Contract analysis

I. Description of Claims A. Class Action — *Fuentes v. Aurelius Media Americas Inc.* On November 1, 2022, Marisol Fuentes, a former hourly production coordinator employed by AMA in the company's Unscripted Programming Division, filed a putative class action complaint in the Superior Court of the State of California, County of Los Angeles, Case No. 22STCV38214 (the "Fuentes Action"). A true and correct copy of the Com

1. Failure to Provide Compliant Meal Periods — in violation of California Labor Code Sections 226.7 and 512, alleging that AMA failed to provide timely, uninterrupted, duty-free meal periods of not less than thirty (30) minutes for shifts exceeding five (5) hours, and failed to pay one additional hour of pay at the employees' regular rate of compensation for each workday that a compliant meal period was not provided;

2. Failure to Provide Compliant Rest Periods — in violation of California Labor Code Section 226.7, alleging that AMA failed to authorize and permit paid rest periods of not less than ten (10) minutes for every four (4) hours worked, or major fraction thereof, and failed to pay one additional hour of pay at the employees' regular rate for each workday that a compliant rest period was not authorized or permitted;

3. Failure to Pay Overtime Compensation — in violation of California Labor Code Sections 510 and 1194, alleging that AMA failed to compensate putative class members at the applicable overtime rate (one and one-half times or two times the regular rate of pay, as applicable) for all hours worked in excess of eight (8) hours in a workday, in excess of forty (40) hours in a workweek, and for the first eight hours worked

4. Failure to Pay Minimum Wage — in violation of California Labor Code Sections 1197 and 1197.1, alleging that the automatic deductions and uncompensated off-the-clock work described herein resulted in effective hourly rates of pay below the applicable California minimum wage for certain pay periods;

5. Failure to Provide Accurate, Itemized Wage Statements — in violation of California Labor Code Section 226, alleging that AMA issued wage statements that failed to accurately reflect the total hours worked, the applicable hourly rates, and the gross and net wages earned, and that such failures were knowing and intentional;

6. Waiting Time Penalties — pursuant to California Labor Code Sections 201 through 203, alleging that AMA willfully failed to pay all wages due upon termination or resignation to putative class members who separated from employment during the class period, entitling those individuals to continuation wages for up to thirty (30) days; and

7. Unfair Business Practices — pursuant to California Business and Professions Code Section 17200 et seq., alleging that the foregoing wage-and-hour violations constitute unlawful, unfair, and fraudulent business acts or practices, and seeking restitution of all wages unlawfully withheld. The Complaint's factual allegations center on AMA's enterprise-wide timekeeping system, specifically the NovaPay Solutions "TimeTr

II. Policy Information For reference, the relevant Policy information is set forth below: It is AMA's understanding that the Policy provides coverage for "Employment Practices" claims, which include, among other things, wage-and-hour class actions, wrongful termination claims, breach of employment contract claims, and related employment disputes. The claims described in Section I above each arise from the employment

III. Tender of Defense and Indemnity AMA hereby formally tenders its defense and indemnity in connection with all of the foregoing claims — including the Fuentes Action, the PAGA representative claims, any anticipated related or consolidated actions, and the anticipated Gavin Aldrich individual employment dispute — to Pemberton under the Policy. AMA respectfully requests that Pemberton acknowledge coverage under the

IV. Contact Information for Coverage Correspondence AMA requests that Pemberton direct all coverage correspondence regarding the claims described herein to the following individuals: Primary Contact: Renata Vasquez, Esq. Calderwood & Harkness LLP 777 South Flower Street, Suite 4200 Los Angeles, California 90017 Telephone: (213) 555-7200 Email: rvasquez@calderwoodharkness.com With copies to: Gregory Tanaka Vice Presid

V. Preservation of Rights AMA expressly reserves all of its rights, remedies, and defenses under the Policy, at law, and in equity, including but not limited to the right to seek reimbursement of defense costs incurred within the Self-Insured Retention to the extent such reimbursement is required under applicable law or the terms of the Policy. Nothing in this notice, or in any prior or subsequent communications betw

VI. Request for Prompt Response AMA respectfully requests that Pemberton:

1. Promptly acknowledge receipt of this notice of claim and tender of defense;

2. Advise AMA of the identity of any coverage counsel, claims adjuster, or claims examiner assigned to this matter, including direct contact information for the assigned representative; and

3. Provide Pemberton's preliminary coverage position with respect to the tendered claims as soon as practicable, and in no event later than is required by the applicable notice and response provisions of the Policy and governing law. Time is of the essence. The Fuentes Action is actively pending before the Superior Court, responsive pleading deadlines are approaching, and AMA must take prompt action to protect its in

1. Complaint, Fuentes v. Aurelius Media Americas Inc., LASC Case No. 22STCV38214 (filed November 1, 2022)

2. PAGA Notice to LWDA (dated September 15, 2022) cc: Gregory Tanaka, Vice President, Legal & Compliance, Aurelius Media Americas Inc. Samuel Okonkwo, Managing Director, Kestrel Risk Advisors Ltd. Bernard Crawford, Partner, Calderwood & Harkness LLP Item | Detail Policy Number | PMA-EPL-2022-00837 Named Insured | Aurelius Media Americas Inc. Insurer | Pemberton Mutual Assurance Co. Policy Period | July 1, 2022 throug