1017-00007 · Client 1017 · Transaction Documents

letter-of-transmittal.docx DOCUMENT M&A / Corporate

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LETTER OF TRANSMITTAL

To Tender Shares of Common Stock of

PINNACLE CONTENT HOLDINGS, INC.

Pursuant to the Offer to Purchase Dated September 8, 2021

AURELIUS MEDIA HOLDINGS LLC a Delaware limited liability company and wholly owned subsidiary of AURELIUS GLOBAL MEDIA GROUP PLC a public limited company organized under the laws of England and Wales

$4.01 Per Share, Net to Seller in Cash

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON OCTOBER 8, 2021, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS IT MAY BE EXTENDED, THE "EXPIRATION DATE").

The Depositary for the Offer is:

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

Filed as Exhibit (a)(1)(B) to the Tender Offer Statement on Schedule TO (SEC File No. 005-92847)

IMPORTANT — DELIVERY INSTRUCTIONS

ALL DELIVERIES OF THIS LETTER OF TRANSMITTAL, SHARE CERTIFICATES, AND ANY OTHER REQUIRED DOCUMENTS SHOULD BE MADE TO THE DEPOSITARY AT THE ADDRESS SET FORTH BELOW. DO NOT SEND THIS LETTER OF TRANSMITTAL TO AURELIUS MEDIA HOLDINGS LLC, AURELIUS GLOBAL MEDIA GROUP PLC, OR RIDGEWAY PROXY ADVISORS LLC. DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN THE ADDRESS SET FORTH BELOW WILL NOT CONSTITUTE A VALID DELIVERY.

DELIVER TO:

Continental Fiduciary Services, Inc.

By Mail:

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

Attention: Lisa Pryor, Vice President, Corporate Actions

By Hand or Overnight Courier:

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

Attention: Lisa Pryor, Vice President, Corporate Actions

QUESTIONS AND REQUESTS FOR ADDITIONAL COPIES of the Offer to Purchase, this Letter of Transmittal, the Notice of Guaranteed Delivery, and other tender offer materials should be directed to the Information Agent:

Ridgeway Proxy Advisors LLC 105 Madison Avenue, Suite 1200 New York, NY 10016

Attention: Martin Cheswick, Senior Managing Director

Telephone: (212) 554-7800 Toll-Free: (888) 554-7801

Email: tenders@ridgewayproxy.com

The Information Agent can answer questions about the offer and provide copies of the Offer to Purchase, this Letter of Transmittal, and related materials. The Information Agent is available Monday through Friday, 9:00 a.m. to 6:00 p.m. New York City time.

DELIVERY OF THIS LETTER OF TRANSMITTAL TO THE INFORMATION AGENT DOES NOT CONSTITUTE VALID DELIVERY TO THE DEPOSITARY.

Box 1 — DESCRIPTION OF SHARES TENDERED

This Letter of Transmittal is to be used by holders of shares of common stock, par value $0.001 per share (the "Shares"), of Pinnacle Content Holdings, Inc., a Delaware corporation ("Pinnacle" or the "Company") (Nasdaq: PCHL), who wish to tender Shares pursuant to the offer described in the Offer to Purchase dated September 8, 2021 (the "Offer to Purchase") by Aurelius Media Holdings LLC, a Delaware limited liability company (the "Offeror") and wholly owned subsidiary of Aurelius Global Media Group PLC, a public limited company organized under the laws of England and Wales (the "Parent"). As of the commencement of the offer, there were 20,000,000 Shares issued and outstanding. The Offeror is seeking to acquire up to a maximum of 6,980,050 Shares (representing approximately 34.9% of the outstanding Shares) at a purchase price of $4.01 per Share, net to the seller in cash, without interest and subject to any required tax withholding (the "Offer Price").

Holders of Shares who wish to tender their Shares must complete the table below (or, if the space provided is inadequate, list the Share certificate numbers and number of Shares on a separate signed schedule and attach it to this Letter of Transmittal). Unless otherwise indicated, it will be assumed that all Shares represented by each certificate delivered to the Depositary are being tendered.

*Unless otherwise indicated, it will be assumed that all Shares represented by each Share certificate listed above are being tendered. See Instruction 2 — Partial Tenders.

If the space provided above is inadequate, please attach a separate signed schedule listing all certificate numbers and the corresponding number of Shares tendered, and check here:

Box 2 — PRORATION

If more than 6,980,050 Shares are validly tendered and not properly withdrawn prior to the Expiration Date, the Offeror will accept Shares for payment on a pro rata basis from all tendering shareholders (with appropriate adjustments to avoid the purchase of fractional Shares), in accordance with Regulation 14D promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Offeror will determine the proration factor promptly following the Expiration Date, and payment for all Shares accepted for purchase will be made promptly thereafter.

Shareholders who wish to have a specific portion of their Shares accepted on a priority basis (i.e., without proration) may indicate that preference by checking the box below and specifying the number of Shares they desire to have purchased without proration. Please note that this election may not be honored if proration applies, and the Offeror makes no assurance that any priority purchase request will be fulfilled. The Offeror reserves the right, in its sole discretion, to accept priority purchase requests only to the extent consistent with applicable law and the terms of the Offer to Purchase.

PRIORITY PURCHASE REQUEST. The undersigned desires to have the following number of Shares accepted without proration:

Number of Shares: ____ Shares

For a more complete description of the proration and conditional tender procedures, shareholders are urged to review Section 1 ("Terms of the Offer") and Section 5 ("Proration") of the Offer to Purchase dated September 8, 2021, which are incorporated herein by reference.

Box 3 — ODD LOT PREFERENCE

Pursuant to the terms and conditions of the Offer to Purchase, holders of an aggregate of fewer than 100 Shares ("Odd Lot Holders") who tender all of their Shares will not be subject to proration. To qualify for this preference, the tendering shareholder must be the beneficial owner of an aggregate of fewer than 100 Shares and must tender all such Shares. If you qualify as an Odd Lot Holder and wish to elect preferential acceptance of your Shares without proration, check the box below.

ODD LOT ELECTION. By checking this box, the undersigned represents that the undersigned is the beneficial owner of an aggregate of fewer than 100 Shares of common stock of Pinnacle Content Holdings, Inc. and is tendering all such Shares. The undersigned understands that this representation is being relied upon by the Offeror in determining whether to accord the undersigned's tender preferential acceptance in accordance with the terms of the Offer to Purchase.

NOTE: Odd Lot Holders who tender all of their Shares and properly complete this box 3 will not be subject to proration. Odd Lot Holders who do not tender all of their Shares will be subject to proration on the same terms as all other tendering shareholders. See the Offer to Purchase for a more complete description of the odd lot preference.

Box 4 — METHOD OF DELIVERY — PHYSICAL CERTIFICATES

Shareholders who hold their Shares in certificated form and who wish to tender such Shares pursuant to the offer must deliver the following to the Depositary at the address set forth on the cover page of this Letter of Transmittal prior to the Expiration Date:

(a) this Letter of Transmittal (or a facsimile hereof), properly completed and duly executed, together with any required signature guarantees (see box 10);

(b) the certificate(s) representing the Shares being tendered; and

(c) any other documents required by this Letter of Transmittal, including, without limitation, any required affidavits, powers of attorney, or other evidence of authority.

All of the foregoing materials must be received by the Depositary at the address specified herein prior to the Expiration Date. Shares will not be deemed properly tendered unless and until the Depositary has actually received all of the foregoing documents and materials. The method of delivery of all documents, including Share certificates, is at the sole risk of the tendering shareholder. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

No alternative, conditional, or contingent tenders will be accepted (other than conditional tenders as described in box 9). All tendering shareholders, by execution of this Letter of Transmittal (or a facsimile hereof), waive any right to receive any notice of the acceptance of their Shares for payment.

Box 5 — METHOD OF DELIVERY — BOOK-ENTRY TRANSFER

Shareholders who hold their Shares through a book-entry account at The Depository Trust Company ("DTC") may tender such Shares by causing DTC to transfer their Shares into the Depositary's account in accordance with DTC's Automated Tender Offer Program ("ATOP") procedures. The Depositary will establish an account with respect to the Shares at DTC for purposes of the offer promptly after the date of this Letter of Transmittal. Any financial institution that is a participant in the DTC system may make book-entry delivery of Shares by causing DTC to transfer such Shares into the Depositary's account in accordance with DTC's ATOP procedures.

Shareholders who wish to tender Shares held in book-entry form through DTC must comply with the following requirements:

(i) deliver this Letter of Transmittal (or an Agent's Message in lieu thereof, as described below) to the Depositary; and

(ii) cause DTC to transfer such Shares into the Depositary's account in accordance with DTC's ATOP procedures, such that the Depositary receives confirmation of such book-entry transfer prior to the Expiration Date.

IMPORTANT: Delivery of documents to DTC in accordance with DTC's procedures does not constitute delivery to the Depositary. This Letter of Transmittal (or an Agent's Message, as applicable), together with confirmation of book-entry transfer, must be received by the Depositary at its address set forth herein prior to the Expiration Date for the tender to be valid.

Agent's Message. The term "Agent's Message" means a message transmitted by DTC to, and received by, the Depositary and forming a part of a book-entry confirmation, which states that DTC has received an express acknowledgment from the participant in DTC tendering the Shares that such participant has received and agrees to be bound by the terms of this Letter of Transmittal and that the Offeror may enforce such agreement against such participant. In the case of an Agent's Message, DTC participants need not deliver a signed, physical copy of this Letter of Transmittal to the Depositary; however, such participants will be deemed to have made the representations, warranties, and agreements set forth herein as if they had signed and delivered this Letter of Transmittal.

Box 6 — GUARANTEED DELIVERY

If a shareholder wishes to tender Shares pursuant to the offer and (a) the certificate(s) representing such Shares are not immediately available, (b) the shareholder cannot deliver the certificate(s) and all other required documents to the Depositary prior to the Expiration Date, or (c) the procedures for book-entry transfer cannot be completed on a timely basis, then such shareholder may still tender by satisfying each of the following conditions:

(i) the tender is made by or through an Eligible Institution (as defined below);

(ii) a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided as an exhibit to the Schedule TO filed by the Offeror and the Parent with the Securities and Exchange Commission (copies of which are available from the Depositary or the Information Agent), is received by the Depositary prior to the Expiration Date; and

(iii) the certificate(s) representing the tendered Shares (or confirmation of book-entry transfer of such Shares into the Depositary's account at DTC), together with a properly completed and duly executed Letter of Transmittal (or an Agent's Message in lieu thereof), and any other required documents, are received by the Depositary within two (2) Nasdaq trading days after the date of execution of such Notice of Guaranteed Delivery.

The Notice of Guaranteed Delivery must:

(a) be executed by or on behalf of the tendering shareholder and include a guarantee by an Eligible Institution in the form set forth in the Notice of Guaranteed Delivery;

(b) set forth the name(s) and address(es) of the tendering shareholder, the number of Shares being tendered, and, if applicable, the certificate number(s) for such Shares; and

(c) guarantee that, within two (2) Nasdaq trading days after the date of execution of the Notice of Guaranteed Delivery, the certificate(s) (or book-entry confirmation) and a properly completed and duly executed Letter of Transmittal (or Agent's Message) will be deposited by the Eligible Institution with the Depositary.

Definition of "Eligible Institution." For purposes of this Letter of Transmittal, an "Eligible Institution" means a commercial bank, trust company, broker, dealer, credit union, savings association, or other entity that is a member in good standing of a recognized Medallion Program approved by the Securities Transfer Association Inc., including the Security Transfer Agents Medallion Program ("STAMP"), the Stock Exchanges Medallion Program ("SEMP"), or the New York Stock Exchange Medallion Signature Program ("MSP"), or is otherwise acceptable to the Depositary.

Box 7 — SPECIAL PAYMENT INSTRUCTIONS

TO BE COMPLETED ONLY if the check for the Offer Price of Shares tendered and accepted for payment is to be issued in the name of, or if certificate(s) for Shares not tendered or not purchased are to be issued in the name of, someone other than the registered holder(s) of the Shares as set forth under "Description of Shares Tendered" in box 1.

Issue check and/or certificate(s) to:

Name: ____________

Address: ____________

________________________________________

(Include Zip Code)

Taxpayer Identification Number (TIN) or Social Security Number (SSN):

________________________________________

NOTE: Completion of this box 7 requires a Medallion Signature Guarantee. See box 10 for Medallion Signature Guarantee requirements.

Box 8 — SPECIAL DELIVERY INSTRUCTIONS

TO BE COMPLETED ONLY if the check for the Offer Price of Shares tendered and accepted for payment, or certificate(s) for Shares not tendered or not purchased, are to be mailed to an address other than the address of the registered holder(s) shown under "Description of Shares Tendered" in box 1.

Mail check and/or certificate(s) to:

Name: ____________

Address: ____________

________________________________________

(Include Zip Code)

NOTE: Completion of this box 8 requires a Medallion Signature Guarantee. See box 10 for Medallion Signature Guarantee requirements.

Box 9 — CONDITIONAL TENDER

A tendering shareholder may condition his, her, or its tender of Shares upon a minimum number of the shareholder's Shares being purchased by the Offeror. This option is designed to permit shareholders to avoid proration below a level they find acceptable. If the condition specified by the shareholder is not satisfied, the Shares tendered by such shareholder will not be deemed tendered and will be returned to such shareholder promptly following the Expiration Date or termination of the offer, as applicable, without expense to the shareholder.

To make a conditional tender, check the box below and indicate the minimum number of Shares that must be purchased by the Offeror for the tender to be effective:

CONDITIONAL TENDER. The undersigned hereby conditions the tender of Shares indicated in box 1 upon the Offeror purchasing at least ____ of the Shares tendered hereby. If, due to proration or otherwise, the number of Shares to be purchased from the undersigned would be less than the minimum number specified above, then none of the undersigned's Shares shall be deemed tendered, and all such Shares shall be returned to the undersigned promptly following the Expiration Date or termination of the offer.

NOTE: The Offeror's obligation to accept and pay for any Shares tendered pursuant to the offer is subject to the satisfaction or waiver of the conditions set forth in the Offer to Purchase, including the minimum tender condition requiring that at least 5,000,000 Shares (representing 25.0% of the 20,000,000 outstanding Shares) be validly tendered and not properly withdrawn prior to the Expiration Date. If more than 6,980,050 Shares are validly tendered and not properly withdrawn, the Offeror will accept Shares for payment on a pro rata basis in accordance with the proration procedures described in the Offer to Purchase. Shareholders who make a conditional tender and whose condition is not satisfied will have their Shares returned without the Offeror purchasing any of such Shares.

For a more complete description of the proration mechanics and conditional tender procedures, shareholders should review the Offer to Purchase dated September 8, 2021, which is incorporated herein by reference.

Box 10 — SIGNATURE AND MEDALLION GUARANTEE

SIGNATURE OF REGISTERED HOLDER(S)

The undersigned hereby tenders to the Offeror the Shares described in box 1 above upon the terms and subject to the conditions of the Offer to Purchase and this Letter of Transmittal.

NOTE: If the Shares are registered in more than one name, all registered holders must sign this Letter of Transmittal. If signature is by a trustee, executor, administrator, guardian, officer of a corporation, attorney-in-fact, agent, or other person acting in a fiduciary or representative capacity, such person must set forth his or her full title and capacity below and, where more than one person is named, the majority of such persons must sign. See Instruction 3.

Signature(s) of Registered Holder(s):

________________________________________

Date: ________

Name(s) (Please Print):

________________________________________

Capacity (Full Title, if applicable):

________________________________________

Address (Including Zip Code):

________________________________________

Area Code and Telephone Number:

________________________________________

Tax Identification Number or Social Security Number:

________________________________________

MEDALLION SIGNATURE GUARANTEE

(Required in certain circumstances — see below)

A Medallion Signature Guarantee is required if any of the following conditions apply:

(a) payment is to be made to, or the check is to be issued in the name of, any person other than the registered holder(s) of the Shares;

(b) certificate(s) for Shares not tendered or not purchased are to be returned to, or issued in the name of, any person other than the registered holder(s) of the Shares;

(c) certificate(s) for Shares not tendered or not purchased are to be sent to an address other than the address of the registered holder(s) as shown on the stock transfer books of Pinnacle Content Holdings, Inc. or its transfer agent; or

(d) the tendering shareholder has completed box 7 (Special Payment Instructions) or box 8 (Special Delivery Instructions) above.

In the foregoing circumstances, all signatures on this Letter of Transmittal must be guaranteed by an Eligible Institution (as defined in box 6 above). If a Medallion Signature Guarantee is required, please have the guarantee completed in the space provided below.

GUARANTEE OF SIGNATURE(S)

Name of Eligible Institution:

________________________________________

Address of Eligible Institution:

________________________________________

Authorized Signature:

________________________________________

Title:

________________________________________

Date:

________________________________________

(Place Medallion Guarantee Stamp/Seal Below)

________________________________________

SECTION A — REPRESENTATIONS, WARRANTIES, AND COVENANTS OF TENDERING SHAREHOLDER

By executing and delivering this Letter of Transmittal (or, in the case of a book-entry transfer, by causing an Agent's Message to be delivered to the Depositary), the undersigned hereby represents, warrants, covenants, and agrees as follows:

1. Authority. The undersigned has full power and authority to tender, sell, assign, and transfer the Shares tendered hereby, and when such Shares are accepted for payment by the Offeror, the Offeror will acquire good, marketable, and unencumbered title thereto, free and clear of all liens, claims, security interests, restrictions, charges, encumbrances, pledges, conditional sales agreements, assessments, and other obligations or limitations of any kind relating to the sale or transfer thereof, and not subject to any adverse claim or right. The Shares tendered hereby shall be delivered with any and all dividends, distributions, rights, and other benefits that may accrue or be payable with respect thereto on or after the date of this Letter of Transmittal.

2. Good Title. When and to the extent such Shares are accepted for payment by the Offeror, the Offeror will acquire good, marketable, and unencumbered title to all Shares tendered hereby, free and clear of all liens, restrictions, charges, encumbrances, conditional sales agreements, and other obligations relating to the sale or transfer thereof, and the Shares will not be subject to any adverse claim, right of first refusal, preemptive right, option, or similar right.

3. Additional Documents. The undersigned will, upon request, execute and deliver any additional or supplemental documents deemed by the Depositary or the Offeror to be necessary or desirable to complete the sale, assignment, and transfer of the Shares tendered hereby, and to vest in the Offeror full right, title, and interest in and to such Shares.

4. Agreement to Terms. The undersigned has read and agrees to all of the terms and conditions of the Offer to Purchase dated September 8, 2021, and this Letter of Transmittal, including all instructions hereto, and acknowledges receipt of the Offer to Purchase. The undersigned agrees to be bound by the terms and conditions of the Offer to Purchase and this Letter of Transmittal.

5. Acceptance of Offer. The tender of Shares made hereby constitutes the undersigned's acceptance of the offer with respect to the Shares tendered and, subject to the terms and conditions of the offer and the undersigned's right to withdraw the tendered Shares prior to the Expiration Date (or thereafter as described in Section B below), the undersigned's agreement to sell, assign, and transfer such Shares to the Offeror at the Offer Price.

6. Identity of Offeror. The undersigned acknowledges that the offer is being made by Aurelius Media Holdings LLC, a Delaware limited liability company and wholly owned subsidiary of Aurelius Global Media Group PLC, a public limited company organized under the laws of England and Wales (registered number 08541276; listed on the London Stock Exchange under the ticker symbol "AGMG"). The undersigned acknowledges that neither the Offeror nor the Parent is affiliated with Pinnacle Content Holdings, Inc., and that the offer is being made without the recommendation or endorsement of Pinnacle's board of directors (except as otherwise disclosed in the Solicitation/Recommendation Statement on Schedule 14D-9 filed by Pinnacle with the Securities and Exchange Commission).

7. Conditions to the Offer. The undersigned acknowledges that the Offeror's obligation to accept and pay for Shares is subject to the terms and conditions of the Offer to Purchase, including, without limitation: (i) the minimum tender condition requiring that at least 5,000,000 Shares (representing 25.0% of the 20,000,000 outstanding Shares) be validly tendered and not properly withdrawn prior to the Expiration Date; (ii) the absence of any material adverse change in the business, condition, assets, operations, or prospects of Pinnacle; and (iii) the other conditions set forth in Section 14 ("Conditions of the Offer") of the Offer to Purchase.

8. Return of Unpurchased Shares. The undersigned acknowledges that any Shares tendered pursuant to this Letter of Transmittal but not accepted for payment by the Offeror (including, without limitation, by reason of proration, failure to satisfy the minimum tender condition, or termination of the offer) will be returned to the undersigned, at the Offeror's expense, promptly following the expiration or termination of the offer. Such Shares will be returned by crediting the tendering shareholder's account at DTC (in the case of Shares tendered by book-entry transfer) or by returning Share certificates by mail to the registered holder at the address set forth in box 1 (or, if boxes 7 and 8 have been properly completed, to the person and address specified therein).

9. Appointment of Depositary as Agent and Attorney-in-Fact. The undersigned hereby irrevocably constitutes and appoints Continental Fiduciary Services, Inc. (the "Depositary") as the undersigned's agent and attorney-in-fact, with full power of substitution and resubstitution (such power of attorney being coupled with an interest), with respect to the Shares tendered hereby, to: (a) deliver such Shares to the Offeror and receive payment therefor; (b) present such Shares for transfer on the books and records of Pinnacle Content Holdings, Inc. or its transfer agent; (c) receive all benefits and otherwise exercise all rights of beneficial ownership of such Shares; and (d) take any and all other actions necessary or incidental to effect the valid tender, sale, assignment, and transfer of the Shares tendered hereby, all in accordance with the terms and subject to the conditions of the Offer to Purchase and this Letter of Transmittal. This appointment shall be effective upon the Offeror's acceptance of the tendered Shares for payment and shall survive the death or incapacity of the undersigned. All authority herein conferred or agreed to be conferred in this Letter of Transmittal shall not be affected by, and shall survive, the death or incapacity of the undersigned, and any obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy, and legal representatives of the undersigned.

SECTION B — WITHDRAWAL RIGHTS

Shares tendered pursuant to the offer may be withdrawn at any time prior to the Expiration Date. In addition, unless already accepted for payment by the Offeror, Shares may be withdrawn at any time after the expiration of forty (40) business days from September 8, 2021 (the commencement date of the offer), in accordance with Rule 14d-7 promulgated under the Exchange Act.

To effectively withdraw Shares previously tendered, the tendering shareholder (or such shareholder's authorized representative) must deliver a written or facsimile notice of withdrawal to the Depositary at the address set forth on the cover page of this Letter of Transmittal. Such notice of withdrawal must:

(a) specify the name of the person who tendered the Shares to be withdrawn (as set forth on the Letter of Transmittal, if different from the person withdrawing such Shares);

(b) specify the number of Shares to be withdrawn;

(d) be signed by the holder(s) of the Shares in the same manner as the original signature on this Letter of Transmittal (including any required Medallion Signature Guarantee).

If Shares have been tendered by book-entry transfer through DTC, any notice of withdrawal must also specify the name and number of the DTC account from which the Shares were transferred and the name and number of the DTC account to which the withdrawn Shares should be credited. Withdrawal of Shares tendered by book-entry transfer may also be effected by delivery of an appropriate instruction from the DTC participant that tendered such Shares through ATOP procedures.

Withdrawals may not be rescinded, and Shares that are withdrawn will thereafter be deemed not validly tendered for purposes of the offer. However, withdrawn Shares may be re-tendered by again following the applicable tender procedures described herein at any time prior to the Expiration Date.

All questions as to the form and validity (including the time of receipt) of any notice of withdrawal will be determined by the Offeror in its sole discretion, which determination shall be final and binding. Neither the Offeror, the Depositary, the Information Agent, nor any other person shall be under any duty to give notice of any defect or irregularity in any notice of withdrawal, and none of them shall incur any liability for failure to give any such notice.

For a more complete description of the right to withdraw Shares tendered pursuant to the offer, shareholders should review Section 4 ("Withdrawal Rights") of the Offer to Purchase dated September 8, 2021, which is incorporated herein by reference.

SECTION C — SUBSTITUTE FORM W-9 / TAX INFORMATION

Request for Taxpayer Identification Number and Certification

Under penalties of perjury, the undersigned certifies that:

1. The Taxpayer Identification Number ("TIN") or Social Security Number ("SSN") shown below is the undersigned's correct TIN/SSN (or the undersigned is waiting for a TIN to be issued); and

2. The undersigned is not subject to backup withholding because: (a) the undersigned is exempt from backup withholding; (b) the undersigned has not been notified by the Internal Revenue Service (the "IRS") that the undersigned is subject to backup withholding as a result of a failure to report all interest or dividends; or (c) the IRS has notified the undersigned that the undersigned is no longer subject to backup withholding; and

3. The undersigned is a U.S. citizen or other U.S. person (as defined in Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended (the "Code"), and the instructions to IRS Form W-9), including a resident alien individual, a corporation or partnership created or organized in or under the laws of the United States or any political subdivision thereof, an estate (other than a foreign estate as defined in Section 7701(a)(31) of the Code), or a domestic trust (as defined in Treasury Regulation Section 301.7701-7).

The Internal Revenue Service does not require your consent to any provision of this document other than the certifications required to avoid backup withholding.

Taxpayer Identification Number

Social Security Number: __-_-___

Employer Identification Number: __-____

Backup Withholding Notice

Under the federal income tax laws of the United States, the Depositary will be required to withhold a portion of any payment made to the undersigned pursuant to the offer if the undersigned fails to provide the Depositary with the undersigned's correct TIN or fails to provide the certifications set forth above. The current backup withholding rate is 24% of each payment. Backup withholding is not an additional tax. Rather, the federal income tax liability of a person subject to backup withholding will be reduced by the amount of tax withheld. If backup withholding results in an overpayment of tax, a refund may be obtained from the IRS, provided that the required information is timely furnished to the IRS.

Certain shareholders (including, among others, corporations, certain tax-exempt organizations, individual retirement accounts, and certain non-U.S. persons) may be exempt from backup withholding. Exempt shareholders should indicate their exempt status on the Substitute Form W-9 above. A shareholder should consult his, her, or its tax advisor to determine whether the shareholder is exempt from backup withholding.

Non-U.S. Holders. If the tendering shareholder is not a U.S. person (as defined above), such shareholder should not complete the Substitute Form W-9 set forth above. Instead, such shareholder must complete, sign, and submit to the Depositary the appropriate IRS Form W-8, as applicable:

• Form W-8BEN — for beneficial owners that are individuals and that are claiming treaty benefits or certifying their foreign status;

• Form W-8BEN-E — for beneficial owners that are entities and that are claiming treaty benefits or certifying their foreign status;

• Form W-8ECI — for foreign persons claiming that income is effectively connected with the conduct of a trade or business in the United States;

• Form W-8IMY — for foreign intermediaries, foreign flow-through entities, or certain U.S. branches; or

• Form W-8EXP — for foreign governments, international organizations, foreign central banks of issue, foreign tax-exempt organizations, foreign private foundations, and governments of U.S. possessions.

Copies of the appropriate IRS Form W-8 are available from the Depositary upon request or may be downloaded from the IRS website at www.irs.gov. Non-U.S. holders are urged to consult their own tax advisors regarding the application of U.S. federal income tax withholding, including eligibility for a reduction in or exemption from withholding, and the completion of the required forms.

SECTION D — IMPORTANT TAX INFORMATION

The receipt of cash in exchange for Shares pursuant to the offer will generally be a taxable transaction for United States federal income tax purposes. A tendering shareholder who is a U.S. holder (as defined in the Offer to Purchase) will generally recognize gain or loss equal to the difference between the amount of cash received by such holder pursuant to the offer and such holder's adjusted tax basis in the Shares sold. Such gain or loss will generally be capital gain or loss if the Shares are held as capital assets by the tendering shareholder, and will be long-term capital gain or loss if such Shares have been held for more than one year at the time of the tender. Long-term capital gains recognized by non-corporate U.S. holders are generally subject to a reduced rate of U.S. federal income tax. The deductibility of capital losses is subject to limitations.

The foregoing is a brief summary of certain material U.S. federal income tax consequences of tendering Shares pursuant to the offer and is included for general information only. It does not address all aspects of U.S. federal income taxation that may be relevant to a particular shareholder in light of such shareholder's specific circumstances, nor does it address any state, local, or non-U.S. tax consequences.

Shareholders are urged to review the more complete discussion set forth in Section 5 ("Material U.S. Federal Income Tax Consequences") of the Offer to Purchase dated September 8, 2021. Each shareholder is further urged to consult his, her, or its own tax advisor regarding the specific tax consequences of tendering Shares pursuant to the offer, including the applicability and effect of federal, state, local, and non-U.S. income and other tax laws.

INSTRUCTIONS TO LETTER OF TRANSMITTAL

The following instructions should be read carefully before completing this Letter of Transmittal. Failure to follow these instructions may result in the tender of Shares being invalid.

Instruction 1: Delivery of Letter of Transmittal and Share Certificates

To validly tender Shares, this Letter of Transmittal (or a facsimile hereof), properly completed and duly executed, together with any required signature guarantees, the certificate(s) representing the Shares being tendered (or confirmation of book-entry transfer of such Shares into the Depositary's account at DTC), and any other required documents must be received by the Depositary at the address set forth on the cover page of this Letter of Transmittal prior to the Expiration Date.

If a shareholder is unable to deliver the certificate(s) and all other required documents to the Depositary prior to the Expiration Date, or if the procedures for book-entry transfer cannot be completed on a timely basis, such shareholder may tender Shares by following the guaranteed delivery procedures set forth in box 6 of this Letter of Transmittal and in Section 3 ("Procedures for Accepting the Offer and Tendering Shares") of the Offer to Purchase.

The method of delivery of all required documents is at the sole election and risk of the tendering shareholder. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery prior to the Expiration Date.

Instruction 2: Partial Tenders

If fewer than all Shares evidenced by a delivered certificate are to be tendered, the tendering shareholder should fill in the number of Shares to be tendered in the column titled "Number of Shares Tendered" in the table in box 1 above. In such case, a new certificate for the remainder of the Shares evidenced by the old certificate(s) will be issued and sent to the registered holder (or, if box 7 or box 8 is properly completed, to the person and/or address specified therein) as promptly as practicable following the expiration or termination of the offer. All Shares represented by certificates delivered to the Depositary will be deemed to have been tendered unless otherwise indicated.

Instruction 3: Signatures

(a) Shares registered in the name of the signer. If this Letter of Transmittal is signed by the registered holder(s) of the Shares tendered hereby, the signature(s) must correspond exactly with the name(s) as written on the face of the Share certificate(s) without alteration, enlargement, or any change whatsoever.

(b) Shares registered in more than one name. If the Shares are registered in the names of two or more holders, each such holder must sign this Letter of Transmittal.

(c) Shares registered in a different name. If this Letter of Transmittal is signed by a person other than the registered holder(s) of the Shares, the Share certificate(s) must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name(s) of the registered holder(s) appear(s) on the Share certificate(s), with the signature(s) on such endorsement(s) or stock power(s) guaranteed by an Eligible Institution.

(d) Signing in a fiduciary or representative capacity. If this Letter of Transmittal is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation, or other person acting in a fiduciary or representative capacity, such person should so indicate when signing and must submit evidence of authority to act in such capacity satisfactory to the Depositary.

(e) Signature guarantees. If a Medallion Signature Guarantee is required under this Letter of Transmittal (see box 10), such guarantee must be provided by an Eligible Institution (as defined in box 6). No signature guarantee is required if: (i) this Letter of Transmittal is signed by the registered holder(s) exactly as the name(s) of the registered holder(s) appear(s) on the Share certificate(s); (ii) payment is to be made, and certificates for untendered or unpurchased Shares are to be returned, directly to such registered holder(s); and (iii) neither box 7 (Special Payment Instructions) nor box 8 (Special Delivery Instructions) has been completed.

Instruction 4: Stock Transfer Taxes

Aurelius Media Holdings LLC will pay all stock transfer taxes, if any, payable on the transfer of Shares to the Offeror pursuant to the offer. However, if payment of the Offer Price is to be made to any person other than the registered holder(s), or if Shares not tendered or not purchased are to be returned in the name of, and/or certificates therefor are to be issued to, any person other than the registered holder(s) of such Shares, the amount of any stock transfer taxes (whether imposed on the registered holder(s), such other person, or otherwise) payable on account of the transfer to such person will be deducted from the Offer Price unless satisfactory evidence of the payment of such taxes, or exemption therefrom, is submitted by the tendering shareholder. Except as provided in this Instruction 4, it will not be necessary for transfer tax stamps to be affixed to the Share certificates listed in this Letter of Transmittal.

LETTER OF TRANSMITTAL
To Tender Shares of Common Stock of
PINNACLE CONTENT HOLDINGS, INC.
Pursuant to the Offer to Purchase Dated September 8, 2021
by
AURELIUS MEDIA HOLDINGS LLC a Delaware limited liability company and wholly owned subsidiary of AURELIUS GLOBAL MEDIA GROUP PLC a public limited company organized under the laws of England and Wales
at
$4.01 Per Share, Net to Seller in Cash
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON OCTOBER 8, 2021, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS IT MAY BE EXTENDED, THE "EXPIRATION DATE").
The Depositary for the Offer is:
Continental Fiduciary Services, Inc. 1 Ashbury Asset Advisors Plaza, 30th Floor New York, NY 10004
Filed as Exhibit (a)(1)(B) to the Tender Offer Statement on Schedule TO (SEC File No. 005-92847)
IMPORTANT — DELIVERY INSTRUCTIONS
ALL DELIVERIES OF THIS LETTER OF TRANSMITTAL, SHARE CERTIFICATES, AND ANY OTHER REQUIRED DOCUMENTS SHOULD BE MADE TO THE DEPOSITARY AT THE ADDRESS SET FORTH BELOW. DO NOT SEND THIS LETTER OF TRANSMITTAL TO AURELIUS MEDIA HOLDINGS LLC, AURELIUS GLOBAL MEDIA GROUP PLC, OR RIDGEWAY PROXY ADVISORS LLC. DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN THE ADDRESS SET FORTH BELOW WILL NOT CONSTITUTE A VALID DELIVERY.
DELIVER TO:
Continental Fiduciary Services, Inc.
By Mail:
Continental Fiduciary Services, Inc. 1 Ashbury Asset Advisors Plaza, 30th Floor New York, NY 10004
Attention: Lisa Pryor, Vice President, Corporate Actions
By Hand or Overnight Courier:
Continental Fiduciary Services, Inc. 1 Ashbury Asset Advisors Plaza, 30th Floor New York, NY 10004
Attention: Lisa Pryor, Vice President, Corporate Actions
QUESTIONS AND REQUESTS FOR ADDITIONAL COPIES of the Offer to Purchase, this Letter of Transmittal, the Notice of Guaranteed Delivery, and other tender offer materials should be directed to the Information Agent:
Ridgeway Proxy Advisors LLC 105 Madison Avenue, Suite 1200 New York, NY 10016
Attention: Martin Cheswick, Senior Managing Director
Telephone: (212) 554-7800 Toll-Free: (888) 554-7801
Email: tenders@ridgewayproxy.com
The Information Agent can answer questions about the offer and provide copies of the Offer to Purchase, this Letter of Transmittal, and related materials. The Information Agent is available Monday through Friday, 9:00 a.m. to 6:00 p.m. New York City time.
DELIVERY OF THIS LETTER OF TRANSMITTAL TO THE INFORMATION AGENT DOES NOT CONSTITUTE VALID DELIVERY TO THE DEPOSITARY.
Box 1 — DESCRIPTION OF SHARES TENDERED
This Letter of Transmittal is to be used by holders of shares of common stock, par value $0.001 per share (the "Shares"), of Pinnacle Content Holdings, Inc., a Delaware corporation ("Pinnacle" or the "Company") (Nasdaq: PCHL), who wish to tender Shares pursuant to the offer described in the Offer to Purchase dated September 8, 2021 (the "Offer to Purchase") by Aurelius Media Holdings LLC, a Delaware limited liability company (the "Offeror") and wholly owned subsidiary of Aurelius Global Media Group PLC, a public limited company organized under the laws of England and Wales (the "Parent"). As of the commencement of the offer, there were 20,000,000 Shares issued and outstanding. The Offeror is seeking to acquire up to a maximum of 6,980,050 Shares (representing approximately 34.9% of the outstanding Shares) at a purchase price of $4.01 per Share, net to the seller in cash, without interest and subject to any required tax withholding (the "Offer Price").
Holders of Shares who wish to tender their Shares must complete the table below (or, if the space provided is inadequate, list the Share certificate numbers and number of Shares on a separate signed schedule and attach it to this Letter of Transmittal). Unless otherwise indicated, it will be assumed that all Shares represented by each certificate delivered to the Depositary are being tendered.
*Unless otherwise indicated, it will be assumed that all Shares represented by each Share certificate listed above are being tendered. See Instruction 2 — Partial Tenders.
If the space provided above is inadequate, please attach a separate signed schedule listing all certificate numbers and the corresponding number of Shares tendered, and check here:
Box 2 — PRORATION
If more than 6,980,050 Shares are validly tendered and not properly withdrawn prior to the Expiration Date, the Offeror will accept Shares for payment on a pro rata basis from all tendering shareholders (with appropriate adjustments to avoid the purchase of fractional Shares), in accordance with Regulation 14D promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Offeror will determine the proration factor promptly following the Expiration Date, and payment for all Shares accepted for purchase will be made promptly thereafter.
Shareholders who wish to have a specific portion of their Shares accepted on a priority basis (i.e., without proration) may indicate that preference by checking the box below and specifying the number of Shares they desire to have purchased without proration. Please note that this election may not be honored if proration applies, and the Offeror makes no assurance that any priority purchase request will be fulfilled. The Offeror reserves the right, in its sole discretion, to accept priority purchase requests only to the extent consistent with applicable law and the terms of the Offer to Purchase.
PRIORITY PURCHASE REQUEST. The undersigned desires to have the following number of Shares accepted without proration:
Number of Shares: ____ Shares
For a more complete description of the proration and conditional tender procedures, shareholders are urged to review Section 1 ("Terms of the Offer") and Section 5 ("Proration") of the Offer to Purchase dated September 8, 2021, which are incorporated herein by reference.
Box 3 — ODD LOT PREFERENCE
Pursuant to the terms and conditions of the Offer to Purchase, holders of an aggregate of fewer than 100 Shares ("Odd Lot Holders") who tender all of their Shares will not be subject to proration. To qualify for this preference, the tendering shareholder must be the beneficial owner of an aggregate of fewer than 100 Shares and must tender all such Shares. If you qualify as an Odd Lot Holder and wish to elect preferential acceptance of your Shares without proration, check the box below.
ODD LOT ELECTION. By checking this box, the undersigned represents that the undersigned is the beneficial owner of an aggregate of fewer than 100 Shares of common stock of Pinnacle Content Holdings, Inc. and is tendering all such Shares. The undersigned understands that this representation is being relied upon by the Offeror in determining whether to accord the undersigned's tender preferential acceptance in accordance with the terms of the Offer to Purchase.
NOTE: Odd Lot Holders who tender all of their Shares and properly complete this box 3 will not be subject to proration. Odd Lot Holders who do not tender all of their Shares will be subject to proration on the same terms as all other tendering shareholders. See the Offer to Purchase for a more complete description of the odd lot preference.
Box 4 — METHOD OF DELIVERY — PHYSICAL CERTIFICATES
Shareholders who hold their Shares in certificated form and who wish to tender such Shares pursuant to the offer must deliver the following to the Depositary at the address set forth on the cover page of this Letter of Transmittal prior to the Expiration Date:
(a) this Letter of Transmittal (or a facsimile hereof), properly completed and duly executed, together with any required signature guarantees (see box 10);
(b) the certificate(s) representing the Shares being tendered; and
(c) any other documents required by this Letter of Transmittal, including, without limitation, any required affidavits, powers of attorney, or other evidence of authority.
All of the foregoing materials must be received by the Depositary at the address specified herein prior to the Expiration Date. Shares will not be deemed properly tendered unless and until the Depositary has actually received all of the foregoing documents and materials. The method of delivery of all documents, including Share certificates, is at the sole risk of the tendering shareholder. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.
No alternative, conditional, or contingent tenders will be accepted (other than conditional tenders as described in box 9). All tendering shareholders, by execution of this Letter of Transmittal (or a facsimile hereof), waive any right to receive any notice of the acceptance of their Shares for payment.
Box 5 — METHOD OF DELIVERY — BOOK-ENTRY TRANSFER
Shareholders who hold their Shares through a book-entry account at The Depository Trust Company ("DTC") may tender such Shares by causing DTC to transfer their Shares into the Depositary's account in accordance with DTC's Automated Tender Offer Program ("ATOP") procedures. The Depositary will establish an account with respect to the Shares at DTC for purposes of the offer promptly after the date of this Letter of Transmittal. Any financial institution that is a participant in the DTC system may make book-entry delivery of Shares by causing DTC to transfer such Shares into the Depositary's account in accordance with DTC's ATOP procedures.
Shareholders who wish to tender Shares held in book-entry form through DTC must comply with the following requirements:
(i) deliver this Letter of Transmittal (or an Agent's Message in lieu thereof, as described below) to the Depositary; and
(ii) cause DTC to transfer such Shares into the Depositary's account in accordance with DTC's ATOP procedures, such that the Depositary receives confirmation of such book-entry transfer prior to the Expiration Date.
IMPORTANT: Delivery of documents to DTC in accordance with DTC's procedures does not constitute delivery to the Depositary. This Letter of Transmittal (or an Agent's Message, as applicable), together with confirmation of book-entry transfer, must be received by the Depositary at its address set forth herein prior to the Expiration Date for the tender to be valid.
Agent's Message. The term "Agent's Message" means a message transmitted by DTC to, and received by, the Depositary and forming a part of a book-entry confirmation, which states that DTC has received an express acknowledgment from the participant in DTC tendering the Shares that such participant has received and agrees to be bound by the terms of this Letter of Transmittal and that the Offeror may enforce such agreement against such participant. In the case of an Agent's Message, DTC participants need not deliver a signed, physical copy of this Letter of Transmittal to the Depositary; however, such participants will be deemed to have made the representations, warranties, and agreements set forth herein as if they had signed and delivered this Letter of Transmittal.
Box 6 — GUARANTEED DELIVERY
If a shareholder wishes to tender Shares pursuant to the offer and (a) the certificate(s) representing such Shares are not immediately available, (b) the shareholder cannot deliver the certificate(s) and all other required documents to the Depositary prior to the Expiration Date, or (c) the procedures for book-entry transfer cannot be completed on a timely basis, then such shareholder may still tender by satisfying each of the following conditions:
(i) the tender is made by or through an Eligible Institution (as defined below);
(ii) a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided as an exhibit to the Schedule TO filed by the Offeror and the Parent with the Securities and Exchange Commission (copies of which are available from the Depositary or the Information Agent), is received by the Depositary prior to the Expiration Date; and
(iii) the certificate(s) representing the tendered Shares (or confirmation of book-entry transfer of such Shares into the Depositary's account at DTC), together with a properly completed and duly executed Letter of Transmittal (or an Agent's Message in lieu thereof), and any other required documents, are received by the Depositary within two (2) Nasdaq trading days after the date of execution of such Notice of Guaranteed Delivery.
The Notice of Guaranteed Delivery must:
(a) be executed by or on behalf of the tendering shareholder and include a guarantee by an Eligible Institution in the form set forth in the Notice of Guaranteed Delivery;
(b) set forth the name(s) and address(es) of the tendering shareholder, the number of Shares being tendered, and, if applicable, the certificate number(s) for such Shares; and
(c) guarantee that, within two (2) Nasdaq trading days after the date of execution of the Notice of Guaranteed Delivery, the certificate(s) (or book-entry confirmation) and a properly completed and duly executed Letter of Transmittal (or Agent's Message) will be deposited by the Eligible Institution with the Depositary.
Definition of "Eligible Institution." For purposes of this Letter of Transmittal, an "Eligible Institution" means a commercial bank, trust company, broker, dealer, credit union, savings association, or other entity that is a member in good standing of a recognized Medallion Program approved by the Securities Transfer Association Inc., including the Security Transfer Agents Medallion Program ("STAMP"), the Stock Exchanges Medallion Program ("SEMP"), or the New York Stock Exchange Medallion Signature Program ("MSP"), or is otherwise acceptable to the Depositary.
Box 7 — SPECIAL PAYMENT INSTRUCTIONS
TO BE COMPLETED ONLY if the check for the Offer Price of Shares tendered and accepted for payment is to be issued in the name of, or if certificate(s) for Shares not tendered or not purchased are to be issued in the name of, someone other than the registered holder(s) of the Shares as set forth under "Description of Shares Tendered" in box 1.
Issue check and/or certificate(s) to:
Name: ____________
Address: ____________
________________________________________
________________________________________
(Include Zip Code)
Taxpayer Identification Number (TIN) or Social Security Number (SSN):
________________________________________
NOTE: Completion of this box 7 requires a Medallion Signature Guarantee. See box 10 for Medallion Signature Guarantee requirements.
Box 8 — SPECIAL DELIVERY INSTRUCTIONS
TO BE COMPLETED ONLY if the check for the Offer Price of Shares tendered and accepted for payment, or certificate(s) for Shares not tendered or not purchased, are to be mailed to an address other than the address of the registered holder(s) shown under "Description of Shares Tendered" in box 1.
Mail check and/or certificate(s) to:
Name: ____________
Address: ____________
________________________________________
________________________________________
(Include Zip Code)
NOTE: Completion of this box 8 requires a Medallion Signature Guarantee. See box 10 for Medallion Signature Guarantee requirements.
Box 9 — CONDITIONAL TENDER
A tendering shareholder may condition his, her, or its tender of Shares upon a minimum number of the shareholder's Shares being purchased by the Offeror. This option is designed to permit shareholders to avoid proration below a level they find acceptable. If the condition specified by the shareholder is not satisfied, the Shares tendered by such shareholder will not be deemed tendered and will be returned to such shareholder promptly following the Expiration Date or termination of the offer, as applicable, without expense to the shareholder.
To make a conditional tender, check the box below and indicate the minimum number of Shares that must be purchased by the Offeror for the tender to be effective:
CONDITIONAL TENDER. The undersigned hereby conditions the tender of Shares indicated in box 1 upon the Offeror purchasing at least ____ of the Shares tendered hereby. If, due to proration or otherwise, the number of Shares to be purchased from the undersigned would be less than the minimum number specified above, then none of the undersigned's Shares shall be deemed tendered, and all such Shares shall be returned to the undersigned promptly following the Expiration Date or termination of the offer.
NOTE: The Offeror's obligation to accept and pay for any Shares tendered pursuant to the offer is subject to the satisfaction or waiver of the conditions set forth in the Offer to Purchase, including the minimum tender condition requiring that at least 5,000,000 Shares (representing 25.0% of the 20,000,000 outstanding Shares) be validly tendered and not properly withdrawn prior to the Expiration Date. If more than 6,980,050 Shares are validly tendered and not properly withdrawn, the Offeror will accept Shares for payment on a pro rata basis in accordance with the proration procedures described in the Offer to Purchase. Shareholders who make a conditional tender and whose condition is not satisfied will have their Shares returned without the Offeror purchasing any of such Shares.
For a more complete description of the proration mechanics and conditional tender procedures, shareholders should review the Offer to Purchase dated September 8, 2021, which is incorporated herein by reference.
Box 10 — SIGNATURE AND MEDALLION GUARANTEE
SIGNATURE OF REGISTERED HOLDER(S)
The undersigned hereby tenders to the Offeror the Shares described in box 1 above upon the terms and subject to the conditions of the Offer to Purchase and this Letter of Transmittal.
NOTE: If the Shares are registered in more than one name, all registered holders must sign this Letter of Transmittal. If signature is by a trustee, executor, administrator, guardian, officer of a corporation, attorney-in-fact, agent, or other person acting in a fiduciary or representative capacity, such person must set forth his or her full title and capacity below and, where more than one person is named, the majority of such persons must sign. See Instruction 3.
Signature(s) of Registered Holder(s):
________________________________________
________________________________________
Date: ________
Name(s) (Please Print):
________________________________________
________________________________________
Capacity (Full Title, if applicable):
________________________________________
Address (Including Zip Code):
________________________________________
________________________________________
________________________________________
Area Code and Telephone Number:
________________________________________
Tax Identification Number or Social Security Number:
________________________________________
MEDALLION SIGNATURE GUARANTEE
(Required in certain circumstances — see below)
A Medallion Signature Guarantee is required if any of the following conditions apply:
(a) payment is to be made to, or the check is to be issued in the name of, any person other than the registered holder(s) of the Shares;
(b) certificate(s) for Shares not tendered or not purchased are to be returned to, or issued in the name of, any person other than the registered holder(s) of the Shares;
(c) certificate(s) for Shares not tendered or not purchased are to be sent to an address other than the address of the registered holder(s) as shown on the stock transfer books of Pinnacle Content Holdings, Inc. or its transfer agent; or
(d) the tendering shareholder has completed box 7 (Special Payment Instructions) or box 8 (Special Delivery Instructions) above.
In the foregoing circumstances, all signatures on this Letter of Transmittal must be guaranteed by an Eligible Institution (as defined in box 6 above). If a Medallion Signature Guarantee is required, please have the guarantee completed in the space provided below.
GUARANTEE OF SIGNATURE(S)
Name of Eligible Institution:
________________________________________
Address of Eligible Institution:
________________________________________
________________________________________
Authorized Signature:
________________________________________
Title:
________________________________________
Date:
________________________________________
(Place Medallion Guarantee Stamp/Seal Below)
________________________________________
SECTION A — REPRESENTATIONS, WARRANTIES, AND COVENANTS OF TENDERING SHAREHOLDER
By executing and delivering this Letter of Transmittal (or, in the case of a book-entry transfer, by causing an Agent's Message to be delivered to the Depositary), the undersigned hereby represents, warrants, covenants, and agrees as follows:
1.  Authority. The undersigned has full power and authority to tender, sell, assign, and transfer the Shares tendered hereby, and when such Shares are accepted for payment by the Offeror, the Offeror will acquire good, marketable, and unencumbered title thereto, free and clear of all liens, claims, security interests, restrictions, charges, encumbrances, pledges, conditional sales agreements, assessments, and other obligations or limitations of any kind relating to the sale or transfer thereof, and not subject to any adverse claim or right. The Shares tendered hereby shall be delivered with any and all dividends, distributions, rights, and other benefits that may accrue or be payable with respect thereto on or after the date of this Letter of Transmittal.
2.  Good Title. When and to the extent such Shares are accepted for payment by the Offeror, the Offeror will acquire good, marketable, and unencumbered title to all Shares tendered hereby, free and clear of all liens, restrictions, charges, encumbrances, conditional sales agreements, and other obligations relating to the sale or transfer thereof, and the Shares will not be subject to any adverse claim, right of first refusal, preemptive right, option, or similar right.
3.  Additional Documents. The undersigned will, upon request, execute and deliver any additional or supplemental documents deemed by the Depositary or the Offeror to be necessary or desirable to complete the sale, assignment, and transfer of the Shares tendered hereby, and to vest in the Offeror full right, title, and interest in and to such Shares.
4.  Agreement to Terms. The undersigned has read and agrees to all of the terms and conditions of the Offer to Purchase dated September 8, 2021, and this Letter of Transmittal, including all instructions hereto, and acknowledges receipt of the Offer to Purchase. The undersigned agrees to be bound by the terms and conditions of the Offer to Purchase and this Letter of Transmittal.
5.  Acceptance of Offer. The tender of Shares made hereby constitutes the undersigned's acceptance of the offer with respect to the Shares tendered and, subject to the terms and conditions of the offer and the undersigned's right to withdraw the tendered Shares prior to the Expiration Date (or thereafter as described in Section B below), the undersigned's agreement to sell, assign, and transfer such Shares to the Offeror at the Offer Price.
6.  Identity of Offeror. The undersigned acknowledges that the offer is being made by Aurelius Media Holdings LLC, a Delaware limited liability company and wholly owned subsidiary of Aurelius Global Media Group PLC, a public limited company organized under the laws of England and Wales (registered number 08541276; listed on the London Stock Exchange under the ticker symbol "AGMG"). The undersigned acknowledges that neither the Offeror nor the Parent is affiliated with Pinnacle Content Holdings, Inc., and that the offer is being made without the recommendation or endorsement of Pinnacle's board of directors (except as otherwise disclosed in the Solicitation/Recommendation Statement on Schedule 14D-9 filed by Pinnacle with the Securities and Exchange Commission).
7.  Conditions to the Offer. The undersigned acknowledges that the Offeror's obligation to accept and pay for Shares is subject to the terms and conditions of the Offer to Purchase, including, without limitation: (i) the minimum tender condition requiring that at least 5,000,000 Shares (representing 25.0% of the 20,000,000 outstanding Shares) be validly tendered and not properly withdrawn prior to the Expiration Date; (ii) the absence of any material adverse change in the business, condition, assets, operations, or prospects of Pinnacle; and (iii) the other conditions set forth in Section 14 ("Conditions of the Offer") of the Offer to Purchase.
8.  Return of Unpurchased Shares. The undersigned acknowledges that any Shares tendered pursuant to this Letter of Transmittal but not accepted for payment by the Offeror (including, without limitation, by reason of proration, failure to satisfy the minimum tender condition, or termination of the offer) will be returned to the undersigned, at the Offeror's expense, promptly following the expiration or termination of the offer. Such Shares will be returned by crediting the tendering shareholder's account at DTC (in the case of Shares tendered by book-entry transfer) or by returning Share certificates by mail to the registered holder at the address set forth in box 1 (or, if boxes 7 and 8 have been properly completed, to the person and address specified therein).
9.  Appointment of Depositary as Agent and Attorney-in-Fact. The undersigned hereby irrevocably constitutes and appoints Continental Fiduciary Services, Inc. (the "Depositary") as the undersigned's agent and attorney-in-fact, with full power of substitution and resubstitution (such power of attorney being coupled with an interest), with respect to the Shares tendered hereby, to: (a) deliver such Shares to the Offeror and receive payment therefor; (b) present such Shares for transfer on the books and records of Pinnacle Content Holdings, Inc. or its transfer agent; (c) receive all benefits and otherwise exercise all rights of beneficial ownership of such Shares; and (d) take any and all other actions necessary or incidental to effect the valid tender, sale, assignment, and transfer of the Shares tendered hereby, all in accordance with the terms and subject to the conditions of the Offer to Purchase and this Letter of Transmittal. This appointment shall be effective upon the Offeror's acceptance of the tendered Shares for payment and shall survive the death or incapacity of the undersigned. All authority herein conferred or agreed to be conferred in this Letter of Transmittal shall not be affected by, and shall survive, the death or incapacity of the undersigned, and any obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy, and legal representatives of the undersigned.
SECTION B — WITHDRAWAL RIGHTS
Shares tendered pursuant to the offer may be withdrawn at any time prior to the Expiration Date. In addition, unless already accepted for payment by the Offeror, Shares may be withdrawn at any time after the expiration of forty (40) business days from September 8, 2021 (the commencement date of the offer), in accordance with Rule 14d-7 promulgated under the Exchange Act.
To effectively withdraw Shares previously tendered, the tendering shareholder (or such shareholder's authorized representative) must deliver a written or facsimile notice of withdrawal to the Depositary at the address set forth on the cover page of this Letter of Transmittal. Such notice of withdrawal must:
(a) specify the name of the person who tendered the Shares to be withdrawn (as set forth on the Letter of Transmittal, if different from the person withdrawing such Shares);
(b) specify the number of Shares to be withdrawn;
(c) specify the certificate number(s) representing the Shares to be withdrawn, if applicable; and
(d) be signed by the holder(s) of the Shares in the same manner as the original signature on this Letter of Transmittal (including any required Medallion Signature Guarantee).
If Shares have been tendered by book-entry transfer through DTC, any notice of withdrawal must also specify the name and number of the DTC account from which the Shares were transferred and the name and number of the DTC account to which the withdrawn Shares should be credited. Withdrawal of Shares tendered by book-entry transfer may also be effected by delivery of an appropriate instruction from the DTC participant that tendered such Shares through ATOP procedures.
Withdrawals may not be rescinded, and Shares that are withdrawn will thereafter be deemed not validly tendered for purposes of the offer. However, withdrawn Shares may be re-tendered by again following the applicable tender procedures described herein at any time prior to the Expiration Date.
All questions as to the form and validity (including the time of receipt) of any notice of withdrawal will be determined by the Offeror in its sole discretion, which determination shall be final and binding. Neither the Offeror, the Depositary, the Information Agent, nor any other person shall be under any duty to give notice of any defect or irregularity in any notice of withdrawal, and none of them shall incur any liability for failure to give any such notice.
For a more complete description of the right to withdraw Shares tendered pursuant to the offer, shareholders should review Section 4 ("Withdrawal Rights") of the Offer to Purchase dated September 8, 2021, which is incorporated herein by reference.
SECTION C — SUBSTITUTE FORM W-9 / TAX INFORMATION
Request for Taxpayer Identification Number and Certification
Under penalties of perjury, the undersigned certifies that:
1.  The Taxpayer Identification Number ("TIN") or Social Security Number ("SSN") shown below is the undersigned's correct TIN/SSN (or the undersigned is waiting for a TIN to be issued); and
2.  The undersigned is not subject to backup withholding because: (a) the undersigned is exempt from backup withholding; (b) the undersigned has not been notified by the Internal Revenue Service (the "IRS") that the undersigned is subject to backup withholding as a result of a failure to report all interest or dividends; or (c) the IRS has notified the undersigned that the undersigned is no longer subject to backup withholding; and
3.  The undersigned is a U.S. citizen or other U.S. person (as defined in Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended (the "Code"), and the instructions to IRS Form W-9), including a resident alien individual, a corporation or partnership created or organized in or under the laws of the United States or any political subdivision thereof, an estate (other than a foreign estate as defined in Section 7701(a)(31) of the Code), or a domestic trust (as defined in Treasury Regulation Section 301.7701-7).
The Internal Revenue Service does not require your consent to any provision of this document other than the certifications required to avoid backup withholding.
Taxpayer Identification Number
Social Security Number: __-_-___
OR
Employer Identification Number: __-____
Backup Withholding Notice
Under the federal income tax laws of the United States, the Depositary will be required to withhold a portion of any payment made to the undersigned pursuant to the offer if the undersigned fails to provide the Depositary with the undersigned's correct TIN or fails to provide the certifications set forth above. The current backup withholding rate is 24% of each payment. Backup withholding is not an additional tax. Rather, the federal income tax liability of a person subject to backup withholding will be reduced by the amount of tax withheld. If backup withholding results in an overpayment of tax, a refund may be obtained from the IRS, provided that the required information is timely furnished to the IRS.
Certain shareholders (including, among others, corporations, certain tax-exempt organizations, individual retirement accounts, and certain non-U.S. persons) may be exempt from backup withholding. Exempt shareholders should indicate their exempt status on the Substitute Form W-9 above. A shareholder should consult his, her, or its tax advisor to determine whether the shareholder is exempt from backup withholding.
Non-U.S. Holders.  If the tendering shareholder is not a U.S. person (as defined above), such shareholder should not complete the Substitute Form W-9 set forth above. Instead, such shareholder must complete, sign, and submit to the Depositary the appropriate IRS Form W-8, as applicable:
•  Form W-8BEN — for beneficial owners that are individuals and that are claiming treaty benefits or certifying their foreign status;
•  Form W-8BEN-E — for beneficial owners that are entities and that are claiming treaty benefits or certifying their foreign status;
•  Form W-8ECI — for foreign persons claiming that income is effectively connected with the conduct of a trade or business in the United States;
•  Form W-8IMY — for foreign intermediaries, foreign flow-through entities, or certain U.S. branches; or
•  Form W-8EXP — for foreign governments, international organizations, foreign central banks of issue, foreign tax-exempt organizations, foreign private foundations, and governments of U.S. possessions.
Copies of the appropriate IRS Form W-8 are available from the Depositary upon request or may be downloaded from the IRS website at www.irs.gov. Non-U.S. holders are urged to consult their own tax advisors regarding the application of U.S. federal income tax withholding, including eligibility for a reduction in or exemption from withholding, and the completion of the required forms.
SECTION D — IMPORTANT TAX INFORMATION
The receipt of cash in exchange for Shares pursuant to the offer will generally be a taxable transaction for United States federal income tax purposes. A tendering shareholder who is a U.S. holder (as defined in the Offer to Purchase) will generally recognize gain or loss equal to the difference between the amount of cash received by such holder pursuant to the offer and such holder's adjusted tax basis in the Shares sold. Such gain or loss will generally be capital gain or loss if the Shares are held as capital assets by the tendering shareholder, and will be long-term capital gain or loss if such Shares have been held for more than one year at the time of the tender. Long-term capital gains recognized by non-corporate U.S. holders are generally subject to a reduced rate of U.S. federal income tax. The deductibility of capital losses is subject to limitations.
The foregoing is a brief summary of certain material U.S. federal income tax consequences of tendering Shares pursuant to the offer and is included for general information only. It does not address all aspects of U.S. federal income taxation that may be relevant to a particular shareholder in light of such shareholder's specific circumstances, nor does it address any state, local, or non-U.S. tax consequences.
Shareholders are urged to review the more complete discussion set forth in Section 5 ("Material U.S. Federal Income Tax Consequences") of the Offer to Purchase dated September 8, 2021. Each shareholder is further urged to consult his, her, or its own tax advisor regarding the specific tax consequences of tendering Shares pursuant to the offer, including the applicability and effect of federal, state, local, and non-U.S. income and other tax laws.
INSTRUCTIONS TO LETTER OF TRANSMITTAL
The following instructions should be read carefully before completing this Letter of Transmittal. Failure to follow these instructions may result in the tender of Shares being invalid.
Instruction 1: Delivery of Letter of Transmittal and Share Certificates
To validly tender Shares, this Letter of Transmittal (or a facsimile hereof), properly completed and duly executed, together with any required signature guarantees, the certificate(s) representing the Shares being tendered (or confirmation of book-entry transfer of such Shares into the Depositary's account at DTC), and any other required documents must be received by the Depositary at the address set forth on the cover page of this Letter of Transmittal prior to the Expiration Date.
If a shareholder is unable to deliver the certificate(s) and all other required documents to the Depositary prior to the Expiration Date, or if the procedures for book-entry transfer cannot be completed on a timely basis, such shareholder may tender Shares by following the guaranteed delivery procedures set forth in box 6 of this Letter of Transmittal and in Section 3 ("Procedures for Accepting the Offer and Tendering Shares") of the Offer to Purchase.
The method of delivery of all required documents is at the sole election and risk of the tendering shareholder. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery prior to the Expiration Date.
Instruction 2: Partial Tenders
If fewer than all Shares evidenced by a delivered certificate are to be tendered, the tendering shareholder should fill in the number of Shares to be tendered in the column titled "Number of Shares Tendered" in the table in box 1 above. In such case, a new certificate for the remainder of the Shares evidenced by the old certificate(s) will be issued and sent to the registered holder (or, if box 7 or box 8 is properly completed, to the person and/or address specified therein) as promptly as practicable following the expiration or termination of the offer. All Shares represented by certificates delivered to the Depositary will be deemed to have been tendered unless otherwise indicated.
Instruction 3: Signatures
(a) Shares registered in the name of the signer. If this Letter of Transmittal is signed by the registered holder(s) of the Shares tendered hereby, the signature(s) must correspond exactly with the name(s) as written on the face of the Share certificate(s) without alteration, enlargement, or any change whatsoever.
(b) Shares registered in more than one name. If the Shares are registered in the names of two or more holders, each such holder must sign this Letter of Transmittal.
(c) Shares registered in a different name. If this Letter of Transmittal is signed by a person other than the registered holder(s) of the Shares, the Share certificate(s) must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name(s) of the registered holder(s) appear(s) on the Share certificate(s), with the signature(s) on such endorsement(s) or stock power(s) guaranteed by an Eligible Institution.
(d) Signing in a fiduciary or representative capacity. If this Letter of Transmittal is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation, or other person acting in a fiduciary or representative capacity, such person should so indicate when signing and must submit evidence of authority to act in such capacity satisfactory to the Depositary.
(e) Signature guarantees. If a Medallion Signature Guarantee is required under this Letter of Transmittal (see box 10), such guarantee must be provided by an Eligible Institution (as defined in box 6). No signature guarantee is required if: (i) this Letter of Transmittal is signed by the registered holder(s) exactly as the name(s) of the registered holder(s) appear(s) on the Share certificate(s); (ii) payment is to be made, and certificates for untendered or unpurchased Shares are to be returned, directly to such registered holder(s); and (iii) neither box 7 (Special Payment Instructions) nor box 8 (Special Delivery Instructions) has been completed.
Instruction 4: Stock Transfer Taxes
Aurelius Media Holdings LLC will pay all stock transfer taxes, if any, payable on the transfer of Shares to the Offeror pursuant to the offer. However, if payment of the Offer Price is to be made to any person other than the registered holder(s), or if Shares not tendered or not purchased are to be returned in the name of, and/or certificates therefor are to be issued to, any person other than the registered holder(s) of such Shares, the amount of any stock transfer taxes (whether imposed on the registered holder(s), such other person, or otherwise) payable on account of the transfer to such person will be deducted from the Offer Price unless satisfactory evidence of the payment of such taxes, or exemption therefrom, is submitted by the tendering shareholder. Except as provided in this Instruction 4, it will not be necessary for transfer tax stamps to be affixed to the Share certificates listed in this Letter of Transmittal.
Instruction 5: Special Payment and Delivery Instructions
If the check for the Offer Price is to be issued in the name of, or if any certificates for Shares not tendered or not purchased are to be issued in the name of, and/or are to be sent to, a person other than the registered holder(s), or to an address other than the address of the registered holder(s) as shown in box 1, the tendering shareholder should complete box 7 (Special Payment Instructions) and/or box 8 (Special Delivery Instructions), as applicable. A Medallion Signature Guarantee is required in all such cases (see box 10 and Instruction 3).
Instruction 6: Irregularities
All questions as to the validity, form, eligibility (including time of receipt), and acceptance for payment of any tender of Shares will be determined by Aurelius Media Holdings LLC, in its sole discretion, which determination shall be final and binding on all parties. The Offeror reserves the absolute right to reject any and all tenders determined by it not to be in proper form or the acceptance of or payment for which may, in the opinion of the Offeror's counsel, be unlawful. The Offeror also reserves the absolute right to waive any condition of the offer or any defect or irregularity in the tender of any particular Shares, whether or not similar conditions, defects, or irregularities are waived in the case of other shareholders. No tender of Shares will be deemed to have been validly made until all defects and irregularities with respect thereto have been cured or waived by the Offeror.
None of the Offeror, the Parent, the Depositary, the Information Agent, or any other person shall be under any obligation to give notice of any defects or irregularities in any tender of Shares, nor shall any of them incur any liability for failure to give any such notice. The Offeror's interpretation of the terms and conditions of the offer (including the instructions to this Letter of Transmittal) shall be final and binding on all parties.
Instruction 7: Questions and Requests for Assistance or Additional Copies
Questions or requests for assistance regarding the offer, or requests for additional copies of the Offer to Purchase, this Letter of Transmittal, the Notice of Guaranteed Delivery, or other tender offer materials, may be directed to the Information Agent or the Depositary at the addresses and telephone numbers set forth below:
Information Agent:
Ridgeway Proxy Advisors LLC 105 Madison Avenue, Suite 1200 New York, NY 10016
Attention: Martin Cheswick, Senior Managing Director
Telephone: (212) 554-7800 Toll-Free: (888) 554-7801
Email: tenders@ridgewayproxy.com
Depositary:
Continental Fiduciary Services, Inc. 1 Ashbury Asset Advisors Plaza, 30th Floor New York, NY 10004
Attention: Lisa Pryor, Vice President, Corporate Actions
Telephone: (212) 509-4000 Toll-Free: (800) 509-4001
Email: corporateactions@continentalfiduciary.com
Instruction 8: Lost, Destroyed, or Stolen Certificates
If any Share certificate has been lost, destroyed, or stolen, the shareholder should immediately contact the Depositary, Continental Fiduciary Services, Inc., at the address and telephone number set forth above, for instructions regarding the replacement of such certificate. The shareholder will be required to complete an affidavit of loss and may be required to post an indemnity bond as a condition to the issuance of a replacement certificate or the acceptance of the tender of the Shares represented by such lost, destroyed, or stolen certificate. The cost of any such indemnity bond will generally be borne by the tendering shareholder. Shareholders are urged to contact the Depositary immediately in order to allow sufficient time for processing before the Expiration Date.
Instruction 9: Order of Priority of Applicable Provisions
This Letter of Transmittal should be read in conjunction with the Offer to Purchase dated September 8, 2021. In the event of any conflict or inconsistency between the terms and provisions of this Letter of Transmittal and the terms and provisions of the Offer to Purchase, the terms and provisions of the Offer to Purchase shall control. Capitalized terms used but not defined in this Letter of Transmittal shall have the meanings ascribed to them in the Offer to Purchase.
This form of Letter of Transmittal is filed as Exhibit (a)(1)(B) to the Tender Offer Statement on Schedule TO (File No. 005-92847) filed with the Securities and Exchange Commission on September 8, 2021, by Aurelius Media Holdings LLC and Aurelius Global Media Group PLC with respect to the common stock, par value $0.001 per share, of Pinnacle Content Holdings, Inc. (CIK 0001847263; Nasdaq: PCHL). The offer is to purchase up to a maximum of 6,980,050 shares of common stock of Pinnacle Content Holdings, Inc. (representing approximately 34.9% of the 20,000,000 shares of common stock outstanding as of the commencement of the offer) at a price of $4.01 per share, net to the seller in cash, without interest and subject to any required tax withholding. The aggregate value of the offer, assuming the maximum number of shares are purchased, is approximately $28,000,000.
Prepared by Calderwood & Harkness LLP, 787 Seventh Avenue, 42nd Floor, New York, NY 10019, as counsel to Aurelius Media Holdings LLC and Aurelius Global Media Group PLC.
Name(s) and Address(es) of Registered Holder(s) (Please fill in exactly as name(s) appear(s) on Share certificate(s) or on the records of the transfer agent) | Share Certificate Number(s) (Attach additional signed schedule if necessary) | Total Number of Shares Represented by Certificate(s) | Number of Shares Tendered*

LETTER OF TRANSMITTAL

PINNACLE CONTENT HOLDINGS, INC.

DELIVER TO:

SIGNATURE OF REGISTERED HOLDER(S)

MEDALLION SIGNATURE GUARANTEE

GUARANTEE OF SIGNATURE(S)

INSTRUCTIONS TO LETTER OF TRANSMITTAL

Record

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