Contract analysis

1. My name is Jonathan Mercer. I am the President of Aurelius Media Americas Inc. ("AMA"). I have held the position of President of AMA continuously since March 2018. I make this declaration based upon my own personal knowledge. If called as a witness, I am competent to testify to all matters stated herein.

2. AMA is a corporation organized and existing under the laws of the State of Delaware (Delaware Division of Corporations File No. 5284731) and is qualified to do business in the State of California. AMA maintains its principal office 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 organized

3. Gavin Aldrich ("Aldrich") was employed by AMA from September 5, 2017 through October 14, 2022. At the time of his termination, Aldrich held the title of Senior Vice President of Original Content & Executive Producer. Aldrich was initially hired by AMA in September 2017 as Vice President of Original Content. Effective January 1, 2020, in connection with the First Amendment to his Employment Agreement dated August 1

4. In early October 2022, in my capacity as President of AMA, I directed Aldrich to undertake a restructuring of the Unscripted Programming Division. Specifically, I directed Aldrich to consolidate two underperforming show units within the division and to reduce divisional headcount by approximately fifteen percent (15%). This directive was issued in the ordinary course of AMA's business operations. The directive was

5. On October 10, 2022, Aldrich sent me an email in which he categorically refused to implement the restructuring directive I had issued. In that email, Aldrich stated, among other things, that the directive was "creatively bankrupt and commercially idiotic" and that he would "not participate in dismantling [his] division." I found the language employed by Aldrich in his October 10, 2022 email to be insubordinate and

6. On October 11, 2022, in response to Aldrich's email of October 10, 2022, I issued Aldrich a formal written warning. The written warning advised Aldrich that his refusal to comply with a direct instruction from the President of the Company constituted a violation of AMA's policies governing employee conduct and the chain of command, and that continued failure to comply could result in further disciplinary action, u

7. Later on October 11, 2022, I was informed by members of my staff that Aldrich had forwarded the email chain — which included both my restructuring directive and Aldrich's own refusal to comply — to six of his subordinates within the Unscripted Programming Division. The recipients of this forwarded email chain included three show-runners and two division heads. In forwarding the email chain, Aldrich added the follo

8. On October 13, 2022, I conferred with Gregory Tanaka, Vice President of Legal & Compliance for AMA, regarding Aldrich's conduct. During this conversation, Mr. Tanaka informed me that AMA's IT security team had previously identified, through a routine data loss prevention ("DLP") audit, that Aldrich had been forwarding confidential AMA materials to his personal email account and to a third-party production company.

9. Based on the summary provided to me by Mr. Tanaka on October 13, 2022, I was informed that the DLP audit and the subsequent forensic review of Aldrich's AMA-issued laptop revealed the following: (a) Between approximately July 2021 and September 2022, Aldrich forwarded approximately 340 emails from his AMA corporate email account (galdrich@aureliusmedia.com) to his personal email account (galdrich.private@Northgate

11. At no time did AMA authorize Aldrich to transmit confidential or proprietary materials to his personal email account or to any third party outside of AMA. AMA's Acceptable Use and Confidentiality Policy (last revised March 2021) expressly prohibits employees from "transmitting, forwarding, or copying Company proprietary information, trade secrets, or confidential data to personal email accounts, personal cloud st

12. Based on the totality of the circumstances described herein — namely, Aldrich's insubordination in refusing a direct and lawful instruction from the President of AMA; his deliberate dissemination of the email chain to subordinates in a manner designed to undermine my authority and foment dissension within the organization; and, most critically, the DLP audit findings revealing serious and sustained confidentialit

13. I am aware that Aldrich has contended, in his Complaint and through counsel, that his transmission of materials to Halcyon Creek Productions LLC was undertaken in connection with a "potential co-production opportunity" on behalf of AMA. I state unequivocally that no such co-production opportunity was ever presented to me, discussed with me, or approved by me. No co-production proposal, term sheet, letter of inten

14. The unauthorized disclosure of AMA's proprietary show format bibles, pilot sizzle reels, and the "Summit Challenge" revenue model to a competitor has caused and continues to cause harm to AMA. The show format bibles for "Apex Endurance," "The Remix," and "Untamed West" represent significant investments by AMA in concept development. AMA's development costs for these three concepts were approximately $120,000 for

15. I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct. Executed this 18th day of January, 2023, in West Hollywood, California. ________________________________________ Jonathan Mercer GAVIN ALDRICH, | Case No. 22STCV41087 Plaintiff, | Assigned for All Purposes to Hon. Catherine Villanueva, Dept. 52 v. DECLARATION OF JONATHAN MERCER AURELIUS MEDIA AMERI