Contract analysis

I. Settlement Overview Following two full-day mediation sessions on August 25, 2023 and September 8, 2023, before the Honorable Patricia Okoro (Ret.) of Westpark Dispute Resolution Inc., the parties reached agreement on the material terms of a class-wide settlement. Judge Okoro is a retired Los Angeles Superior Court Judge with over twenty-five years of experience on the bench and extensive experience mediating and r

II. Material Settlement Terms The material financial and structural terms of the proposed settlement are as follows: Gross Settlement Amount (GSA). The total, all-in Gross Settlement Amount is $14,750,000. The GSA is non-reversionary, meaning that any unclaimed funds will be redistributed to participating class members (or, if redistribution is impracticable, paid to a cy pres recipient designated in the Settlement A

III. Litigation Context and Basis for Settlement AMA and its counsel believe that the proposed settlement is fair, reasonable, adequate, and in the best interests of both the class members and AMA. The following context provides the basis for this conclusion. Class Certification. On August 11, 2023, Judge Escobedo granted partial class certification. Specifically, the Court certified a class on the first meal period

IV. Request for Consent and Policy Contribution Pursuant to the Policy (Policy No. PMA-EPL-2022-00837) and consistent with our prior correspondence, AMA hereby formally requests that Pemberton take the following actions:

1. Consent to Settlement. AMA requests that Pemberton consent to the proposed class settlement on the terms described in this letter and as set forth in the Settlement Agreement and Release (the execution version of which will be provided to Pemberton upon execution, currently anticipated for September 15, 2023).

2. Authorize Policy Contribution. AMA requests that Pemberton authorize a policy contribution in the amount of $9,250,000, representing the Policy's share of the GSA above the $5,000,000 self-insured retention ("SIR"), which has been substantially exhausted through defense costs as detailed in Section V below.

3. Confirm Funding Timeline. AMA requests that Pemberton confirm that its contribution of $9,250,000 will be funded within fourteen (14) calendar days of the Court's entry of a Final Approval Order and Judgment in the Fuentes action. AMA's request for Pemberton's consent and contribution authorization is made in good faith and is consistent with the terms and conditions of the Policy, which provides coverage for "Los

V. SIR Exhaustion Analysis The Policy provides for a self-insured retention of $5,000,000 (the "SIR"), which must be exhausted before Pemberton's indemnity obligations are triggered. AMA has satisfied this requirement, as set forth below. As of September 2023, AMA has incurred approximately $3,100,000 in defense costs in connection with the Fuentes class action. These defense costs include the following categories of

VI. PAGA Allocation The proposed settlement allocation attributes the entire Gross Settlement Amount of $14,750,000 to covered wage-and-hour claims, including meal period premiums, wage statement penalties, restitution under the UCL, and related claims. The PAGA component of $750,000 is included within the GSA but is separately identified in the Settlement Agreement, as required by California Labor Code § 2699(l)(2).

VII. Settlement Approval Timeline The anticipated timeline for Court approval of the proposed settlement is set forth below: AMA intends to file the Preliminary Approval Motion on September 22, 2023. It is important that Pemberton's written consent and contribution authorization be received before that filing date so that AMA can confirm to the Court that insurance funding for the settlement has been secured. The Cou

VIII. Conditions and Protections AMA wishes to highlight several conditions and protections built into the proposed settlement that benefit Pemberton and mitigate its risk exposure: Final Approval Requirement. The settlement is expressly conditioned on the Court's entry of a Final Approval Order granting final approval of the settlement with prejudice, binding on all class members who do not timely opt out. If the Co

IX. Exclusion of Aldrich Executive Dispute AMA confirms that this request pertains solely to the Fuentes class action settlement and does not seek Pemberton's participation in any other pending matter. Specifically, AMA notes that the individual action captioned Aldrich v. Aurelius Media Americas Inc., Case No. 22STCV41087 (the "Aldrich Action"), remains pending before the Los Angeles Superior Court and is not part o

X. Request for Prompt Response In light of the settlement approval timeline set forth above, AMA respectfully requests that Pemberton provide its written consent to the proposed settlement and authorization of the requested $9,250,000 policy contribution at the earliest possible date, and in any event no later than September 20, 2023 — which is two business days before the planned filing of the Preliminary Approval M

XI. Reservation of Rights AMA reserves all rights under the Policy, including but not limited to the following: (a) The right to seek reimbursement of defense costs incurred within the SIR to the extent permitted by the Policy and applicable law; (b) The right to contest Pemberton's reservation of rights regarding PAGA penalties and willful violations in the event that Pemberton declines to participate in the full GS

1. Class Action Settlement Agreement and Release (Execution Version, dated September 15, 2023) — to be provided upon execution

2. Summary of Settlement Terms (chart format) cc: Gregory Tanaka, VP Legal & Compliance, Aurelius Media Americas Inc., 8500 Sunset Boulevard, Suite 1400, West Hollywood, CA 90069 (gtanaka@aureliusmedia.com) Samuel Okonkwo, Managing Director, Kestrel Risk Advisors Ltd., One Broadgate, London EC2M 2QS, United Kingdom (sokonkwo@kestrelrisk.co.uk) Renata Vasquez, Partner, Calderwood & Harkness LLP (rvasquez@calderwoodhar