1017-00002 · Aurelius Global Media Group · documents

draft-resolution-engagement-stonebridge-crane.docx DOCUMENT M&A / Corporate

12 / 75 ← → ✕

Contract analysis Extract to table

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT

Prepared by Calderwood & Harkness LLP Matter No. 1017-00002

RESOLUTIONS OF THE BOARD OF DIRECTORS OF AURELIUS GLOBAL MEDIA GROUP PLC

Engagement of Financial Advisor — Stonebridge Crane & Co.

April 22, 2024

ADOPTED BY UNANIMOUS WRITTEN CONSENT

The undersigned, being all of the members of the Board of Directors (the "Board") of Aurelius Global Media Group PLC, a Delaware public limited company (the "Company"), acting pursuant to Section 141(f) of the Delaware General Corporation Law (the "DGCL") and the Company's Amended and Restated Bylaws, dated as of June 14, 2021, hereby adopt the following resolutions by unanimous written consent, effective as of April 22, 2024, without the necessity of a formal meeting, with such consent to have the same force and effect as if adopted at a meeting duly called and held:

RECITALS

WHEREAS, Aurelius Global Media Group PLC ("AGMG" or the "Company") is a public limited company duly incorporated and existing under the laws of the State of Delaware, registered as an overseas company in England and Wales under Companies House registration number OC487231, with its principal executive offices located at 14 Sceptre Row, London EC2V 7QN, United Kingdom, and shares of common stock, par value $0.01 per share, listed on the New York Stock Exchange under the ticker symbol "AGMG" and admitted to the premium segment of the Official List maintained by the Financial Conduct Authority and to trading on the London Stock Exchange Main Market under the ticker symbol "AGMG.L";

WHEREAS, Corvus Peak Capital Partners LP, a Delaware limited partnership ("Corvus Peak"), has disclosed beneficial ownership of approximately 8.7% of the Company's outstanding shares of common stock (approximately 35,896,200 shares out of 412,600,000 shares of common stock issued and outstanding as of the record date) pursuant to a Schedule 13D filed with the United States Securities and Exchange Commission (the "SEC") on January 18, 2024 (the "Original Schedule 13D"), as amended by Amendment No. 1 to the Schedule 13D filed with the SEC on February 26, 2024 (the "Amended Schedule 13D," and together with the Original Schedule 13D, the "Schedule 13D Filings"), and Corvus Peak has publicly stated its intention to seek changes to the composition of the Board and to the Company's strategic direction;

WHEREAS, in connection with the Schedule 13D Filings, Corvus Peak has nominated three candidates — Malcolm Trask, Vanessa Loring, and Dr. Raymond Chu (collectively, the "Corvus Peak Nominees") — for election to the Board at the Company's 2024 Annual General Meeting of Shareholders (the "2024 AGM"), and has filed a preliminary proxy statement on Schedule 14A with the SEC on April 1, 2024, seeking the election of such Corvus Peak Nominees in opposition to the candidates nominated by the Board (the "Proxy Contest");

WHEREAS, Marcus Vane resigned as Chief Executive Officer of the Company effective March 8, 2024, and the Board, acting promptly and in accordance with its fiduciary obligations, designated Priya Nair-Whitfield, the Company's Chief Operating Officer, as Interim Chief Executive Officer of the Company effective as of March 8, 2024, pending the completion of a formal succession process to identify and appoint a permanent Chief Executive Officer;

WHEREAS, in connection with the CEO succession process and the Board's response to the Proxy Contest, the Board formed a Special Committee on March 18, 2024 (the "Special Committee"), consisting of the following independent, non-executive directors: Tobias Kessler (Chair), Lucinda Farrow-Grant, and Dr. Anwen Llewellyn, with authority to oversee the CEO succession process, coordinate the Board's response to the Corvus Peak activist campaign, and, as further set forth herein, to oversee any evaluation of strategic alternatives that the Board may determine to undertake;

WHEREAS, in light of the ongoing Proxy Contest, the recent change in executive leadership, and the possibility that the Board may determine, in the exercise of its fiduciary duties, that it is in the best interests of the Company and its shareholders to evaluate strategic alternatives available to the Company, including but not limited to a potential sale of the Company, a merger or business combination transaction, a divestiture or spin-off of one or more business segments, a recapitalization, a leveraged buyout, a going-private transaction, or other extraordinary corporate transactions (collectively, "Strategic Alternatives"), the Board has determined that it is advisable, prudent, and in the best interests of the Company and its shareholders to retain an independent financial advisor of recognized standing and expertise to assist the Board in such evaluation;

WHEREAS, as of March 1, 2024, the Company's market capitalization was approximately $8.65 billion (approximately £6.82 billion based on the then-prevailing exchange rate), with the Company reporting consolidated revenue of $4.37 billion and consolidated earnings before interest, taxes, depreciation, and amortization ("EBITDA") of $812 million for the fiscal year ended December 31, 2023 ("FY 2023"), reflecting the significant scale and complexity of the Company's operations across its four principal business segments: Streaming & Digital Content, Live Entertainment & Events, E-Commerce & Merchandising, and Advertising & Brand Partnerships;

WHEREAS, the Board, acting through the Special Committee and upon the recommendation of independent governance counsel Calderwood & Harkness LLP, which has conducted a thorough review of potential financial advisory firms, has identified Stonebridge Crane & Co. ("Stonebridge"), a partnership duly organized and existing under the laws of the State of New York with its principal offices located at 383 Madison Avenue, New York, NY 10179, as a qualified and independent financial advisory firm with significant experience in advising public company boards of directors in connection with strategic transactions, proxy contests, and activist situations in the media, entertainment, and digital content sectors, and has determined that Stonebridge possesses the requisite qualifications, independence, and sector expertise to serve as financial advisor to the Board;

WHEREAS, the engagement of Stonebridge will be led by Anil Kapoor-Mehta, Managing Director, Financial Advisory Group, who has represented to the Board that Stonebridge does not have any material relationships with Corvus Peak, any of the Corvus Peak Nominees, or any entity known to be affiliated with Corvus Peak that would impair Stonebridge's independence in rendering advice to the Board;

WHEREAS, the Board has reviewed a proposed engagement letter from Stonebridge dated April 15, 2024 (the "Engagement Letter"), setting forth the terms and conditions of the proposed engagement, including, among other things:

(a) a monthly advisory retainer fee of Two Hundred Fifty Thousand Dollars ($250,000), commencing on the date of execution of the Engagement Letter and payable in arrears on the last business day of each calendar month during the term of the engagement;

(b) a transaction fee equal to 0.25% of the enterprise value of the Company (as determined in good faith at the time of any consummated change-of-control transaction), payable upon the closing of any such transaction;

(c) customary indemnification provisions in favor of Stonebridge, its partners, officers, employees, and agents, subject to exceptions for gross negligence and willful misconduct;

(d) reimbursement of reasonable, documented, out-of-pocket expenses incurred by Stonebridge in connection with the performance of its services under the Engagement Letter; and

(e) provisions regarding confidentiality, information sharing, and restrictions on the use and disclosure of Company non-public information;

WHEREAS, the Board has carefully considered its fiduciary duties under the DGCL, including the duty of care and the duty of loyalty, and has determined, following discussion and deliberation, that the retention of a qualified, independent financial advisor is consistent with the exercise of the Board's informed business judgment, is a reasonable and prudent measure in light of the current circumstances facing the Company, and is in the best interests of the Company and its shareholders;

WHEREAS, the Board has been advised by Calderwood & Harkness LLP regarding the legal framework applicable to the evaluation of Strategic Alternatives, including the applicability of enhanced judicial scrutiny under Revlon, Inc. v. MacAndrews & Forbaci Holdings, Inc., 506 A.2d 173 (Del. 1986), and its progeny, the requirements for conducting an adequate market check, and the Board's obligations to act in an informed manner and in good faith in considering any potential transaction;

WHEREAS, the Board acknowledges that the Company's standing outside counsel, Ashworth Velmoran LLP, its independent governance counsel, Calderwood & Harkness LLP, its proxy solicitor, Citrine Advisory Group Inc., and its executive search firm, Hargrove Tate Partners LLC, continue to serve the Company in their respective advisory capacities, and that appropriate coordination protocols among all such advisors will be established to ensure the efficient and effective conduct of the Strategic Alternatives Review and the Board's other ongoing activities; and

WHEREAS, the proposed Engagement Letter has been reviewed and marked up by Calderwood & Harkness LLP, which has provided detailed commentary to the Special Committee on the fee structure, indemnification provisions, scope of services, exclusivity provisions, tail period, termination provisions, and fiduciary-out provisions contained therein, and the Special Committee has discussed such commentary with representatives of Calderwood & Harkness LLP and is satisfied that the terms of the Engagement Letter, as modified through such review process, are fair and reasonable and consistent with market practice for engagements of this nature and scale.

RESOLUTIONS

NOW, THEREFORE, BE IT:

Resolution 1 — Authorization of Engagement

RESOLVED, that the Board of Directors hereby authorizes and approves the engagement of Stonebridge Crane & Co. as financial advisor to the Board of Directors of the Company for the purpose of advising the Board in connection with its evaluation of Strategic Alternatives available to the Company, including but not limited to a potential sale of the Company, a merger or business combination transaction, a divestiture or spin-off of one or more business segments, a recapitalization, a leveraged buyout, a going-private transaction, or other extraordinary corporate transaction involving the Company or any of its business segments (such evaluation, the "Strategic Alternatives Review"), on the terms and conditions set forth in the Engagement Letter and these resolutions.

Resolution 2 — Approval of Engagement Letter

RESOLVED, that the Board of Directors hereby approves the Engagement Letter between the Company and Stonebridge Crane & Co. substantially in the form presented to and reviewed by the Board at this meeting, a copy of which has been filed with the records of this consent, subject to such non-material modifications, amendments, supplements, or clarifications thereto as Dame Elspeth Greenvale, Non-Executive Chair of the Board, Tobias Kessler, Chair of the Special Committee, or Nadine Khalil, General Counsel and Corporate Secretary of the Company, may approve in consultation with Calderwood & Harkness LLP, provided that any such modifications, amendments, supplements, or clarifications do not materially alter the economic terms or the scope of the engagement as described herein, and that any of the foregoing officers or directors is hereby authorized and empowered to execute and deliver the Engagement Letter on behalf of the Company, with such execution to be conclusive evidence of the approval of any such modifications.

Resolution 3 — Fee Authorization

RESOLVED, that the Board of Directors hereby authorizes and directs the Company to pay to Stonebridge Crane & Co. the following fees and expenses in connection with the engagement authorized hereby:

(a) Monthly Advisory Retainer. A monthly advisory retainer fee of Two Hundred Fifty Thousand Dollars ($250,000), payable in arrears on the last business day of each calendar month during the term of the engagement, commencing April 22, 2024, and continuing until the earlier of (i) the termination of the engagement in accordance with the terms of the Engagement Letter and (ii) the consummation of a change-of-control transaction, with the retainer for any partial month to be pro-rated based on the number of days elapsed in such month;

(b) Transaction Fee. A transaction fee equal to 0.25% (twenty-five basis points) of the enterprise value of the Company (as determined in good faith by the Board, in consultation with Stonebridge and Calderwood & Harkness LLP, at the time of any consummated change-of-control transaction), payable upon the closing of any such transaction, with the monthly retainer fees paid prior to the closing to be credited against the transaction fee;

(c) Expense Reimbursement. Reimbursement of reasonable, documented, out-of-pocket expenses incurred by Stonebridge in connection with the engagement, including but not limited to travel, lodging, communication, printing, courier, and third-party research costs, subject to the itemized reporting requirements and pre-approval thresholds set forth in the Engagement Letter; and

(d) Indemnification. Customary indemnification obligations of the Company in favor of Stonebridge and its partners, directors, officers, employees, agents, representatives, and controlling persons, as set forth in the indemnification provisions of the Engagement Letter, subject to the exceptions for gross negligence and willful misconduct as negotiated by Calderwood & Harkness LLP.

Resolution 4 — Scope of Services

RESOLVED, that the scope of Stonebridge's engagement as financial advisor to the Board shall include, without limitation, the following services:

(a) advising the Board and the Special Committee on the full range of Strategic Alternatives available to the Company, including the potential benefits, risks, and implications of each alternative;

(b) assisting the Board and the Special Committee in evaluating any proposals, indications of interest, expressions of interest, or unsolicited approaches received from third parties in connection with any potential transaction involving the Company or any of its business segments;

(c) preparing and delivering to the Board and the Special Committee financial analyses and valuations of the Company on a consolidated basis and of each of its principal business segments (Streaming & Digital Content, Live Entertainment & Events, E-Commerce & Merchandising, and Advertising & Brand Partnerships), utilizing such methodologies as Stonebridge deems appropriate, including discounted cash flow analysis, comparable company analysis, precedent transaction analysis, sum-of-the-parts analysis, and such other methodologies as may be relevant;

(d) assisting the Board and the Special Committee in structuring, evaluating, and negotiating the terms and conditions of any potential transaction, including price, form of consideration, conditions to closing, representations and warranties, indemnification provisions, termination provisions, and other material terms;

(e) rendering a fairness opinion (or opinions) to the Board in connection with any proposed transaction, if and when requested by the Board or the Special Committee, subject to Stonebridge's customary procedures and internal approval processes for the issuance of fairness opinions; and

(f) providing such other financial advisory services as the Board or the Special Committee may reasonably request from time to time in connection with the Strategic Alternatives Review and related matters.

Resolution 5 — Special Committee Oversight

RESOLVED, that the Strategic Alternatives Review shall be conducted under the direct oversight and supervision of the Special Committee, consisting of Tobias Kessler (Chair), Lucinda Farrow-Grant, and Dr. Anwen Llewellyn, each of whom has been determined by the Board to be an independent director within the meaning of the NYSE Listed Company Manual Section 303A and the UK Corporate Governance Code, and that Stonebridge shall report directly to the Special Committee and, through the Special Committee, to the full Board; and be it further

RESOLVED, that the Special Committee shall have sole authority to direct the day-to-day conduct of the Strategic Alternatives Review, including but not limited to the authority to:

(i) determine the scope, pace, and manner of any outreach to potential transaction counterparties, including the preparation of a potential buyer or partner list and the sequencing and timing of any contacts;

(ii) approve the terms and form of any non-disclosure agreements, standstill agreements, or other preliminary transaction documents to be entered into with potential counterparties;

(iii) authorize the establishment and population of any virtual data rooms or the sharing of any confidential Company information with potential counterparties;

(iv) retain, at the Company's expense, such additional financial, legal, or other advisors as the Special Committee may deem necessary or advisable in connection with the Strategic Alternatives Review; and

(v) make recommendations to the full Board regarding the pursuit, approval, or rejection of any Strategic Alternative;

provided, however, that any decision to enter into, approve, or recommend any definitive transaction agreement in connection with the Strategic Alternatives Review shall require the approval of the full Board of Directors, acting in the exercise of its fiduciary duties.

Resolution 6 — Coordination with Counsel

RESOLVED, that Stonebridge shall coordinate its activities, analyses, and advice with Calderwood & Harkness LLP, in its capacity as independent governance counsel to the Board, and with Ashworth Velmoran LLP, in its capacity as standing outside counsel to the Company, in accordance with written coordination protocols to be established by Calderwood & Harkness LLP (the "Advisor Coordination Protocols"), in order to ensure consistency of strategic, financial, and legal advice provided to the Board, the preservation of the attorney-client privilege and the work product doctrine with respect to all communications, analyses, and materials prepared in connection with the Strategic Alternatives Review, and adherence to the Board's fiduciary obligations under applicable law; and be it further

RESOLVED, that all materials prepared by Stonebridge in connection with the Strategic Alternatives Review, including but not limited to financial analyses, valuation models, presentation materials, and written communications, shall be shared with Calderwood & Harkness LLP and, to the extent appropriate, with Ashworth Velmoran LLP, prior to dissemination to the Board or the Special Committee, to facilitate legal review and to ensure the protection of applicable privileges.

Resolution 7 — Confidentiality and Information Barriers

RESOLVED, that the Board hereby directs the Company's management, including specifically Nadine Khalil, General Counsel and Corporate Secretary, Garrett Voss, Chief Financial Officer, and Priya Nair-Whitfield, Interim Chief Executive Officer, to cooperate fully with Stonebridge in providing access to Company information, financial data, projections, business plans, operational data, material contracts, and personnel as reasonably necessary for Stonebridge to perform its services in connection with the Strategic Alternatives Review, subject to the execution by Stonebridge of appropriate confidentiality agreements and the establishment of information barrier protocols, each in a form to be approved by Calderwood & Harkness LLP; and be it further

RESOLVED, that appropriate information barriers shall be established and maintained between (i) the Strategic Alternatives Review and (ii) the ongoing CEO succession process being conducted under the oversight of the Special Committee with the assistance of Hargrove Tate Partners LLC, to prevent premature disclosure of potential transaction discussions to CEO candidates and to protect the integrity and confidentiality of both processes, with the terms and procedures for such information barriers to be determined by the Special Committee in consultation with Calderwood & Harkness LLP and communicated to all relevant personnel and advisors.

Resolution 8 — D&O Insurance Notification

RESOLVED, that Nadine Khalil, General Counsel and Corporate Secretary, is hereby directed to review, in consultation with Calderwood & Harkness LLP and the Company's insurance broker, whether the engagement of Stonebridge and the commencement of the Strategic Alternatives Review constitutes a "circumstance," "event," or "development" requiring notice or reporting under the Company's directors' and officers' liability insurance policy issued by Helmsley Indemnity Corp. (Policy No. HIC-DOL-2024-009347, with coverage limits of $75,000,000 per occurrence and $150,000,000 in the aggregate for the policy period), and to provide such notice to the insurer as may be required or as may be prudent under the terms of such policy, including any applicable Side A, Side B, or Side C coverage towers, in order to preserve the Company's and the individual directors' and officers' rights to coverage thereunder.

Resolution 9 — Regulatory Considerations

RESOLVED, that the Board acknowledges and recognizes that the Company's dual listing on the New York Stock Exchange and the London Stock Exchange Main Market, and its status as a reporting company under the Securities Exchange Act of 1934, as amended, and as an issuer with securities admitted to the premium segment of the Official List maintained by the Financial Conduct Authority, may give rise to disclosure obligations under both US federal securities laws (including Regulation FD promulgated under the Securities Exchange Act of 1934) and the FCA Disclosure Guidance and Transparency Rules (including DTR 2, relating to the disclosure of inside information under Article 17 of the Market Abuse Regulation (EU) No. 596/2014 as retained in UK law), and that Nadine Khalil, General Counsel and Corporate Secretary, in consultation with Calderwood & Harkness LLP and Ashworth Velmoran LLP, shall monitor, assess, and advise the Board on any disclosure obligations arising from the Strategic Alternatives Review, including the timing and content of any required public disclosures, and shall prepare such disclosures for the Board's review and approval as and when appropriate.

Resolution 10 — No Commitment to Transaction

RESOLVED, that the authorization of the Strategic Alternatives Review and the engagement of Stonebridge Crane & Co. as financial advisor to the Board shall not constitute, and shall not be deemed or construed to constitute, a commitment, agreement, or undertaking by the Board to pursue, approve, recommend, or consummate any particular Strategic Alternative or transaction, and that the Board expressly retains full and complete discretion to determine, in the exercise of its fiduciary duties under applicable law, whether any Strategic Alternative or transaction is in the best interests of the Company and its shareholders, including the discretion to determine that no transaction should be pursued and that the Company should continue to operate as an independent, publicly traded company in accordance with its existing business strategy and plans.

Resolution 11 — Delegation and Further Actions

RESOLVED, that Dame Elspeth Greenvale, in her capacity as Non-Executive Chair of the Board of Directors, Tobias Kessler, in his capacity as Chair of the Special Committee, Nadine Khalil, in her capacity as General Counsel and Corporate Secretary of the Company, and Garrett Voss, in his capacity as Chief Financial Officer of the Company, and each of them acting singly and without the joinder of the others, are hereby authorized, empowered, and directed to take or cause to be taken all such further actions, to negotiate, execute, and deliver or cause to be negotiated, executed, and delivered all such further documents, instruments, agreements, certificates, notices, consents, and filings, and to pay or cause to be paid all such fees, costs, and expenses, in the name of and on behalf of the Company, as any of them may deem necessary, advisable, or appropriate to carry out the purposes and intent of the foregoing resolutions, the taking of any such action and the execution and delivery of any such document, instrument, or agreement by any such person to be conclusive evidence that such person determined such action or execution to be necessary, advisable, or appropriate.

Resolution 12 — Ratification

RESOLVED, that all actions heretofore taken by any officer, director, employee, agent, or representative of the Company, or by any advisor to the Company, in connection with the matters contemplated by the foregoing resolutions, including but not limited to preliminary discussions with Stonebridge, the negotiation of the terms of the Engagement Letter, and the review and mark-up of the Engagement Letter by Calderwood & Harkness LLP, are hereby ratified, confirmed, approved, and adopted in all respects as the acts and deeds of the Company.

CERTIFICATION

I, Nadine Khalil, General Counsel and Corporate Secretary of Aurelius Global Media Group PLC, a Delaware public limited company, do hereby certify that:

1. The foregoing resolutions were duly adopted by the Board of Directors of Aurelius Global Media Group PLC by unanimous written consent effective as of April 22, 2024, in accordance with Section 141(f) of the Delaware General Corporation Law and the Company's Amended and Restated Bylaws.

2. All members of the Board of Directors participated in the unanimous written consent, constituting a quorum of the full Board, and each director has duly executed this written consent or a counterpart hereof.

3. The foregoing resolutions have not been amended, modified, supplemented, revoked, or rescinded, and remain in full force and effect as of the date hereof.

4. This certification is being executed and delivered pursuant to the authority vested in me as General Counsel and Corporate Secretary of the Company under the Company's Amended and Restated Bylaws and the foregoing resolutions.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the Company as of the date first written above.

AURELIUS GLOBAL MEDIA GROUP PLC

By: ________

Name: Nadine Khalil

Title: General Counsel & Corporate Secretary

Date: April 22, 2024

[CORPORATE SEAL]

EXHIBIT A

Summary of Key Terms of Stonebridge Crane & Co. Engagement Letter Attached for Reference Purposes Only

This Exhibit A is provided for informational and reference purposes only and does not constitute the Engagement Letter itself. The complete Engagement Letter is maintained in the files of the General Counsel and Corporate Secretary and is available for review by members of the Board of Directors upon request. In the event of any conflict between this summary and the terms of the executed Engagement Letter, the terms of the executed Engagement Letter shall control.

End of Exhibit A

End of Resolutions of the Board of Directors of Aurelius Global Media Group PLC — Engagement of Financial Advisor — Stonebridge Crane & Co.

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT Calderwood & Harkness LLP	Matter No. 1017-00002
Term	Description
Parties	Aurelius Global Media Group PLC (the "Company") and Stonebridge Crane & Co. ("Stonebridge")
Effective Date	April 22, 2024
Lead Advisor	Anil Kapoor-Mehta, Managing Director, Financial Advisory Group
Monthly Retainer	$250,000 per month, payable in arrears on the last business day of each calendar month during the term of the engagement; pro-rated for any partial month
Transaction Fee	0.25% of the enterprise value of the Company (as determined in good faith at the time of any consummated change-of-control transaction), payable upon the closing of any such transaction; monthly retainer fees credited against the transaction fee
Tail Period	12 months following the effective date of termination of the engagement; transaction fee remains payable if a change-of-control transaction is consummated during the tail period with any party (i) with whom the Company or Stonebridge had discussions or negotiations during the engagement term, or (ii) who was identified in writing by Stonebridge as a potential counterparty during the engagement term
Estimated Tail Fee Exposure	Approximately $21.6 million (based on 0.25% of estimated enterprise value of $8.65 billion as of March 1, 2024; actual fee will be calculated based on enterprise value at the time of consummation of any transaction)
Indemnification	Company to indemnify Stonebridge and its partners, directors, officers, employees, agents, representatives, and controlling persons against all losses, claims, damages, liabilities, and expenses (including reasonable attorneys' fees and costs of investigation and litigation) arising from or in connection with the engagement or any transaction contemplated thereby, subject to customary exceptions for losses resulting from (i) gross negligence, (ii) willful misconduct, or (iii) bad faith on the part of the indemnified party, as determined by a court of competent jurisdiction in a final, non-appealable judgment
Expense Reimbursement	Reasonable, documented, out-of-pocket expenses incurred by Stonebridge in connection with the engagement, subject to itemized monthly reporting; expenses in excess of $25,000 per item require prior written approval of the General Counsel or the Chair of the Special Committee
Termination	Either party may terminate the engagement upon 30 days' prior written notice to the other party; monthly retainer pro-rated through the effective date of termination; transaction fee obligations and tail provisions survive termination; indemnification obligations survive termination indefinitely
Confidentiality	Standard mutual confidentiality obligations; Stonebridge subject to restrictions on use, disclosure, and dissemination of Company non-public information; Stonebridge to comply with all applicable securities laws regarding the use of material non-public information; Stonebridge may disclose confidential information to its employees, agents, and representatives on a need-to-know basis, subject to confidentiality undertakings
Exclusivity	Stonebridge agrees not to advise, represent, or act on behalf of any party adverse to the Company in connection with any transaction involving the Company during the term of the engagement and for a period of 6 months following the effective date of termination
Fiduciary-Out	Engagement Letter expressly acknowledges and provides that the Board of Directors retains ultimate fiduciary authority over any transaction decision, that Stonebridge's role is advisory only, and that the Board is not bound by any advice, recommendation, or opinion provided by Stonebridge
Fairness Opinion	Stonebridge will render a fairness opinion (or opinions) if and when requested by the Board or the Special Committee, subject to Stonebridge's customary internal review and approval procedures; no additional fee for fairness opinion (included in transaction fee)
Governing Law	Laws of the State of New York, without regard to conflict of laws principles
Dispute Resolution	Any dispute arising under or in connection with the Engagement Letter to be resolved by binding arbitration administered by the American Arbitration Association in New York, New York, in accordance with its Commercial Arbitration Rules

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
Prepared by Calderwood & Harkness LLP Matter No. 1017-00002
RESOLUTIONS OF THE BOARD OF DIRECTORS OF AURELIUS GLOBAL MEDIA GROUP PLC
Engagement of Financial Advisor — Stonebridge Crane & Co.
April 22, 2024
ADOPTED BY UNANIMOUS WRITTEN CONSENT
The undersigned, being all of the members of the Board of Directors (the "Board") of Aurelius Global Media Group PLC, a Delaware public limited company (the "Company"), acting pursuant to Section 141(f) of the Delaware General Corporation Law (the "DGCL") and the Company's Amended and Restated Bylaws, dated as of June 14, 2021, hereby adopt the following resolutions by unanimous written consent, effective as of April 22, 2024, without the necessity of a formal meeting, with such consent to have the same force and effect as if adopted at a meeting duly called and held:
RECITALS
WHEREAS, Aurelius Global Media Group PLC ("AGMG" or the "Company") is a public limited company duly incorporated and existing under the laws of the State of Delaware, registered as an overseas company in England and Wales under Companies House registration number OC487231, with its principal executive offices located at 14 Sceptre Row, London EC2V 7QN, United Kingdom, and shares of common stock, par value $0.01 per share, listed on the New York Stock Exchange under the ticker symbol "AGMG" and admitted to the premium segment of the Official List maintained by the Financial Conduct Authority and to trading on the London Stock Exchange Main Market under the ticker symbol "AGMG.L";
WHEREAS, Corvus Peak Capital Partners LP, a Delaware limited partnership ("Corvus Peak"), has disclosed beneficial ownership of approximately 8.7% of the Company's outstanding shares of common stock (approximately 35,896,200 shares out of 412,600,000 shares of common stock issued and outstanding as of the record date) pursuant to a Schedule 13D filed with the United States Securities and Exchange Commission (the "SEC") on January 18, 2024 (the "Original Schedule 13D"), as amended by Amendment No. 1 to the Schedule 13D filed with the SEC on February 26, 2024 (the "Amended Schedule 13D," and together with the Original Schedule 13D, the "Schedule 13D Filings"), and Corvus Peak has publicly stated its intention to seek changes to the composition of the Board and to the Company's strategic direction;
WHEREAS, in connection with the Schedule 13D Filings, Corvus Peak has nominated three candidates — Malcolm Trask, Vanessa Loring, and Dr. Raymond Chu (collectively, the "Corvus Peak Nominees") — for election to the Board at the Company's 2024 Annual General Meeting of Shareholders (the "2024 AGM"), and has filed a preliminary proxy statement on Schedule 14A with the SEC on April 1, 2024, seeking the election of such Corvus Peak Nominees in opposition to the candidates nominated by the Board (the "Proxy Contest");
WHEREAS, Marcus Vane resigned as Chief Executive Officer of the Company effective March 8, 2024, and the Board, acting promptly and in accordance with its fiduciary obligations, designated Priya Nair-Whitfield, the Company's Chief Operating Officer, as Interim Chief Executive Officer of the Company effective as of March 8, 2024, pending the completion of a formal succession process to identify and appoint a permanent Chief Executive Officer;
WHEREAS, in connection with the CEO succession process and the Board's response to the Proxy Contest, the Board formed a Special Committee on March 18, 2024 (the "Special Committee"), consisting of the following independent, non-executive directors: Tobias Kessler (Chair), Lucinda Farrow-Grant, and Dr. Anwen Llewellyn, with authority to oversee the CEO succession process, coordinate the Board's response to the Corvus Peak activist campaign, and, as further set forth herein, to oversee any evaluation of strategic alternatives that the Board may determine to undertake;
WHEREAS, in light of the ongoing Proxy Contest, the recent change in executive leadership, and the possibility that the Board may determine, in the exercise of its fiduciary duties, that it is in the best interests of the Company and its shareholders to evaluate strategic alternatives available to the Company, including but not limited to a potential sale of the Company, a merger or business combination transaction, a divestiture or spin-off of one or more business segments, a recapitalization, a leveraged buyout, a going-private transaction, or other extraordinary corporate transactions (collectively, "Strategic Alternatives"), the Board has determined that it is advisable, prudent, and in the best interests of the Company and its shareholders to retain an independent financial advisor of recognized standing and expertise to assist the Board in such evaluation;
WHEREAS, as of March 1, 2024, the Company's market capitalization was approximately $8.65 billion (approximately £6.82 billion based on the then-prevailing exchange rate), with the Company reporting consolidated revenue of $4.37 billion and consolidated earnings before interest, taxes, depreciation, and amortization ("EBITDA") of $812 million for the fiscal year ended December 31, 2023 ("FY 2023"), reflecting the significant scale and complexity of the Company's operations across its four principal business segments: Streaming & Digital Content, Live Entertainment & Events, E-Commerce & Merchandising, and Advertising & Brand Partnerships;
WHEREAS, the Board, acting through the Special Committee and upon the recommendation of independent governance counsel Calderwood & Harkness LLP, which has conducted a thorough review of potential financial advisory firms, has identified Stonebridge Crane & Co. ("Stonebridge"), a partnership duly organized and existing under the laws of the State of New York with its principal offices located at 383 Madison Avenue, New York, NY 10179, as a qualified and independent financial advisory firm with significant experience in advising public company boards of directors in connection with strategic transactions, proxy contests, and activist situations in the media, entertainment, and digital content sectors, and has determined that Stonebridge possesses the requisite qualifications, independence, and sector expertise to serve as financial advisor to the Board;
WHEREAS, the engagement of Stonebridge will be led by Anil Kapoor-Mehta, Managing Director, Financial Advisory Group, who has represented to the Board that Stonebridge does not have any material relationships with Corvus Peak, any of the Corvus Peak Nominees, or any entity known to be affiliated with Corvus Peak that would impair Stonebridge's independence in rendering advice to the Board;
WHEREAS, the Board has reviewed a proposed engagement letter from Stonebridge dated April 15, 2024 (the "Engagement Letter"), setting forth the terms and conditions of the proposed engagement, including, among other things:
(a) a monthly advisory retainer fee of Two Hundred Fifty Thousand Dollars ($250,000), commencing on the date of execution of the Engagement Letter and payable in arrears on the last business day of each calendar month during the term of the engagement;
(b) a transaction fee equal to 0.25% of the enterprise value of the Company (as determined in good faith at the time of any consummated change-of-control transaction), payable upon the closing of any such transaction;
(c) customary indemnification provisions in favor of Stonebridge, its partners, officers, employees, and agents, subject to exceptions for gross negligence and willful misconduct;
(d) reimbursement of reasonable, documented, out-of-pocket expenses incurred by Stonebridge in connection with the performance of its services under the Engagement Letter; and
(e) provisions regarding confidentiality, information sharing, and restrictions on the use and disclosure of Company non-public information;
WHEREAS, the Board has carefully considered its fiduciary duties under the DGCL, including the duty of care and the duty of loyalty, and has determined, following discussion and deliberation, that the retention of a qualified, independent financial advisor is consistent with the exercise of the Board's informed business judgment, is a reasonable and prudent measure in light of the current circumstances facing the Company, and is in the best interests of the Company and its shareholders;
WHEREAS, the Board has been advised by Calderwood & Harkness LLP regarding the legal framework applicable to the evaluation of Strategic Alternatives, including the applicability of enhanced judicial scrutiny under Revlon, Inc. v. MacAndrews & Forbaci Holdings, Inc., 506 A.2d 173 (Del. 1986), and its progeny, the requirements for conducting an adequate market check, and the Board's obligations to act in an informed manner and in good faith in considering any potential transaction;
WHEREAS, the Board acknowledges that the Company's standing outside counsel, Ashworth Velmoran LLP, its independent governance counsel, Calderwood & Harkness LLP, its proxy solicitor, Citrine Advisory Group Inc., and its executive search firm, Hargrove Tate Partners LLC, continue to serve the Company in their respective advisory capacities, and that appropriate coordination protocols among all such advisors will be established to ensure the efficient and effective conduct of the Strategic Alternatives Review and the Board's other ongoing activities; and
WHEREAS, the proposed Engagement Letter has been reviewed and marked up by Calderwood & Harkness LLP, which has provided detailed commentary to the Special Committee on the fee structure, indemnification provisions, scope of services, exclusivity provisions, tail period, termination provisions, and fiduciary-out provisions contained therein, and the Special Committee has discussed such commentary with representatives of Calderwood & Harkness LLP and is satisfied that the terms of the Engagement Letter, as modified through such review process, are fair and reasonable and consistent with market practice for engagements of this nature and scale.
RESOLUTIONS
NOW, THEREFORE, BE IT:
Resolution 1 — Authorization of Engagement
RESOLVED, that the Board of Directors hereby authorizes and approves the engagement of Stonebridge Crane & Co. as financial advisor to the Board of Directors of the Company for the purpose of advising the Board in connection with its evaluation of Strategic Alternatives available to the Company, including but not limited to a potential sale of the Company, a merger or business combination transaction, a divestiture or spin-off of one or more business segments, a recapitalization, a leveraged buyout, a going-private transaction, or other extraordinary corporate transaction involving the Company or any of its business segments (such evaluation, the "Strategic Alternatives Review"), on the terms and conditions set forth in the Engagement Letter and these resolutions.
Resolution 2 — Approval of Engagement Letter
RESOLVED, that the Board of Directors hereby approves the Engagement Letter between the Company and Stonebridge Crane & Co. substantially in the form presented to and reviewed by the Board at this meeting, a copy of which has been filed with the records of this consent, subject to such non-material modifications, amendments, supplements, or clarifications thereto as Dame Elspeth Greenvale, Non-Executive Chair of the Board, Tobias Kessler, Chair of the Special Committee, or Nadine Khalil, General Counsel and Corporate Secretary of the Company, may approve in consultation with Calderwood & Harkness LLP, provided that any such modifications, amendments, supplements, or clarifications do not materially alter the economic terms or the scope of the engagement as described herein, and that any of the foregoing officers or directors is hereby authorized and empowered to execute and deliver the Engagement Letter on behalf of the Company, with such execution to be conclusive evidence of the approval of any such modifications.
Resolution 3 — Fee Authorization
RESOLVED, that the Board of Directors hereby authorizes and directs the Company to pay to Stonebridge Crane & Co. the following fees and expenses in connection with the engagement authorized hereby:
(a) Monthly Advisory Retainer. A monthly advisory retainer fee of Two Hundred Fifty Thousand Dollars ($250,000), payable in arrears on the last business day of each calendar month during the term of the engagement, commencing April 22, 2024, and continuing until the earlier of (i) the termination of the engagement in accordance with the terms of the Engagement Letter and (ii) the consummation of a change-of-control transaction, with the retainer for any partial month to be pro-rated based on the number of days elapsed in such month;
(b) Transaction Fee. A transaction fee equal to 0.25% (twenty-five basis points) of the enterprise value of the Company (as determined in good faith by the Board, in consultation with Stonebridge and Calderwood & Harkness LLP, at the time of any consummated change-of-control transaction), payable upon the closing of any such transaction, with the monthly retainer fees paid prior to the closing to be credited against the transaction fee;
(c) Expense Reimbursement. Reimbursement of reasonable, documented, out-of-pocket expenses incurred by Stonebridge in connection with the engagement, including but not limited to travel, lodging, communication, printing, courier, and third-party research costs, subject to the itemized reporting requirements and pre-approval thresholds set forth in the Engagement Letter; and
(d) Indemnification. Customary indemnification obligations of the Company in favor of Stonebridge and its partners, directors, officers, employees, agents, representatives, and controlling persons, as set forth in the indemnification provisions of the Engagement Letter, subject to the exceptions for gross negligence and willful misconduct as negotiated by Calderwood & Harkness LLP.
Resolution 4 — Scope of Services
RESOLVED, that the scope of Stonebridge's engagement as financial advisor to the Board shall include, without limitation, the following services:
(a) advising the Board and the Special Committee on the full range of Strategic Alternatives available to the Company, including the potential benefits, risks, and implications of each alternative;
(b) assisting the Board and the Special Committee in evaluating any proposals, indications of interest, expressions of interest, or unsolicited approaches received from third parties in connection with any potential transaction involving the Company or any of its business segments;
(c) preparing and delivering to the Board and the Special Committee financial analyses and valuations of the Company on a consolidated basis and of each of its principal business segments (Streaming & Digital Content, Live Entertainment & Events, E-Commerce & Merchandising, and Advertising & Brand Partnerships), utilizing such methodologies as Stonebridge deems appropriate, including discounted cash flow analysis, comparable company analysis, precedent transaction analysis, sum-of-the-parts analysis, and such other methodologies as may be relevant;
(d) assisting the Board and the Special Committee in structuring, evaluating, and negotiating the terms and conditions of any potential transaction, including price, form of consideration, conditions to closing, representations and warranties, indemnification provisions, termination provisions, and other material terms;
(e) rendering a fairness opinion (or opinions) to the Board in connection with any proposed transaction, if and when requested by the Board or the Special Committee, subject to Stonebridge's customary procedures and internal approval processes for the issuance of fairness opinions; and
(f) providing such other financial advisory services as the Board or the Special Committee may reasonably request from time to time in connection with the Strategic Alternatives Review and related matters.
Resolution 5 — Special Committee Oversight
RESOLVED, that the Strategic Alternatives Review shall be conducted under the direct oversight and supervision of the Special Committee, consisting of Tobias Kessler (Chair), Lucinda Farrow-Grant, and Dr. Anwen Llewellyn, each of whom has been determined by the Board to be an independent director within the meaning of the NYSE Listed Company Manual Section 303A and the UK Corporate Governance Code, and that Stonebridge shall report directly to the Special Committee and, through the Special Committee, to the full Board; and be it further
RESOLVED, that the Special Committee shall have sole authority to direct the day-to-day conduct of the Strategic Alternatives Review, including but not limited to the authority to:
(i) determine the scope, pace, and manner of any outreach to potential transaction counterparties, including the preparation of a potential buyer or partner list and the sequencing and timing of any contacts;
(ii) approve the terms and form of any non-disclosure agreements, standstill agreements, or other preliminary transaction documents to be entered into with potential counterparties;
(iii) authorize the establishment and population of any virtual data rooms or the sharing of any confidential Company information with potential counterparties;
(iv) retain, at the Company's expense, such additional financial, legal, or other advisors as the Special Committee may deem necessary or advisable in connection with the Strategic Alternatives Review; and
(v) make recommendations to the full Board regarding the pursuit, approval, or rejection of any Strategic Alternative;
provided, however, that any decision to enter into, approve, or recommend any definitive transaction agreement in connection with the Strategic Alternatives Review shall require the approval of the full Board of Directors, acting in the exercise of its fiduciary duties.
Resolution 6 — Coordination with Counsel
RESOLVED, that Stonebridge shall coordinate its activities, analyses, and advice with Calderwood & Harkness LLP, in its capacity as independent governance counsel to the Board, and with Ashworth Velmoran LLP, in its capacity as standing outside counsel to the Company, in accordance with written coordination protocols to be established by Calderwood & Harkness LLP (the "Advisor Coordination Protocols"), in order to ensure consistency of strategic, financial, and legal advice provided to the Board, the preservation of the attorney-client privilege and the work product doctrine with respect to all communications, analyses, and materials prepared in connection with the Strategic Alternatives Review, and adherence to the Board's fiduciary obligations under applicable law; and be it further
RESOLVED, that all materials prepared by Stonebridge in connection with the Strategic Alternatives Review, including but not limited to financial analyses, valuation models, presentation materials, and written communications, shall be shared with Calderwood & Harkness LLP and, to the extent appropriate, with Ashworth Velmoran LLP, prior to dissemination to the Board or the Special Committee, to facilitate legal review and to ensure the protection of applicable privileges.
Resolution 7 — Confidentiality and Information Barriers
RESOLVED, that the Board hereby directs the Company's management, including specifically Nadine Khalil, General Counsel and Corporate Secretary, Garrett Voss, Chief Financial Officer, and Priya Nair-Whitfield, Interim Chief Executive Officer, to cooperate fully with Stonebridge in providing access to Company information, financial data, projections, business plans, operational data, material contracts, and personnel as reasonably necessary for Stonebridge to perform its services in connection with the Strategic Alternatives Review, subject to the execution by Stonebridge of appropriate confidentiality agreements and the establishment of information barrier protocols, each in a form to be approved by Calderwood & Harkness LLP; and be it further
RESOLVED, that appropriate information barriers shall be established and maintained between (i) the Strategic Alternatives Review and (ii) the ongoing CEO succession process being conducted under the oversight of the Special Committee with the assistance of Hargrove Tate Partners LLC, to prevent premature disclosure of potential transaction discussions to CEO candidates and to protect the integrity and confidentiality of both processes, with the terms and procedures for such information barriers to be determined by the Special Committee in consultation with Calderwood & Harkness LLP and communicated to all relevant personnel and advisors.
Resolution 8 — D&O Insurance Notification
RESOLVED, that Nadine Khalil, General Counsel and Corporate Secretary, is hereby directed to review, in consultation with Calderwood & Harkness LLP and the Company's insurance broker, whether the engagement of Stonebridge and the commencement of the Strategic Alternatives Review constitutes a "circumstance," "event," or "development" requiring notice or reporting under the Company's directors' and officers' liability insurance policy issued by Helmsley Indemnity Corp. (Policy No. HIC-DOL-2024-009347, with coverage limits of $75,000,000 per occurrence and $150,000,000 in the aggregate for the policy period), and to provide such notice to the insurer as may be required or as may be prudent under the terms of such policy, including any applicable Side A, Side B, or Side C coverage towers, in order to preserve the Company's and the individual directors' and officers' rights to coverage thereunder.
Resolution 9 — Regulatory Considerations
RESOLVED, that the Board acknowledges and recognizes that the Company's dual listing on the New York Stock Exchange and the London Stock Exchange Main Market, and its status as a reporting company under the Securities Exchange Act of 1934, as amended, and as an issuer with securities admitted to the premium segment of the Official List maintained by the Financial Conduct Authority, may give rise to disclosure obligations under both US federal securities laws (including Regulation FD promulgated under the Securities Exchange Act of 1934) and the FCA Disclosure Guidance and Transparency Rules (including DTR 2, relating to the disclosure of inside information under Article 17 of the Market Abuse Regulation (EU) No. 596/2014 as retained in UK law), and that Nadine Khalil, General Counsel and Corporate Secretary, in consultation with Calderwood & Harkness LLP and Ashworth Velmoran LLP, shall monitor, assess, and advise the Board on any disclosure obligations arising from the Strategic Alternatives Review, including the timing and content of any required public disclosures, and shall prepare such disclosures for the Board's review and approval as and when appropriate.
Resolution 10 — No Commitment to Transaction
RESOLVED, that the authorization of the Strategic Alternatives Review and the engagement of Stonebridge Crane & Co. as financial advisor to the Board shall not constitute, and shall not be deemed or construed to constitute, a commitment, agreement, or undertaking by the Board to pursue, approve, recommend, or consummate any particular Strategic Alternative or transaction, and that the Board expressly retains full and complete discretion to determine, in the exercise of its fiduciary duties under applicable law, whether any Strategic Alternative or transaction is in the best interests of the Company and its shareholders, including the discretion to determine that no transaction should be pursued and that the Company should continue to operate as an independent, publicly traded company in accordance with its existing business strategy and plans.
Resolution 11 — Delegation and Further Actions
RESOLVED, that Dame Elspeth Greenvale, in her capacity as Non-Executive Chair of the Board of Directors, Tobias Kessler, in his capacity as Chair of the Special Committee, Nadine Khalil, in her capacity as General Counsel and Corporate Secretary of the Company, and Garrett Voss, in his capacity as Chief Financial Officer of the Company, and each of them acting singly and without the joinder of the others, are hereby authorized, empowered, and directed to take or cause to be taken all such further actions, to negotiate, execute, and deliver or cause to be negotiated, executed, and delivered all such further documents, instruments, agreements, certificates, notices, consents, and filings, and to pay or cause to be paid all such fees, costs, and expenses, in the name of and on behalf of the Company, as any of them may deem necessary, advisable, or appropriate to carry out the purposes and intent of the foregoing resolutions, the taking of any such action and the execution and delivery of any such document, instrument, or agreement by any such person to be conclusive evidence that such person determined such action or execution to be necessary, advisable, or appropriate.
Resolution 12 — Ratification
RESOLVED, that all actions heretofore taken by any officer, director, employee, agent, or representative of the Company, or by any advisor to the Company, in connection with the matters contemplated by the foregoing resolutions, including but not limited to preliminary discussions with Stonebridge, the negotiation of the terms of the Engagement Letter, and the review and mark-up of the Engagement Letter by Calderwood & Harkness LLP, are hereby ratified, confirmed, approved, and adopted in all respects as the acts and deeds of the Company.
CERTIFICATION
I, Nadine Khalil, General Counsel and Corporate Secretary of Aurelius Global Media Group PLC, a Delaware public limited company, do hereby certify that:
1.  The foregoing resolutions were duly adopted by the Board of Directors of Aurelius Global Media Group PLC by unanimous written consent effective as of April 22, 2024, in accordance with Section 141(f) of the Delaware General Corporation Law and the Company's Amended and Restated Bylaws.
2.  All members of the Board of Directors participated in the unanimous written consent, constituting a quorum of the full Board, and each director has duly executed this written consent or a counterpart hereof.
3.  The foregoing resolutions have not been amended, modified, supplemented, revoked, or rescinded, and remain in full force and effect as of the date hereof.
4.  This certification is being executed and delivered pursuant to the authority vested in me as General Counsel and Corporate Secretary of the Company under the Company's Amended and Restated Bylaws and the foregoing resolutions.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the Company as of the date first written above.
AURELIUS GLOBAL MEDIA GROUP PLC
By: ________
Name: Nadine Khalil
Title: General Counsel & Corporate Secretary
Date: April 22, 2024
[CORPORATE SEAL]
EXHIBIT A
Summary of Key Terms of Stonebridge Crane & Co. Engagement Letter Attached for Reference Purposes Only
This Exhibit A is provided for informational and reference purposes only and does not constitute the Engagement Letter itself. The complete Engagement Letter is maintained in the files of the General Counsel and Corporate Secretary and is available for review by members of the Board of Directors upon request. In the event of any conflict between this summary and the terms of the executed Engagement Letter, the terms of the executed Engagement Letter shall control.
End of Exhibit A
End of Resolutions of the Board of Directors of Aurelius Global Media Group PLC — Engagement of Financial Advisor — Stonebridge Crane & Co.
PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT Calderwood & Harkness LLP | Matter No. 1017-00002
Term | Description
Parties | Aurelius Global Media Group PLC (the "Company") and Stonebridge Crane & Co. ("Stonebridge")
Effective Date | April 22, 2024
Lead Advisor | Anil Kapoor-Mehta, Managing Director, Financial Advisory Group
Monthly Retainer | $250,000 per month, payable in arrears on the last business day of each calendar month during the term of the engagement; pro-rated for any partial month
Transaction Fee | 0.25% of the enterprise value of the Company (as determined in good faith at the time of any consummated change-of-control transaction), payable upon the closing of any such transaction; monthly retainer fees credited against the transaction fee
Tail Period | 12 months following the effective date of termination of the engagement; transaction fee remains payable if a change-of-control transaction is consummated during the tail period with any party (i) with whom the Company or Stonebridge had discussions or negotiations during the engagement term, or (ii) who was identified in writing by Stonebridge as a potential counterparty during the engagement term
Estimated Tail Fee Exposure | Approximately $21.6 million (based on 0.25% of estimated enterprise value of $8.65 billion as of March 1, 2024; actual fee will be calculated based on enterprise value at the time of consummation of any transaction)
Indemnification | Company to indemnify Stonebridge and its partners, directors, officers, employees, agents, representatives, and controlling persons against all losses, claims, damages, liabilities, and expenses (including reasonable attorneys' fees and costs of investigation and litigation) arising from or in connection with the engagement or any transaction contemplated thereby, subject to customary exceptions for losses resulting from (i) gross negligence, (ii) willful misconduct, or (iii) bad faith on the part of the indemnified party, as determined by a court of competent jurisdiction in a final, non-appealable judgment
Expense Reimbursement | Reasonable, documented, out-of-pocket expenses incurred by Stonebridge in connection with the engagement, subject to itemized monthly reporting; expenses in excess of $25,000 per item require prior written approval of the General Counsel or the Chair of the Special Committee
Termination | Either party may terminate the engagement upon 30 days' prior written notice to the other party; monthly retainer pro-rated through the effective date of termination; transaction fee obligations and tail provisions survive termination; indemnification obligations survive termination indefinitely
Confidentiality | Standard mutual confidentiality obligations; Stonebridge subject to restrictions on use, disclosure, and dissemination of Company non-public information; Stonebridge to comply with all applicable securities laws regarding the use of material non-public information; Stonebridge may disclose confidential information to its employees, agents, and representatives on a need-to-know basis, subject to confidentiality undertakings
Exclusivity | Stonebridge agrees not to advise, represent, or act on behalf of any party adverse to the Company in connection with any transaction involving the Company during the term of the engagement and for a period of 6 months following the effective date of termination
Fiduciary-Out | Engagement Letter expressly acknowledges and provides that the Board of Directors retains ultimate fiduciary authority over any transaction decision, that Stonebridge's role is advisory only, and that the Board is not bound by any advice, recommendation, or opinion provided by Stonebridge
Fairness Opinion | Stonebridge will render a fairness opinion (or opinions) if and when requested by the Board or the Special Committee, subject to Stonebridge's customary internal review and approval procedures; no additional fee for fairness opinion (included in transaction fee)
Governing Law | Laws of the State of New York, without regard to conflict of laws principles
Dispute Resolution | Any dispute arising under or in connection with the Engagement Letter to be resolved by binding arbitration administered by the American Arbitration Association in New York, New York, in accordance with its Commercial Arbitration Rules

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT

RESOLUTIONS OF THE BOARD OF DIRECTORS OF AURELIUS GLOBAL MEDIA GROUP PLC

ADOPTED BY UNANIMOUS WRITTEN CONSENT

RECITALS

RESOLUTIONS

NOW, THEREFORE, BE IT:

CERTIFICATION

AURELIUS GLOBAL MEDIA GROUP PLC

EXHIBIT A

Record

Parties

Dates

Amounts