1017-00003 · Aurelius Global Media Group · Factual Investigation

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PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT

MEMORANDUM

CALDERWOOD & HARKNESS LLP 1999 Avenue of the Stars, Suite 3100 Los Angeles, California 90067

February 22, 2026

TO: Marcus Delgado, Partner; Wendy Schultz, Senior Associate

FROM: Omar Siddiqui, Associate

RE: Background Research — Franklin Ogilvie; Meridian Digital Distributors, LLC

MATTER NO.: 1017-00003

CLIENT: Aurelius Global Media Group PLC

I. PURPOSE AND SCOPE

This memorandum documents the results of background research conducted on Franklin Ogilvie, a former employee of Aurelius Media Americas, Inc. ("AMA"), and his subsequently formed entity, Meridian Digital Distributors, LLC ("MDD"). This research was conducted in connection with the pre-suit copyright infringement assessment against StreamNow Holdings, Inc. ("StreamNow") on behalf of our client, Aurelius Global Media Group PLC ("Aurelius" or "AGMG").

The purpose of this memorandum is fourfold: (1) to establish Ogilvie's relationship to Aurelius and the nature and scope of his access to Aurelius's content and proprietary systems during his employment; (2) to detail the circumstances surrounding his departure from AMA, including the findings of an internal investigation and the terms of his separation agreement; (3) to document the formation of MDD and MDD's purported authority to license Aurelius-owned content to StreamNow and potentially other third parties; and (4) to assess the viability of claims against Ogilvie and MDD, both as standalone defendants and as critical components of the broader infringement chain analysis involving StreamNow.

In preparing this memorandum, I reviewed the following sources:

• Personnel records and internal investigation files provided by Fiona Hartwell, General Counsel of Aurelius Global Media Group PLC;

• Internal investigation summary and related digital rights enforcement records provided by Lena Kowalski, Head of Digital Rights Enforcement at Aurelius;

• The executed Separation Agreement and General Release between Aurelius Media Americas, Inc. and Franklin Ogilvie, dated June 30, 2021 (attached hereto as Appendix A);

• California Secretary of State filings for Meridian Digital Distributors, LLC, File No. 202115729430 (attached hereto as Appendix B);

• Public records searches conducted through Sundial Solutions and Westmark Data Systems PeopleMap;

• An email from Sandra Yee, Vice President, Content Acquisition, StreamNow Holdings, Inc., dated November 3, 2025, referencing the MDD sublicense as the source of StreamNow's purported rights to Aurelius content (attached hereto as Appendix C);

• Internal Aurelius licensing database records, verified and extracted by Raj Anantharam, Senior Vice President, Content Licensing & Distribution, confirming the absence of any licensing relationship with MDD (attached hereto as Appendix E); and

• Discussions with Fiona Hartwell, Raj Anantharam, and Lena Kowalski regarding the factual circumstances described herein.

This memorandum should be read in conjunction with the forthcoming MDD–StreamNow Agreement Analysis Memorandum being prepared by Wendy Schultz, as well as the Willfulness Analysis Memorandum, which together will provide a comprehensive picture of the infringement chain and support for the claims under consideration.

II. FRANKLIN OGILVIE — EMPLOYMENT HISTORY AT AURELIUS MEDIA AMERICAS, INC.

A. Hiring and Position

Franklin Ogilvie joined Aurelius Media Americas, Inc. in approximately 2017. AMA is a wholly-owned Delaware subsidiary of Aurelius Global Media Group PLC and serves as the principal U.S. operating entity for Aurelius's North American content licensing and distribution activities. AMA is headquartered at 1900 Avenue of the Stars, Suite 2200, Los Angeles, California 90067, and maintains a staff of approximately 180 employees across its content licensing, digital distribution, marketing, and administrative functions.

Ogilvie was hired into a mid-level position with the title of Licensing Manager within AMA's Content Licensing & Distribution division. In this role, Ogilvie reported to the Senior Vice President, Content Licensing & Distribution. That position is currently held by Raj Anantharam, although it is unclear from the records reviewed whether Anantharam held the SVP role during the entirety of Ogilvie's tenure at AMA, or whether Ogilvie initially reported to a predecessor in that position. Further clarification on this point may be obtained from AMA's human resources records if necessary.

As Licensing Manager, Ogilvie's responsibilities encompassed a broad range of activities central to Aurelius's content distribution business. Specifically, Ogilvie was responsible for:

• Negotiating and administering content licensing agreements with third-party distribution platforms in the United States and select international markets;

• Managing day-to-day relationships with digital distribution partners, including streaming platforms, video-on-demand services, and traditional broadcast licensees;

• Maintaining accurate and up-to-date records in Aurelius's proprietary content management systems ("CMS"), including recording licensing terms, tracking distribution windows, and updating metadata associated with licensed titles; and

• Coordinating with AMA's legal affairs and business affairs teams regarding contract drafting, renewals, and compliance matters.

By virtue of his role, Ogilvie had direct and regular access to Aurelius's CMS. The CMS is a centralized digital repository that houses metadata, digital asset files, licensing terms, distribution records, and ancillary business information for Aurelius's library of more than 4,200 film and television titles. This library includes a number of high-value franchises and critically acclaimed properties that represent core revenue-generating assets for the Aurelius group of companies. Among the most significant titles in the Aurelius library are:

• The "Meridian" franchise, consisting of six feature films with a combined global box office of approximately $1.43 billion. The Meridian franchise is one of Aurelius's most commercially valuable properties and generates substantial ongoing revenue through home entertainment, digital distribution, and licensing;

• The "Iron Compass" series, a television drama comprising four seasons and forty-eight episodes, which averaged approximately 9.2 million viewers per episode during its original broadcast run in the United Kingdom and has been widely licensed for distribution in international markets; and

• The "Thornfield" period drama catalog, consisting of twelve titles that have collectively received seven BAFTA awards and enjoy enduring demand in both domestic and international markets.

Ogilvie's position afforded him detailed knowledge of Aurelius's content catalog, its licensing structures, pricing models, distribution relationships, and the operational mechanics of content delivery to digital platforms. As discussed below, this knowledge and access became the subject of an internal investigation and ultimately contributed to the termination of Ogilvie's employment.

B. Internal Investigation — Unauthorized Access to Content Management Systems

During the course of Ogilvie's employment at AMA, Aurelius's internal IT security and compliance team identified irregularities in Ogilvie's access patterns within the CMS. The investigation was prompted by automated monitoring alerts that flagged unusual volume and scope of data queries and downloads associated with Ogilvie's user credentials. The IT security team escalated the matter to the compliance function, and a formal internal investigation was initiated.

The investigation revealed that Ogilvie had engaged in unauthorized access to areas of the CMS that were beyond the scope of those required for the performance of his assigned duties. Specifically, the investigation found that Ogilvie had been accessing and downloading asset metadata, distribution keys, and licensing templates for titles that fell outside his assigned portfolio of licensees and distribution partners. The titles accessed without authorization spanned multiple divisions of the Aurelius library, including theatrical features, television series, and specialty content categories that Ogilvie had no legitimate business reason to access.

The nature and scope of the unauthorized access were not consistent with inadvertent or incidental browsing of the CMS. Rather, the pattern of access suggested a systematic and deliberate effort to compile comprehensive information regarding Aurelius's content holdings, licensing terms, and distribution infrastructure. The internal investigation team concluded that Ogilvie appeared to be preparing to exploit Aurelius's content independently — a conclusion that subsequent events, including the formation of MDD and the purported licensing of Aurelius content to StreamNow, have borne out.

The internal investigation was conducted prior to June 30, 2021. Its findings formed a principal basis for the decision to terminate Ogilvie's employment with AMA. A summary of the investigation's findings, as provided by Lena Kowalski, Head of Digital Rights Enforcement at Aurelius, is attached hereto as Appendix D.

C. Termination and Separation Agreement — June 30, 2021

Ogilvie's employment with Aurelius Media Americas, Inc. was terminated effective June 30, 2021. On the same date, a Separation Agreement and General Release (the "Separation Agreement") was executed by Ogilvie and AMA. The Separation Agreement governs the terms of Ogilvie's departure and imposes a series of restrictive covenants and obligations. A copy of the executed Separation Agreement, as provided by Fiona Hartwell, General Counsel of AGMG, is attached hereto as Appendix A. The key provisions of the Separation Agreement are summarized below.

Non-Compete Covenant. Ogilvie agreed not to engage in any business that directly competes with Aurelius's content licensing and distribution operations for a specified period following the termination of his employment. The precise duration and geographic scope of the non-compete covenant should be confirmed by reference to the executed agreement itself. We note that the enforceability of non-compete provisions under California law is subject to significant restrictions, including California Business and Professions Code Section 16600, which generally voids agreements that restrain a person from engaging in a lawful profession, trade, or business. The applicability of any exceptions or the effect of recent legislative and judicial developments on this provision will need to be evaluated separately, as discussed in Section V below.

Non-Solicitation Covenant. Ogilvie agreed not to solicit Aurelius employees, clients, or business partners for a specified period following the termination of his employment. The enforceability of this provision under California law is also subject to analysis in light of Section 16600 and related authorities, though non-solicitation covenants have historically received somewhat different treatment than blanket non-compete clauses depending on their scope.

Explicit Prohibition on Use of Aurelius intellectual Property. The Separation Agreement contained an express provision barring Ogilvie from using, reproducing, distributing, or exploiting any Aurelius-owned intellectual property. This prohibition extended to, but was not limited to, copyrighted audiovisual works, trademarks, trade secrets, and proprietary information of any kind. This provision is independent of the non-compete covenant and is framed as a stand-alone obligation that survives the termination of Ogilvie's employment indefinitely, irrespective of the duration of any other restrictive covenant. The breadth and specificity of this provision are particularly significant in the context of the claims under consideration, as discussed in Section IV below.

Return of Materials. Ogilvie was required to return all Aurelius property, documents, and data in his possession, custody, or control, and to certify in writing that he had not retained any copies — whether in physical or electronic form — of any Aurelius materials, including but not limited to content files, metadata, licensing records, client lists, pricing information, and CMS access credentials. The return-of-materials provision raises the critical factual question of whether Ogilvie complied with this obligation or whether he retained Aurelius materials that were subsequently used in connection with MDD's purported licensing activities. As discussed in Section IV.C below, the manner in which MDD obtained or facilitated access to the actual content files remains an open investigative question.

Consideration. In exchange for the foregoing covenants and a general release of claims against Aurelius and its affiliates, Ogilvie received separation consideration. The specific amount of the separation payment should be confirmed from the executed agreement. The payment was conditioned upon Ogilvie's compliance with all terms of the Separation Agreement, including the restrictive covenants and the return-of-materials obligation.

Governing Law. The Separation Agreement is believed to be governed by California law, though the specific choice-of-law provision and any forum selection clause should be confirmed upon further review of the executed document.

III. FORMATION OF MERIDIAN DIGITAL DISTRIBUTORS, LLC

A. Entity Details

Following his departure from AMA, Ogilvie formed Meridian Digital Distributors, LLC ("MDD") in late 2021. According to filings obtained from the California Secretary of State, MDD is a California limited liability company bearing File No. 202115729430. The entity was organized and filed with the California Secretary of State's office during the fourth quarter of 2021 — approximately five to six months after Ogilvie's termination from AMA.

MDD's registered address is 8912 Burton Way, Suite 200, Beverly Hills, California 90211. Franklin Ogilvie is listed as the sole member and sole manager of MDD. No other members, managers, officers, or registered agents are identified in the publicly available filings, and public records searches have not revealed any additional individuals with a disclosed ownership or management interest in the entity.

As of February 2026, MDD's status with the California Secretary of State is listed as Active. A copy of the Secretary of State filing for MDD is attached hereto as Appendix B.

It is worth noting the choice of the name "Meridian" for Ogilvie's entity. While this may be coincidental, the "Meridian" franchise — one of Aurelius's most commercially valuable properties, with a combined global box office of approximately $1.43 billion — is among the titles that Ogilvie had access to during his employment at AMA. Whether the adoption of the "Meridian" name was intended to trade on the goodwill and recognition of the Aurelius franchise or to create confusion among potential licensees regarding MDD's affiliation with Aurelius is a factual question that may merit further investigation, and could potentially support an additional claim for trademark infringement or unfair business practices depending on the circumstances.

B. Business Activities

Based on the information currently available, MDD appears to operate as a content aggregator and distributor, purporting to hold and sublicense digital distribution rights to film and television content to downstream platforms and channel operators. MDD does not appear to have any publicly identifiable content library of its own production. There is no evidence that MDD has produced, financed, or commissioned the creation of any original audiovisual works. Rather, MDD appears to function exclusively as an intermediary — acquiring (or purporting to acquire) distribution rights from content owners and then sublicensing those rights to downstream distributors and streaming platforms.

This business model is, in principle, a legitimate one. Content aggregators and sub-distributors are common participants in the digital distribution ecosystem, and many streaming platforms and digital distributors rely on aggregators to source content from smaller or mid-tier rights holders. However, the legitimacy of such a business depends entirely on the aggregator's possession of valid, authorized rights from the content owners. As set forth below, MDD did not possess any such rights with respect to Aurelius content.

Ogilvie's approximately four years of employment at AMA, during which he served as a Licensing Manager with direct responsibility for negotiating and administering content licensing agreements, provided him with detailed, insider knowledge of Aurelius's content catalog, licensing structures, pricing models, distribution windows, and existing relationships with digital distribution platforms. This knowledge would have positioned Ogilvie — and, by extension, MDD — to present itself as a credible content distributor to third parties such as StreamNow. Ogilvie's familiarity with industry terminology, standard deal structures, and the specific titles in the Aurelius library would have enabled him to construct facially plausible representations regarding MDD's purported rights, notwithstanding the complete absence of any actual authorization from Aurelius.

C. MDD's Purported Licensing of Aurelius Content

The connection between MDD and the unauthorized distribution of Aurelius content on StreamNow's platform was confirmed through a chain of communications that began in October 2025. On or about October 15, 2025, Lena Kowalski, Aurelius's Head of Digital Rights Enforcement, discovered that a significant number of Aurelius-owned titles were streaming on the StreamNow platform. An informal inquiry was subsequently directed by Raj Anantharam, SVP of Content Licensing & Distribution at AMA, to StreamNow to determine the source of StreamNow's purported rights to the Aurelius content.

In an email dated November 3, 2025, Sandra Yee, Vice President, Content Acquisition at StreamNow Holdings, Inc., responded to Anantharam's inquiry. In that email, Yee represented that StreamNow had obtained Aurelius content through a sublicense from Meridian Digital Distributors, LLC. Specifically, Yee stated that MDD and StreamNow had executed a "Content Distribution Agreement" on March 15, 2024, which covered more than 350 titles, including the 217 Aurelius-owned titles at issue. A copy of the Yee email is attached hereto as Appendix C.

Aurelius's records unequivocally establish that Aurelius never granted MDD any license, sublicense, distribution authority, or other form of authorization over any Aurelius-owned content. This conclusion has been confirmed by three independent sources within the Aurelius organization: Fiona Hartwell (General Counsel), Raj Anantharam (SVP, Content Licensing & Distribution), and Lena Kowalski (Head of Digital Rights Enforcement). Additionally, a comprehensive search of Aurelius's licensing database — the authoritative record of all content licensing and distribution agreements entered into by Aurelius and its subsidiaries — confirms that MDD does not appear as a licensee, sublicensee, authorized distributor, or in any other capacity in Aurelius's records. An extract from the licensing database confirming this finding is attached hereto as Appendix E.

MDD is not and has never been an authorized distributor of Aurelius-owned content. The purported sublicense from MDD to StreamNow is therefore a nullity. MDD had no rights to the Aurelius content and accordingly had no rights to convey to StreamNow or to any other party.

D. Timeline of Key Events

The following timeline summarizes the key events relevant to this memorandum:

IV. ANALYSIS OF POTENTIAL CLAIMS AGAINST FRANKLIN OGILVIE AND MDD

Based on the foregoing factual background, the following claims appear viable against Ogilvie and MDD. Each is discussed in turn.

A. Breach of Separation Agreement (Against Ogilvie)

The June 30, 2021 Separation Agreement contains an explicit prohibition on Ogilvie's use, reproduction, distribution, or exploitation of any Aurelius-owned intellectual property. This prohibition is broadly drafted and extends to copyrighted audiovisual works, trademarks, trade secrets, and proprietary information. It survives the termination of Ogilvie's employment and operates as an independent, stand-alone obligation.

By forming MDD and purporting to license 217 Aurelius-owned audiovisual titles to StreamNow through the March 15, 2024 Content Distribution Agreement, Ogilvie directly and materially violated this prohibition. The unauthorized licensing of Aurelius content — content over which Ogilvie had no rights and which he was expressly prohibited from exploiting — constitutes a clear breach of the intellectual property restriction in the Separation Agreement. The breach is not marginal or ambiguous: Ogilvie created an entity whose apparent business model was predicated, at least in significant part, on the unauthorized exploitation of the very content he was contractually prohibited from using.

The non-compete covenant in the Separation Agreement is also implicated. Ogilvie formed a content distribution company, MDD, that directly competes with Aurelius's content licensing and distribution operations. MDD operates in the same industry, targets the same category of customers (digital streaming platforms and distribution channels), and purports to license the same content that Aurelius itself licenses through authorized channels. Although the enforceability of the non-compete clause under California law requires further analysis in light of Business and Professions Code Section 16600, the factual predicate for a breach-of-non-compete claim is clearly present.

The non-solicitation covenant may also be implicated to the extent that Ogilvie leveraged Aurelius client relationships, contacts, or business partner information in soliciting StreamNow or other potential licensees. Given Ogilvie's role as a Licensing Manager responsible for managing relationships with digital distribution partners, it is reasonable to infer that he possessed contact information and relationship knowledge that could have facilitated his approach to StreamNow or similar platforms. The scope of any such solicitation activity should be explored through discovery.

With respect to remedies, a breach of the Separation Agreement would entitle Aurelius to compensatory damages measured by the harm caused by the breach, which in this case would include lost licensing revenue attributable to the unauthorized exploitation of Aurelius content through MDD. Additionally, depending on the specific remedies provisions of the Separation Agreement, Aurelius may be entitled to injunctive relief to enforce the restrictive covenants going forward, disgorgement of profits earned by Ogilvie or MDD from the unauthorized licensing, and potentially attorneys' fees if the agreement contains a prevailing-party fee-shifting provision. The Separation Agreement should also be reviewed for any liquidated damages clause that might apply in the event of a breach of the intellectual property restriction.

The choice-of-law and forum selection clauses in the Separation Agreement should be confirmed. Based on the information currently available, the agreement is likely governed by California law, which would apply to the breach-of-contract analysis.

Regarding the statute of limitations, the applicable limitations period for breach of a written contract in California is four years under California Code of Civil Procedure Section 337. The MDD–StreamNow Content Distribution Agreement was executed on March 15, 2024, which is well within the four-year limitations period measured from the date of this memorandum. Even if the breach is deemed to have commenced upon the formation of MDD in late 2021, the action would still be timely. There does not appear to be any statute-of-limitations concern with respect to this claim at this time.

B. Fraud (Against Ogilvie and MDD)

Ogilvie, acting through MDD, represented to StreamNow that MDD held valid distribution rights to more than 350 titles, including 217 Aurelius-owned titles. This representation was demonstrably false. MDD had no license, sublicense, distribution authority, or any other form of authorization from Aurelius to distribute any Aurelius content. Ogilvie knew that this representation was false at the time it was made, as he had been expressly prohibited from using Aurelius intellectual property under his Separation Agreement and had been terminated from AMA in connection with an internal investigation into his unauthorized access to Aurelius's CMS.

StreamNow relied on MDD's representations in entering into the Content Distribution Agreement on March 15, 2024, and in ingesting and distributing the Aurelius content on its platform. Had StreamNow known that MDD lacked any valid rights to the Aurelius content, it presumably would not have entered into the agreement or distributed the content on its platform.

Aurelius has suffered substantial damages as a result of Ogilvie's fraud. The unauthorized distribution of 217 Aurelius titles on the StreamNow platform over an approximately twenty-two-month period has caused Aurelius an estimated $14.2 million in lost licensing revenue — revenue that Aurelius would have earned had it licensed the content directly through authorized channels. Moreover, StreamNow generated an estimated $38.6 million in attributable revenue from the unauthorized exploitation of the Aurelius content during this period.

Under California law, the elements of intentional misrepresentation (fraud) are: (1) a misrepresentation of a material fact; (2) knowledge of the falsity of the misrepresentation (scienter); (3) intent to induce reliance on the misrepresentation; (4) justifiable reliance by the plaintiff or, in this case, by the party to whom the misrepresentation was directed; and (5) resulting damages. Each of these elements appears to be satisfied on the facts currently known.

An additional theory of fraud by concealment may also be available. Ogilvie affirmatively concealed from StreamNow the critical facts that (a) he had no authority whatsoever to distribute Aurelius content, (b) he was contractually prohibited from doing so under his Separation Agreement, and (c) he had been terminated from AMA in connection with unauthorized access to Aurelius's content management systems. These facts, had they been disclosed, would have been material to StreamNow's decision to enter into the Content Distribution Agreement with MDD.

The statute of limitations for fraud in California is three years from the date of discovery of the facts constituting the fraud, pursuant to California Code of Civil Procedure Section 338(d). Aurelius did discover the unauthorized distribution of its content on the StreamNow platform until approximately October 15, 2025, and the connection to MDD and Ogilvie was not confirmed until the Sandra Yee email of November 3, 2025. Accordingly, the limitations period has only recently begun to run, and there is no statute-of-limitations concern with respect to the fraud claim.

C. Contributory Copyright Infringement (Against MDD and Ogilvie)

Under federal copyright law, one who, with knowledge of the infringing activity, induces, causes, or materially contributes to the infringing conduct of another is liable as a contributory copyright infringer. See Gershwin Publ'g Corp. v. Columbia Artists Mgmt., Inc., 443 F.2d 1159, 1162 (2d Cir. 1971); A&M Records, Inc. v. Napster, Inc., 239 F.3d 1004, 1019 (9th Cir. 2001). The doctrine requires a showing of (1) knowledge of the infringing activity and (2) material contribution to or inducement of the infringement.

Both elements are satisfied here. First, Ogilvie and MDD had actual knowledge that they possessed no valid rights to the Aurelius content. Ogilvie was expressly prohibited from using, reproducing, distributing, or exploiting any Aurelius intellectual property under the terms of his Separation Agreement. He was terminated from AMA precisely because of concerns about his unauthorized access to and downloading of content from Aurelius's CMS. There can be no credible argument that Ogilvie believed in good faith that MDD held valid distribution rights to Aurelius content. His knowledge of falsity was direct and personal.

Second, MDD's actions constituted material contributions to StreamNow's infringement. By purporting to license the Aurelius content to StreamNow through the March 15, 2024 Content Distribution Agreement, MDD provided the essential predicate for StreamNow's infringing acts. Without MDD's purported license, StreamNow would not have had access to or ingested the 217 Aurelius titles onto its platform. MDD's role was not peripheral or incidental — it was the direct and proximate cause of StreamNow's ingestion and distribution of the infringing content.

The precise mechanism by which MDD obtained or directed StreamNow to obtain the actual content files and streams remains an open and critical factual question. There are at least two plausible scenarios:

1. MDD supplied digital assets directly. Ogilvie may have retained Aurelius content files, metadata, distribution keys, or access credentials in violation of the return-of-materials provision of his Separation Agreement, and used these materials to supply the content to StreamNow. If this is the case, Ogilvie's retention of Aurelius materials would constitute a separate breach of the Separation Agreement and could support additional claims, including misappropriation of trade secrets.

2. MDD provided metadata and access information. Alternatively, Ogilvie may have provided StreamNow with sufficient metadata, technical specifications, and access information — drawn from his knowledge of Aurelius's CMS and content delivery infrastructure — to enable StreamNow to source or replicate the content through other channels. Even in this scenario, MDD's provision of this information would constitute a material contribution to the infringement.

Resolution of this factual question is essential to understanding the full scope of Ogilvie's misconduct and the appropriate remedies. It should be a priority focus of expedited discovery from MDD and Ogilvie in any filed action.

With respect to damages, contributory copyright infringers are jointly and severally liable for the damages arising from the infringement they contributed to. The total attributable revenue generated by StreamNow from the unauthorized exploitation of the 217 Aurelius titles is estimated at $38.6 million. The preliminary net recoverable damages estimate prepared by Hargrove Economic Consulting Group is $41.3 million, which accounts for lost licensing revenue, disgorgement of infringer profits, and related damages components. Joint and several liability would permit recovery of the full amount from Ogilvie and MDD, in addition to and/or in conjunction with recovery from StreamNow.

D. Inducement of Infringement (Against MDD and Ogilvie)

Under the Supreme Court's framework in Metro-Goldwyn-Mayer Studios Inc. v. Grokster, Ltd., 545 U.S. 913 (2005), one who distributes a device, product, or service with the object of promoting its use to infringe copyright, as shown by clear expression or other affirmative steps taken to foster infringement, is liable for the resulting acts of infringement by third parties. While Grokster arose in the context of peer-to-peer file-sharing technology, the inducement doctrine is not limited to technology distributors and has been applied to a range of circumstances in which a party actively promotes or facilitates infringing conduct.

Ogilvie and MDD actively promoted and induced StreamNow's infringement of Aurelius's copyrights. Specifically, Ogilvie, through MDD:

• Affirmatively represented to StreamNow that MDD held valid distribution rights to more than 350 titles, including 217 Aurelius-owned titles;

• Negotiated and executed the Content Distribution Agreement with StreamNow on March 15, 2024, establishing the contractual framework under which StreamNow ingested and distributed the infringing content;

• Facilitated StreamNow's ingestion and distribution of the Aurelius content by providing (directly or indirectly) the content, metadata, or access information necessary for StreamNow to make the content available on its platform; and

• Accepted compensation from StreamNow under the Content Distribution Agreement in exchange for the purported distribution rights, thereby profiting from the inducement of infringement.

The requisite intent to induce infringement is amply demonstrated by the circumstances of Ogilvie's departure from AMA and the formation of MDD. Ogilvie knew that he had no authority to distribute Aurelius content. He had been terminated in connection with unauthorized access to Aurelius's CMS. He was expressly prohibited from using Aurelius intellectual property under his Separation Agreement. Despite all of this, he formed MDD, adopted a name evocative of one of Aurelius's most valuable franchises, and affirmatively represented to StreamNow that MDD held valid rights. This is not a case of inadvertent or negligent facilitation of infringement — it is a case of deliberate, knowing, and intentional inducement.

Furthermore, the scope of the infringement induced by MDD and Ogilvie extends beyond StreamNow's direct distribution of the Aurelius content. According to information obtained in the course of our investigation, StreamNow subsequently sublicensed Aurelius content bundles to four FAST (Free Ad-Supported Streaming Television) channel operators:

• Brindoval Channel Networks, Inc.;

• BrightLoop Media, LLC;

• Velvet Stream Partners, LP; and

• Pacific Lantern Digital Pty Ltd.

These downstream sublicenses further amplified the scope of the infringement that MDD and Ogilvie set in motion. Each of these FAST channel operators distributed Aurelius content to their respective audiences without any authorization from Aurelius, and MDD's initial purported license to StreamNow was the originating link in this chain of unauthorized distribution. The full scope of the damages attributable to the downstream sublicenses will need to be assessed as additional information becomes available.

E. Additional Considerations

Potential Criminal Referral. The scale, deliberateness, and sophistication of Ogilvie's conduct warrant consideration of a criminal referral. Ogilvie engaged in unauthorized access to Aurelius's CMS during his employment, formed a sham distribution entity upon his departure, and made fraudulent representations generating tens of millions of dollars in revenue from content he had no right to distribute. This pattern of conduct may constitute criminal copyright infringement under 17 U.S.C. § 506, which imposes criminal liability for willful copyright infringement undertaken for purposes of commercial advantage or private financial gain. Additionally, Ogilvie's use of interstate electronic communications to effectuate his fraudulent scheme may implicate the federal wire fraud statute, 18 U.S.C. § 1343. We note that the decision to pursue a criminal referral would rest with the United States Attorney's Office and is not within the scope of the current engagement. However, this possibility should be flagged for the client, Fiona Hartwell, and the broader Aurelius leadership team so that they may consider whether a referral is consistent with their enforcement objectives.

Ogilvie's Financial Capacity. Given that Ogilvie is an individual and MDD appears to be a single-member LLC with no independently identifiable assets, collection of a substantial judgment against Ogilvie and MDD may present practical challenges. MDD's status as a single-member LLC means that its assets are likely limited to whatever revenues Ogilvie has retained in the entity, and Ogilvie's personal assets may or may not be sufficient to satisfy a multi-million-dollar judgment. Notwithstanding these collection concerns, pursuing claims against Ogilvie and MDD serves several critical strategic purposes:

(a) Establishing the Invalidity of the MDD Sublicense. A judgment or ruling against MDD establishing that the purported sublicense to StreamNow is void ab initio will eliminate any basis for StreamNow's defense that it held valid rights to the Aurelius content through a chain of title originating with MDD.

(b) Undermining StreamNow's "Innocent Infringer" Defense. If StreamNow contends that it was an innocent infringer that relied in good faith on MDD's representations, discovery and adjudication of the Ogilvie/MDD claims will expose the deficiencies in StreamNow's due diligence and the red flags that StreamNow should have investigated before entering into the Content Distribution Agreement with MDD.

(c) discovery Regarding the Full Scope of MDD's Operations. discovery directed at MDD and Ogilvie may reveal additional unauthorized licenses of Aurelius content to parties beyond StreamNow, as well as unauthorized licensing of content belonging to other rights holders. Such discovery could expand the scope of recoverable damages and potentially identify additional parties that should be pursued.

(d) Demonstrating Willfulness Across the Infringement Chain. Evidence of Ogilvie's deliberate, knowing misconduct strengthens the overall case for willfulness-based enhanced damages against all parties in the infringement chain, including StreamNow.

Veil Piercing / Alter Ego. MDD is a single-member LLC with Ogilvie as the sole member and manager. Under California law, the corporate form of an LLC may be disregarded under the alter ego doctrine if the plaintiff demonstrates (1) that there is such a unity of interest and ownership between the LLC and its member that the separate personalities of the entity and the individual no longer exist, and (2) that adherence to the fiction of the separate existence of the entity would sanction a fraud or promote injustice. See Sonora Diamond Corp. v. Superior Court, 83 Cal. App. 4th 523, 538 (2000). If MDD lacks adequate capitalization, if Ogilvie has commingled personal and entity assets, or if MDD has failed to observe LLC formalities, alter ego liability may attach, allowing direct recovery against Ogilvie personally for the obligations and liabilities of MDD. This theory should be explored through discovery.

Relationship to StreamNow Claims. The Ogilvie/MDD background documented in this memorandum is critical to the claims against StreamNow for several reasons. First, it establishes the complete absence of any valid chain of rights from Aurelius to StreamNow. The purported chain — Aurelius to MDD to StreamNow — is broken at its first link because MDD never received any rights from Aurelius. Second, it highlights StreamNow's failure to conduct adequate due diligence on MDD and its purported rights. Ogilvie's former employment at AMA was a readily discoverable fact that should have raised a red flag for StreamNow's content acquisition team. A reasonably diligent licensee would have verified MDD's rights directly with Aurelius before executing the Content Distribution Agreement. Third, the willfulness of Ogilvie's conduct, and the inferrable knowledge or willful blindness on the part of StreamNow, are discussed more fully in the Willfulness Analysis Memorandum, which should be cross-referenced with this memorandum.

V. RECOMMENDATIONS

Based on the foregoing analysis, I make the following recommendations:

1. Include Ogilvie and MDD as Defendants. Franklin Ogilvie and Meridian Digital Distributors, LLC should be named as defendants in any complaint filed against StreamNow Holdings, Inc. in the United States District Court for the Central District of California. Including Ogilvie and MDD in the action will enable comprehensive adjudication of all claims arising from the infringement chain, facilitate joint discovery, and serve the strategic purposes outlined in Section IV.E above. The claims to be asserted against Ogilvie and MDD should include contributory copyright infringement, inducement of infringement, breach of the Separation Agreement (against Ogilvie individually), and fraud (against both MDD and Ogilvie).

2. Issue a Separate Demand Letter. A separate demand letter should be sent to MDD and Franklin Ogilvie at MDD's registered address (8912 Burton Way, Suite 200, Beverly Hills, CA 90211), concurrent with the demand letter to StreamNow. The demand letter should demand (a) immediate cessation of all purported licensing, distribution, or exploitation of any Aurelius-owned content, (b) preservation of all documents, communications, records, and data relating to MDD's operations, including all agreements, correspondence, and financial records relating to the Content Distribution Agreement with StreamNow and any other purported licensing arrangements, and (c) a full accounting of all revenues received by MDD and Ogilvie in connection with the purported licensing of Aurelius content, including identification of all parties to whom MDD has purported to license or sublicense any content.

3. Seek Expedited discovery. In any filed action, we should seek expedited discovery from MDD and Ogilvie directed at the following critical issues:

(a) The precise mechanism by which MDD obtained or facilitated access to the Aurelius content files, including whether Ogilvie retained any Aurelius materials in violation of the return-of-materials provision of the Separation Agreement;

(b) Whether MDD has purported to license Aurelius content — or content belonging to any other rights holder — to any parties other than StreamNow, and if so, the identity of those parties, the titles involved, and the terms of the arrangements;

(c) A complete financial accounting of MDD's revenues and expenses, including all payments received from StreamNow or any other licensee, and the disposition of those revenues; and

(d) Franklin Ogilvie's personal financial position, including personal assets, income, and any transfers of assets from MDD to Ogilvie or from Ogilvie to third parties.

4. Cross-Reference with Related Memoranda. This memorandum should be cross-referenced with the MDD–StreamNow Agreement Analysis Memorandum (forthcoming from Wendy Schultz), which will provide a detailed analysis of the terms of the Content Distribution Agreement between MDD and StreamNow, and the Willfulness Analysis Memorandum, which will address the evidence of willfulness across the infringement chain. Together, these three memoranda will provide a comprehensive picture of the factual and legal basis for all claims against StreamNow, MDD, and Ogilvie.

5. Review Enforceability of Restrictive Covenants. We should advise Aurelius, through Fiona Hartwell, to undertake a focused review of the Separation Agreement to confirm the enforceability of all restrictive covenants under current California law. California law has undergone significant developments regarding the enforceability of non-compete agreements, including the enactment of Assembly Bill 1076 (effective January 1, 2024) codifying the rule of Edwards v. Kraft Quill CPAs LLP, 44 Cal. 4th 937 (2008), and Senate Bill 699 (also effective January 1, 2024) expanding the voiding of non-compete clauses regardless of where and when the agreement was signed. While these developments may affect the enforceability of the non-compete covenant in the Separation Agreement, the explicit prohibition on the use of Aurelius intellectual property — which is separate from and independent of the non-compete clause — should remain fully enforceable as a protection of Aurelius's proprietary rights rather than a restraint on trade. This distinction should be carefully preserved in any litigation strategy.

VI. APPENDICES AND EXHIBITS REFERENCED

The following appendices are referenced in this memorandum and are attached hereto or available upon request:

Appendix A: Separation Agreement and General Release between Aurelius Media Americas, Inc. and Franklin Ogilvie, dated June 30, 2021 (provided by Fiona Hartwell, General Counsel, AGMG)

Appendix B: California Secretary of State filing for Meridian Digital Distributors, LLC, SOS File No. 202115729430

Appendix C: Email from Sandra Yee (VP, Content Acquisition, StreamNow Holdings, Inc.) to Raj Anantharam (SVP, Content Licensing & Distribution, Aurelius Media Americas, Inc.), dated November 3, 2025, referencing MDD as the source of StreamNow's purported rights to Aurelius content

Appendix D: Internal investigation summary regarding Franklin Ogilvie's unauthorized access to Aurelius content management systems (provided by Lena Kowalski, Head of Digital Rights Enforcement, AGMG)

Appendix E: Aurelius licensing database extract confirming the absence of any authorization, license, or distribution agreement with Meridian Digital Distributors, LLC (provided by Raj Anantharam, SVP, Content Licensing & Distribution, Aurelius Media Americas, Inc.)

This memorandum is prepared as attorney work product and is protected by the attorney-client privilege and the work product doctrine. It is intended solely for use by the attorneys and personnel of Calderwood & Harkness LLP and the client, Aurelius Global Media Group PLC, in connection with the above-referenced matter. This memorandum should not be disclosed to any third party without the prior written consent of Calderwood & Harkness LLP and the client.

Prepared by:

CALDERWOOD & HARKNESS LLP

By: ________

Name: Omar Siddiqui

Title: Associate

Date: February 22, 2026

Date	Event
Approximately 2017	Ogilvie begins employment at Aurelius Media Americas, Inc. as Licensing Manager
Pre-June 2021	Internal IT security and compliance investigation identifies unauthorized CMS access by Ogilvie
June 30, 2021	Ogilvie's employment at AMA terminated; Separation Agreement executed
Late 2021 (Q4)	MDD incorporated in California (SOS File No. 202115729430)
March 15, 2024	MDD–StreamNow Content Distribution Agreement allegedly executed, covering 350+ titles including 217 Aurelius titles
Approximately April 1, 2024	Approximate start of the twenty-two-month infringement period during which Aurelius titles streamed without authorization on the StreamNow platform
October 15, 2025	Lena Kowalski discovers Aurelius titles streaming on StreamNow platform
November 3, 2025	Sandra Yee (StreamNow) email cites MDD as StreamNow's source of purported rights to Aurelius content
February 22, 2026	Date of this memorandum

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
MEMORANDUM
CALDERWOOD & HARKNESS LLP 1999 Avenue of the Stars, Suite 3100 Los Angeles, California 90067
February 22, 2026
TO: Marcus Delgado, Partner; Wendy Schultz, Senior Associate
FROM: Omar Siddiqui, Associate
RE: Background Research — Franklin Ogilvie; Meridian Digital Distributors, LLC
MATTER NO.: 1017-00003
CLIENT: Aurelius Global Media Group PLC
I. PURPOSE AND SCOPE
This memorandum documents the results of background research conducted on Franklin Ogilvie, a former employee of Aurelius Media Americas, Inc. ("AMA"), and his subsequently formed entity, Meridian Digital Distributors, LLC ("MDD"). This research was conducted in connection with the pre-suit copyright infringement assessment against StreamNow Holdings, Inc. ("StreamNow") on behalf of our client, Aurelius Global Media Group PLC ("Aurelius" or "AGMG").
The purpose of this memorandum is fourfold: (1) to establish Ogilvie's relationship to Aurelius and the nature and scope of his access to Aurelius's content and proprietary systems during his employment; (2) to detail the circumstances surrounding his departure from AMA, including the findings of an internal investigation and the terms of his separation agreement; (3) to document the formation of MDD and MDD's purported authority to license Aurelius-owned content to StreamNow and potentially other third parties; and (4) to assess the viability of claims against Ogilvie and MDD, both as standalone defendants and as critical components of the broader infringement chain analysis involving StreamNow.
In preparing this memorandum, I reviewed the following sources:
•  Personnel records and internal investigation files provided by Fiona Hartwell, General Counsel of Aurelius Global Media Group PLC;
•  Internal investigation summary and related digital rights enforcement records provided by Lena Kowalski, Head of Digital Rights Enforcement at Aurelius;
•  The executed Separation Agreement and General Release between Aurelius Media Americas, Inc. and Franklin Ogilvie, dated June 30, 2021 (attached hereto as Appendix A);
•  California Secretary of State filings for Meridian Digital Distributors, LLC, File No. 202115729430 (attached hereto as Appendix B);
•  Public records searches conducted through Sundial Solutions and Westmark Data Systems PeopleMap;
•  An email from Sandra Yee, Vice President, Content Acquisition, StreamNow Holdings, Inc., dated November 3, 2025, referencing the MDD sublicense as the source of StreamNow's purported rights to Aurelius content (attached hereto as Appendix C);
•  Internal Aurelius licensing database records, verified and extracted by Raj Anantharam, Senior Vice President, Content Licensing & Distribution, confirming the absence of any licensing relationship with MDD (attached hereto as Appendix E); and
•  Discussions with Fiona Hartwell, Raj Anantharam, and Lena Kowalski regarding the factual circumstances described herein.
This memorandum should be read in conjunction with the forthcoming MDD–StreamNow Agreement Analysis Memorandum being prepared by Wendy Schultz, as well as the Willfulness Analysis Memorandum, which together will provide a comprehensive picture of the infringement chain and support for the claims under consideration.
II. FRANKLIN OGILVIE — EMPLOYMENT HISTORY AT AURELIUS MEDIA AMERICAS, INC.
A. Hiring and Position
Franklin Ogilvie joined Aurelius Media Americas, Inc. in approximately 2017. AMA is a wholly-owned Delaware subsidiary of Aurelius Global Media Group PLC and serves as the principal U.S. operating entity for Aurelius's North American content licensing and distribution activities. AMA is headquartered at 1900 Avenue of the Stars, Suite 2200, Los Angeles, California 90067, and maintains a staff of approximately 180 employees across its content licensing, digital distribution, marketing, and administrative functions.
Ogilvie was hired into a mid-level position with the title of Licensing Manager within AMA's Content Licensing & Distribution division. In this role, Ogilvie reported to the Senior Vice President, Content Licensing & Distribution. That position is currently held by Raj Anantharam, although it is unclear from the records reviewed whether Anantharam held the SVP role during the entirety of Ogilvie's tenure at AMA, or whether Ogilvie initially reported to a predecessor in that position. Further clarification on this point may be obtained from AMA's human resources records if necessary.
As Licensing Manager, Ogilvie's responsibilities encompassed a broad range of activities central to Aurelius's content distribution business. Specifically, Ogilvie was responsible for:
•  Negotiating and administering content licensing agreements with third-party distribution platforms in the United States and select international markets;
•  Managing day-to-day relationships with digital distribution partners, including streaming platforms, video-on-demand services, and traditional broadcast licensees;
•  Maintaining accurate and up-to-date records in Aurelius's proprietary content management systems ("CMS"), including recording licensing terms, tracking distribution windows, and updating metadata associated with licensed titles; and
•  Coordinating with AMA's legal affairs and business affairs teams regarding contract drafting, renewals, and compliance matters.
By virtue of his role, Ogilvie had direct and regular access to Aurelius's CMS. The CMS is a centralized digital repository that houses metadata, digital asset files, licensing terms, distribution records, and ancillary business information for Aurelius's library of more than 4,200 film and television titles. This library includes a number of high-value franchises and critically acclaimed properties that represent core revenue-generating assets for the Aurelius group of companies. Among the most significant titles in the Aurelius library are:
•  The "Meridian" franchise, consisting of six feature films with a combined global box office of approximately $1.43 billion. The Meridian franchise is one of Aurelius's most commercially valuable properties and generates substantial ongoing revenue through home entertainment, digital distribution, and licensing;
•  The "Iron Compass" series, a television drama comprising four seasons and forty-eight episodes, which averaged approximately 9.2 million viewers per episode during its original broadcast run in the United Kingdom and has been widely licensed for distribution in international markets; and
•  The "Thornfield" period drama catalog, consisting of twelve titles that have collectively received seven BAFTA awards and enjoy enduring demand in both domestic and international markets.
Ogilvie's position afforded him detailed knowledge of Aurelius's content catalog, its licensing structures, pricing models, distribution relationships, and the operational mechanics of content delivery to digital platforms. As discussed below, this knowledge and access became the subject of an internal investigation and ultimately contributed to the termination of Ogilvie's employment.
B. Internal Investigation — Unauthorized Access to Content Management Systems
During the course of Ogilvie's employment at AMA, Aurelius's internal IT security and compliance team identified irregularities in Ogilvie's access patterns within the CMS. The investigation was prompted by automated monitoring alerts that flagged unusual volume and scope of data queries and downloads associated with Ogilvie's user credentials. The IT security team escalated the matter to the compliance function, and a formal internal investigation was initiated.
The investigation revealed that Ogilvie had engaged in unauthorized access to areas of the CMS that were beyond the scope of those required for the performance of his assigned duties. Specifically, the investigation found that Ogilvie had been accessing and downloading asset metadata, distribution keys, and licensing templates for titles that fell outside his assigned portfolio of licensees and distribution partners. The titles accessed without authorization spanned multiple divisions of the Aurelius library, including theatrical features, television series, and specialty content categories that Ogilvie had no legitimate business reason to access.
The nature and scope of the unauthorized access were not consistent with inadvertent or incidental browsing of the CMS. Rather, the pattern of access suggested a systematic and deliberate effort to compile comprehensive information regarding Aurelius's content holdings, licensing terms, and distribution infrastructure. The internal investigation team concluded that Ogilvie appeared to be preparing to exploit Aurelius's content independently — a conclusion that subsequent events, including the formation of MDD and the purported licensing of Aurelius content to StreamNow, have borne out.
The internal investigation was conducted prior to June 30, 2021. Its findings formed a principal basis for the decision to terminate Ogilvie's employment with AMA. A summary of the investigation's findings, as provided by Lena Kowalski, Head of Digital Rights Enforcement at Aurelius, is attached hereto as Appendix D.
C. Termination and Separation Agreement — June 30, 2021
Ogilvie's employment with Aurelius Media Americas, Inc. was terminated effective June 30, 2021. On the same date, a Separation Agreement and General Release (the "Separation Agreement") was executed by Ogilvie and AMA. The Separation Agreement governs the terms of Ogilvie's departure and imposes a series of restrictive covenants and obligations. A copy of the executed Separation Agreement, as provided by Fiona Hartwell, General Counsel of AGMG, is attached hereto as Appendix A. The key provisions of the Separation Agreement are summarized below.
Non-Compete Covenant. Ogilvie agreed not to engage in any business that directly competes with Aurelius's content licensing and distribution operations for a specified period following the termination of his employment. The precise duration and geographic scope of the non-compete covenant should be confirmed by reference to the executed agreement itself. We note that the enforceability of non-compete provisions under California law is subject to significant restrictions, including California Business and Professions Code Section 16600, which generally voids agreements that restrain a person from engaging in a lawful profession, trade, or business. The applicability of any exceptions or the effect of recent legislative and judicial developments on this provision will need to be evaluated separately, as discussed in Section V below.
Non-Solicitation Covenant. Ogilvie agreed not to solicit Aurelius employees, clients, or business partners for a specified period following the termination of his employment. The enforceability of this provision under California law is also subject to analysis in light of Section 16600 and related authorities, though non-solicitation covenants have historically received somewhat different treatment than blanket non-compete clauses depending on their scope.
Explicit Prohibition on Use of Aurelius intellectual Property. The Separation Agreement contained an express provision barring Ogilvie from using, reproducing, distributing, or exploiting any Aurelius-owned intellectual property. This prohibition extended to, but was not limited to, copyrighted audiovisual works, trademarks, trade secrets, and proprietary information of any kind. This provision is independent of the non-compete covenant and is framed as a stand-alone obligation that survives the termination of Ogilvie's employment indefinitely, irrespective of the duration of any other restrictive covenant. The breadth and specificity of this provision are particularly significant in the context of the claims under consideration, as discussed in Section IV below.
Return of Materials. Ogilvie was required to return all Aurelius property, documents, and data in his possession, custody, or control, and to certify in writing that he had not retained any copies — whether in physical or electronic form — of any Aurelius materials, including but not limited to content files, metadata, licensing records, client lists, pricing information, and CMS access credentials. The return-of-materials provision raises the critical factual question of whether Ogilvie complied with this obligation or whether he retained Aurelius materials that were subsequently used in connection with MDD's purported licensing activities. As discussed in Section IV.C below, the manner in which MDD obtained or facilitated access to the actual content files remains an open investigative question.
Consideration. In exchange for the foregoing covenants and a general release of claims against Aurelius and its affiliates, Ogilvie received separation consideration. The specific amount of the separation payment should be confirmed from the executed agreement. The payment was conditioned upon Ogilvie's compliance with all terms of the Separation Agreement, including the restrictive covenants and the return-of-materials obligation.
Governing Law. The Separation Agreement is believed to be governed by California law, though the specific choice-of-law provision and any forum selection clause should be confirmed upon further review of the executed document.
III. FORMATION OF MERIDIAN DIGITAL DISTRIBUTORS, LLC
A. Entity Details
Following his departure from AMA, Ogilvie formed Meridian Digital Distributors, LLC ("MDD") in late 2021. According to filings obtained from the California Secretary of State, MDD is a California limited liability company bearing File No. 202115729430. The entity was organized and filed with the California Secretary of State's office during the fourth quarter of 2021 — approximately five to six months after Ogilvie's termination from AMA.
MDD's registered address is 8912 Burton Way, Suite 200, Beverly Hills, California 90211. Franklin Ogilvie is listed as the sole member and sole manager of MDD. No other members, managers, officers, or registered agents are identified in the publicly available filings, and public records searches have not revealed any additional individuals with a disclosed ownership or management interest in the entity.
As of February 2026, MDD's status with the California Secretary of State is listed as Active. A copy of the Secretary of State filing for MDD is attached hereto as Appendix B.
It is worth noting the choice of the name "Meridian" for Ogilvie's entity. While this may be coincidental, the "Meridian" franchise — one of Aurelius's most commercially valuable properties, with a combined global box office of approximately $1.43 billion — is among the titles that Ogilvie had access to during his employment at AMA. Whether the adoption of the "Meridian" name was intended to trade on the goodwill and recognition of the Aurelius franchise or to create confusion among potential licensees regarding MDD's affiliation with Aurelius is a factual question that may merit further investigation, and could potentially support an additional claim for trademark infringement or unfair business practices depending on the circumstances.
B. Business Activities
Based on the information currently available, MDD appears to operate as a content aggregator and distributor, purporting to hold and sublicense digital distribution rights to film and television content to downstream platforms and channel operators. MDD does not appear to have any publicly identifiable content library of its own production. There is no evidence that MDD has produced, financed, or commissioned the creation of any original audiovisual works. Rather, MDD appears to function exclusively as an intermediary — acquiring (or purporting to acquire) distribution rights from content owners and then sublicensing those rights to downstream distributors and streaming platforms.
This business model is, in principle, a legitimate one. Content aggregators and sub-distributors are common participants in the digital distribution ecosystem, and many streaming platforms and digital distributors rely on aggregators to source content from smaller or mid-tier rights holders. However, the legitimacy of such a business depends entirely on the aggregator's possession of valid, authorized rights from the content owners. As set forth below, MDD did not possess any such rights with respect to Aurelius content.
Ogilvie's approximately four years of employment at AMA, during which he served as a Licensing Manager with direct responsibility for negotiating and administering content licensing agreements, provided him with detailed, insider knowledge of Aurelius's content catalog, licensing structures, pricing models, distribution windows, and existing relationships with digital distribution platforms. This knowledge would have positioned Ogilvie — and, by extension, MDD — to present itself as a credible content distributor to third parties such as StreamNow. Ogilvie's familiarity with industry terminology, standard deal structures, and the specific titles in the Aurelius library would have enabled him to construct facially plausible representations regarding MDD's purported rights, notwithstanding the complete absence of any actual authorization from Aurelius.
C. MDD's Purported Licensing of Aurelius Content
The connection between MDD and the unauthorized distribution of Aurelius content on StreamNow's platform was confirmed through a chain of communications that began in October 2025. On or about October 15, 2025, Lena Kowalski, Aurelius's Head of Digital Rights Enforcement, discovered that a significant number of Aurelius-owned titles were streaming on the StreamNow platform. An informal inquiry was subsequently directed by Raj Anantharam, SVP of Content Licensing & Distribution at AMA, to StreamNow to determine the source of StreamNow's purported rights to the Aurelius content.
In an email dated November 3, 2025, Sandra Yee, Vice President, Content Acquisition at StreamNow Holdings, Inc., responded to Anantharam's inquiry. In that email, Yee represented that StreamNow had obtained Aurelius content through a sublicense from Meridian Digital Distributors, LLC. Specifically, Yee stated that MDD and StreamNow had executed a "Content Distribution Agreement" on March 15, 2024, which covered more than 350 titles, including the 217 Aurelius-owned titles at issue. A copy of the Yee email is attached hereto as Appendix C.
Aurelius's records unequivocally establish that Aurelius never granted MDD any license, sublicense, distribution authority, or other form of authorization over any Aurelius-owned content. This conclusion has been confirmed by three independent sources within the Aurelius organization: Fiona Hartwell (General Counsel), Raj Anantharam (SVP, Content Licensing & Distribution), and Lena Kowalski (Head of Digital Rights Enforcement). Additionally, a comprehensive search of Aurelius's licensing database — the authoritative record of all content licensing and distribution agreements entered into by Aurelius and its subsidiaries — confirms that MDD does not appear as a licensee, sublicensee, authorized distributor, or in any other capacity in Aurelius's records. An extract from the licensing database confirming this finding is attached hereto as Appendix E.
MDD is not and has never been an authorized distributor of Aurelius-owned content. The purported sublicense from MDD to StreamNow is therefore a nullity. MDD had no rights to the Aurelius content and accordingly had no rights to convey to StreamNow or to any other party.
D. Timeline of Key Events
The following timeline summarizes the key events relevant to this memorandum:
IV. ANALYSIS OF POTENTIAL CLAIMS AGAINST FRANKLIN OGILVIE AND MDD
Based on the foregoing factual background, the following claims appear viable against Ogilvie and MDD. Each is discussed in turn.
A. Breach of Separation Agreement (Against Ogilvie)
The June 30, 2021 Separation Agreement contains an explicit prohibition on Ogilvie's use, reproduction, distribution, or exploitation of any Aurelius-owned intellectual property. This prohibition is broadly drafted and extends to copyrighted audiovisual works, trademarks, trade secrets, and proprietary information. It survives the termination of Ogilvie's employment and operates as an independent, stand-alone obligation.
By forming MDD and purporting to license 217 Aurelius-owned audiovisual titles to StreamNow through the March 15, 2024 Content Distribution Agreement, Ogilvie directly and materially violated this prohibition. The unauthorized licensing of Aurelius content — content over which Ogilvie had no rights and which he was expressly prohibited from exploiting — constitutes a clear breach of the intellectual property restriction in the Separation Agreement. The breach is not marginal or ambiguous: Ogilvie created an entity whose apparent business model was predicated, at least in significant part, on the unauthorized exploitation of the very content he was contractually prohibited from using.
The non-compete covenant in the Separation Agreement is also implicated. Ogilvie formed a content distribution company, MDD, that directly competes with Aurelius's content licensing and distribution operations. MDD operates in the same industry, targets the same category of customers (digital streaming platforms and distribution channels), and purports to license the same content that Aurelius itself licenses through authorized channels. Although the enforceability of the non-compete clause under California law requires further analysis in light of Business and Professions Code Section 16600, the factual predicate for a breach-of-non-compete claim is clearly present.
The non-solicitation covenant may also be implicated to the extent that Ogilvie leveraged Aurelius client relationships, contacts, or business partner information in soliciting StreamNow or other potential licensees. Given Ogilvie's role as a Licensing Manager responsible for managing relationships with digital distribution partners, it is reasonable to infer that he possessed contact information and relationship knowledge that could have facilitated his approach to StreamNow or similar platforms. The scope of any such solicitation activity should be explored through discovery.
With respect to remedies, a breach of the Separation Agreement would entitle Aurelius to compensatory damages measured by the harm caused by the breach, which in this case would include lost licensing revenue attributable to the unauthorized exploitation of Aurelius content through MDD. Additionally, depending on the specific remedies provisions of the Separation Agreement, Aurelius may be entitled to injunctive relief to enforce the restrictive covenants going forward, disgorgement of profits earned by Ogilvie or MDD from the unauthorized licensing, and potentially attorneys' fees if the agreement contains a prevailing-party fee-shifting provision. The Separation Agreement should also be reviewed for any liquidated damages clause that might apply in the event of a breach of the intellectual property restriction.
The choice-of-law and forum selection clauses in the Separation Agreement should be confirmed. Based on the information currently available, the agreement is likely governed by California law, which would apply to the breach-of-contract analysis.
Regarding the statute of limitations, the applicable limitations period for breach of a written contract in California is four years under California Code of Civil Procedure Section 337. The MDD–StreamNow Content Distribution Agreement was executed on March 15, 2024, which is well within the four-year limitations period measured from the date of this memorandum. Even if the breach is deemed to have commenced upon the formation of MDD in late 2021, the action would still be timely. There does not appear to be any statute-of-limitations concern with respect to this claim at this time.
B. Fraud (Against Ogilvie and MDD)
Ogilvie, acting through MDD, represented to StreamNow that MDD held valid distribution rights to more than 350 titles, including 217 Aurelius-owned titles. This representation was demonstrably false. MDD had no license, sublicense, distribution authority, or any other form of authorization from Aurelius to distribute any Aurelius content. Ogilvie knew that this representation was false at the time it was made, as he had been expressly prohibited from using Aurelius intellectual property under his Separation Agreement and had been terminated from AMA in connection with an internal investigation into his unauthorized access to Aurelius's CMS.
StreamNow relied on MDD's representations in entering into the Content Distribution Agreement on March 15, 2024, and in ingesting and distributing the Aurelius content on its platform. Had StreamNow known that MDD lacked any valid rights to the Aurelius content, it presumably would not have entered into the agreement or distributed the content on its platform.
Aurelius has suffered substantial damages as a result of Ogilvie's fraud. The unauthorized distribution of 217 Aurelius titles on the StreamNow platform over an approximately twenty-two-month period has caused Aurelius an estimated $14.2 million in lost licensing revenue — revenue that Aurelius would have earned had it licensed the content directly through authorized channels. Moreover, StreamNow generated an estimated $38.6 million in attributable revenue from the unauthorized exploitation of the Aurelius content during this period.
Under California law, the elements of intentional misrepresentation (fraud) are: (1) a misrepresentation of a material fact; (2) knowledge of the falsity of the misrepresentation (scienter); (3) intent to induce reliance on the misrepresentation; (4) justifiable reliance by the plaintiff or, in this case, by the party to whom the misrepresentation was directed; and (5) resulting damages. Each of these elements appears to be satisfied on the facts currently known.
An additional theory of fraud by concealment may also be available. Ogilvie affirmatively concealed from StreamNow the critical facts that (a) he had no authority whatsoever to distribute Aurelius content, (b) he was contractually prohibited from doing so under his Separation Agreement, and (c) he had been terminated from AMA in connection with unauthorized access to Aurelius's content management systems. These facts, had they been disclosed, would have been material to StreamNow's decision to enter into the Content Distribution Agreement with MDD.
The statute of limitations for fraud in California is three years from the date of discovery of the facts constituting the fraud, pursuant to California Code of Civil Procedure Section 338(d). Aurelius did discover the unauthorized distribution of its content on the StreamNow platform until approximately October 15, 2025, and the connection to MDD and Ogilvie was not confirmed until the Sandra Yee email of November 3, 2025. Accordingly, the limitations period has only recently begun to run, and there is no statute-of-limitations concern with respect to the fraud claim.
C. Contributory Copyright Infringement (Against MDD and Ogilvie)
Under federal copyright law, one who, with knowledge of the infringing activity, induces, causes, or materially contributes to the infringing conduct of another is liable as a contributory copyright infringer. See Gershwin Publ'g Corp. v. Columbia Artists Mgmt., Inc., 443 F.2d 1159, 1162 (2d Cir. 1971); A&M Records, Inc. v. Napster, Inc., 239 F.3d 1004, 1019 (9th Cir. 2001). The doctrine requires a showing of (1) knowledge of the infringing activity and (2) material contribution to or inducement of the infringement.
Both elements are satisfied here. First, Ogilvie and MDD had actual knowledge that they possessed no valid rights to the Aurelius content. Ogilvie was expressly prohibited from using, reproducing, distributing, or exploiting any Aurelius intellectual property under the terms of his Separation Agreement. He was terminated from AMA precisely because of concerns about his unauthorized access to and downloading of content from Aurelius's CMS. There can be no credible argument that Ogilvie believed in good faith that MDD held valid distribution rights to Aurelius content. His knowledge of falsity was direct and personal.
Second, MDD's actions constituted material contributions to StreamNow's infringement. By purporting to license the Aurelius content to StreamNow through the March 15, 2024 Content Distribution Agreement, MDD provided the essential predicate for StreamNow's infringing acts. Without MDD's purported license, StreamNow would not have had access to or ingested the 217 Aurelius titles onto its platform. MDD's role was not peripheral or incidental — it was the direct and proximate cause of StreamNow's ingestion and distribution of the infringing content.
The precise mechanism by which MDD obtained or directed StreamNow to obtain the actual content files and streams remains an open and critical factual question. There are at least two plausible scenarios:
1.  MDD supplied digital assets directly. Ogilvie may have retained Aurelius content files, metadata, distribution keys, or access credentials in violation of the return-of-materials provision of his Separation Agreement, and used these materials to supply the content to StreamNow. If this is the case, Ogilvie's retention of Aurelius materials would constitute a separate breach of the Separation Agreement and could support additional claims, including misappropriation of trade secrets.
2.  MDD provided metadata and access information. Alternatively, Ogilvie may have provided StreamNow with sufficient metadata, technical specifications, and access information — drawn from his knowledge of Aurelius's CMS and content delivery infrastructure — to enable StreamNow to source or replicate the content through other channels. Even in this scenario, MDD's provision of this information would constitute a material contribution to the infringement.
Resolution of this factual question is essential to understanding the full scope of Ogilvie's misconduct and the appropriate remedies. It should be a priority focus of expedited discovery from MDD and Ogilvie in any filed action.
With respect to damages, contributory copyright infringers are jointly and severally liable for the damages arising from the infringement they contributed to. The total attributable revenue generated by StreamNow from the unauthorized exploitation of the 217 Aurelius titles is estimated at $38.6 million. The preliminary net recoverable damages estimate prepared by Hargrove Economic Consulting Group is $41.3 million, which accounts for lost licensing revenue, disgorgement of infringer profits, and related damages components. Joint and several liability would permit recovery of the full amount from Ogilvie and MDD, in addition to and/or in conjunction with recovery from StreamNow.
D. Inducement of Infringement (Against MDD and Ogilvie)
Under the Supreme Court's framework in Metro-Goldwyn-Mayer Studios Inc. v. Grokster, Ltd., 545 U.S. 913 (2005), one who distributes a device, product, or service with the object of promoting its use to infringe copyright, as shown by clear expression or other affirmative steps taken to foster infringement, is liable for the resulting acts of infringement by third parties. While Grokster arose in the context of peer-to-peer file-sharing technology, the inducement doctrine is not limited to technology distributors and has been applied to a range of circumstances in which a party actively promotes or facilitates infringing conduct.
Ogilvie and MDD actively promoted and induced StreamNow's infringement of Aurelius's copyrights. Specifically, Ogilvie, through MDD:
•  Affirmatively represented to StreamNow that MDD held valid distribution rights to more than 350 titles, including 217 Aurelius-owned titles;
•  Negotiated and executed the Content Distribution Agreement with StreamNow on March 15, 2024, establishing the contractual framework under which StreamNow ingested and distributed the infringing content;
•  Facilitated StreamNow's ingestion and distribution of the Aurelius content by providing (directly or indirectly) the content, metadata, or access information necessary for StreamNow to make the content available on its platform; and
•  Accepted compensation from StreamNow under the Content Distribution Agreement in exchange for the purported distribution rights, thereby profiting from the inducement of infringement.
The requisite intent to induce infringement is amply demonstrated by the circumstances of Ogilvie's departure from AMA and the formation of MDD. Ogilvie knew that he had no authority to distribute Aurelius content. He had been terminated in connection with unauthorized access to Aurelius's CMS. He was expressly prohibited from using Aurelius intellectual property under his Separation Agreement. Despite all of this, he formed MDD, adopted a name evocative of one of Aurelius's most valuable franchises, and affirmatively represented to StreamNow that MDD held valid rights. This is not a case of inadvertent or negligent facilitation of infringement — it is a case of deliberate, knowing, and intentional inducement.
Furthermore, the scope of the infringement induced by MDD and Ogilvie extends beyond StreamNow's direct distribution of the Aurelius content. According to information obtained in the course of our investigation, StreamNow subsequently sublicensed Aurelius content bundles to four FAST (Free Ad-Supported Streaming Television) channel operators:
•  Brindoval Channel Networks, Inc.;
•  BrightLoop Media, LLC;
•  Velvet Stream Partners, LP; and
•  Pacific Lantern Digital Pty Ltd.
These downstream sublicenses further amplified the scope of the infringement that MDD and Ogilvie set in motion. Each of these FAST channel operators distributed Aurelius content to their respective audiences without any authorization from Aurelius, and MDD's initial purported license to StreamNow was the originating link in this chain of unauthorized distribution. The full scope of the damages attributable to the downstream sublicenses will need to be assessed as additional information becomes available.
E. Additional Considerations
Potential Criminal Referral. The scale, deliberateness, and sophistication of Ogilvie's conduct warrant consideration of a criminal referral. Ogilvie engaged in unauthorized access to Aurelius's CMS during his employment, formed a sham distribution entity upon his departure, and made fraudulent representations generating tens of millions of dollars in revenue from content he had no right to distribute. This pattern of conduct may constitute criminal copyright infringement under 17 U.S.C. § 506, which imposes criminal liability for willful copyright infringement undertaken for purposes of commercial advantage or private financial gain. Additionally, Ogilvie's use of interstate electronic communications to effectuate his fraudulent scheme may implicate the federal wire fraud statute, 18 U.S.C. § 1343. We note that the decision to pursue a criminal referral would rest with the United States Attorney's Office and is not within the scope of the current engagement. However, this possibility should be flagged for the client, Fiona Hartwell, and the broader Aurelius leadership team so that they may consider whether a referral is consistent with their enforcement objectives.
Ogilvie's Financial Capacity. Given that Ogilvie is an individual and MDD appears to be a single-member LLC with no independently identifiable assets, collection of a substantial judgment against Ogilvie and MDD may present practical challenges. MDD's status as a single-member LLC means that its assets are likely limited to whatever revenues Ogilvie has retained in the entity, and Ogilvie's personal assets may or may not be sufficient to satisfy a multi-million-dollar judgment. Notwithstanding these collection concerns, pursuing claims against Ogilvie and MDD serves several critical strategic purposes:
(a) Establishing the Invalidity of the MDD Sublicense. A judgment or ruling against MDD establishing that the purported sublicense to StreamNow is void ab initio will eliminate any basis for StreamNow's defense that it held valid rights to the Aurelius content through a chain of title originating with MDD.
(b) Undermining StreamNow's "Innocent Infringer" Defense. If StreamNow contends that it was an innocent infringer that relied in good faith on MDD's representations, discovery and adjudication of the Ogilvie/MDD claims will expose the deficiencies in StreamNow's due diligence and the red flags that StreamNow should have investigated before entering into the Content Distribution Agreement with MDD.
(c) discovery Regarding the Full Scope of MDD's Operations. discovery directed at MDD and Ogilvie may reveal additional unauthorized licenses of Aurelius content to parties beyond StreamNow, as well as unauthorized licensing of content belonging to other rights holders. Such discovery could expand the scope of recoverable damages and potentially identify additional parties that should be pursued.
(d) Demonstrating Willfulness Across the Infringement Chain. Evidence of Ogilvie's deliberate, knowing misconduct strengthens the overall case for willfulness-based enhanced damages against all parties in the infringement chain, including StreamNow.
Veil Piercing / Alter Ego. MDD is a single-member LLC with Ogilvie as the sole member and manager. Under California law, the corporate form of an LLC may be disregarded under the alter ego doctrine if the plaintiff demonstrates (1) that there is such a unity of interest and ownership between the LLC and its member that the separate personalities of the entity and the individual no longer exist, and (2) that adherence to the fiction of the separate existence of the entity would sanction a fraud or promote injustice. See Sonora Diamond Corp. v. Superior Court, 83 Cal. App. 4th 523, 538 (2000). If MDD lacks adequate capitalization, if Ogilvie has commingled personal and entity assets, or if MDD has failed to observe LLC formalities, alter ego liability may attach, allowing direct recovery against Ogilvie personally for the obligations and liabilities of MDD. This theory should be explored through discovery.
Relationship to StreamNow Claims. The Ogilvie/MDD background documented in this memorandum is critical to the claims against StreamNow for several reasons. First, it establishes the complete absence of any valid chain of rights from Aurelius to StreamNow. The purported chain — Aurelius to MDD to StreamNow — is broken at its first link because MDD never received any rights from Aurelius. Second, it highlights StreamNow's failure to conduct adequate due diligence on MDD and its purported rights. Ogilvie's former employment at AMA was a readily discoverable fact that should have raised a red flag for StreamNow's content acquisition team. A reasonably diligent licensee would have verified MDD's rights directly with Aurelius before executing the Content Distribution Agreement. Third, the willfulness of Ogilvie's conduct, and the inferrable knowledge or willful blindness on the part of StreamNow, are discussed more fully in the Willfulness Analysis Memorandum, which should be cross-referenced with this memorandum.
V. RECOMMENDATIONS
Based on the foregoing analysis, I make the following recommendations:
1.  Include Ogilvie and MDD as Defendants. Franklin Ogilvie and Meridian Digital Distributors, LLC should be named as defendants in any complaint filed against StreamNow Holdings, Inc. in the United States District Court for the Central District of California. Including Ogilvie and MDD in the action will enable comprehensive adjudication of all claims arising from the infringement chain, facilitate joint discovery, and serve the strategic purposes outlined in Section IV.E above. The claims to be asserted against Ogilvie and MDD should include contributory copyright infringement, inducement of infringement, breach of the Separation Agreement (against Ogilvie individually), and fraud (against both MDD and Ogilvie).
2.  Issue a Separate Demand Letter. A separate demand letter should be sent to MDD and Franklin Ogilvie at MDD's registered address (8912 Burton Way, Suite 200, Beverly Hills, CA 90211), concurrent with the demand letter to StreamNow. The demand letter should demand (a) immediate cessation of all purported licensing, distribution, or exploitation of any Aurelius-owned content, (b) preservation of all documents, communications, records, and data relating to MDD's operations, including all agreements, correspondence, and financial records relating to the Content Distribution Agreement with StreamNow and any other purported licensing arrangements, and (c) a full accounting of all revenues received by MDD and Ogilvie in connection with the purported licensing of Aurelius content, including identification of all parties to whom MDD has purported to license or sublicense any content.
3.  Seek Expedited discovery. In any filed action, we should seek expedited discovery from MDD and Ogilvie directed at the following critical issues:
(a) The precise mechanism by which MDD obtained or facilitated access to the Aurelius content files, including whether Ogilvie retained any Aurelius materials in violation of the return-of-materials provision of the Separation Agreement;
(b) Whether MDD has purported to license Aurelius content — or content belonging to any other rights holder — to any parties other than StreamNow, and if so, the identity of those parties, the titles involved, and the terms of the arrangements;
(c) A complete financial accounting of MDD's revenues and expenses, including all payments received from StreamNow or any other licensee, and the disposition of those revenues; and
(d) Franklin Ogilvie's personal financial position, including personal assets, income, and any transfers of assets from MDD to Ogilvie or from Ogilvie to third parties.
4.  Cross-Reference with Related Memoranda. This memorandum should be cross-referenced with the MDD–StreamNow Agreement Analysis Memorandum (forthcoming from Wendy Schultz), which will provide a detailed analysis of the terms of the Content Distribution Agreement between MDD and StreamNow, and the Willfulness Analysis Memorandum, which will address the evidence of willfulness across the infringement chain. Together, these three memoranda will provide a comprehensive picture of the factual and legal basis for all claims against StreamNow, MDD, and Ogilvie.
5.  Review Enforceability of Restrictive Covenants. We should advise Aurelius, through Fiona Hartwell, to undertake a focused review of the Separation Agreement to confirm the enforceability of all restrictive covenants under current California law. California law has undergone significant developments regarding the enforceability of non-compete agreements, including the enactment of Assembly Bill 1076 (effective January 1, 2024) codifying the rule of Edwards v. Kraft Quill CPAs LLP, 44 Cal. 4th 937 (2008), and Senate Bill 699 (also effective January 1, 2024) expanding the voiding of non-compete clauses regardless of where and when the agreement was signed. While these developments may affect the enforceability of the non-compete covenant in the Separation Agreement, the explicit prohibition on the use of Aurelius intellectual property — which is separate from and independent of the non-compete clause — should remain fully enforceable as a protection of Aurelius's proprietary rights rather than a restraint on trade. This distinction should be carefully preserved in any litigation strategy.
VI. APPENDICES AND EXHIBITS REFERENCED
The following appendices are referenced in this memorandum and are attached hereto or available upon request:
Appendix A: Separation Agreement and General Release between Aurelius Media Americas, Inc. and Franklin Ogilvie, dated June 30, 2021 (provided by Fiona Hartwell, General Counsel, AGMG)
Appendix B: California Secretary of State filing for Meridian Digital Distributors, LLC, SOS File No. 202115729430
Appendix C: Email from Sandra Yee (VP, Content Acquisition, StreamNow Holdings, Inc.) to Raj Anantharam (SVP, Content Licensing & Distribution, Aurelius Media Americas, Inc.), dated November 3, 2025, referencing MDD as the source of StreamNow's purported rights to Aurelius content
Appendix D: Internal investigation summary regarding Franklin Ogilvie's unauthorized access to Aurelius content management systems (provided by Lena Kowalski, Head of Digital Rights Enforcement, AGMG)
Appendix E: Aurelius licensing database extract confirming the absence of any authorization, license, or distribution agreement with Meridian Digital Distributors, LLC (provided by Raj Anantharam, SVP, Content Licensing & Distribution, Aurelius Media Americas, Inc.)
This memorandum is prepared as attorney work product and is protected by the attorney-client privilege and the work product doctrine. It is intended solely for use by the attorneys and personnel of Calderwood & Harkness LLP and the client, Aurelius Global Media Group PLC, in connection with the above-referenced matter. This memorandum should not be disclosed to any third party without the prior written consent of Calderwood & Harkness LLP and the client.
Prepared by:
CALDERWOOD & HARKNESS LLP
By: ________
Name: Omar Siddiqui
Title: Associate
Date: February 22, 2026
Date | Event
Approximately 2017 | Ogilvie begins employment at Aurelius Media Americas, Inc. as Licensing Manager
Pre-June 2021 | Internal IT security and compliance investigation identifies unauthorized CMS access by Ogilvie
June 30, 2021 | Ogilvie's employment at AMA terminated; Separation Agreement executed
Late 2021 (Q4) | MDD incorporated in California (SOS File No. 202115729430)
March 15, 2024 | MDD–StreamNow Content Distribution Agreement allegedly executed, covering 350+ titles including 217 Aurelius titles
Approximately April 1, 2024 | Approximate start of the twenty-two-month infringement period during which Aurelius titles streamed without authorization on the StreamNow platform
October 15, 2025 | Lena Kowalski discovers Aurelius titles streaming on StreamNow platform
November 3, 2025 | Sandra Yee (StreamNow) email cites MDD as StreamNow's source of purported rights to Aurelius content
February 22, 2026 | Date of this memorandum

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT

MEMORANDUM

MATTER NO.: 1017-00003

I. PURPOSE AND SCOPE

III. FORMATION OF MERIDIAN DIGITAL DISTRIBUTORS, LLC

IV. ANALYSIS OF POTENTIAL CLAIMS AGAINST FRANKLIN OGILVIE AND MDD

V. RECOMMENDATIONS

VI. APPENDICES AND EXHIBITS REFERENCED

CALDERWOOD & HARKNESS LLP

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