Contract analysis

1. Introduction and Purpose of Engagement Calderwood & Harkness LLP ("C&H" or the "Firm"), a limited liability partnership organized under the laws of the State of New York, with principal offices at 780 Seventh Avenue, 34th Floor, New York, NY 10019 and 1999 Avenue of the Stars, Suite 2800, Los Angeles, CA 90067, writes to formally retain Linden Forensics Group Inc. ("Linden Forensics" or "Consultant") to perform fo

2. Engagement as Agent of Counsel — Privilege Framework Linden Forensics is being retained as a consulting expert and agent of counsel, acting at the direction and under the supervision of C&H, for the sole and express purpose of assisting C&H in the provision of legal services to AGMG in connection with the investigation described in Section 1 above. Linden Forensics is not being retained by AGMG or APS directly; ra

3. Scope of Services 3.1 Forensic Collection Linden Forensics shall perform forensic collection of electronically stored information ("ESI") from identified custodians at APS, as directed by C&H. The categories of ESI to be collected include, but are not limited to, the following: (a) Email: Messages, attachments, calendar items, and contacts maintained on the Strathmore Data Systems / Outlook email platform administ

4. Timeline Linden Forensics shall commence on-site forensic collection at the offices of Aurelius Pacific Studios Inc., located at 3200 West Alameda Avenue, Suite 400, Burbank, CA 91505, no later than May 10, 2023. C&H will coordinate with APS's Information Technology department to ensure that Linden Forensics personnel have the necessary physical access, network credentials, and administrative permissions to perfor

5. Estimated Fees and Expenses 5.1 Fee Estimate The total estimated fees for the services described in this Engagement Letter are One Hundred Eighty-Nine Thousand Four Hundred Dollars ($189,400). This estimate is provided in good faith and is based on the scope of services described herein, including forensic collection from nine (9) custodians across the data sources identified in Section 3.1, processing, de-duplica

6. Chain of Custody Requirements Linden Forensics shall maintain a detailed, contemporaneous chain of custody log for all data collected, processed, stored, transferred, or otherwise handled under this engagement. The chain of custody log is a critical component of the defensibility of the forensic collection process and shall be maintained with the degree of care and precision consistent with best practices in the d

7. Confidentiality and Non-Disclosure Linden Forensics acknowledges that all information received or generated in connection with this engagement is strictly confidential and privileged, and that the unauthorized disclosure of such information could cause irreparable harm to AGMG, APS, C&H, and the individuals involved in the investigation. Linden Forensics shall not disclose any information about the existence or na

8. Data Security Linden Forensics shall implement and maintain industry-standard information security measures to protect all data collected, processed, stored, and transmitted in connection with this engagement. Given the sensitive and privileged nature of the data involved, Linden Forensics shall treat all engagement data as highly confidential and shall apply security controls commensurate with the sensitivity of

9. Data Retention and Return/Destruction Upon the completion of all services under this engagement and receipt of final written instruction from C&H, Linden Forensics shall, at C&H's sole direction, either: (a) return all collected data, forensic images, processed data, work product, reports, certifications, chain of custody logs, and all other engagement materials to C&H in a format and by a method specified by C&H;

10. Personnel Linden Forensics shall assign qualified forensic analysts, project managers, and such other personnel as are necessary to perform the services described in this Engagement Letter in a timely, professional, and competent manner. All personnel assigned to this engagement shall possess the training, experience, and professional certifications appropriate to their assigned roles. Linden Forensics shall noti

11. Conflicts of Interest Linden Forensics represents and warrants that, as of the date of this Engagement Letter, it has no current conflict of interest, engagement, business relationship, or other circumstance that would prevent it from performing the services described herein on behalf of C&H and its client AGMG, or that would compromise or appear to compromise the independence, objectivity, or integrity of Linden

12. Independent Contractor Status Linden Forensics is engaged as an independent contractor and not as an employee, partner, joint venturer, or general agent of C&H or AGMG. Nothing in this Engagement Letter shall be construed to create an employment relationship, a partnership, a joint venture, or any other relationship between the parties other than that of an independent contractor engaged to provide professional s

13. Limitation of Liability and Indemnification The aggregate liability of either party to the other party arising out of or in connection with this Engagement Letter, whether based in contract, tort, negligence, strict liability, or any other theory, shall not exceed the total fees actually paid by C&H to Linden Forensics under this Engagement Letter, except that this limitation shall not apply to: (a) Linden Forens

14. Insurance Linden Forensics shall maintain, at its own expense, throughout the term of this engagement and for a period of two (2) years following its completion or termination, the following insurance coverages in commercially reasonable amounts: (a) Professional Liability (Errors and Omissions) Insurance, with per-occurrence and aggregate limits sufficient to cover the services provided under this Engagement Let

15. Term and Termination This engagement shall commence on the date of this Engagement Letter (May 8, 2023) and shall continue until the services described herein have been completed and all deliverables have been provided to C&H, or until the engagement is earlier terminated by either party as provided herein. Either party may terminate this engagement upon fifteen (15) days' prior written notice to the other party,

16. Governing Law This Engagement Letter shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles. Any dispute, claim, or controversy arising out of or relating to this Engagement Letter or the services provided hereunder shall be resolved exclusively in the state or federal courts located in Los Angeles County, California, and each p

17. Entire Agreement and Amendments This Engagement Letter, together with the Collection Protocol when delivered, constitutes the entire agreement between C&H and Linden Forensics with respect to the engagement described herein and supersedes all prior and contemporaneous agreements, understandings, representations, and communications, whether oral or written, relating to the subject matter hereof. No amendment, modi

18. Counterparts and Electronic Signatures This Engagement Letter may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart by email (including PDF), electronic signature platform (such as DocuSign or Ashford Health IT), or facsimile shall be effective as delivery of an original exe