Contract analysis

I. Purpose and Scope This memorandum sets forth the recommended litigation strategy for the combined defense of Fuentes v. Aurelius Media Americas Inc. (the "Class Action") and Aldrich v. Aurelius Media Americas Inc. (the "Aldrich Matter"). Both matters arise out of AMA's employment practices, though the underlying factual circumstances are largely unrelated. They are, however, linked by overlapping witnesses, common

II. Class Action Strategy — Overview A. Parties and Corporate Structure The defendant in the Class Action is Aurelius Media Americas Inc. ("AMA"), a Delaware corporation qualified to do business in California. AMA's principal office is located at 8500 Sunset Boulevard, Suite 1400, West Hollywood, California 90069. AMA is a wholly owned subsidiary of Aurelius Global Media Group PLC ("AGMG"), a public limited company o

1. Marisol Fuentes — Production Coordinator, Unscripted Programming Division, assigned to AMA's Studio City facility (Facility 2). Ms. Fuentes has been employed by AMA since March 2019 and is a current employee. She is the lead named plaintiff in the Fuentes action (22STCV38214).

2. Derek Halloran — Post-Production Assistant, Digital Content Division, assigned to AMA's Hollywood facility (Facility 5). Mr. Halloran was employed by AMA from June 2020 through August 2022 and is a former employee. He is the named plaintiff in the Halloran action (22STCV39501), which is anticipated to be consolidated with Fuentes as a related case.

3. Yesenia Padilla — Segment Coordinator, Live Events Division, assigned to AMA's Burbank facility (Facility 4). Ms. Padilla was employed by AMA from January 2019 through April 2022 and is a former employee who departed AMA more than six months before the complaint was filed. D. Plaintiffs' Counsel Plaintiffs are represented by two firms acting in coordination: • Castellano Byrne & Salas LLP (lead class counsel) — Ma

1. First Cause of Action — Meal Period Violations (Cal. Lab. Code §§ 226.7, 512): Alleges AMA failed to provide compliant thirty-minute meal periods for shifts exceeding five hours and automatically deducted meal period time regardless of whether employees actually received duty-free meal breaks.

2. Second Cause of Action — Rest Period Violations (Cal. Lab. Code § 226.7): Alleges AMA failed to authorize and permit compliant ten-minute rest periods for every four hours worked, or major fraction thereof, particularly during extended production days.

3. Third Cause of Action — Overtime Violations (Cal. Lab. Code §§ 510, 1194): Alleges AMA failed to properly compensate employees for all overtime hours worked, in part as a consequence of the auto-deduction system's failure to capture actual hours worked.

4. Fourth Cause of Action — Minimum Wage Violations (Cal. Lab. Code §§ 1197, 1197.1): Alleges that the auto-deduction system effectively reduced certain employees' compensation below minimum wage for hours actually worked during meal periods.

5. Fifth Cause of Action — Wage Statement Violations (Cal. Lab. Code § 226): Alleges that AMA's wage statements were inaccurate because they failed to reflect actual hours worked and meal period premiums owed.

6. Sixth Cause of Action — Waiting Time Penalties (Cal. Lab. Code §§ 201–203): Alleges that AMA failed to timely pay all wages due to former employees upon separation, including unpaid meal and rest period premiums and overtime.

7. Seventh Cause of Action — Unfair Competition Law (Cal. Bus. & Prof. Code § 17200 et seq.): Alleges that AMA's Labor Code violations constitute "unlawful" business practices actionable under the UCL. F. PAGA Claims Plaintiffs filed a notice with the California Labor and Workforce Development Agency ("LWDA") on September 15, 2022, asserting PAGA claims on behalf of all aggrieved employees. The LWDA took no action by

I. Key Vulnerability — NovaPay TimeTrack Pro Auto-Deduction System The single most significant vulnerability in the Class Action is AMA's use of the NovaPay Solutions "TimeTrack Pro" timekeeping system and, specifically, its automatic meal period deduction feature. The TimeTrack Pro system, as configured for AMA, automatically deducted thirty minutes of paid time for any shift of six hours or more, on the assumption

III. Class Action Strategy — Phase-by-Phase A. Phase 1: Pleadings and Early Motions (December 2022 – February 2023)

1. Answer. We will file AMA's Answer to the operative complaint with thirteen robust affirmative defenses. These defenses have been identified and developed in the separately prepared Draft Answer and Affirmative Defenses Memorandum (dated January 5, 2023) and include, among others: compliance with law; good faith reliance on timekeeping system; individual variation precluding class treatment; failure to state facts

2. Demurrer to Seventh Cause of Action (UCL) We recommend filing a Demurrer to the Seventh Cause of Action (UCL, Bus. & Prof. Code § 17200) on standing and specificity grounds. While we assess the probability of sustaining the demurrer as moderate (approximately 40%), the filing serves important strategic purposes even if ultimately overruled: • Standing under Proposition 64: The UCL claim is entirely derivative of t

3. Consolidation. We will seek consolidation of the Fuentes action (22STCV38214) and the Halloran action (22STCV39501) via stipulation with Plaintiffs' counsel, with Fuentes designated as the lead case. Consolidation is in the interest of both parties, as it avoids duplicative proceedings, eliminates the risk of inconsistent rulings, and streamlines discovery and certification briefing. We anticipate that Plaintiffs'

4. Protective Order We will negotiate and stipulate to a Protective Order governing the treatment of confidential business information produced in discovery. The proposed order will employ a two-tier designation system: • CONFIDENTIAL: Information that is commercially sensitive or proprietary but may be disclosed to counsel for both parties and their retained experts. • HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY: Inf

5. Case Management Conference The initial Case Management Conference is scheduled for March 10, 2023, before Judge Escobedo. At this conference, we will seek to establish a case management schedule that provides for class certification briefing in the spring and summer of 2023, with a certification hearing in late July or early August. This timeline is aggressive but achievable and supports our objective of reaching

6. Budget. Phase 1 Budget Allocation: $243,000 (fees: $225,000; expenses: $18,000). Expenses include filing fees, service costs, and initial document management setup. B. Phase 2: Discovery (January – June 2023)

1. Written discovery — Propounded by AMA We will propound the following written discovery to each of the three named plaintiffs (Fuentes, Halloran, and Padilla): • First Set of Form Interrogatories (standard employment form interrogatories pursuant to Cal. Code Civ. Proc. § 2030.010 et seq.); • First Set of Special Interrogatories (Nos. 1–35), focusing on each named plaintiff's individual work experience, including:

2. Responding to Plaintiffs' discovery We anticipate that Plaintiffs' counsel will propound extensive written discovery, including Form Interrogatories, Special Interrogatories, and Requests for Production directed to AMA. We will respond in a timely fashion, preserving appropriate objections — including overbreadth, undue burden, attorney-client privilege, and work product protection — while producing sufficient inf

1. Lorraine Okafor — Senior Vice President, Human Resources

2. Gregory Tanaka — Vice President, Legal & Compliance

3. Marcus Yee — Director, Client Data Services, NovaPay Solutions Inc. (third-party custodian)

4. Jonathan Mercer — President, AMA

5. Celine Arroyo — Director of Production Operations

6. Dwayne Prescott — Vice President, Unscripted Programming

7. Karen Fong — Payroll Manager We will negotiate proportionality limitations on overbroad requests from Plaintiffs, including custodian limitations (restricting collection to the seven identified custodians unless Plaintiffs can demonstrate the relevance of additional custodians), time limitations (limiting production to the class period plus a six-month look-back for policy development), and search term protocols (

3. ESI Protocol We will stipulate to an ESI Protocol governing the collection, processing, review, and production of electronically stored information. The key provisions of the protocol include: • Format: Native format for spreadsheets, databases, and structured data files; image format (TIFF or PDF) with extracted text and metadata for emails and other unstructured documents. • Search Methodology: Agreed-upon searc

4. Third-Party Subpoenas We will issue the following third-party subpoenas: • Subpoena Duces Tecum to NovaPay Solutions Inc. (2200 Powell Street, Suite 600, Emeryville, California 94608): This subpoena will seek all timekeeping records, payroll data, system configuration records, Missed Meal Attestation activation and usage records, and audit logs maintained by NovaPay for AMA's California operations during the class

5. Budget. Phase 2 Budget Allocation: $755,000 (fees: $480,000; expenses: $275,000, including e-discovery costs). This phase represents the most expense-intensive portion of the Class Action strategy, driven primarily by the large-scale document production and e-discovery costs. C. Phase 3: Depositions (April – June 2023)

1. Named Plaintiff Depositions (Taken by AMA) We will take the depositions of all three named plaintiffs. Each deposition is strategically essential to developing the factual record necessary to oppose class certification and, if certification is granted, to undermine the class claims at trial or improve our settlement posture. Marisol Fuentes: Ms. Fuentes worked at AMA's Studio City facility (Facility 2), which is o

2. AMA Witness Depositions (Defended by C&H) We anticipate that Plaintiffs' counsel will notice the depositions of several AMA witnesses. We will defend the following depositions: Lorraine Okafor (PMK — Timekeeping and Meal/Rest Break Policies): Ms. Okafor will testify as AMA's Person Most Knowledgeable regarding timekeeping systems and meal/rest break policies. Key topics will include AMA's written meal and rest bre

3. Other Depositions • Marcus Yee (NovaPay Solutions): Third-party deposition regarding TimeTrack Pro system configuration, activation of features at AMA's direction, and system capabilities. This deposition may be taken by either party or both. • Show Unit Production Managers (representative sample): We anticipate that Plaintiffs will seek depositions of two to four UPMs from different show units and facilities. The

4. Budget. Phase 3 Budget Allocation: $405,000 (fees: $310,000; expenses: $95,000, including court reporter fees, transcript costs, and videographer expenses). All AMA witness depositions will be video-recorded for use at certification hearing and, if necessary, at trial. D. Phase 4: Expert Engagement and Class Certification Opposition (March – August 2023)

1. Defense Expert Retention We recommend retaining two defense experts: Dr. Rajesh Makhija, Workforce Dynamics Consulting LLC (444 Castro Street, Suite 800, Mountain View, California 94041) — Dr. Makhija is an industrial and organizational psychology expert who specializes in analyzing workplace practices across multi-location employers. He will opine on the variability of working conditions across AMA's fourteen sho

2. Analysis of Plaintiffs' Expert Report Plaintiffs' damages expert, Dr. Howard Rennick of Pinnacle Economic Consulting Group LLC, is expected to submit his expert report on or about April 28, 2023. We anticipate that Dr. Rennick's report will set forth an aggregate damages figure of approximately $38.6 million, including $12.2 million in PAGA penalties. Based on our experience with Dr. Rennick's methodology in prior

3. Class Certification Opposition The opposition to Plaintiffs' motion for class certification is due June 16, 2023. This filing is the most consequential pleading in the Class Action and will receive commensurate attention and resources. Our opposition will address all four requirements of certification: a. Commonality and Predominance. We will argue that individual questions predominate over common questions becaus

4. Predicted Outcome Based on our assessment of the record, the applicable law, and Judge Escobedo's known tendencies, we predict the following probabilities for the class certification motion: • 35% probability: Certification denied entirely. This outcome is possible if Dr. Makhija's analysis is compelling and the Court finds that individual variation precludes any common question from predominating. However, Judge

5. Class Certification Hearing The class certification hearing is scheduled for July 28, 2023, before the Honorable Raymond Escobedo in Department 34. We will prepare a detailed oral argument outline with anticipated judicial questions and proposed responses. Renata Vasquez will present the oral argument. We recommend a full-day preparation session on July 26, 2023, with a moot court exercise involving associates pla

6. Budget. Phase 4 Budget Allocation: $860,000 (expert fees: $515,000; certification briefing fees and expenses: $345,000). This is the most expensive phase of the Class Action strategy, reflecting the complexity of the certification opposition and the substantial expert engagement required. E. Phase 5: Mediation and Settlement (August – September 2023)

1. Mediation Timing We recommend scheduling mediation promptly following the certification ruling — ideally within two to three weeks of the Court's order. Regardless of whether certification is granted, denied, or partially granted, the certification ruling will provide both parties with a clearer picture of the case's value and create momentum toward settlement. Post-certification is the optimal settlement window:

2. Mediator. We recommend engaging the Honorable Patricia Okoro (Ret.) of Westpark Dispute Resolution Inc., located at 1925 Century Park East, Suite 1700, Los Angeles, California 90067. Judge Okoro retired from the Los Angeles Superior Court after more than twenty-five years on the bench and is widely regarded as one of the leading mediators in Southern California for employment class actions. She has a reputation fo

3. Session Planning We recommend planning for two mediation sessions: • Session #1 (target: late August 2023): Class Action only. This session will focus exclusively on the Class Action and will allow the parties to explore the realistic settlement range in light of the certification ruling. If the Court has granted partial certification (our most likely scenario), this session should produce meaningful progress towa

4. Settlement Authority Settlement authority must be obtained from the following individuals in sequence: • Gregory Tanaka, Vice President, Legal & Compliance, AMA — authority to approve settlements up to $5 million on behalf of AMA. • Philippa Cartwright, General Counsel, AGMG — authority to approve settlements between $5 million and $15 million on behalf of the AGMG group, in consultation with AGMG finance. • Jonat

5. Target Settlement Range (Class Action) Our target settlement range for the Class Action is $10–15 million (gross settlement amount). The rationale for this range is as follows: • If the Court grants partial certification of the meal period auto-deduction claim only, the realistic exposure on the certified claims is approximately $4–8 million, based on Dr. Lindstrom's preliminary analysis of actual meal period non-

6. Settlement Structure If settlement is reached, we recommend the following structure: • Non-reversionary gross settlement fund: AMA establishes a fund of the agreed GSA amount. Any unclaimed funds are distributed pro rata to participating class members rather than reverting to AMA. This structure is favored by California courts and enhances the likelihood of final approval. • Class counsel fee: We anticipate that c

7. Insurance Coordination AMA's EPL carrier is Pemberton Mutual Assurance Co., under Policy No. PMA-EPL-2022-00837. The policy provides coverage with a $5 million self-insured retention ("SIR") and a $15 million aggregate limit. The SIR is expected to be substantially exhausted through defense costs incurred by Calderwood & Harkness and other defense costs (e-discovery, experts) by the time of mediation. Pemberton ha

8. Settlement Approval Process If a settlement is reached at mediation, the following approval process will apply: • Execution of Settlement Agreement: Within two weeks of reaching agreement in principle at mediation. • Preliminary Approval Motion: Filed within two weeks of execution, supported by a memorandum of points and authorities, the settlement agreement, proposed class notice, and proposed preliminary approva

9. Budget. Phase 5 Budget Allocation: $245,000 (fees: $210,000; expenses: $35,000, including mediation fees and related costs). An additional $200,000 is allocated for the settlement approval process (preliminary and final approval motions, class notice coordination, claims administration oversight, and final approval hearing preparation).

IV. Aldrich Executive Dispute Strategy — Overview A. Plaintiff Gavin Aldrich served as Senior Vice President of Original Content and Executive Producer at Aurelius Media Americas Inc. from September 5, 2017 through October 14, 2022. He was a senior executive with significant responsibility for AMA's unscripted programming development pipeline and original content strategy. B. Compensation at Termination At the time o