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PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT PRIVILEGED ATTORNEY WORK PRODUCT

CALDERWOOD & HARKNESS LLP 787 Seventh Avenue New York, NY 10019

Telephone: (212) 558-4000 Facsimile: (212) 558-3588

Nathaniel Bower Partner Direct: (212) 558-4127

Email: nbower@calderwoodharkness.com

March 19, 2024

VIA EMAIL (mcho@ashworthkirkland.com) WITH HARD COPY TO FOLLOW

Martin Cho, Esq. Head of Public Company Advisory Ashworth Velmoran LLP One Liberty Plaza New York, NY 10006

Re: Aurelius Global Media Group PLC — Coordination Protocol Between Board Governance Counsel and Standing Outside Counsel

Matter No.: 1017-00002

Dear Martin,

I write to you in connection with the recent engagement of Calderwood & Harkness LLP ("Calderwood & Harkness" or "C&H") by the Board of Directors (the "Board") of Aurelius Global Media Group PLC ("AGMG" or the "Company") as independent governance counsel. As you are aware, our engagement was formalized pursuant to an engagement letter dated March 12, 2024, executed by Dame Elspeth Greenvale in her capacity as Independent Non-Executive Chair of the Board.

I want to begin by acknowledging and expressing respect for the long-standing and well-established relationship between Ashworth Velmoran LLP ("Ashworth Velmoran" or "AK") and AGMG. Your firm has served as the Company's standing outside counsel for general corporate and M&A matters since 2015, and the depth and quality of that relationship with AGMG management is both recognized and valued by the Board. Our engagement is not intended to, nor should it be understood to, diminish or supplant Ashworth Velmoran's critical role as the Company's trusted corporate advisor. Rather, it reflects the Board's considered judgment that the current circumstances warrant the retention of separate, independent governance counsel to advise the Board on a discrete and well-defined set of matters.

The purpose of this letter is to establish a clear and workable coordination framework between our respective firms. The objectives of this protocol are threefold: first, to ensure that both firms provide efficient, non-duplicative service to AGMG; second, to delineate the respective roles and responsibilities of each firm with specificity, so that there is no ambiguity as to which firm is responsible for which matters; and third, to address the potential conflict-of-interest sensitivities that naturally arise from a dual-counsel structure, particularly in the context of an activist campaign and a CEO succession. I believe that if we establish clear ground rules at the outset, we will be well-positioned to collaborate effectively and serve the Company's interests during what is undoubtedly a challenging and dynamic period.

I have organized this letter into several sections for ease of reference. I would be grateful if you would review the proposed framework carefully and confirm your agreement with the terms set forth herein, either by counter-signing a copy of this letter or by responding in writing via email.

1. Background and Context

To ensure that we are operating from a shared understanding, I will briefly recite the key events that have given rise to the current engagement structure.

As you know, Corvus Peak Capital Partners LP ("Corvus Peak"), an activist hedge fund, has launched an aggressive campaign seeking representation on the AGMG Board. Corvus Peak initially disclosed its position in the Company by filing a Schedule 13D with the Securities and Exchange Commission (the "SEC") on January 18, 2024, at which time it reported beneficial ownership of approximately 6.1% of AGMG's outstanding common shares. On February 26, 2024, Corvus Peak filed an amended Schedule 13D/A disclosing that it had increased its stake to approximately 8.7% of the Company's outstanding common shares, representing approximately 35,896,200 shares out of approximately 412,600,000 shares outstanding. This represents a significant and rapidly accumulated position, and the trajectory of Corvus Peak's share accumulation suggests that further increases are possible.

On March 1, 2024, Corvus Peak submitted formal director nominations to the Company within the advance notice window prescribed by AGMG's bylaws (February 10 through March 11, 2024). Corvus Peak has nominated three individuals for election at the 2024 Annual General Meeting: Malcolm Trask, Vanessa Loring, and Dr. Raymond Chu. Each of these nominees appears to have been carefully selected to complement Corvus Peak's public messaging regarding strategic and operational underperformance at the Company. The nomination letter, which I understand was addressed to Nadine Khalil in her capacity as Corporate Secretary, has been reviewed by our team, and I will discuss our preliminary advance notice bylaw compliance analysis with you separately.

In a related but independent development, Marcus Vane resigned as Chief Executive Officer of the Company effective March 8, 2024. The Board designated Priya Nair-Whitfield, the Company's Chief Operating Officer, as Interim CEO to ensure continuity of leadership while the Board undertakes a permanent CEO search. The circumstances and timing of Mr. Vane's departure, coming as they did in the midst of Corvus Peak's campaign, have understandably heightened both public and investor scrutiny of the Company's governance posture.

On March 18, 2024, the Board established a Special Committee of independent directors to oversee both the CEO succession process and the Board's response to the Corvus Peak activist campaign. The Special Committee is comprised of Tobias Kessler (Chair), Lucinda Farrow-Grant, and Dr. Anwen Llewellyn. Each of these directors satisfies the applicable independence standards under both NYSE listing rules and the Company's own governance guidelines.

Against this backdrop, the Board determined that independent governance counsel was needed to advise on fiduciary duties, the CEO succession process, and the proxy contest, separate and apart from the Company's standing outside counsel. This determination was driven by several considerations. Among them, I will note candidly, was Corvus Peak's public characterization of Ashworth Velmoran as "management-aligned" counsel — a characterization that appeared in Corvus Peak's investor presentation dated February 14, 2024, and has been repeated in subsequent public communications. While the Board does not endorse this characterization, the Board prudently concluded that retaining independent governance counsel would insulate its governance decisions from any perception of management influence and would strengthen the Board's defensive posture by demonstrating that it is receiving independent advice on matters where the interests of the Board and the interests of management may not be perfectly aligned. This is consistent with recognized best practices in the context of activist engagements and proxy contests.

2. Scope of Respective Engagements

To ensure clarity and avoid overlap, I set forth below the scope of each firm's engagement as currently defined.

2.1 Calderwood & Harkness LLP — Independent Board Governance Counsel

The scope of Calderwood & Harkness's engagement is defined by the engagement letter dated March 12, 2024, which was addressed to Dame Elspeth Greenvale in her capacity as Independent Non-Executive Chair. The primary areas of responsibility assigned to our firm include the following:

(a) Fiduciary Duty Analysis. Advising the Board and the Special Committee on the fiduciary duties of the directors in connection with the CEO succession process, including duties of care and loyalty under Delaware law, as well as enhanced scrutiny standards that may be applicable depending on the nature and timing of the Board's actions.

(b) CEO Succession — Special Committee Advisory. Advising the Special Committee on the CEO search process, including the development of evaluation frameworks, interview protocols, reference check procedures, and documentation standards designed to ensure that the process satisfies fiduciary standards and can withstand judicial scrutiny if challenged.

(c) Activist Campaign Analysis. Providing independent analysis of the Corvus Peak activist campaign, including the development of proxy contest defense strategy, assessment of Corvus Peak's stated objectives and likely negotiating positions, and advice on the Board's optimal response posture.

(d) Advance Notice Bylaw Compliance. Reviewing Corvus Peak's director nominations for compliance with the advance notice provisions of the Company's bylaws, including the timeliness of the nomination, the sufficiency of the information provided regarding the nominees, and any deficiency or defect that may provide a basis for rejecting or challenging the nominations.

(e) Defensive Measures. Assessing the availability, advisability, and legal defensibility of defensive measures, including but not limited to the adoption of a shareholder rights plan (commonly referred to as a "poison pill"), under the Unocal Corp. v. Mesa Petroleum Co. and Unitrin, Inc. v. American General Corp. analytical framework.

(f) DGCL § 220 Books-and-Records Demand. Leading the Company's response to Corvus Peak's demand to inspect books and records under Section 220 of the Delaware General Corporation Law, dated March 22, 2024, including the evaluation of proper purpose, the identification of responsive documents, the assertion of applicable privileges, and the preparation of a privilege log.

(g) Settlement Analysis and Negotiation. Developing and advising on settlement analysis and negotiation strategy with Corvus Peak, including the evaluation of potential settlement terms such as board representation, governance concessions, and standstill provisions.

(h) UK Regulatory Overlay. Analyzing the UK regulatory implications of the activist campaign and the Board's response, including the Company's obligations under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules (DTR 5) as they apply to AGMG in its capacity as a dual-listed company traded on both the New York Stock Exchange (ticker: AGMG) and the London Stock Exchange (ticker: AGMG.L).

(i) D&O Insurance Analysis. Reviewing the Company's directors' and officers' liability insurance program, currently provided under the Helmsley Indemnity Corp. policy number HIC-DOL-2024-009347, to ensure adequate coverage for the Board in connection with the activist campaign, the CEO succession, and any related litigation or regulatory proceedings.

Calderwood & Harkness reports directly to the Board, through the Chair (Dame Elspeth Greenvale), and to the Special Committee (through Tobias Kessler as Chair). For the avoidance of doubt, Calderwood & Harkness does not report to, and does not take direction from, AGMG management. This reporting structure is fundamental to the independent governance counsel mandate and is a necessary predicate for the Board's ability to demonstrate that it has received independent advice.

Our engagement team consists of the following individuals: Nathaniel Bower (Responsible Partner), Colette Whitman (Billing Partner), Audrey Zhou (Lead Associate), and Brendan Walsh (Working Associate). Additional attorneys or professional staff may be added to the engagement team as circumstances warrant, with notice to the Board.

2.2 Ashworth Velmoran LLP — Standing Outside Counsel

Ashworth Velmoran's scope of engagement encompasses the ongoing general corporate advisory, SEC reporting and compliance, M&A and transactional matters, and routine corporate housekeeping work that your firm has historically performed for the Company. Specifically, the areas in which Ashworth Velmoran should continue to take the lead include the following:

(a) SEC Periodic Reporting. Preparation, review, and filing of the Company's SEC periodic reports, including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, as well as related disclosure analysis and compliance with Regulation S-K and Regulation S-X requirements.

(b) Proxy Statement Preparation and Filing Mechanics. Leading the preparation and filing of the Company's proxy statement for the 2024 Annual General Meeting, including the preliminary proxy statement filed on April 5, 2024, and the preparation and filing of the definitive proxy statement in due course. This includes coordination of the printing, mailing, and distribution process, as well as compliance with SEC proxy rules under Regulation 14A.

(c) Corporate Secretary Support. Providing corporate secretary support to Nadine Khalil in her capacity as General Counsel and Corporate Secretary, including the preparation of Board and committee meeting materials, minutes, resolutions, and corporate governance documentation.

(d) Ongoing Commercial and Operational Matters. Continuing to advise on ongoing commercial contracts, licensing agreements, and operational legal matters that arise in the ordinary course of the Company's business.

(e) Auditor Coordination. Coordinating with Glenmore & Partners LLP, the Company's independent auditor (engagement partner: Keith Redmond), on financial reporting matters, audit committee communications, and related disclosure obligations.

(f) Transfer Agent Coordination. Managing the relationship with Atlas Shareholder Services Inc., the Company's transfer agent, including matters related to share transfers, record date determinations, and shareholder list management in connection with the upcoming Annual General Meeting.

Ashworth Velmoran reports to AGMG management, specifically to Nadine Khalil (General Counsel and Corporate Secretary) and Garrett Voss (Chief Financial Officer). Martin Cho serves as the lead engagement partner for the Ashworth Velmoran relationship.

3. Areas Requiring Coordinated Effort

Certain workstreams will necessarily require collaboration and coordination between our two firms. In these areas, it is particularly important that we establish clear protocols to ensure that our respective contributions are complementary rather than duplicative, and that the client receives consistent and coherent advice. I address each of the key overlapping workstreams below.

3.1 Proxy Statement Content

As noted above, Ashworth Velmoran will lead the preparation of the proxy statement, including the drafting of the disclosure, the management of the SEC review process, and the filing mechanics. However, given that the proxy statement will include significant governance-related disclosures, Calderwood & Harkness will need to review and provide input on several discrete areas of the proxy statement, including:

• Governance-related disclosures, including descriptions of the Board's governance structure, committee composition, and director independence determinations;

• Director qualifications and biographical information for both the Company's nominees and the Corvus Peak nominees, to the extent included in the Company's proxy materials;

• The Board's response to Corvus Peak's campaign, including any "reasons to vote for the Board's nominees" or similar advocacy sections;

• Disclosures relating to the CEO succession process, including any description of the Board's search process, the role of the Special Committee, and the use of an executive search firm; and

• Risk factor or cautionary disclosures relating to the activist campaign and the potential impact on the Company's strategic direction.

To facilitate this process, Calderwood & Harkness should receive all proxy statement drafts at the same time they are circulated to the client, and should be given a reasonable opportunity (not less than two business days, unless exigent circumstances require a shorter turnaround) to review and comment on governance-sensitive content before the draft is finalized or filed with the SEC. Calderwood & Harkness will review all proxy statement drafts for consistency with the fiduciary advice given to the Board and will flag any disclosures that, in our judgment, create risk from a governance or fiduciary perspective.

3.2 Corvus Peak Communications and Negotiations

Calderwood & Harkness will take the lead on all substantive engagement with Corvus Peak and its counsel, Blackthorn Howell & Crane LLP ("BHC"). The lead partner at BHC is Dominic Sayer, and the lead associate is Kathleen Bryce; their offices are located at 1301 Avenue of the Americas, New York, NY 10019. All strategic and substantive communications with Corvus Peak and BHC — including settlement discussions, negotiation of any potential cooperation agreement or standstill, and responses to activist demands or proposals — will be managed by Calderwood & Harkness on behalf of the Board.

Ashworth Velmoran should refrain from engaging in direct communications with Corvus Peak or BHC regarding the proxy contest, the CEO succession, or any other matter within Calderwood & Harkness's designated scope, without prior coordination with and approval from Calderwood & Harkness. This protocol is essential to ensure that the Company speaks with one voice to the activist and its representatives, and to avoid the risk of inconsistent or unauthorized communications that could undermine the Board's negotiating position.

There is one limited exception to this protocol: routine SEC-related communications with Corvus Peak or BHC — for example, procedural filing matters, questions relating to proxy solicitation mechanics, or similar administrative inquiries — may proceed through Ashworth Velmoran without prior clearance from Calderwood & Harkness. However, if any such communication takes a substantive turn or touches upon strategy, settlement, or board composition, the communication should be paused and referred to Calderwood & Harkness.

3.3 Proxy Solicitor Coordination

AGMG management engaged Citrine Advisory Group Inc. ("Citrine") on February 28, 2024, to serve as the Company's proxy solicitation and defense advisor. The engagement is led by Sandra Eriksson, Managing Director at Citrine. Citrine will play a significant role in shareholder outreach, vote tracking, and messaging strategy in connection with the proxy contest.

Calderwood & Harkness will coordinate directly with Citrine on the strategic messaging to shareholders regarding the activist contest, including the development and approval of talking points, investor presentations, and letter-to-shareholder drafts. Calderwood & Harkness will have final approval authority over all strategic messaging to shareholders relating to the activist contest and the Board's response, to ensure consistency with the Board's fiduciary posture and governance strategy.

Ashworth Velmoran will handle logistical coordination with Citrine on mailing, filing, distribution mechanics, and compliance with SEC proxy solicitation rules. This division of labor — strategy to Calderwood & Harkness, logistics to Ashworth Velmoran — should enable both firms to contribute their respective expertise without duplication.

3.4 DGCL § 220 Books-and-Records Demand

As noted above, Corvus Peak submitted a demand to inspect the Company's books and records pursuant to Section 220 of the Delaware General Corporation Law on March 22, 2024. Calderwood & Harkness will lead the Company's response to this demand, including the analysis of whether Corvus Peak has established a proper purpose for the inspection, the determination of the scope of documents that may be responsive, and the preparation of any formal response or objection.

Ashworth Velmoran's assistance will be needed in connection with document collection and the identification of potentially responsive materials. I would ask that your team work with Nadine Khalil to compile and organize the relevant categories of documents that may fall within the scope of Corvus Peak's demand. Once these materials have been assembled, Calderwood & Harkness will review them, make all privilege determinations, and prepare the privilege log. All decisions regarding the scope and content of any document production will be made by Calderwood & Harkness in consultation with the Board. No documents should be produced to Corvus Peak or BHC without Calderwood & Harkness's prior review and approval.

3.5 Executive Search Coordination

The Nominating and Governance Committee retained Hargrove Tate Partners LLC ("Hargrove Tate") on March 15, 2024, to conduct the executive search for a permanent CEO. The engagement is led by Christine Aldridge, a partner at Hargrove Tate who specializes in media and entertainment sector executive placements.

Calderwood & Harkness will provide governance and fiduciary advice to the Special Committee and the Board throughout the search process. This includes advising on the structure and documentation of the search process, the establishment of candidate evaluation criteria, the confidentiality and information-sharing protocols applicable to the search, and the fiduciary considerations that should inform the Board's ultimate selection decision.

Ashworth Velmoran may be called upon to assist with the drafting of the employment agreement and the structuring of the compensation package for the eventual CEO appointee. In this connection, Ashworth Velmoran would work in coordination with Brackenridge Howard Associates Inc. ("Brackenridge Howard"), the independent compensation consultant retained by the Compensation Committee (lead consultant: Miriam Estabrook), to ensure that the compensation terms are consistent with peer benchmarking data and the Company's existing compensation philosophy.

Calderwood & Harkness will have input on any process decisions relating to the CEO search to ensure fiduciary compliance, including decisions regarding the expansion or narrowing of the candidate pool, the use of external advisors, and the timing of the Board's ultimate selection. The goal is to ensure that the search process, in its entirety, can withstand any subsequent challenge — whether from Corvus Peak, dissident shareholders, or any other party — on fiduciary duty grounds.

3.6 Potential Strategic Alternatives

I raise this topic with appropriate circumspection, as the Board's deliberations on this subject are at a preliminary stage. If the Board elects to explore strategic alternatives as a potential defensive measure or as an independent strategic initiative, Calderwood & Harkness will advise on the fiduciary framework applicable to any such exploration, including the application of Revlon duties if a change of control or break-up transaction is contemplated.

If an M&A or sale process is initiated, Ashworth Velmoran would be expected to serve as transactional counsel, given your firm's deep institutional knowledge of the Company's corporate structure, commercial arrangements, and regulatory posture. Calderwood & Harkness would provide governance overlay advice, ensuring that the Board's process and decision-making satisfy applicable fiduciary standards.

In the event that a strategic alternatives process is launched, the firms will need to establish information barrier and confidentiality protocols jointly to ensure that commercially sensitive transaction information is handled appropriately and that the integrity of the Board's deliberative process is preserved. I would propose that we address these protocols in a separate written agreement at the appropriate time, should the need arise.

4. Communication Protocols

Effective coordination requires clear communication channels and established routines. I propose the following communication protocols for the duration of our concurrent engagements.

4.1 Primary Points of Contact

The primary points of contact for each firm and for the client are as follows:

Calderwood & Harkness LLP:

• Partner-level: Nathaniel Bower (nbower@calderwoodharkness.com; direct: (212) 558-4127)

• Day-to-day associate-level: Audrey Zhou (azhou@calderwoodharkness.com; direct: (212) 558-4293)

Ashworth Velmoran LLP:

• Partner-level: Martin Cho (mcho@ashworthkirkland.com)

Client-side:

• Nadine Khalil, General Counsel and Corporate Secretary, serves as the primary client contact for both firms on day-to-day matters

• Dame Elspeth Greenvale, Independent Non-Executive Chair, serves as the primary contact for Board-level matters directed to Calderwood & Harkness, including communications from the Special Committee through Tobias Kessler

4.2 Information Sharing

Both firms will share work product relevant to overlapping workstreams on a need-to-know basis, consistent with the principles described in this protocol. However, there are important boundaries that both firms must respect.

Sensitive Board-level governance advice from Calderwood & Harkness — including, without limitation, fiduciary duty analyses, defensive measure recommendations, settlement strategy memoranda, and assessments of the Board's legal exposure — will be shared with Ashworth Velmoran only to the extent specifically directed by the Board or by Dame Elspeth Greenvale on behalf of the Board. This is a critical feature of the independent governance counsel mandate. The Board has engaged Calderwood & Harkness precisely because it needs to receive advice that is independent of management influence. To preserve that independence, certain categories of advice will be provided exclusively to the Board and the Special Committee and will not be shared with management or with management-aligned counsel unless the Board determines that sharing is appropriate and necessary.

I recognize that this may occasionally create practical friction, particularly in areas where our work overlaps. I am committed to minimizing that friction to the greatest extent possible, consistent with our obligations to the Board. Where Calderwood & Harkness's advice touches upon matters within Ashworth Velmoran's scope — for example, where our fiduciary analysis has implications for proxy statement disclosure — we will endeavor to communicate the relevant conclusions and guidance to your team in a manner that enables Ashworth Velmoran to perform its work effectively, even if the full underlying analysis cannot be shared.

All shared communications between the firms should be clearly marked as "PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGE / ATTORNEY WORK PRODUCT" to preserve applicable protections.

4.3 Joint Calls and Meetings

I propose that we establish a standing weekly coordination call between the two of us (or our respective designees) to review the status of all active workstreams, identify any emerging issues, prevent duplication of effort, and address any coordination questions. I would suggest that this call take place on Mondays at 9:00 a.m. Eastern, though I am open to an alternative time if that does not suit your schedule.

In addition, both firms may attend Board meetings, Special Committee meetings, or other committee meetings as directed by Dame Elspeth Greenvale or Tobias Kessler. Attendance at such meetings will be at the discretion of the Board or the applicable committee, and neither firm should attend without invitation.

4.4 Written Correspondence

External written correspondence with adverse parties — including Corvus Peak, BHC, and Falconer Strauss LLC — will be routed through Calderwood & Harkness unless otherwise agreed between the firms. This includes demand letters, response letters, negotiation correspondence, and any communications that bear on the substance of the activist campaign or the CEO succession.

SEC filings, including proxy statements, periodic reports, and current reports, will be routed through Ashworth Velmoran, consistent with your firm's lead role on SEC reporting and compliance. Calderwood & Harkness will review governance-sensitive content in SEC filings prior to submission, as described in Section 3.1 above.

5. Conflict Avoidance

The dual-counsel structure in place for AGMG is a recognized and accepted practice in the context of activist campaigns and governance-sensitive situations. Its purpose is not to create an adversarial dynamic between the two firms, but to ensure that the Board receives the independent advice it needs while the Company continues to benefit from Ashworth Velmoran's institutional knowledge and expertise.

I want to state clearly that Ashworth Velmoran's long-standing relationship with AGMG management — a relationship that has been in place since 2015 and that has produced significant value for the Company — is valued by the Board and by our firm. No aspersion is cast upon that relationship. The Board has simply determined, as a matter of sound governance practice, that on matters relating to the activist campaign and the CEO succession, it is appropriate for the Board to receive advice from counsel that is independent of management and that reports exclusively to the Board.

That said, both firms should remain alert to situations in which our respective advisory roles may create tension or generate conflicting advice to different constituencies within AGMG — specifically, the Board on the one hand and management on the other. In the typical governance engagement, there will be moments where the interests of the Board and the interests of management are fully aligned, and there may be moments where those interests diverge. Both firms should be sensitive to these dynamics and should flag promptly any situation in which a divergence of interests appears to be emerging.

If a conflict arises between the interests of the Board (as advised by Calderwood & Harkness) and the interests of management (as advised by Ashworth Velmoran), the matter will be escalated immediately to Dame Elspeth Greenvale and, as appropriate, to the full Board for resolution. Neither firm should attempt to resolve such a conflict unilaterally or through direct negotiation between the firms without Board involvement.

Finally, neither firm will seek to expand its scope into the other firm's designated areas of responsibility without prior discussion and mutual agreement, and without the approval of the appropriate client contact (Dame Elspeth Greenvale for Board-level scope changes; Nadine Khalil for management-level scope changes).

6. Billing and Cost Efficiency

The Board has expressed a reasonable expectation that the dual-counsel structure will not result in unnecessary duplication of legal fees. Both firms should take care to avoid duplicating each other's work, particularly in the overlapping areas identified in Section 3 of this letter.

Where joint work is required — for example, on proxy statement content or the DGCL § 220 response — the firms should agree in advance on the division of labor to minimize redundant hours. I would propose that the division of responsibility be documented briefly in an email or on the weekly coordination call, so that there is a clear record of which firm is handling which task.

For reference, the Calderwood & Harkness billing rates applicable to this engagement are as follows:

Ashworth Velmoran's billing arrangements are separately governed by the terms of your firm's existing engagement with AGMG, and I do not presume to have visibility into those terms. However, both firms should provide Nadine Khalil with regular billing updates — I would suggest no less frequently than monthly — to facilitate cost management and to enable the Company to monitor the aggregate cost of the dual-counsel structure.

7. Confidentiality

All information shared between the firms in connection with this matter is subject to the protections of the attorney-client privilege and the attorney work product doctrine. Both firms have an obligation to maintain the confidentiality of all information received in connection with their respective engagements, including information shared between the firms pursuant to this coordination protocol.

Both firms should maintain strict confidentiality regarding the dual-counsel arrangement itself, the substance of any strategic advice provided to the Board or to management, and the Board's deliberations on all matters within the scope of this protocol. This obligation extends to all partners, associates, professional staff, and support personnel at both firms who have access to information relating to this engagement.

I would highlight several areas of particular sensitivity that warrant heightened confidentiality protections:

• CEO search candidate evaluations, including the identities of candidates under consideration, the results of reference checks and background investigations, and the Board's assessment of individual candidates;

• Defensive measure analyses, including any analysis of the advisability of a shareholder rights plan or other defensive measures, the Board's deliberations regarding such measures, and the legal advice provided to the Board in connection with such deliberations;

• Settlement negotiations with Corvus Peak, including the terms of any offers or counteroffers, the Board's assessment of Corvus Peak's negotiating positions, and the legal advice provided to the Board in connection with settlement strategy; and

• Any potential strategic alternatives discussions, including the identities of potential counterparties, the terms of any indications of interest, and the Board's assessment of strategic options.

Additionally, joint interest privilege may apply to certain communications between the firms where both are advising the same client (albeit different constituencies within the client) on matters of shared interest. Both firms should document the basis for any privilege assertion, and should take care to structure their communications so as to preserve the applicability of the joint interest privilege. If either firm has any doubt as to whether a particular communication is or should be privileged, the issue should be raised promptly with the other firm and, if necessary, with the Board.

8. Duration and Modification

This coordination protocol is effective as of March 19, 2024, and will remain in effect for the duration of both firms' concurrent engagements with AGMG. If either firm's engagement terminates or if the scope of either engagement changes materially, this protocol should be revisited and revised as appropriate.

Either firm may propose modifications to this protocol at any time by providing written notice to the other firm and to Nadine Khalil. Proposed modifications should be discussed in good faith, and any agreed-upon modifications should be documented in writing.

The Board reserves the right to modify the scope of either firm's engagement, or the terms of this coordination protocol, at any time, with or without the consent of either firm. Any such modification directed by the Board will supersede the terms of this protocol to the extent of any inconsistency.

Martin, I am confident that the framework set forth in this letter will enable both of our firms to serve AGMG effectively and efficiently during this challenging period. The Company is fortunate to have the benefit of Ashworth Velmoran's deep institutional knowledge and your personal commitment to the relationship, and I am hopeful that the addition of independent governance counsel will strengthen the Board's position rather than complicate the advisory structure.

I am available at any time to discuss this protocol with you, and I welcome any questions, comments, or suggested modifications you may have. Please do not hesitate to contact me directly at (212) 558-4127 or at nbower@calderwoodharkness.com.

I would be grateful if you would confirm your agreement with the terms of this protocol by counter-signing a copy of this letter and returning it to me, or alternatively by responding via email to confirm your agreement. If there are provisions that you believe should be revised, I am happy to discuss.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Nathaniel Bower Partner Calderwood & Harkness LLP 787 Seventh Avenue New York, NY 10019 Direct: (212) 558-4127

Email: nbower@calderwoodharkness.com

ACKNOWLEDGED AND AGREED:

ASHWORTH VELMORAN LLP

By: ________

Name: Martin Cho

Title: Head of Public Company Advisory

Date: ________

cc: Dame Elspeth Greenvale, Independent Non-Executive Chair, Aurelius Global Media Group PLC Nadine Khalil, General Counsel & Corporate Secretary, Aurelius Global Media Group PLC Colette Whitman, Partner, Calderwood & Harkness LLP

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

PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT PRIVILEGED ATTORNEY WORK PRODUCT
CALDERWOOD & HARKNESS LLP 787 Seventh Avenue New York, NY 10019
Telephone: (212) 558-4000 Facsimile: (212) 558-3588
Nathaniel Bower Partner Direct: (212) 558-4127
Email: nbower@calderwoodharkness.com
March 19, 2024
VIA EMAIL (mcho@ashworthkirkland.com) WITH HARD COPY TO FOLLOW
Martin Cho, Esq. Head of Public Company Advisory Ashworth Velmoran LLP One Liberty Plaza New York, NY 10006
Re: Aurelius Global Media Group PLC — Coordination Protocol Between Board Governance Counsel and Standing Outside Counsel
Matter No.: 1017-00002
Dear Martin,
I write to you in connection with the recent engagement of Calderwood & Harkness LLP ("Calderwood & Harkness" or "C&H") by the Board of Directors (the "Board") of Aurelius Global Media Group PLC ("AGMG" or the "Company") as independent governance counsel. As you are aware, our engagement was formalized pursuant to an engagement letter dated March 12, 2024, executed by Dame Elspeth Greenvale in her capacity as Independent Non-Executive Chair of the Board.
I want to begin by acknowledging and expressing respect for the long-standing and well-established relationship between Ashworth Velmoran LLP ("Ashworth Velmoran" or "AK") and AGMG. Your firm has served as the Company's standing outside counsel for general corporate and M&A matters since 2015, and the depth and quality of that relationship with AGMG management is both recognized and valued by the Board. Our engagement is not intended to, nor should it be understood to, diminish or supplant Ashworth Velmoran's critical role as the Company's trusted corporate advisor. Rather, it reflects the Board's considered judgment that the current circumstances warrant the retention of separate, independent governance counsel to advise the Board on a discrete and well-defined set of matters.
The purpose of this letter is to establish a clear and workable coordination framework between our respective firms. The objectives of this protocol are threefold: first, to ensure that both firms provide efficient, non-duplicative service to AGMG; second, to delineate the respective roles and responsibilities of each firm with specificity, so that there is no ambiguity as to which firm is responsible for which matters; and third, to address the potential conflict-of-interest sensitivities that naturally arise from a dual-counsel structure, particularly in the context of an activist campaign and a CEO succession. I believe that if we establish clear ground rules at the outset, we will be well-positioned to collaborate effectively and serve the Company's interests during what is undoubtedly a challenging and dynamic period.
I have organized this letter into several sections for ease of reference. I would be grateful if you would review the proposed framework carefully and confirm your agreement with the terms set forth herein, either by counter-signing a copy of this letter or by responding in writing via email.
1. Background and Context
To ensure that we are operating from a shared understanding, I will briefly recite the key events that have given rise to the current engagement structure.
As you know, Corvus Peak Capital Partners LP ("Corvus Peak"), an activist hedge fund, has launched an aggressive campaign seeking representation on the AGMG Board. Corvus Peak initially disclosed its position in the Company by filing a Schedule 13D with the Securities and Exchange Commission (the "SEC") on January 18, 2024, at which time it reported beneficial ownership of approximately 6.1% of AGMG's outstanding common shares. On February 26, 2024, Corvus Peak filed an amended Schedule 13D/A disclosing that it had increased its stake to approximately 8.7% of the Company's outstanding common shares, representing approximately 35,896,200 shares out of approximately 412,600,000 shares outstanding. This represents a significant and rapidly accumulated position, and the trajectory of Corvus Peak's share accumulation suggests that further increases are possible.
On March 1, 2024, Corvus Peak submitted formal director nominations to the Company within the advance notice window prescribed by AGMG's bylaws (February 10 through March 11, 2024). Corvus Peak has nominated three individuals for election at the 2024 Annual General Meeting: Malcolm Trask, Vanessa Loring, and Dr. Raymond Chu. Each of these nominees appears to have been carefully selected to complement Corvus Peak's public messaging regarding strategic and operational underperformance at the Company. The nomination letter, which I understand was addressed to Nadine Khalil in her capacity as Corporate Secretary, has been reviewed by our team, and I will discuss our preliminary advance notice bylaw compliance analysis with you separately.
In a related but independent development, Marcus Vane resigned as Chief Executive Officer of the Company effective March 8, 2024. The Board designated Priya Nair-Whitfield, the Company's Chief Operating Officer, as Interim CEO to ensure continuity of leadership while the Board undertakes a permanent CEO search. The circumstances and timing of Mr. Vane's departure, coming as they did in the midst of Corvus Peak's campaign, have understandably heightened both public and investor scrutiny of the Company's governance posture.
On March 18, 2024, the Board established a Special Committee of independent directors to oversee both the CEO succession process and the Board's response to the Corvus Peak activist campaign. The Special Committee is comprised of Tobias Kessler (Chair), Lucinda Farrow-Grant, and Dr. Anwen Llewellyn. Each of these directors satisfies the applicable independence standards under both NYSE listing rules and the Company's own governance guidelines.
Against this backdrop, the Board determined that independent governance counsel was needed to advise on fiduciary duties, the CEO succession process, and the proxy contest, separate and apart from the Company's standing outside counsel. This determination was driven by several considerations. Among them, I will note candidly, was Corvus Peak's public characterization of Ashworth Velmoran as "management-aligned" counsel — a characterization that appeared in Corvus Peak's investor presentation dated February 14, 2024, and has been repeated in subsequent public communications. While the Board does not endorse this characterization, the Board prudently concluded that retaining independent governance counsel would insulate its governance decisions from any perception of management influence and would strengthen the Board's defensive posture by demonstrating that it is receiving independent advice on matters where the interests of the Board and the interests of management may not be perfectly aligned. This is consistent with recognized best practices in the context of activist engagements and proxy contests.
2. Scope of Respective Engagements
To ensure clarity and avoid overlap, I set forth below the scope of each firm's engagement as currently defined.
2.1 Calderwood & Harkness LLP — Independent Board Governance Counsel
The scope of Calderwood & Harkness's engagement is defined by the engagement letter dated March 12, 2024, which was addressed to Dame Elspeth Greenvale in her capacity as Independent Non-Executive Chair. The primary areas of responsibility assigned to our firm include the following:
(a) Fiduciary Duty Analysis. Advising the Board and the Special Committee on the fiduciary duties of the directors in connection with the CEO succession process, including duties of care and loyalty under Delaware law, as well as enhanced scrutiny standards that may be applicable depending on the nature and timing of the Board's actions.
(b) CEO Succession — Special Committee Advisory. Advising the Special Committee on the CEO search process, including the development of evaluation frameworks, interview protocols, reference check procedures, and documentation standards designed to ensure that the process satisfies fiduciary standards and can withstand judicial scrutiny if challenged.
(c) Activist Campaign Analysis. Providing independent analysis of the Corvus Peak activist campaign, including the development of proxy contest defense strategy, assessment of Corvus Peak's stated objectives and likely negotiating positions, and advice on the Board's optimal response posture.
(d) Advance Notice Bylaw Compliance. Reviewing Corvus Peak's director nominations for compliance with the advance notice provisions of the Company's bylaws, including the timeliness of the nomination, the sufficiency of the information provided regarding the nominees, and any deficiency or defect that may provide a basis for rejecting or challenging the nominations.
(e) Defensive Measures. Assessing the availability, advisability, and legal defensibility of defensive measures, including but not limited to the adoption of a shareholder rights plan (commonly referred to as a "poison pill"), under the Unocal Corp. v. Mesa Petroleum Co. and Unitrin, Inc. v. American General Corp. analytical framework.
(f) DGCL § 220 Books-and-Records Demand. Leading the Company's response to Corvus Peak's demand to inspect books and records under Section 220 of the Delaware General Corporation Law, dated March 22, 2024, including the evaluation of proper purpose, the identification of responsive documents, the assertion of applicable privileges, and the preparation of a privilege log.
(g) Settlement Analysis and Negotiation. Developing and advising on settlement analysis and negotiation strategy with Corvus Peak, including the evaluation of potential settlement terms such as board representation, governance concessions, and standstill provisions.
(h) UK Regulatory Overlay. Analyzing the UK regulatory implications of the activist campaign and the Board's response, including the Company's obligations under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules (DTR 5) as they apply to AGMG in its capacity as a dual-listed company traded on both the New York Stock Exchange (ticker: AGMG) and the London Stock Exchange (ticker: AGMG.L).
(i) D&O Insurance Analysis. Reviewing the Company's directors' and officers' liability insurance program, currently provided under the Helmsley Indemnity Corp. policy number HIC-DOL-2024-009347, to ensure adequate coverage for the Board in connection with the activist campaign, the CEO succession, and any related litigation or regulatory proceedings.
Calderwood & Harkness reports directly to the Board, through the Chair (Dame Elspeth Greenvale), and to the Special Committee (through Tobias Kessler as Chair). For the avoidance of doubt, Calderwood & Harkness does not report to, and does not take direction from, AGMG management. This reporting structure is fundamental to the independent governance counsel mandate and is a necessary predicate for the Board's ability to demonstrate that it has received independent advice.
Our engagement team consists of the following individuals: Nathaniel Bower (Responsible Partner), Colette Whitman (Billing Partner), Audrey Zhou (Lead Associate), and Brendan Walsh (Working Associate). Additional attorneys or professional staff may be added to the engagement team as circumstances warrant, with notice to the Board.
2.2 Ashworth Velmoran LLP — Standing Outside Counsel
Ashworth Velmoran's scope of engagement encompasses the ongoing general corporate advisory, SEC reporting and compliance, M&A and transactional matters, and routine corporate housekeeping work that your firm has historically performed for the Company. Specifically, the areas in which Ashworth Velmoran should continue to take the lead include the following:
(a) SEC Periodic Reporting. Preparation, review, and filing of the Company's SEC periodic reports, including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, as well as related disclosure analysis and compliance with Regulation S-K and Regulation S-X requirements.
(b) Proxy Statement Preparation and Filing Mechanics. Leading the preparation and filing of the Company's proxy statement for the 2024 Annual General Meeting, including the preliminary proxy statement filed on April 5, 2024, and the preparation and filing of the definitive proxy statement in due course. This includes coordination of the printing, mailing, and distribution process, as well as compliance with SEC proxy rules under Regulation 14A.
(c) Corporate Secretary Support. Providing corporate secretary support to Nadine Khalil in her capacity as General Counsel and Corporate Secretary, including the preparation of Board and committee meeting materials, minutes, resolutions, and corporate governance documentation.
(d) Ongoing Commercial and Operational Matters. Continuing to advise on ongoing commercial contracts, licensing agreements, and operational legal matters that arise in the ordinary course of the Company's business.
(e) Auditor Coordination. Coordinating with Glenmore & Partners LLP, the Company's independent auditor (engagement partner: Keith Redmond), on financial reporting matters, audit committee communications, and related disclosure obligations.
(f) Transfer Agent Coordination. Managing the relationship with Atlas Shareholder Services Inc., the Company's transfer agent, including matters related to share transfers, record date determinations, and shareholder list management in connection with the upcoming Annual General Meeting.
Ashworth Velmoran reports to AGMG management, specifically to Nadine Khalil (General Counsel and Corporate Secretary) and Garrett Voss (Chief Financial Officer). Martin Cho serves as the lead engagement partner for the Ashworth Velmoran relationship.
3. Areas Requiring Coordinated Effort
Certain workstreams will necessarily require collaboration and coordination between our two firms. In these areas, it is particularly important that we establish clear protocols to ensure that our respective contributions are complementary rather than duplicative, and that the client receives consistent and coherent advice. I address each of the key overlapping workstreams below.
3.1 Proxy Statement Content
As noted above, Ashworth Velmoran will lead the preparation of the proxy statement, including the drafting of the disclosure, the management of the SEC review process, and the filing mechanics. However, given that the proxy statement will include significant governance-related disclosures, Calderwood & Harkness will need to review and provide input on several discrete areas of the proxy statement, including:
•  Governance-related disclosures, including descriptions of the Board's governance structure, committee composition, and director independence determinations;
•  Director qualifications and biographical information for both the Company's nominees and the Corvus Peak nominees, to the extent included in the Company's proxy materials;
•  The Board's response to Corvus Peak's campaign, including any "reasons to vote for the Board's nominees" or similar advocacy sections;
•  Disclosures relating to the CEO succession process, including any description of the Board's search process, the role of the Special Committee, and the use of an executive search firm; and
•  Risk factor or cautionary disclosures relating to the activist campaign and the potential impact on the Company's strategic direction.
To facilitate this process, Calderwood & Harkness should receive all proxy statement drafts at the same time they are circulated to the client, and should be given a reasonable opportunity (not less than two business days, unless exigent circumstances require a shorter turnaround) to review and comment on governance-sensitive content before the draft is finalized or filed with the SEC. Calderwood & Harkness will review all proxy statement drafts for consistency with the fiduciary advice given to the Board and will flag any disclosures that, in our judgment, create risk from a governance or fiduciary perspective.
3.2 Corvus Peak Communications and Negotiations
Calderwood & Harkness will take the lead on all substantive engagement with Corvus Peak and its counsel, Blackthorn Howell & Crane LLP ("BHC"). The lead partner at BHC is Dominic Sayer, and the lead associate is Kathleen Bryce; their offices are located at 1301 Avenue of the Americas, New York, NY 10019. All strategic and substantive communications with Corvus Peak and BHC — including settlement discussions, negotiation of any potential cooperation agreement or standstill, and responses to activist demands or proposals — will be managed by Calderwood & Harkness on behalf of the Board.
Ashworth Velmoran should refrain from engaging in direct communications with Corvus Peak or BHC regarding the proxy contest, the CEO succession, or any other matter within Calderwood & Harkness's designated scope, without prior coordination with and approval from Calderwood & Harkness. This protocol is essential to ensure that the Company speaks with one voice to the activist and its representatives, and to avoid the risk of inconsistent or unauthorized communications that could undermine the Board's negotiating position.
There is one limited exception to this protocol: routine SEC-related communications with Corvus Peak or BHC — for example, procedural filing matters, questions relating to proxy solicitation mechanics, or similar administrative inquiries — may proceed through Ashworth Velmoran without prior clearance from Calderwood & Harkness. However, if any such communication takes a substantive turn or touches upon strategy, settlement, or board composition, the communication should be paused and referred to Calderwood & Harkness.
3.3 Proxy Solicitor Coordination
AGMG management engaged Citrine Advisory Group Inc. ("Citrine") on February 28, 2024, to serve as the Company's proxy solicitation and defense advisor. The engagement is led by Sandra Eriksson, Managing Director at Citrine. Citrine will play a significant role in shareholder outreach, vote tracking, and messaging strategy in connection with the proxy contest.
Calderwood & Harkness will coordinate directly with Citrine on the strategic messaging to shareholders regarding the activist contest, including the development and approval of talking points, investor presentations, and letter-to-shareholder drafts. Calderwood & Harkness will have final approval authority over all strategic messaging to shareholders relating to the activist contest and the Board's response, to ensure consistency with the Board's fiduciary posture and governance strategy.
Ashworth Velmoran will handle logistical coordination with Citrine on mailing, filing, distribution mechanics, and compliance with SEC proxy solicitation rules. This division of labor — strategy to Calderwood & Harkness, logistics to Ashworth Velmoran — should enable both firms to contribute their respective expertise without duplication.
3.4 DGCL § 220 Books-and-Records Demand
As noted above, Corvus Peak submitted a demand to inspect the Company's books and records pursuant to Section 220 of the Delaware General Corporation Law on March 22, 2024. Calderwood & Harkness will lead the Company's response to this demand, including the analysis of whether Corvus Peak has established a proper purpose for the inspection, the determination of the scope of documents that may be responsive, and the preparation of any formal response or objection.
Ashworth Velmoran's assistance will be needed in connection with document collection and the identification of potentially responsive materials. I would ask that your team work with Nadine Khalil to compile and organize the relevant categories of documents that may fall within the scope of Corvus Peak's demand. Once these materials have been assembled, Calderwood & Harkness will review them, make all privilege determinations, and prepare the privilege log. All decisions regarding the scope and content of any document production will be made by Calderwood & Harkness in consultation with the Board. No documents should be produced to Corvus Peak or BHC without Calderwood & Harkness's prior review and approval.
3.5 Executive Search Coordination
The Nominating and Governance Committee retained Hargrove Tate Partners LLC ("Hargrove Tate") on March 15, 2024, to conduct the executive search for a permanent CEO. The engagement is led by Christine Aldridge, a partner at Hargrove Tate who specializes in media and entertainment sector executive placements.
Calderwood & Harkness will provide governance and fiduciary advice to the Special Committee and the Board throughout the search process. This includes advising on the structure and documentation of the search process, the establishment of candidate evaluation criteria, the confidentiality and information-sharing protocols applicable to the search, and the fiduciary considerations that should inform the Board's ultimate selection decision.
Ashworth Velmoran may be called upon to assist with the drafting of the employment agreement and the structuring of the compensation package for the eventual CEO appointee. In this connection, Ashworth Velmoran would work in coordination with Brackenridge Howard Associates Inc. ("Brackenridge Howard"), the independent compensation consultant retained by the Compensation Committee (lead consultant: Miriam Estabrook), to ensure that the compensation terms are consistent with peer benchmarking data and the Company's existing compensation philosophy.
Calderwood & Harkness will have input on any process decisions relating to the CEO search to ensure fiduciary compliance, including decisions regarding the expansion or narrowing of the candidate pool, the use of external advisors, and the timing of the Board's ultimate selection. The goal is to ensure that the search process, in its entirety, can withstand any subsequent challenge — whether from Corvus Peak, dissident shareholders, or any other party — on fiduciary duty grounds.
3.6 Potential Strategic Alternatives
I raise this topic with appropriate circumspection, as the Board's deliberations on this subject are at a preliminary stage. If the Board elects to explore strategic alternatives as a potential defensive measure or as an independent strategic initiative, Calderwood & Harkness will advise on the fiduciary framework applicable to any such exploration, including the application of Revlon duties if a change of control or break-up transaction is contemplated.
If an M&A or sale process is initiated, Ashworth Velmoran would be expected to serve as transactional counsel, given your firm's deep institutional knowledge of the Company's corporate structure, commercial arrangements, and regulatory posture. Calderwood & Harkness would provide governance overlay advice, ensuring that the Board's process and decision-making satisfy applicable fiduciary standards.
In the event that a strategic alternatives process is launched, the firms will need to establish information barrier and confidentiality protocols jointly to ensure that commercially sensitive transaction information is handled appropriately and that the integrity of the Board's deliberative process is preserved. I would propose that we address these protocols in a separate written agreement at the appropriate time, should the need arise.
4. Communication Protocols
Effective coordination requires clear communication channels and established routines. I propose the following communication protocols for the duration of our concurrent engagements.
4.1 Primary Points of Contact
The primary points of contact for each firm and for the client are as follows:
Calderwood & Harkness LLP:
•  Partner-level: Nathaniel Bower (nbower@calderwoodharkness.com; direct: (212) 558-4127)
•  Day-to-day associate-level: Audrey Zhou (azhou@calderwoodharkness.com; direct: (212) 558-4293)
Ashworth Velmoran LLP:
•  Partner-level: Martin Cho (mcho@ashworthkirkland.com)
Client-side:
•  Nadine Khalil, General Counsel and Corporate Secretary, serves as the primary client contact for both firms on day-to-day matters
•  Dame Elspeth Greenvale, Independent Non-Executive Chair, serves as the primary contact for Board-level matters directed to Calderwood & Harkness, including communications from the Special Committee through Tobias Kessler
4.2 Information Sharing
Both firms will share work product relevant to overlapping workstreams on a need-to-know basis, consistent with the principles described in this protocol. However, there are important boundaries that both firms must respect.
Sensitive Board-level governance advice from Calderwood & Harkness — including, without limitation, fiduciary duty analyses, defensive measure recommendations, settlement strategy memoranda, and assessments of the Board's legal exposure — will be shared with Ashworth Velmoran only to the extent specifically directed by the Board or by Dame Elspeth Greenvale on behalf of the Board. This is a critical feature of the independent governance counsel mandate. The Board has engaged Calderwood & Harkness precisely because it needs to receive advice that is independent of management influence. To preserve that independence, certain categories of advice will be provided exclusively to the Board and the Special Committee and will not be shared with management or with management-aligned counsel unless the Board determines that sharing is appropriate and necessary.
I recognize that this may occasionally create practical friction, particularly in areas where our work overlaps. I am committed to minimizing that friction to the greatest extent possible, consistent with our obligations to the Board. Where Calderwood & Harkness's advice touches upon matters within Ashworth Velmoran's scope — for example, where our fiduciary analysis has implications for proxy statement disclosure — we will endeavor to communicate the relevant conclusions and guidance to your team in a manner that enables Ashworth Velmoran to perform its work effectively, even if the full underlying analysis cannot be shared.
All shared communications between the firms should be clearly marked as "PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGE / ATTORNEY WORK PRODUCT" to preserve applicable protections.
4.3 Joint Calls and Meetings
I propose that we establish a standing weekly coordination call between the two of us (or our respective designees) to review the status of all active workstreams, identify any emerging issues, prevent duplication of effort, and address any coordination questions. I would suggest that this call take place on Mondays at 9:00 a.m. Eastern, though I am open to an alternative time if that does not suit your schedule.
In addition, both firms may attend Board meetings, Special Committee meetings, or other committee meetings as directed by Dame Elspeth Greenvale or Tobias Kessler. Attendance at such meetings will be at the discretion of the Board or the applicable committee, and neither firm should attend without invitation.
4.4 Written Correspondence
External written correspondence with adverse parties — including Corvus Peak, BHC, and Falconer Strauss LLC — will be routed through Calderwood & Harkness unless otherwise agreed between the firms. This includes demand letters, response letters, negotiation correspondence, and any communications that bear on the substance of the activist campaign or the CEO succession.
SEC filings, including proxy statements, periodic reports, and current reports, will be routed through Ashworth Velmoran, consistent with your firm's lead role on SEC reporting and compliance. Calderwood & Harkness will review governance-sensitive content in SEC filings prior to submission, as described in Section 3.1 above.
5. Conflict Avoidance
The dual-counsel structure in place for AGMG is a recognized and accepted practice in the context of activist campaigns and governance-sensitive situations. Its purpose is not to create an adversarial dynamic between the two firms, but to ensure that the Board receives the independent advice it needs while the Company continues to benefit from Ashworth Velmoran's institutional knowledge and expertise.
I want to state clearly that Ashworth Velmoran's long-standing relationship with AGMG management — a relationship that has been in place since 2015 and that has produced significant value for the Company — is valued by the Board and by our firm. No aspersion is cast upon that relationship. The Board has simply determined, as a matter of sound governance practice, that on matters relating to the activist campaign and the CEO succession, it is appropriate for the Board to receive advice from counsel that is independent of management and that reports exclusively to the Board.
That said, both firms should remain alert to situations in which our respective advisory roles may create tension or generate conflicting advice to different constituencies within AGMG — specifically, the Board on the one hand and management on the other. In the typical governance engagement, there will be moments where the interests of the Board and the interests of management are fully aligned, and there may be moments where those interests diverge. Both firms should be sensitive to these dynamics and should flag promptly any situation in which a divergence of interests appears to be emerging.
If a conflict arises between the interests of the Board (as advised by Calderwood & Harkness) and the interests of management (as advised by Ashworth Velmoran), the matter will be escalated immediately to Dame Elspeth Greenvale and, as appropriate, to the full Board for resolution. Neither firm should attempt to resolve such a conflict unilaterally or through direct negotiation between the firms without Board involvement.
Finally, neither firm will seek to expand its scope into the other firm's designated areas of responsibility without prior discussion and mutual agreement, and without the approval of the appropriate client contact (Dame Elspeth Greenvale for Board-level scope changes; Nadine Khalil for management-level scope changes).
6. Billing and Cost Efficiency
The Board has expressed a reasonable expectation that the dual-counsel structure will not result in unnecessary duplication of legal fees. Both firms should take care to avoid duplicating each other's work, particularly in the overlapping areas identified in Section 3 of this letter.
Where joint work is required — for example, on proxy statement content or the DGCL § 220 response — the firms should agree in advance on the division of labor to minimize redundant hours. I would propose that the division of responsibility be documented briefly in an email or on the weekly coordination call, so that there is a clear record of which firm is handling which task.
For reference, the Calderwood & Harkness billing rates applicable to this engagement are as follows:
Ashworth Velmoran's billing arrangements are separately governed by the terms of your firm's existing engagement with AGMG, and I do not presume to have visibility into those terms. However, both firms should provide Nadine Khalil with regular billing updates — I would suggest no less frequently than monthly — to facilitate cost management and to enable the Company to monitor the aggregate cost of the dual-counsel structure.
7. Confidentiality
All information shared between the firms in connection with this matter is subject to the protections of the attorney-client privilege and the attorney work product doctrine. Both firms have an obligation to maintain the confidentiality of all information received in connection with their respective engagements, including information shared between the firms pursuant to this coordination protocol.
Both firms should maintain strict confidentiality regarding the dual-counsel arrangement itself, the substance of any strategic advice provided to the Board or to management, and the Board's deliberations on all matters within the scope of this protocol. This obligation extends to all partners, associates, professional staff, and support personnel at both firms who have access to information relating to this engagement.
I would highlight several areas of particular sensitivity that warrant heightened confidentiality protections:
•  CEO search candidate evaluations, including the identities of candidates under consideration, the results of reference checks and background investigations, and the Board's assessment of individual candidates;
•  Defensive measure analyses, including any analysis of the advisability of a shareholder rights plan or other defensive measures, the Board's deliberations regarding such measures, and the legal advice provided to the Board in connection with such deliberations;
•  Settlement negotiations with Corvus Peak, including the terms of any offers or counteroffers, the Board's assessment of Corvus Peak's negotiating positions, and the legal advice provided to the Board in connection with settlement strategy; and
•  Any potential strategic alternatives discussions, including the identities of potential counterparties, the terms of any indications of interest, and the Board's assessment of strategic options.
Additionally, joint interest privilege may apply to certain communications between the firms where both are advising the same client (albeit different constituencies within the client) on matters of shared interest. Both firms should document the basis for any privilege assertion, and should take care to structure their communications so as to preserve the applicability of the joint interest privilege. If either firm has any doubt as to whether a particular communication is or should be privileged, the issue should be raised promptly with the other firm and, if necessary, with the Board.
8. Duration and Modification
This coordination protocol is effective as of March 19, 2024, and will remain in effect for the duration of both firms' concurrent engagements with AGMG. If either firm's engagement terminates or if the scope of either engagement changes materially, this protocol should be revisited and revised as appropriate.
Either firm may propose modifications to this protocol at any time by providing written notice to the other firm and to Nadine Khalil. Proposed modifications should be discussed in good faith, and any agreed-upon modifications should be documented in writing.
The Board reserves the right to modify the scope of either firm's engagement, or the terms of this coordination protocol, at any time, with or without the consent of either firm. Any such modification directed by the Board will supersede the terms of this protocol to the extent of any inconsistency.
Martin, I am confident that the framework set forth in this letter will enable both of our firms to serve AGMG effectively and efficiently during this challenging period. The Company is fortunate to have the benefit of Ashworth Velmoran's deep institutional knowledge and your personal commitment to the relationship, and I am hopeful that the addition of independent governance counsel will strengthen the Board's position rather than complicate the advisory structure.
I am available at any time to discuss this protocol with you, and I welcome any questions, comments, or suggested modifications you may have. Please do not hesitate to contact me directly at (212) 558-4127 or at nbower@calderwoodharkness.com.
I would be grateful if you would confirm your agreement with the terms of this protocol by counter-signing a copy of this letter and returning it to me, or alternatively by responding via email to confirm your agreement. If there are provisions that you believe should be revised, I am happy to discuss.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Nathaniel Bower Partner Calderwood & Harkness LLP 787 Seventh Avenue New York, NY 10019 Direct: (212) 558-4127
Email: nbower@calderwoodharkness.com
ACKNOWLEDGED AND AGREED:
ASHWORTH VELMORAN LLP
By: ________
Name: Martin Cho
Title: Head of Public Company Advisory
Date: ________
cc: Dame Elspeth Greenvale, Independent Non-Executive Chair, Aurelius Global Media Group PLC Nadine Khalil, General Counsel & Corporate Secretary, Aurelius Global Media Group PLC Colette Whitman, Partner, Calderwood & Harkness LLP
Timekeeper | Role | Hourly Rate
Nathaniel Bower | Responsible Partner | $1,750
Colette Whitman | Billing Partner | $1,625
Audrey Zhou | Lead Associate | $985
Brendan Walsh | Working Associate | $725

PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT PRIVILEGED ATTORNEY WORK PRODUCT

CALDERWOOD & HARKNESS LLP

ACKNOWLEDGED AND AGREED:

ASHWORTH VELMORAN LLP

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