1017-00003 · Aurelius Global Media Group · Engagement & Administrative

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CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED

CALDERWOOD & HARKNESS LLP Attorneys at Law

1999 Avenue of the Stars, Suite 3100 Los Angeles, California 90067 Telephone: (310) 284-6000 Facsimile: (310) 284-6001 www.calderwoodharkness.com

New York Office: 600 Lexington Avenue New York, New York 10022

February 12, 2026

Fiona Hartwell, Esq. General Counsel Aurelius Global Media Group PLC 45 Clarewood Place London W1K 6TH United Kingdom

Copy to: Aurelius Media Americas, Inc. 1900 Avenue of the Stars, Suite 2200 Los Angeles, California 90067

Attention: General Counsel's Office

Re: Engagement of Calderwood & Harkness LLP — Pre-Suit Copyright Infringement Assessment and Demand Matter: Aurelius Global Media Group PLC v. StreamNow Holdings, Inc. Matter No. 1017-00003

Dear Ms. Hartwell:

1. Introduction and Purpose

Thank you for meeting with me on January 15, 2026 to discuss the concerns of Aurelius Global Media Group PLC and its subsidiary regarding the unauthorized exploitation of its audiovisual content by StreamNow Holdings, Inc. and related parties. That initial consultation, together with the background materials your office shared with us in advance, provided a thorough foundation for our assessment of the matter and the enforcement options available to your company.

We understand that your organization first contacted our firm on January 8, 2026, following a recommendation from Bexley Marsh Solicitors LLP, your UK intellectual property counsel at 14 Bedford Row, London WC1R 4ED, with whom we have had the privilege of collaborating on a number of cross-border entertainment and media matters in recent years. We are grateful for the confidence that both you and the Bexley Marsh team have placed in our firm.

Calderwood & Harkness LLP is pleased to confirm its engagement to represent Aurelius Global Media Group PLC (Companies House Reg. No. 08724561), a public limited company incorporated in England and Wales, and its wholly-owned Delaware subsidiary, Aurelius Media Americas, Inc. (collectively, the "Client"), in connection with the matter described in this letter. This engagement letter (the "Engagement Letter" or "Letter") sets forth the terms and conditions of the firm's representation, including the scope of the engagement, the fees and billing arrangements, and the respective obligations of Calderwood & Harkness LLP (the "Firm," "we," "us," or "our") and Client. We ask that you review this Letter carefully and contact us with any questions before countersigning.

2. Scope of Representation

2.1 Description of the Matter

The Firm is engaged to conduct a pre-suit copyright infringement assessment and to pursue enforcement action on behalf of Client against StreamNow Holdings, Inc. ("StreamNow"), a Delaware corporation (Delaware Division of Corporations File No. 7291843), with its principal place of business at 3400 Wilshire Boulevard, Suite 1800, Los Angeles, California 90010.

Client alleges that StreamNow has, without authorization and without a valid license from Client or any authorized distributor, reproduced, distributed, and publicly performed at least two hundred seventeen (217) audiovisual works owned by Client. These works comprise one hundred forty-two (142) feature films and seventy-five (75) television series totaling one thousand thirty-eight (1,038) individual episodes. The infringing exploitation is alleged to have occurred through StreamNow's streaming aggregation platform and through sublicensed channels operated by third-party distributors acting under agreements with StreamNow or its intermediaries.

The infringement period runs approximately twenty-two (22) months, from approximately April 1, 2024, through January 31, 2026. Based on the preliminary information provided by Client, the estimated revenue attributable to the infringing content during this period is approximately $38.6 million, a figure that will be subject to further verification through discovery and expert analysis.

In addition to StreamNow, the following related parties may be subjects of claims, investigation, or enforcement activity in connection with this matter:

(a) Meridian Digital Distributors, LLC, a California limited liability company (California Secretary of State File No. 202115729430), which is believed to have acted as an unauthorized intermediary distributor of Client's content to StreamNow;

(b) Franklin Ogilvie, individually, the principal and managing member of Meridian Digital Distributors, LLC, who is believed to have orchestrated or directed the unauthorized distribution of Client's content;

(c) Brindoval Channel Networks, Inc., a sublicensee operating a FAST (Free Ad-Supported Television) channel that has publicly performed Client's content without authorization;

(d) BrightLoop Media, LLC, a sublicensee operating a FAST channel that has publicly performed Client's content without authorization;

(e) Velvet Stream Partners, LP, a sublicensee operating a FAST channel that has publicly performed Client's content without authorization; and

(f) Pacific Lantern Digital Pty Ltd, a sublicensee operating a FAST channel that has publicly performed Client's content without authorization.

The foregoing parties are collectively referred to herein as the "Adverse Parties," and the matter described in this Section 2.1 is referred to as the "Matter."

2.2 Pre-Suit Phase Services

During the pre-suit phase of the engagement, the Firm will provide the following legal services in connection with the Matter:

(a) Copyright Ownership and Chain-of-Title Analysis. The Firm will conduct a comprehensive analysis of Client's copyright ownership, registration status, and chain of title for all 217 audiovisual works at issue. This analysis will include a review of production agreements, acquisition agreements, assignment instruments, distribution agreements, and any other documentation relevant to establishing Client's rights in and to the works. The Firm will coordinate with Client's business affairs and legal departments to obtain and review all relevant title documentation.

(b) Copyright Registration Verification. The Firm will retain and coordinate with Lexington IP Services, Inc. to conduct U.S. Copyright Office registration verification and chain-of-title searches for all works at issue. Where registrations are incomplete or require supplemental filings, the Firm will advise Client and, where appropriate, assist in curing any deficiencies prior to commencing enforcement action.

(c) Digital Forensic Analysis. The Firm will retain and coordinate with CipherTrace Analytics, LLC to conduct digital forensic analysis in support of the Matter. This analysis will include content fingerprinting, metadata extraction, viewership and traffic analysis, and revenue attribution. The purpose of this work is to establish the nature and extent of the unauthorized exploitation of Client's content, identify the technical mechanisms by which the infringement occurred, and quantify the revenues and audience exposure attributable to the infringing activity.

(d) Preliminary Damages Modeling. The Firm will retain and coordinate with Hargrove Economic Consulting Group, LLC to develop a preliminary damages model for use in pre-suit demand negotiations and, if necessary, in subsequent litigation. The model will address actual damages, the infringer's profits, and statutory damages alternatives, and will incorporate data and findings from the CipherTrace forensic analysis.

(e) Legal Claims Analysis. The Firm will conduct a thorough analysis of all potential claims arising from the facts of this Matter, including but not limited to:

(i) Federal copyright infringement under 17 U.S.C. §§ 106 and 501, including claims for unauthorized reproduction, distribution, and public performance of Client's copyrighted audiovisual works;

(ii) Analysis of the Digital Millennium Copyright Act ("DMCA") safe harbor provisions under 17 U.S.C. § 512, including an assessment of whether StreamNow or any Adverse Party may assert safe harbor protection and the factual and legal bases for challenging any such assertion;

(iii) Analysis of willfulness under 17 U.S.C. § 504(c)(2) to support enhanced statutory damages, based on the evidence available regarding the Adverse Parties' knowledge of and intent in exploiting Client's content without authorization;

(iv) Supplemental state law claims under the California Unfair Competition Law, Cal. Bus. & Prof. Code § 17200 et seq., based on the unlawful, unfair, and fraudulent business practices of the Adverse Parties in connection with the unauthorized exploitation of Client's content;

(v) Tortious interference with contractual relations and prospective economic advantage, to the extent the Adverse Parties' conduct has disrupted or impaired Client's existing or prospective licensing relationships; and

(vi) Direct, contributory, and vicarious liability claims against Franklin Ogilvie and Meridian Digital Distributors, LLC, based on their alleged roles in orchestrating and facilitating the unauthorized distribution of Client's content.

(f) Jurisdictional and Venue Analysis. The Firm will conduct a jurisdictional and venue analysis to confirm the propriety of filing any enforcement action in the United States District Court for the Central District of California, Los Angeles Division, including an assessment of personal jurisdiction over each of the Adverse Parties and the availability of supplemental jurisdiction over state law claims.

(g) Statute of Limitations Analysis. The Firm will analyze the applicable statute of limitations under 17 U.S.C. § 507(b) and any relevant state law limitations periods, and will advise Client regarding the timeliness of each potential claim and any considerations bearing on the timing of the commencement of enforcement action.

(h) Cease-and-Desist and Demand Correspondence. The Firm will prepare, review with Client, and serve the following pre-suit demand communications:

(i) A formal cease-and-desist and pre-suit demand letter to StreamNow Holdings, Inc., setting forth Client's claims, the factual and legal bases therefor, the scope of the alleged infringement, a summary of the damages analysis, and a demand for cessation of all infringing activity, payment of damages, and other appropriate relief;

(ii) A demand letter to Meridian Digital Distributors, LLC, addressing that entity's role in the unauthorized distribution of Client's content and demanding cessation of all unauthorized activity and cooperation in identifying the full scope of the distribution chain; and

(iii) Takedown demand letters to each of the four FAST channel sublicensees (Brindoval Channel Networks, Inc.; BrightLoop Media, LLC; Velvet Stream Partners, LP; and Pacific Lantern Digital Pty Ltd), demanding immediate removal of all Client content from their respective platforms and channels and preservation of all records relating to the exploitation thereof.

(i) Client Counseling and Strategy. The Firm will provide ongoing counseling and strategic recommendations to Client throughout the pre-suit phase, including advice regarding settlement authority, negotiation parameters, the relative merits and risks of various enforcement strategies, and the potential impact of enforcement action on Client's business relationships and public posture.

(j) Initial Settlement Negotiations. The Firm will conduct initial settlement negotiations with StreamNow and, as appropriate, with other Adverse Parties, following the issuance of the demand correspondence. The demand letters will include a thirty (30) day response window, during which the Firm will engage in settlement discussions on Client's behalf, subject to Client's instructions and authority.

2.3 Litigation Phase Services (Contingent)

In the event that settlement negotiations during the pre-suit phase are unsuccessful, the Firm is prepared to proceed with the preparation and filing of a complaint in the United States District Court for the Central District of California, Los Angeles Division, on behalf of Client. The current target for commencement of litigation, if necessary, is June 2026.

In addition to the filing of the complaint, litigation phase services would include, as circumstances warrant, the preparation and filing of applications for emergency relief, including motions for a temporary restraining order and/or preliminary injunction to prevent ongoing and irreparable harm to Client resulting from the continued unauthorized exploitation of its content.

The litigation phase of this engagement, should it become necessary, will be subject to a separate budget estimate and supplemental engagement terms to be agreed upon by the Firm and Client. However, for the avoidance of doubt, the fee arrangement set forth in this Engagement Letter, including the success fee described in Section 4.2 below, applies to the entirety of the Matter, encompassing both the pre-suit and litigation phases.

2.4 Limitations on Scope

The scope of the Firm's representation under this Engagement Letter is limited to United States copyright enforcement and related U.S. federal and state claims as described in this Section 2. The following matters are expressly excluded from the scope of this engagement:

(a) Any proceedings, enforcement actions, or regulatory matters arising under the laws of the United Kingdom, the European Union, or any other non-U.S. jurisdiction in connection with the subject matter of this Matter remain the responsibility of Bexley Marsh Solicitors LLP or such other counsel as Client may designate.

(b) The Firm does not represent Client in connection with any UK or international regulatory filings, London Stock Exchange disclosure obligations (including any obligations arising under Client's listing on AIM under the ticker symbol AGLM), or any American Depositary Receipt ("ADR")-related matters.

(c) The Firm does not provide tax advice. Client acknowledges that the resolution of this Matter, including any settlement or judgment, may have tax implications for Client and its affiliates, and Client should consult its own tax advisors regarding such matters.

3. Engagement Team

The following attorneys will serve as the primary members of the engagement team for this Matter:

3.1 Responsible Partner

Marcus Delgado, Partner, intellectual Property Group, Los Angeles office. Mr. Delgado will serve as the primary relationship partner and will have overall strategic direction and supervisory responsibility for the engagement. He will serve as lead signatory on all demand correspondence and will be the principal point of contact for Client on all strategic and legal matters arising in connection with the engagement.

3.2 Billing Partner

Catherine Bloom, Partner, intellectual Property Group, Los Angeles office. Ms. Bloom will serve as the billing partner and will be responsible for the financial management of the engagement, including budgeting, invoicing, and insurance correspondence. She will coordinate with Client's finance department and insurance brokers as necessary.

3.3 Lead Associate

Wendy Schultz, Senior Associate, intellectual Property Group, Los Angeles office. Ms. Schultz will be responsible for the day-to-day management of the engagement, including legal research and analysis, the preparation of memoranda, the drafting of motions and correspondence, and the coordination of expert activities. Ms. Schultz will report to Mr. Delgado and Ms. Bloom, and Client should feel free to direct day-to-day inquiries and communications to Ms. Schultz in the first instance.

3.4 Working Associate

Omar Siddiqui, Associate, intellectual Property Group, Los Angeles office. Mr. Siddiqui will be responsible for factual investigation and research, copyright registration analysis, background research on the Adverse Parties, and other tasks as assigned by the engagement team.

3.5 Additional Personnel

The Firm may assign additional attorneys, paralegals, and support staff to the engagement as needed to ensure the timely and efficient delivery of legal services. The Firm will provide prior notice to Client of any additional timekeepers assigned to the Matter, and the applicable billing rates for all additional timekeepers will be communicated to Client in advance.

4. Fees and Billing

4.1 Hourly Rates

Fees for legal services rendered in connection with this engagement will be calculated on the basis of the time spent by each timekeeper at such timekeeper's applicable hourly rate. The current hourly rates for the members of the engagement team are as follows:

A complete schedule of hourly rates for all timekeepers who may be assigned to the Matter is set forth in Exhibit A attached hereto.

The Firm's standard hourly rates are subject to annual adjustment, typically effective on January 1 of each calendar year. Any rate increases will be communicated to Client in writing at least thirty (30) days prior to the effective date. The rates set forth above and in Exhibit A are effective through December 31, 2026.

4.2 Success Fee

In addition to the hourly fees described in Section 4.1, Client agrees to pay the Firm a success fee (the "Success Fee") equal to five percent (5%) of any settlement, judgment, or other recovery obtained in connection with this Matter in excess of Twenty Million Dollars ($20,000,000). The Success Fee shall be subject to a maximum cap of Two Million Dollars ($2,000,000).

The Success Fee shall be deemed earned upon the earlier of: (a) the execution of a binding settlement agreement between Client and one or more of the Adverse Parties resolving the Matter, or (b) the entry of a final, non-appealable judgment in Client's favor. The Success Fee shall be payable within thirty (30) days of the date on which it is earned.

For purposes of calculating the Success Fee, "recovery" shall include all monetary payments received by or on behalf of Client (whether by lump sum, installment, royalty, or otherwise) in connection with the Matter, but shall exclude the value of injunctive relief, non-monetary terms of settlement (such as content removal, licensing arrangements, or cooperation provisions), or any amounts recovered under Client's insurance policy.

4.3 Pre-Suit Phase Budget Estimate

Based on the information currently available and the scope of services described in Section 2.2, the Firm estimates that total fees and firm costs for the pre-suit phase of the engagement (through service of demand correspondence and initial settlement negotiations) will be approximately Four Hundred Eighty-Five Thousand Dollars ($485,000). A detailed breakdown of this estimate by task category is set forth in Exhibit B attached hereto.

This estimate is provided for planning and budgeting purposes only and does not constitute a fee cap, fixed fee, or guarantee. Actual fees and costs may be higher or lower than the estimate depending on the complexity and course of the Matter, including the volume and condition of title documentation, the scope and complexity of the forensic analysis, the number and nature of claims pursued, and the conduct of the Adverse Parties during pre-suit negotiations.

The estimate set forth in this Section 4.3 does not include third-party expert costs, which are addressed separately in Section 6 below. The Firm will provide Client with monthly budget-to-actual reports comparing estimated and actual fees and costs, and will notify Client promptly in the event that the estimate is likely to be exceeded by more than ten percent (10%).

4.4 Billing Procedures

Invoices for fees and disbursements will be rendered on a monthly basis, typically within fifteen (15) days following the end of each calendar month. Payment is due within thirty (30) days of the invoice date. All invoices will include detailed time entries identifying the timekeeper, the date of service, a description of the services rendered, and the time expended, together with an itemization of all disbursements and out-of-pocket expenses incurred during the billing period.

All amounts invoiced under this Engagement Letter are denominated in United States Dollars. Client agrees to make payment in U.S. Dollars by wire transfer or check to the account designated by the Firm on each invoice.

In the event that any invoice is not paid within sixty (60) days of the invoice date, the Firm reserves the right to suspend work on the Matter until the outstanding balance is resolved, after providing Client with written notice and a reasonable opportunity to cure.

5. Retainer

Upon execution of this Engagement Letter, Client shall pay to the Firm an advance retainer in the amount of One Hundred Fifty Thousand Dollars ($150,000) (the "Retainer"). The Retainer is due and payable upon Client's countersignature of this Letter and shall be received by the Firm no later than ten (10) business days following the date of execution. For the Firm's records, receipt of the Retainer is anticipated on or about February 14, 2026.

The Retainer will be deposited into the Firm's client trust account (IOLTA) maintained in accordance with the California Rules of Professional Conduct and will be applied against invoiced fees and costs as they are incurred. The Firm will provide Client with a trust account statement reflecting the balance and application of the Retainer with each monthly invoice.

The Retainer is not a cap on fees or a maximum amount that may be billed. Once the Retainer has been fully applied, Client will be billed on a current basis in accordance with the billing procedures set forth in Section 4.4 above.

Upon termination or conclusion of the engagement, any unused portion of the Retainer will be promptly refunded to Client, after application to any outstanding and unpaid invoices or costs.

6. Expenses and Disbursements

Client is responsible for all reasonable out-of-pocket expenses and disbursements incurred by the Firm in connection with this engagement. Such expenses include, but are not limited to:

(a) Filing fees and court costs;

(b) Service of process charges;

(c) Travel expenses (airfare, lodging, ground transportation, and meals) incurred in connection with the Matter, including travel for depositions, court appearances, client meetings, and expert consultations;

(d) Courier and delivery charges;

(e) Electronic legal research charges (e.g., Westmark Data Systems, Sundial Solutions);

(f) Copying, printing, and scanning charges at the Firm's standard rates; and

(g) Other reasonable out-of-pocket costs directly attributable to the Matter.

In addition, Client is responsible for all third-party expert costs incurred in connection with this engagement. Such costs will be billed through to Client at cost, without markup. The anticipated third-party experts and their estimated costs are as follows:

A summary of expert costs is also set forth in Exhibit C attached hereto.

Expert engagement letters will be executed by the Firm on behalf of Client, with Client's prior written authorization, as described in Section 9 below. The Firm will use reasonable efforts to ensure that expert costs are managed efficiently and will notify Client of any material deviation from the estimates set forth above.

7. Client Contact and Communications

The primary client contact for purposes of this engagement is Fiona Hartwell, General Counsel, Aurelius Global Media Group PLC. All privileged communications, legal advice, strategic recommendations, and substantive correspondence regarding the Matter will be directed to Ms. Hartwell unless otherwise agreed in writing.

In addition to Ms. Hartwell, Client has designated the following individuals as authorized contacts for purposes of providing factual information, coordinating document production, and responding to the Firm's requests for business records and content-related data:

(a) Raj Anantharam, Senior Vice President, Content Licensing & Distribution, Aurelius Global Media Group PLC; and

(b) Lena Kowalski, Head of Digital Rights Enforcement, Aurelius Media Americas, Inc.

Ms. Kowalski and Mr. Anantharam may communicate directly with members of the engagement team regarding factual matters and document production. However, all legal advice and strategic communications will be directed exclusively to Ms. Hartwell, consistent with the requirements of attorney-client privilege.

The Firm may communicate with Bexley Marsh Solicitors LLP, Client's UK intellectual property counsel, to the extent necessary to coordinate cross-border aspects of the Matter, including the exchange of factual information, title documentation, and enforcement strategy. Client hereby consents to such communications, provided that all such communications shall be conducted in a manner consistent with applicable professional responsibilities and the preservation of attorney-client privilege.

8. Conflict of Interest

8.1 Conflict Check Completed

In accordance with the California Rules of Professional Conduct and the Firm's internal policies, Calderwood & Harkness has conducted a comprehensive conflicts check covering all known parties, entities, and individuals associated with this Matter. The conflicts check included the following parties:

(a) StreamNow Holdings, Inc. and its officers and directors, including Derek Calloway (Chief Executive Officer), Priya Menon (Chief Content Officer), Tobias Rennert (Chief Financial Officer), Sandra Yee (General Counsel), and Howard Cheng (Vice President, Business Development);

(b) Pinnacle Ventures Fund III, LP, and Pinnacle Ventures Management III, LLC, the principal institutional investor in StreamNow;

(d) Grantham Roth & Pearce LLP, outside counsel to StreamNow, including its lead partner Victoria Langford and associate Brian Matsuda;

(e) Brindoval Channel Networks, Inc.;

(f) BrightLoop Media, LLC;

(g) Velvet Stream Partners, LP; and

(h) Pacific Lantern Digital Pty Ltd.

Based on the results of the conflicts check, the Firm has confirmed that no conflicts of interest have been identified that would preclude the Firm from representing Client in this Matter.

8.2 Future Conflicts / Advance Waiver

Client acknowledges and agrees that Calderwood & Harkness is a large, multi-office law firm that represents many clients in a range matters. It is possible that, during the course of this engagement, the Firm may be asked to represent other clients in matters that are unrelated to this engagement but that may involve parties or interests adverse to Client or its affiliates.

Client hereby consents to the Firm's representation of other clients in matters that are not substantially related to this Matter, provided that: (a) the Firm does not use any confidential information obtained from Client in connection with this engagement in any such unrelated representation; (b) the Firm complies with all applicable ethical rules, including the California Rules of Professional Conduct; and (c) the unrelated matter does not involve a direct challenge to the specific rights or interests of Client that are the subject of this engagement.

This advance waiver is intended to be interpreted and applied in a manner consistent with Rule 1.7 of the California Rules of Professional Conduct and applicable case law. If a situation arises in which the Firm believes that a conflict or potential conflict may exist, the Firm will promptly notify Client and seek appropriate guidance.

9. Authorization to Retain Experts and Third-Party Vendors

Client hereby authorizes Calderwood & Harkness to retain, on Client's behalf and at Client's expense, the following experts and third-party vendors in connection with this Matter:

(a) CipherTrace Analytics, LLC

Address: 2700 Sand Hill Road, Suite 130, Menlo Park, California 94025

Engagement Lead: Dr. Nathan Frey, Director, Digital Media Forensics Scope of Services: Digital forensic analysis, content fingerprinting, metadata extraction, viewership and traffic analysis, and revenue attribution in connection with the unauthorized exploitation of Client's audiovisual content through the StreamNow platform and related distribution channels.

(b) Lexington IP Services, Inc.

Address: 1625 I Street NW, Suite 400, Washington, DC 20006

Contact: Marissa Chung, Director of Copyright Research Scope of Services: U.S. Copyright Office registration verification, chain-of-title searches, and related copyright records research for all 217 audiovisual works at issue.

Address: 350 South Grand Avenue, Suite 2800, Los Angeles, California 90071

Engagement Lead: Dr. Elena Vasquez, Ph.D., Economics Scope of Services: Preliminary damages modeling, including analysis of actual damages, infringer's profits, and statutory damages alternatives, in support of pre-suit demand and, if necessary, subsequent litigation.

All experts and vendors identified above are being retained at the direction of counsel in anticipation of litigation. Accordingly, all communications between the Firm and the experts, and all work product generated by the experts in connection with this Matter, are intended to be protected by the attorney-client privilege and/or the attorney work product doctrine to the fullest extent permitted by applicable law. The Firm will take reasonable steps to ensure that the privileged nature of these communications and work product is preserved.

The Firm will provide copies of all expert engagement letters to Client for review and comment prior to execution. No expert engagement letter will be executed without Client's prior written authorization. Client acknowledges that the estimated expert costs set forth in Section 6 and Exhibit C are estimates only and that actual costs may vary depending on the scope and complexity of the work required.

10. Document Preservation

Client is hereby advised of its legal obligation to preserve all documents, communications, data, and electronically stored information ("ESI") that are potentially relevant to this Matter. This obligation extends to all physical and electronic records in the possession, custody, or control of Client, its officers, directors, employees, agents, and affiliates, including but not limited to:

(a) All licensing agreements, distribution agreements, and related correspondence with StreamNow, Meridian Digital Distributors, LLC, and the FAST channel sublicensees;

(b) All title documentation, copyright registration certificates, assignment agreements, and chain-of-title records for the works at issue;

(c) All correspondence, email communications, instant messages, and other communications relating to the unauthorized exploitation of Client's content;

(d) All financial records, revenue reports, royalty statements, and accounting records relating to the works at issue;

(e) All DMCA takedown notices, responses, and related correspondence; and

(f) All other documents, data, and ESI potentially relevant to the claims, defenses, or damages in this Matter.

The Firm will issue a separate, detailed Litigation Hold Notice to Client promptly following the execution of this Engagement Letter. Client agrees to cooperate fully with all document preservation and production requests issued by the Firm, and to ensure that all relevant custodians within Client's organization are notified of and comply with the litigation hold.

11. Confidentiality

Calderwood & Harkness will maintain the confidentiality of all Client information received in connection with this engagement in accordance with the California Rules of Professional Conduct, the American Bar Association Model Rules of Professional Conduct, and all other applicable rules and standards governing the professional conduct of attorneys.

All communications between Client and the Firm, including oral and written communications, emails, memoranda, and other correspondence, are protected by the attorney-client privilege. Client should take care to maintain the privileged nature of such communications by limiting distribution within Client's organization to those individuals with a need to know and by clearly marking all written communications as "Privileged and Confidential — Attorney-Client Communication."

All memoranda, analyses, legal research, drafts, and other materials generated by the Firm in connection with this engagement constitute attorney work product and are protected by the attorney work product doctrine. The Firm will take reasonable steps to ensure that work product is not inadvertently disclosed to third parties.

The Firm will not disclose Client information to any third party without Client's prior written consent, except: (a) as necessary to carry out the purposes of this engagement with Client's implied authorization (e.g., communications with retained experts under Section 9); (b) as required by law, court order, or the rules of professional conduct; or (c) as necessary to defend the Firm against any claim or allegation brought by Client against the Firm.

12. Insurance Coordination

Client has advised the Firm that it maintains a media liability and intellectual property enforcement insurance policy with Fortbridge Specialty Insurance Company, Policy No. FSI-ML-2024-07821. The policy provides coverage limits of $25,000,000 per occurrence and $50,000,000 in the aggregate. The policy was brokered by Calder & Whitfield Insurance Brokers Ltd., located at 71 Fenchurch Street, London EC3M 4BS, United Kingdom.

The Firm, through Catherine Bloom and the engagement team, will analyze the terms and conditions of the Fortbridge policy to determine its applicability to this Matter, including coverage for enforcement costs, attorneys' fees, expert expenses, and any counterclaims that may be asserted by the Adverse Parties. If the Firm determines that the policy may provide coverage for any aspect of this Matter, the Firm will, with Client's authorization, prepare and tender a notice of claim to Fortbridge Specialty Insurance Company on Client's behalf.

Client hereby authorizes the Firm to communicate with Fortbridge Specialty Insurance Company and Calder & Whitfield Insurance Brokers Ltd. as necessary regarding coverage for this Matter. Such communications may include the provision of case information, billing data, and other materials reasonably requested by the insurer in connection with its coverage determination. The Firm will keep Client informed of all material communications with the insurer and will not agree to any conditions or limitations on coverage without Client's prior consent.

13. Termination

Either party may terminate this engagement at any time upon written notice to the other party. Upon termination by either party:

(a) Client shall remain responsible for all fees and costs incurred through the date of termination, including any disbursements or expert costs committed prior to the effective date of termination.

(b) If the Success Fee described in Section 4.2 has been earned as of the date of termination (i.e., if a binding settlement agreement has been executed or a final judgment has been entered prior to termination), Client shall remain obligated to pay the Success Fee in accordance with the terms of Section 4.2.

(c) The Firm will promptly return to Client all documents, files, and property belonging to Client, subject to any applicable lien rights under California law for unpaid fees and costs.

(d) The Firm will take all reasonable steps to protect Client's interests in connection with any pending deadlines, filings, or proceedings, and will cooperate with successor counsel to facilitate an orderly transition.

Termination of this engagement does not affect the Firm's obligations of confidentiality, which shall survive termination.

14. Limitation of Liability

Client acknowledges that the practice of law involves inherent uncertainties and that the Firm cannot guarantee any particular outcome in this Matter. This Engagement Letter does not constitute a guarantee or warranty of any kind regarding the results of the Firm's representation, the likelihood of success on any claim, or the amount of any recovery.

To the fullest extent permitted by applicable law, the Firm's aggregate liability to Client for any claims, losses, damages, or expenses arising out of or relating to this engagement shall not exceed the total amount of fees actually paid by Client to the Firm under this Engagement Letter. This limitation of liability shall not apply in cases of gross negligence or willful misconduct by the Firm.

Client agrees that the Firm shall not be liable for any indirect, consequential, special, or punitive damages arising out of or relating to this engagement, regardless of the theory of liability.

15. Governing Law and Dispute Resolution

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, controversy, or claim arising out of or relating to this Engagement Letter or the Firm's representation of Client hereunder, including any dispute regarding the amount or payment of fees, shall be resolved by binding arbitration in Los Angeles, California, administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules then in effect. The arbitration shall be conducted by a single arbitrator selected in accordance with those rules. The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order, including injunctive or other equitable relief. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

The prevailing party in any arbitration or legal proceeding arising out of this Engagement Letter shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing party, in addition to any other relief awarded.

16. Entire Agreement and Amendments

This Engagement Letter, including the exhibits attached hereto, constitutes the entire agreement between Calderwood & Harkness LLP and Client with respect to the matters described herein and supersedes all prior oral or written understandings, representations, or agreements between the parties relating to the subject matter of this Letter.

No amendment, modification, supplement, or waiver of any provision of this Engagement Letter shall be effective unless made in writing and signed by an authorized representative of each party. No failure or delay by either party in exercising any right or remedy under this Engagement Letter shall operate as a waiver of such right or remedy.

17. Acceptance and Signatures

If the foregoing terms and conditions are acceptable to Client, please indicate Client's acceptance by countersigning this Engagement Letter in the space provided below and returning the countersigned original to me at the following address, together with the advance retainer of $150,000 described in Section 5:

Marcus Delgado, Esq. Calderwood & Harkness LLP 1999 Avenue of the Stars, Suite 3100 Los Angeles, California 90067

We are delighted to have the opportunity to represent Aurelius Global Media Group PLC and Aurelius Media Americas, Inc. in this important matter. We are confident that our team's experience in copyright enforcement, digital media disputes, and entertainment industry litigation will serve Client's interests well. Please do not hesitate to contact me or any member of the engagement team if you have questions about this Letter or any aspect of the engagement.

We look forward to working with you and your team.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Marcus Delgado

Title: Partner, intellectual Property

Date: ________

By: ________

Name: Catherine Bloom

Title: Partner, intellectual Property

Date: ________

ACKNOWLEDGED AND AGREED:

AURELIUS GLOBAL MEDIA GROUP PLC

By: ________

Name: Fiona Hartwell

Title: General Counsel

Date: ________

EXHIBIT A

SCHEDULE OF HOURLY RATES Calderwood & Harkness LLP — Effective Through December 31, 2026 Matter No. 1017-00003

All rates are subject to annual adjustment, typically effective January 1 of each calendar year. Any rate increases will be communicated to Client in writing at least thirty (30) days prior to the effective date. Additional timekeepers assigned to the Matter will be billed at rates consistent with the schedule set forth above, and Client will be notified of such assignments and applicable rates in advance.

EXHIBIT B

CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED
CALDERWOOD & HARKNESS LLP Attorneys at Law
1999 Avenue of the Stars, Suite 3100 Los Angeles, California 90067 Telephone: (310) 284-6000 Facsimile: (310) 284-6001 www.calderwoodharkness.com
New York Office: 600 Lexington Avenue New York, New York 10022
February 12, 2026
Fiona Hartwell, Esq. General Counsel Aurelius Global Media Group PLC 45 Clarewood Place London W1K 6TH United Kingdom
Copy to: Aurelius Media Americas, Inc. 1900 Avenue of the Stars, Suite 2200 Los Angeles, California 90067
Attention: General Counsel's Office
Re: Engagement of Calderwood & Harkness LLP — Pre-Suit Copyright Infringement Assessment and Demand Matter: Aurelius Global Media Group PLC v. StreamNow Holdings, Inc. Matter No. 1017-00003
Dear Ms. Hartwell:
1. Introduction and Purpose
Thank you for meeting with me on January 15, 2026 to discuss the concerns of Aurelius Global Media Group PLC and its subsidiary regarding the unauthorized exploitation of its audiovisual content by StreamNow Holdings, Inc. and related parties. That initial consultation, together with the background materials your office shared with us in advance, provided a thorough foundation for our assessment of the matter and the enforcement options available to your company.
We understand that your organization first contacted our firm on January 8, 2026, following a recommendation from Bexley Marsh Solicitors LLP, your UK intellectual property counsel at 14 Bedford Row, London WC1R 4ED, with whom we have had the privilege of collaborating on a number of cross-border entertainment and media matters in recent years. We are grateful for the confidence that both you and the Bexley Marsh team have placed in our firm.
Calderwood & Harkness LLP is pleased to confirm its engagement to represent Aurelius Global Media Group PLC (Companies House Reg. No. 08724561), a public limited company incorporated in England and Wales, and its wholly-owned Delaware subsidiary, Aurelius Media Americas, Inc. (collectively, the "Client"), in connection with the matter described in this letter. This engagement letter (the "Engagement Letter" or "Letter") sets forth the terms and conditions of the firm's representation, including the scope of the engagement, the fees and billing arrangements, and the respective obligations of Calderwood & Harkness LLP (the "Firm," "we," "us," or "our") and Client. We ask that you review this Letter carefully and contact us with any questions before countersigning.
2. Scope of Representation
2.1 Description of the Matter
The Firm is engaged to conduct a pre-suit copyright infringement assessment and to pursue enforcement action on behalf of Client against StreamNow Holdings, Inc. ("StreamNow"), a Delaware corporation (Delaware Division of Corporations File No. 7291843), with its principal place of business at 3400 Wilshire Boulevard, Suite 1800, Los Angeles, California 90010.
Client alleges that StreamNow has, without authorization and without a valid license from Client or any authorized distributor, reproduced, distributed, and publicly performed at least two hundred seventeen (217) audiovisual works owned by Client. These works comprise one hundred forty-two (142) feature films and seventy-five (75) television series totaling one thousand thirty-eight (1,038) individual episodes. The infringing exploitation is alleged to have occurred through StreamNow's streaming aggregation platform and through sublicensed channels operated by third-party distributors acting under agreements with StreamNow or its intermediaries.
The infringement period runs approximately twenty-two (22) months, from approximately April 1, 2024, through January 31, 2026. Based on the preliminary information provided by Client, the estimated revenue attributable to the infringing content during this period is approximately $38.6 million, a figure that will be subject to further verification through discovery and expert analysis.
In addition to StreamNow, the following related parties may be subjects of claims, investigation, or enforcement activity in connection with this matter:
(a) Meridian Digital Distributors, LLC, a California limited liability company (California Secretary of State File No. 202115729430), which is believed to have acted as an unauthorized intermediary distributor of Client's content to StreamNow;
(b) Franklin Ogilvie, individually, the principal and managing member of Meridian Digital Distributors, LLC, who is believed to have orchestrated or directed the unauthorized distribution of Client's content;
(c) Brindoval Channel Networks, Inc., a sublicensee operating a FAST (Free Ad-Supported Television) channel that has publicly performed Client's content without authorization;
(d) BrightLoop Media, LLC, a sublicensee operating a FAST channel that has publicly performed Client's content without authorization;
(e) Velvet Stream Partners, LP, a sublicensee operating a FAST channel that has publicly performed Client's content without authorization; and
(f) Pacific Lantern Digital Pty Ltd, a sublicensee operating a FAST channel that has publicly performed Client's content without authorization.
The foregoing parties are collectively referred to herein as the "Adverse Parties," and the matter described in this Section 2.1 is referred to as the "Matter."
2.2 Pre-Suit Phase Services
During the pre-suit phase of the engagement, the Firm will provide the following legal services in connection with the Matter:
(a) Copyright Ownership and Chain-of-Title Analysis. The Firm will conduct a comprehensive analysis of Client's copyright ownership, registration status, and chain of title for all 217 audiovisual works at issue. This analysis will include a review of production agreements, acquisition agreements, assignment instruments, distribution agreements, and any other documentation relevant to establishing Client's rights in and to the works. The Firm will coordinate with Client's business affairs and legal departments to obtain and review all relevant title documentation.
(b) Copyright Registration Verification. The Firm will retain and coordinate with Lexington IP Services, Inc. to conduct U.S. Copyright Office registration verification and chain-of-title searches for all works at issue. Where registrations are incomplete or require supplemental filings, the Firm will advise Client and, where appropriate, assist in curing any deficiencies prior to commencing enforcement action.
(c) Digital Forensic Analysis. The Firm will retain and coordinate with CipherTrace Analytics, LLC to conduct digital forensic analysis in support of the Matter. This analysis will include content fingerprinting, metadata extraction, viewership and traffic analysis, and revenue attribution. The purpose of this work is to establish the nature and extent of the unauthorized exploitation of Client's content, identify the technical mechanisms by which the infringement occurred, and quantify the revenues and audience exposure attributable to the infringing activity.
(d) Preliminary Damages Modeling. The Firm will retain and coordinate with Hargrove Economic Consulting Group, LLC to develop a preliminary damages model for use in pre-suit demand negotiations and, if necessary, in subsequent litigation. The model will address actual damages, the infringer's profits, and statutory damages alternatives, and will incorporate data and findings from the CipherTrace forensic analysis.
(e) Legal Claims Analysis. The Firm will conduct a thorough analysis of all potential claims arising from the facts of this Matter, including but not limited to:
(i) Federal copyright infringement under 17 U.S.C. §§ 106 and 501, including claims for unauthorized reproduction, distribution, and public performance of Client's copyrighted audiovisual works;
(ii) Analysis of the Digital Millennium Copyright Act ("DMCA") safe harbor provisions under 17 U.S.C. § 512, including an assessment of whether StreamNow or any Adverse Party may assert safe harbor protection and the factual and legal bases for challenging any such assertion;
(iii) Analysis of willfulness under 17 U.S.C. § 504(c)(2) to support enhanced statutory damages, based on the evidence available regarding the Adverse Parties' knowledge of and intent in exploiting Client's content without authorization;
(iv) Supplemental state law claims under the California Unfair Competition Law, Cal. Bus. & Prof. Code § 17200 et seq., based on the unlawful, unfair, and fraudulent business practices of the Adverse Parties in connection with the unauthorized exploitation of Client's content;
(v) Tortious interference with contractual relations and prospective economic advantage, to the extent the Adverse Parties' conduct has disrupted or impaired Client's existing or prospective licensing relationships; and
(vi) Direct, contributory, and vicarious liability claims against Franklin Ogilvie and Meridian Digital Distributors, LLC, based on their alleged roles in orchestrating and facilitating the unauthorized distribution of Client's content.
(f) Jurisdictional and Venue Analysis. The Firm will conduct a jurisdictional and venue analysis to confirm the propriety of filing any enforcement action in the United States District Court for the Central District of California, Los Angeles Division, including an assessment of personal jurisdiction over each of the Adverse Parties and the availability of supplemental jurisdiction over state law claims.
(g) Statute of Limitations Analysis. The Firm will analyze the applicable statute of limitations under 17 U.S.C. § 507(b) and any relevant state law limitations periods, and will advise Client regarding the timeliness of each potential claim and any considerations bearing on the timing of the commencement of enforcement action.
(h) Cease-and-Desist and Demand Correspondence. The Firm will prepare, review with Client, and serve the following pre-suit demand communications:
(i) A formal cease-and-desist and pre-suit demand letter to StreamNow Holdings, Inc., setting forth Client's claims, the factual and legal bases therefor, the scope of the alleged infringement, a summary of the damages analysis, and a demand for cessation of all infringing activity, payment of damages, and other appropriate relief;
(ii) A demand letter to Meridian Digital Distributors, LLC, addressing that entity's role in the unauthorized distribution of Client's content and demanding cessation of all unauthorized activity and cooperation in identifying the full scope of the distribution chain; and
(iii) Takedown demand letters to each of the four FAST channel sublicensees (Brindoval Channel Networks, Inc.; BrightLoop Media, LLC; Velvet Stream Partners, LP; and Pacific Lantern Digital Pty Ltd), demanding immediate removal of all Client content from their respective platforms and channels and preservation of all records relating to the exploitation thereof.
(i) Client Counseling and Strategy. The Firm will provide ongoing counseling and strategic recommendations to Client throughout the pre-suit phase, including advice regarding settlement authority, negotiation parameters, the relative merits and risks of various enforcement strategies, and the potential impact of enforcement action on Client's business relationships and public posture.
(j) Initial Settlement Negotiations. The Firm will conduct initial settlement negotiations with StreamNow and, as appropriate, with other Adverse Parties, following the issuance of the demand correspondence. The demand letters will include a thirty (30) day response window, during which the Firm will engage in settlement discussions on Client's behalf, subject to Client's instructions and authority.
2.3 Litigation Phase Services (Contingent)
In the event that settlement negotiations during the pre-suit phase are unsuccessful, the Firm is prepared to proceed with the preparation and filing of a complaint in the United States District Court for the Central District of California, Los Angeles Division, on behalf of Client. The current target for commencement of litigation, if necessary, is June 2026.
In addition to the filing of the complaint, litigation phase services would include, as circumstances warrant, the preparation and filing of applications for emergency relief, including motions for a temporary restraining order and/or preliminary injunction to prevent ongoing and irreparable harm to Client resulting from the continued unauthorized exploitation of its content.
The litigation phase of this engagement, should it become necessary, will be subject to a separate budget estimate and supplemental engagement terms to be agreed upon by the Firm and Client. However, for the avoidance of doubt, the fee arrangement set forth in this Engagement Letter, including the success fee described in Section 4.2 below, applies to the entirety of the Matter, encompassing both the pre-suit and litigation phases.
2.4 Limitations on Scope
The scope of the Firm's representation under this Engagement Letter is limited to United States copyright enforcement and related U.S. federal and state claims as described in this Section 2. The following matters are expressly excluded from the scope of this engagement:
(a) Any proceedings, enforcement actions, or regulatory matters arising under the laws of the United Kingdom, the European Union, or any other non-U.S. jurisdiction in connection with the subject matter of this Matter remain the responsibility of Bexley Marsh Solicitors LLP or such other counsel as Client may designate.
(b) The Firm does not represent Client in connection with any UK or international regulatory filings, London Stock Exchange disclosure obligations (including any obligations arising under Client's listing on AIM under the ticker symbol AGLM), or any American Depositary Receipt ("ADR")-related matters.
(c) The Firm does not provide tax advice. Client acknowledges that the resolution of this Matter, including any settlement or judgment, may have tax implications for Client and its affiliates, and Client should consult its own tax advisors regarding such matters.
3. Engagement Team
The following attorneys will serve as the primary members of the engagement team for this Matter:
3.1 Responsible Partner
Marcus Delgado, Partner, intellectual Property Group, Los Angeles office. Mr. Delgado will serve as the primary relationship partner and will have overall strategic direction and supervisory responsibility for the engagement. He will serve as lead signatory on all demand correspondence and will be the principal point of contact for Client on all strategic and legal matters arising in connection with the engagement.
3.2 Billing Partner
Catherine Bloom, Partner, intellectual Property Group, Los Angeles office. Ms. Bloom will serve as the billing partner and will be responsible for the financial management of the engagement, including budgeting, invoicing, and insurance correspondence. She will coordinate with Client's finance department and insurance brokers as necessary.
3.3 Lead Associate
Wendy Schultz, Senior Associate, intellectual Property Group, Los Angeles office. Ms. Schultz will be responsible for the day-to-day management of the engagement, including legal research and analysis, the preparation of memoranda, the drafting of motions and correspondence, and the coordination of expert activities. Ms. Schultz will report to Mr. Delgado and Ms. Bloom, and Client should feel free to direct day-to-day inquiries and communications to Ms. Schultz in the first instance.
3.4 Working Associate
Omar Siddiqui, Associate, intellectual Property Group, Los Angeles office. Mr. Siddiqui will be responsible for factual investigation and research, copyright registration analysis, background research on the Adverse Parties, and other tasks as assigned by the engagement team.
3.5 Additional Personnel
The Firm may assign additional attorneys, paralegals, and support staff to the engagement as needed to ensure the timely and efficient delivery of legal services. The Firm will provide prior notice to Client of any additional timekeepers assigned to the Matter, and the applicable billing rates for all additional timekeepers will be communicated to Client in advance.
4. Fees and Billing
4.1 Hourly Rates
Fees for legal services rendered in connection with this engagement will be calculated on the basis of the time spent by each timekeeper at such timekeeper's applicable hourly rate. The current hourly rates for the members of the engagement team are as follows:
A complete schedule of hourly rates for all timekeepers who may be assigned to the Matter is set forth in Exhibit A attached hereto.
The Firm's standard hourly rates are subject to annual adjustment, typically effective on January 1 of each calendar year. Any rate increases will be communicated to Client in writing at least thirty (30) days prior to the effective date. The rates set forth above and in Exhibit A are effective through December 31, 2026.
4.2 Success Fee
In addition to the hourly fees described in Section 4.1, Client agrees to pay the Firm a success fee (the "Success Fee") equal to five percent (5%) of any settlement, judgment, or other recovery obtained in connection with this Matter in excess of Twenty Million Dollars ($20,000,000). The Success Fee shall be subject to a maximum cap of Two Million Dollars ($2,000,000).
The Success Fee shall be deemed earned upon the earlier of: (a) the execution of a binding settlement agreement between Client and one or more of the Adverse Parties resolving the Matter, or (b) the entry of a final, non-appealable judgment in Client's favor. The Success Fee shall be payable within thirty (30) days of the date on which it is earned.
For purposes of calculating the Success Fee, "recovery" shall include all monetary payments received by or on behalf of Client (whether by lump sum, installment, royalty, or otherwise) in connection with the Matter, but shall exclude the value of injunctive relief, non-monetary terms of settlement (such as content removal, licensing arrangements, or cooperation provisions), or any amounts recovered under Client's insurance policy.
4.3 Pre-Suit Phase Budget Estimate
Based on the information currently available and the scope of services described in Section 2.2, the Firm estimates that total fees and firm costs for the pre-suit phase of the engagement (through service of demand correspondence and initial settlement negotiations) will be approximately Four Hundred Eighty-Five Thousand Dollars ($485,000). A detailed breakdown of this estimate by task category is set forth in Exhibit B attached hereto.
This estimate is provided for planning and budgeting purposes only and does not constitute a fee cap, fixed fee, or guarantee. Actual fees and costs may be higher or lower than the estimate depending on the complexity and course of the Matter, including the volume and condition of title documentation, the scope and complexity of the forensic analysis, the number and nature of claims pursued, and the conduct of the Adverse Parties during pre-suit negotiations.
The estimate set forth in this Section 4.3 does not include third-party expert costs, which are addressed separately in Section 6 below. The Firm will provide Client with monthly budget-to-actual reports comparing estimated and actual fees and costs, and will notify Client promptly in the event that the estimate is likely to be exceeded by more than ten percent (10%).
4.4 Billing Procedures
Invoices for fees and disbursements will be rendered on a monthly basis, typically within fifteen (15) days following the end of each calendar month. Payment is due within thirty (30) days of the invoice date. All invoices will include detailed time entries identifying the timekeeper, the date of service, a description of the services rendered, and the time expended, together with an itemization of all disbursements and out-of-pocket expenses incurred during the billing period.
All amounts invoiced under this Engagement Letter are denominated in United States Dollars. Client agrees to make payment in U.S. Dollars by wire transfer or check to the account designated by the Firm on each invoice.
In the event that any invoice is not paid within sixty (60) days of the invoice date, the Firm reserves the right to suspend work on the Matter until the outstanding balance is resolved, after providing Client with written notice and a reasonable opportunity to cure.
5. Retainer
Upon execution of this Engagement Letter, Client shall pay to the Firm an advance retainer in the amount of One Hundred Fifty Thousand Dollars ($150,000) (the "Retainer"). The Retainer is due and payable upon Client's countersignature of this Letter and shall be received by the Firm no later than ten (10) business days following the date of execution. For the Firm's records, receipt of the Retainer is anticipated on or about February 14, 2026.
The Retainer will be deposited into the Firm's client trust account (IOLTA) maintained in accordance with the California Rules of Professional Conduct and will be applied against invoiced fees and costs as they are incurred. The Firm will provide Client with a trust account statement reflecting the balance and application of the Retainer with each monthly invoice.
The Retainer is not a cap on fees or a maximum amount that may be billed. Once the Retainer has been fully applied, Client will be billed on a current basis in accordance with the billing procedures set forth in Section 4.4 above.
Upon termination or conclusion of the engagement, any unused portion of the Retainer will be promptly refunded to Client, after application to any outstanding and unpaid invoices or costs.
6. Expenses and Disbursements
Client is responsible for all reasonable out-of-pocket expenses and disbursements incurred by the Firm in connection with this engagement. Such expenses include, but are not limited to:
(a) Filing fees and court costs;
(b) Service of process charges;
(c) Travel expenses (airfare, lodging, ground transportation, and meals) incurred in connection with the Matter, including travel for depositions, court appearances, client meetings, and expert consultations;
(d) Courier and delivery charges;
(e) Electronic legal research charges (e.g., Westmark Data Systems, Sundial Solutions);
(f) Copying, printing, and scanning charges at the Firm's standard rates; and
(g) Other reasonable out-of-pocket costs directly attributable to the Matter.
In addition, Client is responsible for all third-party expert costs incurred in connection with this engagement. Such costs will be billed through to Client at cost, without markup. The anticipated third-party experts and their estimated costs are as follows:
A summary of expert costs is also set forth in Exhibit C attached hereto.
Expert engagement letters will be executed by the Firm on behalf of Client, with Client's prior written authorization, as described in Section 9 below. The Firm will use reasonable efforts to ensure that expert costs are managed efficiently and will notify Client of any material deviation from the estimates set forth above.
7. Client Contact and Communications
The primary client contact for purposes of this engagement is Fiona Hartwell, General Counsel, Aurelius Global Media Group PLC. All privileged communications, legal advice, strategic recommendations, and substantive correspondence regarding the Matter will be directed to Ms. Hartwell unless otherwise agreed in writing.
In addition to Ms. Hartwell, Client has designated the following individuals as authorized contacts for purposes of providing factual information, coordinating document production, and responding to the Firm's requests for business records and content-related data:
(a) Raj Anantharam, Senior Vice President, Content Licensing & Distribution, Aurelius Global Media Group PLC; and
(b) Lena Kowalski, Head of Digital Rights Enforcement, Aurelius Media Americas, Inc.
Ms. Kowalski and Mr. Anantharam may communicate directly with members of the engagement team regarding factual matters and document production. However, all legal advice and strategic communications will be directed exclusively to Ms. Hartwell, consistent with the requirements of attorney-client privilege.
The Firm may communicate with Bexley Marsh Solicitors LLP, Client's UK intellectual property counsel, to the extent necessary to coordinate cross-border aspects of the Matter, including the exchange of factual information, title documentation, and enforcement strategy. Client hereby consents to such communications, provided that all such communications shall be conducted in a manner consistent with applicable professional responsibilities and the preservation of attorney-client privilege.
8. Conflict of Interest
8.1 Conflict Check Completed
In accordance with the California Rules of Professional Conduct and the Firm's internal policies, Calderwood & Harkness has conducted a comprehensive conflicts check covering all known parties, entities, and individuals associated with this Matter. The conflicts check included the following parties:
(a) StreamNow Holdings, Inc. and its officers and directors, including Derek Calloway (Chief Executive Officer), Priya Menon (Chief Content Officer), Tobias Rennert (Chief Financial Officer), Sandra Yee (General Counsel), and Howard Cheng (Vice President, Business Development);
(b) Pinnacle Ventures Fund III, LP, and Pinnacle Ventures Management III, LLC, the principal institutional investor in StreamNow;
(c) Meridian Digital Distributors, LLC, and its principal, Franklin Ogilvie;
(d) Grantham Roth & Pearce LLP, outside counsel to StreamNow, including its lead partner Victoria Langford and associate Brian Matsuda;
(e) Brindoval Channel Networks, Inc.;
(f) BrightLoop Media, LLC;
(g) Velvet Stream Partners, LP; and
(h) Pacific Lantern Digital Pty Ltd.
Based on the results of the conflicts check, the Firm has confirmed that no conflicts of interest have been identified that would preclude the Firm from representing Client in this Matter.
8.2 Future Conflicts / Advance Waiver
Client acknowledges and agrees that Calderwood & Harkness is a large, multi-office law firm that represents many clients in a range matters. It is possible that, during the course of this engagement, the Firm may be asked to represent other clients in matters that are unrelated to this engagement but that may involve parties or interests adverse to Client or its affiliates.
Client hereby consents to the Firm's representation of other clients in matters that are not substantially related to this Matter, provided that: (a) the Firm does not use any confidential information obtained from Client in connection with this engagement in any such unrelated representation; (b) the Firm complies with all applicable ethical rules, including the California Rules of Professional Conduct; and (c) the unrelated matter does not involve a direct challenge to the specific rights or interests of Client that are the subject of this engagement.
This advance waiver is intended to be interpreted and applied in a manner consistent with Rule 1.7 of the California Rules of Professional Conduct and applicable case law. If a situation arises in which the Firm believes that a conflict or potential conflict may exist, the Firm will promptly notify Client and seek appropriate guidance.
9. Authorization to Retain Experts and Third-Party Vendors
Client hereby authorizes Calderwood & Harkness to retain, on Client's behalf and at Client's expense, the following experts and third-party vendors in connection with this Matter:
(a) CipherTrace Analytics, LLC
Address: 2700 Sand Hill Road, Suite 130, Menlo Park, California 94025
Engagement Lead: Dr. Nathan Frey, Director, Digital Media Forensics Scope of Services: Digital forensic analysis, content fingerprinting, metadata extraction, viewership and traffic analysis, and revenue attribution in connection with the unauthorized exploitation of Client's audiovisual content through the StreamNow platform and related distribution channels.
(b) Lexington IP Services, Inc.
Address: 1625 I Street NW, Suite 400, Washington, DC 20006
Contact: Marissa Chung, Director of Copyright Research Scope of Services: U.S. Copyright Office registration verification, chain-of-title searches, and related copyright records research for all 217 audiovisual works at issue.
(c) Hargrove Economic Consulting Group, LLC
Address: 350 South Grand Avenue, Suite 2800, Los Angeles, California 90071
Engagement Lead: Dr. Elena Vasquez, Ph.D., Economics Scope of Services: Preliminary damages modeling, including analysis of actual damages, infringer's profits, and statutory damages alternatives, in support of pre-suit demand and, if necessary, subsequent litigation.
All experts and vendors identified above are being retained at the direction of counsel in anticipation of litigation. Accordingly, all communications between the Firm and the experts, and all work product generated by the experts in connection with this Matter, are intended to be protected by the attorney-client privilege and/or the attorney work product doctrine to the fullest extent permitted by applicable law. The Firm will take reasonable steps to ensure that the privileged nature of these communications and work product is preserved.
The Firm will provide copies of all expert engagement letters to Client for review and comment prior to execution. No expert engagement letter will be executed without Client's prior written authorization. Client acknowledges that the estimated expert costs set forth in Section 6 and Exhibit C are estimates only and that actual costs may vary depending on the scope and complexity of the work required.
10. Document Preservation
Client is hereby advised of its legal obligation to preserve all documents, communications, data, and electronically stored information ("ESI") that are potentially relevant to this Matter. This obligation extends to all physical and electronic records in the possession, custody, or control of Client, its officers, directors, employees, agents, and affiliates, including but not limited to:
(a) All licensing agreements, distribution agreements, and related correspondence with StreamNow, Meridian Digital Distributors, LLC, and the FAST channel sublicensees;
(b) All title documentation, copyright registration certificates, assignment agreements, and chain-of-title records for the works at issue;
(c) All correspondence, email communications, instant messages, and other communications relating to the unauthorized exploitation of Client's content;
(d) All financial records, revenue reports, royalty statements, and accounting records relating to the works at issue;
(e) All DMCA takedown notices, responses, and related correspondence; and
(f) All other documents, data, and ESI potentially relevant to the claims, defenses, or damages in this Matter.
The Firm will issue a separate, detailed Litigation Hold Notice to Client promptly following the execution of this Engagement Letter. Client agrees to cooperate fully with all document preservation and production requests issued by the Firm, and to ensure that all relevant custodians within Client's organization are notified of and comply with the litigation hold.
11. Confidentiality
Calderwood & Harkness will maintain the confidentiality of all Client information received in connection with this engagement in accordance with the California Rules of Professional Conduct, the American Bar Association Model Rules of Professional Conduct, and all other applicable rules and standards governing the professional conduct of attorneys.
All communications between Client and the Firm, including oral and written communications, emails, memoranda, and other correspondence, are protected by the attorney-client privilege. Client should take care to maintain the privileged nature of such communications by limiting distribution within Client's organization to those individuals with a need to know and by clearly marking all written communications as "Privileged and Confidential — Attorney-Client Communication."
All memoranda, analyses, legal research, drafts, and other materials generated by the Firm in connection with this engagement constitute attorney work product and are protected by the attorney work product doctrine. The Firm will take reasonable steps to ensure that work product is not inadvertently disclosed to third parties.
The Firm will not disclose Client information to any third party without Client's prior written consent, except: (a) as necessary to carry out the purposes of this engagement with Client's implied authorization (e.g., communications with retained experts under Section 9); (b) as required by law, court order, or the rules of professional conduct; or (c) as necessary to defend the Firm against any claim or allegation brought by Client against the Firm.
12. Insurance Coordination
Client has advised the Firm that it maintains a media liability and intellectual property enforcement insurance policy with Fortbridge Specialty Insurance Company, Policy No. FSI-ML-2024-07821. The policy provides coverage limits of $25,000,000 per occurrence and $50,000,000 in the aggregate. The policy was brokered by Calder & Whitfield Insurance Brokers Ltd., located at 71 Fenchurch Street, London EC3M 4BS, United Kingdom.
The Firm, through Catherine Bloom and the engagement team, will analyze the terms and conditions of the Fortbridge policy to determine its applicability to this Matter, including coverage for enforcement costs, attorneys' fees, expert expenses, and any counterclaims that may be asserted by the Adverse Parties. If the Firm determines that the policy may provide coverage for any aspect of this Matter, the Firm will, with Client's authorization, prepare and tender a notice of claim to Fortbridge Specialty Insurance Company on Client's behalf.
Client hereby authorizes the Firm to communicate with Fortbridge Specialty Insurance Company and Calder & Whitfield Insurance Brokers Ltd. as necessary regarding coverage for this Matter. Such communications may include the provision of case information, billing data, and other materials reasonably requested by the insurer in connection with its coverage determination. The Firm will keep Client informed of all material communications with the insurer and will not agree to any conditions or limitations on coverage without Client's prior consent.
13. Termination
Either party may terminate this engagement at any time upon written notice to the other party. Upon termination by either party:
(a) Client shall remain responsible for all fees and costs incurred through the date of termination, including any disbursements or expert costs committed prior to the effective date of termination.
(b) If the Success Fee described in Section 4.2 has been earned as of the date of termination (i.e., if a binding settlement agreement has been executed or a final judgment has been entered prior to termination), Client shall remain obligated to pay the Success Fee in accordance with the terms of Section 4.2.
(c) The Firm will promptly return to Client all documents, files, and property belonging to Client, subject to any applicable lien rights under California law for unpaid fees and costs.
(d) The Firm will take all reasonable steps to protect Client's interests in connection with any pending deadlines, filings, or proceedings, and will cooperate with successor counsel to facilitate an orderly transition.
Termination of this engagement does not affect the Firm's obligations of confidentiality, which shall survive termination.
14. Limitation of Liability
Client acknowledges that the practice of law involves inherent uncertainties and that the Firm cannot guarantee any particular outcome in this Matter. This Engagement Letter does not constitute a guarantee or warranty of any kind regarding the results of the Firm's representation, the likelihood of success on any claim, or the amount of any recovery.
To the fullest extent permitted by applicable law, the Firm's aggregate liability to Client for any claims, losses, damages, or expenses arising out of or relating to this engagement shall not exceed the total amount of fees actually paid by Client to the Firm under this Engagement Letter. This limitation of liability shall not apply in cases of gross negligence or willful misconduct by the Firm.
Client agrees that the Firm shall not be liable for any indirect, consequential, special, or punitive damages arising out of or relating to this engagement, regardless of the theory of liability.
15. Governing Law and Dispute Resolution
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, controversy, or claim arising out of or relating to this Engagement Letter or the Firm's representation of Client hereunder, including any dispute regarding the amount or payment of fees, shall be resolved by binding arbitration in Los Angeles, California, administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules then in effect. The arbitration shall be conducted by a single arbitrator selected in accordance with those rules. The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order, including injunctive or other equitable relief. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
The prevailing party in any arbitration or legal proceeding arising out of this Engagement Letter shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing party, in addition to any other relief awarded.
16. Entire Agreement and Amendments
This Engagement Letter, including the exhibits attached hereto, constitutes the entire agreement between Calderwood & Harkness LLP and Client with respect to the matters described herein and supersedes all prior oral or written understandings, representations, or agreements between the parties relating to the subject matter of this Letter.
No amendment, modification, supplement, or waiver of any provision of this Engagement Letter shall be effective unless made in writing and signed by an authorized representative of each party. No failure or delay by either party in exercising any right or remedy under this Engagement Letter shall operate as a waiver of such right or remedy.
17. Acceptance and Signatures
If the foregoing terms and conditions are acceptable to Client, please indicate Client's acceptance by countersigning this Engagement Letter in the space provided below and returning the countersigned original to me at the following address, together with the advance retainer of $150,000 described in Section 5:
Marcus Delgado, Esq. Calderwood & Harkness LLP 1999 Avenue of the Stars, Suite 3100 Los Angeles, California 90067
We are delighted to have the opportunity to represent Aurelius Global Media Group PLC and Aurelius Media Americas, Inc. in this important matter. We are confident that our team's experience in copyright enforcement, digital media disputes, and entertainment industry litigation will serve Client's interests well. Please do not hesitate to contact me or any member of the engagement team if you have questions about this Letter or any aspect of the engagement.
We look forward to working with you and your team.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Marcus Delgado
Title: Partner, intellectual Property
Date: ________
By: ________
Name: Catherine Bloom
Title: Partner, intellectual Property
Date: ________
ACKNOWLEDGED AND AGREED:
AURELIUS GLOBAL MEDIA GROUP PLC
By: ________
Name: Fiona Hartwell
Title: General Counsel
Date: ________
EXHIBIT A
SCHEDULE OF HOURLY RATES Calderwood & Harkness LLP — Effective Through December 31, 2026 Matter No. 1017-00003
All rates are subject to annual adjustment, typically effective January 1 of each calendar year. Any rate increases will be communicated to Client in writing at least thirty (30) days prior to the effective date. Additional timekeepers assigned to the Matter will be billed at rates consistent with the schedule set forth above, and Client will be notified of such assignments and applicable rates in advance.
EXHIBIT B
PRE-SUIT PHASE BUDGET DETAIL Calderwood & Harkness LLP — Estimated Fees and Firm Costs Matter No. 1017-00003
Note: This budget is an estimate only and is not a cap on fees. Actual fees will depend on the complexity and course of the Matter. This estimate does not include third-party expert costs (see Exhibit C) or out-of-pocket disbursements. The Firm will provide monthly budget-to-actual reports and will notify Client promptly if the estimate is likely to be exceeded by more than 10%.
EXHIBIT C
LIST OF EXPERTS AND ESTIMATED EXPERT COSTS Calderwood & Harkness LLP Matter No. 1017-00003
Note: All expert costs are estimates only and are subject to change based on the scope and complexity of the work required. Expert engagement letters will be executed by the Firm on behalf of Client, with Client's prior written authorization. All experts are retained at the direction of counsel in anticipation of litigation. Expert costs are billed through to Client at cost, without markup.
Timekeeper | Title | Hourly Rate
Marcus Delgado | Partner | $1,350
Catherine Bloom | Partner | $1,275
Wendy Schultz | Senior Associate | $895
Omar Siddiqui | Associate | $725
Paralegals | — | $350 – $450
Expert / Vendor | Services | Estimated Cost
CipherTrace Analytics, LLC | Digital forensics, content fingerprinting, metadata extraction, viewership/traffic analysis, revenue attribution | $175,000
Lexington IP Services, Inc. | U.S. Copyright Office registration verification and chain-of-title searches | $28,500
Hargrove Economic Consulting Group, LLC | Preliminary damages modeling | $95,000
Total Estimated Expert Costs | $298,500
Timekeeper | Title / Position | Hourly Rate (USD)
Marcus Delgado | Partner | $1,350
Catherine Bloom | Partner | $1,275
Wendy Schultz | Senior Associate | $895
Omar Siddiqui | Associate | $725
Senior Paralegals | — | $450
Paralegals | — | $350
Litigation Support Specialists | — | $375
Legal Assistants | — | $250
Task Category | Estimated Hours | Estimated Fees (USD)
Copyright Ownership & Chain-of-Title Analysis (217 titles) | 120 | $97,500
Copyright Registration Verification & Coordination with Lexington IP Services | 35 | $28,000
Digital Forensic Analysis Coordination (CipherTrace Analytics) | 50 | $42,500
Preliminary Damages Modeling Coordination (Hargrove Economic Consulting) | 35 | $30,000
Legal Claims Analysis (Federal Copyright, DMCA, State Claims, Willfulness) | 80 | $68,000
Jurisdictional, Venue, and Statute of Limitations Analysis | 20 | $17,000
Cease-and-Desist / Pre-Suit Demand Letter Preparation (StreamNow, Meridian, FAST sublicensees) | 60 | $52,000
Client Counseling, Strategy, and Internal Memoranda | 55 | $48,000
Initial Settlement Negotiations (30-day response period) | 65 | $57,000
Project Management, Status Reporting, and Budget Administration | 30 | $25,000
Miscellaneous Research and Support | 25 | $20,000
Total Estimated Fees | 575 | $485,000
Expert / Vendor | Contact | Address | Scope of Services | Estimated Cost (USD)
CipherTrace Analytics, LLC | Dr. Nathan Frey, Director, Digital Media Forensics | 2700 Sand Hill Road, Suite 130, Menlo Park, CA 94025 | Digital forensic analysis, content fingerprinting, metadata extraction, viewership/traffic analysis, revenue attribution | $175,000
Lexington IP Services, Inc. | Marissa Chung, Director of Copyright Research | 1625 I Street NW, Suite 400, Washington, DC 20006 | U.S. Copyright Office registration verification and chain-of-title searches (217 titles) | $28,500
Hargrove Economic Consulting Group, LLC | Dr. Elena Vasquez, Ph.D., Economics | 350 South Grand Avenue, Suite 2800, Los Angeles, CA 90071 | Preliminary damages modeling (actual damages, infringer's profits, statutory damages alternatives) | $95,000
Total Estimated Expert Costs | $298,500

CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED

CALDERWOOD & HARKNESS LLP

ACKNOWLEDGED AND AGREED:

AURELIUS GLOBAL MEDIA GROUP PLC

EXHIBIT A

EXHIBIT B

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