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PRIVILEGED & CONFIDENTIAL

CALDERWOOD & HARKNESS LLP Attorneys at Law

787 Seventh Avenue New York, New York 10019

Telephone: (212) 506-7000 Facsimile: (212) 506-7001 www.calderwoodharkness.com

June 25, 2024

VIA EMAIL AND OVERNIGHT COURIER

Vanessa Loring Chair, Nominating & Governance Committee Board of Directors Aurelius Global Media Group PLC 14 Sceptre Row London EC2V 7QN United Kingdom

Re: Termination of Engagement — Matter No. 1017-00002

Dear Ms. Loring:

I. Acknowledgment of Termination Notice

I write in my capacity as Responsible Partner for the above-referenced engagement to acknowledge and respond to the Board of Directors' written notification, dated June 21, 2024, informing Calderwood & Harkness LLP that the firm's engagement as independent governance counsel to the Board of Directors of Aurelius Global Media Group PLC ("AGMG" or the "Company") is to be terminated effective July 8, 2024.

This letter serves as Calderwood & Harkness's formal confirmation of receipt and acceptance of the Board's termination notice. We understand and respect the Board's decision. The remainder of this letter sets forth the relevant engagement terms, our understanding of the transition timeline, the final deliverables we intend to prepare, and other matters incident to the orderly wind-down of this engagement.

II. Recitation of Engagement Terms

For the sake of completeness and to ensure mutual clarity with respect to the governing terms, we briefly recite the history and scope of the engagement being terminated.

Calderwood & Harkness was initially retained by the Board of Directors of AGMG pursuant to an engagement letter dated March 12, 2024 (the "Original Engagement Letter"), under which the firm was engaged as independent board governance counsel in connection with (a) the CEO succession process following the resignation of Marcus Vane and (b) the Board's response to the activist campaign undertaken by Corvus Peak Capital Partners LP and its affiliates (the "Corvus Peak Campaign"). The engagement was opened under the firm's Matter No. 1017-00002.

Subsequently, the parties entered into an amended engagement letter dated April 22, 2024 (the "Amended Engagement Letter" and, together with the Original Engagement Letter, the "Engagement Letter"), which expanded the scope of the firm's retention to include coordination with Stonebridge Crane & Co., the Company's financial advisor, in connection with the Board's review of strategic alternatives. The Amended Engagement Letter otherwise preserved the material terms and conditions of the Original Engagement Letter, including the billing arrangements and termination provisions set forth therein.

The Calderwood & Harkness engagement team for this matter has consisted of the following individuals:

• Nathaniel Bower, Partner — Responsible Partner

• Colette Whitman, Partner — Billing Partner

• Audrey Zhou, Counsel — Lead Associate

• Brendan Walsh, Associate — Working Associate

We understand that the Board's termination of this engagement is without cause, as permitted under Section 9(b) of the Engagement Letter, and we confirm that all termination provisions set forth in the Engagement Letter — including, without limitation, those pertaining to final billing, document return, confidentiality, and post-engagement obligations — will be honored by Calderwood & Harkness. We expect the same of the Board and the Company.

III. Effective Date and Cessation of Active Work

We confirm that the engagement will terminate effective as of the close of business (Eastern Time) on July 8, 2024, as specified in the Board's June 21, 2024 notice. Calderwood & Harkness will cease all active legal work on behalf of AGMG and the Board as of that date and time.

During the intervening period between the date of this letter (June 25, 2024) and the termination date (July 8, 2024), the firm will focus exclusively on the following transition-related activities:

(a) preparation and delivery of the final deliverables package described in Section IV below;

(b) organization and assembly of the client file and related engagement materials for transfer to the Board or its successor counsel; and

(c) orderly administrative wind-down of the engagement, including final time entry review, expense reconciliation, and preparation of the final invoice.

The firm will not undertake any new substantive legal analysis, prepare new memoranda of law, or initiate new work streams during this transition period absent specific written instruction from the Board or from Ms. Nadine Khalil, General Counsel & Corporate Secretary, acting on the Board's behalf. Should the Board determine that any additional substantive work is required prior to July 8, we are of course prepared to discuss the scope of such work and proceed accordingly upon the Board's written authorization.

IV. Transition Procedures and Final Deliverables

A. Final Work Product Package

To facilitate a complete and orderly transition to successor counsel, Calderwood & Harkness will prepare and deliver to the Board, on or before July 1, 2024, a comprehensive package of final deliverables (the "Final Deliverables Package"). The Final Deliverables Package will consist of the following components:

1. Transition Memorandum. A comprehensive narrative summary of all legal advice rendered by Calderwood & Harkness during the engagement period (March 12, 2024 through July 8, 2024), organized by subject matter and presented in chronological order. The Transition Memorandum will catalog all pending issues and open matters as of the termination date and will include the firm's recommendations regarding priorities, risks, and next steps for successor counsel. This memorandum is intended to serve as the primary reference document for any law firm subsequently engaged by the Board to carry forward the governance mandate.

2. Privilege Log. A final, updated privilege log listing all documents withheld from the books-and-records demand served by Corvus Peak Capital Partners LP on March 22, 2024, pursuant to Section 220 of the Delaware General Corporation Law. The privilege log will identify each withheld document by date, author, recipient(s), subject matter description, and the specific privilege basis (attorney-client privilege, attorney work product doctrine, or both) asserted for each entry. This log supersedes all prior interim privilege logs delivered during the engagement and should be treated as the definitive record for purposes of any subsequent challenge to the Company's privilege assertions.

3. Index of Work Product. A complete chronological index of all memoranda, draft board resolutions, correspondence (both external and intra-Board), presentations, and other deliverables prepared by Calderwood & Harkness during the engagement. Each entry will be identified by date, title or description, author, and intended recipient(s). The Index of Work Product is intended to serve as a comprehensive catalog of the firm's output and to facilitate successor counsel's review and retrieval of relevant materials.

4. Status Memorandum: Open and Unresolved Issues. A detailed memorandum identifying all pending matters that, in the firm's professional judgment, require attention by successor counsel following the termination of this engagement. Without limitation, the Status Memorandum will address the following matters:

(a) DGCL § 220 Books-and-Records Demand. The current status of the books-and-records demand served by Corvus Peak Capital Partners LP on March 22, 2024, including the Company's production to date, the basis for documents withheld on privilege grounds, and the risk of related litigation in the Delaware Court of Chancery should Corvus Peak elect to file an action under DGCL § 220 to compel further production. The memorandum will summarize the most recent correspondence between Calderwood & Harkness and Corvus Peak's counsel, Brennan Aldrich & Syme LLP, and will identify the principal areas of dispute regarding the scope of the demand.

(b) D&O Tail Coverage for Departing Directors. The status of directors' and officers' insurance tail coverage considerations for the three directors who have tendered or announced their intention to tender resignations from the Board — Tobias Kessler, Hugh Pemberton, and Sofia Delgado-Ríos — under the Company's primary directors' and officers' liability insurance policy issued by Helmsley Indemnity Corp. (Policy No. HIC-DOL-2024-009347). The memorandum will address the tail coverage trigger provisions, the applicable extended reporting period, and any steps the Board should consider to ensure that the departing directors are afforded the contractual and statutory indemnification protections to which they are entitled.

(c) Hargrove Tate Partners LLC Executive Search Engagement. The status of the Company's engagement of Hargrove Tate Partners LLC to conduct the CEO executive search, including the remaining fee obligations under the search firm's engagement letter. As of the date hereof, we understand that two installments of $250,000 each remain unpaid, for a total outstanding obligation of $500,000. The memorandum will address the contractual terms governing payment timing and any conditions that must be satisfied before payment becomes due, as well as the implications of the Board's potential decision to pause or restructure the search process.

(d) Stonebridge Crane & Co. Financial Advisory Engagement — Tail Fee Exposure. The status of the Company's engagement of Stonebridge Crane & Co. as financial advisor in connection with the strategic alternatives review, with particular attention to the tail fee provisions of the advisory engagement letter. Based on the firm's review, the tail fee exposure is estimated at approximately $21.6 million, calculated as 0.25% of an approximate $8.65 billion enterprise value, applicable in the event that a change-of-control transaction is consummated within the twelve-month tail period following termination of the Stonebridge advisory engagement. The memorandum will identify the precise trigger events, the valuation methodology prescribed by the advisory engagement letter, and any defenses or negotiating points available to the Board should the tail fee become payable.

(e) Continuing FCA/DTR Disclosure Obligations. As a dual-listed company whose ordinary shares are admitted to trading on the New York Stock Exchange and the London Stock Exchange Main Market, AGMG remains subject to continuing disclosure obligations under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules (the "DTR"), in addition to its obligations under the U.S. Securities Exchange Act of 1934, as amended. The memorandum will identify the principal disclosure considerations arising from the Board reconstitution, the CEO succession process, and the strategic alternatives review, and will flag upcoming filing deadlines and reporting obligations that successor counsel should monitor.

B. Client File and Document Return

Calderwood & Harkness will organize and make available to the Board, or to successor counsel upon the Board's written instruction, all client-originated documents and materials provided to the firm during the course of this engagement. This includes all Board minutes, committee materials, corporate records, financial documents, correspondence, and other materials that originated with the Company or the Board and were furnished to the firm for the purpose of rendering legal advice.

The firm will retain copies of its own internal work product, including attorney notes, internal memoranda, research files, and drafts, in accordance with Calderwood & Harkness's standard document retention policy, which imposes a seven-year retention hold on all closed engagement files. The firm's retention of such copies is without prejudice to the Board's ownership of the attorney-client privilege and does not constitute a waiver of any privilege held by the Board.

With respect to logistics, Calderwood & Harkness will coordinate directly with Ms. Nadine Khalil, General Counsel & Corporate Secretary, and with successor counsel (once identified and engaged) regarding the mechanics of document transfer. Given the sensitive and privileged nature of the engagement materials, we recommend that the transfer be conducted pursuant to a written transmittal protocol specifying the method of delivery, the individuals authorized to receive the materials, and any chain-of-custody requirements the Board may wish to impose. We are happy to propose a form of such protocol for the Board's consideration.

C. Coordination with Successor Counsel

Calderwood & Harkness stands ready to cooperate fully with any successor counsel retained by the Board, to the extent reasonably requested by the Board, in order to ensure a smooth and complete transition of the governance mandate. Such cooperation may include, but need not be limited to, telephonic or in-person briefings on the substance and status of open matters, responses to questions regarding the firm's work product, and facilitation of introductions to relevant third parties with whom the firm interacted during the engagement.

We note, however, that any post-termination cooperation rendered by Calderwood & Harkness to the Board or to successor counsel will be at the Board's expense, billed at the firm's standard hourly rates then in effect, unless otherwise agreed in writing. We believe this is consistent with both the terms of the Engagement Letter and customary practice.

Finally, we respectfully request that the Board, or Ms. Khalil on the Board's behalf, provide written identification of successor counsel at the earliest practicable date and authorize Calderwood & Harkness to communicate directly with such counsel regarding transition matters. Prompt identification of successor counsel will enable us to ensure that no gap exists in the Board's access to independent governance advice during this critical period.

V. Final Billing and Outstanding Fees

Calderwood & Harkness will prepare and submit a final invoice on or about July 8, 2024, reflecting all professional fees and disbursements incurred through the termination date. The invoice will be itemized by timekeeper and will include supporting detail regarding expenses, consistent with the billing format used throughout the engagement.

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

The $75,000 evergreen retainer, which was most recently replenished on June 14, 2024 in accordance with the replenishment provisions of the Engagement Letter, will be applied as a credit against the final invoice. Any remaining balance after application of the retainer will be due and payable within thirty (30) days of the invoice date. We respectfully request prompt payment of any outstanding balance upon receipt of the final invoice.

Calderwood & Harkness expressly reserves all rights under the Engagement Letter with respect to fees and expenses, including, without limitation, any rights to interest on overdue amounts and recovery of collection costs as provided therein.

VI. Attorney-Client Privilege and Confidentiality

We wish to underscore several important points regarding the preservation of attorney-client privilege and the confidentiality of information generated or exchanged during this engagement.

All work product prepared by Calderwood & Harkness during the engagement — including memoranda, draft resolutions, correspondence, research analyses, and other written materials — is and remains protected by the attorney-client privilege and/or the work product doctrine, as applicable. The attorney-client privilege with respect to these materials belongs to the client — that is, to the Board of Directors of AGMG — and may only be waived by affirmative action of the Board. Calderwood & Harkness cannot and will not waive the privilege on the Board's behalf.

For its part, Calderwood & Harkness will continue to treat all information obtained during the course of this engagement as confidential, in accordance with the firm's professional obligations under the New York Rules of Professional Conduct and the express confidentiality provisions set forth in the Engagement Letter. This duty of confidentiality survives the termination of the engagement.

We also take this opportunity to caution the Board that appropriate steps should be taken to ensure that privileged materials are not inadvertently disclosed to third parties during the transition process. This concern is of particular relevance in the context of any further response to Corvus Peak Capital Partners LP's DGCL § 220 books-and-records demand, where an inadvertent production of privileged documents could be argued by Corvus Peak to constitute a waiver of the privilege, notwithstanding the protections that may be afforded by Federal Rule of Evidence 502(b) or its state-law equivalents. We strongly recommend that successor counsel review the existing privilege log and any outstanding production obligations before any additional documents are released to Corvus Peak or its counsel.

Additionally, all materials delivered to the Board during the engagement that are marked "Privileged and Confidential," "Attorney-Client Privilege," "Attorney Work Product," or with similar designations should be maintained in a manner that preserves their privileged status. Such materials should be stored separately from non-privileged Board files, with access restricted to Board members, authorized officers of the Company (including Ms. Khalil in her capacity as General Counsel), and successor counsel who have been duly engaged and have acknowledged appropriate confidentiality obligations.

VII. Continuing Obligations of the Firm

Notwithstanding the termination of this engagement, Calderwood & Harkness remains bound by certain continuing professional obligations to the Board that we wish to acknowledge expressly.

First, as noted above, the firm's duty of confidentiality with respect to all information obtained during the engagement survives termination and will be observed by all members of the engagement team and by the firm as an institution.

Second, Calderwood & Harkness will not represent any party adverse to AGMG or to the Board of Directors in any matter substantially related to the subject matter of this engagement, consistent with our obligations under Rule 1.9 of the New York Rules of Professional Conduct and any analogous rules applicable in other jurisdictions in which the firm maintains offices. This obligation encompasses, without limitation, any representation of Corvus Peak Capital Partners LP, its affiliates, or any other activist investor or potential acquiror of the Company in connection with matters arising out of or related to the CEO succession, the proxy contest, or the strategic alternatives review.

Third, Calderwood & Harkness will comply with all applicable document preservation obligations. The firm will maintain its engagement files, including all electronic and hard-copy records, in accordance with its standard retention policies and any litigation hold obligations that may be in effect. In the event that the Board becomes aware of any pending or threatened litigation that may require preservation of the firm's engagement files beyond the standard retention period, we ask that the Board notify us promptly so that we may implement appropriate preservation measures.

VIII. Expression of Appreciation

On behalf of the entire Calderwood & Harkness engagement team, I wish to express our sincere appreciation for the Board's confidence in retaining the firm during what has been a complex and consequential governance matter. It was a privilege to advise the Board during a particularly challenging period for the Company — one involving the CEO succession following Marcus Vane's resignation, the proxy contest and activist campaign waged by Corvus Peak Capital Partners LP, and the attendant strategic considerations that these events have presented.

We have the highest regard for the members of the Board, for Dame Elspeth Greenvale's leadership as Non-Executive Chair, and for Ms. Khalil and her legal team, all of whom demonstrated professionalism and good judgment under considerable pressure. We wish the Board and the Company every success going forward.

IX. Closing

Should you have any questions regarding the transition procedures described in this letter, the Final Deliverables Package, or any other matter related to the wind-down of this engagement, please do not hesitate to contact me directly at the number or email address below, or to contact my partner Colette Whitman, who will also remain available to assist during the transition period.

We look forward to ensuring that the transition is as seamless and complete as possible.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Nathaniel Bower Partner

787 Seventh Avenue New York, New York 10019 Telephone: (212) 506-7244

Email: nbower@calderwoodharkness.com

cc:

Dame Elspeth Greenvale, 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

Enclosures: None. Final Deliverables Package to follow on or before July 1, 2024.

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 & CONFIDENTIAL
CALDERWOOD & HARKNESS LLP Attorneys at Law
787 Seventh Avenue New York, New York 10019
Telephone: (212) 506-7000 Facsimile: (212) 506-7001 www.calderwoodharkness.com
June 25, 2024
VIA EMAIL AND OVERNIGHT COURIER
Vanessa Loring Chair, Nominating & Governance Committee Board of Directors Aurelius Global Media Group PLC 14 Sceptre Row London EC2V 7QN United Kingdom
Re: Termination of Engagement — Matter No. 1017-00002
Dear Ms. Loring:
I. Acknowledgment of Termination Notice
I write in my capacity as Responsible Partner for the above-referenced engagement to acknowledge and respond to the Board of Directors' written notification, dated June 21, 2024, informing Calderwood & Harkness LLP that the firm's engagement as independent governance counsel to the Board of Directors of Aurelius Global Media Group PLC ("AGMG" or the "Company") is to be terminated effective July 8, 2024.
This letter serves as Calderwood & Harkness's formal confirmation of receipt and acceptance of the Board's termination notice. We understand and respect the Board's decision. The remainder of this letter sets forth the relevant engagement terms, our understanding of the transition timeline, the final deliverables we intend to prepare, and other matters incident to the orderly wind-down of this engagement.
II. Recitation of Engagement Terms
For the sake of completeness and to ensure mutual clarity with respect to the governing terms, we briefly recite the history and scope of the engagement being terminated.
Calderwood & Harkness was initially retained by the Board of Directors of AGMG pursuant to an engagement letter dated March 12, 2024 (the "Original Engagement Letter"), under which the firm was engaged as independent board governance counsel in connection with (a) the CEO succession process following the resignation of Marcus Vane and (b) the Board's response to the activist campaign undertaken by Corvus Peak Capital Partners LP and its affiliates (the "Corvus Peak Campaign"). The engagement was opened under the firm's Matter No. 1017-00002.
Subsequently, the parties entered into an amended engagement letter dated April 22, 2024 (the "Amended Engagement Letter" and, together with the Original Engagement Letter, the "Engagement Letter"), which expanded the scope of the firm's retention to include coordination with Stonebridge Crane & Co., the Company's financial advisor, in connection with the Board's review of strategic alternatives. The Amended Engagement Letter otherwise preserved the material terms and conditions of the Original Engagement Letter, including the billing arrangements and termination provisions set forth therein.
The Calderwood & Harkness engagement team for this matter has consisted of the following individuals:
• Nathaniel Bower, Partner — Responsible Partner
• Colette Whitman, Partner — Billing Partner
• Audrey Zhou, Counsel — Lead Associate
• Brendan Walsh, Associate — Working Associate
We understand that the Board's termination of this engagement is without cause, as permitted under Section 9(b) of the Engagement Letter, and we confirm that all termination provisions set forth in the Engagement Letter — including, without limitation, those pertaining to final billing, document return, confidentiality, and post-engagement obligations — will be honored by Calderwood & Harkness. We expect the same of the Board and the Company.
III. Effective Date and Cessation of Active Work
We confirm that the engagement will terminate effective as of the close of business (Eastern Time) on July 8, 2024, as specified in the Board's June 21, 2024 notice. Calderwood & Harkness will cease all active legal work on behalf of AGMG and the Board as of that date and time.
During the intervening period between the date of this letter (June 25, 2024) and the termination date (July 8, 2024), the firm will focus exclusively on the following transition-related activities:
(a) preparation and delivery of the final deliverables package described in Section IV below;
(b) organization and assembly of the client file and related engagement materials for transfer to the Board or its successor counsel; and
(c) orderly administrative wind-down of the engagement, including final time entry review, expense reconciliation, and preparation of the final invoice.
The firm will not undertake any new substantive legal analysis, prepare new memoranda of law, or initiate new work streams during this transition period absent specific written instruction from the Board or from Ms. Nadine Khalil, General Counsel & Corporate Secretary, acting on the Board's behalf. Should the Board determine that any additional substantive work is required prior to July 8, we are of course prepared to discuss the scope of such work and proceed accordingly upon the Board's written authorization.
IV. Transition Procedures and Final Deliverables
A. Final Work Product Package
To facilitate a complete and orderly transition to successor counsel, Calderwood & Harkness will prepare and deliver to the Board, on or before July 1, 2024, a comprehensive package of final deliverables (the "Final Deliverables Package"). The Final Deliverables Package will consist of the following components:
1. Transition Memorandum. A comprehensive narrative summary of all legal advice rendered by Calderwood & Harkness during the engagement period (March 12, 2024 through July 8, 2024), organized by subject matter and presented in chronological order. The Transition Memorandum will catalog all pending issues and open matters as of the termination date and will include the firm's recommendations regarding priorities, risks, and next steps for successor counsel. This memorandum is intended to serve as the primary reference document for any law firm subsequently engaged by the Board to carry forward the governance mandate.
2. Privilege Log. A final, updated privilege log listing all documents withheld from the books-and-records demand served by Corvus Peak Capital Partners LP on March 22, 2024, pursuant to Section 220 of the Delaware General Corporation Law. The privilege log will identify each withheld document by date, author, recipient(s), subject matter description, and the specific privilege basis (attorney-client privilege, attorney work product doctrine, or both) asserted for each entry. This log supersedes all prior interim privilege logs delivered during the engagement and should be treated as the definitive record for purposes of any subsequent challenge to the Company's privilege assertions.
3. Index of Work Product. A complete chronological index of all memoranda, draft board resolutions, correspondence (both external and intra-Board), presentations, and other deliverables prepared by Calderwood & Harkness during the engagement. Each entry will be identified by date, title or description, author, and intended recipient(s). The Index of Work Product is intended to serve as a comprehensive catalog of the firm's output and to facilitate successor counsel's review and retrieval of relevant materials.
4. Status Memorandum: Open and Unresolved Issues. A detailed memorandum identifying all pending matters that, in the firm's professional judgment, require attention by successor counsel following the termination of this engagement. Without limitation, the Status Memorandum will address the following matters:
(a) DGCL § 220 Books-and-Records Demand. The current status of the books-and-records demand served by Corvus Peak Capital Partners LP on March 22, 2024, including the Company's production to date, the basis for documents withheld on privilege grounds, and the risk of related litigation in the Delaware Court of Chancery should Corvus Peak elect to file an action under DGCL § 220 to compel further production. The memorandum will summarize the most recent correspondence between Calderwood & Harkness and Corvus Peak's counsel, Brennan Aldrich & Syme LLP, and will identify the principal areas of dispute regarding the scope of the demand.
(b) D&O Tail Coverage for Departing Directors. The status of directors' and officers' insurance tail coverage considerations for the three directors who have tendered or announced their intention to tender resignations from the Board — Tobias Kessler, Hugh Pemberton, and Sofia Delgado-Ríos — under the Company's primary directors' and officers' liability insurance policy issued by Helmsley Indemnity Corp. (Policy No. HIC-DOL-2024-009347). The memorandum will address the tail coverage trigger provisions, the applicable extended reporting period, and any steps the Board should consider to ensure that the departing directors are afforded the contractual and statutory indemnification protections to which they are entitled.
(c) Hargrove Tate Partners LLC Executive Search Engagement. The status of the Company's engagement of Hargrove Tate Partners LLC to conduct the CEO executive search, including the remaining fee obligations under the search firm's engagement letter. As of the date hereof, we understand that two installments of $250,000 each remain unpaid, for a total outstanding obligation of $500,000. The memorandum will address the contractual terms governing payment timing and any conditions that must be satisfied before payment becomes due, as well as the implications of the Board's potential decision to pause or restructure the search process.
(d) Stonebridge Crane & Co. Financial Advisory Engagement — Tail Fee Exposure. The status of the Company's engagement of Stonebridge Crane & Co. as financial advisor in connection with the strategic alternatives review, with particular attention to the tail fee provisions of the advisory engagement letter. Based on the firm's review, the tail fee exposure is estimated at approximately $21.6 million, calculated as 0.25% of an approximate $8.65 billion enterprise value, applicable in the event that a change-of-control transaction is consummated within the twelve-month tail period following termination of the Stonebridge advisory engagement. The memorandum will identify the precise trigger events, the valuation methodology prescribed by the advisory engagement letter, and any defenses or negotiating points available to the Board should the tail fee become payable.
(e) Continuing FCA/DTR Disclosure Obligations. As a dual-listed company whose ordinary shares are admitted to trading on the New York Stock Exchange and the London Stock Exchange Main Market, AGMG remains subject to continuing disclosure obligations under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules (the "DTR"), in addition to its obligations under the U.S. Securities Exchange Act of 1934, as amended. The memorandum will identify the principal disclosure considerations arising from the Board reconstitution, the CEO succession process, and the strategic alternatives review, and will flag upcoming filing deadlines and reporting obligations that successor counsel should monitor.
B. Client File and Document Return
Calderwood & Harkness will organize and make available to the Board, or to successor counsel upon the Board's written instruction, all client-originated documents and materials provided to the firm during the course of this engagement. This includes all Board minutes, committee materials, corporate records, financial documents, correspondence, and other materials that originated with the Company or the Board and were furnished to the firm for the purpose of rendering legal advice.
The firm will retain copies of its own internal work product, including attorney notes, internal memoranda, research files, and drafts, in accordance with Calderwood & Harkness's standard document retention policy, which imposes a seven-year retention hold on all closed engagement files. The firm's retention of such copies is without prejudice to the Board's ownership of the attorney-client privilege and does not constitute a waiver of any privilege held by the Board.
With respect to logistics, Calderwood & Harkness will coordinate directly with Ms. Nadine Khalil, General Counsel & Corporate Secretary, and with successor counsel (once identified and engaged) regarding the mechanics of document transfer. Given the sensitive and privileged nature of the engagement materials, we recommend that the transfer be conducted pursuant to a written transmittal protocol specifying the method of delivery, the individuals authorized to receive the materials, and any chain-of-custody requirements the Board may wish to impose. We are happy to propose a form of such protocol for the Board's consideration.
C. Coordination with Successor Counsel
Calderwood & Harkness stands ready to cooperate fully with any successor counsel retained by the Board, to the extent reasonably requested by the Board, in order to ensure a smooth and complete transition of the governance mandate. Such cooperation may include, but need not be limited to, telephonic or in-person briefings on the substance and status of open matters, responses to questions regarding the firm's work product, and facilitation of introductions to relevant third parties with whom the firm interacted during the engagement.
We note, however, that any post-termination cooperation rendered by Calderwood & Harkness to the Board or to successor counsel will be at the Board's expense, billed at the firm's standard hourly rates then in effect, unless otherwise agreed in writing. We believe this is consistent with both the terms of the Engagement Letter and customary practice.
Finally, we respectfully request that the Board, or Ms. Khalil on the Board's behalf, provide written identification of successor counsel at the earliest practicable date and authorize Calderwood & Harkness to communicate directly with such counsel regarding transition matters. Prompt identification of successor counsel will enable us to ensure that no gap exists in the Board's access to independent governance advice during this critical period.
V. Final Billing and Outstanding Fees
Calderwood & Harkness will prepare and submit a final invoice on or about July 8, 2024, reflecting all professional fees and disbursements incurred through the termination date. The invoice will be itemized by timekeeper and will include supporting detail regarding expenses, consistent with the billing format used throughout the engagement.
For reference, the billing rates applicable to this engagement are as follows:
The $75,000 evergreen retainer, which was most recently replenished on June 14, 2024 in accordance with the replenishment provisions of the Engagement Letter, will be applied as a credit against the final invoice. Any remaining balance after application of the retainer will be due and payable within thirty (30) days of the invoice date. We respectfully request prompt payment of any outstanding balance upon receipt of the final invoice.
Calderwood & Harkness expressly reserves all rights under the Engagement Letter with respect to fees and expenses, including, without limitation, any rights to interest on overdue amounts and recovery of collection costs as provided therein.
VI. Attorney-Client Privilege and Confidentiality
We wish to underscore several important points regarding the preservation of attorney-client privilege and the confidentiality of information generated or exchanged during this engagement.
All work product prepared by Calderwood & Harkness during the engagement — including memoranda, draft resolutions, correspondence, research analyses, and other written materials — is and remains protected by the attorney-client privilege and/or the work product doctrine, as applicable. The attorney-client privilege with respect to these materials belongs to the client — that is, to the Board of Directors of AGMG — and may only be waived by affirmative action of the Board. Calderwood & Harkness cannot and will not waive the privilege on the Board's behalf.
For its part, Calderwood & Harkness will continue to treat all information obtained during the course of this engagement as confidential, in accordance with the firm's professional obligations under the New York Rules of Professional Conduct and the express confidentiality provisions set forth in the Engagement Letter. This duty of confidentiality survives the termination of the engagement.
We also take this opportunity to caution the Board that appropriate steps should be taken to ensure that privileged materials are not inadvertently disclosed to third parties during the transition process. This concern is of particular relevance in the context of any further response to Corvus Peak Capital Partners LP's DGCL § 220 books-and-records demand, where an inadvertent production of privileged documents could be argued by Corvus Peak to constitute a waiver of the privilege, notwithstanding the protections that may be afforded by Federal Rule of Evidence 502(b) or its state-law equivalents. We strongly recommend that successor counsel review the existing privilege log and any outstanding production obligations before any additional documents are released to Corvus Peak or its counsel.
Additionally, all materials delivered to the Board during the engagement that are marked "Privileged and Confidential," "Attorney-Client Privilege," "Attorney Work Product," or with similar designations should be maintained in a manner that preserves their privileged status. Such materials should be stored separately from non-privileged Board files, with access restricted to Board members, authorized officers of the Company (including Ms. Khalil in her capacity as General Counsel), and successor counsel who have been duly engaged and have acknowledged appropriate confidentiality obligations.
VII. Continuing Obligations of the Firm
Notwithstanding the termination of this engagement, Calderwood & Harkness remains bound by certain continuing professional obligations to the Board that we wish to acknowledge expressly.
First, as noted above, the firm's duty of confidentiality with respect to all information obtained during the engagement survives termination and will be observed by all members of the engagement team and by the firm as an institution.
Second, Calderwood & Harkness will not represent any party adverse to AGMG or to the Board of Directors in any matter substantially related to the subject matter of this engagement, consistent with our obligations under Rule 1.9 of the New York Rules of Professional Conduct and any analogous rules applicable in other jurisdictions in which the firm maintains offices. This obligation encompasses, without limitation, any representation of Corvus Peak Capital Partners LP, its affiliates, or any other activist investor or potential acquiror of the Company in connection with matters arising out of or related to the CEO succession, the proxy contest, or the strategic alternatives review.
Third, Calderwood & Harkness will comply with all applicable document preservation obligations. The firm will maintain its engagement files, including all electronic and hard-copy records, in accordance with its standard retention policies and any litigation hold obligations that may be in effect. In the event that the Board becomes aware of any pending or threatened litigation that may require preservation of the firm's engagement files beyond the standard retention period, we ask that the Board notify us promptly so that we may implement appropriate preservation measures.
VIII. Expression of Appreciation
On behalf of the entire Calderwood & Harkness engagement team, I wish to express our sincere appreciation for the Board's confidence in retaining the firm during what has been a complex and consequential governance matter. It was a privilege to advise the Board during a particularly challenging period for the Company — one involving the CEO succession following Marcus Vane's resignation, the proxy contest and activist campaign waged by Corvus Peak Capital Partners LP, and the attendant strategic considerations that these events have presented.
We have the highest regard for the members of the Board, for Dame Elspeth Greenvale's leadership as Non-Executive Chair, and for Ms. Khalil and her legal team, all of whom demonstrated professionalism and good judgment under considerable pressure. We wish the Board and the Company every success going forward.
IX. Closing
Should you have any questions regarding the transition procedures described in this letter, the Final Deliverables Package, or any other matter related to the wind-down of this engagement, please do not hesitate to contact me directly at the number or email address below, or to contact my partner Colette Whitman, who will also remain available to assist during the transition period.
We look forward to ensuring that the transition is as seamless and complete as possible.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Nathaniel Bower Partner
787 Seventh Avenue New York, New York 10019 Telephone: (212) 506-7244
Email: nbower@calderwoodharkness.com
cc:
Dame Elspeth Greenvale, 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
Enclosures: None. Final Deliverables Package to follow on or before July 1, 2024.
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

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