Contract analysis

I. PURPOSE OF MEMORANDUM This memorandum documents the receipt, on June 5, 2023, of a fourteen (14)-page written position statement submitted on behalf of Marcus Hale, President of Aurelius Pacific Studios Inc. ("APS"), by his personal counsel, Graham Thornfield, Founding Partner of Thornfield & Associates LLP, located at 10250 Constellation Boulevard, Suite 1950, Los Angeles, California 90067. The position statement

II. BACKGROUND AND CONTEXT Calderwood & Harkness LLP was formally retained on May 2, 2023 to conduct an independent investigation into allegations of sexual harassment, retaliation, and hostile work environment directed at Marcus Hale in his capacity as President of Aurelius Pacific Studios Inc. The engagement was authorized jointly by the People & Culture Committee and the Audit & Risk Committee of the Board of Dire

1. Jenna Morales, Vice President of Development at APS, is the primary complainant. Morales filed a complaint through the Company's confidential ethics hotline on April 18, 2023, which was assigned reference number MCS-1014-00001. Morales's complaint alleges multiple incidents of unwanted sexual advances, sexually suggestive communications, inappropriate physical contact, and sexually charged commentary by Hale direc

2. Claire Ngo, Senior Director of Talent Relations at APS, filed a corroborating complaint on April 24, 2023, alleging that Hale made sexually suggestive comments about her attire and personal life during a company off-site retreat in February 2023, and that she was subsequently excluded from key strategy meetings in a manner she believes was retaliatory.

3. Darren Whitfield, Senior Vice President of Physical Production at APS, raised retaliation concerns on April 26, 2023, alleging that he was stripped of oversight of two major studio productions—Project Meridian and Project Halcyon—after raising concerns about Hale's treatment of female employees at a leadership team meeting in January 2023. Following the receipt and initial assessment of these complaints, Marcus Ha

III. DESCRIPTION OF THE SUBMISSION The submission received from Thornfield & Associates LLP on June 5, 2023 consists of two components:

1. Cover Letter. A one (1)-page letter on Thornfield & Associates LLP letterhead, dated June 5, 2023, signed by Graham Thornfield, and addressed to Bernard Crawford at Calderwood & Harkness LLP. The cover letter states that the enclosed written position statement is submitted on behalf of Mr. Hale "under reservation of all of Mr. Hale's rights, claims, and defenses, and without waiver of any privilege, protection, or

2. Written Position Statement. A fourteen (14)-page document on Thornfield & Associates LLP letterhead, dated June 5, 2023, and likewise addressed to Bernard Crawford at Calderwood & Harkness LLP. The statement is organized into sections addressing each complainant's allegations individually, followed by sections addressing Hale's general management record and certain legal arguments. The statement is drafted in the

IV. SUMMARY OF KEY ASSERTIONS IN THE POSITION STATEMENT The following is a summary of the principal factual assertions and legal arguments set forth in Marcus Hale's written position statement. This summary is intended to capture the substance of the statement for the investigation team's use in preparing for Hale's in-person interview and in conducting the ongoing credibility analysis. The summary is organized to tr

V. OBSERVATIONS AND NEXT STEPS The written position statement submitted by Hale through counsel will be considered alongside all other evidence gathered in the investigation, including but not limited to witness interviews conducted to date, electronic communications and text messages recovered through the forensic collection process, HR records and personnel files, and any additional evidence obtained through the re

1. Text Messages to Morales (November–December 2022). Hale's characterization of the text messages sent to Morales on November 14, November 29, and December 8, 2022 as "professional" and "at most casually friendly" should be tested against the actual content of the messages, which have been recovered by Linden Forensics Group Inc. through the forensic imaging of Hale's Company-issued mobile device. The recovered mess

2. Timeline and Rationale for Reassignment of Projects (February 6, 2023). The position statement asserts that Hale had been considering the reassignment of Project Meridian and Project Halcyon prior to the January 23, 2023 leadership meeting at which Whitfield raised workplace culture concerns. The investigation team should probe this assertion by establishing a precise timeline for when the reassignment was first d

3. Prior Informal Complaint by Serena Whitcomb (July 2021). The position statement does not acknowledge or address the prior informal complaint made by former executive assistant Serena Whitcomb in July 2021, or the verbal counseling issued to Hale by then-Chief People Officer Victor Gallegos on August 2, 2021. During the interview, Hale should be asked directly whether he is aware of the Whitcomb complaint and the G

4. Performance Concerns Regarding Morales. Hale's assertion that Morales's performance had been under scrutiny and that she had received negative performance feedback prior to filing her complaint should be tested against the documentary record. To date, the investigation team has not identified any documented performance concerns, negative performance evaluations, performance improvement plans, or formal feedback me

5. Exclusion of Ngo from Strategy Meetings (March–April 2023). Hale's assertion that Ngo's exclusion from strategy meetings was driven by a restructuring of the talent-relations function should be tested against the organizational records and the accounts of other witnesses. The investigation team should determine whether any formal restructuring was documented during this period, and whether other members of the tal

VI. DOCUMENT FILING NOTATION PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGE / ATTORNEY WORK PRODUCT Calderwood & Harkness LLP 1999 Avenue of the Stars, Suite 2800 Los Angeles, California 90067 Field | Detail Exhibit Number | H-1 Description | Written Position Statement of Marcus Hale, submitted by Graham Thornfield, Thornfield & Associates LLP Date of Receipt | June 5, 2023 Format | PDF (email attachment) an