial advisor, Stonebridge Crane & Co. ("Stonebridge"), which has been separately engaged by the Board, acting through its Special Committee of Independent Directors (the "Special Committee"), to evaluate strategic alternatives as a defensive measure in response to Corvus Peak's proxy contest and related activist campaign. The Special Committee is chaired by Tobias Kessler, with Lucinda Farrow-Grant and Dr. Anwen Llewellyn serving as members. The Firm's advisory services in this regard will encompass providing legal guidance to the Board and the Special Committee on the process, structure, and governance dimensions of the Strategic Alternatives Review, including advising on the appropriate scope, timeline, and procedural safeguards for the review process.
2.2 Fiduciary Duty Analysis for Strategic Transactions. C&H will advise the Board on fiduciary obligations applicable to any potential sale, merger, acquisition, divestiture, joint venture, recapitalization, or other strategic transaction involving all or a material portion of AGMG's assets or equity that may be considered as part of the Strategic Alternatives Review (each, a "Potential Transaction"). This advisory function will include, without limitation, analysis of enhanced scrutiny standards applicable under Delaware law, including duties arising under Revlon, Inc. v. MacAndrews & Forbaci Holdings, Inc., 506 A.2d 173 (Del. 1986), and its progeny, as well as the obligation to conduct a reasonable market check and the standards applicable to the Board's consideration and approval of any Potential Transaction. Our fiduciary duty analysis will address both the legal framework applicable to each category of Potential Transaction and the process-related steps the Board should undertake to discharge its fiduciary obligations, including the appropriate role of the Special Committee, the scope of any market check, the treatment of competing proposals, and the standards governing any "go-shop" or "no-shop" provisions that may be included in a definitive transaction agreement.
2.3 Engagement Letter Review. C&H will review and advise the Board and the Special Committee on the terms of the Company's engagement of Stonebridge, including the fee arrangements agreed to or proposed by Stonebridge (which we understand include a monthly advisory retainer of $250,000 and a transaction fee of 0.25% of enterprise value payable upon the consummation of a change-of-control transaction), indemnification provisions, the scope of Stonebridge's advisory services, fiduciary-out provisions, expense reimbursement terms, and any other material provisions of the Stonebridge engagement letter. Our review will assess whether the terms of the Stonebridge engagement are consistent with market practice, are reasonable in the context of the Company's circumstances, and adequately protect the interests of the Board and the Company's shareholders.
2.4 Information Barrier and Confidentiality Protocols. C&H will design and advise on protocols for managing the flow of confidential information between the Strategic Alternatives Review process and the ongoing CEO succession process (the "Information Barrier Protocols"). These protocols will include the establishment of appropriate wall procedures to prevent premature or unauthorized disclosure of information concerning potential transaction discussions, indications of interest, or other commercially sensitive developments arising from the Strategic Alternatives Review to CEO candidates, management personnel not authorized to receive such information, or other third parties. The Information Barrier Protocols will also address the management of information flow within the Board itself, to the extent that the Board determines that certain categories of strategic alternatives information should be restricted to the Special Committee pending further direction from the Board.
2.5 Regulatory and Disclosure Advice. C&H will advise the Board on disclosure obligations arising under applicable United States and United Kingdom regulatory regimes in connection with the Strategic Alternatives Review. Specifically, our advice will address:
(a) US securities law disclosure obligations, including obligations arising under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder by the US Securities and Exchange Commission (the "SEC"), applicable to AGMG as a foreign private issuer with American Depositary Shares listed on the New York Stock Exchange (ticker: AGMG), including Form 6-K reporting obligations and anti-fraud provisions under Rule 10b-5;
(b) UK Financial Conduct Authority ("FCA") Disclosure Guidance and Transparency Rules ("DTR") requirements applicable to AGMG as a company whose ordinary shares are admitted to the premium segment of the Official List of the FCA and traded on the London Stock Exchange Main Market (ticker: AGMG.L), including obligations under DTR 2 relating to the disclosure of inside information and the conditions under which delay of such disclosure may be permissible;
(c) UK Listing Rules applicable to the Company, including the requirements of Chapter 10 (Significant Transactions) and Chapter 11 (Related Party Transactions), to the extent any Potential Transaction may trigger obligations thereunder;
(d) The interaction between US and UK disclosure regimes, including the management of timing and content of any required announcements to ensure compliance with both jurisdictions' requirements; and
(e) Market Abuse Regulation ("MAR") considerations, including the establishment and maintenance of insider lists in connection with the Strategic Alternatives Review.
2.6 Board Process Documentation. C&H will assist the Board and the Special Committee in documenting the Strategic Alternatives Review process, including the preparation of detailed minutes, resolutions, and memoranda that create a contemporaneous and defensible record of the Board's and the Special Committee's decision-making. This documentation will be designed to demonstrate the Board's compliance with its fiduciary obligations and to provide a basis for the Board to defend its actions in the event of any subsequent challenge by Corvus Peak, other shareholders, or any other party. The Firm will work with the Company's General Counsel and Corporate Secretary, Nadine Khalil, to ensure that the documentation process is integrated with the Company's existing governance procedures and record-keeping practices.
3. Relationship to Original Scope
The Expanded Scope set forth in Section 2 above is in addition to, and does not replace, supersede, or limit, the original scope of the Firm's engagement as set forth in the Original Engagement Letter (the "Original Scope"). The Original Scope, which encompasses the Firm's role as independent board governance counsel to the Board with respect to the following matters, remains in full force and effect:
(a) fiduciary duty guidance to the Board in connection with the CEO succession process;
(b) defense of the proxy contest initiated by Corvus Peak, including advice on proxy solicitation strategy and compliance with applicable proxy rules;
(c) response to Corvus Peak's demand for inspection of books and records pursuant to Section 220 of the Delaware General Corporation Law;
(d) evaluation of and advice regarding potential settlement negotiations with Corvus Peak, including any standstill, cooperation, or board representation arrangements; and
(e) such other related governance matters as may be referred to the Firm by the Board from time to time.
The Firm's engagement team for both the Original Scope and the Expanded Scope remains as set forth in the Original Engagement Letter: Nathaniel Bower (Responsible Partner), Colette Whitman (Billing Partner), Audrey Zhou (Lead Associate), and Brendan Walsh (Working Associate). To the extent that additional attorneys or paraprofessionals are required to support the Expanded Scope, the Firm will notify the Board in advance and obtain appropriate authorization in accordance with the procedures set forth in the Original Engagement Letter.
4. Billing Rates and Fee Arrangements
All billing rates and fee arrangements applicable to the Expanded Scope shall remain as set forth in Section 4 of the Original Engagement Letter. For ease of reference, the current standard hourly billing rates for the Firm's engagement team are as follows:
Paralegal rates shall be as set forth in the schedule attached to the Original Engagement Letter. These rates are subject to adjustment on the Firm's customary annual rate adjustment schedule, with advance notice to the Board as provided in the Original Engagement Letter.
The evergreen retainer of $75,000, replenished quarterly as set forth in Section 4.2 of the Original Engagement Letter, shall continue to apply to the engagement as expanded by this Amendment. Time and expenses incurred by the Firm in connection with the Expanded Scope shall be applied against the retainer and billed in accordance with the same terms and on the same monthly invoicing schedule as set forth in the Original Engagement Letter. For the avoidance of doubt, no separate or additional retainer is required in connection with the Expanded Scope. In the event that the volume of work associated with the Expanded Scope causes aggregate monthly fees to exceed the retainer balance with significantly greater frequency than anticipated under the Original Engagement Letter, the Firm will discuss with the Board whether an adjustment to the retainer amount is warranted, but any such adjustment shall require the mutual written agreement of the parties.
All out-of-pocket expenses, including travel, filing fees, research costs, and other disbursements incurred in connection with the Expanded Scope, shall be reimbursed in accordance with the expense reimbursement provisions of the Original Engagement Letter.
5. Coordination with Other Advisors
5.1 Coordination with Stonebridge Crane & Co. The Firm will coordinate with Stonebridge Crane & Co. on the legal aspects of the Strategic Alternatives Review. For purposes of this coordination, the lead banker at Stonebridge is Anil Kapoor-Mehta, Managing Director, Financial Advisory Group, whose principal office is located at 383 Madison Avenue, New York, New York 10179. The Firm's coordination with Stonebridge will include review and comment on materials prepared by Stonebridge for presentation to the Board and the Special Committee, participation in joint working sessions and calls as directed by the Special Committee, and legal analysis of structural and process matters arising in connection with the Strategic Alternatives Review. The Firm's coordination with Stonebridge shall at all times be subject to the direction of the Board and the Special Committee, and the Firm shall not provide legal advice to Stonebridge or act as counsel for Stonebridge in any capacity.
5.2 Coordination with Ashworth Velmoran LLP. The Firm will continue to coordinate with the Company's standing outside counsel, Ashworth Velmoran LLP ("Ashworth Velmoran") (lead partner: Martin Cho; principal office: One Liberty Plaza, New York, New York 10006), in accordance with the coordination protocol established pursuant to the letter dated March 19, 2024, from Nathaniel Bower to Martin Cho (the "Coordination Protocol"). The Coordination Protocol, as supplemented by this Amendment, shall govern the respective roles and responsibilities of C&H and Ashworth Velmoran with respect to both the Original Scope and the Expanded Scope.
5.3 Delineation of Roles. With respect to the Strategic Alternatives Review, the respective roles of C&H and Ashworth Velmoran shall be delineated as follows: C&H shall serve as primary counsel to the Board and the Special Committee on all fiduciary duty matters, governance process questions, and board-level strategic decision-making arising in connection with the Strategic Alternatives Review. Ashworth Velmoran shall continue in its role as management's outside counsel and shall be responsible for transactional execution matters, including due diligence coordination, negotiation of definitive transaction documentation, and regulatory filings required in connection with any Potential Transaction, in each case subject to further direction from the Board or the Special Committee. Should any question arise as to the appropriate allocation of responsibilities between C&H and Ashworth Velmoran, the matter shall be referred to the Independent Non-Executive Chair or the Chair of the Special Committee for resolution.
5.4 Limitation on Transaction Counsel Role. The Firm's role under this Amendment does not extend to acting as transaction counsel in any Potential Transaction that may result from the Strategic Alternatives Review. C&H's advisory role is limited to the governance, fiduciary, process, and regulatory matters described in Section 2 above. Should the Board elect to pursue a specific Potential Transaction, separate engagement terms may be required to define the scope of any additional legal services, whether to be provided by C&H, Ashworth Velmoran, or another law firm selected by the Board.
6. Conflicts Disclosure (Supplemental)
Reference is made to the conflicts check conducted by the Firm in connection with the Original Engagement Letter, as documented in the Firm's internal clearance memorandum dated March 11, 2024. That conflicts check covered the Company, its directors and officers, Corvus Peak and its known affiliates and principals, and such other parties as were identified at the time as potentially relevant to the engagement.
By way of supplemental disclosure in connection with the Expanded Scope, C&H hereby confirms that it has conducted an additional conflicts check and has determined the following:
(a) C&H does not currently represent Stonebridge Crane & Co. or any of its affiliates in any matter, and no conflicts of interest have been identified in connection with the Firm's coordination with Stonebridge in the Strategic Alternatives Review.
(b) C&H has not identified any other new conflicts of interest arising from the Expanded Scope that were not previously disclosed or addressed in connection with the Original Engagement Letter.
The Firm acknowledges its continuing obligation to notify the Board promptly in writing of any conflicts of interest that may arise during the course of the engagement, including any conflicts that may arise from the Expanded Scope or from the identification of specific counterparties, potential acquirers, or other parties in connection with the Strategic Alternatives Review. In the event that a conflict is identified, the Firm will work with the Board to determine whether appropriate conflict management measures, including waivers, ethical screens, or other arrangements, are available and sufficient to permit the engagement to continue.
7. Confidentiality
All confidential information, documents, data, communications, and other materials provided to C&H in connection with the Expanded Scope (collectively, "Confidential Information") shall be subject to the same confidentiality obligations and protections set forth in Section 7 of the Original Engagement Letter, which are incorporated herein by reference. Without limiting the generality of the foregoing, the Firm acknowledges the particular sensitivity of the Strategic Alternatives Review and the information generated in connection therewith, and agrees to the following additional undertakings:
(a) The Firm will maintain appropriate information barriers within the Firm, consistent with the Information Barrier Protocols to be developed for the Board pursuant to Section 2.4 above, to prevent the unauthorized dissemination of Confidential Information relating to the Strategic Alternatives Review to attorneys, staff, or other personnel of the Firm who are not members of the engagement team or who do not have a need to know such information in connection with the performance of the Firm's obligations under this Amendment or the Original Engagement Letter.
(b) The Firm will not disclose any Confidential Information relating to the Strategic Alternatives Review to any third party, including Ashworth Velmoran or Stonebridge, except as authorized by the Board or the Special Committee, or as required by applicable law, regulation, or professional obligation.
(c) The Firm will comply with all applicable data protection and privacy laws in connection with its handling of Confidential Information, including the UK General Data Protection Regulation and the Data Protection Act 2018 to the extent applicable.
8. Termination
The Expanded Scope of services may be terminated by the Board at any time, with or without cause, upon written notice delivered to the Firm at the address set forth in the Original Engagement Letter, or to such other address as the Firm may designate in writing from time to time, consistent with the termination provisions set forth in Section 9 of the Original Engagement Letter.
Termination of the Expanded Scope shall not affect the continuing engagement of the Firm under the Original Engagement Letter with respect to the Original Scope, unless the Board provides separate written notice terminating that engagement as well. Similarly, the Board may terminate the Original Scope while the Expanded Scope remains in effect, should the Board determine that such an arrangement is appropriate under the circumstances.
Upon termination of either the Expanded Scope or the overall engagement (including both the Original Scope and the Expanded Scope), C&H shall be entitled to payment for all services rendered and expenses incurred through the effective date of such termination, in accordance with the billing and payment terms set forth in the Original Engagement Letter and this Amendment. The Firm's obligations with respect to confidentiality, conflicts, and the return or destruction of Confidential Information shall survive any such termination in accordance with their terms.
9. Continuing Effect of Original Engagement Letter
Except as expressly modified by this Amendment, all terms and conditions of the Original Engagement Letter dated March 12, 2024, including without limitation those relating to governing law (State of Delaware), dispute resolution, limitation of liability, indemnification, and all other general provisions, remain in full force and effect and are incorporated herein by reference as though fully set forth in this Amendment.
In the event of any conflict or inconsistency between the provisions of this Amendment and the provisions of the Original Engagement Letter, this Amendment shall control with respect to the Expanded Scope of services, provided that the Original Engagement Letter shall continue to govern all matters within the Original Scope except to the extent that the terms of this Amendment expressly supersede or modify such provisions.
This Amendment, together with the Original Engagement Letter, constitutes the entire agreement between the Firm and the Board with respect to the matters described herein and supersedes all prior discussions, correspondence, and understandings, whether oral or written, relating to the Expanded Scope.
10. Counterparts and Execution
This Amendment may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Amendment by electronic mail in portable document format (.pdf) or by other electronic means shall be effective as delivery of a manually executed original counterpart.
We are grateful for the Board's continued confidence in the Firm, and we look forward to assisting the Board and the Special Committee through the Strategic Alternatives Review process. Should you have any questions regarding the terms of this Amendment or the Expanded Scope of our engagement, please do not hesitate to contact me directly.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Nathaniel Bower
Title: Partner
Direct Dial: +1 (212) 558-4127
Email: nbower@calderwoodharkness.com
ACKNOWLEDGED AND AGREED:
On behalf of the Board of Directors of Aurelius Global Media Group PLC, having been duly authorized by resolution of the Board adopted on April 22, 2024:
________________________________________
Name: Dame Elspeth Greenvale
Title: Independent Non-Executive Chair, Board of Directors
Date: ________
ATTESTED:
________________________________________
Name: Nadine Khalil
Title: General Counsel and Corporate Secretary, Aurelius Global Media Group PLC
Date: ________
cc: Nadine Khalil, General Counsel and Corporate Secretary, Aurelius Global Media Group PLC
cc: Members of the Special Committee of Independent Directors:
Tobias Kessler, Chair Lucinda Farrow-Grant Dr. Anwen Llewellyn
cc: Colette Whitman, Partner, Calderwood & Harkness LLP (Billing Partner)
Enclosure: Copy of Original Engagement Letter dated March 12, 2024 (for reference)
Timekeeper | Role | Rate (USD/hour)
Nathaniel Bower | Responsible Partner | $1,750
Colette Whitman | Billing Partner | $1,625
Audrey Zhou | Lead Associate | $985
Brendan Walsh | Working Associate | $725

PRIVILEGED & CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION

CALDERWOOD & HARKNESS LLP

CALDERWOOD & HARKNESS LLP

ACKNOWLEDGED AND AGREED:

ATTESTED:

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