Contract analysis

I. Litigation Hold — Release A. General Release Authorization Now that both the Fuentes and Aldrich matters have been fully resolved, AMA is authorized to release the litigation hold that was originally issued on November 2, 2022. As you will recall, that litigation hold notice was prepared by Calderwood & Harkness LLP and issued by you, in your capacity as Vice President, Legal & Compliance, to all identified custod

1. Lorraine Okafor, SVP, Human Resources

2. Gregory Tanaka, VP, Legal & Compliance

3. Jonathan Mercer, President

4. Celine Arroyo, Director of Production Operations

5. Dwayne Prescott, VP of Unscripted Programming

6. Karen Fong, Payroll Manager

7. All direct supervisors of named plaintiffs (as identified by Human Resources during the implementation of the litigation hold in November 2022) Each of these individuals should receive a written notification confirming that the litigation hold is released and that they may resume their ordinary document management practices, subject to the specific retention requirements outlined in Sections II through IV below. B

II. Class Settlement Documents — 5-Year Retention A. Retention Period AMA should retain all documents and records falling within the categories described in this Section II for a minimum period of five (5) years from the date of the Court's Final Approval Order, which was entered on February 9, 2024. Accordingly, these documents should be retained through at least February 9, 2029. We believe this five-year retention

1. Settlement Agreement. The Class Action Settlement Agreement and Release, execution version, dated September 15, 2023, including all exhibits, appendices, and schedules thereto.

2. Court Orders. The Preliminary Approval Order, dated October 18, 2023, and the Final Approval Order and Judgment, dated February 9, 2024.

3. Court Filings. All court filings in Case No. 22STCV38214, including filings in the consolidated action, Case No. 22STCV39501. This includes, without limitation, the operative complaint, all motions and oppositions, all declarations and exhibits filed in support of or in opposition to any motion, the motion for preliminary approval and all supporting papers, the motion for final approval and all supporting papers,

4. Class List and Contact Information. The class list and class member contact information that was provided to Meridian Settlement Services LLC, the Court-appointed claims administrator. The primary contact at Meridian is Angela Truong, and Meridian's address is 1600 E. Fourth Street, Suite 240, Santa Ana, California 92701. AMA should retain its own copy of the class list and should confirm with Meridian that Meridi

5. Claims Data. Records of all valid claims submitted by class members in response to the class notice, including the claim forms themselves, any supporting documentation submitted by claimants, and any correspondence with individual claimants regarding their claims. A total of 1,262 valid claims were submitted, representing a claims rate of approximately 68.2% of the approximately 1,850 class members.

6. Opt-Out Records. Records of all requests for exclusion (opt-outs) received during the opt-out period. A total of 23 opt-outs were received. AMA should retain a list of all individuals who opted out, copies of their opt-out requests, and any correspondence regarding opt-out requests.

7. Objection Records. Records of all objections to the settlement received during the objection period. A total of four (4) objections were received, from the following individuals: Carlos Vega, Rachel Kimura, Samuel Torres, and Dawn Prescott. AMA should retain copies of each written objection, any responses filed by AMA or class counsel in response to the objections, and any orders or rulings by the Court regarding

8. Class Notice Materials. All class notice materials, including both the long-form notice and the postcard/summary form notice, as well as proof of mailing of the class notice. The initial mailing of the class notice was completed on November 3, 2023. AMA should also retain any records of re-mailed or supplemental notices, returned mail, and updated addresses.

9. Settlement Administration Records. All records and correspondence related to the administration of the settlement by Meridian Settlement Services LLC, including status reports, invoices, and any communications between AMA, class counsel, and Meridian regarding the administration of claims, distribution of settlement funds, and resolution of disputed claims.

10. PAGA Payment Records. Records relating to the Private Attorneys General Act ("PAGA") component of the settlement, including the $750,000 PAGA allocation. Of this amount, 75% ($562,500) was allocated to the California Labor and Workforce Development Agency ("LWDA"), and 25% ($187,500) was allocated to the aggrieved employees. AMA should retain records of payment to the LWDA, confirmation of receipt by the LWDA, an

11. Fund Distribution Records. Records of the distribution of the settlement fund to individual class members, including the individual payment amounts calculated under the allocation formula set forth in the settlement agreement (60% based on weeks worked during the class period and 40% based on overtime hours during the class period). These records should include check amounts, check numbers, dates of issuance, and

12. Uncashed Checks and Cy Pres. Records of any uncashed settlement checks and any cy pres distributions made to the Legal Aid Foundation of Los Angeles or any other designated cy pres recipient, including the amounts distributed, dates of distribution, and receipts or acknowledgments from the cy pres recipient. C. Insurance-Related Records In addition to the settlement-specific documents identified above, AMA should

1. Pemberton Mutual Assurance Co. Correspondence. All correspondence with Pemberton Mutual Assurance Co. relating to EPL Policy No. PMA-EPL-2022-00837, including, without limitation: (a) The tender letter submitted by AMA to Pemberton on November 8, 2022; (b) Pemberton's reservation of rights letter, dated December 22, 2022; (c) Updated claim information letters provided by AMA to Pemberton on August 20, 2023, and Se

2. D&O Policy Correspondence. All correspondence with Redcliffe Specialty Insurance Ltd. relating to D&O Policy No. RSI-DO-2022-04419, and all correspondence with Ashford Re Ltd. relating to excess D&O Policy No. ARL-EX-2022-01102.

3. Broker Correspondence. All correspondence with AMA's insurance broker, Kestrel Risk Advisors Ltd. (Samuel Okonkwo, Managing Director), regarding the placement, renewal, or claims-related communications pertaining to the policies referenced above. D. Rationale. The five-year retention period for the class settlement documents is supported by several considerations. First, although the Final Approval Order has been

III. Aldrich Settlement Documents — 7-Year Retention A. Retention Period AMA should retain all documents and records falling within the categories described in this Section III for a minimum period of seven (7) years from the date of execution of the Aldrich Settlement Agreement, which was executed on January 19, 2024. Accordingly, these documents should be retained through at least January 19, 2031. The extended ret

1. Settlement Agreement and Release. The Aldrich Settlement Agreement and Mutual Release, execution version, dated January 19, 2024, including all exhibits and schedules thereto.

2. Dismissal Documents. The Stipulation for Dismissal with Prejudice, dated January 26, 2024, and the Request for Dismissal (Judicial Council Form CIV-110), filed with the Court on January 29, 2024.

3. Employment Agreement. Gavin Aldrich's original Employment Agreement with AMA, dated September 5, 2017, and the First Amendment to the Employment Agreement, dated August 1, 2020. These documents are essential to the interpretation and enforcement of the surviving restrictive covenants discussed in Section VI below.

4. Court Filings. All court filings in Case No. 22STCV41087, including both Aldrich's complaint and AMA's cross-complaint, all motions and oppositions, all declarations and exhibits, and all orders entered by the Court.

5. Acceptable Use and Confidentiality Policy. AMA's Acceptable Use and Confidentiality Policy, March 2021 revision, together with Gavin Aldrich's signed acknowledgment of that policy, dated April 12, 2021. This document is relevant to AMA's ongoing enforcement rights under the confidentiality obligations and to any future claim that Aldrich breached the policy.

6. DLP Audit Report and Forensic Logs. The complete Data Loss Prevention ("DLP") audit report and findings, including the IT forensic logs documenting Aldrich's unauthorized transmission of AMA proprietary materials. The forensic evidence established that approximately 340 emails were forwarded by Aldrich from his AMA email account to his personal email address, galdrich.private@Northgate Software.com, and that 7 ema

7. Proprietary Materials. Copies of the proprietary materials that were transmitted by Aldrich, including the show format bibles for "Apex Endurance," "The Remix," and "Untamed West"; the pilot sizzle reels for those programs; and the Summit Challenge revenue model. Retention of these materials is necessary to establish the content and nature of the proprietary information at issue in any future enforcement action.

8. Declarations. The declarations of Jonathan Mercer and Dwayne Prescott filed in support of AMA's cross-complaint against Aldrich.

9. Deposition Transcript. The deposition transcript of Gavin Aldrich, taken on May 22, 2023, including all exhibits marked during the deposition.

10. Mediation-Related Documents. Mediation-related documents, to the extent that such documents are not protected by the mediation confidentiality provisions of California Evidence Code Section 1119. AMA should consult with counsel before disclosing or relying upon any mediation-related materials, as Section 1119 broadly protects the confidentiality of mediation communications and documents.

11. Tax Allocation Records. Records reflecting the tax allocation of the Aldrich settlement amount, specifically the allocation of 45% to wages ($1,057,500, reported on Form W-2) and 55% to non-wage payments ($1,292,500, reported on Form 1099-MISC). These records are essential for tax compliance and audit purposes.

12. RSU Records. Records relating to the acceleration and forfeiture of Aldrich's restricted stock units ("RSUs") as part of the settlement, including the acceleration of 10,200 RSUs and the forfeiture of 5,100 RSUs. These records are relevant to both tax reporting and equity compensation administration. C. Rationale. The extended seven-year retention period for the Aldrich settlement documents is warranted by severa

IV. TimeTrack Pro Data Retention A. Retention Period Payroll and timekeeping data for the class period — November 1, 2018, through October 31, 2023, as modified in the settlement agreement — should be retained until the settlement fund has been fully distributed and all settlement checks have either been cashed or voided. Based on the current distribution timeline, we estimate that the distribution process will be co

1. Punch Records. All TimeTrack Pro punch records (clock-in and clock-out data) for the approximately 1,850 class members across all seven (7) of AMA's California facilities. These records formed the basis for the calculation of individual settlement shares and may be needed to resolve any post-distribution disputes regarding individual payment amounts.

2. Auto-Deduction Configuration Records. Records documenting the configuration of the TimeTrack Pro auto-deduction feature, including the historical 6-hour threshold setting that was in effect during the majority of the class period and the corrective change to a 5-hour threshold implemented in December 2022. These configuration records were central to the liability analysis in the Fuentes litigation and should be pr

3. Missed Meal Attestation Feature Logs. The activation and deactivation logs for the Missed Meal Attestation feature, organized by facility. As documented during discovery, three of AMA's seven California facilities did not have the Missed Meal Attestation feature activated until December 2022: Facility 2 (Studio City, located at 4024 Penmark Strategy Partners Avenue), Facility 4 (Burbank, located at 3800 W. Alameda

4. Attestation Usage Records. Records documenting the usage of the Missed Meal Attestation feature by employees at each facility, including the frequency of attestations, the nature of attestations recorded, and any associated payroll adjustments.

5. Payroll Summary Reports. Payroll summary reports for all class members during the class period, including data on gross wages, overtime wages, meal period premiums paid, and rest period premiums paid. These reports were used in connection with the damages analysis and settlement negotiations and may be relevant to any post-distribution inquiries. C. Coordination with NovaPay Solutions Inc. AMA should confirm direc

V. Return of Materials — Aldrich Compliance Verification A. Aldrich's Obligation Pursuant to the return-of-materials provision of the Aldrich Settlement Agreement, Gavin Aldrich was required to return and/or permanently delete all AMA proprietary materials in his possession, custody, or control within ten (10) business days of the execution of the settlement agreement on January 19, 2024. Based on this timeline, the

1. Confirm Receipt of Written Certification. AMA should confirm that it has received Aldrich's written certification of compliance, as required by the settlement agreement. If the certification has not been received, AMA should promptly follow up with Aldrich (or his counsel) to demand compliance.

2. IT Verification. AMA's IT security team should undertake reasonable efforts to verify Aldrich's certification, to the extent that such verification is possible using available tools and information. Specifically: (a) AMA should confirm that Aldrich's AMA-issued laptop computer has been returned and that the device has been properly wiped, if this was not already accomplished at the time of Aldrich's termination on

3. Enforcement. If Aldrich's written certification of compliance is not received by the deadline, or if the IT verification process reveals evidence of continued possession or use of AMA proprietary materials by Aldrich, AMA should contact Calderwood & Harkness LLP immediately to discuss enforcement options under the settlement agreement, including potential claims for breach of the settlement agreement and injunctiv

VI. Ongoing Restrictive Covenant Monitoring A. Modified Restrictive Covenant Terms As part of the Aldrich settlement, the parties agreed to modify the restrictive covenants contained in Aldrich's Employment Agreement as follows: • Section 9.1 (Non-Competition): Voided in its entirety. The parties mutually agreed that the non-competition covenant is unenforceable, consistent with California Business and Professions Co

1. Public Activity Monitoring. AMA should monitor public announcements of Aldrich's new employment or consulting engagements, including press releases, trade publications, and industry news sources. AMA should also monitor Aldrich's Westmark Health IT profile and other public social media accounts for indications that he has joined or is working with a competitor in the unscripted or reality television space.

2. Internal Reporting. AMA should instruct its employees, particularly those who worked with Aldrich or who occupy positions in the unscripted programming division, to report any solicitation contacts received from Aldrich during the restricted period. This instruction should be communicated through Human Resources and should be documented.

3. Client and Partner Reporting. AMA should similarly request that its network, platform, and advertiser clients report any solicitation contacts received from Aldrich during the restricted period. This request should be made through AMA's existing business relationship channels and should be handled with appropriate discretion to avoid unnecessary disclosure of the settlement or its terms.

4. Enforcement. If AMA becomes aware that Aldrich is soliciting AMA employees or business relationships in violation of the modified non-solicitation covenants under Sections 9.2 or 9.3 of the Employment Agreement, AMA should contact Calderwood & Harkness LLP immediately to discuss enforcement options, including the possibility of seeking injunctive relief and damages.

5. Ongoing Confidentiality Monitoring. With respect to the indefinite confidentiality obligation under Section 9.4, AMA should remain alert on an ongoing basis to any public disclosure or competitive use of AMA proprietary information that may be attributable to Aldrich. This includes monitoring industry developments, competitor programming announcements, and trade press for any indications that AMA's proprietary con

VII. E-discovery Vendor and Expert File Retention A. Marlowe Asset Management Litigation Technology Inc. Marlowe Asset Management Litigation Technology Inc., located at 600 Anton Boulevard, Suite 900, Costa Mesa, California 92626, served as AMA's e-discovery vendor for the duration of this engagement. Through Marlowe Asset Management's platform, AMA produced a total of 147,832 documents, comprising approximately 1.2

VIII. C&H File Retention Calderwood & Harkness LLP will retain all matter files — both physical and electronic — for Matter No. 1017-00004 in accordance with the firm's standard document retention policy. Under that policy, matter files are retained for a period of seven (7) years from the date of matter closing, which in this case will result in retention through at least February 15, 2031. Certain categories of doc