Contract analysis

I. EXECUTIVE SUMMARY Calderwood & Harkness LLP has completed its pre-suit assessment of the claims available to Aurelius Global Media Group PLC ("Aurelius") and its wholly-owned U.S. subsidiary, Aurelius Media Americas, Inc. ("AMA"), arising from the unauthorized reproduction, distribution, and public performance of 217 Aurelius-owned audiovisual works by StreamNow Holdings, Inc. ("StreamNow") through its streaming a

1. March 2026: Serve formal cease-and-desist and pre-suit demand letters on all parties (StreamNow, MDD/Ogilvie, and the four FAST channel sublicensees), demanding immediate cessation of all unauthorized use, complete takedown of Aurelius content, a full accounting of revenues, and payment of damages. The demand letter to StreamNow will specify a 30-day response window.

2. April – May 2026: Engage in focused settlement negotiations with StreamNow, with an opening demand of $41.3 million and a settlement floor to be discussed in a separate Settlement Authority Recommendation Memorandum.

3. June 2026 (contingent): If settlement is not reached, file suit in the United States District Court for the Central District of California (Los Angeles Division), asserting claims for direct copyright infringement, contributory copyright infringement, inducement of infringement, unfair competition under California Business and Professions Code § 17200, and tortious interference with prospective economic advantage.

II. FACTUAL BACKGROUND A. The Parties

1. Aurelius Global Media Group PLC Aurelius Global Media Group PLC is a United Kingdom-headquartered public limited company (Companies House Registration No. 08724561) listed on the London Stock Exchange under AIM ticker symbol AGLM, with American Depositary Receipts traded on the U.S. over-the-counter market. Aurelius's principal offices are located at 45 Clarewood Place, London W1K 6TH, United Kingdom. Aurelius con

2. StreamNow Holdings, Inc. StreamNow Holdings, Inc. is a Delaware corporation (File No. 7291843) headquartered at 3400 Wilshire Boulevard, Suite 1800, Los Angeles, California 90010. Its registered agent in Delaware is Capitol Registered Agents, Inc., 1209 Orange Street, Wilmington, Delaware 19801. StreamNow operates a streaming "super-aggregator" platform that bundles content from multiple studios, independent distr

3. Meridian Digital Distributors, LLC Meridian Digital Distributors, LLC ("MDD") is a California limited liability company (Secretary of State File No. 202115729430) that was incorporated in late 2021. Its sole member and manager is Franklin Ogilvie. MDD's registered address is 8912 Burton Way, Suite 200, Beverly Hills, California 90211. As of February 2026, MDD's status with the California Secretary of State is list

4. Franklin Ogilvie Franklin Ogilvie is a California resident and the sole member and manager of MDD. Prior to forming MDD, Ogilvie was employed as a mid-level licensing manager at Aurelius Media Americas, Inc. from approximately 2017 to June 30, 2021. In this capacity, Ogilvie had access to Aurelius's content management systems, licensing databases, and related proprietary information concerning Aurelius's content l

1. Discovery and Timeline The chronology of events leading from Aurelius's discovery of the infringement through the engagement of Calderwood & Harkness and the initiation of this pre-suit assessment is as follows: • October 15, 2025: Lena Kowalski, Aurelius's Head of Digital Rights Enforcement, discovered during routine monitoring that multiple Aurelius-owned titles were available for streaming on the StreamNow plat

2. Nature and Scope of Unauthorized Use The unauthorized use of Aurelius's copyrighted content by StreamNow is extensive in both scale and duration. Based on our investigation to date, including the forensic analysis conducted by CipherTrace Analytics, LLC, the infringement may be characterized as follows. StreamNow ingested 217 Aurelius-owned titles into its platform library and made those titles available for strea

1. Brindoval Channel Networks, Inc. (Dallas, Texas) — a U.S.-based FAST channel operator;

2. BrightLoop Media, LLC (Miami, Florida) — a U.S.-based FAST channel operator;

3. Velvet Stream Partners, LP (Toronto, Ontario, Canada) — a Canada-based FAST channel operator; and

4. Pacific Lantern Digital Pty Ltd (Sydney, New South Wales, Australia) — an Australia-based FAST channel operator. These FAST channel sublicensees further distributed and publicly performed Aurelius's copyrighted content to their own audiences, compounding the scope of the infringement and the harm to Aurelius's licensing revenue and market position. A summary of the identified FAST channel sublicensees is attached

3. StreamNow's Claimed Source of Rights As noted above, when Aurelius first inquired about StreamNow's use of Aurelius content, StreamNow's VP of Content Acquisition, Sandra Yee, responded by email on November 3, 2025, asserting that StreamNow had obtained the right to stream Aurelius content through a sublicense from MDD. Specifically, Ms. Yee stated that StreamNow had entered into a "Content Distribution Agreement"

4. CipherTrace Forensic Findings Calderwood & Harkness retained CipherTrace Analytics, LLC ("CipherTrace") to conduct a comprehensive technical forensic analysis of the StreamNow platform and the unauthorized exploitation of Aurelius content. The engagement is led by Dr. Nathan Frey, CipherTrace's Managing Director and a recognized expert in digital content forensics, content fingerprinting, and streaming platform an

III. LEGAL ANALYSIS — CLAIMS A. Federal Copyright Infringement — 17 U.S.C. §§ 106, 501

1. Elements. To establish a claim for copyright infringement under 17 U.S.C. § 501, a plaintiff must prove two elements: (1) ownership of a valid copyright, and (2) the defendant's violation of one or more of the exclusive rights granted to the copyright owner under 17 U.S.C. § 106. See Feist Publ'ns, Inc. v. Rural Tel. Serv. Co., 499 U.S. 340, 361 (1991); Unicolors, Inc. v. H&M Hennes & Mauritz, L.P., 595 U.S. 51 (2

2. Ownership. Aurelius and AMA hold all relevant U.S. copyrights for the 217 works at issue. Ownership has been confirmed through the comprehensive chain-of-title analysis conducted by Lexington IP Services (Appendix B) and the copyright registration verification (Appendix A). For the 189 timely-registered works, the certificates of registration constitute prima facie evidence of the validity of the copyright and of

3. Exclusive Rights Violated StreamNow's conduct violates at least three of the exclusive rights enumerated in 17 U.S.C. § 106: (a) Reproduction (§ 106(1)). StreamNow reproduced digital copies of all 217 Aurelius-owned audiovisual works by ingesting them into its platform library, including copying the works onto its servers and content delivery networks for distribution to end users. Each act of digital reproduction

4. Assessment of Strength The copyright infringement claim against StreamNow is exceptionally strong on both elements: • Ownership element: Very strong. Aurelius possesses a comprehensive registration portfolio covering all 217 works, with clean and unbroken chain of title confirmed by Lexington IP Services. The 189 timely registrations provide prima facie evidence of validity and ownership. No competing claims have

Section 512 of the Copyright Act provides conditional safe harbors from copyright infringement liability for certain categories of online service providers. The most commonly invoked safe harbor, § 512(c), protects service providers that host user-generated or user-uploaded content at the direction of users, provided the service provider satisfies certain conditions, including the absence of actual or constructive kn

1. Standard. Section 504(c)(2) of the Copyright Act provides for enhanced statutory damages of up to $150,000 per work in cases where the copyright owner sustains the burden of proving that the infringement was committed willfully. See 17 U.S.C. § 504(c)(2). The standard for willfulness requires a showing that the defendant knew or should have known that its conduct constituted infringement. See Peer Int'l Corp. v. P

2. Factors Supporting Willfulness Multiple factors support a finding of willfulness against StreamNow in this case: (a) Sophistication of the defendant. StreamNow is a well-funded, professionally managed technology company with sophisticated legal resources. Tobias Rennert serves as in-house General Counsel, and StreamNow engages experienced outside IP counsel at Grantham Roth & Pearce LLP. StreamNow is not an unsoph

3. Impact. A finding of willfulness has significant consequences for damages: • For the 189 timely-registered works, the statutory damages cap increases from the ordinary maximum of $30,000 per work to $150,000 per work, resulting in a potential statutory damages maximum of 189 × $150,000 = $28,350,000 for the timely-registered works alone. • For all 217 works at the willful infringement rate (if all were eligible fo

1. Basis. California's Unfair Competition Law ("UCL"), Business and Professions Code § 17200 et seq., prohibits any "unlawful, unfair, or fraudulent business act or practice." StreamNow's unauthorized distribution of Aurelius content constitutes an unlawful and unfair business practice within the meaning of this statute. Under the "unlawful" prong of § 17200, any business practice that violates any other law — includ

2. Federal Preemption Analysis

Section 301 of the Copyright Act, 17 U.S.C. § 301(a), preempts state law claims that are "equivalent" to copyright infringement — that is, claims based solely on the unauthorized reproduction, distribution, or public performance of copyrighted works, without any qualitatively different element. However, the UCL claim survives preemption because it incorporates an "extra element" beyond the conduct that constitutes co

3. Strategic Value The § 17200 claim offers several strategic advantages: • Broader discovery. The UCL claim justifies discovery into StreamNow's broader business practices, including its content acquisition due diligence procedures (or lack thereof), its relationships with other intermediary licensors, and its competitive practices in the streaming marketplace. This discovery may reveal additional evidence of system

1. Elements Under California Law Under California law, a claim for intentional interference with prospective economic advantage requires proof of: (1) the existence of an economic relationship between the plaintiff and a third party, with the probability of future economic benefit to the plaintiff; (2) the defendant's knowledge of the relationship; (3) intentional or negligent acts by the defendant designed to disrup

2. Application. The factual basis for this claim is well-supported: (1) Economic relationships with third parties. Aurelius maintains existing and prospective licensing relationships with multiple authorized streaming platforms, MVPD operators, and content distributors in the same territories (the United States, Canada, Australia, and others) where StreamNow made Aurelius content available without authorization. Thes

3. Assessment. The tortious interference claim is a viable supplemental state law claim that strengthens Aurelius's overall litigation posture. While the core monetary recovery is more directly achieved through the copyright infringement claims, the tortious interference theory provides an additional factual and legal framework for presenting the full scope of the harm caused by StreamNow's conduct. It also supports

1. Contributory Copyright Infringement Contributory copyright infringement liability attaches where a party, with knowledge of the infringing activity, materially contributes to or induces the infringement of another. See Metro-Goldwyn-Mayer Studios Inc. v. Grokster, Ltd., 545 U.S. 913, 930 (2005); Fonovisa, Inc. v. Cherry Auction, Inc., 76 F.3d 259, 264 (9th Cir. 1996). MDD and Ogilvie materially contributed to Stre

2. Inducement of Infringement Under Grokster, one who distributes a device or product "with the object of promoting its use to infringe copyright, as shown by clear expression or other affirmative steps taken to foster infringement, is liable for the resulting acts of infringement by third parties." 545 U.S. at 936-37. This principle extends to non-device contexts where a party actively induces infringement by others

3. Breach of Separation Agreement Aurelius also possesses a state law contract claim against Ogilvie for breach of the Separation Agreement executed on June 30, 2021. As discussed in Section II.A.4 above, the Separation Agreement contained, among other provisions, a non-compete covenant, a non-solicitation covenant, and an explicit prohibition on the use of any Aurelius intellectual property following separation. Ogi

4. Fraud. Ogilvie made material misrepresentations to StreamNow regarding MDD's authority to license Aurelius content. Specifically, Ogilvie represented, through MDD, that MDD held valid distribution rights to the 217 Aurelius titles, when in fact MDD held no such rights and Ogilvie knew that to be the case. These misrepresentations were made with the intent to induce StreamNow to enter into the Content Distribution

5. Strategic Considerations for Claims Against Ogilvie and MDD The inclusion of Ogilvie and MDD as defendants serves several important strategic objectives: (a) Narrative strengthening. Naming Ogilvie and MDD as defendants allows Aurelius to present the full narrative of the infringement scheme — from Ogilvie's termination from AMA, through his formation of MDD, to MDD's execution of the fraudulent Content Distributi