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DEPOSITARY AGREEMENT

by and between

AURELIUS MEDIA HOLDINGS LLC

a Delaware limited liability company

("Offeror" or "AMH LLC")

and

CONTINENTAL FIDUCIARY SERVICES, INC.

a New York corporation

("Depositary")

Dated as of September 8, 2021

In connection with the Tender Offer for Shares of Common Stock of

PINNACLE CONTENT HOLDINGS, INC.

a Delaware corporation

(Nasdaq: PCHL)

DEPOSITARY AGREEMENT

This DEPOSITARY AGREEMENT (this "Agreement") is entered into as of September 8, 2021, by and between Aurelius Media Holdings LLC, a Delaware limited liability company (the "Offeror" or "AMH LLC"), and Continental Fiduciary Services, Inc., a New York corporation (the "Depositary").

RECITALS

WHEREAS, AMH LLC is a limited liability company duly organized and validly existing under the laws of the State of Delaware (Delaware Secretary of State file number 7894512), formed on August 12, 2021, and is a wholly owned subsidiary of Aurelius Global Media Group PLC, a public limited company organized and existing under the laws of England and Wales (Companies House registered number 08541276), headquartered at 44 Lombard Crescent, London EC3V 9BQ, United Kingdom, whose ordinary shares are listed and traded on the London Stock Exchange under the ticker symbol LON: AGMG (the "Parent");

WHEREAS, Pinnacle Content Holdings, Inc. is a corporation duly organized and existing under the laws of the State of Delaware, headquartered at 2300 Magnolia Boulevard, Suite 1100, Burbank, California 91502 (the "Company" or "Pinnacle"), with 20,000,000 shares of common stock, par value $0.001 per share, issued and outstanding as of the date hereof, which shares are listed and traded on the Nasdaq Stock Market under the ticker symbol PCHL (Commission File No. CIK: 0001847263);

WHEREAS, on September 8, 2021, the Offeror commenced a tender offer (the "Offer") to purchase up to 6,980,050 shares of common stock of the Company at a price of $4.01 per share, net to the seller in cash, without interest thereon, for an aggregate purchase price of approximately $28,000,000, representing approximately 34.9% of the outstanding shares of common stock of the Company;

WHEREAS, the Offer is subject to the terms and conditions set forth in the Offer to Purchase dated September 8, 2021, which was filed as Exhibit (a)(1)(A) to the Tender Offer Statement on Schedule TO filed by the Offeror and the Parent with the U.S. Securities and Exchange Commission (the "SEC") on September 8, 2021 (File No. 005-92847), and the related Letter of Transmittal filed as Exhibit (a)(1)(B) thereto;

WHEREAS, Ridgeway Proxy Advisors LLC has been engaged by the Offeror to serve as the Information Agent in connection with the Offer;

WHEREAS, the Offeror desires to appoint the Depositary to act as depositary and paying agent in connection with the Offer, to receive and hold tendered shares, to process Letters of Transmittal and book-entry confirmations, to tabulate tenders and withdrawals, to effect payment to tendering holders upon acceptance of shares by the Offeror, and to perform such other duties as are customary for depositary agents in connection with tender offers and as are more fully set forth herein; and

WHEREAS, the Depositary is willing to accept such appointment and to perform the duties described herein on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I — DEFINITIONS

As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not defined in this Article I shall have the meanings assigned to them elsewhere in this Agreement.

"Acceptance Date" means the date on which the Offeror first accepts validly tendered and not withdrawn Shares for payment pursuant to the Offer.

"Acceptance Notice" means written notice delivered by or on behalf of the Offeror to the Depositary directing the Depositary to accept for payment validly tendered and not withdrawn Shares, substantially in the form attached hereto as Exhibit A.

"Agreement" means this Depositary Agreement, including all Schedules and Exhibits attached hereto, as the same may be amended, supplemented, or otherwise modified from time to time in accordance with the terms hereof.

"Business Day" means any day other than a Saturday, Sunday, or any day on which banking institutions in the City of New York, State of New York, are authorized or required by law or executive order to close.

"Company" means Pinnacle Content Holdings, Inc., a Delaware corporation.

"DTC" means The Depository Trust Company, a registered clearing agency organized under the laws of the State of New York.

"Expiration Date" means the initial expiration date of the Offer, being 12:00 midnight, Eastern Time, on October 8, 2021 (the date that is 20 business days after commencement of the Offer), as such date may be extended from time to time by the Offeror in accordance with the terms of the Offer Documents and applicable law. The parties acknowledge that the Offeror has extended the Expiration Date to 12:00 midnight, Eastern Time, on November 5, 2021, and may further extend the Expiration Date.

"Information Agent" means Ridgeway Proxy Advisors LLC, with offices at 105 Madison Avenue, Suite 1200, New York, NY 10016.

"Letter of Transmittal" means the form of Letter of Transmittal accompanying the Offer to Purchase, as the same may be amended or supplemented from time to time, pursuant to which holders of Shares may tender their Shares in connection with the Offer.

"Maximum Number" means 6,980,050 Shares, being the maximum number of Shares that the Offeror has offered to purchase pursuant to the Offer.

"Minimum Tender Condition" means the condition to the Offer that at least 5,000,000 Shares (representing 25.0% of the 20,000,000 Shares outstanding as of the commencement of the Offer) shall have been validly tendered and not properly withdrawn prior to the Expiration Date.

"Offer" means the tender offer by the Offeror to purchase up to 6,980,050 Shares at a price of $4.01 per Share, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer Documents.

"Offer Documents" means, collectively, the Offer to Purchase, the Letter of Transmittal, the Schedule TO, and all amendments, supplements, and exhibits thereto, as filed with the SEC from time to time.

"Offer Price" means $4.01 per Share, net to the seller in cash, without interest thereon.

"Offer to Purchase" means the Offer to Purchase dated September 8, 2021, as the same may be amended or supplemented from time to time.

"Offeror" means Aurelius Media Holdings LLC, a Delaware limited liability company.

"Parent" means Aurelius Global Media Group PLC, a public limited company organized under the laws of England and Wales (Companies House registered number 08541276), with its registered office at 44 Lombard Crescent, London EC3V 9BQ, United Kingdom.

"Proration" means the pro rata reduction of Shares accepted for payment from each tendering holder if the aggregate number of Shares validly tendered and not properly withdrawn exceeds the Maximum Number, calculated and applied in accordance with Article V of this Agreement.

"Schedule TO" means the Tender Offer Statement on Schedule TO filed by the Offeror and the Parent with the SEC on September 8, 2021, as amended by Amendment No. 1 filed October 6, 2021 and Amendment No. 2 filed November 12, 2021, and as the same may be further amended or supplemented from time to time (SEC File No. 005-92847).

"SEC" means the U.S. Securities and Exchange Commission.

"Shares" means shares of common stock, par value $0.001 per share, of Pinnacle Content Holdings, Inc.

ARTICLE II — APPOINTMENT AND ACCEPTANCE

Section 2.1 — Appointment.

The Offeror hereby appoints Continental Fiduciary Services, Inc. as the depositary and paying agent for the Offer, and the Depositary hereby accepts such appointment and agrees to perform the duties and obligations set forth in this Agreement. The Depositary shall act as the exclusive depositary and paying agent for the Offer, subject to the terms and conditions of this Agreement and the Offer Documents. Lisa Pryor, Vice President, Corporate Actions, shall serve as the Depositary's primary contact for all communications under this Agreement, and the Depositary shall promptly notify the Offeror in writing if the primary contact is changed for any reason. The Depositary's address for all notices, deliveries, and other communications under this Agreement is:

Continental Fiduciary Services, Inc. 1 Ashbury Asset Advisors Plaza, 30th Floor New York, NY 10004

Attention: Lisa Pryor, Vice President, Corporate Actions

Telephone: (212) 555-4100 Facsimile: (212) 555-4101

Email: lpryor@continentalfiduciary.com

Section 2.2 — Capacity.

The Depositary acts solely as agent of the Offeror in connection with the Offer and not as agent of the Company, the Parent, or any tendering shareholder, and shall have no obligations or duties to any person other than the Offeror except as expressly set forth in this Agreement. Nothing in this Agreement shall be construed to impose upon the Depositary any fiduciary or other implied duties to any tendering shareholder or any other person. The Depositary shall not be deemed a trustee or fiduciary with respect to any Shares tendered or any funds held in connection with the Offer. Nothing in this Agreement shall be construed to create a trust, whether express, implied, constructive, or resulting.

Section 2.3 — Reliance on Offer Documents.

The Depositary is entitled to rely, and shall be fully protected in relying, upon the Offer to Purchase, the Letter of Transmittal, the Schedule TO, and any amendments, supplements, or modifications thereto that are delivered to the Depositary by the Offeror or by Calderwood & Harkness LLP (787 Seventh Avenue, 42nd Floor, New York, NY 10019), counsel to the Offeror and the Parent, without any duty of independent investigation or verification. The Depositary shall be entitled to assume that the Offer Documents delivered to it are accurate, complete, and in compliance with all applicable laws, rules, and regulations unless it has actual knowledge to the contrary. The Offeror shall promptly provide the Depositary with copies of all filings made with the SEC in connection with the Offer, including any amendments to the Schedule TO and any correspondence with the staff of the SEC relating to the Offer Documents.

ARTICLE III — RECEIPT AND CUSTODY OF TENDERED SHARES

Section 3.1 — Receipt of Tenders.

The Depositary shall receive and hold all Letters of Transmittal and share certificates, together with all accompanying documentation, representing Shares tendered pursuant to the Offer. The Depositary shall also receive and hold book-entry confirmations transmitted through DTC's Automated Tender Offer Program ("ATOP") representing Shares tendered by book-entry transfer. All tenders of certificated Shares and accompanying Letters of Transmittal shall be received at the Depositary's office at 1 Ashbury Asset Advisors Plaza, 30th Floor, New York, NY 10004, during normal business hours, or by mail delivered to such address. All tenders of book-entry Shares shall be received via DTC book-entry transfer to the Depositary's DTC participant account, as specified in the Offer Documents.

The Depositary shall maintain a secure and complete record of all tenders received in connection with the Offer, including the following information with respect to each tender:

(a) the date and time of receipt of the tender;

(b) the name, address, and taxpayer identification number (if provided) of the tendering holder;

(d) the certificate number or numbers of the tendered Shares (if physical certificates are delivered);

(e) the DTC participant number and the DTC confirmation number (if the Shares are tendered by book-entry transfer);

(f) whether a medallion signature guarantee was provided and, if so, the name of the guarantor institution;

(g) whether a properly completed IRS Form W-9 or applicable Form W-8 was included with the tender; and

(h) any special delivery or payment instructions provided by the tendering holder in the Letter of Transmittal.

Such records shall be maintained in both electronic and hard copy form, and shall be made available to the Offeror and Calderwood & Harkness LLP upon reasonable request.

Section 3.2 — Verification of Tenders.

The Depositary shall examine each Letter of Transmittal and all accompanying documentation to verify that such materials are complete, properly executed, and in compliance with the instructions set forth in the Letter of Transmittal and the Offer to Purchase. Without limiting the generality of the foregoing, the Depositary shall check for the following:

(a) the presence of all requisite signatures of the tendering holder or authorized representative;

(b) a medallion signature guarantee from an eligible guarantor institution (as defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended) where required by the terms of the Letter of Transmittal, including in cases where the tendering holder has requested that payment be made to, or Shares be returned to, someone other than the registered holder;

(c) a properly completed and signed IRS Form W-9 (or, in the case of a non-U.S. person, the appropriate Form W-8, including Form W-8BEN, Form W-8BEN-E, or Form W-8IMY, as applicable);

(d) compliance with all other instructions set forth in the Letter of Transmittal, including instructions regarding the method of delivery, special payment instructions, and special delivery instructions;

(e) that the number of Shares indicated in the Letter of Transmittal matches the number of Shares represented by the accompanying certificates or book-entry confirmation; and

(f) the presence of any conditions or qualifications to the tender that are not permitted under the terms of the Offer.

The Depositary shall promptly notify the Offeror and Calderwood & Harkness LLP in writing (which may include email) of any irregularities, deficiencies, or ambiguities discovered in connection with any tendered materials, and shall provide a reasonably detailed description of the nature of each such irregularity, deficiency, or ambiguity. The Offeror reserves the right, in its sole and absolute discretion, to waive any defects or irregularities in any tender of Shares, and such waiver shall not constitute a waiver of any other defects or irregularities or any right of the Offeror with respect to any other tender. The Depositary shall comply with the Offeror's written instructions regarding such waivers. Neither the Offeror, the Depositary, the Information Agent, Calderwood & Harkness LLP, nor any other person shall be under any obligation to give notice of any defects or irregularities in tenders, nor shall any of them incur any liability for failure to give such notice.

Section 3.3 — Guaranteed Delivery Procedures.

The Depositary shall accept Notices of Guaranteed Delivery in accordance with the guaranteed delivery procedures set forth in the Offer to Purchase and the Letter of Transmittal. Shares tendered by guaranteed delivery shall be deemed validly tendered for purposes of the Offer only if the Depositary receives, within three (3) Nasdaq trading days after the date of execution of the Notice of Guaranteed Delivery, (i) the share certificates (or a book-entry confirmation of transfer of such Shares into the Depositary's DTC account) representing the tendered Shares, (ii) a properly completed and duly executed Letter of Transmittal (or, in the case of book-entry transfer, an Agent's Message through ATOP), and (iii) any other documents required by the Letter of Transmittal.

The Depositary shall maintain a record of all Notices of Guaranteed Delivery received, including the name of the eligible guarantor institution, the date of the Notice, and the number of Shares covered thereby, and shall track the status of each guaranteed delivery to determine whether the underlying Shares and documentation have been received within the required time period.

Section 3.4 — Custody and Safekeeping.

The Depositary shall hold all tendered Shares, whether in certificated or book-entry form, in a segregated account or accounts established and maintained solely for the purpose of the Offer, separate and apart from the Depositary's own proprietary assets and from the assets of any other client of the Depositary. The Depositary shall not commingle tendered Shares or funds received in connection with the Offer with any other assets.

The Depositary shall not sell, transfer, pledge, hypothecate, encumber, or otherwise dispose of any tendered Shares except as expressly directed by the Offeror in writing and in accordance with this Agreement. The Depositary shall exercise the same degree of care and diligence in the custody and safekeeping of tendered Shares as a reasonably prudent professional depositary agent would exercise under like circumstances.

The Depositary shall maintain appropriate fidelity and errors-and-omissions insurance coverage, and shall implement and maintain internal controls and procedures consistent with industry standards for the safeguarding of tendered shares and related documentation.

ARTICLE IV — TABULATION OF TENDERS

Section 4.1 — Daily Tabulation Reports.

Commencing on the first Business Day following the commencement of the Offer, and continuing on each Business Day thereafter through and including the first Business Day following the Expiration Date (as the same may be extended), the Depositary shall prepare and deliver to the Offeror and to Calderwood & Harkness LLP (Attention: James Prentice) a daily tabulation report substantially in the form attached hereto as Exhibit B (each, a "Daily Tabulation Report"). Each Daily Tabulation Report shall be delivered by email or other electronic means no later than 6:00 p.m. Eastern Time on each such Business Day, and shall set forth the following information:

(a) the number of Shares tendered during such Business Day, separately identifying Shares tendered by physical certificate and Shares tendered by book-entry transfer through DTC;

(b) the cumulative number of Shares validly tendered and not withdrawn as of the close of business on such Business Day;

(c) the number of Shares for which Notices of Guaranteed Delivery have been received, including the cumulative number of guaranteed delivery notices outstanding and those for which the underlying Shares and documentation have been received;

(d) the number of Shares withdrawn during such Business Day (if any) and the cumulative number of Shares withdrawn to date;

(e) a summary of any tenders that are subject to irregularities, deficiencies, or defects, together with a brief description of the nature of such irregularities, deficiencies, or defects; and

(f) such other information as the Offeror or Calderwood & Harkness LLP may reasonably request from time to time.

Upon reasonable request by the Offeror, the Depositary shall provide supplemental or ad hoc tabulation updates in addition to the scheduled Daily Tabulation Reports.

Section 4.2 — Final Tabulation.

On the Expiration Date (or as promptly as practicable thereafter, but in no event later than the close of business on the first Business Day following the Expiration Date), the Depositary shall prepare and deliver to the Offeror and to Calderwood & Harkness LLP a final tabulation (the "Final Tabulation") of all Shares validly tendered and not properly withdrawn as of the Expiration Date. The Final Tabulation shall separately identify:

(a) the total number of Shares tendered by physical certificate delivery;

(b) the total number of Shares tendered by book-entry transfer through DTC;

(c) the total number of Shares tendered pursuant to the guaranteed delivery procedures set forth in Section 3.3, distinguishing between those for which the underlying Shares and documentation have been received and those for which the guaranteed delivery period has not yet expired;

(d) the total number of Shares withdrawn prior to the Expiration Date;

(e) the total number of Shares tendered that are subject to unresolved irregularities, deficiencies, or defects;

(f) the net total of Shares validly tendered and not properly withdrawn; and

(g) a complete list of all tendering holders, including the name, address, and number of Shares tendered by each holder.

The parties acknowledge and agree that, as of November 2, 2021 (three Business Days prior to the extended Expiration Date of November 5, 2021), approximately 1,420,000 Shares had been validly tendered and not properly withdrawn, representing approximately 7.1% of the 20,000,000 outstanding Shares, which was well below the 5,000,000-Share Minimum Tender Condition.

Section 4.3 — Cooperation with Information Agent.

The Depositary shall coordinate and cooperate with Ridgeway Proxy Advisors LLC, the Information Agent for the Offer (Attention: Martin Cheswick, Senior Managing Director), in connection with all matters relating to shareholder inquiries, tabulation reconciliation, and the distribution and dissemination of Offer Documents. Without limiting the foregoing, the Depositary shall:

(a) promptly respond to reasonable requests from the Information Agent for tabulation data and related information;

(b) cooperate with the Information Agent in reconciling any discrepancies between the Depositary's tabulation records and the Information Agent's records of shareholder contacts and Offer Document distributions;

(c) coordinate with the Information Agent regarding the mailing or delivery of Offer Documents, Letters of Transmittal, and any amended or supplemental materials to shareholders; and

(d) refer to the Information Agent any shareholder inquiries received by the Depositary that relate to matters within the Information Agent's scope of responsibility.

ARTICLE V — PRORATION CALCULATIONS

Section 5.1 — Proration Procedures.

If the aggregate number of Shares validly tendered and not properly withdrawn prior to the Expiration Date exceeds the Maximum Number of 6,980,050 Shares, the Depositary shall calculate a proration factor (the "Proration Factor") by dividing 6,980,050 by the total number of Shares validly tendered and not properly withdrawn (after giving effect to all withdrawals received prior to the Expiration Date and to the odd lot priority set forth in Section 5.3 below). The Proration Factor shall be expressed as a percentage rounded to the nearest one-hundredth of one percent (0.01%).

The Proration Factor shall be applied to the total number of Shares tendered by each tendering holder (other than holders entitled to odd lot priority under Section 5.3) on a pro rata basis, and the number of Shares accepted for payment from each such holder shall be rounded down to the nearest whole Share. Fractional Shares resulting from the application of the Proration Factor shall not be accepted for payment by the Offeror.

After application of the Proration Factor and rounding, if the total number of Shares to be accepted for payment is less than the Maximum Number (due to rounding), the remaining Shares (the "odd lot remainder") shall be allocated among tendering holders in the Offeror's discretion, or as directed by the Offeror, in a manner consistent with applicable rules and regulations of the SEC, including Rule 14d-8 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

The Depositary shall perform all proration calculations in accordance with the procedures set forth in this Section 5.1 and shall deliver a written summary of such calculations to the Offeror and Calderwood & Harkness LLP promptly following the Final Tabulation.

Section 5.2 — Notice of Proration.

If proration is required pursuant to Section 5.1, the Depositary shall notify each tendering holder whose Shares are subject to proration of (a) the Proration Factor, (b) the number of such holder's Shares accepted for payment, and (c) the number of such holder's Shares not accepted for payment and being returned. Such notice shall be delivered by the Depositary within two (2) Business Days after the Acceptance Date, by first class mail, postage prepaid, to the address of each tendering holder as specified in the applicable Letter of Transmittal or, in the case of Shares tendered by book-entry transfer, by electronic notification through DTC.

The Depositary shall return all Shares not accepted for payment due to proration in accordance with Article VII of this Agreement, promptly following payment for the accepted Shares.

Section 5.3 — Odd Lot Priority.

In accordance with Rule 14d-8 under the Exchange Act, holders of fewer than 100 Shares who validly tender all of their Shares and who complete the applicable section of the Letter of Transmittal certifying their odd lot status shall not be subject to proration. All Shares tendered by such odd lot holders who comply with the foregoing requirements shall be accepted for payment in full before any proration is applied to the remaining tendering holders. The Depositary shall separately identify all odd lot tenders in its tabulation records and shall exclude such tenders from the proration calculations set forth in Section 5.1.

ARTICLE VI — PAYMENT MECHANICS

Section 6.1 — Funding by Offeror.

Upon the satisfaction or waiver by the Offeror of all conditions to the Offer (including, without limitation, the Minimum Tender Condition that at least 5,000,000 Shares be validly tendered and not properly withdrawn prior to the Expiration Date), and upon or contemporaneously with the delivery by the Offeror of an Acceptance Notice to the Depositary, the Offeror shall deposit with the Depositary, by wire transfer of immediately available funds to the account specified in Schedule B attached hereto, an amount in United States dollars equal to the aggregate Offer Price for all Shares accepted for payment pursuant to the Offer (i.e., the number of accepted Shares multiplied by $4.01 per Share). Such deposit shall be made no later than the Business Day immediately preceding the date on which the Depositary is required to commence payment to tendering holders under Section 6.3 of this Agreement.

The parties acknowledge that the Offer is funded by a $30,000,000 senior secured term loan facility provided by Brindoval National Bank, N.A., pursuant to a commitment letter dated August 30, 2021 (reference number CL-2021-MTC-00487), with AMH LLC as borrower and Aurelius Global Media Group PLC as guarantor (the "Financing Facility"). The availability of funds under the Financing Facility is a condition to the Offeror's obligation to fund the aggregate Offer Price, and the Depositary shall have no obligation to make payments to tendering holders unless and until it has received the full amount of the aggregate Offer Price in immediately available funds.

The Offeror shall provide the Depositary with written wire transfer instructions for the Depositary's designated account in accordance with Schedule B. The Depositary shall promptly confirm receipt of the funds by written notice to the Offeror and Calderwood & Harkness LLP.

Section 6.2 — Payment to Tendering Holders.

Upon receipt of the full amount of the aggregate Offer Price from the Offeror and the Acceptance Notice, the Depositary shall promptly pay each tendering holder whose Shares have been accepted for payment pursuant to the Offer the Offer Price of $4.01 per Share, net to the seller in cash, without interest thereon.

Payment to each tendering holder shall be made by one of the following methods:

(a) Payment by Check. Unless the tendering holder has provided wire transfer instructions in the Letter of Transmittal, payment shall be made by check drawn on a commercial bank in the United States, payable to the order of the tendering holder (or such other payee as may be designated in the Letter of Transmittal, subject to compliance with signature guarantee requirements), and mailed by first class mail, postage prepaid, to the address specified in the Letter of Transmittal or, if no address is specified, to the address of the tendering holder as shown on the share register of the Company.

(b) Payment by Wire Transfer. If the tendering holder has provided wire transfer instructions in the Letter of Transmittal, and the aggregate amount payable to such holder equals or exceeds $5,000, payment shall be made by wire transfer of immediately available funds to the account specified by such holder. The Depositary shall not be liable for any delays or failures in effecting wire transfers that result from incomplete or inaccurate wire instructions provided by the tendering holder.

All payments shall be made net of any applicable federal backup withholding tax. If a tendering holder has failed to provide a properly completed and signed IRS Form W-9 (or, in the case of a non-U.S. person, the appropriate IRS Form W-8), the Depositary shall deduct and withhold from the payment to such holder the amount required to be withheld under the backup withholding rules of Section 3406 of the Internal Revenue Code of 1986, as amended, currently at the rate of 24%. The Depositary shall timely remit all withheld amounts to the Internal Revenue Service and shall provide each holder subject to withholding with an appropriate statement of the amount withheld.

Section 6.3 — Timing of Payment.

The Depositary shall effect payment to tendering holders promptly, and in any event within three (3) Business Days, following receipt of the Offeror's funds and the Acceptance Notice. The Offeror shall accept validly tendered and not properly withdrawn Shares for payment promptly after the satisfaction or waiver of all conditions to the Offer, in accordance with the requirements of Rule 14e-1(c) under the Exchange Act, which requires that the Offeror pay the consideration offered or return the securities deposited by the security holders promptly after the termination or withdrawal of the tender offer.

Section 6.4 — Lost or Destroyed Certificates.

If a certificate representing tendered Shares has been lost, stolen, mutilated, or destroyed, the tendering holder shall deliver to the Depositary an affidavit of loss in form and substance satisfactory to the Depositary and the Offeror, certifying the loss, theft, mutilation, or destruction of such certificate. In addition, if requested by the Offeror, the tendering holder shall provide a surety bond in an amount satisfactory to the Offeror and the Depositary, from a surety company acceptable to the Offeror, indemnifying the Offeror, the Company, the Depositary, and their respective agents against any loss, liability, cost, or expense that may arise in connection with the lost, stolen, mutilated, or destroyed certificate. The Depositary shall not make payment for Shares represented by a lost, stolen, mutilated, or destroyed certificate until such affidavit (and, if requested, surety bond) has been received and approved.

ARTICLE VII — RETURN OF SHARES

Section 7.1 — Return Upon Non-Satisfaction of Conditions.

If the Offer expires or is terminated without the Offeror accepting any tendered Shares for payment, including without limitation due to the failure of the Minimum Tender Condition or any other condition to the Offer, the Depositary shall promptly (and in any event within five (5) Business Days following the expiration or termination of the Offer) return all tendered Shares to the respective tendering holders. The return of tendered Shares shall be effected as follows:

(a) Certificated Shares. Share certificates shall be returned to the tendering holder by registered mail, insured for the full replacement value of the certificates, to the address specified in the Letter of Transmittal or, if no address is specified, to the registered address of the tendering holder as shown on the share register of the Company.

(b) Book-Entry Shares. Shares tendered by book-entry transfer through DTC shall be returned by credit to the DTC participant account from which such Shares were originally transferred to the Depositary's DTC account, in accordance with DTC's customary procedures.

The parties acknowledge that, upon the expiration of the Offer on November 5, 2021, without the Offeror's acceptance of any tendered Shares, approximately 1,420,000 Shares that had been validly tendered were required to be, and were, returned to the respective tendering holders in accordance with this Section 7.1, as the Minimum Tender Condition of 5,000,000 Shares was not satisfied.

Section 7.2 — Return Upon Withdrawal.

If a tendering holder validly withdraws Shares prior to the Expiration Date (or at any other time when withdrawal rights are available under applicable law and the terms of the Offer), in accordance with the withdrawal rights set forth in the Offer to Purchase and Article VIII of this Agreement, the Depositary shall return such withdrawn Shares promptly to the withdrawing holder by the same methods described in Section 7.1 above. The return of withdrawn Shares shall be effected as promptly as practicable, and in any event within three (3) Business Days following the Depositary's determination that the withdrawal notice is valid.

Section 7.3 — Return Upon Proration.

If proration is required pursuant to Article V and the Depositary has returned fewer Shares than were originally tendered by any holder, the Depositary shall return the Shares not accepted for payment due to proration promptly following payment for the accepted Shares, and in any event within five (5) Business Days following the Acceptance Date, by the same methods described in Section 7.1 above.

Section 7.4 — No Liability for Return.

The Depositary shall not be liable for any loss, damage, delay, or failure in returning Shares to tendering holders if such loss, damage, delay, or failure results from circumstances beyond the Depositary's reasonable control, including, without limitation, delays in the United States Postal Service or other courier or delivery services, failures or disruptions in DTC's book-entry transfer system, acts of God, natural disasters, epidemics, pandemics, civil disturbances, acts of terrorism, war, government actions or orders, fires, floods, strikes or other labor disruptions, power failures, telecommunications failures, or other force majeure events. The Depositary shall use commercially reasonable efforts to mitigate the effects of any such circumstances and to resume performance of its obligations as promptly as practicable.

ARTICLE VIII — WITHDRAWAL RIGHTS

Section 8.1 — Processing of Withdrawals.

The Depositary shall process all withdrawal notices received from tendering holders in accordance with Rule 14d-7 under the Exchange Act and the procedures set forth in the Offer to Purchase. In order to be effective, a withdrawal notice must be a written communication (which may include a facsimile or electronic transmission) received by the Depositary at its office at 1 Ashbury Asset Advisors Plaza, 30th Floor, New York, NY 10004, and must specify all of the following:

(a) the name of the person who tendered the Shares to be withdrawn;

(b) the number of Shares to be withdrawn;

(c) the certificate numbers of the Shares to be withdrawn (if the Shares were tendered by physical certificate delivery); and

(d) the name of the DTC participant and the DTC participant number through which the Shares were tendered (if the Shares were tendered by book-entry transfer).

If the Shares to be withdrawn were tendered by a person other than the registered holder, the withdrawal notice must be signed by the registered holder or must be accompanied by evidence satisfactory to the Depositary that the person submitting the withdrawal notice is authorized to act on behalf of the registered holder.

The Depositary shall verify the validity of each withdrawal notice received, including confirmation that the person submitting the notice is authorized to withdraw the Shares and that the number of Shares specified in the notice does not exceed the number of Shares tendered by or on behalf of such holder. The Depositary shall promptly notify the Offeror and Calderwood & Harkness LLP of the receipt and status of each withdrawal notice, including whether the notice has been accepted or rejected, and the reasons for any rejection.

Section 8.2 — Timing.

In accordance with Rule 14d-7 under the Exchange Act and the terms of the Offer, tendering holders may exercise withdrawal rights at any time prior to the Expiration Date (as the same may be extended from time to time). In addition, if the Offeror has not accepted tendered Shares for payment by the date that is sixty (60) days after the date of commencement of the Offer (i.e., November 7, 2021, which is sixty days after September 8, 2021), tendering holders whose Shares have not yet been accepted may exercise withdrawal rights at any time after such sixtieth day until such time as the Offeror accepts the Shares for payment.

ARTICLE IX — EXTENSIONS AND AMENDMENTS

Section 9.1 — Extensions.

The Offeror may extend the Expiration Date from time to time in its sole discretion, subject to applicable SEC rules and regulations, by providing written notice of such extension to the Depositary and by filing an appropriate amendment to the Schedule TO with the SEC. The Depositary acknowledges that the Offeror extended the initial Expiration Date of October 8, 2021 to November 5, 2021, and that the Offeror may further extend the Expiration Date.

Upon receipt of written notice of any extension from the Offeror or Calderwood & Harkness LLP, the Depositary shall issue or disseminate any required notice of such extension to tendering holders and to DTC, as directed by the Offeror or its counsel, in accordance with Rule 14e-1(d) under the Exchange Act. Such notice shall be issued no later than 9:00 a.m. Eastern Time on the Business Day following the previously scheduled Expiration Date.

Section 9.2 — Amendments to Offer.

The Offeror may amend the terms of the Offer from time to time by filing amendments to the Schedule TO with the SEC, issuing press releases, and providing written notice to the Depositary. The parties acknowledge the following amendments to the Schedule TO filed with the SEC in connection with the Offer:

(a) Amendment No. 1, filed October 6, 2021, in response to a comment letter received from the staff of the Division of Corporation Finance of the SEC, which included certain revisions to the disclosure in the Offer to Purchase and additional exhibits; and

(b) Amendment No. 2, filed November 12, 2021, disclosing the lapse of the Offer without acceptance of any tendered Shares due to the failure of the Minimum Tender Condition.

Upon receipt of written notice of any amendment from the Offeror or Calderwood & Harkness LLP, the Depositary shall distribute any amended or supplemental Offer Documents to tendering holders as directed by the Offeror, including by mailing such documents to holders who have tendered Shares and by making such documents available for distribution through DTC.

ARTICLE X — REPRESENTATIONS AND WARRANTIES

Section 10.1 — Representations of the Offeror.

The Offeror hereby represents and warrants to the Depositary as follows, as of the date hereof:

(a) Organization and Good Standing. AMH LLC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware (Delaware Secretary of State file number 7894512).

(b) Power and Authority. AMH LLC has full limited liability company power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery, and performance of this Agreement by AMH LLC and the consummation of the transactions contemplated hereby have been duly authorized by all necessary limited liability company action on the part of AMH LLC and by its sole member, Aurelius Global Media Group PLC.

(c) Due Authorization. All necessary approvals, consents, and authorizations required to be obtained by AMH LLC in connection with the execution, delivery, and performance of this Agreement have been obtained, and no further action on the part of AMH LLC or its sole member is required to make this Agreement valid and binding upon AMH LLC.

(d) Binding Obligation. This Agreement constitutes the valid and binding obligation of the Offeror, enforceable against the Offeror in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

(e) No Conflicts. The execution, delivery, and performance of this Agreement by the Offeror do not and will not (i) violate or conflict with the certificate of formation or limited liability company agreement of AMH LLC, (ii) violate any law, rule, regulation, order, judgment, or decree applicable to AMH LLC, or (iii) breach or constitute a default under any material agreement or instrument to which AMH LLC is a party or by which it is bound.

Section 10.2 — Representations of the Depositary.

The Depositary hereby represents and warrants to the Offeror as follows, as of the date hereof:

(a) Organization and Good Standing. Continental Fiduciary Services, Inc. is a corporation duly organized, validly existing, and in good standing under the laws of the State of New York.

(b) Power and Authority. The Depositary has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery, and performance of this Agreement by the Depositary have been duly authorized by all necessary corporate action on the part of the Depositary.

(c) Binding Obligation. This Agreement constitutes the valid and binding obligation of the Depositary, enforceable against the Depositary in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity.

(d) Capability. The Depositary has the necessary systems, controls, personnel, infrastructure, and experience to perform the depositary and paying agent services contemplated by this Agreement in a timely, accurate, and professional manner, in compliance with all applicable laws, rules, and regulations.

(e) No Conflicts. The performance by the Depositary of its obligations under this Agreement will not conflict with or result in a breach of any other agreement or obligation of the Depositary, including, without limitation, its separate engagement as Rights Agent under the Section 382 Net Operating Loss Preservation Shareholder Rights Plan adopted by the Board of Directors of Pinnacle Content Holdings, Inc. on September 29, 2021 (the "Pinnacle Rights Plan"). The Depositary acknowledges that its role as Rights Agent under the Pinnacle Rights Plan is a separate and distinct engagement from its role as depositary under this Agreement, and the Depositary undertakes to establish and maintain appropriate informational barriers between the personnel responsible for its duties under this Agreement and the personnel responsible for its duties as Rights Agent under the Pinnacle Rights Plan, as more fully set forth in Section 11.1 of this Agreement.

(f) Compliance. The Depositary is in compliance with all applicable laws, rules, and regulations necessary for the performance of its obligations under this Agreement, including all applicable requirements of the SEC, the Financial Industry Regulatory Authority, DTC, and applicable state securities laws.

ARTICLE XI — COVENANTS

Section 11.1 — Depositary's Covenants.

The Depositary hereby covenants and agrees as follows:

(a) Standard of Care. The Depositary shall perform its duties hereunder in good faith and with the degree of care, skill, and diligence customary for professional depositary agents engaged in the performance of similar functions in connection with tender offers of comparable size and complexity.

(b) Compliance with Law. The Depositary shall comply with all applicable laws, rules, and regulations in connection with its performance of duties hereunder, including, without limitation, the Exchange Act and the rules and regulations promulgated thereunder, applicable provisions of the Internal Revenue Code and the regulations thereunder relating to information reporting and backup withholding, and all applicable rules and procedures of DTC.

(c) Confidentiality. The Depositary shall maintain the confidentiality of all non-public information received or obtained in connection with the Offer and the performance of its duties under this Agreement, including, without limitation, the identity of tendering holders, the number of Shares tendered by each holder, and any financial, commercial, or strategic information regarding the Offeror, the Parent, or the Company. The Depositary shall not disclose any such information to any third party except (i) as required by applicable law, rule, regulation, or legal process, (ii) as necessary to perform its duties under this Agreement (including disclosure to DTC, the Information Agent, and the Depositary's legal counsel), or (iii) with the prior written consent of the Offeror.

(d) Notice of Claims. The Depositary shall promptly notify the Offeror in writing of any litigation, claim, demand, governmental inquiry, investigation, regulatory action, or other proceeding relating to the Offer or the Depositary's performance under this Agreement of which the Depositary becomes aware.

(e) Informational Barriers. The Depositary shall establish, implement, and maintain informational barriers and procedures (including, as appropriate, physical separation, access controls, and personnel restrictions) between its engagement as depositary and paying agent under this Agreement and its separate engagement as Rights Agent under the Pinnacle Rights Plan. The Depositary shall ensure that no non-public information obtained in connection with one engagement is shared with or accessible by personnel responsible for the other engagement, except as may be required by applicable law or with the prior written consent of the Offeror. The Depositary shall provide written confirmation to the Offeror, upon request, that such informational barriers are in place and being maintained.

(f) Recordkeeping. The Depositary shall maintain complete, accurate, and organized records of all tenders, withdrawals, tabulations, payments, returns, and other actions taken in connection with its duties under this Agreement. Such records shall be retained for a period of not less than six (6) years following the termination of this Agreement and shall be made available to the Offeror upon reasonable request.

Section 11.2 — Offeror's Covenants.

The Offeror hereby covenants and agrees as follows:

(a) Provision of Offer Documents. The Offeror shall provide the Depositary with copies of all Offer Documents, including the Offer to Purchase, the Letter of Transmittal, the Schedule TO, and all amendments, supplements, and exhibits thereto, promptly upon filing with the SEC. The Offeror shall also provide the Depositary with copies of any correspondence between the Offeror (or its counsel) and the SEC staff relating to the Offer Documents.

DEPOSITARY AGREEMENT
by and between
AURELIUS MEDIA HOLDINGS LLC
a Delaware limited liability company
("Offeror" or "AMH LLC")
and
CONTINENTAL FIDUCIARY SERVICES, INC.
a New York corporation
("Depositary")
Dated as of September 8, 2021
In connection with the Tender Offer for Shares of Common Stock of
PINNACLE CONTENT HOLDINGS, INC.
a Delaware corporation
(Nasdaq: PCHL)
DEPOSITARY AGREEMENT
This DEPOSITARY AGREEMENT (this "Agreement") is entered into as of September 8, 2021, by and between Aurelius Media Holdings LLC, a Delaware limited liability company (the "Offeror" or "AMH LLC"), and Continental Fiduciary Services, Inc., a New York corporation (the "Depositary").
RECITALS
WHEREAS, AMH LLC is a limited liability company duly organized and validly existing under the laws of the State of Delaware (Delaware Secretary of State file number 7894512), formed on August 12, 2021, and is a wholly owned subsidiary of Aurelius Global Media Group PLC, a public limited company organized and existing under the laws of England and Wales (Companies House registered number 08541276), headquartered at 44 Lombard Crescent, London EC3V 9BQ, United Kingdom, whose ordinary shares are listed and traded on the London Stock Exchange under the ticker symbol LON: AGMG (the "Parent");
WHEREAS, Pinnacle Content Holdings, Inc. is a corporation duly organized and existing under the laws of the State of Delaware, headquartered at 2300 Magnolia Boulevard, Suite 1100, Burbank, California 91502 (the "Company" or "Pinnacle"), with 20,000,000 shares of common stock, par value $0.001 per share, issued and outstanding as of the date hereof, which shares are listed and traded on the Nasdaq Stock Market under the ticker symbol PCHL (Commission File No. CIK: 0001847263);
WHEREAS, on September 8, 2021, the Offeror commenced a tender offer (the "Offer") to purchase up to 6,980,050 shares of common stock of the Company at a price of $4.01 per share, net to the seller in cash, without interest thereon, for an aggregate purchase price of approximately $28,000,000, representing approximately 34.9% of the outstanding shares of common stock of the Company;
WHEREAS, the Offer is subject to the terms and conditions set forth in the Offer to Purchase dated September 8, 2021, which was filed as Exhibit (a)(1)(A) to the Tender Offer Statement on Schedule TO filed by the Offeror and the Parent with the U.S. Securities and Exchange Commission (the "SEC") on September 8, 2021 (File No. 005-92847), and the related Letter of Transmittal filed as Exhibit (a)(1)(B) thereto;
WHEREAS, Ridgeway Proxy Advisors LLC has been engaged by the Offeror to serve as the Information Agent in connection with the Offer;
WHEREAS, the Offeror desires to appoint the Depositary to act as depositary and paying agent in connection with the Offer, to receive and hold tendered shares, to process Letters of Transmittal and book-entry confirmations, to tabulate tenders and withdrawals, to effect payment to tendering holders upon acceptance of shares by the Offeror, and to perform such other duties as are customary for depositary agents in connection with tender offers and as are more fully set forth herein; and
WHEREAS, the Depositary is willing to accept such appointment and to perform the duties described herein on the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I — DEFINITIONS
As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not defined in this Article I shall have the meanings assigned to them elsewhere in this Agreement.
"Acceptance Date" means the date on which the Offeror first accepts validly tendered and not withdrawn Shares for payment pursuant to the Offer.
"Acceptance Notice" means written notice delivered by or on behalf of the Offeror to the Depositary directing the Depositary to accept for payment validly tendered and not withdrawn Shares, substantially in the form attached hereto as Exhibit A.
"Agreement" means this Depositary Agreement, including all Schedules and Exhibits attached hereto, as the same may be amended, supplemented, or otherwise modified from time to time in accordance with the terms hereof.
"Business Day" means any day other than a Saturday, Sunday, or any day on which banking institutions in the City of New York, State of New York, are authorized or required by law or executive order to close.
"Company" means Pinnacle Content Holdings, Inc., a Delaware corporation.
"DTC" means The Depository Trust Company, a registered clearing agency organized under the laws of the State of New York.
"Expiration Date" means the initial expiration date of the Offer, being 12:00 midnight, Eastern Time, on October 8, 2021 (the date that is 20 business days after commencement of the Offer), as such date may be extended from time to time by the Offeror in accordance with the terms of the Offer Documents and applicable law. The parties acknowledge that the Offeror has extended the Expiration Date to 12:00 midnight, Eastern Time, on November 5, 2021, and may further extend the Expiration Date.
"Information Agent" means Ridgeway Proxy Advisors LLC, with offices at 105 Madison Avenue, Suite 1200, New York, NY 10016.
"Letter of Transmittal" means the form of Letter of Transmittal accompanying the Offer to Purchase, as the same may be amended or supplemented from time to time, pursuant to which holders of Shares may tender their Shares in connection with the Offer.
"Maximum Number" means 6,980,050 Shares, being the maximum number of Shares that the Offeror has offered to purchase pursuant to the Offer.
"Minimum Tender Condition" means the condition to the Offer that at least 5,000,000 Shares (representing 25.0% of the 20,000,000 Shares outstanding as of the commencement of the Offer) shall have been validly tendered and not properly withdrawn prior to the Expiration Date.
"Offer" means the tender offer by the Offeror to purchase up to 6,980,050 Shares at a price of $4.01 per Share, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer Documents.
"Offer Documents" means, collectively, the Offer to Purchase, the Letter of Transmittal, the Schedule TO, and all amendments, supplements, and exhibits thereto, as filed with the SEC from time to time.
"Offer Price" means $4.01 per Share, net to the seller in cash, without interest thereon.
"Offer to Purchase" means the Offer to Purchase dated September 8, 2021, as the same may be amended or supplemented from time to time.
"Offeror" means Aurelius Media Holdings LLC, a Delaware limited liability company.
"Parent" means Aurelius Global Media Group PLC, a public limited company organized under the laws of England and Wales (Companies House registered number 08541276), with its registered office at 44 Lombard Crescent, London EC3V 9BQ, United Kingdom.
"Proration" means the pro rata reduction of Shares accepted for payment from each tendering holder if the aggregate number of Shares validly tendered and not properly withdrawn exceeds the Maximum Number, calculated and applied in accordance with Article V of this Agreement.
"Schedule TO" means the Tender Offer Statement on Schedule TO filed by the Offeror and the Parent with the SEC on September 8, 2021, as amended by Amendment No. 1 filed October 6, 2021 and Amendment No. 2 filed November 12, 2021, and as the same may be further amended or supplemented from time to time (SEC File No. 005-92847).
"SEC" means the U.S. Securities and Exchange Commission.
"Shares" means shares of common stock, par value $0.001 per share, of Pinnacle Content Holdings, Inc.
ARTICLE II — APPOINTMENT AND ACCEPTANCE
Section 2.1 — Appointment.
The Offeror hereby appoints Continental Fiduciary Services, Inc. as the depositary and paying agent for the Offer, and the Depositary hereby accepts such appointment and agrees to perform the duties and obligations set forth in this Agreement. The Depositary shall act as the exclusive depositary and paying agent for the Offer, subject to the terms and conditions of this Agreement and the Offer Documents. Lisa Pryor, Vice President, Corporate Actions, shall serve as the Depositary's primary contact for all communications under this Agreement, and the Depositary shall promptly notify the Offeror in writing if the primary contact is changed for any reason. The Depositary's address for all notices, deliveries, and other communications under this Agreement is:
Continental Fiduciary Services, Inc. 1 Ashbury Asset Advisors Plaza, 30th Floor New York, NY 10004
Attention: Lisa Pryor, Vice President, Corporate Actions
Telephone: (212) 555-4100 Facsimile: (212) 555-4101
Email: lpryor@continentalfiduciary.com
Section 2.2 — Capacity.
The Depositary acts solely as agent of the Offeror in connection with the Offer and not as agent of the Company, the Parent, or any tendering shareholder, and shall have no obligations or duties to any person other than the Offeror except as expressly set forth in this Agreement. Nothing in this Agreement shall be construed to impose upon the Depositary any fiduciary or other implied duties to any tendering shareholder or any other person. The Depositary shall not be deemed a trustee or fiduciary with respect to any Shares tendered or any funds held in connection with the Offer. Nothing in this Agreement shall be construed to create a trust, whether express, implied, constructive, or resulting.
Section 2.3 — Reliance on Offer Documents.
The Depositary is entitled to rely, and shall be fully protected in relying, upon the Offer to Purchase, the Letter of Transmittal, the Schedule TO, and any amendments, supplements, or modifications thereto that are delivered to the Depositary by the Offeror or by Calderwood & Harkness LLP (787 Seventh Avenue, 42nd Floor, New York, NY 10019), counsel to the Offeror and the Parent, without any duty of independent investigation or verification. The Depositary shall be entitled to assume that the Offer Documents delivered to it are accurate, complete, and in compliance with all applicable laws, rules, and regulations unless it has actual knowledge to the contrary. The Offeror shall promptly provide the Depositary with copies of all filings made with the SEC in connection with the Offer, including any amendments to the Schedule TO and any correspondence with the staff of the SEC relating to the Offer Documents.
ARTICLE III — RECEIPT AND CUSTODY OF TENDERED SHARES
Section 3.1 — Receipt of Tenders.
The Depositary shall receive and hold all Letters of Transmittal and share certificates, together with all accompanying documentation, representing Shares tendered pursuant to the Offer. The Depositary shall also receive and hold book-entry confirmations transmitted through DTC's Automated Tender Offer Program ("ATOP") representing Shares tendered by book-entry transfer. All tenders of certificated Shares and accompanying Letters of Transmittal shall be received at the Depositary's office at 1 Ashbury Asset Advisors Plaza, 30th Floor, New York, NY 10004, during normal business hours, or by mail delivered to such address. All tenders of book-entry Shares shall be received via DTC book-entry transfer to the Depositary's DTC participant account, as specified in the Offer Documents.
The Depositary shall maintain a secure and complete record of all tenders received in connection with the Offer, including the following information with respect to each tender:
(a) the date and time of receipt of the tender;
(b) the name, address, and taxpayer identification number (if provided) of the tendering holder;
(c) the number of Shares tendered;
(d) the certificate number or numbers of the tendered Shares (if physical certificates are delivered);
(e) the DTC participant number and the DTC confirmation number (if the Shares are tendered by book-entry transfer);
(f) whether a medallion signature guarantee was provided and, if so, the name of the guarantor institution;
(g) whether a properly completed IRS Form W-9 or applicable Form W-8 was included with the tender; and
(h) any special delivery or payment instructions provided by the tendering holder in the Letter of Transmittal.
Such records shall be maintained in both electronic and hard copy form, and shall be made available to the Offeror and Calderwood & Harkness LLP upon reasonable request.
Section 3.2 — Verification of Tenders.
The Depositary shall examine each Letter of Transmittal and all accompanying documentation to verify that such materials are complete, properly executed, and in compliance with the instructions set forth in the Letter of Transmittal and the Offer to Purchase. Without limiting the generality of the foregoing, the Depositary shall check for the following:
(a) the presence of all requisite signatures of the tendering holder or authorized representative;
(b) a medallion signature guarantee from an eligible guarantor institution (as defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended) where required by the terms of the Letter of Transmittal, including in cases where the tendering holder has requested that payment be made to, or Shares be returned to, someone other than the registered holder;
(c) a properly completed and signed IRS Form W-9 (or, in the case of a non-U.S. person, the appropriate Form W-8, including Form W-8BEN, Form W-8BEN-E, or Form W-8IMY, as applicable);
(d) compliance with all other instructions set forth in the Letter of Transmittal, including instructions regarding the method of delivery, special payment instructions, and special delivery instructions;
(e) that the number of Shares indicated in the Letter of Transmittal matches the number of Shares represented by the accompanying certificates or book-entry confirmation; and
(f) the presence of any conditions or qualifications to the tender that are not permitted under the terms of the Offer.
The Depositary shall promptly notify the Offeror and Calderwood & Harkness LLP in writing (which may include email) of any irregularities, deficiencies, or ambiguities discovered in connection with any tendered materials, and shall provide a reasonably detailed description of the nature of each such irregularity, deficiency, or ambiguity. The Offeror reserves the right, in its sole and absolute discretion, to waive any defects or irregularities in any tender of Shares, and such waiver shall not constitute a waiver of any other defects or irregularities or any right of the Offeror with respect to any other tender. The Depositary shall comply with the Offeror's written instructions regarding such waivers. Neither the Offeror, the Depositary, the Information Agent, Calderwood & Harkness LLP, nor any other person shall be under any obligation to give notice of any defects or irregularities in tenders, nor shall any of them incur any liability for failure to give such notice.
Section 3.3 — Guaranteed Delivery Procedures.
The Depositary shall accept Notices of Guaranteed Delivery in accordance with the guaranteed delivery procedures set forth in the Offer to Purchase and the Letter of Transmittal. Shares tendered by guaranteed delivery shall be deemed validly tendered for purposes of the Offer only if the Depositary receives, within three (3) Nasdaq trading days after the date of execution of the Notice of Guaranteed Delivery, (i) the share certificates (or a book-entry confirmation of transfer of such Shares into the Depositary's DTC account) representing the tendered Shares, (ii) a properly completed and duly executed Letter of Transmittal (or, in the case of book-entry transfer, an Agent's Message through ATOP), and (iii) any other documents required by the Letter of Transmittal.
The Depositary shall maintain a record of all Notices of Guaranteed Delivery received, including the name of the eligible guarantor institution, the date of the Notice, and the number of Shares covered thereby, and shall track the status of each guaranteed delivery to determine whether the underlying Shares and documentation have been received within the required time period.
Section 3.4 — Custody and Safekeeping.
The Depositary shall hold all tendered Shares, whether in certificated or book-entry form, in a segregated account or accounts established and maintained solely for the purpose of the Offer, separate and apart from the Depositary's own proprietary assets and from the assets of any other client of the Depositary. The Depositary shall not commingle tendered Shares or funds received in connection with the Offer with any other assets.
The Depositary shall not sell, transfer, pledge, hypothecate, encumber, or otherwise dispose of any tendered Shares except as expressly directed by the Offeror in writing and in accordance with this Agreement. The Depositary shall exercise the same degree of care and diligence in the custody and safekeeping of tendered Shares as a reasonably prudent professional depositary agent would exercise under like circumstances.
The Depositary shall maintain appropriate fidelity and errors-and-omissions insurance coverage, and shall implement and maintain internal controls and procedures consistent with industry standards for the safeguarding of tendered shares and related documentation.
ARTICLE IV — TABULATION OF TENDERS
Section 4.1 — Daily Tabulation Reports.
Commencing on the first Business Day following the commencement of the Offer, and continuing on each Business Day thereafter through and including the first Business Day following the Expiration Date (as the same may be extended), the Depositary shall prepare and deliver to the Offeror and to Calderwood & Harkness LLP (Attention: James Prentice) a daily tabulation report substantially in the form attached hereto as Exhibit B (each, a "Daily Tabulation Report"). Each Daily Tabulation Report shall be delivered by email or other electronic means no later than 6:00 p.m. Eastern Time on each such Business Day, and shall set forth the following information:
(a) the number of Shares tendered during such Business Day, separately identifying Shares tendered by physical certificate and Shares tendered by book-entry transfer through DTC;
(b) the cumulative number of Shares validly tendered and not withdrawn as of the close of business on such Business Day;
(c) the number of Shares for which Notices of Guaranteed Delivery have been received, including the cumulative number of guaranteed delivery notices outstanding and those for which the underlying Shares and documentation have been received;
(d) the number of Shares withdrawn during such Business Day (if any) and the cumulative number of Shares withdrawn to date;
(e) a summary of any tenders that are subject to irregularities, deficiencies, or defects, together with a brief description of the nature of such irregularities, deficiencies, or defects; and
(f) such other information as the Offeror or Calderwood & Harkness LLP may reasonably request from time to time.
Upon reasonable request by the Offeror, the Depositary shall provide supplemental or ad hoc tabulation updates in addition to the scheduled Daily Tabulation Reports.
Section 4.2 — Final Tabulation.
On the Expiration Date (or as promptly as practicable thereafter, but in no event later than the close of business on the first Business Day following the Expiration Date), the Depositary shall prepare and deliver to the Offeror and to Calderwood & Harkness LLP a final tabulation (the "Final Tabulation") of all Shares validly tendered and not properly withdrawn as of the Expiration Date. The Final Tabulation shall separately identify:
(a) the total number of Shares tendered by physical certificate delivery;
(b) the total number of Shares tendered by book-entry transfer through DTC;
(c) the total number of Shares tendered pursuant to the guaranteed delivery procedures set forth in Section 3.3, distinguishing between those for which the underlying Shares and documentation have been received and those for which the guaranteed delivery period has not yet expired;
(d) the total number of Shares withdrawn prior to the Expiration Date;
(e) the total number of Shares tendered that are subject to unresolved irregularities, deficiencies, or defects;
(f) the net total of Shares validly tendered and not properly withdrawn; and
(g) a complete list of all tendering holders, including the name, address, and number of Shares tendered by each holder.
The parties acknowledge and agree that, as of November 2, 2021 (three Business Days prior to the extended Expiration Date of November 5, 2021), approximately 1,420,000 Shares had been validly tendered and not properly withdrawn, representing approximately 7.1% of the 20,000,000 outstanding Shares, which was well below the 5,000,000-Share Minimum Tender Condition.
Section 4.3 — Cooperation with Information Agent.
The Depositary shall coordinate and cooperate with Ridgeway Proxy Advisors LLC, the Information Agent for the Offer (Attention: Martin Cheswick, Senior Managing Director), in connection with all matters relating to shareholder inquiries, tabulation reconciliation, and the distribution and dissemination of Offer Documents. Without limiting the foregoing, the Depositary shall:
(a) promptly respond to reasonable requests from the Information Agent for tabulation data and related information;
(b) cooperate with the Information Agent in reconciling any discrepancies between the Depositary's tabulation records and the Information Agent's records of shareholder contacts and Offer Document distributions;
(c) coordinate with the Information Agent regarding the mailing or delivery of Offer Documents, Letters of Transmittal, and any amended or supplemental materials to shareholders; and
(d) refer to the Information Agent any shareholder inquiries received by the Depositary that relate to matters within the Information Agent's scope of responsibility.
ARTICLE V — PRORATION CALCULATIONS
Section 5.1 — Proration Procedures.
If the aggregate number of Shares validly tendered and not properly withdrawn prior to the Expiration Date exceeds the Maximum Number of 6,980,050 Shares, the Depositary shall calculate a proration factor (the "Proration Factor") by dividing 6,980,050 by the total number of Shares validly tendered and not properly withdrawn (after giving effect to all withdrawals received prior to the Expiration Date and to the odd lot priority set forth in Section 5.3 below). The Proration Factor shall be expressed as a percentage rounded to the nearest one-hundredth of one percent (0.01%).
The Proration Factor shall be applied to the total number of Shares tendered by each tendering holder (other than holders entitled to odd lot priority under Section 5.3) on a pro rata basis, and the number of Shares accepted for payment from each such holder shall be rounded down to the nearest whole Share. Fractional Shares resulting from the application of the Proration Factor shall not be accepted for payment by the Offeror.
After application of the Proration Factor and rounding, if the total number of Shares to be accepted for payment is less than the Maximum Number (due to rounding), the remaining Shares (the "odd lot remainder") shall be allocated among tendering holders in the Offeror's discretion, or as directed by the Offeror, in a manner consistent with applicable rules and regulations of the SEC, including Rule 14d-8 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
The Depositary shall perform all proration calculations in accordance with the procedures set forth in this Section 5.1 and shall deliver a written summary of such calculations to the Offeror and Calderwood & Harkness LLP promptly following the Final Tabulation.
Section 5.2 — Notice of Proration.
If proration is required pursuant to Section 5.1, the Depositary shall notify each tendering holder whose Shares are subject to proration of (a) the Proration Factor, (b) the number of such holder's Shares accepted for payment, and (c) the number of such holder's Shares not accepted for payment and being returned. Such notice shall be delivered by the Depositary within two (2) Business Days after the Acceptance Date, by first class mail, postage prepaid, to the address of each tendering holder as specified in the applicable Letter of Transmittal or, in the case of Shares tendered by book-entry transfer, by electronic notification through DTC.
The Depositary shall return all Shares not accepted for payment due to proration in accordance with Article VII of this Agreement, promptly following payment for the accepted Shares.
Section 5.3 — Odd Lot Priority.
In accordance with Rule 14d-8 under the Exchange Act, holders of fewer than 100 Shares who validly tender all of their Shares and who complete the applicable section of the Letter of Transmittal certifying their odd lot status shall not be subject to proration. All Shares tendered by such odd lot holders who comply with the foregoing requirements shall be accepted for payment in full before any proration is applied to the remaining tendering holders. The Depositary shall separately identify all odd lot tenders in its tabulation records and shall exclude such tenders from the proration calculations set forth in Section 5.1.
ARTICLE VI — PAYMENT MECHANICS
Section 6.1 — Funding by Offeror.
Upon the satisfaction or waiver by the Offeror of all conditions to the Offer (including, without limitation, the Minimum Tender Condition that at least 5,000,000 Shares be validly tendered and not properly withdrawn prior to the Expiration Date), and upon or contemporaneously with the delivery by the Offeror of an Acceptance Notice to the Depositary, the Offeror shall deposit with the Depositary, by wire transfer of immediately available funds to the account specified in Schedule B attached hereto, an amount in United States dollars equal to the aggregate Offer Price for all Shares accepted for payment pursuant to the Offer (i.e., the number of accepted Shares multiplied by $4.01 per Share). Such deposit shall be made no later than the Business Day immediately preceding the date on which the Depositary is required to commence payment to tendering holders under Section 6.3 of this Agreement.
The parties acknowledge that the Offer is funded by a $30,000,000 senior secured term loan facility provided by Brindoval National Bank, N.A., pursuant to a commitment letter dated August 30, 2021 (reference number CL-2021-MTC-00487), with AMH LLC as borrower and Aurelius Global Media Group PLC as guarantor (the "Financing Facility"). The availability of funds under the Financing Facility is a condition to the Offeror's obligation to fund the aggregate Offer Price, and the Depositary shall have no obligation to make payments to tendering holders unless and until it has received the full amount of the aggregate Offer Price in immediately available funds.
The Offeror shall provide the Depositary with written wire transfer instructions for the Depositary's designated account in accordance with Schedule B. The Depositary shall promptly confirm receipt of the funds by written notice to the Offeror and Calderwood & Harkness LLP.
Section 6.2 — Payment to Tendering Holders.
Upon receipt of the full amount of the aggregate Offer Price from the Offeror and the Acceptance Notice, the Depositary shall promptly pay each tendering holder whose Shares have been accepted for payment pursuant to the Offer the Offer Price of $4.01 per Share, net to the seller in cash, without interest thereon.
Payment to each tendering holder shall be made by one of the following methods:
(a) Payment by Check. Unless the tendering holder has provided wire transfer instructions in the Letter of Transmittal, payment shall be made by check drawn on a commercial bank in the United States, payable to the order of the tendering holder (or such other payee as may be designated in the Letter of Transmittal, subject to compliance with signature guarantee requirements), and mailed by first class mail, postage prepaid, to the address specified in the Letter of Transmittal or, if no address is specified, to the address of the tendering holder as shown on the share register of the Company.
(b) Payment by Wire Transfer. If the tendering holder has provided wire transfer instructions in the Letter of Transmittal, and the aggregate amount payable to such holder equals or exceeds $5,000, payment shall be made by wire transfer of immediately available funds to the account specified by such holder. The Depositary shall not be liable for any delays or failures in effecting wire transfers that result from incomplete or inaccurate wire instructions provided by the tendering holder.
All payments shall be made net of any applicable federal backup withholding tax. If a tendering holder has failed to provide a properly completed and signed IRS Form W-9 (or, in the case of a non-U.S. person, the appropriate IRS Form W-8), the Depositary shall deduct and withhold from the payment to such holder the amount required to be withheld under the backup withholding rules of Section 3406 of the Internal Revenue Code of 1986, as amended, currently at the rate of 24%. The Depositary shall timely remit all withheld amounts to the Internal Revenue Service and shall provide each holder subject to withholding with an appropriate statement of the amount withheld.
Section 6.3 — Timing of Payment.
The Depositary shall effect payment to tendering holders promptly, and in any event within three (3) Business Days, following receipt of the Offeror's funds and the Acceptance Notice. The Offeror shall accept validly tendered and not properly withdrawn Shares for payment promptly after the satisfaction or waiver of all conditions to the Offer, in accordance with the requirements of Rule 14e-1(c) under the Exchange Act, which requires that the Offeror pay the consideration offered or return the securities deposited by the security holders promptly after the termination or withdrawal of the tender offer.
Section 6.4 — Lost or Destroyed Certificates.
If a certificate representing tendered Shares has been lost, stolen, mutilated, or destroyed, the tendering holder shall deliver to the Depositary an affidavit of loss in form and substance satisfactory to the Depositary and the Offeror, certifying the loss, theft, mutilation, or destruction of such certificate. In addition, if requested by the Offeror, the tendering holder shall provide a surety bond in an amount satisfactory to the Offeror and the Depositary, from a surety company acceptable to the Offeror, indemnifying the Offeror, the Company, the Depositary, and their respective agents against any loss, liability, cost, or expense that may arise in connection with the lost, stolen, mutilated, or destroyed certificate. The Depositary shall not make payment for Shares represented by a lost, stolen, mutilated, or destroyed certificate until such affidavit (and, if requested, surety bond) has been received and approved.
ARTICLE VII — RETURN OF SHARES
Section 7.1 — Return Upon Non-Satisfaction of Conditions.
If the Offer expires or is terminated without the Offeror accepting any tendered Shares for payment, including without limitation due to the failure of the Minimum Tender Condition or any other condition to the Offer, the Depositary shall promptly (and in any event within five (5) Business Days following the expiration or termination of the Offer) return all tendered Shares to the respective tendering holders. The return of tendered Shares shall be effected as follows:
(a) Certificated Shares. Share certificates shall be returned to the tendering holder by registered mail, insured for the full replacement value of the certificates, to the address specified in the Letter of Transmittal or, if no address is specified, to the registered address of the tendering holder as shown on the share register of the Company.
(b) Book-Entry Shares. Shares tendered by book-entry transfer through DTC shall be returned by credit to the DTC participant account from which such Shares were originally transferred to the Depositary's DTC account, in accordance with DTC's customary procedures.
The parties acknowledge that, upon the expiration of the Offer on November 5, 2021, without the Offeror's acceptance of any tendered Shares, approximately 1,420,000 Shares that had been validly tendered were required to be, and were, returned to the respective tendering holders in accordance with this Section 7.1, as the Minimum Tender Condition of 5,000,000 Shares was not satisfied.
Section 7.2 — Return Upon Withdrawal.
If a tendering holder validly withdraws Shares prior to the Expiration Date (or at any other time when withdrawal rights are available under applicable law and the terms of the Offer), in accordance with the withdrawal rights set forth in the Offer to Purchase and Article VIII of this Agreement, the Depositary shall return such withdrawn Shares promptly to the withdrawing holder by the same methods described in Section 7.1 above. The return of withdrawn Shares shall be effected as promptly as practicable, and in any event within three (3) Business Days following the Depositary's determination that the withdrawal notice is valid.
Section 7.3 — Return Upon Proration.
If proration is required pursuant to Article V and the Depositary has returned fewer Shares than were originally tendered by any holder, the Depositary shall return the Shares not accepted for payment due to proration promptly following payment for the accepted Shares, and in any event within five (5) Business Days following the Acceptance Date, by the same methods described in Section 7.1 above.
Section 7.4 — No Liability for Return.
The Depositary shall not be liable for any loss, damage, delay, or failure in returning Shares to tendering holders if such loss, damage, delay, or failure results from circumstances beyond the Depositary's reasonable control, including, without limitation, delays in the United States Postal Service or other courier or delivery services, failures or disruptions in DTC's book-entry transfer system, acts of God, natural disasters, epidemics, pandemics, civil disturbances, acts of terrorism, war, government actions or orders, fires, floods, strikes or other labor disruptions, power failures, telecommunications failures, or other force majeure events. The Depositary shall use commercially reasonable efforts to mitigate the effects of any such circumstances and to resume performance of its obligations as promptly as practicable.
ARTICLE VIII — WITHDRAWAL RIGHTS
Section 8.1 — Processing of Withdrawals.
The Depositary shall process all withdrawal notices received from tendering holders in accordance with Rule 14d-7 under the Exchange Act and the procedures set forth in the Offer to Purchase. In order to be effective, a withdrawal notice must be a written communication (which may include a facsimile or electronic transmission) received by the Depositary at its office at 1 Ashbury Asset Advisors Plaza, 30th Floor, New York, NY 10004, and must specify all of the following:
(a) the name of the person who tendered the Shares to be withdrawn;
(b) the number of Shares to be withdrawn;
(c) the certificate numbers of the Shares to be withdrawn (if the Shares were tendered by physical certificate delivery); and
(d) the name of the DTC participant and the DTC participant number through which the Shares were tendered (if the Shares were tendered by book-entry transfer).
If the Shares to be withdrawn were tendered by a person other than the registered holder, the withdrawal notice must be signed by the registered holder or must be accompanied by evidence satisfactory to the Depositary that the person submitting the withdrawal notice is authorized to act on behalf of the registered holder.
The Depositary shall verify the validity of each withdrawal notice received, including confirmation that the person submitting the notice is authorized to withdraw the Shares and that the number of Shares specified in the notice does not exceed the number of Shares tendered by or on behalf of such holder. The Depositary shall promptly notify the Offeror and Calderwood & Harkness LLP of the receipt and status of each withdrawal notice, including whether the notice has been accepted or rejected, and the reasons for any rejection.
Section 8.2 — Timing.
In accordance with Rule 14d-7 under the Exchange Act and the terms of the Offer, tendering holders may exercise withdrawal rights at any time prior to the Expiration Date (as the same may be extended from time to time). In addition, if the Offeror has not accepted tendered Shares for payment by the date that is sixty (60) days after the date of commencement of the Offer (i.e., November 7, 2021, which is sixty days after September 8, 2021), tendering holders whose Shares have not yet been accepted may exercise withdrawal rights at any time after such sixtieth day until such time as the Offeror accepts the Shares for payment.
ARTICLE IX — EXTENSIONS AND AMENDMENTS
Section 9.1 — Extensions.
The Offeror may extend the Expiration Date from time to time in its sole discretion, subject to applicable SEC rules and regulations, by providing written notice of such extension to the Depositary and by filing an appropriate amendment to the Schedule TO with the SEC. The Depositary acknowledges that the Offeror extended the initial Expiration Date of October 8, 2021 to November 5, 2021, and that the Offeror may further extend the Expiration Date.
Upon receipt of written notice of any extension from the Offeror or Calderwood & Harkness LLP, the Depositary shall issue or disseminate any required notice of such extension to tendering holders and to DTC, as directed by the Offeror or its counsel, in accordance with Rule 14e-1(d) under the Exchange Act. Such notice shall be issued no later than 9:00 a.m. Eastern Time on the Business Day following the previously scheduled Expiration Date.
Section 9.2 — Amendments to Offer.
The Offeror may amend the terms of the Offer from time to time by filing amendments to the Schedule TO with the SEC, issuing press releases, and providing written notice to the Depositary. The parties acknowledge the following amendments to the Schedule TO filed with the SEC in connection with the Offer:
(a) Amendment No. 1, filed October 6, 2021, in response to a comment letter received from the staff of the Division of Corporation Finance of the SEC, which included certain revisions to the disclosure in the Offer to Purchase and additional exhibits; and
(b) Amendment No. 2, filed November 12, 2021, disclosing the lapse of the Offer without acceptance of any tendered Shares due to the failure of the Minimum Tender Condition.
Upon receipt of written notice of any amendment from the Offeror or Calderwood & Harkness LLP, the Depositary shall distribute any amended or supplemental Offer Documents to tendering holders as directed by the Offeror, including by mailing such documents to holders who have tendered Shares and by making such documents available for distribution through DTC.
ARTICLE X — REPRESENTATIONS AND WARRANTIES
Section 10.1 — Representations of the Offeror.
The Offeror hereby represents and warrants to the Depositary as follows, as of the date hereof:
(a) Organization and Good Standing. AMH LLC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware (Delaware Secretary of State file number 7894512).
(b) Power and Authority. AMH LLC has full limited liability company power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery, and performance of this Agreement by AMH LLC and the consummation of the transactions contemplated hereby have been duly authorized by all necessary limited liability company action on the part of AMH LLC and by its sole member, Aurelius Global Media Group PLC.
(c) Due Authorization. All necessary approvals, consents, and authorizations required to be obtained by AMH LLC in connection with the execution, delivery, and performance of this Agreement have been obtained, and no further action on the part of AMH LLC or its sole member is required to make this Agreement valid and binding upon AMH LLC.
(d) Binding Obligation. This Agreement constitutes the valid and binding obligation of the Offeror, enforceable against the Offeror in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
(e) No Conflicts. The execution, delivery, and performance of this Agreement by the Offeror do not and will not (i) violate or conflict with the certificate of formation or limited liability company agreement of AMH LLC, (ii) violate any law, rule, regulation, order, judgment, or decree applicable to AMH LLC, or (iii) breach or constitute a default under any material agreement or instrument to which AMH LLC is a party or by which it is bound.
Section 10.2 — Representations of the Depositary.
The Depositary hereby represents and warrants to the Offeror as follows, as of the date hereof:
(a) Organization and Good Standing. Continental Fiduciary Services, Inc. is a corporation duly organized, validly existing, and in good standing under the laws of the State of New York.
(b) Power and Authority. The Depositary has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery, and performance of this Agreement by the Depositary have been duly authorized by all necessary corporate action on the part of the Depositary.
(c) Binding Obligation. This Agreement constitutes the valid and binding obligation of the Depositary, enforceable against the Depositary in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity.
(d) Capability. The Depositary has the necessary systems, controls, personnel, infrastructure, and experience to perform the depositary and paying agent services contemplated by this Agreement in a timely, accurate, and professional manner, in compliance with all applicable laws, rules, and regulations.
(e) No Conflicts. The performance by the Depositary of its obligations under this Agreement will not conflict with or result in a breach of any other agreement or obligation of the Depositary, including, without limitation, its separate engagement as Rights Agent under the Section 382 Net Operating Loss Preservation Shareholder Rights Plan adopted by the Board of Directors of Pinnacle Content Holdings, Inc. on September 29, 2021 (the "Pinnacle Rights Plan"). The Depositary acknowledges that its role as Rights Agent under the Pinnacle Rights Plan is a separate and distinct engagement from its role as depositary under this Agreement, and the Depositary undertakes to establish and maintain appropriate informational barriers between the personnel responsible for its duties under this Agreement and the personnel responsible for its duties as Rights Agent under the Pinnacle Rights Plan, as more fully set forth in Section 11.1 of this Agreement.
(f) Compliance. The Depositary is in compliance with all applicable laws, rules, and regulations necessary for the performance of its obligations under this Agreement, including all applicable requirements of the SEC, the Financial Industry Regulatory Authority, DTC, and applicable state securities laws.
ARTICLE XI — COVENANTS
Section 11.1 — Depositary's Covenants.
The Depositary hereby covenants and agrees as follows:
(a) Standard of Care. The Depositary shall perform its duties hereunder in good faith and with the degree of care, skill, and diligence customary for professional depositary agents engaged in the performance of similar functions in connection with tender offers of comparable size and complexity.
(b) Compliance with Law. The Depositary shall comply with all applicable laws, rules, and regulations in connection with its performance of duties hereunder, including, without limitation, the Exchange Act and the rules and regulations promulgated thereunder, applicable provisions of the Internal Revenue Code and the regulations thereunder relating to information reporting and backup withholding, and all applicable rules and procedures of DTC.
(c) Confidentiality. The Depositary shall maintain the confidentiality of all non-public information received or obtained in connection with the Offer and the performance of its duties under this Agreement, including, without limitation, the identity of tendering holders, the number of Shares tendered by each holder, and any financial, commercial, or strategic information regarding the Offeror, the Parent, or the Company. The Depositary shall not disclose any such information to any third party except (i) as required by applicable law, rule, regulation, or legal process, (ii) as necessary to perform its duties under this Agreement (including disclosure to DTC, the Information Agent, and the Depositary's legal counsel), or (iii) with the prior written consent of the Offeror.
(d) Notice of Claims. The Depositary shall promptly notify the Offeror in writing of any litigation, claim, demand, governmental inquiry, investigation, regulatory action, or other proceeding relating to the Offer or the Depositary's performance under this Agreement of which the Depositary becomes aware.
(e) Informational Barriers. The Depositary shall establish, implement, and maintain informational barriers and procedures (including, as appropriate, physical separation, access controls, and personnel restrictions) between its engagement as depositary and paying agent under this Agreement and its separate engagement as Rights Agent under the Pinnacle Rights Plan. The Depositary shall ensure that no non-public information obtained in connection with one engagement is shared with or accessible by personnel responsible for the other engagement, except as may be required by applicable law or with the prior written consent of the Offeror. The Depositary shall provide written confirmation to the Offeror, upon request, that such informational barriers are in place and being maintained.
(f) Recordkeeping. The Depositary shall maintain complete, accurate, and organized records of all tenders, withdrawals, tabulations, payments, returns, and other actions taken in connection with its duties under this Agreement. Such records shall be retained for a period of not less than six (6) years following the termination of this Agreement and shall be made available to the Offeror upon reasonable request.
Section 11.2 — Offeror's Covenants.
The Offeror hereby covenants and agrees as follows:
(a) Provision of Offer Documents. The Offeror shall provide the Depositary with copies of all Offer Documents, including the Offer to Purchase, the Letter of Transmittal, the Schedule TO, and all amendments, supplements, and exhibits thereto, promptly upon filing with the SEC. The Offeror shall also provide the Depositary with copies of any correspondence between the Offeror (or its counsel) and the SEC staff relating to the Offer Documents.
(b) Timely Instructions. The Offeror shall provide the Depositary with timely written instructions regarding the acceptance, proration (if applicable), payment, or return of Shares, in each case sufficiently in advance to permit the Depositary to perform its duties hereunder within the time periods specified in this Agreement and required by applicable law.
(c) Funding. The Offeror shall fund all amounts required for payment of the Offer Price for accepted Shares by wire transfer of immediately available funds to the Depositary's account specified in Schedule B, in the full amount required, and no later than the Business Day immediately preceding the date on which the Depositary is required to commence payment under Section 6.3.
(d) Compliance with Law. The Offeror shall comply with all applicable laws, rules, and regulations in connection with the Offer, including the Exchange Act and the rules and regulations promulgated thereunder, and shall not instruct the Depositary to take any action that would cause the Depositary to violate any applicable law, rule, or regulation.
ARTICLE XII — INDEMNIFICATION
Section 12.1 — Indemnification by the Offeror.
The Offeror and the Parent (Aurelius Global Media Group PLC) shall, jointly and severally, indemnify, defend, and hold harmless the Depositary and its officers, directors, employees, agents, and representatives (collectively, the "Depositary Indemnitees") from and against any and all losses, liabilities, damages, claims, demands, actions, suits, proceedings, judgments, costs, and expenses (including, without limitation, reasonable attorneys' fees, experts' fees, court costs, and amounts paid in settlement) (collectively, "Losses") arising out of, relating to, or in connection with the Depositary's acceptance of appointment as, or performance of its duties as, depositary and paying agent under this Agreement, except to the extent that any such Losses are finally determined by a court of competent jurisdiction (not subject to further appeal) to have resulted directly and proximately from the Depositary's willful misconduct, bad faith, or gross negligence.
Without limiting the generality of the foregoing, the indemnification provided in this Section 12.1 shall extend to Losses arising from:
(a) any claims, demands, or actions asserted by tendering shareholders, the Company, DTC, or other third parties against the Depositary in connection with the Offer, the tender or return of Shares, or the payment of the Offer Price;
(b) any regulatory inquiry, investigation, or proceeding by the SEC, the Financial Industry Regulatory Authority, or any other governmental or regulatory authority in connection with the Offer or the Depositary's performance hereunder;
(c) any inaccuracy in or breach of any representation, warranty, or covenant of the Offeror under this Agreement;
(d) any action taken or omitted by the Depositary in reliance upon the instructions of the Offeror or Calderwood & Harkness LLP, or upon the Offer Documents; and
(e) any federal, state, or local taxes, penalties, or interest assessed against the Depositary in connection with any payment made under this Agreement, except for taxes on the Depositary's own income.
The Depositary shall promptly notify the Offeror in writing of any claim or proceeding for which indemnification is or may be sought under this Section 12.1 (provided that any failure or delay in providing such notice shall not relieve the Offeror of its indemnification obligations except to the extent the Offeror is materially prejudiced by such failure or delay). The Depositary shall cooperate with the Offeror and its counsel in the investigation and defense of any such claim or proceeding, at the Offeror's expense. The Offeror shall have the right to assume the defense of any such claim or proceeding, provided that the Depositary shall have the right to participate in the defense with counsel of its own choosing, at its own expense (unless there is a conflict of interest between the Offeror and the Depositary, in which case the Offeror shall bear the cost of such separate counsel).
Section 12.2 — Limitation of Depositary's Liability.
The Depositary shall not be liable for any action taken or omitted to be taken in good faith and in accordance with the instructions of the Offeror or the advice of legal counsel (which may be the Depositary's own counsel or Calderwood & Harkness LLP). The Depositary shall not be liable for any error of judgment made in good faith by an officer or employee of the Depositary, unless such error constitutes willful misconduct, bad faith, or gross negligence.
In no event shall the Depositary be liable for any consequential, incidental, indirect, special, exemplary, or punitive damages of any kind, including, without limitation, loss of profits, loss of business opportunity, or diminution in value, regardless of the form of action, whether in contract, tort, strict liability, or otherwise, and whether or not such damages were foreseeable.
The Depositary's aggregate liability under this Agreement for all claims and Losses of every kind shall not exceed the total amount of fees actually paid to the Depositary under this Agreement and Schedule A hereto.
The Depositary shall not be responsible for, and shall have no liability with respect to, the genuineness, validity, or sufficiency of any signatures, endorsements, powers of attorney, certificates, documents, or other instruments delivered to the Depositary in connection with the Offer. The Depositary may rely upon any notice, request, instruction, certificate, or other document or instrument believed by it in good faith to be genuine and to have been signed or presented by the proper person.
Section 12.3 — Survival.
The indemnification obligations set forth in this Article XII, including the obligations of the Offeror and the Parent under Section 12.1 and the limitations on liability set forth in Section 12.2, shall survive the expiration or termination of this Agreement and shall continue in full force and effect regardless of whether the Offer is consummated, extended, amended, or terminated.
ARTICLE XIII — FEES AND EXPENSES
Section 13.1 — Depositary Fees.
The Offeror shall pay the Depositary the fees set forth in Schedule A attached hereto and incorporated herein by reference, which include the following categories:
(a) a flat engagement fee payable upon execution of this Agreement;
(b) per-item processing fees for each Letter of Transmittal received and processed;
(c) per-item processing fees for each book-entry transfer received and processed through DTC/ATOP;
(d) per-item processing fees for each Notice of Guaranteed Delivery received and processed;
(e) proration calculation fees, if applicable;
(f) payment disbursement fees (per check issued);
(g) payment disbursement fees (per wire transfer effected);
(h) certificate return and mailing fees (per certificate returned);
(i) out-of-pocket expenses, including postage, insurance on returned certificates, telecommunications charges, stationery, and other incidental expenses; and
(j) such other fees as may be mutually agreed in writing by the parties.
All fees shall be payable within thirty (30) calendar days following the date of the Depositary's invoice therefor. Any invoiced amounts not paid within such thirty-day period shall bear interest at the lesser of (i) one and one-half percent (1.5%) per month and (ii) the maximum rate permitted by applicable law, from the due date until paid in full.
Section 13.2 — Reimbursement of Expenses.
In addition to the fees set forth in Section 13.1, the Offeror shall reimburse the Depositary for all reasonable and documented out-of-pocket expenses actually incurred by the Depositary in connection with the performance of its duties under this Agreement, including, without limitation, courier and delivery charges, postage, insurance premiums on returned certificates, DTC transaction fees, printing and stationery costs, and long-distance telecommunications charges. Any individual expense or category of expenses exceeding $5,000 in the aggregate shall require the prior written approval of the Offeror (such approval not to be unreasonably withheld, conditioned, or delayed). The Depositary shall submit invoices for reimbursable expenses on a monthly basis, together with reasonable supporting documentation, and such invoices shall be payable within thirty (30) calendar days of receipt.
ARTICLE XIV — TERMINATION
Section 14.1 — Termination Events.
This Agreement shall terminate upon the earliest to occur of the following:
(a) the payment in full of the Offer Price for all accepted Shares and the return of all non-accepted Shares to the respective tendering holders in accordance with the terms of this Agreement;
(b) the formal withdrawal of the Offer by the Offeror pursuant to Rule 14d-7 under the Exchange Act, and the completion of the return of all tendered Shares to the respective tendering holders in accordance with Article VII;
(c) the written mutual agreement of the Offeror and the Depositary to terminate this Agreement; or
(d) sixty (60) days' prior written notice of termination given by either party to the other; provided, however, that no such termination shall be effective until all tendered Shares have been returned to the respective tendering holders in accordance with Article VII if the Offer has not been consummated as of the date of such notice, and the Depositary shall continue to perform its obligations under this Agreement to the extent necessary to effect such returns.
Section 14.2 — Effect of Lapse Without Formal Withdrawal.
Notwithstanding the foregoing provisions of Section 14.1, if the Offer lapses without the Offeror's acceptance of any tendered Shares for payment and without a formal withdrawal of the Offer by the Offeror (as was disclosed in Amendment No. 2 to the Schedule TO filed with the SEC on November 12, 2021), this Agreement shall remain in full force and effect to the extent necessary to (i) effect the return of all tendered Shares to the respective tendering holders in accordance with Article VII, (ii) preserve and enforce the parties' rights and obligations hereunder, including, without limitation, the indemnification obligations set forth in Article XII and the fee and expense obligations set forth in Article XIII, and (iii) comply with any applicable regulatory requirements.
During any period following the lapse of the Offer in which the Depositary has completed the return of all tendered Shares and there are no pending obligations requiring the Depositary's active participation (a "Dormancy Period"), the Depositary's active duties under this Agreement shall be suspended, and the Depositary shall not be required to provide daily tabulation reports or perform other routine functions. Notwithstanding such suspension, the Depositary shall remain available to resume the provision of services under this Agreement upon written notice from the Offeror, and the provisions of this Agreement (other than those requiring active performance during the Dormancy Period) shall remain in full force and effect.
Section 14.3 — Obligations Upon Termination.
Upon the termination of this Agreement (whether pursuant to Section 14.1 or otherwise), the Depositary shall:
(a) deliver to the Offeror, or as directed by the Offeror, all original records, documents, materials, files, and data (both in hard copy and electronic form) in the Depositary's possession or control relating to the Offer, including, without limitation, all Letters of Transmittal, tabulation records, correspondence with tendering holders, and copies of notices issued by the Depositary;
(b) cooperate with the Offeror in transitioning any remaining administrative functions to the Offeror or its designee; and
(c) provide such further assistance as the Offeror may reasonably request in connection with the completion or wind-down of the Offer.
The following provisions of this Agreement shall survive the termination of this Agreement: Article XII (Indemnification), Article XIII (Fees and Expenses, to the extent of fees and expenses accrued or incurred prior to or in connection with termination), this Section 14.3 (Obligations Upon Termination), Article XV (Notices), and Sections 16.1 (Governing Law), 16.2 (Juris

DEPOSITARY AGREEMENT

AURELIUS MEDIA HOLDINGS LLC

CONTINENTAL FIDUCIARY SERVICES, INC.

PINNACLE CONTENT HOLDINGS, INC.

DEPOSITARY AGREEMENT

RECITALS

Record

Parties

Dates

Amounts