Contract analysis

I. Introduction and Purpose Calderwood & Harkness LLP ("Calderwood & Harkness" or the "Firm") was retained by the Board of Directors (the "Board") of Aurelius Global Media Group PLC ("AGMG" or the "Company") on May 2, 2023, to conduct an independent, privileged workplace investigation into allegations of sexual harassment, retaliation, and creating a hostile work environment against Marcus Hale ("Hale"), President of

II. Summary of Substantiated Findings The following is a brief recitation of the key findings substantiated during the investigation, provided to establish the factual context for the recommendations set forth in Sections III through X below. The Board is referred to the Final Report for the complete factual record, witness credibility assessments, and evidentiary analysis supporting each finding. A. Sexual Harassmen

III. Recommendation 1: Termination of Marcus Hale for Cause A. Basis for Termination Based on the totality of the substantiated findings, Calderwood & Harkness recommends that the Board authorize Aurelius Pacific Studios Inc. to terminate the employment of Marcus Hale for cause, effective immediately upon Board approval. The substantiated findings of sexual harassment against two female employees and retaliation agai

Section 9.2(b) of the Employment Agreement provides for termination of Hale's employment for "Cause," which is defined to include, among other enumerated grounds: (i) a material violation of the Company's policies, procedures, or codes of conduct, including but not limited to the AGMG Global Code of Conduct; (ii) conduct that constitutes harassment, discrimination, or retaliation as defined under applicable federal,

IV. Recommendation 2: Mandatory Enhanced Anti-Harassment Training for Senior Leaders A. Scope and Audience Calderwood & Harkness recommends that AGMG implement a mandatory enhanced anti-harassment and anti-retaliation training program for all senior leaders at Aurelius Pacific Studios Inc., commencing immediately following the Board's authorization of the remedial measures set forth in this memorandum. The initial ph

V. Recommendation 3: Revision of APS Employee Handbook (California Supplement) The investigation identified several areas in which the APS Employee Handbook (California Supplement, revised March 15, 2022) requires revision to ensure adequate specificity, legal compliance, and operational effectiveness. Calderwood & Harkness recommends the following revisions to Sections 5.3, 5.7, and 8.1 of the APS Handbook. A. Secti

VI. Recommendation 4: Revision of Hotline Escalation Procedures with Meridian Compliance Solutions LLC A. Identified Deficiency The initial complaint by Jenna Morales regarding Hale's conduct was filed on April 18, 2023 via the Ethics & Compliance Hotline operated by Meridian Compliance Solutions LLC ("Meridian"), located at 233 South Wacker Drive, Suite 4100, Chicago, IL 60606. The complaint was assigned Meridian ca

VII. Recommendation 5: Engagement of Independent Workplace Culture Assessment A. Rationale The substantiated findings of sexual harassment and retaliation against Hale, combined with the prior 2021 informal complaint by Serena Whitcomb that was inadequately documented and addressed, raise concerns about potential systemic cultural issues at Aurelius Pacific Studios Inc. that may extend beyond the conduct of a single

VIII. Recommendation 6: Remedial Measures for Affected Complainants Calderwood & Harkness recommends the following specific remedial measures for each of the three individuals who were the subjects of the substantiated misconduct, as well as certain general protections applicable to all three. A. Jenna Morales (Vice President of Development) Morales was the primary complainant in this investigation. Throughout the in

IX. Recommendation 7: Improvement of HR Documentation Practices A. Identified Deficiency As discussed in Section II.D above, the investigation revealed a critical failure in APS's HR documentation practices. Specifically, the verbal counseling issued to Marcus Hale by Victor Gallegos on August 2, 2021, following the informal complaint by former executive assistant Serena Whitcomb, was not documented in any written fo