Contract analysis

I. PURPOSE AND SCOPE This memorandum documents the results of background research conducted on Franklin Ogilvie, a former employee of Aurelius Media Americas, Inc. ("AMA"), and his subsequently formed entity, Meridian Digital Distributors, LLC ("MDD"). This research was conducted in connection with the pre-suit copyright infringement assessment against StreamNow Holdings, Inc. ("StreamNow") on behalf of our client, A

II. FRANKLIN OGILVIE — EMPLOYMENT HISTORY AT AURELIUS MEDIA AMERICAS, INC. A. Hiring and Position Franklin Ogilvie joined Aurelius Media Americas, Inc. in approximately 2017. AMA is a wholly-owned Delaware subsidiary of Aurelius Global Media Group PLC and serves as the principal U.S. operating entity for Aurelius's North American content licensing and distribution activities. AMA is headquartered at 1900 Avenue of th

III. FORMATION OF MERIDIAN DIGITAL DISTRIBUTORS, LLC A. Entity Details Following his departure from AMA, Ogilvie formed Meridian Digital Distributors, LLC ("MDD") in late 2021. According to filings obtained from the California Secretary of State, MDD is a California limited liability company bearing File No. 202115729430. The entity was organized and filed with the California Secretary of State's office during the fo

IV. ANALYSIS OF POTENTIAL CLAIMS AGAINST FRANKLIN OGILVIE AND MDD Based on the foregoing factual background, the following claims appear viable against Ogilvie and MDD. Each is discussed in turn. A. Breach of Separation Agreement (Against Ogilvie) The June 30, 2021 Separation Agreement contains an explicit prohibition on Ogilvie's use, reproduction, distribution, or exploitation of any Aurelius-owned intellectual pro

1. MDD supplied digital assets directly. Ogilvie may have retained Aurelius content files, metadata, distribution keys, or access credentials in violation of the return-of-materials provision of his Separation Agreement, and used these materials to supply the content to StreamNow. If this is the case, Ogilvie's retention of Aurelius materials would constitute a separate breach of the Separation Agreement and could su

2. MDD provided metadata and access information. Alternatively, Ogilvie may have provided StreamNow with sufficient metadata, technical specifications, and access information — drawn from his knowledge of Aurelius's CMS and content delivery infrastructure — to enable StreamNow to source or replicate the content through other channels. Even in this scenario, MDD's provision of this information would constitute a mater

V. RECOMMENDATIONS Based on the foregoing analysis, I make the following recommendations:

1. Include Ogilvie and MDD as Defendants. Franklin Ogilvie and Meridian Digital Distributors, LLC should be named as defendants in any complaint filed against StreamNow Holdings, Inc. in the United States District Court for the Central District of California. Including Ogilvie and MDD in the action will enable comprehensive adjudication of all claims arising from the infringement chain, facilitate joint discovery, an

2. Issue a Separate Demand Letter. A separate demand letter should be sent to MDD and Franklin Ogilvie at MDD's registered address (8912 Burton Way, Suite 200, Beverly Hills, CA 90211), concurrent with the demand letter to StreamNow. The demand letter should demand (a) immediate cessation of all purported licensing, distribution, or exploitation of any Aurelius-owned content, (b) preservation of all documents, commun

3. Seek Expedited discovery. In any filed action, we should seek expedited discovery from MDD and Ogilvie directed at the following critical issues: (a) The precise mechanism by which MDD obtained or facilitated access to the Aurelius content files, including whether Ogilvie retained any Aurelius materials in violation of the return-of-materials provision of the Separation Agreement; (b) Whether MDD has purported to

4. Cross-Reference with Related Memoranda. This memorandum should be cross-referenced with the MDD–StreamNow Agreement Analysis Memorandum (forthcoming from Wendy Schultz), which will provide a detailed analysis of the terms of the Content Distribution Agreement between MDD and StreamNow, and the Willfulness Analysis Memorandum, which will address the evidence of willfulness across the infringement chain. Together, t

5. Review Enforceability of Restrictive Covenants. We should advise Aurelius, through Fiona Hartwell, to undertake a focused review of the Separation Agreement to confirm the enforceability of all restrictive covenants under current California law. California law has undergone significant developments regarding the enforceability of non-compete agreements, including the enactment of Assembly Bill 1076 (effective Janu

VI. APPENDICES AND EXHIBITS REFERENCED The following appendices are referenced in this memorandum and are attached hereto or available upon request: Appendix A: Separation Agreement and General Release between Aurelius Media Americas, Inc. and Franklin Ogilvie, dated June 30, 2021 (provided by Fiona Hartwell, General Counsel, AGMG) Appendix B: California Secretary of State filing for Meridian Digital Distributors, LL