Contract analysis

I. Executive Summary This memorandum analyzes the viability of asserting a supplemental state unfair competition claim under California Business and Professions Code § 17200 against StreamNow Holdings, Inc. ("StreamNow"), a Delaware corporation headquartered at 3400 Wilshire Boulevard, Suite 1800, Los Angeles, California 90010, and potentially Meridian Digital Distributors, LLC ("MDD"), a California limited liability

II. Background Facts A. The Parties

1. Aurelius Global Media Group PLC Aurelius Global Media Group PLC ("Aurelius" or "AGMG") is a public limited company incorporated in England and Wales under Companies House Registration Number 08724561, with its principal offices located at 45 Clarewood Place, London W1K 6TH, United Kingdom. Aurelius is a diversified media and entertainment conglomerate with fiscal year 2025 revenue of approximately £1.87 billion (a

2. Aurelius Media Americas, Inc. Aurelius Media Americas, Inc. ("AMA") is a wholly-owned Delaware subsidiary of AGMG, with its principal place of business located at 1900 Avenue of the Stars, Suite 2200, Los Angeles, California 90067. AMA holds and administers United States copyright registrations for certain Aurelius titles and functions as the primary operational entity for Aurelius's North American distribution, l

3. StreamNow Holdings, Inc. StreamNow Holdings, Inc. ("StreamNow" or "SNH") is a Delaware corporation (File No. 7291843), with its headquarters and principal place of business located at 3400 Wilshire Boulevard, Suite 1800, Los Angeles, California 90010. StreamNow was founded in 2019 and remains privately held. StreamNow's majority equity holder is Pinnacle Ventures Fund III, LP, which holds an approximately 62% full

4. Meridian Digital Distributors, LLC Meridian Digital Distributors, LLC ("MDD") is a California limited liability company, formed in late 2021 and registered with the California Secretary of State under File Number 202115729430, with its registered address at 8912 Burton Way, Suite 200, Beverly Hills, California 90211. MDD's sole member and manager is Franklin Ogilvie. Ogilvie is a former mid-level licensing manager

III. Elements of a § 17200 Claim A. Statutory Framework California Business and Professions Code Section 17200 defines "unfair competition" broadly to include "any unlawful, unfair, or fraudulent business act or practice and unfair, deceptive, untrue or misleading advertising." The statute provides an expansive and flexible framework for addressing competitive misconduct and is widely recognized as one of the most po

IV. Federal Preemption Analysis A. Copyright Act Preemption Under 17 U.S.C. § 301 The most significant legal obstacle to the Section 17200 claim is the potential for federal preemption under Section 301 of the Copyright Act. Section 301(a) provides that: "[A]ll legal or equitable rights that are equivalent to any of the exclusive rights within the general scope of copyright as specified by section 106 . . . are gover

V. Available Remedies Under § 17200 A. Injunctive Relief

Section 17203 of the California Business and Professions Code authorizes courts to "make such orders or judgments . . . as may be necessary to prevent the use or employment" of unfair competition practices. This broad grant of injunctive authority provides courts with substantial flexibility to fashion equitable relief tailored to the specific circumstances of each case. Aurelius may seek an order under Section 17203

Section 17203 also permits courts to order "restoration of money or property" to persons who have been victimized by unfair competition. Restitution under Section 17200 is a distinct remedy from "damages" — it focuses on disgorging from the defendant money or property that, in equity and good conscience, rightfully belongs to the plaintiff. See Glenrock Corporation, 29 Cal. 4th 1134, 1148 (2003) (distinguishing resti

VI. Supplemental Jurisdiction The proposed forum for the contemplated action is the United States District Court for the Central District of California, Los Angeles Division. Federal subject matter jurisdiction over the copyright infringement claims exists under 28 U.S.C. § 1338(a), which provides for original and exclusive federal jurisdiction over civil actions "arising under any Act of Congress relating to . . . c

VII. Strategic Value of the § 17200 Claim A. Alternative and Backup Recovery Path The Section 17200 claim provides an important additional avenue of recovery that operates independently of the Copyright Act claims. If any of the copyright claims are narrowed, dismissed, or otherwise limited during the course of the litigation — whether through a successful partial motion to dismiss, an adverse ruling on a summary jud

VIII. Potential Challenges and Counterarguments A. Preemption Motion by StreamNow As discussed at length in Section IV above, StreamNow's counsel will almost certainly move to dismiss the Section 17200 claim as preempted by the Copyright Act under 17 U.S.C. § 301. Victoria Langford of Grantham Roth & Pearce LLP is an experienced IP litigator, and her team will be well-positioned to mount an aggressive preemption chal

IX. Recommendations Based on the foregoing analysis, I make the following recommendations:

1. Include the Section 17200 claim as a supplemental cause of action in the draft complaint currently being prepared for contingent filing in June 2026 if settlement negotiations with StreamNow fail. The claim should be included as an additional count alongside the federal copyright infringement claims, with supplemental jurisdiction invoked under 28 U.S.C. § 1367(a).

2. Frame the claim primarily under the "unfair" prong of Section 17200, with the "unlawful" prong providing secondary support. This framing maximizes the claim's resistance to preemption by centering it on competitive harm, deceptive business practices, and market-distortion elements that constitute the requisite "extra elements" beyond copyright infringement. The "fraudulent" prong should be pleaded as a tertiary ba

3. Plead with specificity the distinct unfair competitive conduct that distinguishes the Section 17200 claim from the copyright claims. The complaint should contain detailed factual allegations regarding StreamNow's acquisition of content through the fraudulent intermediary MDD/Ogilvie, StreamNow's failure to conduct due diligence despite conspicuous red flags, StreamNow's undercutting of Aurelius's authorized licens

4. Assert the claim against all defendants — StreamNow Holdings, Inc., Meridian Digital Distributors, LLC, and Franklin Ogilvie — to ensure that all parties responsible for the infringing scheme are subject to Section 17200 liability.

5. Seek restitution and broad injunctive relief under Section 17203. Restitution should be sought in an amount equal to either the $14.2 million fair market licensing value or the $38.6 million in attributable revenue, as appropriate under the equitable circumstances, with the restitution claim focused particularly on recovery for the 28 late-registered titles. Injunctive relief should be sought in the broadest permi

6. Coordinate with Wendy Schultz and the pre-suit assessment memorandum (scheduled for March 7, 2026) to ensure consistency in the overall claim presentation, damages framework, and remedies allocation across all causes of action.

7. This memorandum should be read in conjunction with the following companion memoranda and analyses: • Copyright Infringement Claim Analysis (dated March 3, 2026) • DMCA Safe Harbor Non-Applicability Memorandum (dated March 4, 2026) • Willfulness Analysis Memorandum (dated March 4, 2026) • Damages Analysis Memorandum (in preparation; target date March 6, 2026, incorporating Hargrove Economic Consulting Group's preli

1. California Business and Professions Code §§ 17200–17210 (full text) 2. 17 U.S.C. § 301 (Copyright Act preemption) 3. 17 U.S.C. §§ 106, 412, 501, 502, 504, 505 4. 28 U.S.C. §§ 1338, 1367 B. Key Ninth Circuit and California Authorities on § 17200 Preemption in Copyright Cases

1. Kodadek v. MTV Networks, Inc., 152 F.3d 1209 (9th Cir. 1998)

2. Laws v. Sony Music Entertainment, Inc., 448 F.3d 1134 (9th Cir. 2006)

3. Grosso v. Miramax Film Corp., 383 F.3d 965 (9th Cir. 2004)

4. Summit Machine Tool Mfg. Corp. v. Victor CNC Systems, Inc., 7 F.3d 1434 (9th Cir. 1993)

5. Altera Corp. v. Clear Logic, Inc., 424 F.3d 1079 (9th Cir. 2005)

6. Montz v. Pilgrim Films & Television, Inc., 649 F.3d 975 (9th Cir. 2011) (en banc)

7. Cel-Tech Communications, Inc. v. Los Angeles Cellular Telephone Co., 20 Cal. 4th 163 (1999)

8. Glenrock Corporation, 29 Cal. 4th 1134 (2003) C. Factual Materials

1. Summary of 28 Late-Registered Titles (cross-reference Copyright Registration Summary Report prepared from Lexington IP Services, Inc. data, Marissa Chung, search completed January 22, 2026)

2. CipherTrace Analytics Forensic Revenue Attribution Summary ($38.6 million total: $22.4M subscription + $9.7M AVOD + $6.5M sublicensing)

3. Hargrove Economic Consulting Group Preliminary Damages Model (lost licensing revenue of $14.2 million; net recoverable damages of $41.3 million), prepared under the supervision of Dr. Elena Vasquez This memorandum is protected by the attorney-client privilege and the attorney work product doctrine. It is prepared solely for the use of the attorneys and client identified above in connection with Matter No. 1017-000