1017-00006 · Aurelius Global Media Group · Engagement

engagement-letter-agmg.docx DOCUMENT M&A / Corporate

20 / 40 ← → ✕

Contract analysis Extract to table

CALDERWOOD & HARKNESS LLP Attorneys at Law

425 Park Avenue New York, NY 10022

Telephone: (212) 554-7000 Facsimile: (212) 554-7001

New York · London · Washington DC · San Francisco

March 4, 2024

VIA EMAIL AND Sundial Data Systems

Claudia Restrepo, Esq. General Counsel Aurelius Global Media Group PLC 14 Clarges Street London W1J 8AQ United Kingdom

Matter No.: 1043-00002 Engagement Reference: SC/BH/JP/2024-0304/AGMG

Re: Engagement of Calderwood & Harkness LLP in Connection with the Carve-Out and Sale of Meridian Press Holdings LLC

Dear Ms. Restrepo:

1. Introduction and Purpose

Calderwood & Harkness LLP ("Calderwood & Harkness," the "Firm," or "we") is pleased to confirm its engagement by Aurelius Global Media Group PLC ("Aurelius" or "AGMG"), a public limited company incorporated under the laws of England and Wales (Companies House No. 08431276), to serve as outside legal counsel to Aurelius in connection with the proposed carve-out and divestiture of its legacy publishing division (the "Transaction"). We appreciate the confidence that Aurelius has placed in the Firm and look forward to working closely with your team to achieve a successful outcome.

The publishing division that is the subject of the Transaction is operated through Meridian Press Holdings LLC ("MPH"), a Delaware limited liability company (State of Delaware Division of Corporations file no. 4521889), whose sole member is Aurelius Media Holdings Inc. ("AMH"), a Delaware corporation (State of Delaware Division of Corporations file no. 5987324). AMH is a wholly owned indirect subsidiary of Aurelius. As currently contemplated, the Transaction is expected to involve the sale of one hundred percent (100%) of the membership interests in MPH to a third-party purchaser (the "Purchaser") to be identified through a competitive sale process to be managed by Aurelius and its financial advisor.

This engagement letter (this "Engagement Letter" or "Letter") sets forth the terms and conditions of the Firm's engagement, including the scope of the legal services to be provided, the composition of the engagement team, fee arrangements, billing and payment procedures, and other matters related to our representation. We ask that you review this Letter carefully and, if the terms are acceptable, execute and return a copy to confirm Aurelius's agreement to the terms set forth herein.

2. Scope of Representation

Calderwood & Harkness LLP will represent Aurelius and its subsidiaries (including, without limitation, AMH) as seller's counsel in all aspects of the proposed Transaction, as more particularly described below. The scope of our representation encompasses the following workstreams, subject to the exclusions set forth in Section 2.11 below.

2.1 Pre-Signing Phase

The Firm will advise Aurelius and its subsidiaries on matters arising during the pre-signing phase of the Transaction, including the following:

(a) Transaction Structuring. Advising on the structuring of the carve-out transaction, including the separation of MPH and its key subsidiaries from Aurelius's retained digital media and e-commerce operations. The principal subsidiaries of MPH that are expected to be included in the carve-out perimeter include the following:

(i) Meridian Distribution Services Inc., a Delaware corporation (State of Delaware Division of Corporations file no. 4736201);

(ii) Bellweather Academic Press Inc., a Delaware corporation (State of Delaware Division of Corporations file no. 4801133);

(iii) Foxglove Media LLC, a limited liability company organized under the laws of the State of New York; and

(iv) Meridian Press Canada ULC, an unlimited liability company organized under the laws of the Province of British Columbia, Canada.

The Firm will advise on the organizational steps necessary to effect a clean separation of these entities and their respective assets, liabilities, contracts, and personnel from Aurelius's retained businesses, including the identification of shared services, intercompany balances, and cross-entity arrangements that will need to be addressed prior to or at the closing of the Transaction.

(b) Confidentiality Agreements. Preparation, review, and negotiation of confidentiality and non-disclosure agreements (including standstill provisions, non-solicitation restrictions, and "don't ask, don't waive" standstill fall-away provisions, as appropriate) to be entered into with prospective purchasers in connection with their evaluation of the Transaction.

(c) Management Presentations and Process Letters. Advising on the preparation and delivery of management presentations, process letters, bid instructions, and related communications to be distributed to prospective purchasers during the sale process, including advice regarding disclosure and liability considerations associated with such communications.

(d) Letters of Intent and Indicative Term Sheets. Review of, and comment on, any letter of intent, indicative bid, term sheet, or expression of interest received from prospective purchasers, including advice regarding binding and non-binding provisions, exclusivity arrangements, break-up fees, and other customary provisions.

(e) Coordination with Financial Advisor. Coordination with Aurelius's financial advisor, Haverford Whitmore & Co. (Managing Director: Catherine Liang; Vice President: Samuel Drummond), on deal process matters, including the timing and structure of the sale process, the evaluation of bids, and the selection of a preferred purchaser. The Firm's advice will be limited to legal matters, and we understand that financial, commercial, and strategic advice will be provided by Haverford Whitmore & Co. and Aurelius's internal team.

2.2 Due Diligence

The Firm will advise Aurelius on matters relating to due diligence in connection with the Transaction, including the following:

(a) Seller's Due Diligence. Preparation of seller's due diligence request lists and coordination of the seller's internal diligence process, including the organization and population of a virtual data room containing materials responsive to anticipated buyer due diligence requests.

(b) Review of Diligence Materials. Review and analysis of diligence materials assembled by Aurelius and its subsidiaries, with a view toward identifying risk items, potential liabilities, and matters requiring disclosure in the seller disclosure schedules to be delivered in connection with the definitive purchase agreement.

(c) Carve-Out Financial Statements. Advising on the preparation and delivery of carve-out audited financial statements for MPH and its subsidiaries, in coordination with Aurelius's auditor, Pemberton Graves LLP (Engagement Partner (US): Robert Ainsley), including advice regarding the scope and presentation of such financial statements and any related comfort letters or consents.

2.3 Definitive Transaction Documentation

The Firm will prepare, draft, and negotiate the definitive transaction documentation for the Transaction, which is currently expected to take the form of a membership interest purchase agreement (the "Purchase Agreement") pursuant to which AMH will sell, and the Purchaser will purchase, one hundred percent (100%) of the membership interests in MPH. In addition to the Purchase Agreement, the Firm will draft and negotiate all ancillary transaction documents, including, without limitation, the following:

(a) Seller disclosure schedules to be delivered pursuant to the Purchase Agreement, including schedules relating to material contracts, intellectual property, litigation, employee matters, environmental matters, tax matters, real property, insurance, and other customary areas;

(b) A Transition Services Agreement (the "TSA") to be entered into between Aurelius (or one or more of its retained subsidiaries) and MPH at closing, covering shared IT infrastructure, finance and accounting support, human resources and payroll services, and facilities support for an agreed-upon post-closing transition period;

(c) An escrow agreement among AMH, the Purchaser, and a mutually agreed-upon escrow agent, providing for the establishment and maintenance of an indemnification escrow fund and the release of escrowed funds in accordance with the terms of the Purchase Agreement;

(d) intellectual property and trademark license-back agreements, pursuant to which the Purchaser (or MPH) will license certain trademarks, service marks, or other intellectual property rights to Aurelius for continued use in Aurelius's retained businesses, and/or Aurelius will license certain shared intellectual property to the Purchaser (or MPH) for use in the publishing business, in each case on terms to be negotiated;

(e) Non-competition and non-solicitation agreements, reflecting customary restrictions on Aurelius's post-closing activities in the legacy publishing sector and the solicitation of transferred employees;

(f) Any election agreements related to tax structuring, including a potential election under Section 338(h)(10) of the Internal Revenue Code of 1986, as amended (the "Code"), and agreements governing the allocation of the purchase price among the assets of MPH and its subsidiaries;

(g) Assignment instruments, including assignments of membership interests, bills of sale, and other transfer and conveyance instruments required to effect the Transaction; and

(h) Other closing deliverables as described in Section 2.9 below.

2.4 Tax Structuring

The Firm will provide analysis and advice regarding the tax aspects of the Transaction, including the following:

(a) US Federal, State, and Local Tax Analysis. Analysis and advice regarding the US federal, state, and local income tax consequences of the Transaction to Aurelius, AMH, and MPH, including the treatment of MPH as a disregarded entity for US federal income tax purposes and the resulting characterization of the sale of MPH membership interests as a deemed asset sale for federal income tax purposes.

(b) Section 338(h)(10) Election. Analysis of the potential availability, desirability, and implications of a joint election under Section 338(h)(10) of the Code with respect to the Transaction, including modeling of the tax consequences of such an election for Aurelius and AMH relative to alternative transaction structures, and negotiation of the terms of any related election agreement and purchase price allocation.

(c) UK Tax Considerations. Analysis of the UK tax implications of the Transaction for Aurelius, including an evaluation of the potential applicability of the Substantial Shareholding Exemption ("SSE") under Schedule 7AC of the Taxation of Chargeable Gains Act 1992 to the upstream holding structure through which Aurelius indirectly holds its interest in MPH, and the conditions required to qualify for such exemption.

(d) Transfer Taxes and Allocation. Analysis of transfer taxes (including state and local transfer taxes, stamp duties, and similar levies) applicable to the Transaction and advice regarding the allocation of responsibility for such taxes between the seller and the Purchaser.

We note that the Firm's tax advice in connection with this engagement will be provided by Leonard Cross and his team within the Firm's Tax practice group. To the extent that UK tax advice is required that falls outside the Firm's areas of practice, we will coordinate with Aurelius's UK tax advisors as appropriate.

2.5 Regulatory and Antitrust Filings

The Firm will advise Aurelius on regulatory and antitrust matters arising in connection with the Transaction, including the following:

(a) Hart-Scott-Rodino Act. Preparation and filing of pre-merger notification forms under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), on behalf of Aurelius, including the compilation of responsive documents and data, and advising on compliance with the applicable waiting period and any second request procedures.

(b) Foreign Antitrust and Investment Review. Analysis of, and advising on, foreign antitrust notification and investment review requirements that may be triggered by the Transaction, including notification requirements under the Canadian Competition Act (R.S.C., 1985, c. C-34) and any applicable foreign investment review statutes, and preparation and filing of such notifications as may be required.

(c) CFIUS Analysis. Analysis of whether the Transaction is subject to review by the Committee on Foreign Investment in the United States ("CFIUS") under Section 721 of the Defense Production Act of 1950, as amended by the Foreign Investment Risk Review Modernization Act of 2018 ("FIRRMA"), and, if applicable, advising on the preparation and filing of a voluntary notice or declaration with CFIUS.

(d) Other Governmental Approvals. Coordination with respect to any other required governmental approvals, consents, or clearances that may be necessary in connection with the consummation of the Transaction.

2.6 Third-Party Consents

The Firm will assist Aurelius in identifying material contracts, leases, licenses, permits, and other agreements held by MPH and its subsidiaries that require the consent, approval, or waiver of a third-party counterparty in connection with the change of control or assignment resulting from the Transaction. The Firm will assist Aurelius and its internal team in obtaining such required consents from counterparties, landlords, licensors, and other relevant parties, including the preparation of consent solicitation letters and the review and negotiation of any related amendments or modifications.

2.7 Corporate Approvals

The Firm will prepare and advise on the corporate authorization documents required to approve the Transaction, including:

(a) Board resolutions of Aurelius Global Media Group PLC authorizing the Transaction and any related matters, including the delegation of authority to officers to negotiate and execute definitive documentation;

(b) Board resolutions and written consents of Aurelius Media Holdings Inc. authorizing the sale of MPH membership interests and the execution and delivery of definitive transaction documentation; and

(c) Analysis of, and advice regarding, any shareholder approval requirements or other corporate governance considerations applicable to the Transaction under the UK Companies Act 2006, the Listing Rules of the Financial Conduct Authority (to the extent applicable), and the articles of association of Aurelius, as well as the certificate of incorporation and bylaws of AMH.

2.8 Representations and Warranties Insurance

The Firm will advise Aurelius on the procurement of representations and warranties insurance ("R&W Insurance") in connection with the Transaction, including:

(a) Coordination with Aurelius's selected insurance broker regarding the submission of applications and underwriting materials to prospective insurance carriers;

(b) Review and negotiation of the terms and conditions of any R&W Insurance policy (whether a buy-side or sell-side policy), including coverage limits, retentions, exclusions, and policy endorsements; and

(c) Coordination with the selected insurance carrier's legal counsel regarding the alignment of the R&W Insurance policy with the representations and warranties set forth in the Purchase Agreement.

2.9 Closing. The Firm will manage the closing process for the Transaction, including the following:

(a) Preparation of all closing deliverables, including officer's certificates, secretary's certificates, good standing certificates, assignment instruments, payoff letters, FIRPTA withholding certificates (or affidavits of non-foreign status), and other certificates, instruments, and documents required to be delivered at or prior to the closing of the Transaction;

(b) Preparation and maintenance of comprehensive closing checklists identifying all deliverables, conditions to closing, and outstanding items;

(c) Preparation of funds flow memoranda detailing the disbursement of the purchase price, escrow deposits, transaction expenses, payoff amounts, and other closing-related payments;

(d) Management of closing mechanics, including coordination of the simultaneous execution and delivery of documents and the funding and disbursement of the purchase price through the applicable escrow and closing accounts; and

(e) Management of post-closing deliverables, including the filing of organizational documents, UCC amendments, and other instruments required to be filed following the closing.

2.10 Post-Closing Matters

Following the closing of the Transaction, the Firm will advise Aurelius on post-closing matters, including:

(a) Purchase Price Adjustments. Advising on the mechanics and implementation of post-closing purchase price adjustment provisions in the Purchase Agreement, including net working capital true-up calculations, dispute resolution procedures, and any related escrow release mechanics;

(b) Escrow Release. Monitoring and advising on escrow release obligations under the escrow agreement and the Purchase Agreement, including the resolution of any pending indemnification claims that may affect the release of escrowed funds; and

(c) Ongoing Obligations. Advising on Aurelius's ongoing rights and obligations under the Transition Services Agreement, the intellectual property license-back agreements, the non-competition and non-solicitation agreements, and any other ancillary agreements entered into in connection with the Transaction.

2.11 Exclusions. This engagement does not cover, and Calderwood & Harkness LLP shall not be responsible for, the following:

(a) Representation of Aurelius or any of its affiliates in connection with any litigation, arbitration, dispute, or claim arising out of or relating to the Transaction, whether commenced before or after the closing (any such representation would be subject to a separate engagement letter on terms to be agreed);

(b) Aurelius's ongoing securities reporting obligations, including obligations under the rules of any stock exchange on which Aurelius's securities may be listed, or under the UK Companies Act 2006, the Financial Services and Markets Act 2000, or any other applicable securities laws;

(c) General corporate matters, employment matters (other than as directly related to the Transaction), or other legal matters unrelated to the carve-out and divestiture of MPH; and

(d) Legal advice governed by the laws of any jurisdiction outside the United States, except to the extent expressly provided in this Letter (including the UK tax analysis referenced in Section 2.4(c) above). To the extent that local counsel is required in any non-US jurisdiction (including the United Kingdom and Canada), the Firm will coordinate with, but not serve as, such local counsel, and the engagement and fees of any such local counsel will be the responsibility of Aurelius under separate arrangements.

3. Engagement Team

The following attorneys have been assigned to this matter as the core engagement team:

Beatrice Holloway will serve as the responsible partner with overall responsibility for the engagement and will be the primary point of contact for Aurelius on all matters relating to the Transaction. All significant strategic decisions, major deliverables, and material communications with counterparties will be supervised by Ms. Holloway. Ms. Holloway may be reached at bholloway@calderwoodharkness.com and (212) 554-7112.

James Prentice will serve as the billing partner responsible for fee arrangements, budgeting, and invoicing matters related to this engagement. Any questions regarding invoices, billing, or fee estimates should be directed to Mr. Prentice at jprentice@calderwoodharkness.com and (212) 554-7245.

Megan Chu will serve as the lead associate on the Transaction and will be responsible for the day-to-day management of the workstreams described in Section 2 above, including the coordination of document drafting, due diligence, and closing deliverables.

Derek Okonkwo will serve as a working associate providing support across all phases of the Transaction.

Leonard Cross will serve as the specialist partner providing tax structuring advice as described in Section 2.4 above and will coordinate with additional members of the Firm's Tax practice group as needed.

In addition to the core engagement team identified above, additional attorneys, including associates, counsel, and specialists from other practice groups within the Firm (including, by way of example, real estate, intellectual property, employee benefits, data privacy, and regulatory), may be assigned to the engagement from time to time as the scope and nature of the work may require. Aurelius will be informed of any material additions to the engagement team. The Firm may also utilize the services and resources of its London, Washington DC, and San Francisco offices as appropriate to the scope of the work to be performed under this engagement.

4. Fee Arrangements

4.1 Hourly Rates

Fees for legal services rendered by Calderwood & Harkness LLP in connection with this engagement will be calculated on the basis of time spent by the attorneys and other legal professionals assigned to the matter, at their respective standard hourly rates. The current standard hourly rates for the members of the core engagement team are set forth on Exhibit A attached hereto and incorporated herein by reference. The Firm's standard hourly rates reflect the experience, seniority, and specialization of the individual timekeeper, with different rate levels applicable to partners, senior associates, associates, and paralegals or legal assistants. Hourly rates are subject to periodic adjustment, as described in Exhibit A.

4.2 Billing and Payment

Invoices for fees and expenses incurred in connection with this engagement will be rendered by the Firm on a monthly basis in arrears and shall be payable by Aurelius within thirty (30) days of receipt. Each invoice will provide reasonable detail regarding the services performed during the applicable billing period, including the identity of the timekeeper, a description of the services rendered, and the time expended by each timekeeper. All invoices will reference Matter No. 1043-00002 and engagement reference SC/BH/JP/2024-0304/AGMG and should be processed and paid in accordance with Aurelius's customary accounts payable procedures.

The Firm reserves the right to charge interest at the rate of one percent (1.0%) per month on any amounts that remain unpaid more than sixty (60) days after the date of the applicable invoice. In addition, in the event that any amount remains unpaid for more than ninety (90) days after the date of the applicable invoice, the Firm reserves the right, upon reasonable prior notice to Aurelius, to suspend work on the engagement until such overdue amounts have been paid, subject to applicable rules of professional conduct.

4.3 Expenses. In addition to professional fees, Aurelius will be responsible for the reimbursement of all reasonable out-of-pocket expenses and disbursements incurred by the Firm in connection with this engagement. Such expenses may include, but are not limited to, the following:

(a) Travel expenses (including airfare, ground transportation, lodging, and meals) incurred in connection with meetings, negotiations, closings, or other matters requiring travel;

(b) Filing fees, including fees for HSR Act notifications, UCC filings, corporate filings, and similar governmental charges;

(d) Database and research charges, including charges for electronic legal research services (e.g., Westmark Data Systems, Sundial Solutions) and specialized databases;

(e) Photocopying and document reproduction charges; and

(f) Telecommunications charges, including charges for conference calls and video conferencing.

Any single expense item exceeding Five Thousand Dollars ($5,000) will require the prior approval of Aurelius before such expense is incurred. Third-party costs and disbursements, including, without limitation, filing fees for HSR Act notifications, lien search costs, corporate search costs, and similar charges, will be passed through to Aurelius at cost, without markup.

4.4 Fee Estimates

Calderwood & Harkness LLP does not provide fixed-fee quotations for transactional matters of this nature, given the inherent variability in scope, complexity, and duration that characterizes M&A transactions and, in particular, carve-out transactions of the type contemplated here. The actual fees incurred will depend on a number of factors, including the complexity of the negotiations with the Purchaser and its counsel, the number and nature of any regulatory filings and approvals required, the volume and complexity of ancillary documentation (including the Transition Services Agreement and intellectual property license-back agreements), the scope and duration of the due diligence process, and the extent of post-closing purchase price adjustment disputes or other post-closing matters.

Notwithstanding the foregoing, based on the Firm's experience with comparable carve-out transactions and the anticipated scope of work described in Section 2 of this Letter, the Firm estimates that total professional fees for the engagement (exclusive of expenses and disbursements) will be in the range of Two Million Five Hundred Thousand Dollars ($2,500,000) to Four Million Dollars ($4,000,000). This estimate assumes a transaction timeline of approximately six to nine months from the date of this Letter through closing, a single regulatory filing under the HSR Act, and a moderate level of complexity in the negotiation of the Purchase Agreement and ancillary documents.

This estimate is provided for planning and budgeting purposes only and does not constitute a fee cap, a guaranteed maximum, or a commitment by the Firm not to exceed the stated range. In the event that it appears likely that total professional fees will materially exceed the upper end of this range, the Firm will promptly advise Aurelius and discuss the factors contributing to such increase.

4.5 Retainer. No retainer is required at this time. The Firm reserves the right to request a retainer or advance deposit in the event that any fees or expenses remain unpaid beyond the payment terms set forth in Section 4.2 above.

5. Client Identity and Conflicts

The client for purposes of this engagement is Aurelius Global Media Group PLC and its subsidiary Aurelius Media Holdings Inc. (collectively, the "Client"). For the avoidance of doubt, MPH, as the entity to be divested, is not a client of the Firm for purposes of this engagement, and the Firm does not owe any duties of loyalty, confidentiality, or privilege to MPH or any of its subsidiaries independent of its duties to Aurelius and AMH.

The Firm has conducted a comprehensive conflicts check against the following entities and their known affiliates: Aurelius Global Media Group PLC, Aurelius Media Holdings Inc., Meridian Press Holdings LLC, Meridian Distribution Services Inc., Bellweather Academic Press Inc., Foxglove Media LLC, and Meridian Press Canada ULC. Based on the results of that conflicts check, the Firm has confirmed that no disqualifying conflicts of interest exist as of the date hereof that would prevent the Firm from undertaking this engagement.

The Firm notes that it has no current attorney-client relationship with any prospective purchaser that has been identified by Aurelius or Haverford Whitmore & Co. as of the date of this Letter. However, given the nature and scope of the Firm's practice, it is possible that a conflict may arise with respect to a prospective purchaser as the sale process progresses and additional parties are identified. Should such a conflict arise, the Firm will promptly notify Aurelius and discuss appropriate steps, which may include the implementation of an ethical screen, the obtaining of informed written consent, or, if necessary, the withdrawal from representation of the conflicted matter.

Aurelius acknowledges that Calderwood & Harkness LLP is a large, international law firm with a diverse and extensive client base and agrees that the Firm's representation of other clients in matters unrelated to this engagement shall not constitute a conflict of interest. Aurelius further acknowledges that the Firm may currently represent, or may in the future represent, entities that are adverse to Aurelius or its affiliates in matters unrelated to the Transaction, and consents to such representation, provided that the Firm will not represent any party adverse to Aurelius in any matter that is substantially related to the subject matter of this engagement.

6. Confidentiality and Privilege

All communications, work product, memoranda, analyses, and advice provided by Calderwood & Harkness LLP in connection with this engagement are confidential and are protected by the attorney-client privilege and/or the work product doctrine, to the fullest extent permitted by applicable law. The Firm will treat all information received from Aurelius in connection with this engagement as confidential and will not disclose such information to any third party, except as authorized by Aurelius in writing, as required by applicable law or court order, or as reasonably necessary to carry out the Firm's representation of Aurelius in connection with the Transaction (including, for example, disclosures to opposing counsel, regulatory authorities, or other third parties in the ordinary course of the Transaction).

Aurelius agrees to take reasonable steps to maintain the confidentiality of the Firm's advice and work product and to preserve all applicable privileges. In particular, Aurelius agrees that it will not disclose or disseminate the Firm's privileged communications, memoranda, or other work product to third parties (including the Purchaser, its counsel, or any other counterparty) without the Firm's prior written consent, except as may be required in the ordinary course of the Transaction or as compelled by law or legal process.

7. Document Retention

The Firm will maintain files related to this engagement, including both physical and electronic files, in accordance with its standard document retention policies. Such files may include correspondence, memoranda, drafts, agreements, research materials, and other documents generated or received in connection with the engagement.

At the conclusion of the engagement, the Firm will retain the file for a period consistent with its document retention policies as then in effect. Under the Firm's current policies, engagement files are retained for a period of ten (10) years from the date on which the file is formally closed, after which the files may be destroyed, deleted, or otherwise disposed of without further notice to or consent from Aurelius. The Firm will, however, use reasonable efforts to provide advance notice to Aurelius prior to any such destruction, to the extent practicable.

Original documents provided by Aurelius to the Firm in connection with this engagement will be returned to Aurelius upon written request at the conclusion of the engagement, at Aurelius's expense.

8. Termination

Either party may terminate this engagement at any time upon written notice to the other party, subject to applicable rules of professional conduct, including, without limitation, Rule 1.16 of the New York Rules of Professional Conduct. In the event that the Firm seeks to withdraw from the engagement, the Firm will provide Aurelius with reasonable advance notice and will take all steps reasonably necessary to protect Aurelius's interests, including the orderly transition of the matter to successor counsel.

In the event of termination by either party, Aurelius shall remain responsible for payment of all fees earned and expenses incurred by the Firm through the effective date of termination, in accordance with the fee arrangements set forth in Section 4 of this Letter. The Firm will render a final invoice within thirty (30) days following the effective date of termination.

Upon termination, the Firm will cooperate fully in the orderly transition of the matter to successor counsel designated by Aurelius, including by making the engagement file available for review and transfer, subject to the Firm's right to retain copies for its own records and any applicable lien on the file for unpaid fees and expenses.

9. Limitation of Liability

To the fullest extent permitted by applicable law, Calderwood & Harkness LLP's aggregate liability to Aurelius and its affiliates arising out of, relating to, or in connection with the services provided under this engagement, whether based on contract, tort (including negligence), strict liability, or any other theory of liability, shall not exceed the total amount of professional fees actually paid by Aurelius to the Firm for services rendered under this Engagement Letter.

This limitation of liability shall not apply to claims arising from the Firm's gross negligence or willful misconduct. For the avoidance of doubt, in no event shall the Firm be liable to Aurelius or any of its affiliates for any indirect, consequential, special, incidental, or punitive damages, regardless of whether such damages were foreseeable or whether the Firm was advised of the possibility of such damages.

10. Governing Law and Dispute Resolution

This Engagement Letter shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to principles of conflicts of law that would require the application of the laws of any other jurisdiction.

Any dispute, controversy, or claim arising out of or relating to this Engagement Letter, or the breach, termination, or validity thereof, shall be resolved by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its then-current Commercial Arbitration Rules. The arbitration shall be conducted in the City of New York, State of New York, before a single arbitrator mutually agreed upon by the parties or, if the parties are unable to agree, appointed by the AAA in accordance with its rules. The decision and award of the arbitrator shall be final and binding upon the parties and may be entered and enforced in any court of competent jurisdiction. Each party shall bear its own costs and expenses incurred in connection with any such arbitration, unless the arbitrator determines otherwise.

11. Miscellaneous Provisions

This Engagement Letter constitutes the entire agreement between Calderwood & Harkness LLP and Aurelius with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, negotiations, representations, and warranties, whether written or oral, relating to such subject matter.

No amendment, modification, supplement, or waiver of any provision of this Engagement Letter shall be effective unless made in writing and signed by a duly authorized representative of each of the parties hereto. No failure or delay by either party in exercising any right, power, or remedy under this Engagement Letter shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof.

This Engagement Letter may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Letter by electronic mail (including PDF) or other electronic transmission shall be as effective as delivery of an original executed counterpart.

If any provision of this Engagement Letter is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction or an arbitral tribunal, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and such invalid, illegal, or unenforceable provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving the intent of the parties.

12. Acceptance

If the foregoing terms and conditions are acceptable to Aurelius, please indicate your agreement by having an authorized representative of Aurelius sign and date this Engagement Letter in the space provided below and return a fully executed copy to the undersigned. Upon receipt of the countersigned copy, this Engagement Letter shall constitute a binding agreement between Calderwood & Harkness LLP and Aurelius with respect to the engagement described herein.

We look forward to working with you and your team on this important transaction. Please do not hesitate to contact Beatrice Holloway or James Prentice if you have any questions regarding this Letter or any aspect of the engagement.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Beatrice Holloway, Partner Responsible Partner, Mergers & Acquisitions

By: ________

James Prentice, Partner Billing Partner, Mergers & Acquisitions

ACKNOWLEDGED AND AGREED:

AURELIUS GLOBAL MEDIA GROUP PLC

By: ________

Name: Claudia Restrepo

Title: General Counsel

Date: ________

EXHIBIT A

SCHEDULE OF CURRENT HOURLY RATES

Calderwood & Harkness LLP Matter No. 1043-00002 Engagement Reference: SC/BH/JP/2024-0304/AGMG

The following table sets forth the current standard hourly rates for the members of the core engagement team assigned to this matter, effective as of January 1, 2024:

In addition to the timekeepers listed above, the following standard hourly rates are applicable to other categories of legal professionals who may be assigned to the engagement from time to time:

Note Regarding Rate Adjustments. The Firm's standard hourly rates are subject to periodic adjustment, typically on an annual basis effective as of January 1 of each calendar year. Any adjustments to the rates of timekeepers assigned to this engagement will be communicated to the Client in advance and will apply to services rendered on or after the effective date of such adjustment. Rate adjustments are generally consistent with prevailing market conditions and the Firm's overall rate structure.

Note Regarding Specialist Timekeepers. To the extent that attorneys from practice groups other than Mergers & Acquisitions and Tax are assigned to the engagement (e.g., real estate, intellectual property, employee benefits, regulatory, or data privacy), the applicable hourly rates for such specialists will fall within the ranges set forth in the table above and will be reflected on the relevant monthly invoices.

CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED Calderwood & Harkness LLP	425 Park Avenue, New York, NY 10022
Name	Role	Practice Group
Beatrice Holloway	Responsible Partner	Mergers & Acquisitions
James Prentice	Billing Partner	Mergers & Acquisitions
Megan Chu	Lead Associate	Mergers & Acquisitions
Derek Okonkwo	Working Associate	Mergers & Acquisitions
Leonard Cross	Specialist Partner	Tax
Timekeeper	Role	Seniority Level	Standard Hourly Rate (USD)
Beatrice Holloway	Responsible Partner	Partner	$1,650
James Prentice	Billing Partner	Partner	$1,575
Leonard Cross	Specialist Partner (Tax)	Partner	$1,625
Megan Chu	Lead Associate	Senior Associate	$1,150
Derek Okonkwo	Working Associate	Associate	$895
Seniority Level	Standard Hourly Rate Range (USD)
Partner	$1,475 — $1,750
Of Counsel / Senior Counsel	$1,250 — $1,475
Senior Associate	$1,050 — $1,250
Associate	$750 — $1,050
Paralegal / Legal Assistant	$425 — $575

CALDERWOOD & HARKNESS LLP Attorneys at Law
425 Park Avenue New York, NY 10022
Telephone: (212) 554-7000 Facsimile: (212) 554-7001
New York · London · Washington DC · San Francisco
March 4, 2024
VIA EMAIL AND Sundial Data Systems
Claudia Restrepo, Esq. General Counsel Aurelius Global Media Group PLC 14 Clarges Street London W1J 8AQ United Kingdom
Matter No.: 1043-00002 Engagement Reference: SC/BH/JP/2024-0304/AGMG
Re: Engagement of Calderwood & Harkness LLP in Connection with the Carve-Out and Sale of Meridian Press Holdings LLC
Dear Ms. Restrepo:
1. Introduction and Purpose
Calderwood & Harkness LLP ("Calderwood & Harkness," the "Firm," or "we") is pleased to confirm its engagement by Aurelius Global Media Group PLC ("Aurelius" or "AGMG"), a public limited company incorporated under the laws of England and Wales (Companies House No. 08431276), to serve as outside legal counsel to Aurelius in connection with the proposed carve-out and divestiture of its legacy publishing division (the "Transaction"). We appreciate the confidence that Aurelius has placed in the Firm and look forward to working closely with your team to achieve a successful outcome.
The publishing division that is the subject of the Transaction is operated through Meridian Press Holdings LLC ("MPH"), a Delaware limited liability company (State of Delaware Division of Corporations file no. 4521889), whose sole member is Aurelius Media Holdings Inc. ("AMH"), a Delaware corporation (State of Delaware Division of Corporations file no. 5987324). AMH is a wholly owned indirect subsidiary of Aurelius. As currently contemplated, the Transaction is expected to involve the sale of one hundred percent (100%) of the membership interests in MPH to a third-party purchaser (the "Purchaser") to be identified through a competitive sale process to be managed by Aurelius and its financial advisor.
This engagement letter (this "Engagement Letter" or "Letter") sets forth the terms and conditions of the Firm's engagement, including the scope of the legal services to be provided, the composition of the engagement team, fee arrangements, billing and payment procedures, and other matters related to our representation. We ask that you review this Letter carefully and, if the terms are acceptable, execute and return a copy to confirm Aurelius's agreement to the terms set forth herein.
2. Scope of Representation
Calderwood & Harkness LLP will represent Aurelius and its subsidiaries (including, without limitation, AMH) as seller's counsel in all aspects of the proposed Transaction, as more particularly described below. The scope of our representation encompasses the following workstreams, subject to the exclusions set forth in Section 2.11 below.
2.1 Pre-Signing Phase
The Firm will advise Aurelius and its subsidiaries on matters arising during the pre-signing phase of the Transaction, including the following:
(a) Transaction Structuring. Advising on the structuring of the carve-out transaction, including the separation of MPH and its key subsidiaries from Aurelius's retained digital media and e-commerce operations. The principal subsidiaries of MPH that are expected to be included in the carve-out perimeter include the following:
(i) Meridian Distribution Services Inc., a Delaware corporation (State of Delaware Division of Corporations file no. 4736201);
(ii) Bellweather Academic Press Inc., a Delaware corporation (State of Delaware Division of Corporations file no. 4801133);
(iii) Foxglove Media LLC, a limited liability company organized under the laws of the State of New York; and
(iv) Meridian Press Canada ULC, an unlimited liability company organized under the laws of the Province of British Columbia, Canada.
The Firm will advise on the organizational steps necessary to effect a clean separation of these entities and their respective assets, liabilities, contracts, and personnel from Aurelius's retained businesses, including the identification of shared services, intercompany balances, and cross-entity arrangements that will need to be addressed prior to or at the closing of the Transaction.
(b) Confidentiality Agreements. Preparation, review, and negotiation of confidentiality and non-disclosure agreements (including standstill provisions, non-solicitation restrictions, and "don't ask, don't waive" standstill fall-away provisions, as appropriate) to be entered into with prospective purchasers in connection with their evaluation of the Transaction.
(c) Management Presentations and Process Letters. Advising on the preparation and delivery of management presentations, process letters, bid instructions, and related communications to be distributed to prospective purchasers during the sale process, including advice regarding disclosure and liability considerations associated with such communications.
(d) Letters of Intent and Indicative Term Sheets. Review of, and comment on, any letter of intent, indicative bid, term sheet, or expression of interest received from prospective purchasers, including advice regarding binding and non-binding provisions, exclusivity arrangements, break-up fees, and other customary provisions.
(e) Coordination with Financial Advisor. Coordination with Aurelius's financial advisor, Haverford Whitmore & Co. (Managing Director: Catherine Liang; Vice President: Samuel Drummond), on deal process matters, including the timing and structure of the sale process, the evaluation of bids, and the selection of a preferred purchaser. The Firm's advice will be limited to legal matters, and we understand that financial, commercial, and strategic advice will be provided by Haverford Whitmore & Co. and Aurelius's internal team.
2.2 Due Diligence
The Firm will advise Aurelius on matters relating to due diligence in connection with the Transaction, including the following:
(a) Seller's Due Diligence. Preparation of seller's due diligence request lists and coordination of the seller's internal diligence process, including the organization and population of a virtual data room containing materials responsive to anticipated buyer due diligence requests.
(b) Review of Diligence Materials. Review and analysis of diligence materials assembled by Aurelius and its subsidiaries, with a view toward identifying risk items, potential liabilities, and matters requiring disclosure in the seller disclosure schedules to be delivered in connection with the definitive purchase agreement.
(c) Carve-Out Financial Statements. Advising on the preparation and delivery of carve-out audited financial statements for MPH and its subsidiaries, in coordination with Aurelius's auditor, Pemberton Graves LLP (Engagement Partner (US): Robert Ainsley), including advice regarding the scope and presentation of such financial statements and any related comfort letters or consents.
2.3 Definitive Transaction Documentation
The Firm will prepare, draft, and negotiate the definitive transaction documentation for the Transaction, which is currently expected to take the form of a membership interest purchase agreement (the "Purchase Agreement") pursuant to which AMH will sell, and the Purchaser will purchase, one hundred percent (100%) of the membership interests in MPH. In addition to the Purchase Agreement, the Firm will draft and negotiate all ancillary transaction documents, including, without limitation, the following:
(a) Seller disclosure schedules to be delivered pursuant to the Purchase Agreement, including schedules relating to material contracts, intellectual property, litigation, employee matters, environmental matters, tax matters, real property, insurance, and other customary areas;
(b) A Transition Services Agreement (the "TSA") to be entered into between Aurelius (or one or more of its retained subsidiaries) and MPH at closing, covering shared IT infrastructure, finance and accounting support, human resources and payroll services, and facilities support for an agreed-upon post-closing transition period;
(c) An escrow agreement among AMH, the Purchaser, and a mutually agreed-upon escrow agent, providing for the establishment and maintenance of an indemnification escrow fund and the release of escrowed funds in accordance with the terms of the Purchase Agreement;
(d) intellectual property and trademark license-back agreements, pursuant to which the Purchaser (or MPH) will license certain trademarks, service marks, or other intellectual property rights to Aurelius for continued use in Aurelius's retained businesses, and/or Aurelius will license certain shared intellectual property to the Purchaser (or MPH) for use in the publishing business, in each case on terms to be negotiated;
(e) Non-competition and non-solicitation agreements, reflecting customary restrictions on Aurelius's post-closing activities in the legacy publishing sector and the solicitation of transferred employees;
(f) Any election agreements related to tax structuring, including a potential election under Section 338(h)(10) of the Internal Revenue Code of 1986, as amended (the "Code"), and agreements governing the allocation of the purchase price among the assets of MPH and its subsidiaries;
(g) Assignment instruments, including assignments of membership interests, bills of sale, and other transfer and conveyance instruments required to effect the Transaction; and
(h) Other closing deliverables as described in Section 2.9 below.
2.4 Tax Structuring
The Firm will provide analysis and advice regarding the tax aspects of the Transaction, including the following:
(a) US Federal, State, and Local Tax Analysis. Analysis and advice regarding the US federal, state, and local income tax consequences of the Transaction to Aurelius, AMH, and MPH, including the treatment of MPH as a disregarded entity for US federal income tax purposes and the resulting characterization of the sale of MPH membership interests as a deemed asset sale for federal income tax purposes.
(b) Section 338(h)(10) Election. Analysis of the potential availability, desirability, and implications of a joint election under Section 338(h)(10) of the Code with respect to the Transaction, including modeling of the tax consequences of such an election for Aurelius and AMH relative to alternative transaction structures, and negotiation of the terms of any related election agreement and purchase price allocation.
(c) UK Tax Considerations. Analysis of the UK tax implications of the Transaction for Aurelius, including an evaluation of the potential applicability of the Substantial Shareholding Exemption ("SSE") under Schedule 7AC of the Taxation of Chargeable Gains Act 1992 to the upstream holding structure through which Aurelius indirectly holds its interest in MPH, and the conditions required to qualify for such exemption.
(d) Transfer Taxes and Allocation. Analysis of transfer taxes (including state and local transfer taxes, stamp duties, and similar levies) applicable to the Transaction and advice regarding the allocation of responsibility for such taxes between the seller and the Purchaser.
We note that the Firm's tax advice in connection with this engagement will be provided by Leonard Cross and his team within the Firm's Tax practice group. To the extent that UK tax advice is required that falls outside the Firm's areas of practice, we will coordinate with Aurelius's UK tax advisors as appropriate.
2.5 Regulatory and Antitrust Filings
The Firm will advise Aurelius on regulatory and antitrust matters arising in connection with the Transaction, including the following:
(a) Hart-Scott-Rodino Act. Preparation and filing of pre-merger notification forms under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), on behalf of Aurelius, including the compilation of responsive documents and data, and advising on compliance with the applicable waiting period and any second request procedures.
(b) Foreign Antitrust and Investment Review. Analysis of, and advising on, foreign antitrust notification and investment review requirements that may be triggered by the Transaction, including notification requirements under the Canadian Competition Act (R.S.C., 1985, c. C-34) and any applicable foreign investment review statutes, and preparation and filing of such notifications as may be required.
(c) CFIUS Analysis. Analysis of whether the Transaction is subject to review by the Committee on Foreign Investment in the United States ("CFIUS") under Section 721 of the Defense Production Act of 1950, as amended by the Foreign Investment Risk Review Modernization Act of 2018 ("FIRRMA"), and, if applicable, advising on the preparation and filing of a voluntary notice or declaration with CFIUS.
(d) Other Governmental Approvals. Coordination with respect to any other required governmental approvals, consents, or clearances that may be necessary in connection with the consummation of the Transaction.
2.6 Third-Party Consents
The Firm will assist Aurelius in identifying material contracts, leases, licenses, permits, and other agreements held by MPH and its subsidiaries that require the consent, approval, or waiver of a third-party counterparty in connection with the change of control or assignment resulting from the Transaction. The Firm will assist Aurelius and its internal team in obtaining such required consents from counterparties, landlords, licensors, and other relevant parties, including the preparation of consent solicitation letters and the review and negotiation of any related amendments or modifications.
2.7 Corporate Approvals
The Firm will prepare and advise on the corporate authorization documents required to approve the Transaction, including:
(a) Board resolutions of Aurelius Global Media Group PLC authorizing the Transaction and any related matters, including the delegation of authority to officers to negotiate and execute definitive documentation;
(b) Board resolutions and written consents of Aurelius Media Holdings Inc. authorizing the sale of MPH membership interests and the execution and delivery of definitive transaction documentation; and
(c) Analysis of, and advice regarding, any shareholder approval requirements or other corporate governance considerations applicable to the Transaction under the UK Companies Act 2006, the Listing Rules of the Financial Conduct Authority (to the extent applicable), and the articles of association of Aurelius, as well as the certificate of incorporation and bylaws of AMH.
2.8 Representations and Warranties Insurance
The Firm will advise Aurelius on the procurement of representations and warranties insurance ("R&W Insurance") in connection with the Transaction, including:
(a) Coordination with Aurelius's selected insurance broker regarding the submission of applications and underwriting materials to prospective insurance carriers;
(b) Review and negotiation of the terms and conditions of any R&W Insurance policy (whether a buy-side or sell-side policy), including coverage limits, retentions, exclusions, and policy endorsements; and
(c) Coordination with the selected insurance carrier's legal counsel regarding the alignment of the R&W Insurance policy with the representations and warranties set forth in the Purchase Agreement.
2.9 Closing.  The Firm will manage the closing process for the Transaction, including the following:
(a) Preparation of all closing deliverables, including officer's certificates, secretary's certificates, good standing certificates, assignment instruments, payoff letters, FIRPTA withholding certificates (or affidavits of non-foreign status), and other certificates, instruments, and documents required to be delivered at or prior to the closing of the Transaction;
(b) Preparation and maintenance of comprehensive closing checklists identifying all deliverables, conditions to closing, and outstanding items;
(c) Preparation of funds flow memoranda detailing the disbursement of the purchase price, escrow deposits, transaction expenses, payoff amounts, and other closing-related payments;
(d) Management of closing mechanics, including coordination of the simultaneous execution and delivery of documents and the funding and disbursement of the purchase price through the applicable escrow and closing accounts; and
(e) Management of post-closing deliverables, including the filing of organizational documents, UCC amendments, and other instruments required to be filed following the closing.
2.10 Post-Closing Matters
Following the closing of the Transaction, the Firm will advise Aurelius on post-closing matters, including:
(a) Purchase Price Adjustments. Advising on the mechanics and implementation of post-closing purchase price adjustment provisions in the Purchase Agreement, including net working capital true-up calculations, dispute resolution procedures, and any related escrow release mechanics;
(b) Escrow Release. Monitoring and advising on escrow release obligations under the escrow agreement and the Purchase Agreement, including the resolution of any pending indemnification claims that may affect the release of escrowed funds; and
(c) Ongoing Obligations. Advising on Aurelius's ongoing rights and obligations under the Transition Services Agreement, the intellectual property license-back agreements, the non-competition and non-solicitation agreements, and any other ancillary agreements entered into in connection with the Transaction.
2.11 Exclusions.  This engagement does not cover, and Calderwood & Harkness LLP shall not be responsible for, the following:
(a) Representation of Aurelius or any of its affiliates in connection with any litigation, arbitration, dispute, or claim arising out of or relating to the Transaction, whether commenced before or after the closing (any such representation would be subject to a separate engagement letter on terms to be agreed);
(b) Aurelius's ongoing securities reporting obligations, including obligations under the rules of any stock exchange on which Aurelius's securities may be listed, or under the UK Companies Act 2006, the Financial Services and Markets Act 2000, or any other applicable securities laws;
(c) General corporate matters, employment matters (other than as directly related to the Transaction), or other legal matters unrelated to the carve-out and divestiture of MPH; and
(d) Legal advice governed by the laws of any jurisdiction outside the United States, except to the extent expressly provided in this Letter (including the UK tax analysis referenced in Section 2.4(c) above). To the extent that local counsel is required in any non-US jurisdiction (including the United Kingdom and Canada), the Firm will coordinate with, but not serve as, such local counsel, and the engagement and fees of any such local counsel will be the responsibility of Aurelius under separate arrangements.
3. Engagement Team
The following attorneys have been assigned to this matter as the core engagement team:
Beatrice Holloway will serve as the responsible partner with overall responsibility for the engagement and will be the primary point of contact for Aurelius on all matters relating to the Transaction. All significant strategic decisions, major deliverables, and material communications with counterparties will be supervised by Ms. Holloway. Ms. Holloway may be reached at bholloway@calderwoodharkness.com and (212) 554-7112.
James Prentice will serve as the billing partner responsible for fee arrangements, budgeting, and invoicing matters related to this engagement. Any questions regarding invoices, billing, or fee estimates should be directed to Mr. Prentice at jprentice@calderwoodharkness.com and (212) 554-7245.
Megan Chu will serve as the lead associate on the Transaction and will be responsible for the day-to-day management of the workstreams described in Section 2 above, including the coordination of document drafting, due diligence, and closing deliverables.
Derek Okonkwo will serve as a working associate providing support across all phases of the Transaction.
Leonard Cross will serve as the specialist partner providing tax structuring advice as described in Section 2.4 above and will coordinate with additional members of the Firm's Tax practice group as needed.
In addition to the core engagement team identified above, additional attorneys, including associates, counsel, and specialists from other practice groups within the Firm (including, by way of example, real estate, intellectual property, employee benefits, data privacy, and regulatory), may be assigned to the engagement from time to time as the scope and nature of the work may require. Aurelius will be informed of any material additions to the engagement team. The Firm may also utilize the services and resources of its London, Washington DC, and San Francisco offices as appropriate to the scope of the work to be performed under this engagement.
4. Fee Arrangements
4.1 Hourly Rates
Fees for legal services rendered by Calderwood & Harkness LLP in connection with this engagement will be calculated on the basis of time spent by the attorneys and other legal professionals assigned to the matter, at their respective standard hourly rates. The current standard hourly rates for the members of the core engagement team are set forth on Exhibit A attached hereto and incorporated herein by reference. The Firm's standard hourly rates reflect the experience, seniority, and specialization of the individual timekeeper, with different rate levels applicable to partners, senior associates, associates, and paralegals or legal assistants. Hourly rates are subject to periodic adjustment, as described in Exhibit A.
4.2 Billing and Payment
Invoices for fees and expenses incurred in connection with this engagement will be rendered by the Firm on a monthly basis in arrears and shall be payable by Aurelius within thirty (30) days of receipt. Each invoice will provide reasonable detail regarding the services performed during the applicable billing period, including the identity of the timekeeper, a description of the services rendered, and the time expended by each timekeeper. All invoices will reference Matter No. 1043-00002 and engagement reference SC/BH/JP/2024-0304/AGMG and should be processed and paid in accordance with Aurelius's customary accounts payable procedures.
The Firm reserves the right to charge interest at the rate of one percent (1.0%) per month on any amounts that remain unpaid more than sixty (60) days after the date of the applicable invoice. In addition, in the event that any amount remains unpaid for more than ninety (90) days after the date of the applicable invoice, the Firm reserves the right, upon reasonable prior notice to Aurelius, to suspend work on the engagement until such overdue amounts have been paid, subject to applicable rules of professional conduct.
4.3 Expenses.  In addition to professional fees, Aurelius will be responsible for the reimbursement of all reasonable out-of-pocket expenses and disbursements incurred by the Firm in connection with this engagement. Such expenses may include, but are not limited to, the following:
(a) Travel expenses (including airfare, ground transportation, lodging, and meals) incurred in connection with meetings, negotiations, closings, or other matters requiring travel;
(b) Filing fees, including fees for HSR Act notifications, UCC filings, corporate filings, and similar governmental charges;
(c) Courier and delivery charges;
(d) Database and research charges, including charges for electronic legal research services (e.g., Westmark Data Systems, Sundial Solutions) and specialized databases;
(e) Photocopying and document reproduction charges; and
(f) Telecommunications charges, including charges for conference calls and video conferencing.
Any single expense item exceeding Five Thousand Dollars ($5,000) will require the prior approval of Aurelius before such expense is incurred. Third-party costs and disbursements, including, without limitation, filing fees for HSR Act notifications, lien search costs, corporate search costs, and similar charges, will be passed through to Aurelius at cost, without markup.
4.4 Fee Estimates
Calderwood & Harkness LLP does not provide fixed-fee quotations for transactional matters of this nature, given the inherent variability in scope, complexity, and duration that characterizes M&A transactions and, in particular, carve-out transactions of the type contemplated here. The actual fees incurred will depend on a number of factors, including the complexity of the negotiations with the Purchaser and its counsel, the number and nature of any regulatory filings and approvals required, the volume and complexity of ancillary documentation (including the Transition Services Agreement and intellectual property license-back agreements), the scope and duration of the due diligence process, and the extent of post-closing purchase price adjustment disputes or other post-closing matters.
Notwithstanding the foregoing, based on the Firm's experience with comparable carve-out transactions and the anticipated scope of work described in Section 2 of this Letter, the Firm estimates that total professional fees for the engagement (exclusive of expenses and disbursements) will be in the range of Two Million Five Hundred Thousand Dollars ($2,500,000) to Four Million Dollars ($4,000,000). This estimate assumes a transaction timeline of approximately six to nine months from the date of this Letter through closing, a single regulatory filing under the HSR Act, and a moderate level of complexity in the negotiation of the Purchase Agreement and ancillary documents.
This estimate is provided for planning and budgeting purposes only and does not constitute a fee cap, a guaranteed maximum, or a commitment by the Firm not to exceed the stated range. In the event that it appears likely that total professional fees will materially exceed the upper end of this range, the Firm will promptly advise Aurelius and discuss the factors contributing to such increase.
4.5 Retainer.  No retainer is required at this time. The Firm reserves the right to request a retainer or advance deposit in the event that any fees or expenses remain unpaid beyond the payment terms set forth in Section 4.2 above.
5. Client Identity and Conflicts
The client for purposes of this engagement is Aurelius Global Media Group PLC and its subsidiary Aurelius Media Holdings Inc. (collectively, the "Client"). For the avoidance of doubt, MPH, as the entity to be divested, is not a client of the Firm for purposes of this engagement, and the Firm does not owe any duties of loyalty, confidentiality, or privilege to MPH or any of its subsidiaries independent of its duties to Aurelius and AMH.
The Firm has conducted a comprehensive conflicts check against the following entities and their known affiliates: Aurelius Global Media Group PLC, Aurelius Media Holdings Inc., Meridian Press Holdings LLC, Meridian Distribution Services Inc., Bellweather Academic Press Inc., Foxglove Media LLC, and Meridian Press Canada ULC. Based on the results of that conflicts check, the Firm has confirmed that no disqualifying conflicts of interest exist as of the date hereof that would prevent the Firm from undertaking this engagement.
The Firm notes that it has no current attorney-client relationship with any prospective purchaser that has been identified by Aurelius or Haverford Whitmore & Co. as of the date of this Letter. However, given the nature and scope of the Firm's practice, it is possible that a conflict may arise with respect to a prospective purchaser as the sale process progresses and additional parties are identified. Should such a conflict arise, the Firm will promptly notify Aurelius and discuss appropriate steps, which may include the implementation of an ethical screen, the obtaining of informed written consent, or, if necessary, the withdrawal from representation of the conflicted matter.
Aurelius acknowledges that Calderwood & Harkness LLP is a large, international law firm with a diverse and extensive client base and agrees that the Firm's representation of other clients in matters unrelated to this engagement shall not constitute a conflict of interest. Aurelius further acknowledges that the Firm may currently represent, or may in the future represent, entities that are adverse to Aurelius or its affiliates in matters unrelated to the Transaction, and consents to such representation, provided that the Firm will not represent any party adverse to Aurelius in any matter that is substantially related to the subject matter of this engagement.
6. Confidentiality and Privilege
All communications, work product, memoranda, analyses, and advice provided by Calderwood & Harkness LLP in connection with this engagement are confidential and are protected by the attorney-client privilege and/or the work product doctrine, to the fullest extent permitted by applicable law. The Firm will treat all information received from Aurelius in connection with this engagement as confidential and will not disclose such information to any third party, except as authorized by Aurelius in writing, as required by applicable law or court order, or as reasonably necessary to carry out the Firm's representation of Aurelius in connection with the Transaction (including, for example, disclosures to opposing counsel, regulatory authorities, or other third parties in the ordinary course of the Transaction).
Aurelius agrees to take reasonable steps to maintain the confidentiality of the Firm's advice and work product and to preserve all applicable privileges. In particular, Aurelius agrees that it will not disclose or disseminate the Firm's privileged communications, memoranda, or other work product to third parties (including the Purchaser, its counsel, or any other counterparty) without the Firm's prior written consent, except as may be required in the ordinary course of the Transaction or as compelled by law or legal process.
7. Document Retention
The Firm will maintain files related to this engagement, including both physical and electronic files, in accordance with its standard document retention policies. Such files may include correspondence, memoranda, drafts, agreements, research materials, and other documents generated or received in connection with the engagement.
At the conclusion of the engagement, the Firm will retain the file for a period consistent with its document retention policies as then in effect. Under the Firm's current policies, engagement files are retained for a period of ten (10) years from the date on which the file is formally closed, after which the files may be destroyed, deleted, or otherwise disposed of without further notice to or consent from Aurelius. The Firm will, however, use reasonable efforts to provide advance notice to Aurelius prior to any such destruction, to the extent practicable.
Original documents provided by Aurelius to the Firm in connection with this engagement will be returned to Aurelius upon written request at the conclusion of the engagement, at Aurelius's expense.
8. Termination
Either party may terminate this engagement at any time upon written notice to the other party, subject to applicable rules of professional conduct, including, without limitation, Rule 1.16 of the New York Rules of Professional Conduct. In the event that the Firm seeks to withdraw from the engagement, the Firm will provide Aurelius with reasonable advance notice and will take all steps reasonably necessary to protect Aurelius's interests, including the orderly transition of the matter to successor counsel.
In the event of termination by either party, Aurelius shall remain responsible for payment of all fees earned and expenses incurred by the Firm through the effective date of termination, in accordance with the fee arrangements set forth in Section 4 of this Letter. The Firm will render a final invoice within thirty (30) days following the effective date of termination.
Upon termination, the Firm will cooperate fully in the orderly transition of the matter to successor counsel designated by Aurelius, including by making the engagement file available for review and transfer, subject to the Firm's right to retain copies for its own records and any applicable lien on the file for unpaid fees and expenses.
9. Limitation of Liability
To the fullest extent permitted by applicable law, Calderwood & Harkness LLP's aggregate liability to Aurelius and its affiliates arising out of, relating to, or in connection with the services provided under this engagement, whether based on contract, tort (including negligence), strict liability, or any other theory of liability, shall not exceed the total amount of professional fees actually paid by Aurelius to the Firm for services rendered under this Engagement Letter.
This limitation of liability shall not apply to claims arising from the Firm's gross negligence or willful misconduct. For the avoidance of doubt, in no event shall the Firm be liable to Aurelius or any of its affiliates for any indirect, consequential, special, incidental, or punitive damages, regardless of whether such damages were foreseeable or whether the Firm was advised of the possibility of such damages.
10. Governing Law and Dispute Resolution
This Engagement Letter shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to principles of conflicts of law that would require the application of the laws of any other jurisdiction.
Any dispute, controversy, or claim arising out of or relating to this Engagement Letter, or the breach, termination, or validity thereof, shall be resolved by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its then-current Commercial Arbitration Rules. The arbitration shall be conducted in the City of New York, State of New York, before a single arbitrator mutually agreed upon by the parties or, if the parties are unable to agree, appointed by the AAA in accordance with its rules. The decision and award of the arbitrator shall be final and binding upon the parties and may be entered and enforced in any court of competent jurisdiction. Each party shall bear its own costs and expenses incurred in connection with any such arbitration, unless the arbitrator determines otherwise.
11. Miscellaneous Provisions
This Engagement Letter constitutes the entire agreement between Calderwood & Harkness LLP and Aurelius with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, negotiations, representations, and warranties, whether written or oral, relating to such subject matter.
No amendment, modification, supplement, or waiver of any provision of this Engagement Letter shall be effective unless made in writing and signed by a duly authorized representative of each of the parties hereto. No failure or delay by either party in exercising any right, power, or remedy under this Engagement Letter shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof.
This Engagement Letter may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Letter by electronic mail (including PDF) or other electronic transmission shall be as effective as delivery of an original executed counterpart.
If any provision of this Engagement Letter is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction or an arbitral tribunal, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and such invalid, illegal, or unenforceable provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving the intent of the parties.
12. Acceptance
If the foregoing terms and conditions are acceptable to Aurelius, please indicate your agreement by having an authorized representative of Aurelius sign and date this Engagement Letter in the space provided below and return a fully executed copy to the undersigned. Upon receipt of the countersigned copy, this Engagement Letter shall constitute a binding agreement between Calderwood & Harkness LLP and Aurelius with respect to the engagement described herein.
We look forward to working with you and your team on this important transaction. Please do not hesitate to contact Beatrice Holloway or James Prentice if you have any questions regarding this Letter or any aspect of the engagement.
Very truly yours,
CALDERWOOD & HARKNESS LLP
CALDERWOOD & HARKNESS LLP
By: ________
Beatrice Holloway, Partner Responsible Partner, Mergers & Acquisitions
By: ________
James Prentice, Partner Billing Partner, Mergers & Acquisitions
ACKNOWLEDGED AND AGREED:
AURELIUS GLOBAL MEDIA GROUP PLC
By: ________
Name: Claudia Restrepo
Title: General Counsel
Date: ________
EXHIBIT A
SCHEDULE OF CURRENT HOURLY RATES
Calderwood & Harkness LLP Matter No. 1043-00002 Engagement Reference: SC/BH/JP/2024-0304/AGMG
The following table sets forth the current standard hourly rates for the members of the core engagement team assigned to this matter, effective as of January 1, 2024:
In addition to the timekeepers listed above, the following standard hourly rates are applicable to other categories of legal professionals who may be assigned to the engagement from time to time:
Note Regarding Rate Adjustments. The Firm's standard hourly rates are subject to periodic adjustment, typically on an annual basis effective as of January 1 of each calendar year. Any adjustments to the rates of timekeepers assigned to this engagement will be communicated to the Client in advance and will apply to services rendered on or after the effective date of such adjustment. Rate adjustments are generally consistent with prevailing market conditions and the Firm's overall rate structure.
Note Regarding Specialist Timekeepers. To the extent that attorneys from practice groups other than Mergers & Acquisitions and Tax are assigned to the engagement (e.g., real estate, intellectual property, employee benefits, regulatory, or data privacy), the applicable hourly rates for such specialists will fall within the ranges set forth in the table above and will be reflected on the relevant monthly invoices.
CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED Calderwood & Harkness LLP | 425 Park Avenue, New York, NY 10022
Name | Role | Practice Group
Beatrice Holloway | Responsible Partner | Mergers & Acquisitions
James Prentice | Billing Partner | Mergers & Acquisitions
Megan Chu | Lead Associate | Mergers & Acquisitions
Derek Okonkwo | Working Associate | Mergers & Acquisitions
Leonard Cross | Specialist Partner | Tax
Timekeeper | Role | Seniority Level | Standard Hourly Rate (USD)
Beatrice Holloway | Responsible Partner | Partner | $1,650
James Prentice | Billing Partner | Partner | $1,575
Leonard Cross | Specialist Partner (Tax) | Partner | $1,625
Megan Chu | Lead Associate | Senior Associate | $1,150
Derek Okonkwo | Working Associate | Associate | $895
Seniority Level | Standard Hourly Rate Range (USD)
Partner | $1,475 — $1,750
Of Counsel / Senior Counsel | $1,250 — $1,475
Senior Associate | $1,050 — $1,250
Associate | $750 — $1,050
Paralegal / Legal Assistant | $425 — $575

CALDERWOOD & HARKNESS LLP Attorneys at Law

CALDERWOOD & HARKNESS LLP

CALDERWOOD & HARKNESS LLP

ACKNOWLEDGED AND AGREED:

AURELIUS GLOBAL MEDIA GROUP PLC

EXHIBIT A

SCHEDULE OF CURRENT HOURLY RATES

Record

Parties

Dates

Amounts