Contract analysis

I. Executive Summary This memorandum analyzes the purported "Content Distribution Agreement" (the "CDA") between Meridian Digital Distributors, LLC ("MDD") and StreamNow Holdings, Inc. ("StreamNow"), allegedly executed on March 15, 2024. The CDA was first brought to our client's attention through correspondence initiated by StreamNow's Vice President of Content Acquisition, Sandra Yee, in response to an inquiry from

II. Sources Reviewed In preparing this memorandum, I have reviewed the following documents, records, and materials:

1. Email correspondence from Sandra Yee (StreamNow VP, Content Acquisition) to Raj Anantharam (Aurelius SVP, Content Licensing & Distribution), dated November 3, 2025, in which Yee claims that MDD's sublicense constitutes StreamNow's authority for the Aurelius content and references the CDA by title and purported execution date. This email is the primary document through which the existence and purported terms of the

2. Publicly available California Secretary of State records for Meridian Digital Distributors, LLC (SOS File No. 202115729430), confirming Franklin Ogilvie as sole member and manager, registered address at 8912 Burton Way, Suite 200, Beverly Hills, CA 90211, with entity status listed as active as of our most recent review in February 2026.

3. Franklin Ogilvie Background Memorandum, prepared by Omar Siddiqui, Associate, dated February 22, 2026 (internal Calderwood & Harkness LLP work product), which details Ogilvie's professional history, his employment at AMA, the circumstances of his departure, and his post-employment activities including the formation of MDD.

4. Chain-of-Title Memorandum, prepared by Omar Siddiqui and reviewed by Wendy Schultz, dated February 25, 2026 (internal Calderwood & Harkness LLP work product), which confirms Aurelius's and AMA's ownership of all 217 audiovisual works at issue and traces the chain of title for each work from creation or acquisition through the present.

5. Copyright Registration Summary Report, prepared by Omar Siddiqui based on search results completed by Lexington IP Services, Inc. (contact: Marissa Chung) on January 22, 2026, which identifies the registration status of each of the 217 works, confirms timely registration for 189 titles, and identifies 28 titles registered between May 2024 and October 2025.

6. Aurelius internal records, including the Aurelius licensing database, authorized distributor registry, and correspondence files, all of which unequivocally confirm that no license, sublicense, or distribution authority was ever granted to MDD. These records were provided by and authenticated through the office of Fiona Hartwell, General Counsel of Aurelius Global Media Group PLC.

7. Franklin Ogilvie Separation Agreement, dated June 30, 2021, executed between Ogilvie, on the one hand, and Aurelius Global Media Group PLC and Aurelius Media Americas, Inc., on the other hand. This agreement was provided by Fiona Hartwell, Aurelius General Counsel, and contains the non-compete, non-solicitation, and intellectual property use prohibitions discussed in detail below.

8. AMA Internal Investigation File regarding Ogilvie's unauthorized access to Aurelius's content management systems (2021), documenting the investigation conducted by AMA's internal audit and compliance team into Ogilvie's activities prior to his departure, including evidence of unauthorized downloads and exports of title metadata, licensing terms, and distribution records.

9. StreamNow Platform & Business Model Memorandum, prepared by Omar Siddiqui, dated February 28, 2026 (internal Calderwood & Harkness LLP work product), which describes StreamNow's corporate structure, business operations, content acquisition practices, distribution platform, revenue model, and relationships with downstream FAST channel operators. I have also reviewed applicable provisions of the Copyright Act of 197

III. Background on Meridian Digital Distributors, LLC A. Formation and Corporate Details Meridian Digital Distributors, LLC ("MDD") is a California limited liability company that was formed in late 2021. According to publicly available records maintained by the California Secretary of State, MDD was organized under California SOS File No. 202115729430. The timing of MDD's formation is significant: it occurred within

IV. The Purported Content Distribution Agreement A. Known Terms and Representations As of the date of this memorandum, Calderwood & Harkness LLP has not obtained a copy of the purported Content Distribution Agreement between MDD and StreamNow. Our understanding of its terms and scope is derived primarily from the representations made by Sandra Yee, StreamNow's Vice President of Content Acquisition, in her email to Ra

V. Legal Analysis: MDD's Lack of Authority A. Nemo Dat Quod Non Habet — MDD Cannot Convey Rights It Does Not Hold The analysis of MDD's authority to enter into the CDA begins with one of the most fundamental principles of property and intellectual property law: nemo dat quod non habet — one cannot give what one does not have. Under well-established principles of copyright law, a purported license from a party that do

VI. Analysis of StreamNow's Potential "Innocent Infringer" Defense A. Legal Standard for Innocent Infringer Under 17 U.S.C. § 504(c)(2) StreamNow may attempt to invoke the "innocent infringer" provision of the Copyright Act to mitigate its damages exposure. Under 17 U.S.C. § 504(c)(2), a court, in its discretion, may reduce an award of statutory damages to not less than $200 per work infringed if the infringer sustai

1. Ogilvie's Former Employment at Aurelius Was Known or Readily discoverable. Franklin Ogilvie previously served as a licensing manager at Aurelius Media Americas, Inc., the U.S. subsidiary of Aurelius Global Media Group PLC — one of the world's largest and most prominent media companies. Ogilvie's professional history is readily discoverable through standard background checks, professional networking profiles (such

2. The Scale and Quality of MDD's Purported Catalog Was Implausible. The sheer scale and quality of MDD's purported content catalog should have raised immediate suspicion. MDD — a single-member California LLC formed in late 2021 by a former mid-level licensing manager — purported to control distribution rights for more than 350 titles, including major franchise properties with combined global theatrical box office re

3. Failure to Verify Rights upstream. Standard industry practice for content acquisition at the scale and value involved in this transaction requires verification of the licensor's chain of title — that is, independent confirmation that the licensor actually holds the rights it purports to grant. This practice is not merely a matter of best practice or industry custom; it is a fundamental component of reasonable due

4. Absence of Customary Representations and Warranties. Standard content distribution agreements in the entertainment industry include robust representations and warranties from the licensor regarding its ownership of the content, its authority to grant the rights being licensed, the absence of conflicting rights or encumbrances, and the licensor's compliance with applicable law. These representations are typically a

5. Duration and Scale of Infringement. The duration and scale of StreamNow's unauthorized exploitation of Aurelius content further undermine any claim of innocence. StreamNow exploited 217 Aurelius titles over an approximately 22-month period, from approximately April 1, 2024 through at least January 31, 2026. During this period, StreamNow generated an estimated $38.6 million in revenue attributable to the Aurelius t

VII. Impact on Damages Analysis A. Actual Damages and Infringer's Profits Because MDD lacked any authority to license Aurelius content, and the CDA is void as to all 217 Aurelius-owned audiovisual works, all of StreamNow's revenue attributable to the exploitation of Aurelius content constitutes infringer's profits recoverable under 17 U.S.C. § 504(b). Under Section 504(b), a copyright owner is entitled to recover the

VIII. StreamNow's Contractual Remedies Against MDD StreamNow may have contractual claims against MDD arising from the CDA. If the CDA contains representations and warranties by MDD regarding its ownership of or authority over the content, and if MDD breached those representations (as it clearly did by purporting to license content it had no right to distribute), StreamNow would have claims against MDD for breach of c