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CALDERWOOD & HARKNESS LLP Attorneys at Law

787 Seventh Avenue New York, NY 10019 Tel: +1 (212) 558-4000

Fax: +1 (212) 558-3588

www.calderwoodharkness.com

London Office: 25 Bishopsgate, London EC2N 3AR, United Kingdom Tel: +44 (0)20 7786 9000

March 12, 2024

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

Re: Engagement of Calderwood & Harkness LLP as Independent Governance Counsel to the Board of Directors of Aurelius Global Media Group PLC

Matter No.: 1017-00002

Dear Dame Greenvale:

We are writing to confirm the terms of the engagement of Calderwood & Harkness LLP ("C&H" or the "Firm") as independent governance counsel to the Board of Directors (the "Board") of Aurelius Global Media Group PLC ("AGMG" or the "Company"). This letter (this "Engagement Letter") sets forth the scope, terms, and conditions of our representation. We ask that you review this Engagement Letter carefully, and that you execute and return a copy to us at your earliest convenience to confirm the Board's agreement to the terms set forth herein.

1. Purpose and Engagement

This Engagement Letter confirms the engagement of Calderwood & Harkness LLP by the Board of Directors of Aurelius Global Media Group PLC, a public limited company incorporated under the laws of the State of Delaware and registered as an overseas company in England and Wales (Company Number: OE009714). AGMG's common shares are listed on the New York Stock Exchange under the ticker symbol "AGMG" and on the London Stock Exchange under the ticker symbol "AGMG.L." AGMG's registered office in the State of Delaware is c/o Pinnacle Corporate Services Inc., 1209 Orange Street, Wilmington, Delaware 19801.

The Firm will serve as independent governance counsel to the Board. In this capacity, the Firm's role is distinct from, and independent of, the Company's standing outside counsel, Ashworth Velmoran LLP, which serves as counsel to AGMG management. The Board has determined, in the exercise of its business judgment and upon the recommendation of the Nominating and Governance Committee, that engaging independent counsel is appropriate given the nature of the matters currently before the Board. Specifically, the Board has concluded that it requires legal advice that is not, and is not perceived to be, aligned with the interests of management, particularly in connection with the CEO succession process, the ongoing activist shareholder campaign by Corvus Peak Capital Partners LP, and related proxy contest matters. The Board's determination to engage independent counsel reflects sound corporate governance practice and is consistent with the guidance of leading proxy advisory firms and institutional investor expectations.

This engagement shall be effective as of the date hereof and shall continue until terminated in accordance with Section 10 below.

2. Scope of Engagement

The Firm's representation of the Board will encompass the following matters:

(a) CEO Succession Process. The Firm will advise the Board, and any committee thereof (including any Special Committee that may be formed for such purpose), on the fiduciary duties, governance best practices, and legal requirements applicable to the process of identifying and selecting a successor to Marcus Vane, who resigned as Chief Executive Officer of AGMG effective March 8, 2024. The Firm will further advise the Board on legal matters arising in connection with the designation of Priya Nair-Whitfield as Interim Chief Executive Officer, including any governance or contractual issues relating to Ms. Nair-Whitfield's appointment, the scope and duration of the interim role, and the process for conducting a permanent CEO search. This advice will encompass consideration of the Board's duties of care and loyalty under applicable Delaware law, as well as best practices for CEO succession planning in public company contexts, including the structuring and management of search committees, the engagement and oversight of executive search firms, and the evaluation and vetting of internal and external candidates.

(b) Activist Shareholder Response. The Firm will advise the Board on its response to the activist campaign initiated by Corvus Peak Capital Partners LP ("Corvus Peak"), a Delaware limited partnership. Corvus Peak filed a Schedule 13D with the United States Securities and Exchange Commission (the "SEC") on January 18, 2024, as amended by Amendment No. 1 thereto filed on February 26, 2024 (collectively, the "Corvus Peak 13D"), disclosing beneficial ownership of approximately 8.7% of AGMG's outstanding common shares, representing approximately 35,896,200 shares out of approximately 412,600,000 shares of common stock outstanding. The Corvus Peak 13D further disclosed that Corvus Peak intends to engage with the Company's Board and management regarding changes to the Company's strategic direction, capital allocation policies, board composition, and executive leadership. The Firm's advice in this area will include analysis of Corvus Peak's public filings and stated objectives; evaluation of the Board's fiduciary obligations in responding to activist demands; assistance with the development and implementation of the Board's shareholder engagement strategy; and advice regarding regulatory requirements under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, applicable to the Board's response.

(c) Proxy Contest Matters. The Firm will advise the Board on defensive strategies, proxy solicitation matters, advance notice bylaw compliance, and the Board's fiduciary obligations in connection with any contested election of directors at the 2024 Annual General Meeting of Shareholders (the "2024 AGM"). Corvus Peak has submitted formal director nominations for the 2024 AGM, nominating three candidates — Malcolm Trask, Vanessa Loring, and Dr. Raymond Chu — for election to the Board. The Firm will advise the Board on the validity and procedural sufficiency of these nominations under the Company's Amended and Restated Bylaws, applicable Delaware law, and SEC rules; the preparation and review of the Company's definitive proxy statement and related solicitation materials; the Board's obligations under applicable universal proxy card rules (Rule 14a-19 under the Securities Exchange Act of 1934, as amended); and the development of the Board's overall strategy for the contested election, in coordination with the Company's proxy solicitor and other advisors as directed by the Board.

(d) Corporate Governance. The Firm will provide general corporate governance advice to the Board as may be requested from time to time during the engagement. This advice may include, without limitation, the review and interpretation of the Company's Restated Certificate of Incorporation (originally filed with the Secretary of State of the State of Delaware on September 14, 2009, and last restated on March 22, 2022) and the Company's Amended and Restated Bylaws (effective as of March 22, 2022); advice regarding the composition, structure, and practices of the Board and its committees; advice regarding director independence, fiduciary duties, and related governance matters; and such other governance-related questions as the Board may raise from time to time.

(e) Related Matters. The Firm will advise on such other matters as may be reasonably related to the foregoing, as mutually agreed upon by the Firm and the Board.

Exclusions from Scope. The scope of this engagement expressly does not include the following: (i) the representation of AGMG in connection with mergers, acquisitions, divestitures, or other strategic transactions; (ii) SEC reporting and compliance matters, including the preparation and review of periodic reports (Forms 10-K, 10-Q, and 8-K), registration statements, and other SEC filings (which remain the responsibility of Ashworth Velmoran LLP, under the direction of Martin Cho, lead partner for the AGMG relationship at that firm); (iii) tax advice of any kind, including U.S. federal, state, local, or foreign tax matters; and (iv) any matter on which Ashworth Velmoran LLP serves as counsel to the Company, unless the Board determines that coordination between the Firm and Ashworth Velmoran LLP on a particular matter is appropriate and instructs both firms accordingly.

Expansion of Scope. The scope of this engagement may be expanded by mutual written agreement of the parties. Should additional workstreams arise during the course of the engagement — for example, the evaluation of strategic alternatives by the Board, or the response to additional shareholder actions — the parties may enter into an amended or supplemental engagement letter to reflect such expanded scope. Any expansion of scope shall be subject to the same terms and conditions set forth in this Engagement Letter unless otherwise agreed in writing.

3. Client Identification

The client in this engagement is the Board of Directors of Aurelius Global Media Group PLC, acting collectively in its capacity as the governing body of the Company. The Firm does not represent, and will not be deemed to represent, any individual director, officer, employee, or agent of AGMG in his or her personal capacity. Individual directors should be aware that the Firm owes its duties to the Board as a whole, and that in the event of any conflict between the interests of the Board as a whole and those of any individual director, the Firm's obligation runs to the Board collectively.

The Firm does not represent AGMG management. This engagement is expressly independent of the Company's existing relationship with Ashworth Velmoran LLP, which serves as counsel to management. The Firm's advice to the Board is intended to be independent of management's views and interests, and the Firm will exercise its professional judgment solely in the interest of the Board as a whole.

The primary contact for the Board in connection with this engagement will be Dame Elspeth Greenvale, Independent Non-Executive Chair. Day-to-day coordination will also involve Nadine Khalil, General Counsel and Corporate Secretary of AGMG, who attends meetings of the Board in a non-voting capacity and serves as the Board's principal administrative liaison. Communications from the Firm to the Board may be directed through Dame Greenvale and/or Ms. Khalil, subject to any instructions that the Board may provide from time to time regarding the routing and handling of communications. The Board may at any time designate an alternative or additional point of contact by written notice to the Firm.

4. Staffing

The engagement will be led by the following attorneys of the Firm:

Nathaniel Bower — Responsible Partner. Mr. Bower is a member of the Firm's Bankruptcy & Restructuring Group with deep expertise in corporate governance, fiduciary duty litigation, and Board advisory matters. He has advised boards of directors and special committees of numerous public companies in contested situations, CEO succession processes, and activist shareholder engagements. Mr. Bower will serve as the principal relationship partner and the primary advisor to the Board in connection with this engagement. He will attend Board meetings and key committee meetings as requested by the Board, and will have overall responsibility for all advice rendered by the Firm.

Colette Whitman — Billing Partner. Ms. Whitman is a member of the Firm's Bankruptcy & Restructuring Group with significant experience in proxy contest strategy, shareholder activism defense, and corporate governance advisory. Ms. Whitman will serve as co-lead on substantive workstreams, with particular focus on the proxy contest and activist shareholder response matters described in Sections 2(b) and 2(c) above. Ms. Whitman will have primary responsibility for billing and administrative matters related to the engagement.

Audrey Zhou — Lead Associate. Ms. Zhou is a sixth-year associate in the Firm's Capital Markets Group. She will have primary day-to-day responsibility for legal research, the drafting of memoranda and other written work product, and the review and analysis of relevant documents, including the Corvus Peak 13D, the Company's governance documents, and SEC filings. Ms. Zhou will serve as the primary point of contact for Ms. Khalil on day-to-day operational matters.

Brendan Walsh — Working Associate. Mr. Walsh is a third-year associate in the Firm's Capital Markets Group. He will support Ms. Zhou in legal research, document review, and the preparation of drafts and other work product as needed throughout the engagement.

Additional attorneys, paralegals, and support staff may be assigned to the matter as needed to ensure timely and thorough service to the Board, subject to the rate schedule set forth in Section 5 below. The Firm will endeavor to maintain continuity of the engagement team throughout the representation and will notify the Board of any material changes in staffing.

5. Fee Arrangement

Basis. The engagement will be billed on an hourly basis at the Firm's standard rates, as set forth below. Hourly rates are subject to annual adjustment, typically effective January 1 of each year. The Board will be notified in writing of any rate changes prior to their effective date.

2024 Hourly Rates for the Engagement Team. The following hourly rates shall apply for services rendered by the current engagement team:

In the event that additional attorneys are assigned to the engagement, their rates will be consistent with the Firm's standard rate schedule for professionals of comparable seniority and experience, and the Board will be informed of the applicable rates.

Retainer. Upon execution of this Engagement Letter, the Company shall pay to the Firm a retainer in the amount of Seventy-Five Thousand Dollars ($75,000) (the "Retainer"). The Retainer is an evergreen retainer, meaning that it shall be replenished on a quarterly basis to maintain a balance of $75,000. Specifically, if the balance of the Retainer falls below $75,000 at the end of any calendar quarter, the Company shall, upon notice from the Firm, remit payment in the amount necessary to restore the Retainer to $75,000 within fifteen (15) days of such notice. The Retainer will be held in the Firm's client trust account (IOLA account) in accordance with the applicable rules of professional conduct. The Retainer will be applied against the Firm's final invoice or invoices upon termination of the engagement. The Retainer does not constitute a cap on the fees that may be incurred in connection with this engagement, nor does it limit the Company's obligation to pay all fees and expenses as invoiced.

Invoicing. The Firm will submit monthly invoices to the Board for professional fees and expenses incurred during the preceding calendar month. Each invoice will include a detailed description of the services performed, the identity of the professional performing each service, the time spent, and the applicable rate. Invoices will be submitted electronically to Dame Greenvale and Ms. Khalil (or such other persons as the Board may designate) and will be due and payable within thirty (30) days of receipt. Any questions or disputes regarding invoices should be raised with Ms. Whitman, as Billing Partner, within thirty (30) days of receipt of the applicable invoice.

Expenses. The Company will reimburse the Firm for reasonable out-of-pocket expenses incurred in connection with the engagement, including but not limited to the following:

• Travel expenses, including airfare (coach class for domestic travel; business class for transatlantic or other international travel exceeding six hours), hotel accommodations, ground transportation, and meals;

• Printing, reproduction, and binding costs;

• Court filing fees and related governmental charges;

• Overnight delivery and courier charges;

• Computerized legal research database charges, including Westmark Data Systems, Sundial Solutions, Cascade Services Inc., and similar services;

• Telephone and videoconference charges attributable to the engagement; and

• Other reasonable disbursements incurred in the performance of services under this engagement.

Any individual expense item exceeding Five Thousand Dollars ($5,000) will be pre-approved by the Board's designated contact prior to being incurred. Expenses will be itemized on each monthly invoice and are due and payable on the same terms as professional fees.

No Contingency or Success Fee. This is a purely hourly engagement. No contingency fee, success fee, transaction-based fee, or other form of alternative fee arrangement is contemplated. The Firm's compensation under this engagement consists solely of hourly fees at the rates set forth above and reimbursement of expenses as described herein.

6. Conflicts Disclosure

The Firm has conducted a thorough conflicts check in connection with this engagement and confirms the following:

(a) The Firm does not currently represent, and has not within the past two (2) years represented, Corvus Peak Capital Partners LP, Corvus Peak Management LLC (the general partner of Corvus Peak), or any of their respective affiliates, partners, principals, members, or related investment vehicles. This includes, without limitation, Damien Solberg, the Managing Partner and Chief Investment Officer of Corvus Peak, and Erin Nakamura, the Partner and Head of Activist Strategies at Corvus Peak.

(b) The Firm does not currently represent, and has not within the past two (2) years represented, Blackthorn Howell & Crane LLP, counsel to Corvus Peak in connection with the activist campaign, or any of its partners or associates in any capacity related to this matter.

(c) The Firm does not currently represent any of the director nominees put forward by Corvus Peak for the 2024 AGM — namely, Malcolm Trask, Vanessa Loring, and Dr. Raymond Chu — in any matter, and has not previously represented any such individual.

(d) The Firm does not currently represent Jonathan Hale, who has been identified as an external candidate in the CEO succession process, in any matter, and has not previously represented Mr. Hale.

(e) The Firm has, in the ordinary course of its practice, performed legal work for entities affiliated with certain institutional shareholders of AGMG on matters entirely unrelated to AGMG, this engagement, or the matters described herein. The Firm has represented, and may currently represent, entities in the portfolio management, financial services, and media industries, including entities that may hold shares in AGMG or may be affiliated with parties that are relevant to this engagement. The Firm does not believe that any such relationship presents a material conflict of interest with respect to the Firm's representation of the Board, but discloses these relationships in the interest of full transparency.

(f) The Firm has not represented Ashworth Velmoran LLP, AGMG's standing outside counsel, or any of its partners, associates, or other personnel, in any capacity.

By executing this Engagement Letter, the Board acknowledges these disclosures and consents to the Firm's representation notwithstanding the foregoing. The Firm undertakes to promptly notify the Board of any new potential conflict of interest that arises during the course of the engagement, and to seek the Board's consent to continued representation in the event that a material conflict is identified.

7. Confidentiality and Privilege

All communications between the Firm and the Board, and all work product prepared by the Firm in connection with this engagement (including memoranda, draft resolutions, correspondence, research notes, and any other written or oral communications), are intended to be protected by the attorney-client privilege and/or the work product doctrine to the fullest extent permitted by applicable law.

The Company agrees to take reasonable steps to maintain the confidentiality of such communications and work product, including limiting dissemination to those directors, officers, and advisors who have a legitimate need to know in connection with the matters described in Section 2 above. The Board should be aware that the inadvertent or unnecessary disclosure of privileged communications to third parties may constitute a waiver of the attorney-client privilege, and the Firm recommends that the Board adopt and adhere to appropriate protocols to safeguard the privilege.

The Firm will not disclose confidential information received from the Board to any third party without the Board's prior written consent, except as required by law, court order, or the applicable rules of professional conduct governing the Firm's attorneys. In the event that the Firm receives a subpoena, court order, or other legal process seeking disclosure of information subject to the attorney-client privilege or work product protection, the Firm will promptly notify the Board and will take all reasonable steps to resist or limit such disclosure, subject to the Board's instructions.

The attorney-client privilege belongs to the client — that is, the Board acting collectively — and may be waived only by the Board acting collectively. No individual director, officer, or employee of AGMG is authorized to waive the privilege on behalf of the Board without the Board's express authorization.

8. Relationship with Other Advisors

The Board has informed the Firm that AGMG management is currently represented by Ashworth Velmoran LLP as its standing outside counsel. Ashworth Velmoran LLP maintains its principal office at One Liberty Plaza, New York, New York 10006, and the lead partner for the AGMG relationship at that firm is Martin Cho. Ashworth Velmoran LLP has served as outside counsel to AGMG management since 2015 and currently handles SEC reporting and compliance, general corporate matters, M&A advisory, and other matters on behalf of AGMG management.

The Board has further informed the Firm that AGMG management engaged Citrine Advisory Group Inc. as the Company's proxy solicitor on February 28, 2024. Citrine Advisory Group Inc. maintains its principal office at 110 Wall Street, Suite 2200, New York, New York 10005, and the lead contact for the AGMG engagement at Citrine is Sandra Eriksson.

The Firm's engagement is independent of these advisory relationships, and the Firm's advice to the Board is rendered independently of the advice provided by Ashworth Velmoran LLP and Citrine Advisory Group Inc. to AGMG management. However, the Firm recognizes that effective representation of the Board may require coordination with the Company's other advisors on certain matters, and the Firm will coordinate with Ashworth Velmoran LLP, Citrine Advisory Group Inc., and other advisors as directed by the Board, in order to avoid duplication of effort and to ensure that the Board receives consistent and comprehensive advice.

The Firm anticipates that the Board may engage additional advisors during the course of this engagement, including but not limited to executive search firms for the CEO succession process, independent compensation consultants, and independent financial advisors. The Firm will coordinate with such advisors as appropriate and as directed by the Board, and will provide guidance to the Board regarding the terms and conditions of any such additional advisory engagements as requested.

9. Governing Law

This Engagement Letter and the relationship between the Firm and the Board shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict-of-laws principles. Delaware law governs this engagement because AGMG is incorporated in the State of Delaware and the substantive corporate governance questions at issue in the matters described in Section 2 above arise primarily under the Delaware General Corporation Law and the body of case law interpreting the fiduciary duties of directors under Delaware law. Any dispute arising out of or relating to this Engagement Letter or the Firm's representation of the Board shall be resolved exclusively in the Court of Chancery of the State of Delaware (or, if the Court of Chancery declines jurisdiction, in the Superior Court of the State of Delaware or the United States District Court for the District of Delaware), and each party consents to the personal jurisdiction of such courts.

10. Termination

Either the Board or the Firm may terminate this engagement at any time, with or without cause, upon written notice to the other party. In the case of termination by the Board, such notice shall be provided by Dame Greenvale (or such other person as the Board may designate) to Nathaniel Bower. In the case of termination by the Firm, notice shall be provided by Mr. Bower to Dame Greenvale.

Upon termination of this engagement:

(a) The Firm will promptly deliver to the Board all final work product prepared during the engagement, including memoranda, draft resolutions, correspondence, research materials, and other documents and materials, in electronic and/or hard copy format as the Board may reasonably request.

(b) The Firm will prepare and deliver to the Board a transition memorandum summarizing the status of all pending matters, identifying key deadlines and open issues, and providing such other information as may be reasonably necessary to facilitate the orderly handover of the engagement to successor counsel.

(c) The Company shall remain obligated to pay all fees and expenses incurred through the effective date of termination, plus reasonable fees and expenses incurred by the Firm in connection with the transition of the engagement to successor counsel, including the preparation of the transition memorandum described above.

(d) The Retainer (or any remaining balance thereof) will be applied against the Firm's final invoice or invoices. Any surplus remaining after application of the Retainer to the final invoice(s) will be refunded to the Company within thirty (30) days. Any deficit remaining after application of the Retainer will be invoiced separately to the Company and will be due and payable within thirty (30) days of receipt.

(e) The Firm will maintain all engagement files — including client documents, work product, correspondence, and related materials — in accordance with the Firm's document retention policies, which currently provide for a minimum retention period of seven (7) years following the conclusion of the engagement. Throughout the retention period, the Firm will preserve the confidentiality and privilege of all such materials in accordance with Section 7 of this Engagement Letter and applicable rules of professional conduct.

Notwithstanding the termination of this engagement for any reason, the confidentiality and privilege provisions set forth in Section 7 of this Engagement Letter shall survive termination and shall continue in full force and effect indefinitely.

11. Limitation of Liability

To the fullest extent permitted by applicable law, the Firm's aggregate liability to the Board, the Company, and any of their respective directors, officers, employees, agents, and affiliates, arising out of or relating to the Firm's services under this engagement, shall not exceed the total amount of professional fees actually paid to the Firm under this Engagement Letter; provided, however, that this limitation of liability shall not apply in cases of gross negligence or willful misconduct by the Firm. This limitation applies to all claims, whether based in contract, tort (including negligence), breach of fiduciary duty, or any other theory of liability.

The Company and the Board acknowledge that the Firm's advice is necessarily based upon the facts and circumstances as known to the Firm at the time such advice is rendered. The Firm's analysis and recommendations may be affected by subsequent developments, including changes in applicable law, regulations, or judicial interpretations, as well as changes in the factual circumstances underlying the matters at hand. The Firm undertakes no obligation to update or supplement its advice unless specifically requested to do so by the Board.

12. No Guarantee of Outcome

The Firm makes no representation, warranty, or guarantee regarding the outcome of any matter for which it provides advice under this engagement. The engagement of the Firm does not guarantee any particular result in the CEO succession process, the proxy contest, the Board's response to the Corvus Peak activist campaign, or any other matter within the scope of this engagement. While the Firm will exercise its best professional judgment and diligent effort in advising the Board, the Board acknowledges that the resolution of the matters described herein depends upon numerous factors beyond the control of the Firm, including the actions of third parties, market conditions, regulatory developments, and the exercise of judgment by courts, regulatory bodies, and shareholders.

13. Entire Agreement; Amendments

This Engagement Letter constitutes the entire agreement between the parties with respect to the engagement described herein, and supersedes all prior or contemporaneous discussions, negotiations, representations, and understandings, whether oral or written, relating to the subject matter hereof. No provision of this Engagement Letter may be amended, modified, supplemented, or waived except by a written instrument duly executed by both the Firm and the Board (acting through Dame Greenvale or such other person as the Board may authorize for such purpose).

The parties acknowledge that the scope of this engagement may be expanded or modified over time, and that subsequent amendments or supplemental engagement letters may be entered into as additional workstreams or matters arise. Any such amendments or supplemental engagement letters shall be incorporated by reference into this Engagement Letter and shall be subject to the same terms and conditions set forth herein unless otherwise expressly stated therein.

14. Acceptance and Execution

We respectfully request that Dame Elspeth Greenvale, acting on behalf of the Board of Directors of Aurelius Global Media Group PLC, execute and return a copy of this Engagement Letter to confirm the Board's agreement to the terms set forth herein. A copy may be returned by email to Nathaniel Bower at nbower@calderwoodharkness.com, with a courtesy copy to Colette Whitman at cwhitman@calderwoodharkness.com, or by physical delivery to the Firm's New York office at the address set forth above.

We are deeply honored by the Board's confidence in our Firm, and we look forward to serving the Board in this important matter. We are committed to providing the highest quality legal advice and to supporting the Board as it navigates the significant governance challenges before it.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Nathaniel Bower

Title: Partner

787 Seventh Avenue New York, NY 10019

ACCEPTANCE AND ACKNOWLEDGMENT

The undersigned, Dame Elspeth Greenvale, acting in her capacity as Independent Non-Executive Chair of the Board of Directors of Aurelius Global Media Group PLC, and duly authorized by the Board of Directors to execute this Engagement Letter on the Board's behalf, hereby acknowledges and agrees to the terms and conditions set forth in this Engagement Letter, effective as of the date first written above.

ACKNOWLEDGED AND AGREED:

AURELIUS GLOBAL MEDIA GROUP PLC

By: ________

Name: Dame Elspeth Greenvale

Title: Independent Non-Executive Chair, Board of Directors

Date: ________

cc: Nadine Khalil, General Counsel & Corporate Secretary, Aurelius Global Media Group PLC cc: Colette Whitman, Partner, Calderwood & Harkness LLP cc: Audrey Zhou, Associate, Calderwood & Harkness LLP

Professional	Role	2024 Hourly Rate
Nathaniel Bower	Partner	$1,750
Colette Whitman	Partner	$1,625
Audrey Zhou	Associate	$985
Brendan Walsh	Associate	$725
Paralegals	Varies by seniority	$250 – $425

CALDERWOOD & HARKNESS LLP Attorneys at Law
787 Seventh Avenue New York, NY 10019 Tel: +1 (212) 558-4000
Fax: +1 (212) 558-3588
www.calderwoodharkness.com
London Office: 25 Bishopsgate, London EC2N 3AR, United Kingdom Tel: +44 (0)20 7786 9000
March 12, 2024
Dame Elspeth Greenvale Independent Non-Executive Chair Board of Directors Aurelius Global Media Group PLC 14 Sceptre Row London EC2V 7QN United Kingdom
Re: Engagement of Calderwood & Harkness LLP as Independent Governance Counsel to the Board of Directors of Aurelius Global Media Group PLC
Matter No.: 1017-00002
Dear Dame Greenvale:
We are writing to confirm the terms of the engagement of Calderwood & Harkness LLP ("C&H" or the "Firm") as independent governance counsel to the Board of Directors (the "Board") of Aurelius Global Media Group PLC ("AGMG" or the "Company"). This letter (this "Engagement Letter") sets forth the scope, terms, and conditions of our representation. We ask that you review this Engagement Letter carefully, and that you execute and return a copy to us at your earliest convenience to confirm the Board's agreement to the terms set forth herein.
1. Purpose and Engagement
This Engagement Letter confirms the engagement of Calderwood & Harkness LLP by the Board of Directors of Aurelius Global Media Group PLC, a public limited company incorporated under the laws of the State of Delaware and registered as an overseas company in England and Wales (Company Number: OE009714). AGMG's common shares are listed on the New York Stock Exchange under the ticker symbol "AGMG" and on the London Stock Exchange under the ticker symbol "AGMG.L." AGMG's registered office in the State of Delaware is c/o Pinnacle Corporate Services Inc., 1209 Orange Street, Wilmington, Delaware 19801.
The Firm will serve as independent governance counsel to the Board. In this capacity, the Firm's role is distinct from, and independent of, the Company's standing outside counsel, Ashworth Velmoran LLP, which serves as counsel to AGMG management. The Board has determined, in the exercise of its business judgment and upon the recommendation of the Nominating and Governance Committee, that engaging independent counsel is appropriate given the nature of the matters currently before the Board. Specifically, the Board has concluded that it requires legal advice that is not, and is not perceived to be, aligned with the interests of management, particularly in connection with the CEO succession process, the ongoing activist shareholder campaign by Corvus Peak Capital Partners LP, and related proxy contest matters. The Board's determination to engage independent counsel reflects sound corporate governance practice and is consistent with the guidance of leading proxy advisory firms and institutional investor expectations.
This engagement shall be effective as of the date hereof and shall continue until terminated in accordance with Section 10 below.
2. Scope of Engagement
The Firm's representation of the Board will encompass the following matters:
(a) CEO Succession Process. The Firm will advise the Board, and any committee thereof (including any Special Committee that may be formed for such purpose), on the fiduciary duties, governance best practices, and legal requirements applicable to the process of identifying and selecting a successor to Marcus Vane, who resigned as Chief Executive Officer of AGMG effective March 8, 2024. The Firm will further advise the Board on legal matters arising in connection with the designation of Priya Nair-Whitfield as Interim Chief Executive Officer, including any governance or contractual issues relating to Ms. Nair-Whitfield's appointment, the scope and duration of the interim role, and the process for conducting a permanent CEO search. This advice will encompass consideration of the Board's duties of care and loyalty under applicable Delaware law, as well as best practices for CEO succession planning in public company contexts, including the structuring and management of search committees, the engagement and oversight of executive search firms, and the evaluation and vetting of internal and external candidates.
(b) Activist Shareholder Response. The Firm will advise the Board on its response to the activist campaign initiated by Corvus Peak Capital Partners LP ("Corvus Peak"), a Delaware limited partnership. Corvus Peak filed a Schedule 13D with the United States Securities and Exchange Commission (the "SEC") on January 18, 2024, as amended by Amendment No. 1 thereto filed on February 26, 2024 (collectively, the "Corvus Peak 13D"), disclosing beneficial ownership of approximately 8.7% of AGMG's outstanding common shares, representing approximately 35,896,200 shares out of approximately 412,600,000 shares of common stock outstanding. The Corvus Peak 13D further disclosed that Corvus Peak intends to engage with the Company's Board and management regarding changes to the Company's strategic direction, capital allocation policies, board composition, and executive leadership. The Firm's advice in this area will include analysis of Corvus Peak's public filings and stated objectives; evaluation of the Board's fiduciary obligations in responding to activist demands; assistance with the development and implementation of the Board's shareholder engagement strategy; and advice regarding regulatory requirements under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, applicable to the Board's response.
(c) Proxy Contest Matters. The Firm will advise the Board on defensive strategies, proxy solicitation matters, advance notice bylaw compliance, and the Board's fiduciary obligations in connection with any contested election of directors at the 2024 Annual General Meeting of Shareholders (the "2024 AGM"). Corvus Peak has submitted formal director nominations for the 2024 AGM, nominating three candidates — Malcolm Trask, Vanessa Loring, and Dr. Raymond Chu — for election to the Board. The Firm will advise the Board on the validity and procedural sufficiency of these nominations under the Company's Amended and Restated Bylaws, applicable Delaware law, and SEC rules; the preparation and review of the Company's definitive proxy statement and related solicitation materials; the Board's obligations under applicable universal proxy card rules (Rule 14a-19 under the Securities Exchange Act of 1934, as amended); and the development of the Board's overall strategy for the contested election, in coordination with the Company's proxy solicitor and other advisors as directed by the Board.
(d) Corporate Governance. The Firm will provide general corporate governance advice to the Board as may be requested from time to time during the engagement. This advice may include, without limitation, the review and interpretation of the Company's Restated Certificate of Incorporation (originally filed with the Secretary of State of the State of Delaware on September 14, 2009, and last restated on March 22, 2022) and the Company's Amended and Restated Bylaws (effective as of March 22, 2022); advice regarding the composition, structure, and practices of the Board and its committees; advice regarding director independence, fiduciary duties, and related governance matters; and such other governance-related questions as the Board may raise from time to time.
(e) Related Matters. The Firm will advise on such other matters as may be reasonably related to the foregoing, as mutually agreed upon by the Firm and the Board.
Exclusions from Scope. The scope of this engagement expressly does not include the following: (i) the representation of AGMG in connection with mergers, acquisitions, divestitures, or other strategic transactions; (ii) SEC reporting and compliance matters, including the preparation and review of periodic reports (Forms 10-K, 10-Q, and 8-K), registration statements, and other SEC filings (which remain the responsibility of Ashworth Velmoran LLP, under the direction of Martin Cho, lead partner for the AGMG relationship at that firm); (iii) tax advice of any kind, including U.S. federal, state, local, or foreign tax matters; and (iv) any matter on which Ashworth Velmoran LLP serves as counsel to the Company, unless the Board determines that coordination between the Firm and Ashworth Velmoran LLP on a particular matter is appropriate and instructs both firms accordingly.
Expansion of Scope. The scope of this engagement may be expanded by mutual written agreement of the parties. Should additional workstreams arise during the course of the engagement — for example, the evaluation of strategic alternatives by the Board, or the response to additional shareholder actions — the parties may enter into an amended or supplemental engagement letter to reflect such expanded scope. Any expansion of scope shall be subject to the same terms and conditions set forth in this Engagement Letter unless otherwise agreed in writing.
3. Client Identification
The client in this engagement is the Board of Directors of Aurelius Global Media Group PLC, acting collectively in its capacity as the governing body of the Company. The Firm does not represent, and will not be deemed to represent, any individual director, officer, employee, or agent of AGMG in his or her personal capacity. Individual directors should be aware that the Firm owes its duties to the Board as a whole, and that in the event of any conflict between the interests of the Board as a whole and those of any individual director, the Firm's obligation runs to the Board collectively.
The Firm does not represent AGMG management. This engagement is expressly independent of the Company's existing relationship with Ashworth Velmoran LLP, which serves as counsel to management. The Firm's advice to the Board is intended to be independent of management's views and interests, and the Firm will exercise its professional judgment solely in the interest of the Board as a whole.
The primary contact for the Board in connection with this engagement will be Dame Elspeth Greenvale, Independent Non-Executive Chair. Day-to-day coordination will also involve Nadine Khalil, General Counsel and Corporate Secretary of AGMG, who attends meetings of the Board in a non-voting capacity and serves as the Board's principal administrative liaison. Communications from the Firm to the Board may be directed through Dame Greenvale and/or Ms. Khalil, subject to any instructions that the Board may provide from time to time regarding the routing and handling of communications. The Board may at any time designate an alternative or additional point of contact by written notice to the Firm.
4. Staffing
The engagement will be led by the following attorneys of the Firm:
Nathaniel Bower — Responsible Partner. Mr. Bower is a member of the Firm's Bankruptcy & Restructuring Group with deep expertise in corporate governance, fiduciary duty litigation, and Board advisory matters. He has advised boards of directors and special committees of numerous public companies in contested situations, CEO succession processes, and activist shareholder engagements. Mr. Bower will serve as the principal relationship partner and the primary advisor to the Board in connection with this engagement. He will attend Board meetings and key committee meetings as requested by the Board, and will have overall responsibility for all advice rendered by the Firm.
Colette Whitman — Billing Partner. Ms. Whitman is a member of the Firm's Bankruptcy & Restructuring Group with significant experience in proxy contest strategy, shareholder activism defense, and corporate governance advisory. Ms. Whitman will serve as co-lead on substantive workstreams, with particular focus on the proxy contest and activist shareholder response matters described in Sections 2(b) and 2(c) above. Ms. Whitman will have primary responsibility for billing and administrative matters related to the engagement.
Audrey Zhou — Lead Associate. Ms. Zhou is a sixth-year associate in the Firm's Capital Markets Group. She will have primary day-to-day responsibility for legal research, the drafting of memoranda and other written work product, and the review and analysis of relevant documents, including the Corvus Peak 13D, the Company's governance documents, and SEC filings. Ms. Zhou will serve as the primary point of contact for Ms. Khalil on day-to-day operational matters.
Brendan Walsh — Working Associate. Mr. Walsh is a third-year associate in the Firm's Capital Markets Group. He will support Ms. Zhou in legal research, document review, and the preparation of drafts and other work product as needed throughout the engagement.
Additional attorneys, paralegals, and support staff may be assigned to the matter as needed to ensure timely and thorough service to the Board, subject to the rate schedule set forth in Section 5 below. The Firm will endeavor to maintain continuity of the engagement team throughout the representation and will notify the Board of any material changes in staffing.
5. Fee Arrangement
Basis. The engagement will be billed on an hourly basis at the Firm's standard rates, as set forth below. Hourly rates are subject to annual adjustment, typically effective January 1 of each year. The Board will be notified in writing of any rate changes prior to their effective date.
2024 Hourly Rates for the Engagement Team. The following hourly rates shall apply for services rendered by the current engagement team:
In the event that additional attorneys are assigned to the engagement, their rates will be consistent with the Firm's standard rate schedule for professionals of comparable seniority and experience, and the Board will be informed of the applicable rates.
Retainer. Upon execution of this Engagement Letter, the Company shall pay to the Firm a retainer in the amount of Seventy-Five Thousand Dollars ($75,000) (the "Retainer"). The Retainer is an evergreen retainer, meaning that it shall be replenished on a quarterly basis to maintain a balance of $75,000. Specifically, if the balance of the Retainer falls below $75,000 at the end of any calendar quarter, the Company shall, upon notice from the Firm, remit payment in the amount necessary to restore the Retainer to $75,000 within fifteen (15) days of such notice. The Retainer will be held in the Firm's client trust account (IOLA account) in accordance with the applicable rules of professional conduct. The Retainer will be applied against the Firm's final invoice or invoices upon termination of the engagement. The Retainer does not constitute a cap on the fees that may be incurred in connection with this engagement, nor does it limit the Company's obligation to pay all fees and expenses as invoiced.
Invoicing. The Firm will submit monthly invoices to the Board for professional fees and expenses incurred during the preceding calendar month. Each invoice will include a detailed description of the services performed, the identity of the professional performing each service, the time spent, and the applicable rate. Invoices will be submitted electronically to Dame Greenvale and Ms. Khalil (or such other persons as the Board may designate) and will be due and payable within thirty (30) days of receipt. Any questions or disputes regarding invoices should be raised with Ms. Whitman, as Billing Partner, within thirty (30) days of receipt of the applicable invoice.
Expenses. The Company will reimburse the Firm for reasonable out-of-pocket expenses incurred in connection with the engagement, including but not limited to the following:
•  Travel expenses, including airfare (coach class for domestic travel; business class for transatlantic or other international travel exceeding six hours), hotel accommodations, ground transportation, and meals;
•  Printing, reproduction, and binding costs;
•  Court filing fees and related governmental charges;
•  Overnight delivery and courier charges;
•  Computerized legal research database charges, including Westmark Data Systems, Sundial Solutions, Cascade Services Inc., and similar services;
•  Telephone and videoconference charges attributable to the engagement; and
•  Other reasonable disbursements incurred in the performance of services under this engagement.
Any individual expense item exceeding Five Thousand Dollars ($5,000) will be pre-approved by the Board's designated contact prior to being incurred. Expenses will be itemized on each monthly invoice and are due and payable on the same terms as professional fees.
No Contingency or Success Fee. This is a purely hourly engagement. No contingency fee, success fee, transaction-based fee, or other form of alternative fee arrangement is contemplated. The Firm's compensation under this engagement consists solely of hourly fees at the rates set forth above and reimbursement of expenses as described herein.
6. Conflicts Disclosure
The Firm has conducted a thorough conflicts check in connection with this engagement and confirms the following:
(a) The Firm does not currently represent, and has not within the past two (2) years represented, Corvus Peak Capital Partners LP, Corvus Peak Management LLC (the general partner of Corvus Peak), or any of their respective affiliates, partners, principals, members, or related investment vehicles. This includes, without limitation, Damien Solberg, the Managing Partner and Chief Investment Officer of Corvus Peak, and Erin Nakamura, the Partner and Head of Activist Strategies at Corvus Peak.
(b) The Firm does not currently represent, and has not within the past two (2) years represented, Blackthorn Howell & Crane LLP, counsel to Corvus Peak in connection with the activist campaign, or any of its partners or associates in any capacity related to this matter.
(c) The Firm does not currently represent any of the director nominees put forward by Corvus Peak for the 2024 AGM — namely, Malcolm Trask, Vanessa Loring, and Dr. Raymond Chu — in any matter, and has not previously represented any such individual.
(d) The Firm does not currently represent Jonathan Hale, who has been identified as an external candidate in the CEO succession process, in any matter, and has not previously represented Mr. Hale.
(e) The Firm has, in the ordinary course of its practice, performed legal work for entities affiliated with certain institutional shareholders of AGMG on matters entirely unrelated to AGMG, this engagement, or the matters described herein. The Firm has represented, and may currently represent, entities in the portfolio management, financial services, and media industries, including entities that may hold shares in AGMG or may be affiliated with parties that are relevant to this engagement. The Firm does not believe that any such relationship presents a material conflict of interest with respect to the Firm's representation of the Board, but discloses these relationships in the interest of full transparency.
(f) The Firm has not represented Ashworth Velmoran LLP, AGMG's standing outside counsel, or any of its partners, associates, or other personnel, in any capacity.
By executing this Engagement Letter, the Board acknowledges these disclosures and consents to the Firm's representation notwithstanding the foregoing. The Firm undertakes to promptly notify the Board of any new potential conflict of interest that arises during the course of the engagement, and to seek the Board's consent to continued representation in the event that a material conflict is identified.
7. Confidentiality and Privilege
All communications between the Firm and the Board, and all work product prepared by the Firm in connection with this engagement (including memoranda, draft resolutions, correspondence, research notes, and any other written or oral communications), are intended to be protected by the attorney-client privilege and/or the work product doctrine to the fullest extent permitted by applicable law.
The Company agrees to take reasonable steps to maintain the confidentiality of such communications and work product, including limiting dissemination to those directors, officers, and advisors who have a legitimate need to know in connection with the matters described in Section 2 above. The Board should be aware that the inadvertent or unnecessary disclosure of privileged communications to third parties may constitute a waiver of the attorney-client privilege, and the Firm recommends that the Board adopt and adhere to appropriate protocols to safeguard the privilege.
The Firm will not disclose confidential information received from the Board to any third party without the Board's prior written consent, except as required by law, court order, or the applicable rules of professional conduct governing the Firm's attorneys. In the event that the Firm receives a subpoena, court order, or other legal process seeking disclosure of information subject to the attorney-client privilege or work product protection, the Firm will promptly notify the Board and will take all reasonable steps to resist or limit such disclosure, subject to the Board's instructions.
The attorney-client privilege belongs to the client — that is, the Board acting collectively — and may be waived only by the Board acting collectively. No individual director, officer, or employee of AGMG is authorized to waive the privilege on behalf of the Board without the Board's express authorization.
8. Relationship with Other Advisors
The Board has informed the Firm that AGMG management is currently represented by Ashworth Velmoran LLP as its standing outside counsel. Ashworth Velmoran LLP maintains its principal office at One Liberty Plaza, New York, New York 10006, and the lead partner for the AGMG relationship at that firm is Martin Cho. Ashworth Velmoran LLP has served as outside counsel to AGMG management since 2015 and currently handles SEC reporting and compliance, general corporate matters, M&A advisory, and other matters on behalf of AGMG management.
The Board has further informed the Firm that AGMG management engaged Citrine Advisory Group Inc. as the Company's proxy solicitor on February 28, 2024. Citrine Advisory Group Inc. maintains its principal office at 110 Wall Street, Suite 2200, New York, New York 10005, and the lead contact for the AGMG engagement at Citrine is Sandra Eriksson.
The Firm's engagement is independent of these advisory relationships, and the Firm's advice to the Board is rendered independently of the advice provided by Ashworth Velmoran LLP and Citrine Advisory Group Inc. to AGMG management. However, the Firm recognizes that effective representation of the Board may require coordination with the Company's other advisors on certain matters, and the Firm will coordinate with Ashworth Velmoran LLP, Citrine Advisory Group Inc., and other advisors as directed by the Board, in order to avoid duplication of effort and to ensure that the Board receives consistent and comprehensive advice.
The Firm anticipates that the Board may engage additional advisors during the course of this engagement, including but not limited to executive search firms for the CEO succession process, independent compensation consultants, and independent financial advisors. The Firm will coordinate with such advisors as appropriate and as directed by the Board, and will provide guidance to the Board regarding the terms and conditions of any such additional advisory engagements as requested.
9. Governing Law
This Engagement Letter and the relationship between the Firm and the Board shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict-of-laws principles. Delaware law governs this engagement because AGMG is incorporated in the State of Delaware and the substantive corporate governance questions at issue in the matters described in Section 2 above arise primarily under the Delaware General Corporation Law and the body of case law interpreting the fiduciary duties of directors under Delaware law. Any dispute arising out of or relating to this Engagement Letter or the Firm's representation of the Board shall be resolved exclusively in the Court of Chancery of the State of Delaware (or, if the Court of Chancery declines jurisdiction, in the Superior Court of the State of Delaware or the United States District Court for the District of Delaware), and each party consents to the personal jurisdiction of such courts.
10. Termination
Either the Board or the Firm may terminate this engagement at any time, with or without cause, upon written notice to the other party. In the case of termination by the Board, such notice shall be provided by Dame Greenvale (or such other person as the Board may designate) to Nathaniel Bower. In the case of termination by the Firm, notice shall be provided by Mr. Bower to Dame Greenvale.
Upon termination of this engagement:
(a) The Firm will promptly deliver to the Board all final work product prepared during the engagement, including memoranda, draft resolutions, correspondence, research materials, and other documents and materials, in electronic and/or hard copy format as the Board may reasonably request.
(b) The Firm will prepare and deliver to the Board a transition memorandum summarizing the status of all pending matters, identifying key deadlines and open issues, and providing such other information as may be reasonably necessary to facilitate the orderly handover of the engagement to successor counsel.
(c) The Company shall remain obligated to pay all fees and expenses incurred through the effective date of termination, plus reasonable fees and expenses incurred by the Firm in connection with the transition of the engagement to successor counsel, including the preparation of the transition memorandum described above.
(d) The Retainer (or any remaining balance thereof) will be applied against the Firm's final invoice or invoices. Any surplus remaining after application of the Retainer to the final invoice(s) will be refunded to the Company within thirty (30) days. Any deficit remaining after application of the Retainer will be invoiced separately to the Company and will be due and payable within thirty (30) days of receipt.
(e) The Firm will maintain all engagement files — including client documents, work product, correspondence, and related materials — in accordance with the Firm's document retention policies, which currently provide for a minimum retention period of seven (7) years following the conclusion of the engagement. Throughout the retention period, the Firm will preserve the confidentiality and privilege of all such materials in accordance with Section 7 of this Engagement Letter and applicable rules of professional conduct.
Notwithstanding the termination of this engagement for any reason, the confidentiality and privilege provisions set forth in Section 7 of this Engagement Letter shall survive termination and shall continue in full force and effect indefinitely.
11. Limitation of Liability
To the fullest extent permitted by applicable law, the Firm's aggregate liability to the Board, the Company, and any of their respective directors, officers, employees, agents, and affiliates, arising out of or relating to the Firm's services under this engagement, shall not exceed the total amount of professional fees actually paid to the Firm under this Engagement Letter; provided, however, that this limitation of liability shall not apply in cases of gross negligence or willful misconduct by the Firm. This limitation applies to all claims, whether based in contract, tort (including negligence), breach of fiduciary duty, or any other theory of liability.
The Company and the Board acknowledge that the Firm's advice is necessarily based upon the facts and circumstances as known to the Firm at the time such advice is rendered. The Firm's analysis and recommendations may be affected by subsequent developments, including changes in applicable law, regulations, or judicial interpretations, as well as changes in the factual circumstances underlying the matters at hand. The Firm undertakes no obligation to update or supplement its advice unless specifically requested to do so by the Board.
12. No Guarantee of Outcome
The Firm makes no representation, warranty, or guarantee regarding the outcome of any matter for which it provides advice under this engagement. The engagement of the Firm does not guarantee any particular result in the CEO succession process, the proxy contest, the Board's response to the Corvus Peak activist campaign, or any other matter within the scope of this engagement. While the Firm will exercise its best professional judgment and diligent effort in advising the Board, the Board acknowledges that the resolution of the matters described herein depends upon numerous factors beyond the control of the Firm, including the actions of third parties, market conditions, regulatory developments, and the exercise of judgment by courts, regulatory bodies, and shareholders.
13. Entire Agreement; Amendments
This Engagement Letter constitutes the entire agreement between the parties with respect to the engagement described herein, and supersedes all prior or contemporaneous discussions, negotiations, representations, and understandings, whether oral or written, relating to the subject matter hereof. No provision of this Engagement Letter may be amended, modified, supplemented, or waived except by a written instrument duly executed by both the Firm and the Board (acting through Dame Greenvale or such other person as the Board may authorize for such purpose).
The parties acknowledge that the scope of this engagement may be expanded or modified over time, and that subsequent amendments or supplemental engagement letters may be entered into as additional workstreams or matters arise. Any such amendments or supplemental engagement letters shall be incorporated by reference into this Engagement Letter and shall be subject to the same terms and conditions set forth herein unless otherwise expressly stated therein.
14. Acceptance and Execution
We respectfully request that Dame Elspeth Greenvale, acting on behalf of the Board of Directors of Aurelius Global Media Group PLC, execute and return a copy of this Engagement Letter to confirm the Board's agreement to the terms set forth herein. A copy may be returned by email to Nathaniel Bower at nbower@calderwoodharkness.com, with a courtesy copy to Colette Whitman at cwhitman@calderwoodharkness.com, or by physical delivery to the Firm's New York office at the address set forth above.
We are deeply honored by the Board's confidence in our Firm, and we look forward to serving the Board in this important matter. We are committed to providing the highest quality legal advice and to supporting the Board as it navigates the significant governance challenges before it.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Nathaniel Bower
Title: Partner
787 Seventh Avenue New York, NY 10019
ACCEPTANCE AND ACKNOWLEDGMENT
The undersigned, Dame Elspeth Greenvale, acting in her capacity as Independent Non-Executive Chair of the Board of Directors of Aurelius Global Media Group PLC, and duly authorized by the Board of Directors to execute this Engagement Letter on the Board's behalf, hereby acknowledges and agrees to the terms and conditions set forth in this Engagement Letter, effective as of the date first written above.
ACKNOWLEDGED AND AGREED:
AURELIUS GLOBAL MEDIA GROUP PLC
By: ________
Name: Dame Elspeth Greenvale
Title: Independent Non-Executive Chair, Board of Directors
Date: ________
cc: Nadine Khalil, General Counsel & Corporate Secretary, Aurelius Global Media Group PLC cc: Colette Whitman, Partner, Calderwood & Harkness LLP cc: Audrey Zhou, Associate, Calderwood & Harkness LLP
Professional | Role | 2024 Hourly Rate
Nathaniel Bower | Partner | $1,750
Colette Whitman | Partner | $1,625
Audrey Zhou | Associate | $985
Brendan Walsh | Associate | $725
Paralegals | Varies by seniority | $250 – $425

CALDERWOOD & HARKNESS LLP Attorneys at Law

CALDERWOOD & HARKNESS LLP

ACCEPTANCE AND ACKNOWLEDGMENT

ACKNOWLEDGED AND AGREED:

AURELIUS GLOBAL MEDIA GROUP PLC

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