Contract analysis

I. ENGAGEMENT SUMMARY AND CLOSURE CONFIRMATION Calderwood & Harkness LLP's ("C&H" or the "Firm") engagement on behalf of Aurelius Media Americas Inc. ("AMA"), a wholly owned United States subsidiary of Aurelius Global Media Group PLC ("AGMG"), in C&H Matter No. 1017-00004 is hereby closed effective February 15, 2024. This memorandum documents the scope of the engagement, the matters resolved, the key outcomes achieve

II. MATTERS RESOLVED The engagement encompassed two distinct but related matters, both of which have been fully resolved as described below. A. Class Action — *Fuentes v. Aurelius Media Americas Inc.*, LASC Case No. 22STCV38214 (Consolidated with *Halloran v. Aurelius Media Americas Inc.*, LASC Case No. 22STCV39501) Court: Superior Court of the State of California, County of Los Angeles — Central District Assigned Ju

1. Meal period violations (Cal. Lab. Code §§ 226.7, 510, 512), including claims that AMA applied an automatic 30-minute meal period deduction to employee time records without ensuring that compliant meal periods were actually provided;

2. Rest period violations (Cal. Lab. Code § 226.7), alleging that AMA failed to authorize and permit timely, uninterrupted rest periods;

3. Off-the-clock and overtime violations (Cal. Lab. Code §§ 510, 1194, 1198), alleging that AMA's timekeeping practices failed to capture all compensable working time;

4. Minimum wage violations (Cal. Lab. Code §§ 1194, 1197, 1197.1), derivative of the off-the-clock claims;

5. Wage statement violations (Cal. Lab. Code § 226), alleging that AMA's wage statements were inaccurate and did not contain all information required by law;

6. Unfair business practices (Cal. Bus. & Prof. Code § 17200 et seq.), derivative of the underlying wage-and-hour claims; and

7. PAGA representative claims (Cal. Lab. Code §§ 2698–2699.8), seeking civil penalties on behalf of all aggrieved employees for violations of the California Labor Code. All claims were asserted under IWC Wage Order 12, which governs the motion picture industry. The application of Wage Order 12 presented unique factual and legal issues relating to the distinctive working conditions in the entertainment industry, inclu

1. Wrongful termination in violation of public policy;

2. Breach of contract, specifically challenging AMA's designation of his termination as "for cause" under his Employment Agreement dated March 15, 2019;

3. Breach of the implied covenant of good faith and fair dealing;

4. Declaratory relief, seeking a judicial determination that the non-competition clause in Section 9.1 of his Employment Agreement was void and unenforceable under California Business and Professions Code Section 16600; and

5. Failure to reimburse necessary business expenses under California Labor Code Section 2802. AMA's Cross-Claims: Following the initiation of the Aldrich action, C&H filed a Cross-Complaint on behalf of AMA on January 20, 2023, asserting the following affirmative claims against Mr. Aldrich:

1. Breach of Employment Agreement, specifically Section 9.4 (Confidentiality), based on Aldrich's unauthorized transmission of proprietary and confidential AMA materials to his personal email accounts and to a third-party entity, Halcyon Creek Productions LLC;

2. Misappropriation of trade secrets under the California Uniform Trade Secrets Act ("CUTSA"), California Civil Code Section 3426 et seq., relating to proprietary show format bibles, sizzle reels, and the "Summit Challenge" revenue model;

3. Breach of fiduciary duty, based on Aldrich's diversion of AMA intellectual property and business opportunities to Halcyon Creek Productions LLC during his tenure as SVP; and

4. Conversion, relating to the unauthorized possession and use of AMA proprietary materials. The filing of the Cross-Complaint materially altered the dynamics of the Aldrich dispute by transforming AMA from a purely defensive posture into an offensive one. The Cross-Complaint created significant leverage in subsequent settlement negotiations, as the trade secret misappropriation and breach of fiduciary duty claims ex

III. KEY OUTCOMES AND ACHIEVEMENTS A. Class Certification — Partial Victory The class certification proceedings represented the most significant substantive milestone in the class action litigation. Plaintiffs' motion for class certification, filed on April 14, 2023, sought certification on all seven causes of action asserted in the operative complaint. C&H filed a comprehensive opposition brief on June 16, 2023, sup

IV. DETAILED SETTLEMENT TERMS A. Class Action Settlement The class action was resolved pursuant to a Joint Stipulation of Class Action Settlement and Release (the "Class Settlement Agreement"), the key terms of which are summarized in the following table: The claims rate of 68.2% is robust by the standards of California wage-and-hour class settlements, which typically range from 20% to 70%. The low opt-out rate of 1.

V. FINANCIAL SUMMARY — TOTAL AMA EXPENDITURE The following table provides a comprehensive summary of all financial expenditures incurred by AMA in connection with the matters resolved in this engagement: Budget Performance: At the outset of the engagement, C&H provided AMA with a litigation budget of $3,450,000, comprised of estimated professional fees of $2,590,000 and estimated expenses of $860,000. The actual tota

VI. KEY LITIGATION MILESTONES The following table sets forth the key litigation milestones in chronological order across both matters:

VII. DISCOVERY SUMMARY Discovery in both matters was extensive and involved the collection, review, and production of a substantial volume of electronically stored information ("ESI") and paper documents. AMA Document Production: AMA produced a total of 147,832 documents, comprising approximately 1.2 million pages. The production included timekeeping and payroll data extracted from AMA's TimeTrack Pro system, human r

VIII. EXPERT ENGAGEMENT SUMMARY C&H retained two testifying experts on behalf of AMA in connection with the class certification proceedings. Plaintiffs retained one testifying expert. The following table summarizes the expert engagements: Dr. Makhija's testimony was particularly effective in persuading the Court to deny certification on five of seven claims. His detailed analysis of the variability in working conditi

IX. INSURANCE SUMMARY The following table summarizes the insurance policies implicated by the engagement and the outcomes with respect to each: Insurance Broker: Kestrel Risk Advisors Ltd. (primary contact: Samuel Okonkwo). Kestrel assisted with the initial tender process and provided ongoing coordination between AMA and its carriers throughout the engagement. Pemberton Coverage Authorization: Pemberton's coverage co

X. FILE RETENTION All matter files, both physical and electronic, will be retained in accordance with C&H's Document Retention Policy. Under that policy, engagement files are generally retained for a period of seven (7) years from the date of matter closing, with certain categories of documents retained indefinitely as described below. Key documents have been indexed and archived in the Firm's document management sys

1. Class Action Settlement Agreement and Release (Execution Version, dated September 15, 2023);

2. Aldrich Settlement Agreement and Mutual Release (Execution Version, dated January 19, 2024);

3. Final Approval Order and Judgment — Fuentes v. AMA (entered February 9, 2024);

4. Stipulation for Dismissal with Prejudice — Aldrich v. AMA (filed January 26, 2024);

5. Request for Dismissal (CIV-110) — Aldrich v. AMA (entered January 29, 2024);

6. All court filings, pleadings, motions, oppositions, replies, and orders in both matters;

7. Class Certification Order (August 11, 2023);

8. Preliminary Approval Order (October 18, 2023);

9. Expert reports: Dr. Howard Rennick (April 28, 2023), Dr. Rajesh Makhija (May 19, 2023), Dr. Catherine Lindstrom (June 9, 2023);

10. Deposition transcripts for all 18 depositions conducted in both matters;

11. Key correspondence with client contacts (Gregory Tanaka and Philippa Cartwright), opposing counsel (Castellano Byrne & Salas LLP, Veltrano Employment Law Group PC, and Whitfield & Associates), the mediator (Hon. Patricia Okoro, Ret.), insurers (Pemberton Mutual Assurance Co. and Redcliffe Specialty Insurance Ltd.), and vendors (Marlowe Asset Management Litigation Technology Inc., Meridian Settlement Services LLC,

12. Insurance tender letters, reservation of rights correspondence, coverage authorization, and coverage denial correspondence;

13. Billing records, invoices, and budget documentation; and

14. This Matter Closing Memorandum. Documents in categories 1 through 5 and 7 through 8 (settlement agreements, court orders, and judgments) will be retained indefinitely in accordance with the Firm's policy for retention of final dispositive documents.

XI. POST-CLOSING OBLIGATIONS The following post-closing obligations remain outstanding as of the date of this memorandum. While C&H's engagement is closed, the Firm remains available to assist AMA with any of these matters on a new or reopened engagement basis. A. Settlement Funding Class Action: AMA is required to fund its $5,500,000 share of the Gross Settlement Amount, and Pemberton Mutual Assurance Co. is require

XII. CONCLUSION All matters within the scope of C&H Matter No. 1017-00004 have been fully resolved. The class action (Fuentes v. AMA, LASC Case No. 22STCV38214, consolidated with Halloran v. AMA, LASC Case No. 22STCV39501) was resolved through a court-approved class settlement, with the Final Approval Order and Judgment entered on February 9, 2024. The executive dispute (Aldrich v. AMA, LASC Case No. 22STCV41087) was