CONFIDENTIAL
CALDERWOOD & HARKNESS LLP 787 Seventh Avenue New York, NY 10019
London Office: 25 Bishopsgate London EC2N 3AR, United Kingdom
Telephone: +1 (212) 558-4000 Facsimile: +1 (212) 558-3588 www.calderwoodharkness.com
June 14, 2024
VIA EMAIL AND FIRST-CLASS POST
Dame Elspeth Greenvale Independent Non-Executive Chair Board of Directors Aurelius Global Media Group PLC 14 Sceptre Row London EC2V 7QN United Kingdom
Re: Matter No. 1017-00002 — Quarterly Retainer Replenishment Acknowledgment
Dear Dame Elspeth,
I am writing on behalf of Calderwood & Harkness LLP to acknowledge and confirm receipt of the quarterly retainer replenishment in the amount of $75,000.00 (seventy-five thousand United States dollars) from Aurelius Global Media Group PLC. This payment was received by the firm on or about June 14, 2024, via wire transfer to our designated client trust account. The retainer replenishment is made pursuant to, and governed by, the terms of the engagement letter dated March 12, 2024, between Calderwood & Harkness LLP and the Board of Directors of Aurelius Global Media Group PLC (the "Engagement Letter"), under Matter No. 1017-00002. As you are aware, the retainer established under the Engagement Letter is structured as an evergreen retainer, replenished on a quarterly basis in accordance with Section 4(b) of the Engagement Letter, and this payment represents the first such quarterly replenishment following the initial funding of the retainer.
The retainer funds will continue to be held in Calderwood & Harkness's Interest on Lawyer Trust Account ("IOLTA") client trust account, maintained at Greaves Bancorp, in accordance with applicable rules of the New York Rules of Professional Conduct, and will be applied against fees and expenses incurred in connection with the firm's ongoing engagement as independent governance counsel to the Board of Directors of Aurelius Global Media Group PLC. The scope of the engagement remains as described in the March 12, 2024 Engagement Letter, as amended by the Amended Engagement Letter dated April 22, 2024 (the "Amended Engagement Letter"), which expanded the scope of our representation to include coordination with Stonebridge Crane & Co., investment bankers to the Board, on the strategic alternatives review currently being conducted at the direction of the Board's Special Committee. Professional fees continue to be billed on an hourly basis at the rates specified in Exhibit A to the Engagement Letter, which rates are as follows: Nathaniel Bower, Partner, at $1,750 per hour; Colette Whitman, Partner, at $1,625 per hour; Audrey Zhou, Senior Associate, at $985 per hour; and Brendan Walsh, Associate, at $725 per hour. These rates remain unchanged from those set forth in the original Engagement Letter.
For your records, the initial retainer deposit of $75,000.00 was received by the firm on March 14, 2024, concurrent with the commencement of the engagement. Invoices for professional services rendered and expenses incurred during the engagement period commencing March 12, 2024 have been prepared and submitted to the office of the General Counsel on a monthly basis, and amounts due have been applied against the retainer balance and billed in accordance with the payment terms set forth in Section 5 of the Engagement Letter. A detailed accounting of all fees, disbursements, and expenses incurred to date, together with a reconciliation of the retainer balance, is available upon request and can be furnished to you, to Ms. Khalil, or to such other member of the Board or its advisors as you may designate.
I wish to confirm that all other terms and conditions of the March 12, 2024 Engagement Letter and the April 22, 2024 Amended Engagement Letter, including without limitation the provisions relating to confidentiality, conflicts of interest, document retention, and the terms governing termination of the engagement, remain in full force and effect and are unmodified by this correspondence. Calderwood & Harkness continues to serve as independent governance counsel to the Board of Directors of Aurelius Global Media Group PLC in connection with the ongoing CEO succession process, the Board's evaluation and response to the activist campaign commenced by Corvus Peak Capital Partners LP and its affiliates, and such related matters as fall within the scope of the Engagement Letter as amended. We remain fully committed to providing the Board with the highest quality of independent legal counsel throughout this engagement.
We are grateful for the Board's continued confidence in Calderwood & Harkness LLP, and we look forward to our continued work together on the important matters before the Board. Should you have any questions regarding this acknowledgment, the application of retainer funds, or the current status of the engagement, please do not hesitate to contact me directly at the number or email address listed below. I am, as always, available at your convenience.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Nathaniel Bower Partner
Direct Dial: +1 (212) 558-4127
Email: nbower@calderwoodharkness.com
cc:
Nadine Khalil, General Counsel & Corporate Secretary, Aurelius Global Media Group PLC Colette Whitman, Partner, Calderwood & Harkness LLP (internal copy)
Enclosures: None