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

expert-retention-letter-hargrove.docx DOCUMENT Litigation

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CONFIDENTIAL — ATTORNEY WORK PRODUCT / LITIGATION PRIVILEGE

CALDERWOOD & HARKNESS LLP Attorneys at Law

Los Angeles Office 1999 Avenue of the Stars, Suite 3100 Los Angeles, California 90067 Telephone: (310) 555-7200 Facsimile: (310) 555-7201

New York Office 600 Lexington Avenue New York, New York 10022 Telephone: (212) 555-4800 Facsimile: (212) 555-4801

February 20, 2026

VIA ELECTRONIC MAIL AND FEDEX

Dr. Elena Vasquez, Principal Hargrove Economic Consulting Group, LLC 350 South Grand Avenue, Suite 2800 Los Angeles, California 90071

Re: Engagement of Hargrove Economic Consulting Group, LLC as Damages and Economic Expert Matter: Aurelius Global Media Group PLC — Pre-Suit Copyright Infringement Assessment Calderwood & Harkness Matter No.: 1017-00003 Designation: Confidential — Attorney Work Product / Litigation Privilege

Dear Dr. Vasquez:

We write to formally retain Hargrove Economic Consulting Group, LLC ("Hargrove" or the "Firm") as our damages and economic expert in connection with the matter referenced above. This letter sets forth the terms and conditions of the engagement, the scope of the assignment, and the applicable fee arrangements. We ask that you review this letter carefully and, if the terms are acceptable, execute and return a copy to our office at your earliest convenience so that we may commence work promptly.

1. Purpose of Engagement

Calderwood & Harkness LLP ("Calderwood & Harkness" or "C&H") represents Aurelius Global Media Group PLC ("Aurelius" or "AGMG"), a United Kingdom–headquartered public limited company registered with Companies House under Registration Number 08724561 and listed on the London Stock Exchange's AIM market under the ticker symbol AIM: AGLM. Aurelius is a diversified media conglomerate with fiscal year 2025 revenue of approximately £1.87 billion (approximately $2.36 billion at prevailing exchange rates), operating across film production, television production, content licensing, and digital distribution segments worldwide.

Aurelius conducts its North American operations through its wholly-owned Delaware subsidiary, Aurelius Media Americas, Inc. ("AMA"), which is headquartered at 1900 Avenue of the Stars, Suite 2200, Los Angeles, California 90067. AMA holds and administers a content library of over 4,200 film and television titles, encompassing feature films, television series, documentaries, and short-form content spanning more than three decades of production. This content library represents one of the most commercially significant catalogs in the entertainment industry and is a cornerstone of Aurelius's global licensing and distribution revenue.

Aurelius has retained Calderwood & Harkness to assess and pursue pre-suit copyright infringement claims against StreamNow Holdings, Inc. ("StreamNow"), a Delaware corporation (Delaware Secretary of State File Number 7291843) headquartered at 3400 Wilshire Boulevard, Suite 1800, Los Angeles, California 90010. StreamNow operates a streaming "super-aggregator" platform that licenses, curates, and distributes audiovisual content across multiple tiers—including subscription video-on-demand ("SVOD"), advertising-supported video-on-demand ("AVOD"), and free ad-supported streaming television ("FAST") channels—to consumers in 14 countries across North America, Western Europe, and the Asia-Pacific region. StreamNow is privately held, with majority ownership of approximately 62% on a fully diluted basis held by Pinnacle Ventures Fund III, LP, a growth-stage venture capital fund managed by Pinnacle Ventures Management III, LLC, following a $145 million Series C investment completed in June 2022. StreamNow's estimated fiscal year 2025 revenue is approximately $312 million.

In light of the foregoing, Calderwood & Harkness seeks to retain Hargrove as a damages and economic expert to develop, refine, and ultimately support the quantification of damages arising from StreamNow's alleged unauthorized reproduction, distribution, and public performance of Aurelius-owned audiovisual content. Hargrove is being retained at the direction of counsel for purposes of anticipated litigation in the United States District Court for the Central District of California, Los Angeles Division. While the matter is currently in the pre-suit assessment phase, we anticipate that formal litigation may be commenced as early as the second quarter of 2026, and Hargrove's work product must be developed with the understanding that it may ultimately be presented in a federal court proceeding.

2. Background Facts

The following summary of relevant background facts is provided to orient Hargrove to the matter and to inform the scope of work described in Section 3 below. Additional facts, documents, and data will be supplied on a rolling basis as the engagement progresses.

2.1 Nature of the Alleged Infringement. Aurelius alleges that StreamNow has, without authorization, reproduced, distributed, and publicly performed 217 Aurelius-owned audiovisual works through StreamNow's streaming platform and through content bundles sublicensed by StreamNow to third-party FAST channel operators. The 217 works at issue comprise 142 feature films and 75 television series encompassing a total of 1,038 individual episodes. The affected content spans multiple genres, including action, drama, thriller, comedy, and period drama, and includes some of Aurelius's most commercially valuable franchises and award-winning properties.

2.2 Key Franchises and Properties Affected. Among the most commercially significant properties affected by the alleged infringement are the following:

(a) The Meridian franchise, consisting of six feature films released between 2011 and 2023, which have generated a combined global theatrical box office of approximately $1.43 billion, exclusive of home entertainment, merchandising, and licensing revenue;

(b) The Iron Compass television series, consisting of four seasons totaling 48 episodes, which has averaged approximately 9.2 million viewers per episode in the United Kingdom during its initial broadcast windows, making it one of the highest-rated original drama series on British television in the past decade; and

(c) The Thornfield period drama catalog, consisting of 12 individual titles spanning feature films and limited series, which has collectively won seven British Academy of Film and Television Arts ("BAFTA") awards and has been recognized as one of the premier period drama collections in the global content market.

These franchises and properties serve not only as significant revenue generators in their own right but also as anchor content that enhances the value of Aurelius's broader catalog in licensing negotiations with authorized platforms.

2.3 Infringement Period. The infringement period at issue spans approximately 22 months, from April 1, 2024 through January 31, 2026. During this period, the 217 Aurelius-owned works were made available to StreamNow subscribers and, through sublicensing arrangements, to viewers of third-party FAST channels, without Aurelius's authorization or consent.

2.4 StreamNow's Claimed Source of Rights. StreamNow claims that it obtained the right to distribute the Aurelius content through a sublicense from Meridian Digital Distributors, LLC ("MDD"), a California limited liability company (California Secretary of State File Number 202115729430) formed in late 2021. MDD was founded by Franklin Ogilvie, a former mid-level licensing manager at Aurelius Media Americas, Inc. Mr. Ogilvie's employment with AMA was terminated on June 30, 2021, following an internal investigation that uncovered irregularities in his management of certain licensing files. Aurelius's records confirm unequivocally that it never granted MDD any license, sublicense, distribution authority, or other rights with respect to any Aurelius-owned content. The purported MDD–StreamNow Content Distribution Agreement, dated March 15, 2024, appears to have been executed without any underlying grant of rights from the copyright holder. Calderwood & Harkness is investigating potential claims against Mr. Ogilvie and MDD in addition to the claims against StreamNow.

2.5 StreamNow's Sublicensing to Third-Party FAST Channel Operators. In addition to making Aurelius content available directly on the StreamNow platform, StreamNow sublicensed content bundles containing Aurelius-owned works to four third-party FAST channel operators:

(a) Brindoval Channel Networks, Inc., a corporation headquartered in Dallas, Texas;

(b) BrightLoop Media, LLC, a limited liability company headquartered in Miami, Florida;

(d) Pacific Lantern Digital Pty Ltd, a proprietary limited company headquartered in Sydney, New South Wales, Australia.

The scope of downstream distribution through these four sublicensees is being investigated, and additional data regarding their revenues and viewership will be provided to Hargrove as it becomes available.

2.6 Copyright Registration Status. Of the 217 Aurelius-owned titles at issue, 189 have timely U.S. copyright registrations—that is, registrations filed prior to the commencement of the infringement or within three months of first publication—making them eligible for statutory damages and attorneys' fees under 17 U.S.C. §§ 504(c) and 505. The remaining 28 titles have late registrations, filed between May 2024 and October 2025, and are therefore eligible only for actual damages and the infringer's profits under 17 U.S.C. § 504(b). A comprehensive copyright registration summary has been prepared by Lexington IP Services, Inc., under the direction of Marissa Chung, Director of Copyright Research, and will be provided to Hargrove as part of the initial data package.

2.7 Digital Forensics Expert. Calderwood & Harkness has separately retained CipherTrace Analytics, LLC, under the direction of Dr. Nathan Frey, as a digital forensics expert. CipherTrace has conducted content fingerprinting, viewership data analysis, traffic analysis, and revenue attribution modeling that will form a primary data source for Hargrove's economic analysis. The CipherTrace preliminary findings report and underlying data sets will be provided to Hargrove upon execution of this engagement letter.

3. Scope of Engagement

The scope of Hargrove's engagement encompasses the following analyses and assignments, each of which is described in greater detail below. Calderwood & Harkness reserves the right to modify, expand, or narrow the scope of engagement as the matter develops, subject to mutual agreement on any corresponding adjustments to fees and timelines.

3.1 Preliminary Damages Modeling for Pre-Suit Demand

Hargrove's initial assignment is to develop a preliminary damages model sufficient to support the formal cease-and-desist and demand letter that Calderwood & Harkness intends to serve on StreamNow in March 2026. The preliminary damages model must be analytically rigorous, grounded in reliable data and accepted economic methodologies, and defensible in the event that it is later scrutinized by opposing counsel or experts. The model should be structured in a manner that permits efficient refinement and updating as additional data becomes available during any subsequent pre-litigation or litigation phase.

3.2 Actual Damages Analysis — Lost Licensing Revenue

Hargrove shall analyze Aurelius's actual damages in the form of lost licensing revenue—that is, the fair market value of a hypothetical license that a willing licensor and willing licensee would have negotiated for the 217 titles at issue across the relevant territories over the 22-month infringement period, assuming arm's-length negotiations between the parties.

In conducting this analysis, Hargrove shall examine and utilize Aurelius's existing licensing agreements with authorized platforms as comparable transactions. These agreements cover similar content categories, territories, and distribution windows, and provide a market-based foundation for valuing the rights that StreamNow exploited without authorization. Calderwood & Harkness will provide Hargrove with a representative sample of these agreements, subject to appropriate redactions and confidentiality protections.

Based on Calderwood & Harkness's preliminary internal assessment, the estimated lost licensing revenue is approximately $14.2 million. Hargrove is directed to independently validate, refine, or revise this estimate using market data, Aurelius's complete licensing history, industry benchmarks published by recognized sources, and any other relevant information. Hargrove should be prepared to explain and defend the methodology and assumptions underlying its lost licensing revenue calculation.

3.3 Infringer's Profits Analysis

Hargrove shall analyze StreamNow's revenues and profits reasonably attributable to the infringing content, utilizing data provided by CipherTrace Analytics, publicly available financial information, and any additional financial data obtained through pre-suit investigation or, if the matter proceeds to litigation, through formal discovery.

CipherTrace Analytics' refined revenue attribution model has identified three categories of StreamNow revenue attributable to the Aurelius-owned content:

(a) Subscription revenue allocable to Aurelius titles: Approximately $22.4 million over the infringement period. This figure is derived from CipherTrace's viewership share analysis, which determined that Aurelius titles constituted approximately 7.18% of total StreamNow streams during the relevant period. CipherTrace applied premium-tier weighting adjustments to account for the disproportionate concentration of Aurelius titles among StreamNow's higher-priced subscription tiers.

(b) Advertising revenue allocable to Aurelius titles (AVOD tier): Approximately $9.7 million. This figure represents the advertising revenue generated during streams of Aurelius-owned content on StreamNow's ad-supported tier, as identified through CipherTrace's ad-impression tracking and revenue reconciliation analysis.

(c) Sublicensing fees received by StreamNow from FAST channel operators: Approximately $6.5 million. This figure represents the fees paid to StreamNow by the four identified FAST channel sublicensees (Brindoval Channel Networks, BrightLoop Media, Velvet Stream Partners, and Pacific Lantern Digital) for content bundles that included Aurelius-owned titles, allocated to the Aurelius content based on CipherTrace's bundle composition analysis.

The total attributable revenue across these three categories is approximately $38.6 million.

Under 17 U.S.C. § 504(b), the copyright owner is required to present proof only of the infringer's gross revenue, and it is the defendant's burden to prove its deductible expenses and the elements of profit attributable to factors other than the copyrighted work. Hargrove shall analyze StreamNow's likely deductible expense claims under this framework, evaluate the reasonableness and propriety of any cost or expense deductions StreamNow may assert, and prepare to rebut or critique such claims. Hargrove's analysis should address, among other things, the appropriate treatment of StreamNow's content acquisition costs (including payments to MDD), platform operating expenses, marketing and subscriber acquisition costs, and overhead allocations.

3.4 Apportionment to Avoid Double-Counting

Under 17 U.S.C. § 504(b), the copyright owner is entitled to recover "the actual damages suffered by him or her as a result of the infringement, and any profits of the infringer that are attributable to the infringement and are not taken into account in computing the actual damages." The statute thus permits the copyright owner to recover both actual damages and infringer's profits, but only to the extent that the two components do not overlap. Proper apportionment is essential to ensure that the combined damages figure is legally supportable and not subject to a defense of double-counting.

Hargrove shall develop a rigorous apportionment methodology that combines the lost licensing revenue component (preliminarily estimated at $14.2 million) and the infringer's profits component (preliminarily estimated at $38.6 million in gross attributable revenue) while eliminating any overlap or double-counting between the two. This methodology should be clearly articulated, economically sound, and consistent with the case law interpreting Section 504(b), including Frank Music Corp. v. Metro-Goldwyn-Mayer, Inc., 772 F.2d 505 (9th Cir. 1985), and subsequent Ninth Circuit authority.

Based on Calderwood & Harkness's preliminary assessment, the estimated net recoverable damages after apportionment is approximately $41.3 million. Hargrove is directed to independently validate, refine, or revise this net figure, and to be prepared to explain how the apportionment methodology eliminates double-counting while maximizing Aurelius's lawful recovery.

3.5 Statutory Damages Comparison

As an alternative damages theory, 17 U.S.C. § 504(c)(2) provides for statutory damages of up to $150,000 per work infringed where the infringement is found to be willful. Calderwood & Harkness intends to assert that StreamNow's conduct was willful, based on StreamNow's failure to conduct adequate due diligence regarding MDD's authority to grant distribution rights, among other factors.

For the 189 timely-registered works that are eligible for statutory damages, the maximum statutory damages award would be 189 × $150,000 = $28,350,000. If all 217 works were eligible (which they are not, given the 28 late registrations), the theoretical maximum would be 217 × $150,000 = $32,550,000. The 28 late-registered works remain eligible only for actual damages and profits under Section 504(b).

Hargrove shall compare the actual damages and infringer's profits theory against the statutory damages alternative and advise Calderwood & Harkness on which approach maximizes Aurelius's total monetary recovery. In conducting this analysis, Hargrove should consider the relative certainty and evidentiary burdens associated with each theory, the risk-adjusted expected value of each approach at trial, and the strategic implications for pre-suit demand negotiations. Where appropriate, Hargrove shall prepare a supporting analysis demonstrating that the actual damages plus infringer's profits approach is the superior theory, and setting forth the economic rationale for that recommendation.

3.6 Additional Analyses

In addition to the core analyses described above, Hargrove may be asked to perform the following supplemental analyses as the engagement progresses:

(a) Downstream FAST Channel Revenue Analysis. To the extent data becomes available regarding the downstream revenues earned by the four identified FAST channel sublicensees (Brindoval Channel Networks, BrightLoop Media, Velvet Stream Partners, and Pacific Lantern Digital) that are attributable to Aurelius-owned content, Hargrove shall analyze such data and incorporate it into the damages model as appropriate.

(b) Licensing Leverage Impact Assessment. Hargrove shall assess the impact that StreamNow's unauthorized availability of Aurelius content had on Aurelius's licensing leverage and bargaining position with authorized platforms. This analysis may include an examination of whether the unauthorized availability of Aurelius content on StreamNow's platform depressed the prices that Aurelius was able to obtain in contemporaneous licensing negotiations with legitimate platforms, and may support a potential tortious interference with business relations claim.

(c) Sensitivity Analyses and Alternative Scenarios. Hargrove shall prepare sensitivity analyses and alternative scenario modeling as requested by counsel, including analyses that vary key assumptions regarding discount rates, comparable license valuations, viewership share calculations, and cost deduction methodologies.

4. Deliverables

Hargrove shall prepare and deliver the following work product in connection with this engagement:

(a) Preliminary Damages Report. A preliminary damages report, suitable for use in formulating the pre-suit demand letter and supporting Calderwood & Harkness's assessment of the damages exposure, shall be delivered on or before March 7, 2026. This report should set forth Hargrove's preliminary damages conclusions, the methodologies employed, the data sources relied upon, and the key assumptions underlying the analysis.

(b) Updated/Refined Damages Model. Upon receipt of additional discovery materials, financial data, or other relevant information during any pre-litigation or litigation phase, Hargrove shall update and refine the damages model as necessary to reflect the most current available data and to respond to any new information or arguments raised by StreamNow or its experts.

(c) Expert Report(s). If the matter proceeds to litigation and Hargrove is designated as a testifying expert, Hargrove shall prepare one or more expert reports that comply with the requirements of Federal Rule of Civil Procedure 26(a)(2)(B), including a complete statement of all opinions to be expressed and the basis and reasons therefor, the facts or data considered in forming those opinions, any exhibits to be used in support, a list of all cases in which Hargrove has testified as an expert during the preceding four years, and a statement of compensation.

(d) Deposition and Trial Testimony. Hargrove shall make itself available for deposition and trial testimony if required, subject to reasonable scheduling accommodations and the supplemental engagement terms described in Section 6 below.

5. Information and Data Sources

Calderwood & Harkness will provide Hargrove with the following categories of information and data to support the analyses described in Section 3:

(a) CipherTrace Analytics Forensic Analysis. The forensic analysis report prepared by CipherTrace Analytics, LLC, under the direction of Dr. Nathan Frey, together with the underlying data sets, including content fingerprinting results, viewership data, web traffic analysis, and revenue attribution calculations.

(b) Aurelius Licensing Agreements. Aurelius's licensing agreements with authorized distribution platforms, which will serve as the basis for the comparable license analysis. These agreements will be produced in redacted form where necessary to protect commercially sensitive terms relating to non-party licensees.

(c) Aurelius Financial Records and Content Revenue Data. Aurelius's financial records and content revenue data, to be provided by or coordinated with Aurelius's independent auditors, Whitmore & Pryce LLP, including revenue breakdowns by title, franchise, territory, and distribution window.

(d) Copyright Registration Summary. A comprehensive copyright registration summary covering all 217 titles at issue, prepared by Lexington IP Services, Inc., under the direction of Marissa Chung, Director of Copyright Research. This summary identifies the registration number, registration date, publication date, and eligibility status (timely vs. late registration) for each title.

(e) Purported MDD–StreamNow Agreement. The purported MDD–StreamNow Content Distribution Agreement dated March 15, 2024, together with all related correspondence, amendments, and schedules, which will provide Hargrove with insight into the terms under which StreamNow claims to have acquired distribution rights.

(f) StreamNow Financial Information. Publicly available financial information regarding StreamNow Holdings, Inc., including its estimated fiscal year 2025 revenue of approximately $312 million, its investor disclosures, and any publicly filed documents.

(g) Additional Materials. Such additional documents, data sets, interrogatory responses, deposition transcripts, or other materials as they become available during the course of the engagement.

Calderwood & Harkness will endeavor to provide materials in an organized and accessible format, and will designate a primary point of contact for data requests and questions. Hargrove should direct all requests for additional information to Wendy Schultz, Senior Associate, at wschultz@calderwoodharkness.com or (310) 555-7245.

6. Fees and Expenses

6.1 Pre-Suit Phase Fee Estimate. The estimated total fee for the preliminary damages analysis during the pre-suit phase of this engagement is $95,000. This estimate is based on the scope of work described in Sections 3.1 through 3.5 above and assumes timely receipt of the data and materials described in Section 5. Calderwood & Harkness acknowledges that this estimate is subject to revision if the scope of work is materially expanded, if the volume of data to be analyzed significantly exceeds current expectations, or if unforeseen complexities arise.

6.2 Billing Basis. Hargrove will bill on a time-and-materials basis at Hargrove's standard professional rates, which Calderwood & Harkness has reviewed and accepted. Invoices shall be submitted on a monthly basis and shall include a description of the work performed, the identity of each professional who performed the work, the number of hours billed by each professional, the applicable hourly rate, and a summary of reimbursable expenses.

6.3 Invoice Submission. All invoices shall be directed to:

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

Attn: Catherine Bloom, Billing Partner

Reference: Matter No. 1017-00003

Payment shall be made within thirty (30) days of receipt of each invoice.

6.4 Expenses. Reasonable out-of-pocket expenses incurred by Hargrove in connection with this engagement, including but not limited to travel, data acquisition, and the use of specialized software or databases, shall be reimbursed at cost. Any individual expense item exceeding $2,500 shall require prior written approval from Calderwood & Harkness before being incurred.

6.5 Litigation Phase. If the matter proceeds to litigation, fees for expert report preparation, deposition preparation and testimony, trial preparation and testimony, and any related work will be addressed under a supplemental engagement letter or a written amendment to this letter. Calderwood & Harkness will negotiate such supplemental terms with Hargrove in good faith at the appropriate time.

6.6 Payment Responsibility. Calderwood & Harkness LLP, on behalf of its client Aurelius Global Media Group PLC, will be responsible for payment of all fees and expenses incurred under this engagement letter. For informational purposes, the estimated pre-suit phase budget for all expert costs and legal fees in this matter is approximately $485,000, of which Hargrove's portion is the $95,000 referenced above.

7. Confidentiality

7.1 Confidential Information. All information, documents, data, analyses, communications, and materials of any kind provided to Hargrove in connection with this engagement, or generated by Hargrove in the course of this engagement (collectively, "Confidential Information"), are strictly confidential and shall be treated as such by Hargrove and all of its employees, agents, and subcontractors who have access to such materials.

7.2 Non-Disclosure. Hargrove shall not disclose any Confidential Information to any third party without the prior written consent of Calderwood & Harkness. This obligation extends to the existence and terms of this engagement, the identity of the client, and the nature and substance of the underlying matter.

7.3 Safeguards. Hargrove shall implement and maintain appropriate administrative, technical, and physical safeguards to protect the security and confidentiality of all Confidential Information, including electronic data. At a minimum, electronic files shall be stored on encrypted, access-controlled systems, and physical documents shall be maintained in secured facilities with access limited to authorized personnel.

7.4 Return or Destruction of Materials. Upon termination of the engagement, or upon Calderwood & Harkness's written request at any time, Hargrove shall, at Calderwood & Harkness's direction, either (a) return all Confidential Information and all copies thereof to Calderwood & Harkness, or (b) destroy all Confidential Information and all copies thereof and provide Calderwood & Harkness with a written certification of destruction. Notwithstanding the foregoing, Hargrove may retain one archival copy of its own work product solely for professional liability and regulatory compliance purposes, subject to the continuing confidentiality obligations set forth herein.

8. Privilege and Work Product Protection

8.1 Retention at Direction of Counsel. Hargrove is being retained at the direction of counsel in anticipation of litigation. The engagement is undertaken for the purpose of assisting Calderwood & Harkness in rendering legal advice to its client and in preparing for anticipated litigation.

8.2 Privileged Communications and Work Product. All communications between Hargrove and Calderwood & Harkness, and all work product prepared by Hargrove in connection with this engagement, including but not limited to draft and final reports, memoranda, analyses, models, spreadsheets, notes, and correspondence, are intended to be protected by the attorney-client privilege, the work product doctrine, and/or the litigation privilege to the fullest extent permitted by applicable law. Hargrove acknowledges the importance of maintaining these protections and agrees to cooperate fully in preserving them.

8.3 Restrictions on Communications. Hargrove shall not communicate regarding this engagement, the underlying matter, or any aspect of its work with any party other than Calderwood & Harkness and authorized representatives of Aurelius without the prior written approval of Calderwood & Harkness. In particular, Hargrove shall not communicate with StreamNow, MDD, Franklin Ogilvie, any of the identified FAST channel sublicensees, or their respective counsel or representatives.

8.4 Testifying Expert Designation. In the event that Hargrove is designated as a testifying expert under Federal Rule of Civil Procedure 26(a)(2), the scope of materials discoverable by opposing parties may change in accordance with Fed. R. Civ. P. 26(a)(2) and (b)(4). Specifically, a testifying expert's report must disclose the facts or data considered in forming the expert's opinions, and draft reports and attorney-expert communications related to the expert's opinions may be discoverable under certain circumstances as amended by the 2010 amendments to Rule 26. Calderwood & Harkness will advise Hargrove promptly of any such designation and will provide guidance regarding document preservation and communication protocols at that time.

9. Conflicts of Interest

9.1 Representations and Warranties. Hargrove represents and warrants that, as of the date of this letter, it has no current engagement, client relationship, business affiliation, financial interest, or other relationship with any of the following entities or individuals that would create an actual or potential conflict of interest with respect to this engagement:

(a) StreamNow Holdings, Inc.;

(b) Meridian Digital Distributors, LLC;

(d) Pinnacle Ventures Fund III, LP;

(e) Pinnacle Ventures Management III, LLC;

(f) Grantham Roth & Pearce LLP (counsel to StreamNow);

(g) Brindoval Channel Networks, Inc.;

(h) BrightLoop Media, LLC;

(i) Velvet Stream Partners, LP; and

(j) Pacific Lantern Digital Pty Ltd.

9.2 Ongoing Obligation. Hargrove agrees to promptly notify Calderwood & Harkness in writing if any actual or potential conflict of interest arises during the course of the engagement, including but not limited to any inquiry, engagement offer, or business relationship involving any of the entities or individuals listed above. Upon such notification, Calderwood & Harkness and Hargrove will confer in good faith to determine whether the conflict can be resolved or whether termination of the engagement is required.

10. Term and Termination

10.1 Commencement and Duration. This engagement commences upon the execution of this letter by both parties and continues through completion of the pre-suit phase, which is estimated to extend through May 2026, encompassing the anticipated settlement negotiation window. If the matter proceeds to litigation, the engagement may be extended by mutual agreement, subject to supplemental terms as described in Section 6.5 above.

10.2 Termination. Either party may terminate this engagement upon thirty (30) days' prior written notice to the other party. Termination shall not affect any rights or obligations that have accrued prior to the effective date of termination.

10.3 Compensation Upon Termination. Upon termination, Hargrove shall be entitled to compensation for all work performed and all expenses incurred through the effective date of termination, in accordance with the fee and expense provisions set forth in Section 6.

10.4 Survival. The obligations of confidentiality set forth in Section 7 and the privilege and work product protections set forth in Section 8 shall survive the termination of this engagement and shall continue in full force and effect indefinitely.

11. Independent Contractor Status

Hargrove is engaged as an independent contractor and not as an employee, agent, partner, or joint venturer of Calderwood & Harkness LLP or Aurelius Global Media Group PLC. Nothing in this engagement letter shall be construed to create an employment relationship, agency, partnership, or joint venture between the parties. Hargrove retains full control over the manner and means of performing its work under this engagement, subject to counsel's direction as to the scope, timing, and objectives of the analyses to be performed. Hargrove shall be solely responsible for all taxes, insurance, and benefits applicable to its personnel and operations.

12. Governing Law

This engagement letter and any disputes arising out of or relating to this engagement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in Los Angeles County, California, for the resolution of any disputes arising under this letter.

13. Acceptance and Execution

If the foregoing terms are acceptable, please sign and return a copy of this letter to the undersigned at your earliest convenience. Upon execution by both parties, this letter shall constitute the binding agreement between Calderwood & Harkness LLP (on behalf of itself and its client, Aurelius Global Media Group PLC) and Hargrove Economic Consulting Group, LLC, with respect to the engagement described herein.

We look forward to working with you and the Hargrove team on this important matter. Please do not hesitate to contact me directly at (310) 555-7218 or mdelgado@calderwoodharkness.com if you have any questions regarding this letter or the engagement.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Marcus Delgado

Title: Partner, intellectual Property

Calderwood & Harkness LLP On behalf of the Firm and its client, Aurelius Global Media Group PLC

Date: ________

ACCEPTED AND AGREED:

HARGROVE ECONOMIC CONSULTING GROUP, LLC

By: ________

Name: Dr. Elena Vasquez

Title: Principal

Hargrove Economic Consulting Group, LLC

Date: ________

Enclosures: Initial data package (CipherTrace Analytics preliminary findings report, copyright registration summary prepared by Lexington IP Services, Inc., and sample Aurelius licensing agreements) to be transmitted under separate cover upon execution of this letter.

cc: Fiona Hartwell, General Counsel, Aurelius Global Media Group PLC Catherine Bloom, Partner, Calderwood & Harkness LLP Wendy Schultz, Senior Associate, Calderwood & Harkness LLP

CONFIDENTIAL — ATTORNEY WORK PRODUCT / LITIGATION PRIVILEGE
CALDERWOOD & HARKNESS LLP Attorneys at Law
Los Angeles Office 1999 Avenue of the Stars, Suite 3100 Los Angeles, California 90067 Telephone: (310) 555-7200 Facsimile: (310) 555-7201
New York Office 600 Lexington Avenue New York, New York 10022 Telephone: (212) 555-4800 Facsimile: (212) 555-4801
February 20, 2026
VIA ELECTRONIC MAIL AND FEDEX
Dr. Elena Vasquez, Principal Hargrove Economic Consulting Group, LLC 350 South Grand Avenue, Suite 2800 Los Angeles, California 90071
Re: Engagement of Hargrove Economic Consulting Group, LLC as Damages and Economic Expert Matter: Aurelius Global Media Group PLC — Pre-Suit Copyright Infringement Assessment Calderwood & Harkness Matter No.: 1017-00003 Designation: Confidential — Attorney Work Product / Litigation Privilege
Dear Dr. Vasquez:
We write to formally retain Hargrove Economic Consulting Group, LLC ("Hargrove" or the "Firm") as our damages and economic expert in connection with the matter referenced above. This letter sets forth the terms and conditions of the engagement, the scope of the assignment, and the applicable fee arrangements. We ask that you review this letter carefully and, if the terms are acceptable, execute and return a copy to our office at your earliest convenience so that we may commence work promptly.
1. Purpose of Engagement
Calderwood & Harkness LLP ("Calderwood & Harkness" or "C&H") represents Aurelius Global Media Group PLC ("Aurelius" or "AGMG"), a United Kingdom–headquartered public limited company registered with Companies House under Registration Number 08724561 and listed on the London Stock Exchange's AIM market under the ticker symbol AIM: AGLM. Aurelius is a diversified media conglomerate with fiscal year 2025 revenue of approximately £1.87 billion (approximately $2.36 billion at prevailing exchange rates), operating across film production, television production, content licensing, and digital distribution segments worldwide.
Aurelius conducts its North American operations through its wholly-owned Delaware subsidiary, Aurelius Media Americas, Inc. ("AMA"), which is headquartered at 1900 Avenue of the Stars, Suite 2200, Los Angeles, California 90067. AMA holds and administers a content library of over 4,200 film and television titles, encompassing feature films, television series, documentaries, and short-form content spanning more than three decades of production. This content library represents one of the most commercially significant catalogs in the entertainment industry and is a cornerstone of Aurelius's global licensing and distribution revenue.
Aurelius has retained Calderwood & Harkness to assess and pursue pre-suit copyright infringement claims against StreamNow Holdings, Inc. ("StreamNow"), a Delaware corporation (Delaware Secretary of State File Number 7291843) headquartered at 3400 Wilshire Boulevard, Suite 1800, Los Angeles, California 90010. StreamNow operates a streaming "super-aggregator" platform that licenses, curates, and distributes audiovisual content across multiple tiers—including subscription video-on-demand ("SVOD"), advertising-supported video-on-demand ("AVOD"), and free ad-supported streaming television ("FAST") channels—to consumers in 14 countries across North America, Western Europe, and the Asia-Pacific region. StreamNow is privately held, with majority ownership of approximately 62% on a fully diluted basis held by Pinnacle Ventures Fund III, LP, a growth-stage venture capital fund managed by Pinnacle Ventures Management III, LLC, following a $145 million Series C investment completed in June 2022. StreamNow's estimated fiscal year 2025 revenue is approximately $312 million.
In light of the foregoing, Calderwood & Harkness seeks to retain Hargrove as a damages and economic expert to develop, refine, and ultimately support the quantification of damages arising from StreamNow's alleged unauthorized reproduction, distribution, and public performance of Aurelius-owned audiovisual content. Hargrove is being retained at the direction of counsel for purposes of anticipated litigation in the United States District Court for the Central District of California, Los Angeles Division. While the matter is currently in the pre-suit assessment phase, we anticipate that formal litigation may be commenced as early as the second quarter of 2026, and Hargrove's work product must be developed with the understanding that it may ultimately be presented in a federal court proceeding.
2. Background Facts
The following summary of relevant background facts is provided to orient Hargrove to the matter and to inform the scope of work described in Section 3 below. Additional facts, documents, and data will be supplied on a rolling basis as the engagement progresses.
2.1 Nature of the Alleged Infringement. Aurelius alleges that StreamNow has, without authorization, reproduced, distributed, and publicly performed 217 Aurelius-owned audiovisual works through StreamNow's streaming platform and through content bundles sublicensed by StreamNow to third-party FAST channel operators. The 217 works at issue comprise 142 feature films and 75 television series encompassing a total of 1,038 individual episodes. The affected content spans multiple genres, including action, drama, thriller, comedy, and period drama, and includes some of Aurelius's most commercially valuable franchises and award-winning properties.
2.2 Key Franchises and Properties Affected. Among the most commercially significant properties affected by the alleged infringement are the following:
(a) The Meridian franchise, consisting of six feature films released between 2011 and 2023, which have generated a combined global theatrical box office of approximately $1.43 billion, exclusive of home entertainment, merchandising, and licensing revenue;
(b) The Iron Compass television series, consisting of four seasons totaling 48 episodes, which has averaged approximately 9.2 million viewers per episode in the United Kingdom during its initial broadcast windows, making it one of the highest-rated original drama series on British television in the past decade; and
(c) The Thornfield period drama catalog, consisting of 12 individual titles spanning feature films and limited series, which has collectively won seven British Academy of Film and Television Arts ("BAFTA") awards and has been recognized as one of the premier period drama collections in the global content market.
These franchises and properties serve not only as significant revenue generators in their own right but also as anchor content that enhances the value of Aurelius's broader catalog in licensing negotiations with authorized platforms.
2.3 Infringement Period. The infringement period at issue spans approximately 22 months, from April 1, 2024 through January 31, 2026. During this period, the 217 Aurelius-owned works were made available to StreamNow subscribers and, through sublicensing arrangements, to viewers of third-party FAST channels, without Aurelius's authorization or consent.
2.4 StreamNow's Claimed Source of Rights. StreamNow claims that it obtained the right to distribute the Aurelius content through a sublicense from Meridian Digital Distributors, LLC ("MDD"), a California limited liability company (California Secretary of State File Number 202115729430) formed in late 2021. MDD was founded by Franklin Ogilvie, a former mid-level licensing manager at Aurelius Media Americas, Inc. Mr. Ogilvie's employment with AMA was terminated on June 30, 2021, following an internal investigation that uncovered irregularities in his management of certain licensing files. Aurelius's records confirm unequivocally that it never granted MDD any license, sublicense, distribution authority, or other rights with respect to any Aurelius-owned content. The purported MDD–StreamNow Content Distribution Agreement, dated March 15, 2024, appears to have been executed without any underlying grant of rights from the copyright holder. Calderwood & Harkness is investigating potential claims against Mr. Ogilvie and MDD in addition to the claims against StreamNow.
2.5 StreamNow's Sublicensing to Third-Party FAST Channel Operators. In addition to making Aurelius content available directly on the StreamNow platform, StreamNow sublicensed content bundles containing Aurelius-owned works to four third-party FAST channel operators:
(a) Brindoval Channel Networks, Inc., a corporation headquartered in Dallas, Texas;
(b) BrightLoop Media, LLC, a limited liability company headquartered in Miami, Florida;
(c) Velvet Stream Partners, LP, a limited partnership headquartered in Toronto, Ontario, Canada; and
(d) Pacific Lantern Digital Pty Ltd, a proprietary limited company headquartered in Sydney, New South Wales, Australia.
The scope of downstream distribution through these four sublicensees is being investigated, and additional data regarding their revenues and viewership will be provided to Hargrove as it becomes available.
2.6 Copyright Registration Status. Of the 217 Aurelius-owned titles at issue, 189 have timely U.S. copyright registrations—that is, registrations filed prior to the commencement of the infringement or within three months of first publication—making them eligible for statutory damages and attorneys' fees under 17 U.S.C. §§ 504(c) and 505. The remaining 28 titles have late registrations, filed between May 2024 and October 2025, and are therefore eligible only for actual damages and the infringer's profits under 17 U.S.C. § 504(b). A comprehensive copyright registration summary has been prepared by Lexington IP Services, Inc., under the direction of Marissa Chung, Director of Copyright Research, and will be provided to Hargrove as part of the initial data package.
2.7 Digital Forensics Expert. Calderwood & Harkness has separately retained CipherTrace Analytics, LLC, under the direction of Dr. Nathan Frey, as a digital forensics expert. CipherTrace has conducted content fingerprinting, viewership data analysis, traffic analysis, and revenue attribution modeling that will form a primary data source for Hargrove's economic analysis. The CipherTrace preliminary findings report and underlying data sets will be provided to Hargrove upon execution of this engagement letter.
3. Scope of Engagement
The scope of Hargrove's engagement encompasses the following analyses and assignments, each of which is described in greater detail below. Calderwood & Harkness reserves the right to modify, expand, or narrow the scope of engagement as the matter develops, subject to mutual agreement on any corresponding adjustments to fees and timelines.
3.1 Preliminary Damages Modeling for Pre-Suit Demand
Hargrove's initial assignment is to develop a preliminary damages model sufficient to support the formal cease-and-desist and demand letter that Calderwood & Harkness intends to serve on StreamNow in March 2026. The preliminary damages model must be analytically rigorous, grounded in reliable data and accepted economic methodologies, and defensible in the event that it is later scrutinized by opposing counsel or experts. The model should be structured in a manner that permits efficient refinement and updating as additional data becomes available during any subsequent pre-litigation or litigation phase.
3.2 Actual Damages Analysis — Lost Licensing Revenue
Hargrove shall analyze Aurelius's actual damages in the form of lost licensing revenue—that is, the fair market value of a hypothetical license that a willing licensor and willing licensee would have negotiated for the 217 titles at issue across the relevant territories over the 22-month infringement period, assuming arm's-length negotiations between the parties.
In conducting this analysis, Hargrove shall examine and utilize Aurelius's existing licensing agreements with authorized platforms as comparable transactions. These agreements cover similar content categories, territories, and distribution windows, and provide a market-based foundation for valuing the rights that StreamNow exploited without authorization. Calderwood & Harkness will provide Hargrove with a representative sample of these agreements, subject to appropriate redactions and confidentiality protections.
Based on Calderwood & Harkness's preliminary internal assessment, the estimated lost licensing revenue is approximately $14.2 million. Hargrove is directed to independently validate, refine, or revise this estimate using market data, Aurelius's complete licensing history, industry benchmarks published by recognized sources, and any other relevant information. Hargrove should be prepared to explain and defend the methodology and assumptions underlying its lost licensing revenue calculation.
3.3 Infringer's Profits Analysis
Hargrove shall analyze StreamNow's revenues and profits reasonably attributable to the infringing content, utilizing data provided by CipherTrace Analytics, publicly available financial information, and any additional financial data obtained through pre-suit investigation or, if the matter proceeds to litigation, through formal discovery.
CipherTrace Analytics' refined revenue attribution model has identified three categories of StreamNow revenue attributable to the Aurelius-owned content:
(a) Subscription revenue allocable to Aurelius titles: Approximately $22.4 million over the infringement period. This figure is derived from CipherTrace's viewership share analysis, which determined that Aurelius titles constituted approximately 7.18% of total StreamNow streams during the relevant period. CipherTrace applied premium-tier weighting adjustments to account for the disproportionate concentration of Aurelius titles among StreamNow's higher-priced subscription tiers.
(b) Advertising revenue allocable to Aurelius titles (AVOD tier): Approximately $9.7 million. This figure represents the advertising revenue generated during streams of Aurelius-owned content on StreamNow's ad-supported tier, as identified through CipherTrace's ad-impression tracking and revenue reconciliation analysis.
(c) Sublicensing fees received by StreamNow from FAST channel operators: Approximately $6.5 million. This figure represents the fees paid to StreamNow by the four identified FAST channel sublicensees (Brindoval Channel Networks, BrightLoop Media, Velvet Stream Partners, and Pacific Lantern Digital) for content bundles that included Aurelius-owned titles, allocated to the Aurelius content based on CipherTrace's bundle composition analysis.
The total attributable revenue across these three categories is approximately $38.6 million.
Under 17 U.S.C. § 504(b), the copyright owner is required to present proof only of the infringer's gross revenue, and it is the defendant's burden to prove its deductible expenses and the elements of profit attributable to factors other than the copyrighted work. Hargrove shall analyze StreamNow's likely deductible expense claims under this framework, evaluate the reasonableness and propriety of any cost or expense deductions StreamNow may assert, and prepare to rebut or critique such claims. Hargrove's analysis should address, among other things, the appropriate treatment of StreamNow's content acquisition costs (including payments to MDD), platform operating expenses, marketing and subscriber acquisition costs, and overhead allocations.
3.4 Apportionment to Avoid Double-Counting
Under 17 U.S.C. § 504(b), the copyright owner is entitled to recover "the actual damages suffered by him or her as a result of the infringement, and any profits of the infringer that are attributable to the infringement and are not taken into account in computing the actual damages." The statute thus permits the copyright owner to recover both actual damages and infringer's profits, but only to the extent that the two components do not overlap. Proper apportionment is essential to ensure that the combined damages figure is legally supportable and not subject to a defense of double-counting.
Hargrove shall develop a rigorous apportionment methodology that combines the lost licensing revenue component (preliminarily estimated at $14.2 million) and the infringer's profits component (preliminarily estimated at $38.6 million in gross attributable revenue) while eliminating any overlap or double-counting between the two. This methodology should be clearly articulated, economically sound, and consistent with the case law interpreting Section 504(b), including Frank Music Corp. v. Metro-Goldwyn-Mayer, Inc., 772 F.2d 505 (9th Cir. 1985), and subsequent Ninth Circuit authority.
Based on Calderwood & Harkness's preliminary assessment, the estimated net recoverable damages after apportionment is approximately $41.3 million. Hargrove is directed to independently validate, refine, or revise this net figure, and to be prepared to explain how the apportionment methodology eliminates double-counting while maximizing Aurelius's lawful recovery.
3.5 Statutory Damages Comparison
As an alternative damages theory, 17 U.S.C. § 504(c)(2) provides for statutory damages of up to $150,000 per work infringed where the infringement is found to be willful. Calderwood & Harkness intends to assert that StreamNow's conduct was willful, based on StreamNow's failure to conduct adequate due diligence regarding MDD's authority to grant distribution rights, among other factors.
For the 189 timely-registered works that are eligible for statutory damages, the maximum statutory damages award would be 189 × $150,000 = $28,350,000. If all 217 works were eligible (which they are not, given the 28 late registrations), the theoretical maximum would be 217 × $150,000 = $32,550,000. The 28 late-registered works remain eligible only for actual damages and profits under Section 504(b).
Hargrove shall compare the actual damages and infringer's profits theory against the statutory damages alternative and advise Calderwood & Harkness on which approach maximizes Aurelius's total monetary recovery. In conducting this analysis, Hargrove should consider the relative certainty and evidentiary burdens associated with each theory, the risk-adjusted expected value of each approach at trial, and the strategic implications for pre-suit demand negotiations. Where appropriate, Hargrove shall prepare a supporting analysis demonstrating that the actual damages plus infringer's profits approach is the superior theory, and setting forth the economic rationale for that recommendation.
3.6 Additional Analyses
In addition to the core analyses described above, Hargrove may be asked to perform the following supplemental analyses as the engagement progresses:
(a) Downstream FAST Channel Revenue Analysis. To the extent data becomes available regarding the downstream revenues earned by the four identified FAST channel sublicensees (Brindoval Channel Networks, BrightLoop Media, Velvet Stream Partners, and Pacific Lantern Digital) that are attributable to Aurelius-owned content, Hargrove shall analyze such data and incorporate it into the damages model as appropriate.
(b) Licensing Leverage Impact Assessment. Hargrove shall assess the impact that StreamNow's unauthorized availability of Aurelius content had on Aurelius's licensing leverage and bargaining position with authorized platforms. This analysis may include an examination of whether the unauthorized availability of Aurelius content on StreamNow's platform depressed the prices that Aurelius was able to obtain in contemporaneous licensing negotiations with legitimate platforms, and may support a potential tortious interference with business relations claim.
(c) Sensitivity Analyses and Alternative Scenarios. Hargrove shall prepare sensitivity analyses and alternative scenario modeling as requested by counsel, including analyses that vary key assumptions regarding discount rates, comparable license valuations, viewership share calculations, and cost deduction methodologies.
4. Deliverables
Hargrove shall prepare and deliver the following work product in connection with this engagement:
(a) Preliminary Damages Report. A preliminary damages report, suitable for use in formulating the pre-suit demand letter and supporting Calderwood & Harkness's assessment of the damages exposure, shall be delivered on or before March 7, 2026. This report should set forth Hargrove's preliminary damages conclusions, the methodologies employed, the data sources relied upon, and the key assumptions underlying the analysis.
(b) Updated/Refined Damages Model. Upon receipt of additional discovery materials, financial data, or other relevant information during any pre-litigation or litigation phase, Hargrove shall update and refine the damages model as necessary to reflect the most current available data and to respond to any new information or arguments raised by StreamNow or its experts.
(c) Expert Report(s). If the matter proceeds to litigation and Hargrove is designated as a testifying expert, Hargrove shall prepare one or more expert reports that comply with the requirements of Federal Rule of Civil Procedure 26(a)(2)(B), including a complete statement of all opinions to be expressed and the basis and reasons therefor, the facts or data considered in forming those opinions, any exhibits to be used in support, a list of all cases in which Hargrove has testified as an expert during the preceding four years, and a statement of compensation.
(d) Deposition and Trial Testimony. Hargrove shall make itself available for deposition and trial testimony if required, subject to reasonable scheduling accommodations and the supplemental engagement terms described in Section 6 below.
5. Information and Data Sources
Calderwood & Harkness will provide Hargrove with the following categories of information and data to support the analyses described in Section 3:
(a) CipherTrace Analytics Forensic Analysis. The forensic analysis report prepared by CipherTrace Analytics, LLC, under the direction of Dr. Nathan Frey, together with the underlying data sets, including content fingerprinting results, viewership data, web traffic analysis, and revenue attribution calculations.
(b) Aurelius Licensing Agreements. Aurelius's licensing agreements with authorized distribution platforms, which will serve as the basis for the comparable license analysis. These agreements will be produced in redacted form where necessary to protect commercially sensitive terms relating to non-party licensees.
(c) Aurelius Financial Records and Content Revenue Data. Aurelius's financial records and content revenue data, to be provided by or coordinated with Aurelius's independent auditors, Whitmore & Pryce LLP, including revenue breakdowns by title, franchise, territory, and distribution window.
(d) Copyright Registration Summary. A comprehensive copyright registration summary covering all 217 titles at issue, prepared by Lexington IP Services, Inc., under the direction of Marissa Chung, Director of Copyright Research. This summary identifies the registration number, registration date, publication date, and eligibility status (timely vs. late registration) for each title.
(e) Purported MDD–StreamNow Agreement. The purported MDD–StreamNow Content Distribution Agreement dated March 15, 2024, together with all related correspondence, amendments, and schedules, which will provide Hargrove with insight into the terms under which StreamNow claims to have acquired distribution rights.
(f) StreamNow Financial Information. Publicly available financial information regarding StreamNow Holdings, Inc., including its estimated fiscal year 2025 revenue of approximately $312 million, its investor disclosures, and any publicly filed documents.
(g) Additional Materials. Such additional documents, data sets, interrogatory responses, deposition transcripts, or other materials as they become available during the course of the engagement.
Calderwood & Harkness will endeavor to provide materials in an organized and accessible format, and will designate a primary point of contact for data requests and questions. Hargrove should direct all requests for additional information to Wendy Schultz, Senior Associate, at wschultz@calderwoodharkness.com or (310) 555-7245.
6. Fees and Expenses
6.1 Pre-Suit Phase Fee Estimate. The estimated total fee for the preliminary damages analysis during the pre-suit phase of this engagement is $95,000. This estimate is based on the scope of work described in Sections 3.1 through 3.5 above and assumes timely receipt of the data and materials described in Section 5. Calderwood & Harkness acknowledges that this estimate is subject to revision if the scope of work is materially expanded, if the volume of data to be analyzed significantly exceeds current expectations, or if unforeseen complexities arise.
6.2 Billing Basis. Hargrove will bill on a time-and-materials basis at Hargrove's standard professional rates, which Calderwood & Harkness has reviewed and accepted. Invoices shall be submitted on a monthly basis and shall include a description of the work performed, the identity of each professional who performed the work, the number of hours billed by each professional, the applicable hourly rate, and a summary of reimbursable expenses.
6.3 Invoice Submission. All invoices shall be directed to:
Calderwood & Harkness LLP 1999 Avenue of the Stars, Suite 3100 Los Angeles, California 90067
Attn: Catherine Bloom, Billing Partner
Reference: Matter No. 1017-00003
Payment shall be made within thirty (30) days of receipt of each invoice.
6.4 Expenses. Reasonable out-of-pocket expenses incurred by Hargrove in connection with this engagement, including but not limited to travel, data acquisition, and the use of specialized software or databases, shall be reimbursed at cost. Any individual expense item exceeding $2,500 shall require prior written approval from Calderwood & Harkness before being incurred.
6.5 Litigation Phase. If the matter proceeds to litigation, fees for expert report preparation, deposition preparation and testimony, trial preparation and testimony, and any related work will be addressed under a supplemental engagement letter or a written amendment to this letter. Calderwood & Harkness will negotiate such supplemental terms with Hargrove in good faith at the appropriate time.
6.6 Payment Responsibility. Calderwood & Harkness LLP, on behalf of its client Aurelius Global Media Group PLC, will be responsible for payment of all fees and expenses incurred under this engagement letter. For informational purposes, the estimated pre-suit phase budget for all expert costs and legal fees in this matter is approximately $485,000, of which Hargrove's portion is the $95,000 referenced above.
7. Confidentiality
7.1 Confidential Information. All information, documents, data, analyses, communications, and materials of any kind provided to Hargrove in connection with this engagement, or generated by Hargrove in the course of this engagement (collectively, "Confidential Information"), are strictly confidential and shall be treated as such by Hargrove and all of its employees, agents, and subcontractors who have access to such materials.
7.2 Non-Disclosure. Hargrove shall not disclose any Confidential Information to any third party without the prior written consent of Calderwood & Harkness. This obligation extends to the existence and terms of this engagement, the identity of the client, and the nature and substance of the underlying matter.
7.3 Safeguards. Hargrove shall implement and maintain appropriate administrative, technical, and physical safeguards to protect the security and confidentiality of all Confidential Information, including electronic data. At a minimum, electronic files shall be stored on encrypted, access-controlled systems, and physical documents shall be maintained in secured facilities with access limited to authorized personnel.
7.4 Return or Destruction of Materials. Upon termination of the engagement, or upon Calderwood & Harkness's written request at any time, Hargrove shall, at Calderwood & Harkness's direction, either (a) return all Confidential Information and all copies thereof to Calderwood & Harkness, or (b) destroy all Confidential Information and all copies thereof and provide Calderwood & Harkness with a written certification of destruction. Notwithstanding the foregoing, Hargrove may retain one archival copy of its own work product solely for professional liability and regulatory compliance purposes, subject to the continuing confidentiality obligations set forth herein.
8. Privilege and Work Product Protection
8.1 Retention at Direction of Counsel. Hargrove is being retained at the direction of counsel in anticipation of litigation. The engagement is undertaken for the purpose of assisting Calderwood & Harkness in rendering legal advice to its client and in preparing for anticipated litigation.
8.2 Privileged Communications and Work Product. All communications between Hargrove and Calderwood & Harkness, and all work product prepared by Hargrove in connection with this engagement, including but not limited to draft and final reports, memoranda, analyses, models, spreadsheets, notes, and correspondence, are intended to be protected by the attorney-client privilege, the work product doctrine, and/or the litigation privilege to the fullest extent permitted by applicable law. Hargrove acknowledges the importance of maintaining these protections and agrees to cooperate fully in preserving them.
8.3 Restrictions on Communications. Hargrove shall not communicate regarding this engagement, the underlying matter, or any aspect of its work with any party other than Calderwood & Harkness and authorized representatives of Aurelius without the prior written approval of Calderwood & Harkness. In particular, Hargrove shall not communicate with StreamNow, MDD, Franklin Ogilvie, any of the identified FAST channel sublicensees, or their respective counsel or representatives.
8.4 Testifying Expert Designation. In the event that Hargrove is designated as a testifying expert under Federal Rule of Civil Procedure 26(a)(2), the scope of materials discoverable by opposing parties may change in accordance with Fed. R. Civ. P. 26(a)(2) and (b)(4). Specifically, a testifying expert's report must disclose the facts or data considered in forming the expert's opinions, and draft reports and attorney-expert communications related to the expert's opinions may be discoverable under certain circumstances as amended by the 2010 amendments to Rule 26. Calderwood & Harkness will advise Hargrove promptly of any such designation and will provide guidance regarding document preservation and communication protocols at that time.
9. Conflicts of Interest
9.1 Representations and Warranties. Hargrove represents and warrants that, as of the date of this letter, it has no current engagement, client relationship, business affiliation, financial interest, or other relationship with any of the following entities or individuals that would create an actual or potential conflict of interest with respect to this engagement:
(a) StreamNow Holdings, Inc.;
(b) Meridian Digital Distributors, LLC;
(c) Franklin Ogilvie;
(d) Pinnacle Ventures Fund III, LP;
(e) Pinnacle Ventures Management III, LLC;
(f) Grantham Roth & Pearce LLP (counsel to StreamNow);
(g) Brindoval Channel Networks, Inc.;
(h) BrightLoop Media, LLC;
(i) Velvet Stream Partners, LP; and
(j) Pacific Lantern Digital Pty Ltd.
9.2 Ongoing Obligation. Hargrove agrees to promptly notify Calderwood & Harkness in writing if any actual or potential conflict of interest arises during the course of the engagement, including but not limited to any inquiry, engagement offer, or business relationship involving any of the entities or individuals listed above. Upon such notification, Calderwood & Harkness and Hargrove will confer in good faith to determine whether the conflict can be resolved or whether termination of the engagement is required.
10. Term and Termination
10.1 Commencement and Duration. This engagement commences upon the execution of this letter by both parties and continues through completion of the pre-suit phase, which is estimated to extend through May 2026, encompassing the anticipated settlement negotiation window. If the matter proceeds to litigation, the engagement may be extended by mutual agreement, subject to supplemental terms as described in Section 6.5 above.
10.2 Termination. Either party may terminate this engagement upon thirty (30) days' prior written notice to the other party. Termination shall not affect any rights or obligations that have accrued prior to the effective date of termination.
10.3 Compensation Upon Termination. Upon termination, Hargrove shall be entitled to compensation for all work performed and all expenses incurred through the effective date of termination, in accordance with the fee and expense provisions set forth in Section 6.
10.4 Survival. The obligations of confidentiality set forth in Section 7 and the privilege and work product protections set forth in Section 8 shall survive the termination of this engagement and shall continue in full force and effect indefinitely.
11. Independent Contractor Status
Hargrove is engaged as an independent contractor and not as an employee, agent, partner, or joint venturer of Calderwood & Harkness LLP or Aurelius Global Media Group PLC. Nothing in this engagement letter shall be construed to create an employment relationship, agency, partnership, or joint venture between the parties. Hargrove retains full control over the manner and means of performing its work under this engagement, subject to counsel's direction as to the scope, timing, and objectives of the analyses to be performed. Hargrove shall be solely responsible for all taxes, insurance, and benefits applicable to its personnel and operations.
12. Governing Law
This engagement letter and any disputes arising out of or relating to this engagement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in Los Angeles County, California, for the resolution of any disputes arising under this letter.
13. Acceptance and Execution
If the foregoing terms are acceptable, please sign and return a copy of this letter to the undersigned at your earliest convenience. Upon execution by both parties, this letter shall constitute the binding agreement between Calderwood & Harkness LLP (on behalf of itself and its client, Aurelius Global Media Group PLC) and Hargrove Economic Consulting Group, LLC, with respect to the engagement described herein.
We look forward to working with you and the Hargrove team on this important matter. Please do not hesitate to contact me directly at (310) 555-7218 or mdelgado@calderwoodharkness.com if you have any questions regarding this letter or the engagement.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Marcus Delgado
Title: Partner, intellectual Property
Calderwood & Harkness LLP On behalf of the Firm and its client, Aurelius Global Media Group PLC
Date: ________
ACCEPTED AND AGREED:
HARGROVE ECONOMIC CONSULTING GROUP, LLC
By: ________
Name: Dr. Elena Vasquez
Title: Principal
Hargrove Economic Consulting Group, LLC
Date: ________
Enclosures: Initial data package (CipherTrace Analytics preliminary findings report, copyright registration summary prepared by Lexington IP Services, Inc., and sample Aurelius licensing agreements) to be transmitted under separate cover upon execution of this letter.
cc: Fiona Hartwell, General Counsel, Aurelius Global Media Group PLC Catherine Bloom, Partner, Calderwood & Harkness LLP Wendy Schultz, Senior Associate, Calderwood & Harkness LLP

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CALDERWOOD & HARKNESS LLP

ACCEPTED AND AGREED:

HARGROVE ECONOMIC CONSULTING GROUP, LLC

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