Contract analysis

From: Bernard Crawford <bcrawford@calderwoodharkness.com> To: Fiona Blackwood <fiona.blackwood@aureliusmedia.com> Cc: Renata Vasquez <rvasquez@calderwoodharkness.com> Date: Tue, 02 May 2023 05:47:00 -0000 Subject: Engagement Confirmation — Independent Workplace Investigation [C&H Matter No. 1017-00005]

**PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION**

I am writing to confirm that the engagement letter dated May 2, 2023 between Calderwood & Harkness LLP and Aurelius Global Media Group PLC has been fully executed. We have received the countersigned copy bearing your signature on behalf of the Board of Directors of AGMG. Thank you for the efficient turnaround.

As set forth in the engagement letter, Calderwood & Harkness has been retained to conduct an independent, privileged workplace investigation into allegations of sexual harassment, retaliation, and hostile work environment against Marcus Hale, President of Aurelius Pacific Studios Inc. This engagement has been authorized jointly by the People & Culture Committee (chaired by Dame Cordelia Ashworth) and the Audit & Risk

The following team has been assigned to this matter:

- **Bernard Crawford** — Responsible Partner. I will provide overall strategic direction for the investigation and will personally lead key witness interviews. (Rate: $1,350/hr) - **Renata Vasquez** — Billing Partner. Renata will assist on strategic and procedural matters throughout the engagement. (Rate: $1,275/hr) - **Devon Archer** — Lead Associate. Devon will serve as the day-to-day investigation lead, managing w

As the document review phase progresses, we anticipate bringing on contract review attorneys ($480/hr) and paralegals ($415/hr) as needed, at the rates specified in the engagement letter.

For day-to-day matters, your primary point of contact will be Devon Archer. I remain available at all times for escalation and all privileged communications.

I would like to outline the following action items so that we can move forward promptly:

**(a) Litigation Hold / Document Preservation Notice**

We have prepared a draft litigation hold and document preservation notice for issuance by Aurelius Pacific Studios Inc. The draft is attached to this email for your review. I ask that you coordinate with Victor Gallegos, VP of Human Resources at APS (Burbank), to issue the hold to all relevant custodians as soon as practicable — ideally no later than the end of this week. The hold covers all documents, electronic com

I would like to schedule an initial scoping call early next week with you, Victor Gallegos (VP HR, APS), and Patricia Sung (Chief People Officer, AGMG). The purpose of this call will be to:

- Define the scope and parameters of the investigation; - Identify initial custodians and document sources; - Gather background on the underlying complaints, including the Meridian Compliance Solutions hotline complaint (case reference MCS-1014-00001, filed April 18, 2023); - Obtain copies of relevant company policies, including the AGMG Global Code of Conduct v4.2 and the APS Employee Handbook CA Supplement; - Coord

Could you please confirm your availability for early next week and provide contact information for Mr. Gallegos and Ms. Sung if not already shared with our team?

We intend to retain a digital forensics firm to conduct forensic collection and processing of electronic communications from identified custodians. We have worked extensively with Linden Forensics Group Inc., based in San Francisco, on similar matters and anticipate engaging them for this purpose. Please let us know if there are any conflict concerns or preferences on the client side. We anticipate the forensics enga

We understand that Pendleton & Warwick LLP serves as AGMG's regular UK corporate counsel. Given that AGMG is incorporated in England and Wales and listed on the London Stock Exchange (AIM market), we recommend early coordination with Pendleton & Warwick on cross-border privilege protocols. The investigation may implicate UK corporate governance and disclosure obligations, and it is prudent to address those issues at

**(e) Administrative Leave for Marcus Hale**

We recommend that the Board consider placing Marcus Hale on paid administrative leave pending the investigation. In connection with any such leave, we would further recommend immediate suspension of Mr. Hale's access to company email, Meridian Solutions, and all internal systems. These measures are important to preserve the integrity of the investigation and to prevent potential interference with witnesses or evidenc

We will prepare notice letters to AGMG's Employment Practices Liability Insurance carrier, Northbridge Mutual Insurance Co. (Policy No. NM-EPLI-2023-00417), and Directors & Officers carrier, Castlemaine Underwriters Ltd. (Policy No. CU-DO-2023-11283), to ensure timely notification of the potential claims. I note that the EPLI policy carries a self-insured retention of $500,000. Could you please confirm the current co

**Demand Letter from Nakamura Reeves LLP**

We are aware that Sandra Reeves of Nakamura Reeves LLP sent a demand letter dated April 20, 2023 on behalf of Jenna Morales, the primary complainant, to Aurelius Pacific Studios Inc. We will respond to Nakamura Reeves to acknowledge receipt of the demand letter and to inform them that an independent investigation has been initiated. If a copy of the demand letter has not yet been provided to our team, I would ask tha

I wish to confirm that Calderwood & Harkness's reporting line for this matter runs to the People & Culture Committee and the Audit & Risk Committee through you in your capacity as Board liaison and General Counsel. All substantive findings and recommendations will be communicated to the Board committees through you. We will provide periodic status updates at intervals to be agreed upon during our initial scoping call

Fiona, we appreciate the confidence the Board has placed in Calderwood & Harkness in retaining us for this sensitive matter. We are committed to conducting a thorough, fair, and prompt investigation, and we will move with appropriate urgency in the coming days. Please do not hesitate to call me directly with any immediate questions.

I look forward to speaking with you soon.

**Bernard Crawford** Partner | Labor & Employment Calderwood & Harkness LLP 1999 Avenue of the Stars, Suite 2800 Los Angeles, CA 90067 Direct: (310) 555-4180 Mobile: (310) 555-7293 bcrawford@calderwoodharkness.com

**Attachments:** 1. Fully Executed Engagement Letter (dated May 2, 2023) 2. Draft Litigation Hold / Document Preservation Notice (for issuance by APS)

*CONFIDENTIALITY NOTICE: This email and any attachments are protected by the attorney-client privilege and/or the work product doctrine and are intended solely for the use of the individual(s) to whom they are addressed. This communication contains confidential information relating to legal representation. If you are not the intended recipient, or have received this email in error, please notify the sender immediatel