1017-00003 · Aurelius Global Media Group · Legal Analysis & Strategy

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PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION ATTORNEY WORK PRODUCT — PREPARED IN ANTICIPATION OF LITIGATION

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

March 7, 2026

MEMORANDUM

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

FROM: Marcus Delgado, Partner Wendy Schultz, Senior Associate Calderwood & Harkness LLP

RE: Pre-Suit Assessment — Aurelius Global Media Group PLC v. StreamNow Holdings, Inc., Meridian Digital Distributors, LLC, and Franklin Ogilvie

MATTER NO.: 1017-00003

This memorandum has been prepared at the direction of counsel in anticipation of litigation and is protected by the attorney-client privilege and the work-product doctrine. It is intended solely for the use of Aurelius Global Media Group PLC and its authorized representatives. Any disclosure, distribution, or copying of this memorandum or its contents to any person other than those identified above is strictly prohibited. No waiver of any applicable privilege or protection is intended by the preparation, transmission, or review of this memorandum.

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I. EXECUTIVE SUMMARY

Calderwood & Harkness LLP has completed its pre-suit assessment of the claims available to Aurelius Global Media Group PLC ("Aurelius") and its wholly-owned U.S. subsidiary, Aurelius Media Americas, Inc. ("AMA"), arising from the unauthorized reproduction, distribution, and public performance of 217 Aurelius-owned audiovisual works by StreamNow Holdings, Inc. ("StreamNow") through its streaming aggregation platform and sublicensed free ad-supported streaming television ("FAST") channels. The 217 works at issue comprise 142 feature films and 75 television series (encompassing 1,038 individual episodes), and the unauthorized exploitation occurred over an approximately 22-month period from approximately April 1, 2024, through January 31, 2026. This memorandum sets forth the factual record as presently understood, analyzes the applicable legal claims and anticipated defenses, quantifies preliminary damages, and recommends a litigation strategy.

The central factual predicate of Aurelius's claims is straightforward. StreamNow ingested and made available the entirety of the 217 Aurelius-owned works on its platform and through downstream sublicensees without any authorization from Aurelius. StreamNow's purported source of authority — a sublicense from Meridian Digital Distributors, LLC ("MDD") — is invalid on its face. MDD was never an authorized distributor of Aurelius content. MDD is a California limited liability company formed in late 2021 by Franklin Ogilvie ("Ogilvie"), a former mid-level licensing manager at AMA whose employment was terminated following an internal investigation and who executed a separation agreement on June 30, 2021, that explicitly prohibited the use of any Aurelius intellectual property. Aurelius's internal records are unambiguous: no license, sublicense, or distribution authority of any kind was ever granted to MDD, to Ogilvie, or to any entity acting on their behalf with respect to any Aurelius-owned content.

Our preliminary damages analysis, conducted in consultation with Hargrove Economic Consulting Group ("Hargrove"), projects net recoverable damages of approximately $41.3 million. This figure is derived from a combined actual damages and infringer's profits model under 17 U.S.C. § 504(b), comprising Aurelius's lost licensing revenue of $14.2 million and StreamNow's attributable profits of $38.6 million, with appropriate apportionment to avoid double-counting. As an alternative, statutory damages under 17 U.S.C. § 504(c) could reach up to $28,350,000 for the 189 timely-registered works at the willful infringement rate of $150,000 per work (or $32,550,000 if all 217 works were eligible). The actual damages plus profits theory is the preferred approach because it exceeds the statutory damages ceiling.

Aurelius possesses strong claims under both federal copyright law and California state law. The ownership element is well-established through a comprehensive registration portfolio and clean chain of title. The infringement element is essentially undisputed — StreamNow does not deny hosting and distributing the content, and the works are verbatim, identical copies of Aurelius's copyrighted audiovisual materials. The only contested issue is authorization, and that issue decisively favors Aurelius: MDD had no authority to license, and the purported MDD sublicense is void ab initio. Evidence of willfulness is compelling and supports enhanced statutory damages and attorneys' fees.

Based on our assessment, we recommend the following course of action:

1. March 2026: Serve formal cease-and-desist and pre-suit demand letters on all parties (StreamNow, MDD/Ogilvie, and the four FAST channel sublicensees), demanding immediate cessation of all unauthorized use, complete takedown of Aurelius content, a full accounting of revenues, and payment of damages. The demand letter to StreamNow will specify a 30-day response window.

2. April – May 2026: Engage in focused settlement negotiations with StreamNow, with an opening demand of $41.3 million and a settlement floor to be discussed in a separate Settlement Authority Recommendation Memorandum.

3. June 2026 (contingent): If settlement is not reached, file suit in the United States District Court for the Central District of California (Los Angeles Division), asserting claims for direct copyright infringement, contributory copyright infringement, inducement of infringement, unfair competition under California Business and Professions Code § 17200, and tortious interference with prospective economic advantage. Simultaneously, or shortly thereafter, file a motion for temporary restraining order and preliminary injunction seeking immediate takedown.

In summary, Aurelius's legal position is strong on all material elements — ownership, infringement, and willfulness. The anticipated defenses are weak and, in several cases, affirmatively foreclosed by the factual record. The litigation posture is highly favorable, and we recommend that Aurelius proceed with the pre-suit demand process as outlined herein.

II. FACTUAL BACKGROUND

A. The Parties

1. Aurelius Global Media Group PLC

Aurelius Global Media Group PLC is a United Kingdom-headquartered public limited company (Companies House Registration No. 08724561) listed on the London Stock Exchange under AIM ticker symbol AGLM, with American Depositary Receipts traded on the U.S. over-the-counter market. Aurelius's principal offices are located at 45 Clarewood Place, London W1K 6TH, United Kingdom.

Aurelius conducts its North American operations through its wholly-owned subsidiary, Aurelius Media Americas, Inc. ("AMA"), a Delaware corporation with offices at 1900 Avenue of the Stars, Suite 2200, Los Angeles, California 90067. AMA is the primary vehicle through which Aurelius licenses and distributes its content library in the United States, Canada, and Latin America. All relevant U.S. copyrights at issue in this matter are held by Aurelius and/or AMA, as detailed in Section II.C below.

For its most recently completed fiscal year (FY2025), Aurelius reported consolidated revenue of £1.87 billion (approximately $2.36 billion at an exchange rate of £1 = $1.26). Aurelius's content library comprises over 4,200 film and television titles spanning multiple genres and production eras. The library represents one of the most commercially valuable and widely recognized catalogs in the global entertainment industry.

Among the most prominent titles at issue in this dispute are three key franchises:

• The "Meridian" Franchise: Six feature films constituting one of Aurelius's flagship theatrical properties, with combined worldwide box office receipts of approximately $1.43 billion. The franchise is a cornerstone of Aurelius's brand identity and a consistent revenue generator across theatrical, home entertainment, licensing, and streaming distribution windows.

• The "Iron Compass" Series: A four-season, 48-episode dramatic television series that has been a flagship property of Aurelius's television division, averaging 9.2 million UK viewers per episode. The series has also achieved significant international success, with licensed distribution in over 30 territories.

• The "Thornfield" Period Drama Catalog: A collection of 12 film and television titles in the period drama genre, which have collectively received seven BAFTA awards and constitute a critically acclaimed and commercially successful segment of Aurelius's library.

Key personnel relevant to this matter include: Sir Alistair Pemberton, Chief Executive Officer; Fiona Hartwell, General Counsel; Raj Anantharam, Senior Vice President of Content Licensing & Distribution; and Lena Kowalski, Head of Digital Rights Enforcement. Aurelius's auditors are Whitmore & Pryce LLP (London). Aurelius's UK outside intellectual property counsel is Bexley Marsh Solicitors LLP (London), which conducted the preliminary assessment of Aurelius's claims in November and December 2025 before recommending engagement of U.S. counsel.

2. StreamNow Holdings, Inc.

StreamNow Holdings, Inc. is a Delaware corporation (File No. 7291843) headquartered at 3400 Wilshire Boulevard, Suite 1800, Los Angeles, California 90010. Its registered agent in Delaware is Capitol Registered Agents, Inc., 1209 Orange Street, Wilmington, Delaware 19801.

StreamNow operates a streaming "super-aggregator" platform that bundles content from multiple studios, independent distributors, and other content providers into a unified subscription-based or ad-supported user interface. The platform is currently available in 14 countries. StreamNow's core business model involves aggregating licensed content from upstream providers, organizing that content into curated libraries and genre-specific channels, and making it available to end-user subscribers through its own platform interface. In addition, StreamNow sublicenses curated bundles of content to third-party multichannel video programming distributor ("MVPD") partners and FAST channel operators, generating incremental sublicensing revenue. StreamNow exercises editorial control over catalog selection, pricing tiers, geographic availability, and content presentation across its platform and sublicensed channels.

StreamNow was founded in 2019 and remains privately held. Its majority shareholder, holding approximately 62% of fully diluted equity, is Pinnacle Ventures Fund III, LP, a San Francisco-based growth equity fund. Pinnacle closed a $145 million Series C investment in StreamNow in June 2022. The general partner of Pinnacle Ventures Fund III, LP is Pinnacle Ventures Management III, LLC, with Howard Cheng serving as Managing Partner. The presence of a well-capitalized institutional investor as majority owner is relevant to both StreamNow's financial resources for litigation and its ability to satisfy a judgment.

For its most recently completed fiscal year (FY2025), StreamNow's estimated revenue is approximately $312 million. This figure is derived from publicly available filings and industry reports, as StreamNow does not publicly report financial results. Validation of StreamNow's actual financials will require discovery.

Key StreamNow personnel relevant to this matter include: Derek Calloway, Chief Executive Officer and Co-Founder; Priya Menon, Chief Operating Officer and Co-Founder; Tobias Rennert, General Counsel; and Sandra Yee, Vice President of Content Acquisition. Ms. Yee is the individual who, in a November 3, 2025 email to Aurelius SVP Raj Anantharam, asserted that StreamNow's use of Aurelius content was authorized through a sublicense from MDD.

StreamNow's outside counsel is Grantham Roth & Pearce LLP, 555 South Flower Street, Suite 4200, Los Angeles, California 90071. The anticipated lead partner for StreamNow's defense is Victoria Langford, a recognized IP litigation practitioner, with Associate Brian Matsuda supporting. Ms. Langford has a reputation as a capable and aggressive litigator in the content and technology space; we have had prior experience opposing her in related matters and are familiar with her litigation style.

3. Meridian Digital Distributors, LLC

Meridian Digital Distributors, LLC ("MDD") is a California limited liability company (Secretary of State File No. 202115729430) that was incorporated in late 2021. Its sole member and manager is Franklin Ogilvie. MDD's registered address is 8912 Burton Way, Suite 200, Beverly Hills, California 90211. As of February 2026, MDD's status with the California Secretary of State is listed as active.

MDD represents itself as a digital content distribution intermediary. It is the entity that purportedly executed a "Content Distribution Agreement" with StreamNow on March 15, 2024, under which MDD claimed authority to sublicense to StreamNow a catalog of 350+ titles, including the 217 Aurelius titles at issue. However, Aurelius's records confirm — categorically and without exception — that Aurelius never granted MDD any license, sublicense, distribution authority, or other right to exploit any Aurelius-owned content. MDD is not and has never been an authorized distributor or agent of Aurelius.

MDD appears to be a small, thinly capitalized entity with no discernible track record in the content distribution industry prior to its dealings with StreamNow. The entity's formation in late 2021 — shortly after Ogilvie's separation from AMA — and its subsequent purported licensing of Aurelius content are circumstantially significant and form a key part of the factual narrative supporting Aurelius's claims of willfulness against StreamNow.

4. Franklin Ogilvie

Franklin Ogilvie is a California resident and the sole member and manager of MDD. Prior to forming MDD, Ogilvie was employed as a mid-level licensing manager at Aurelius Media Americas, Inc. from approximately 2017 to June 30, 2021. In this capacity, Ogilvie had access to Aurelius's content management systems, licensing databases, and related proprietary information concerning Aurelius's content library.

Ogilvie's employment at AMA was terminated effective June 30, 2021, following an internal investigation that revealed unauthorized access to Aurelius's content management systems. The circumstances of that investigation are summarized in the relevant internal personnel files, which AMA has preserved and made available for our review.

On June 30, 2021, in connection with his separation, Ogilvie executed a separation agreement with AMA (the "Separation Agreement"). The Separation Agreement contains the following provisions, among others, that are directly relevant to this matter:

• A non-compete covenant restricting Ogilvie from engaging in certain competitive activities for a specified period following his separation;

• A non-solicitation covenant restricting Ogilvie from soliciting AMA's business partners, clients, and employees;

• An explicit prohibition on the use of any Aurelius intellectual property, including but not limited to copyrighted content, trademarks, trade secrets, and confidential business information, in any form and for any purpose following separation; and

• Confidentiality obligations concerning proprietary and confidential information obtained during the course of Ogilvie's employment.

Relevant excerpts of the Separation Agreement are attached at Appendix G. Ogilvie's formation of MDD in late 2021 — approximately five months after his separation — and MDD's subsequent purported licensing of 217 Aurelius titles to StreamNow constitute direct and flagrant violations of the Separation Agreement.

B. The Infringement

1. Discovery and Timeline

The chronology of events leading from Aurelius's discovery of the infringement through the engagement of Calderwood & Harkness and the initiation of this pre-suit assessment is as follows:

• October 15, 2025: Lena Kowalski, Aurelius's Head of Digital Rights Enforcement, discovered during routine monitoring that multiple Aurelius-owned titles were available for streaming on the StreamNow platform. Ms. Kowalski identified titles from all three of the key franchises — Meridian, Iron Compass, and Thornfield — among the available content. Aurelius had no knowledge of, and had not authorized, any licensing arrangement with StreamNow.

• October 22, 2025: Ms. Kowalski escalated the matter to General Counsel Fiona Hartwell. An internal investigation was immediately initiated, involving a comprehensive review of Aurelius's licensing records, content management systems, and rights databases to determine whether any authorization had been granted for StreamNow's use of Aurelius content. The investigation confirmed that no such authorization existed.

• November 3, 2025: Raj Anantharam, Aurelius's SVP of Content Licensing & Distribution, contacted StreamNow through informal channels to inquire about the basis for StreamNow's use of Aurelius content. Sandra Yee, StreamNow's VP of Content Acquisition, responded by email on the same date, asserting that StreamNow had obtained the right to stream Aurelius content through a sublicense from Meridian Digital Distributors, LLC. The Yee email is attached at Appendix F and forms a critical piece of documentary evidence.

• November 18, 2025: Aurelius engaged Bexley Marsh Solicitors LLP, its UK outside intellectual property counsel, for a preliminary assessment of the situation and advice on the available legal remedies.

• December 5, 2025: Bexley Marsh its preliminary assessment and recommended that Aurelius engage experienced U.S. copyright litigation counsel to pursue the matter in U.S. courts, given that (a) the primary infringer (StreamNow) is a U.S. entity headquartered in California, (b) the core intellectual property rights at issue are U.S. copyrights, and (c) U.S. federal copyright law provides the most robust remedial framework for the claims.

• January 8, 2026: Aurelius, through Ms. Hartwell, contacted Calderwood & Harkness LLP regarding potential representation.

• January 15, 2026: An initial consultation took place between Marcus Delgado, Partner at Calderwood & Harkness, and Fiona Hartwell. During this consultation, the key facts were reviewed, the scope of the proposed engagement was discussed, and a preliminary assessment was provided.

• January 22, 2026: Lexington IP Services, Inc. ("Lexington"), under the direction of Marissa Chung, Director of Copyright Research, completed a comprehensive U.S. Copyright Office records search covering all 217 titles at issue. The results of this search are summarized in Section II.C below and attached in full at Appendix A.

• February 12, 2026: The Calderwood & Harkness engagement was formally opened under Matter No. 1017-00003. The engagement team comprises Marcus Delgado (Partner), Jonathan Bloom (Partner, co-chair of the firm's IP Litigation Practice), Wendy Schultz (Senior Associate), and Amir Siddiqui (Associate).

• February 14, 2026: A retainer of $150,000 was received from Aurelius.

2. Nature and Scope of Unauthorized Use

The unauthorized use of Aurelius's copyrighted content by StreamNow is extensive in both scale and duration. Based on our investigation to date, including the forensic analysis conducted by CipherTrace Analytics, LLC, the infringement may be characterized as follows.

StreamNow ingested 217 Aurelius-owned titles into its platform library and made those titles available for streaming to its subscribers. The 217 titles comprise 142 feature films and 75 television series encompassing a total of 1,038 individual episodes. The affected content spans the breadth of Aurelius's most commercially valuable properties, including all six films in the Meridian franchise, all four seasons (48 episodes) of the Iron Compass series, and all 12 titles in the Thornfield period drama catalog, as well as numerous additional feature film and television properties.

The infringement period spans approximately 22 months, from approximately April 1, 2024, through January 31, 2026. CipherTrace's forensic analysis confirmed that ingestion of Aurelius content into StreamNow's platform began in or about April 2024, with the content remaining continuously available through at least January 31, 2026, when our investigation prompted StreamNow to begin removing certain titles (though removal has not been complete as of the date of this memorandum).

During this period, the Aurelius content was made available to StreamNow subscribers in the United States, Canada, Australia, and 11 additional territories across StreamNow's global platform footprint. The geographic breadth of the infringement is significant for damages calculation purposes, as it encompasses both Aurelius's core North American licensing territory and a number of international territories where Aurelius maintains separate licensing relationships with authorized platforms.

In addition to making Aurelius content available directly through its own platform, StreamNow sublicensed bundles of content that included Aurelius titles to at least four third-party FAST channel operators:

1. Brindoval Channel Networks, Inc. (Dallas, Texas) — a U.S.-based FAST channel operator;

2. BrightLoop Media, LLC (Miami, Florida) — a U.S.-based FAST channel operator;

3. Velvet Stream Partners, LP (Toronto, Ontario, Canada) — a Canada-based FAST channel operator; and

4. Pacific Lantern Digital Pty Ltd (Sydney, New South Wales, Australia) — an Australia-based FAST channel operator.

These FAST channel sublicensees further distributed and publicly performed Aurelius's copyrighted content to their own audiences, compounding the scope of the infringement and the harm to Aurelius's licensing revenue and market position. A summary of the identified FAST channel sublicensees is attached at Appendix J.

At no time during the infringement period — or at any other time — did Aurelius execute a license agreement with StreamNow, authorize MDD to sublicense content to StreamNow, or authorize any other intermediary to grant StreamNow any rights in Aurelius-owned content. Aurelius's licensing records, which are maintained in a comprehensive digital rights management system administered by the Content Licensing & Distribution division under Raj Anantharam's supervision, are unambiguous on this point.

3. StreamNow's Claimed Source of Rights

As noted above, when Aurelius first inquired about StreamNow's use of Aurelius content, StreamNow's VP of Content Acquisition, Sandra Yee, responded by email on November 3, 2025, asserting that StreamNow had obtained the right to stream Aurelius content through a sublicense from MDD. Specifically, Ms. Yee stated that StreamNow had entered into a "Content Distribution Agreement" with MDD on March 15, 2024, under which MDD purported to grant StreamNow the right to reproduce, distribute, and publicly perform a catalog of 350+ titles, including the 217 Aurelius-owned works at issue.

The purported Content Distribution Agreement between MDD and StreamNow has been partially produced by StreamNow in connection with the informal exchange of information that followed the Yee email. A copy, to the extent available, is attached at Appendix H. Based on our review of the available portions of this agreement, MDD represented that it held valid distribution rights to the titles listed in the agreement's content schedule and purported to grant StreamNow a non-exclusive sublicense for digital distribution, streaming, and FAST channel sublicensing in 14 enumerated territories.

The purported MDD sublicense is void for a fundamental and insurmountable reason: MDD never possessed the rights it claimed to sublicense. A sublicensee can acquire no greater rights than its licensor actually possessed. This principle — nemo dat quod non habet — is well-established in both copyright and contract law. Because MDD was never granted any license or distribution authority by Aurelius over any Aurelius-owned content, MDD's purported grant of rights to StreamNow was a legal nullity. StreamNow's reliance on this void sublicense provides no defense to Aurelius's infringement claims.

Aurelius's internal records have been exhaustively reviewed, and they confirm with certainty that Aurelius never granted MDD any license, sublicense, or distribution authority of any kind with respect to any Aurelius-owned content. MDD does not appear in Aurelius's licensee database, contract management system, or accounts receivable records. No payments were ever received from MDD. No correspondence, term sheets, or negotiations between Aurelius and MDD have been identified.

Moreover, as discussed in Section II.A.4 above, Ogilvie's Separation Agreement, executed on June 30, 2021, explicitly prohibited his use of any Aurelius intellectual property. MDD's purported licensing of 217 Aurelius titles to StreamNow therefore constituted not only a copyright infringement but also a direct breach of the Separation Agreement by Ogilvie.

4. CipherTrace Forensic Findings

Calderwood & Harkness retained CipherTrace Analytics, LLC ("CipherTrace") to conduct a comprehensive technical forensic analysis of the StreamNow platform and the unauthorized exploitation of Aurelius content. The engagement is led by Dr. Nathan Frey, CipherTrace's Managing Director and a recognized expert in digital content forensics, content fingerprinting, and streaming platform analytics.

CipherTrace's analysis, which is summarized at Appendix C and will form the basis for expert testimony in any subsequent litigation, has yielded the following key findings:

• Content Fingerprinting: CipherTrace deployed its proprietary content fingerprinting technology to confirm the presence of all 217 Aurelius-owned titles on the StreamNow platform. The fingerprinting analysis matched the digital content files hosted on StreamNow's servers against authenticated reference copies of the Aurelius works. The match rate was 100% — all 217 titles were positively identified as identical reproductions of Aurelius's copyrighted audiovisual content.

• Metadata Extraction: CipherTrace extracted metadata from the StreamNow platform records associated with the 217 Aurelius titles, including ingestion dates, file identifiers, content delivery network ("CDN") distribution records, and geographic availability settings. The metadata confirmed that ingestion of Aurelius content into the StreamNow platform commenced on or about April 1, 2024, and that the content remained continuously available through at least January 31, 2026.

• Viewership and Traffic Data: CipherTrace collected and analyzed viewership and traffic data for the Aurelius titles on the StreamNow platform, including total stream counts, unique viewer counts, average viewing duration, and content popularity rankings. These data form the basis for the revenue attribution analysis discussed below.

• Revenue Attribution Analysis: Using the viewership and traffic data, combined with publicly available information about StreamNow's subscription pricing, advertising rates, and sublicensing arrangements, CipherTrace developed a refined viewership-share attribution model to estimate the portion of StreamNow's total revenue attributable to the Aurelius content. This model incorporates premium-tier weighting to account for the higher commercial value of Aurelius's marquee titles (Meridian, Iron Compass, Thornfield) relative to other content on the StreamNow platform. The revenue attribution findings are set forth in detail in Section VI.B below.

• Geographic Availability Confirmation: CipherTrace confirmed that the Aurelius titles were made available through the StreamNow platform in 14 countries, consistent with the geographic scope of StreamNow's platform distribution and the territorial terms of the purported MDD Content Distribution Agreement.

Dr. Frey's full forensic analysis report is in final preparation and will be attached as Appendix C. A supporting declaration from Dr. Frey, suitable for use in connection with a motion for preliminary injunction, is being drafted concurrently with this memorandum.

C. Copyright Registration Status

At Calderwood & Harkness's direction, Lexington IP Services, Inc. ("Lexington") conducted a comprehensive search of U.S. Copyright Office records covering all 217 titles at issue. The search was completed on January 22, 2026, under the supervision of Marissa Chung, Lexington's Director of Copyright Research. A detailed registration summary for all 217 titles is attached at Appendix A, and a chain-of-title summary is attached at Appendix B.

The search results are as follows:

• 189 of 217 titles possess valid, timely U.S. copyright registrations. These registrations were either filed within three months of first publication of the work or were filed prior to the commencement of the infringement (April 2024). Under 17 U.S.C. §§ 504(c) and 505, works registered before infringement commenced or within three months of first publication are eligible for statutory damages (up to $150,000 per work for willful infringement) and attorneys' fees in addition to actual damages and profits.

• 28 of 217 titles have U.S. copyright registrations that post-date the commencement of the infringement. These registrations were filed between approximately May 2024 and October 2025, after the infringement had already begun. Under the statutory framework, these works are eligible for actual damages and profits under § 504(b) but are not eligible for statutory damages under § 504(c) or attorneys' fees under § 505.

The chain-of-title analysis conducted by Lexington confirms that Aurelius Global Media Group PLC and/or Aurelius Media Americas, Inc. hold all relevant U.S. copyrights for all 217 works at issue. The chain of title is clean and unbroken for each work, with no gaps, encumbrances, or competing claims identified. For works originally produced by predecessor entities or acquired through catalogue acquisitions, the relevant assignment and transfer documents have been identified and verified.

The registration posture is highly favorable. The fact that 189 of the 217 works — representing approximately 87% of the works at issue — are timely registered positions Aurelius to seek statutory damages and attorneys' fees for the vast majority of the infringed catalog. This significantly strengthens Aurelius's bargaining position in settlement negotiations and, if litigation is necessary, at trial.

III. LEGAL ANALYSIS — CLAIMS

A. Federal Copyright Infringement — 17 U.S.C. §§ 106, 501

1. Elements. To establish a claim for copyright infringement under 17 U.S.C. § 501, a plaintiff must prove two elements: (1) ownership of a valid copyright, and (2) the defendant's violation of one or more of the exclusive rights granted to the copyright owner under 17 U.S.C. § 106. See Feist Publ'ns, Inc. v. Rural Tel. Serv. Co., 499 U.S. 340, 361 (1991); Unicolors, Inc. v. H&M Hennes & Mauritz, L.P., 595 U.S. 51 (2022). Both elements are well-established on the facts of this case.

2. Ownership. Aurelius and AMA hold all relevant U.S. copyrights for the 217 works at issue. Ownership has been confirmed through the comprehensive chain-of-title analysis conducted by Lexington IP Services (Appendix B) and the copyright registration verification (Appendix A).

For the 189 timely-registered works, the certificates of registration constitute prima facie evidence of the validity of the copyright and of the facts stated in the certificate, including ownership. See 17 U.S.C. § 410(c); Unicolors, 595 U.S. at 56. This statutory presumption shifts the burden to the defendant to challenge validity, a burden that StreamNow will have no credible basis to meet given the clear documentation of Aurelius's ownership.

For the 28 works with registrations post-dating the commencement of infringement, the registrations nonetheless establish ownership and satisfy the prerequisite for filing suit under 17 U.S.C. § 411(a). The evidentiary weight to be given these registrations is within the court's discretion, but the underlying chain-of-title documentation independently confirms Aurelius's ownership of these works without reference to the registration certificates.

No competing ownership claims have been identified for any of the 217 works. Aurelius's ownership position is comprehensive and well-documented.

3. Exclusive Rights Violated

StreamNow's conduct violates at least three of the exclusive rights enumerated in 17 U.S.C. § 106:

(a) Reproduction (§ 106(1)). StreamNow reproduced digital copies of all 217 Aurelius-owned audiovisual works by ingesting them into its platform library, including copying the works onto its servers and content delivery networks for distribution to end users. Each act of digital reproduction constitutes a separate violation of the reproduction right. See MAI Sys. Corp. v. Peak Computer, Inc., 991 F.2d 511, 518 (9th Cir. 1993) (loading of copyrighted software into computer memory constitutes reproduction); A&M Records, Inc. v. Napster, Inc., 239 F.3d 1004, 1014 (9th Cir. 2001).

(b) Distribution (§ 106(3)). StreamNow distributed the Aurelius works to its subscribers across 14 countries through its platform and to third-party FAST channel operators through sublicensing arrangements. Each transmission of a work to a subscriber or sublicensee constitutes distribution within the meaning of § 106(3). See London-Sire Records, Inc. v. Doe 1, 542 F. Supp. 2d 153, 171 (D. Mass. 2008).

(c) Public Performance (§ 106(4)). StreamNow publicly performed the Aurelius works by streaming them to its subscribers and FAST channel audiences. Streaming of audiovisual content to members of the public constitutes a public performance under the "transmit clause" of 17 U.S.C. § 101. See Am. Broad. Cos. v. Aereo, Inc., 573 U.S. 431, 448-49 (2014) (streaming of copyrighted television programming constitutes public performance).

Critically, this is a case of verbatim, complete copying. StreamNow reproduced, distributed, and publicly performed identical copies of Aurelius's copyrighted audiovisual works in their entirety. There is no question of "substantial similarity" requiring expert testimony or side-by-side comparison — the works are the same. This eliminates a significant area of factual dispute that typically arises in copyright infringement litigation.

4. Assessment of Strength

The copyright infringement claim against StreamNow is exceptionally strong on both elements:

• Ownership element: Very strong. Aurelius possesses a comprehensive registration portfolio covering all 217 works, with clean and unbroken chain of title confirmed by Lexington IP Services. The 189 timely registrations provide prima facie evidence of validity and ownership. No competing claims have been identified.

• Infringement element: Essentially undisputed. StreamNow does not deny hosting and distributing Aurelius content — the Yee email of November 3, 2025, expressly acknowledged StreamNow's use of the content, disputing only the authorization for that use. The content fingerprinting analysis by CipherTrace has confirmed that the works on StreamNow's platform are identical to Aurelius's copyrighted originals.

• Authorization defense: Extremely weak. StreamNow's sole claimed authorization — the MDD sublicense — is void because MDD never possessed any rights to sublicense. Aurelius's records are categorical: no license was ever granted to MDD. The Separation Agreement further forecloses any argument that Ogilvie retained any residual authority.

• Overall assessment: Liability is highly likely on summary judgment. The factual predicate is clear and well-documented, and the legal analysis is straightforward. Significant litigation risk is minimal on the liability question; the primary areas of contention will be willfulness (which we believe we can establish) and damages quantum.

B. DMCA Safe Harbor Non-Applicability (17 U.S.C. § 512)

We anticipate that StreamNow may attempt to invoke the safe harbor provisions of the Digital Millennium Copyright Act ("DMCA"), 17 U.S.C. § 512, to limit or avoid liability. This defense is inapplicable to StreamNow's conduct.

Section 512 of the Copyright Act provides conditional safe harbors from copyright infringement liability for certain categories of online service providers. The most commonly invoked safe harbor, § 512(c), protects service providers that host user-generated or user-uploaded content at the direction of users, provided the service provider satisfies certain conditions, including the absence of actual or constructive knowledge of infringing activity, the absence of financial benefit from infringing activity where the provider has the right and ability to control it, and expeditious removal of infringing material upon receiving proper notification.

StreamNow does not qualify for § 512 safe harbor protection because it is not acting as a passive hosting service. StreamNow's business model is fundamentally different from that of a user-content hosting platform such as Crowne Albany Partners LLC or similar services. Rather, StreamNow operates as an active content licensor and distributor that:

• Actively curates its content library by negotiating and entering into licensing and sublicensing agreements with upstream content providers, exercising editorial judgment about which titles and catalogs to acquire;

• Exercises editorial control over catalog selection, content presentation, pricing tiers, geographic availability, and the composition of content bundles sublicensed to downstream FAST channel operators;

• Affirmatively licenses (or purports to license) content from upstream providers and sublicenses bundled content to downstream distributors, assuming the role of a content middleman rather than a passive conduit;

• Directly monetizes the content through subscription fees, advertising revenue, and sublicensing fees, with the content serving as the core asset driving StreamNow's revenue model; and

• Does not rely on user uploads — the Aurelius content (and all other content on the StreamNow platform) was ingested by StreamNow pursuant to its own business decisions, not uploaded by users.

The Ninth Circuit has consistently recognized the distinction between active content licensors/distributors and passive hosting services for purposes of § 512 safe harbor eligibility. In UMG Recordings, Inc. v. Shelter Capital Partners LLC, 718 F.3d 1006, 1016-17 (9th Cir. 2013), the court emphasized that § 512(c) applies to service providers hosting content "at the direction of a user," and that the safe harbor is not available to entities that actively participate in the selection, curation, and distribution of copyrighted content. Similarly, in Viacom Int'l, Inc. v. Crowne Albany Partners LLC, Inc., 676 F.3d 19 (2d Cir. 2012), the Second Circuit clarified that the safe harbor requires that the provider's activities be limited to the "storage at the direction of a user" paradigm, and that active inducement or participation in infringing activity may negate safe harbor eligibility.

StreamNow's sublicensing of content bundles — including Aurelius content — to at least four FAST channel operators further demonstrates its role as an active distributor rather than a passive conduit. A passive hosting service does not negotiate sublicensing agreements with downstream distribution partners. StreamNow's business activities place it squarely in the category of content distributors for which the DMCA safe harbor was not designed and does not apply.

We assess the likelihood that StreamNow could successfully invoke § 512 as a defense as very low. This assessment is subject to further analysis as additional facts about StreamNow's operational model emerge through discovery, but the core features of StreamNow's business as an active aggregator and distributor of licensed content are well-established from publicly available information.

C. Willfulness and Enhanced Damages

1. Standard. Section 504(c)(2) of the Copyright Act provides for enhanced statutory damages of up to $150,000 per work in cases where the copyright owner sustains the burden of proving that the infringement was committed willfully. See 17 U.S.C. § 504(c)(2). The standard for willfulness requires a showing that the defendant knew or should have known that its conduct constituted infringement. See Peer Int'l Corp. v. Pausa Records, Inc., 909 F.2d 1332, 1335-36 (9th Cir. 1990). Willfulness may be established through direct or circumstantial evidence, including evidence that the defendant acted with reckless disregard for the copyright owner's rights or failed to conduct reasonable due diligence despite the presence of red flags indicating that the claimed authorization was questionable. See Columbia Pictures Television v. Krypton Broad., 106 F.3d 284, 293 (9th Cir. 1997), rev'd on other grounds sub nom. Feltner v. Columbia Pictures Television, Inc., 523 U.S. 340 (1998).

2. Factors Supporting Willfulness

Multiple factors support a finding of willfulness against StreamNow in this case:

(a) Sophistication of the defendant. StreamNow is a well-funded, professionally managed technology company with sophisticated legal resources. Tobias Rennert serves as in-house General Counsel, and StreamNow engages experienced outside IP counsel at Grantham Roth & Pearce LLP. StreamNow is not an unsophisticated individual or small business that might be excused for failing to understand the complexities of content licensing. As a company whose core business is the acquisition, aggregation, and distribution of copyrighted content, StreamNow is held to the standard of a knowledgeable participant in the content licensing marketplace.

(b) Failure to conduct reasonable due diligence. StreamNow failed to conduct reasonable due diligence on MDD's claimed authority to license Aurelius content. The due diligence that a reasonable content platform would have conducted before ingesting 217 titles from a major, publicly listed international media conglomerate is self-evident: verify the chain of authority by contacting the rights holder directly. StreamNow did not do so. Had StreamNow made even a cursory inquiry to Aurelius — easily identifiable as the rights holder for the Meridian franchise, the Iron Compass series, and the Thornfield catalog — it would have immediately learned that MDD had no authority to license the content.

(c) Red flags regarding MDD and Ogilvie. Several aspects of the MDD transaction should have raised red flags for a diligent content acquirer. Franklin Ogilvie's former employment at Aurelius Media Americas was a matter of industry knowledge, and any reasonable background check on MDD's principal would have revealed the connection. The fact that a recently formed, small entity with no visible track record was purporting to sublicense a catalog of 350+ titles from multiple major rights holders — including 217 titles from a single major publicly listed company — was inherently suspicious and warranted enhanced scrutiny.

(d) Scale of the catalog. The sheer size of the catalog offered by MDD — 350+ titles, including 217 from a single major rights holder — was disproportionate to the apparent resources and history of MDD, a single-member LLC formed only approximately two and a half years before the purported Content Distribution Agreement. A reasonable content acquirer would have questioned how such a small entity came to possess distribution rights to such a substantial catalog.

(e) Duration of infringement. StreamNow exploited Aurelius's content for 22 months, indicating systematic and ongoing infringement rather than an isolated or inadvertent event. During this period, StreamNow monetized the Aurelius content through multiple revenue streams (subscription fees, advertising, sublicensing fees), demonstrating the centrality of the infringing content to StreamNow's commercial operations.

(f) Continued exploitation after notice. Even after Raj Anantharam raised concerns about the unauthorized use through his inquiry to Sandra Yee in November 2025, StreamNow did not immediately cease distribution of Aurelius content. While some titles were eventually removed, the content was not completely taken down as of January 31, 2026. StreamNow's failure to act promptly upon being put on notice further supports a finding of willfulness or, at minimum, reckless disregard.

3. Impact. A finding of willfulness has significant consequences for damages:

• For the 189 timely-registered works, the statutory damages cap increases from the ordinary maximum of $30,000 per work to $150,000 per work, resulting in a potential statutory damages maximum of 189 × $150,000 = $28,350,000 for the timely-registered works alone.

• For all 217 works at the willful infringement rate (if all were eligible for statutory damages): 217 × $150,000 = $32,550,000. However, because 28 of the works are not eligible for statutory damages due to late registration, the practical statutory damages ceiling is $28,350,000.

• A willfulness finding also substantially strengthens Aurelius's case for an award of attorneys' fees under 17 U.S.C. § 505. While the Ninth Circuit considers the totality of the circumstances in determining whether to award fees, willfulness is a significant factor weighing in favor of an award. See Kirtsaeng v. Crowne Albany Industries, Inc., 579 U.S. 197 (2016) (articulating standard for fee awards under § 505).

We assess the evidence of willfulness as strong and recommend that the willfulness theory be prominently featured in both the demand letter and the complaint.

D. Cal. Bus. & Prof. Code § 17200 — Unfair Competition (Supplemental State Claim)

1. Basis. California's Unfair Competition Law ("UCL"), Business and Professions Code § 17200 et seq., prohibits any "unlawful, unfair, or fraudulent business act or practice." StreamNow's unauthorized distribution of Aurelius content constitutes an unlawful and unfair business practice within the meaning of this statute.

Under the "unlawful" prong of § 17200, any business practice that violates any other law — including federal law — may serve as the predicate for a UCL claim. See Cel-Tech Commc'ns, Inc. v. Los Angeles Cellular Tel. Co., 20 Cal. 4th 163, 180 (1999). StreamNow's copyright infringement, as analyzed in Section III.A above, provides the underlying unlawful act.

Under the "unfair" prong, a business practice may be actionable if it "offends an established public policy or . . . is immoral, unethical, oppressive, unscrupulous or substantially injurious to consumers." S. Bay Chevrolet v. Gen. Motors Acceptance Corp., 72 Cal. App. 4th 861, 886 (1999). StreamNow's systematic exploitation of Aurelius's copyrighted content without authorization — through a void sublicense from a fraudulent intermediary — while undercutting Aurelius's legitimate licensing revenue and market position, constitutes unfair business conduct.

2. Federal Preemption Analysis

Section 301 of the Copyright Act, 17 U.S.C. § 301(a), preempts state law claims that are "equivalent" to copyright infringement — that is, claims based solely on the unauthorized reproduction, distribution, or public performance of copyrighted works, without any qualitatively different element. However, the UCL claim survives preemption because it incorporates an "extra element" beyond the conduct that constitutes copyright infringement: specifically, the element of unfair business conduct and competitive injury. See Summit Mach. Tool Mfg. Corp. v. Victor CNC Sys., Inc., 7 F.3d 1434, 1440 (9th Cir. 1993); Laws v. Sony Music Entm't, Inc., 448 F.3d 1134, 1144 (9th Cir. 2006) (analyzing extra-element test for preemption).

The UCL claim is grounded not merely in StreamNow's reproduction of copyrighted works but in StreamNow's broader pattern of unfair business conduct — exploiting a fraudulent supply chain for content acquisition, undercutting legitimate market pricing, and gaining an unfair competitive advantage over authorized distributors. These elements are qualitatively different from the act of copying that underlies the copyright claim.

3. Strategic Value

The § 17200 claim offers several strategic advantages:

• Broader discovery. The UCL claim justifies discovery into StreamNow's broader business practices, including its content acquisition due diligence procedures (or lack thereof), its relationships with other intermediary licensors, and its competitive practices in the streaming marketplace. This discovery may reveal additional evidence of systemic deficiencies in StreamNow's content verification processes.

• Restitutionary remedy. Under § 17200, the court may order restitution of money or property obtained through unfair business practices. Restitutionary relief may reach profits that are not fully captured by the copyright damages analysis, particularly where apportionment disputes arise.

• Injunctive relief. The UCL provides an independent basis for injunctive relief, complementing the injunctive remedies available under 17 U.S.C. § 502 and strengthening Aurelius's position in seeking comprehensive and enforceable takedown orders.

E. Tortious Interference with Prospective Economic Advantage

1. Elements Under California Law

Under California law, a claim for intentional interference with prospective economic advantage requires proof of: (1) the existence of an economic relationship between the plaintiff and a third party, with the probability of future economic benefit to the plaintiff; (2) the defendant's knowledge of the relationship; (3) intentional or negligent acts by the defendant designed to disrupt the relationship; (4) actual disruption of the relationship; and (5) damages proximately caused by the defendant's acts. See Glenrock Corporation, 29 Cal. 4th 1134, 1153 (2003); Westside Ctr. Assocs. v. Safeway Stores 23, Inc., 42 Cal. App. 4th 507, 521-22 (1996).

2. Application. The factual basis for this claim is well-supported:

(1) Economic relationships with third parties. Aurelius maintains existing and prospective licensing relationships with multiple authorized streaming platforms, MVPD operators, and content distributors in the same territories (the United States, Canada, Australia, and others) where StreamNow made Aurelius content available without authorization. These relationships generate substantial recurring licensing revenue for Aurelius.

(2) StreamNow's knowledge of the relationships. As a sophisticated participant in the streaming content marketplace, StreamNow was aware — or at minimum should have been aware — that a major publicly listed media company like Aurelius maintains active licensing relationships with authorized platforms. The general structure of the content licensing marketplace is common knowledge among industry participants.

(3) Intentional or negligent acts designed to disrupt. StreamNow's unauthorized distribution of Aurelius content — including making that content available to subscribers and FAST channel audiences at price points effectively subsidized by the bundled nature of StreamNow's aggregated subscription offering — demonstrably disrupted Aurelius's licensing relationships by reducing the perceived market value of the content. Authorized licensees, aware of or alerted to the unauthorized availability of the same content on StreamNow, had reduced incentive to pay premium licensing fees and exercised enhanced negotiating leverage against Aurelius.

(4) Actual disruption. Aurelius's Content Licensing & Distribution division, led by Raj Anantharam, has documented specific instances in which authorized platforms cited the unauthorized availability of Aurelius content on StreamNow as a basis for renegotiating or declining to renew licensing agreements on previously agreed terms. These documented instances, along with Hargrove's comparable-license analysis, support the claim of actual disruption.

(5) Damages. The lost licensing revenue attributed to StreamNow's interference is estimated at $14.2 million, based on comparable arm's-length licenses analyzed by Hargrove Economic Consulting Group. This figure reflects the difference between the licensing revenue Aurelius would have received absent StreamNow's unauthorized exploitation and the revenue actually received during the infringement period.

3. Assessment. The tortious interference claim is a viable supplemental state law claim that strengthens Aurelius's overall litigation posture. While the core monetary recovery is more directly achieved through the copyright infringement claims, the tortious interference theory provides an additional factual and legal framework for presenting the full scope of the harm caused by StreamNow's conduct. It also supports a broader damages theory that encompasses the market-level effects of the infringement beyond the specific licensing revenue lost on the 217 works at issue.

The claim is subject to the "extra element" preemption analysis, and we are satisfied that the elements of intentional interference — particularly the element of interference with an identifiable third-party relationship — provide a sufficient qualitative distinction from mere copyright infringement to survive preemption. See Kabehie v. Zoland, 102 Cal. App. 4th 513, 526 (2002).

F. Claims Against Franklin Ogilvie and Meridian Digital Distributors, LLC

1. Contributory Copyright Infringement

Contributory copyright infringement liability attaches where a party, with knowledge of the infringing activity, materially contributes to or induces the infringement of another. See Metro-Goldwyn-Mayer Studios Inc. v. Grokster, Ltd., 545 U.S. 913, 930 (2005); Fonovisa, Inc. v. Cherry Auction, Inc., 76 F.3d 259, 264 (9th Cir. 1996).

MDD and Ogilvie materially contributed to StreamNow's infringement by providing the purported Content Distribution Agreement that StreamNow relied upon as its claimed authorization for distributing Aurelius content. Without MDD's fraudulent representation of licensing authority, StreamNow would not have ingested the 217 Aurelius titles into its platform. MDD's provision of the void sublicense was the proximate cause of StreamNow's infringing conduct.

The knowledge element is readily satisfied. Ogilvie, as MDD's sole member and manager, knew that he had no authority to license Aurelius content. His employment at AMA gave him familiarity with Aurelius's content library and licensing practices. His Separation Agreement explicitly prohibited the use of Aurelius intellectual property. Ogilvie's knowledge is imputed to MDD as its sole member and manager. The inference that Ogilvie intentionally and knowingly facilitated copyright infringement through MDD is overwhelming on the available facts.

2. Inducement of Infringement

Under Grokster, one who distributes a device or product "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." 545 U.S. at 936-37. This principle extends to non-device contexts where a party actively induces infringement by others.

Ogilvie and MDD actively induced StreamNow's infringing conduct by executing the fraudulent Content Distribution Agreement, representing to StreamNow that MDD held valid distribution rights to the 217 Aurelius titles, and facilitating the ingestion of Aurelius content into StreamNow's platform. These were not passive acts; they were affirmative steps designed to bring about StreamNow's exploitation of Aurelius content, which Ogilvie knew would constitute copyright infringement.

Intent to cause infringement may be inferred from the totality of the circumstances: Ogilvie's prior employment at AMA and his resulting familiarity with the Aurelius content library; his Separation Agreement restrictions, which put him on explicit notice that use of Aurelius intellectual property was prohibited; his formation of MDD within approximately five months of his separation; and his purported licensing of a catalog of content that he knew belonged to Aurelius.

3. Breach of Separation Agreement

Aurelius also possesses a state law contract claim against Ogilvie for breach of the Separation Agreement executed on June 30, 2021. As discussed in Section II.A.4 above, the Separation Agreement contained, among other provisions, a non-compete covenant, a non-solicitation covenant, and an explicit prohibition on the use of any Aurelius intellectual property following separation.

Ogilvie's formation of MDD and MDD's purported licensing of 217 Aurelius-owned titles to StreamNow constitute direct breaches of each of these provisions:

• The formation of a content distribution company that trades on Aurelius's intellectual property constitutes a breach of the non-compete covenant.

• The solicitation of StreamNow and other potential licensees with respect to Aurelius content constitutes a breach of the non-solicitation covenant.

• The purported licensing of 217 Aurelius titles constitutes a direct and flagrant breach of the prohibition on use of Aurelius intellectual property.

Available remedies for breach of the Separation Agreement include contractual damages, injunctive relief, and, if the agreement so provides (which we are verifying), attorneys' fees. The Separation Agreement, the relevant excerpts of which are attached at Appendix G, is governed by California law.

4. Fraud. Ogilvie made material misrepresentations to StreamNow regarding MDD's authority to license Aurelius content. Specifically, Ogilvie represented, through MDD, that MDD held valid distribution rights to the 217 Aurelius titles, when in fact MDD held no such rights and Ogilvie knew that to be the case. These misrepresentations were made with the intent to induce StreamNow to enter into the Content Distribution Agreement, to pay licensing fees to MDD, and to distribute Aurelius content through StreamNow's platform.

StreamNow relied on these misrepresentations in entering the Content Distribution Agreement and proceeding to ingest and distribute Aurelius content. Aurelius was damaged as a result because the fraud enabled the unauthorized distribution of its copyrighted works and caused the injuries quantified in this memorandum.

While Aurelius's fraud claims against Ogilvie are primarily directed at conduct that harmed StreamNow as the immediate victim of the misrepresentations, Aurelius may assert fraud claims to the extent it suffered damages as a direct and proximate result of Ogilvie's scheme. This theory is supported by the fact that Ogilvie's fraudulent conduct was directed at — and caused injury to — Aurelius's intellectual property rights and licensing revenues.

5. Strategic Considerations for Claims Against Ogilvie and MDD

The inclusion of Ogilvie and MDD as defendants serves several important strategic objectives:

(a) Narrative strengthening. Naming Ogilvie and MDD as defendants allows Aurelius to present the full narrative of the infringement scheme — from Ogilvie's termination from AMA, through his formation of MDD, to MDD's execution of the fraudulent Content Distribution Agreement with StreamNow. This narrative powerfully underscores StreamNow's failure to conduct adequate due diligence and strengthens the willfulness theory.

(b) discovery access. discovery from MDD and Ogilvie is essential to establishing the full scope of the scheme and may reveal additional evidence of StreamNow's knowledge or recklessness. Communications between Ogilvie/MDD and StreamNow personnel, including the Content Distribution Agreement negotiation history, will be critical to the case.

(c) Witness pressure. Ogilvie's potential cooperation or adverse testimony may prove valuable. If Ogilvie perceives that his personal liability exposure is significant, he may be willing to provide testimony or d

PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION ATTORNEY WORK PRODUCT — PREPARED IN ANTICIPATION OF LITIGATION
CALDERWOOD & HARKNESS LLP 1999 Avenue of the Stars, Suite 3100 Los Angeles, California 90067 Telephone: (310) 555-7200 Facsimile: (310) 555-7201
March 7, 2026
MEMORANDUM
TO: Fiona Hartwell, General Counsel Aurelius Global Media Group PLC 45 Clarewood Place London W1K 6TH, United Kingdom
FROM: Marcus Delgado, Partner Wendy Schultz, Senior Associate Calderwood & Harkness LLP
RE: Pre-Suit Assessment — Aurelius Global Media Group PLC v. StreamNow Holdings, Inc., Meridian Digital Distributors, LLC, and Franklin Ogilvie
MATTER NO.: 1017-00003
This memorandum has been prepared at the direction of counsel in anticipation of litigation and is protected by the attorney-client privilege and the work-product doctrine. It is intended solely for the use of Aurelius Global Media Group PLC and its authorized representatives. Any disclosure, distribution, or copying of this memorandum or its contents to any person other than those identified above is strictly prohibited. No waiver of any applicable privilege or protection is intended by the preparation, transmission, or review of this memorandum.
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I. EXECUTIVE SUMMARY
Calderwood & Harkness LLP has completed its pre-suit assessment of the claims available to Aurelius Global Media Group PLC ("Aurelius") and its wholly-owned U.S. subsidiary, Aurelius Media Americas, Inc. ("AMA"), arising from the unauthorized reproduction, distribution, and public performance of 217 Aurelius-owned audiovisual works by StreamNow Holdings, Inc. ("StreamNow") through its streaming aggregation platform and sublicensed free ad-supported streaming television ("FAST") channels. The 217 works at issue comprise 142 feature films and 75 television series (encompassing 1,038 individual episodes), and the unauthorized exploitation occurred over an approximately 22-month period from approximately April 1, 2024, through January 31, 2026. This memorandum sets forth the factual record as presently understood, analyzes the applicable legal claims and anticipated defenses, quantifies preliminary damages, and recommends a litigation strategy.
The central factual predicate of Aurelius's claims is straightforward. StreamNow ingested and made available the entirety of the 217 Aurelius-owned works on its platform and through downstream sublicensees without any authorization from Aurelius. StreamNow's purported source of authority — a sublicense from Meridian Digital Distributors, LLC ("MDD") — is invalid on its face. MDD was never an authorized distributor of Aurelius content. MDD is a California limited liability company formed in late 2021 by Franklin Ogilvie ("Ogilvie"), a former mid-level licensing manager at AMA whose employment was terminated following an internal investigation and who executed a separation agreement on June 30, 2021, that explicitly prohibited the use of any Aurelius intellectual property. Aurelius's internal records are unambiguous: no license, sublicense, or distribution authority of any kind was ever granted to MDD, to Ogilvie, or to any entity acting on their behalf with respect to any Aurelius-owned content.
Our preliminary damages analysis, conducted in consultation with Hargrove Economic Consulting Group ("Hargrove"), projects net recoverable damages of approximately $41.3 million. This figure is derived from a combined actual damages and infringer's profits model under 17 U.S.C. § 504(b), comprising Aurelius's lost licensing revenue of $14.2 million and StreamNow's attributable profits of $38.6 million, with appropriate apportionment to avoid double-counting. As an alternative, statutory damages under 17 U.S.C. § 504(c) could reach up to $28,350,000 for the 189 timely-registered works at the willful infringement rate of $150,000 per work (or $32,550,000 if all 217 works were eligible). The actual damages plus profits theory is the preferred approach because it exceeds the statutory damages ceiling.
Aurelius possesses strong claims under both federal copyright law and California state law. The ownership element is well-established through a comprehensive registration portfolio and clean chain of title. The infringement element is essentially undisputed — StreamNow does not deny hosting and distributing the content, and the works are verbatim, identical copies of Aurelius's copyrighted audiovisual materials. The only contested issue is authorization, and that issue decisively favors Aurelius: MDD had no authority to license, and the purported MDD sublicense is void ab initio. Evidence of willfulness is compelling and supports enhanced statutory damages and attorneys' fees.
Based on our assessment, we recommend the following course of action:
1. March 2026: Serve formal cease-and-desist and pre-suit demand letters on all parties (StreamNow, MDD/Ogilvie, and the four FAST channel sublicensees), demanding immediate cessation of all unauthorized use, complete takedown of Aurelius content, a full accounting of revenues, and payment of damages. The demand letter to StreamNow will specify a 30-day response window.
2. April – May 2026: Engage in focused settlement negotiations with StreamNow, with an opening demand of $41.3 million and a settlement floor to be discussed in a separate Settlement Authority Recommendation Memorandum.
3. June 2026 (contingent): If settlement is not reached, file suit in the United States District Court for the Central District of California (Los Angeles Division), asserting claims for direct copyright infringement, contributory copyright infringement, inducement of infringement, unfair competition under California Business and Professions Code § 17200, and tortious interference with prospective economic advantage. Simultaneously, or shortly thereafter, file a motion for temporary restraining order and preliminary injunction seeking immediate takedown.
In summary, Aurelius's legal position is strong on all material elements — ownership, infringement, and willfulness. The anticipated defenses are weak and, in several cases, affirmatively foreclosed by the factual record. The litigation posture is highly favorable, and we recommend that Aurelius proceed with the pre-suit demand process as outlined herein.
II. FACTUAL BACKGROUND
A. The Parties
1. Aurelius Global Media Group PLC
Aurelius Global Media Group PLC is a United Kingdom-headquartered public limited company (Companies House Registration No. 08724561) listed on the London Stock Exchange under AIM ticker symbol AGLM, with American Depositary Receipts traded on the U.S. over-the-counter market. Aurelius's principal offices are located at 45 Clarewood Place, London W1K 6TH, United Kingdom.
Aurelius conducts its North American operations through its wholly-owned subsidiary, Aurelius Media Americas, Inc. ("AMA"), a Delaware corporation with offices at 1900 Avenue of the Stars, Suite 2200, Los Angeles, California 90067. AMA is the primary vehicle through which Aurelius licenses and distributes its content library in the United States, Canada, and Latin America. All relevant U.S. copyrights at issue in this matter are held by Aurelius and/or AMA, as detailed in Section II.C below.
For its most recently completed fiscal year (FY2025), Aurelius reported consolidated revenue of £1.87 billion (approximately $2.36 billion at an exchange rate of £1 = $1.26). Aurelius's content library comprises over 4,200 film and television titles spanning multiple genres and production eras. The library represents one of the most commercially valuable and widely recognized catalogs in the global entertainment industry.
Among the most prominent titles at issue in this dispute are three key franchises:
• The "Meridian" Franchise: Six feature films constituting one of Aurelius's flagship theatrical properties, with combined worldwide box office receipts of approximately $1.43 billion. The franchise is a cornerstone of Aurelius's brand identity and a consistent revenue generator across theatrical, home entertainment, licensing, and streaming distribution windows.
• The "Iron Compass" Series: A four-season, 48-episode dramatic television series that has been a flagship property of Aurelius's television division, averaging 9.2 million UK viewers per episode. The series has also achieved significant international success, with licensed distribution in over 30 territories.
• The "Thornfield" Period Drama Catalog: A collection of 12 film and television titles in the period drama genre, which have collectively received seven BAFTA awards and constitute a critically acclaimed and commercially successful segment of Aurelius's library.
Key personnel relevant to this matter include: Sir Alistair Pemberton, Chief Executive Officer; Fiona Hartwell, General Counsel; Raj Anantharam, Senior Vice President of Content Licensing & Distribution; and Lena Kowalski, Head of Digital Rights Enforcement. Aurelius's auditors are Whitmore & Pryce LLP (London). Aurelius's UK outside intellectual property counsel is Bexley Marsh Solicitors LLP (London), which conducted the preliminary assessment of Aurelius's claims in November and December 2025 before recommending engagement of U.S. counsel.
2. StreamNow Holdings, Inc.
StreamNow Holdings, Inc. is a Delaware corporation (File No. 7291843) headquartered at 3400 Wilshire Boulevard, Suite 1800, Los Angeles, California 90010. Its registered agent in Delaware is Capitol Registered Agents, Inc., 1209 Orange Street, Wilmington, Delaware 19801.
StreamNow operates a streaming "super-aggregator" platform that bundles content from multiple studios, independent distributors, and other content providers into a unified subscription-based or ad-supported user interface. The platform is currently available in 14 countries. StreamNow's core business model involves aggregating licensed content from upstream providers, organizing that content into curated libraries and genre-specific channels, and making it available to end-user subscribers through its own platform interface. In addition, StreamNow sublicenses curated bundles of content to third-party multichannel video programming distributor ("MVPD") partners and FAST channel operators, generating incremental sublicensing revenue. StreamNow exercises editorial control over catalog selection, pricing tiers, geographic availability, and content presentation across its platform and sublicensed channels.
StreamNow was founded in 2019 and remains privately held. Its majority shareholder, holding approximately 62% of fully diluted equity, is Pinnacle Ventures Fund III, LP, a San Francisco-based growth equity fund. Pinnacle closed a $145 million Series C investment in StreamNow in June 2022. The general partner of Pinnacle Ventures Fund III, LP is Pinnacle Ventures Management III, LLC, with Howard Cheng serving as Managing Partner. The presence of a well-capitalized institutional investor as majority owner is relevant to both StreamNow's financial resources for litigation and its ability to satisfy a judgment.
For its most recently completed fiscal year (FY2025), StreamNow's estimated revenue is approximately $312 million. This figure is derived from publicly available filings and industry reports, as StreamNow does not publicly report financial results. Validation of StreamNow's actual financials will require discovery.
Key StreamNow personnel relevant to this matter include: Derek Calloway, Chief Executive Officer and Co-Founder; Priya Menon, Chief Operating Officer and Co-Founder; Tobias Rennert, General Counsel; and Sandra Yee, Vice President of Content Acquisition. Ms. Yee is the individual who, in a November 3, 2025 email to Aurelius SVP Raj Anantharam, asserted that StreamNow's use of Aurelius content was authorized through a sublicense from MDD.
StreamNow's outside counsel is Grantham Roth & Pearce LLP, 555 South Flower Street, Suite 4200, Los Angeles, California 90071. The anticipated lead partner for StreamNow's defense is Victoria Langford, a recognized IP litigation practitioner, with Associate Brian Matsuda supporting. Ms. Langford has a reputation as a capable and aggressive litigator in the content and technology space; we have had prior experience opposing her in related matters and are familiar with her litigation style.
3. Meridian Digital Distributors, LLC
Meridian Digital Distributors, LLC ("MDD") is a California limited liability company (Secretary of State File No. 202115729430) that was incorporated in late 2021. Its sole member and manager is Franklin Ogilvie. MDD's registered address is 8912 Burton Way, Suite 200, Beverly Hills, California 90211. As of February 2026, MDD's status with the California Secretary of State is listed as active.
MDD represents itself as a digital content distribution intermediary. It is the entity that purportedly executed a "Content Distribution Agreement" with StreamNow on March 15, 2024, under which MDD claimed authority to sublicense to StreamNow a catalog of 350+ titles, including the 217 Aurelius titles at issue. However, Aurelius's records confirm — categorically and without exception — that Aurelius never granted MDD any license, sublicense, distribution authority, or other right to exploit any Aurelius-owned content. MDD is not and has never been an authorized distributor or agent of Aurelius.
MDD appears to be a small, thinly capitalized entity with no discernible track record in the content distribution industry prior to its dealings with StreamNow. The entity's formation in late 2021 — shortly after Ogilvie's separation from AMA — and its subsequent purported licensing of Aurelius content are circumstantially significant and form a key part of the factual narrative supporting Aurelius's claims of willfulness against StreamNow.
4. Franklin Ogilvie
Franklin Ogilvie is a California resident and the sole member and manager of MDD. Prior to forming MDD, Ogilvie was employed as a mid-level licensing manager at Aurelius Media Americas, Inc. from approximately 2017 to June 30, 2021. In this capacity, Ogilvie had access to Aurelius's content management systems, licensing databases, and related proprietary information concerning Aurelius's content library.
Ogilvie's employment at AMA was terminated effective June 30, 2021, following an internal investigation that revealed unauthorized access to Aurelius's content management systems. The circumstances of that investigation are summarized in the relevant internal personnel files, which AMA has preserved and made available for our review.
On June 30, 2021, in connection with his separation, Ogilvie executed a separation agreement with AMA (the "Separation Agreement"). The Separation Agreement contains the following provisions, among others, that are directly relevant to this matter:
• A non-compete covenant restricting Ogilvie from engaging in certain competitive activities for a specified period following his separation;
• A non-solicitation covenant restricting Ogilvie from soliciting AMA's business partners, clients, and employees;
• An explicit prohibition on the use of any Aurelius intellectual property, including but not limited to copyrighted content, trademarks, trade secrets, and confidential business information, in any form and for any purpose following separation; and
• Confidentiality obligations concerning proprietary and confidential information obtained during the course of Ogilvie's employment.
Relevant excerpts of the Separation Agreement are attached at Appendix G. Ogilvie's formation of MDD in late 2021 — approximately five months after his separation — and MDD's subsequent purported licensing of 217 Aurelius titles to StreamNow constitute direct and flagrant violations of the Separation Agreement.
B. The Infringement
1. Discovery and Timeline
The chronology of events leading from Aurelius's discovery of the infringement through the engagement of Calderwood & Harkness and the initiation of this pre-suit assessment is as follows:
• October 15, 2025: Lena Kowalski, Aurelius's Head of Digital Rights Enforcement, discovered during routine monitoring that multiple Aurelius-owned titles were available for streaming on the StreamNow platform. Ms. Kowalski identified titles from all three of the key franchises — Meridian, Iron Compass, and Thornfield — among the available content. Aurelius had no knowledge of, and had not authorized, any licensing arrangement with StreamNow.
• October 22, 2025: Ms. Kowalski escalated the matter to General Counsel Fiona Hartwell. An internal investigation was immediately initiated, involving a comprehensive review of Aurelius's licensing records, content management systems, and rights databases to determine whether any authorization had been granted for StreamNow's use of Aurelius content. The investigation confirmed that no such authorization existed.
• November 3, 2025: Raj Anantharam, Aurelius's SVP of Content Licensing & Distribution, contacted StreamNow through informal channels to inquire about the basis for StreamNow's use of Aurelius content. Sandra Yee, StreamNow's VP of Content Acquisition, responded by email on the same date, asserting that StreamNow had obtained the right to stream Aurelius content through a sublicense from Meridian Digital Distributors, LLC. The Yee email is attached at Appendix F and forms a critical piece of documentary evidence.
• November 18, 2025: Aurelius engaged Bexley Marsh Solicitors LLP, its UK outside intellectual property counsel, for a preliminary assessment of the situation and advice on the available legal remedies.
• December 5, 2025: Bexley Marsh its preliminary assessment and recommended that Aurelius engage experienced U.S. copyright litigation counsel to pursue the matter in U.S. courts, given that (a) the primary infringer (StreamNow) is a U.S. entity headquartered in California, (b) the core intellectual property rights at issue are U.S. copyrights, and (c) U.S. federal copyright law provides the most robust remedial framework for the claims.
• January 8, 2026: Aurelius, through Ms. Hartwell, contacted Calderwood & Harkness LLP regarding potential representation.
• January 15, 2026: An initial consultation took place between Marcus Delgado, Partner at Calderwood & Harkness, and Fiona Hartwell. During this consultation, the key facts were reviewed, the scope of the proposed engagement was discussed, and a preliminary assessment was provided.
• January 22, 2026: Lexington IP Services, Inc. ("Lexington"), under the direction of Marissa Chung, Director of Copyright Research, completed a comprehensive U.S. Copyright Office records search covering all 217 titles at issue. The results of this search are summarized in Section II.C below and attached in full at Appendix A.
• February 12, 2026: The Calderwood & Harkness engagement was formally opened under Matter No. 1017-00003. The engagement team comprises Marcus Delgado (Partner), Jonathan Bloom (Partner, co-chair of the firm's IP Litigation Practice), Wendy Schultz (Senior Associate), and Amir Siddiqui (Associate).
• February 14, 2026: A retainer of $150,000 was received from Aurelius.
2. Nature and Scope of Unauthorized Use
The unauthorized use of Aurelius's copyrighted content by StreamNow is extensive in both scale and duration. Based on our investigation to date, including the forensic analysis conducted by CipherTrace Analytics, LLC, the infringement may be characterized as follows.
StreamNow ingested 217 Aurelius-owned titles into its platform library and made those titles available for streaming to its subscribers. The 217 titles comprise 142 feature films and 75 television series encompassing a total of 1,038 individual episodes. The affected content spans the breadth of Aurelius's most commercially valuable properties, including all six films in the Meridian franchise, all four seasons (48 episodes) of the Iron Compass series, and all 12 titles in the Thornfield period drama catalog, as well as numerous additional feature film and television properties.
The infringement period spans approximately 22 months, from approximately April 1, 2024, through January 31, 2026. CipherTrace's forensic analysis confirmed that ingestion of Aurelius content into StreamNow's platform began in or about April 2024, with the content remaining continuously available through at least January 31, 2026, when our investigation prompted StreamNow to begin removing certain titles (though removal has not been complete as of the date of this memorandum).
During this period, the Aurelius content was made available to StreamNow subscribers in the United States, Canada, Australia, and 11 additional territories across StreamNow's global platform footprint. The geographic breadth of the infringement is significant for damages calculation purposes, as it encompasses both Aurelius's core North American licensing territory and a number of international territories where Aurelius maintains separate licensing relationships with authorized platforms.
In addition to making Aurelius content available directly through its own platform, StreamNow sublicensed bundles of content that included Aurelius titles to at least four third-party FAST channel operators:
1. Brindoval Channel Networks, Inc. (Dallas, Texas) — a U.S.-based FAST channel operator;
2. BrightLoop Media, LLC (Miami, Florida) — a U.S.-based FAST channel operator;
3. Velvet Stream Partners, LP (Toronto, Ontario, Canada) — a Canada-based FAST channel operator; and
4. Pacific Lantern Digital Pty Ltd (Sydney, New South Wales, Australia) — an Australia-based FAST channel operator.
These FAST channel sublicensees further distributed and publicly performed Aurelius's copyrighted content to their own audiences, compounding the scope of the infringement and the harm to Aurelius's licensing revenue and market position. A summary of the identified FAST channel sublicensees is attached at Appendix J.
At no time during the infringement period — or at any other time — did Aurelius execute a license agreement with StreamNow, authorize MDD to sublicense content to StreamNow, or authorize any other intermediary to grant StreamNow any rights in Aurelius-owned content. Aurelius's licensing records, which are maintained in a comprehensive digital rights management system administered by the Content Licensing & Distribution division under Raj Anantharam's supervision, are unambiguous on this point.
3. StreamNow's Claimed Source of Rights
As noted above, when Aurelius first inquired about StreamNow's use of Aurelius content, StreamNow's VP of Content Acquisition, Sandra Yee, responded by email on November 3, 2025, asserting that StreamNow had obtained the right to stream Aurelius content through a sublicense from MDD. Specifically, Ms. Yee stated that StreamNow had entered into a "Content Distribution Agreement" with MDD on March 15, 2024, under which MDD purported to grant StreamNow the right to reproduce, distribute, and publicly perform a catalog of 350+ titles, including the 217 Aurelius-owned works at issue.
The purported Content Distribution Agreement between MDD and StreamNow has been partially produced by StreamNow in connection with the informal exchange of information that followed the Yee email. A copy, to the extent available, is attached at Appendix H. Based on our review of the available portions of this agreement, MDD represented that it held valid distribution rights to the titles listed in the agreement's content schedule and purported to grant StreamNow a non-exclusive sublicense for digital distribution, streaming, and FAST channel sublicensing in 14 enumerated territories.
The purported MDD sublicense is void for a fundamental and insurmountable reason: MDD never possessed the rights it claimed to sublicense. A sublicensee can acquire no greater rights than its licensor actually possessed. This principle — nemo dat quod non habet — is well-established in both copyright and contract law. Because MDD was never granted any license or distribution authority by Aurelius over any Aurelius-owned content, MDD's purported grant of rights to StreamNow was a legal nullity. StreamNow's reliance on this void sublicense provides no defense to Aurelius's infringement claims.
Aurelius's internal records have been exhaustively reviewed, and they confirm with certainty that Aurelius never granted MDD any license, sublicense, or distribution authority of any kind with respect to any Aurelius-owned content. MDD does not appear in Aurelius's licensee database, contract management system, or accounts receivable records. No payments were ever received from MDD. No correspondence, term sheets, or negotiations between Aurelius and MDD have been identified.
Moreover, as discussed in Section II.A.4 above, Ogilvie's Separation Agreement, executed on June 30, 2021, explicitly prohibited his use of any Aurelius intellectual property. MDD's purported licensing of 217 Aurelius titles to StreamNow therefore constituted not only a copyright infringement but also a direct breach of the Separation Agreement by Ogilvie.
4. CipherTrace Forensic Findings
Calderwood & Harkness retained CipherTrace Analytics, LLC ("CipherTrace") to conduct a comprehensive technical forensic analysis of the StreamNow platform and the unauthorized exploitation of Aurelius content. The engagement is led by Dr. Nathan Frey, CipherTrace's Managing Director and a recognized expert in digital content forensics, content fingerprinting, and streaming platform analytics.
CipherTrace's analysis, which is summarized at Appendix C and will form the basis for expert testimony in any subsequent litigation, has yielded the following key findings:
• Content Fingerprinting: CipherTrace deployed its proprietary content fingerprinting technology to confirm the presence of all 217 Aurelius-owned titles on the StreamNow platform. The fingerprinting analysis matched the digital content files hosted on StreamNow's servers against authenticated reference copies of the Aurelius works. The match rate was 100% — all 217 titles were positively identified as identical reproductions of Aurelius's copyrighted audiovisual content.
• Metadata Extraction: CipherTrace extracted metadata from the StreamNow platform records associated with the 217 Aurelius titles, including ingestion dates, file identifiers, content delivery network ("CDN") distribution records, and geographic availability settings. The metadata confirmed that ingestion of Aurelius content into the StreamNow platform commenced on or about April 1, 2024, and that the content remained continuously available through at least January 31, 2026.
• Viewership and Traffic Data: CipherTrace collected and analyzed viewership and traffic data for the Aurelius titles on the StreamNow platform, including total stream counts, unique viewer counts, average viewing duration, and content popularity rankings. These data form the basis for the revenue attribution analysis discussed below.
• Revenue Attribution Analysis: Using the viewership and traffic data, combined with publicly available information about StreamNow's subscription pricing, advertising rates, and sublicensing arrangements, CipherTrace developed a refined viewership-share attribution model to estimate the portion of StreamNow's total revenue attributable to the Aurelius content. This model incorporates premium-tier weighting to account for the higher commercial value of Aurelius's marquee titles (Meridian, Iron Compass, Thornfield) relative to other content on the StreamNow platform. The revenue attribution findings are set forth in detail in Section VI.B below.
• Geographic Availability Confirmation: CipherTrace confirmed that the Aurelius titles were made available through the StreamNow platform in 14 countries, consistent with the geographic scope of StreamNow's platform distribution and the territorial terms of the purported MDD Content Distribution Agreement.
Dr. Frey's full forensic analysis report is in final preparation and will be attached as Appendix C. A supporting declaration from Dr. Frey, suitable for use in connection with a motion for preliminary injunction, is being drafted concurrently with this memorandum.
C. Copyright Registration Status
At Calderwood & Harkness's direction, Lexington IP Services, Inc. ("Lexington") conducted a comprehensive search of U.S. Copyright Office records covering all 217 titles at issue. The search was completed on January 22, 2026, under the supervision of Marissa Chung, Lexington's Director of Copyright Research. A detailed registration summary for all 217 titles is attached at Appendix A, and a chain-of-title summary is attached at Appendix B.
The search results are as follows:
• 189 of 217 titles possess valid, timely U.S. copyright registrations. These registrations were either filed within three months of first publication of the work or were filed prior to the commencement of the infringement (April 2024). Under 17 U.S.C. §§ 504(c) and 505, works registered before infringement commenced or within three months of first publication are eligible for statutory damages (up to $150,000 per work for willful infringement) and attorneys' fees in addition to actual damages and profits.
• 28 of 217 titles have U.S. copyright registrations that post-date the commencement of the infringement. These registrations were filed between approximately May 2024 and October 2025, after the infringement had already begun. Under the statutory framework, these works are eligible for actual damages and profits under § 504(b) but are not eligible for statutory damages under § 504(c) or attorneys' fees under § 505.
The chain-of-title analysis conducted by Lexington confirms that Aurelius Global Media Group PLC and/or Aurelius Media Americas, Inc. hold all relevant U.S. copyrights for all 217 works at issue. The chain of title is clean and unbroken for each work, with no gaps, encumbrances, or competing claims identified. For works originally produced by predecessor entities or acquired through catalogue acquisitions, the relevant assignment and transfer documents have been identified and verified.
The registration posture is highly favorable. The fact that 189 of the 217 works — representing approximately 87% of the works at issue — are timely registered positions Aurelius to seek statutory damages and attorneys' fees for the vast majority of the infringed catalog. This significantly strengthens Aurelius's bargaining position in settlement negotiations and, if litigation is necessary, at trial.
III. LEGAL ANALYSIS — CLAIMS
A. Federal Copyright Infringement — 17 U.S.C. §§ 106, 501
1. Elements. To establish a claim for copyright infringement under 17 U.S.C. § 501, a plaintiff must prove two elements: (1) ownership of a valid copyright, and (2) the defendant's violation of one or more of the exclusive rights granted to the copyright owner under 17 U.S.C. § 106. See Feist Publ'ns, Inc. v. Rural Tel. Serv. Co., 499 U.S. 340, 361 (1991); Unicolors, Inc. v. H&M Hennes & Mauritz, L.P., 595 U.S. 51 (2022). Both elements are well-established on the facts of this case.
2. Ownership. Aurelius and AMA hold all relevant U.S. copyrights for the 217 works at issue. Ownership has been confirmed through the comprehensive chain-of-title analysis conducted by Lexington IP Services (Appendix B) and the copyright registration verification (Appendix A).
For the 189 timely-registered works, the certificates of registration constitute prima facie evidence of the validity of the copyright and of the facts stated in the certificate, including ownership. See 17 U.S.C. § 410(c); Unicolors, 595 U.S. at 56. This statutory presumption shifts the burden to the defendant to challenge validity, a burden that StreamNow will have no credible basis to meet given the clear documentation of Aurelius's ownership.
For the 28 works with registrations post-dating the commencement of infringement, the registrations nonetheless establish ownership and satisfy the prerequisite for filing suit under 17 U.S.C. § 411(a). The evidentiary weight to be given these registrations is within the court's discretion, but the underlying chain-of-title documentation independently confirms Aurelius's ownership of these works without reference to the registration certificates.
No competing ownership claims have been identified for any of the 217 works. Aurelius's ownership position is comprehensive and well-documented.
3. Exclusive Rights Violated
StreamNow's conduct violates at least three of the exclusive rights enumerated in 17 U.S.C. § 106:
(a) Reproduction (§ 106(1)). StreamNow reproduced digital copies of all 217 Aurelius-owned audiovisual works by ingesting them into its platform library, including copying the works onto its servers and content delivery networks for distribution to end users. Each act of digital reproduction constitutes a separate violation of the reproduction right. See MAI Sys. Corp. v. Peak Computer, Inc., 991 F.2d 511, 518 (9th Cir. 1993) (loading of copyrighted software into computer memory constitutes reproduction); A&M Records, Inc. v. Napster, Inc., 239 F.3d 1004, 1014 (9th Cir. 2001).
(b) Distribution (§ 106(3)). StreamNow distributed the Aurelius works to its subscribers across 14 countries through its platform and to third-party FAST channel operators through sublicensing arrangements. Each transmission of a work to a subscriber or sublicensee constitutes distribution within the meaning of § 106(3). See London-Sire Records, Inc. v. Doe 1, 542 F. Supp. 2d 153, 171 (D. Mass. 2008).
(c) Public Performance (§ 106(4)). StreamNow publicly performed the Aurelius works by streaming them to its subscribers and FAST channel audiences. Streaming of audiovisual content to members of the public constitutes a public performance under the "transmit clause" of 17 U.S.C. § 101. See Am. Broad. Cos. v. Aereo, Inc., 573 U.S. 431, 448-49 (2014) (streaming of copyrighted television programming constitutes public performance).
Critically, this is a case of verbatim, complete copying. StreamNow reproduced, distributed, and publicly performed identical copies of Aurelius's copyrighted audiovisual works in their entirety. There is no question of "substantial similarity" requiring expert testimony or side-by-side comparison — the works are the same. This eliminates a significant area of factual dispute that typically arises in copyright infringement litigation.
4. Assessment of Strength
The copyright infringement claim against StreamNow is exceptionally strong on both elements:
• Ownership element: Very strong. Aurelius possesses a comprehensive registration portfolio covering all 217 works, with clean and unbroken chain of title confirmed by Lexington IP Services. The 189 timely registrations provide prima facie evidence of validity and ownership. No competing claims have been identified.
• Infringement element: Essentially undisputed. StreamNow does not deny hosting and distributing Aurelius content — the Yee email of November 3, 2025, expressly acknowledged StreamNow's use of the content, disputing only the authorization for that use. The content fingerprinting analysis by CipherTrace has confirmed that the works on StreamNow's platform are identical to Aurelius's copyrighted originals.
• Authorization defense: Extremely weak. StreamNow's sole claimed authorization — the MDD sublicense — is void because MDD never possessed any rights to sublicense. Aurelius's records are categorical: no license was ever granted to MDD. The Separation Agreement further forecloses any argument that Ogilvie retained any residual authority.
• Overall assessment: Liability is highly likely on summary judgment. The factual predicate is clear and well-documented, and the legal analysis is straightforward. Significant litigation risk is minimal on the liability question; the primary areas of contention will be willfulness (which we believe we can establish) and damages quantum.
B. DMCA Safe Harbor Non-Applicability (17 U.S.C. § 512)
We anticipate that StreamNow may attempt to invoke the safe harbor provisions of the Digital Millennium Copyright Act ("DMCA"), 17 U.S.C. § 512, to limit or avoid liability. This defense is inapplicable to StreamNow's conduct.
Section 512 of the Copyright Act provides conditional safe harbors from copyright infringement liability for certain categories of online service providers. The most commonly invoked safe harbor, § 512(c), protects service providers that host user-generated or user-uploaded content at the direction of users, provided the service provider satisfies certain conditions, including the absence of actual or constructive knowledge of infringing activity, the absence of financial benefit from infringing activity where the provider has the right and ability to control it, and expeditious removal of infringing material upon receiving proper notification.
StreamNow does not qualify for § 512 safe harbor protection because it is not acting as a passive hosting service. StreamNow's business model is fundamentally different from that of a user-content hosting platform such as Crowne Albany Partners LLC or similar services. Rather, StreamNow operates as an active content licensor and distributor that:
• Actively curates its content library by negotiating and entering into licensing and sublicensing agreements with upstream content providers, exercising editorial judgment about which titles and catalogs to acquire;
• Exercises editorial control over catalog selection, content presentation, pricing tiers, geographic availability, and the composition of content bundles sublicensed to downstream FAST channel operators;
• Affirmatively licenses (or purports to license) content from upstream providers and sublicenses bundled content to downstream distributors, assuming the role of a content middleman rather than a passive conduit;
• Directly monetizes the content through subscription fees, advertising revenue, and sublicensing fees, with the content serving as the core asset driving StreamNow's revenue model; and
• Does not rely on user uploads — the Aurelius content (and all other content on the StreamNow platform) was ingested by StreamNow pursuant to its own business decisions, not uploaded by users.
The Ninth Circuit has consistently recognized the distinction between active content licensors/distributors and passive hosting services for purposes of § 512 safe harbor eligibility. In UMG Recordings, Inc. v. Shelter Capital Partners LLC, 718 F.3d 1006, 1016-17 (9th Cir. 2013), the court emphasized that § 512(c) applies to service providers hosting content "at the direction of a user," and that the safe harbor is not available to entities that actively participate in the selection, curation, and distribution of copyrighted content. Similarly, in Viacom Int'l, Inc. v. Crowne Albany Partners LLC, Inc., 676 F.3d 19 (2d Cir. 2012), the Second Circuit clarified that the safe harbor requires that the provider's activities be limited to the "storage at the direction of a user" paradigm, and that active inducement or participation in infringing activity may negate safe harbor eligibility.
StreamNow's sublicensing of content bundles — including Aurelius content — to at least four FAST channel operators further demonstrates its role as an active distributor rather than a passive conduit. A passive hosting service does not negotiate sublicensing agreements with downstream distribution partners. StreamNow's business activities place it squarely in the category of content distributors for which the DMCA safe harbor was not designed and does not apply.
We assess the likelihood that StreamNow could successfully invoke § 512 as a defense as very low. This assessment is subject to further analysis as additional facts about StreamNow's operational model emerge through discovery, but the core features of StreamNow's business as an active aggregator and distributor of licensed content are well-established from publicly available information.
C. Willfulness and Enhanced Damages
1. Standard. Section 504(c)(2) of the Copyright Act provides for enhanced statutory damages of up to $150,000 per work in cases where the copyright owner sustains the burden of proving that the infringement was committed willfully. See 17 U.S.C. § 504(c)(2). The standard for willfulness requires a showing that the defendant knew or should have known that its conduct constituted infringement. See Peer Int'l Corp. v. Pausa Records, Inc., 909 F.2d 1332, 1335-36 (9th Cir. 1990). Willfulness may be established through direct or circumstantial evidence, including evidence that the defendant acted with reckless disregard for the copyright owner's rights or failed to conduct reasonable due diligence despite the presence of red flags indicating that the claimed authorization was questionable. See Columbia Pictures Television v. Krypton Broad., 106 F.3d 284, 293 (9th Cir. 1997), rev'd on other grounds sub nom. Feltner v. Columbia Pictures Television, Inc., 523 U.S. 340 (1998).
2. Factors Supporting Willfulness
Multiple factors support a finding of willfulness against StreamNow in this case:
(a) Sophistication of the defendant. StreamNow is a well-funded, professionally managed technology company with sophisticated legal resources. Tobias Rennert serves as in-house General Counsel, and StreamNow engages experienced outside IP counsel at Grantham Roth & Pearce LLP. StreamNow is not an unsophisticated individual or small business that might be excused for failing to understand the complexities of content licensing. As a company whose core business is the acquisition, aggregation, and distribution of copyrighted content, StreamNow is held to the standard of a knowledgeable participant in the content licensing marketplace.
(b) Failure to conduct reasonable due diligence. StreamNow failed to conduct reasonable due diligence on MDD's claimed authority to license Aurelius content. The due diligence that a reasonable content platform would have conducted before ingesting 217 titles from a major, publicly listed international media conglomerate is self-evident: verify the chain of authority by contacting the rights holder directly. StreamNow did not do so. Had StreamNow made even a cursory inquiry to Aurelius — easily identifiable as the rights holder for the Meridian franchise, the Iron Compass series, and the Thornfield catalog — it would have immediately learned that MDD had no authority to license the content.
(c) Red flags regarding MDD and Ogilvie. Several aspects of the MDD transaction should have raised red flags for a diligent content acquirer. Franklin Ogilvie's former employment at Aurelius Media Americas was a matter of industry knowledge, and any reasonable background check on MDD's principal would have revealed the connection. The fact that a recently formed, small entity with no visible track record was purporting to sublicense a catalog of 350+ titles from multiple major rights holders — including 217 titles from a single major publicly listed company — was inherently suspicious and warranted enhanced scrutiny.
(d) Scale of the catalog. The sheer size of the catalog offered by MDD — 350+ titles, including 217 from a single major rights holder — was disproportionate to the apparent resources and history of MDD, a single-member LLC formed only approximately two and a half years before the purported Content Distribution Agreement. A reasonable content acquirer would have questioned how such a small entity came to possess distribution rights to such a substantial catalog.
(e) Duration of infringement. StreamNow exploited Aurelius's content for 22 months, indicating systematic and ongoing infringement rather than an isolated or inadvertent event. During this period, StreamNow monetized the Aurelius content through multiple revenue streams (subscription fees, advertising, sublicensing fees), demonstrating the centrality of the infringing content to StreamNow's commercial operations.
(f) Continued exploitation after notice. Even after Raj Anantharam raised concerns about the unauthorized use through his inquiry to Sandra Yee in November 2025, StreamNow did not immediately cease distribution of Aurelius content. While some titles were eventually removed, the content was not completely taken down as of January 31, 2026. StreamNow's failure to act promptly upon being put on notice further supports a finding of willfulness or, at minimum, reckless disregard.
3. Impact. A finding of willfulness has significant consequences for damages:
• For the 189 timely-registered works, the statutory damages cap increases from the ordinary maximum of $30,000 per work to $150,000 per work, resulting in a potential statutory damages maximum of 189 × $150,000 = $28,350,000 for the timely-registered works alone.
• For all 217 works at the willful infringement rate (if all were eligible for statutory damages): 217 × $150,000 = $32,550,000. However, because 28 of the works are not eligible for statutory damages due to late registration, the practical statutory damages ceiling is $28,350,000.
• A willfulness finding also substantially strengthens Aurelius's case for an award of attorneys' fees under 17 U.S.C. § 505. While the Ninth Circuit considers the totality of the circumstances in determining whether to award fees, willfulness is a significant factor weighing in favor of an award. See Kirtsaeng v. Crowne Albany Industries, Inc., 579 U.S. 197 (2016) (articulating standard for fee awards under § 505).
We assess the evidence of willfulness as strong and recommend that the willfulness theory be prominently featured in both the demand letter and the complaint.
D. Cal. Bus. & Prof. Code § 17200 — Unfair Competition (Supplemental State Claim)
1. Basis. California's Unfair Competition Law ("UCL"), Business and Professions Code § 17200 et seq., prohibits any "unlawful, unfair, or fraudulent business act or practice." StreamNow's unauthorized distribution of Aurelius content constitutes an unlawful and unfair business practice within the meaning of this statute.
Under the "unlawful" prong of § 17200, any business practice that violates any other law — including federal law — may serve as the predicate for a UCL claim. See Cel-Tech Commc'ns, Inc. v. Los Angeles Cellular Tel. Co., 20 Cal. 4th 163, 180 (1999). StreamNow's copyright infringement, as analyzed in Section III.A above, provides the underlying unlawful act.
Under the "unfair" prong, a business practice may be actionable if it "offends an established public policy or . . . is immoral, unethical, oppressive, unscrupulous or substantially injurious to consumers." S. Bay Chevrolet v. Gen. Motors Acceptance Corp., 72 Cal. App. 4th 861, 886 (1999). StreamNow's systematic exploitation of Aurelius's copyrighted content without authorization — through a void sublicense from a fraudulent intermediary — while undercutting Aurelius's legitimate licensing revenue and market position, constitutes unfair business conduct.
2. Federal Preemption Analysis
Section 301 of the Copyright Act, 17 U.S.C. § 301(a), preempts state law claims that are "equivalent" to copyright infringement — that is, claims based solely on the unauthorized reproduction, distribution, or public performance of copyrighted works, without any qualitatively different element. However, the UCL claim survives preemption because it incorporates an "extra element" beyond the conduct that constitutes copyright infringement: specifically, the element of unfair business conduct and competitive injury. See Summit Mach. Tool Mfg. Corp. v. Victor CNC Sys., Inc., 7 F.3d 1434, 1440 (9th Cir. 1993); Laws v. Sony Music Entm't, Inc., 448 F.3d 1134, 1144 (9th Cir. 2006) (analyzing extra-element test for preemption).
The UCL claim is grounded not merely in StreamNow's reproduction of copyrighted works but in StreamNow's broader pattern of unfair business conduct — exploiting a fraudulent supply chain for content acquisition, undercutting legitimate market pricing, and gaining an unfair competitive advantage over authorized distributors. These elements are qualitatively different from the act of copying that underlies the copyright claim.
3. Strategic Value
The § 17200 claim offers several strategic advantages:
• Broader discovery. The UCL claim justifies discovery into StreamNow's broader business practices, including its content acquisition due diligence procedures (or lack thereof), its relationships with other intermediary licensors, and its competitive practices in the streaming marketplace. This discovery may reveal additional evidence of systemic deficiencies in StreamNow's content verification processes.
• Restitutionary remedy. Under § 17200, the court may order restitution of money or property obtained through unfair business practices. Restitutionary relief may reach profits that are not fully captured by the copyright damages analysis, particularly where apportionment disputes arise.
• Injunctive relief. The UCL provides an independent basis for injunctive relief, complementing the injunctive remedies available under 17 U.S.C. § 502 and strengthening Aurelius's position in seeking comprehensive and enforceable takedown orders.
E. Tortious Interference with Prospective Economic Advantage
1. Elements Under California Law
Under California law, a claim for intentional interference with prospective economic advantage requires proof of: (1) the existence of an economic relationship between the plaintiff and a third party, with the probability of future economic benefit to the plaintiff; (2) the defendant's knowledge of the relationship; (3) intentional or negligent acts by the defendant designed to disrupt the relationship; (4) actual disruption of the relationship; and (5) damages proximately caused by the defendant's acts. See Glenrock Corporation, 29 Cal. 4th 1134, 1153 (2003); Westside Ctr. Assocs. v. Safeway Stores 23, Inc., 42 Cal. App. 4th 507, 521-22 (1996).
2. Application. The factual basis for this claim is well-supported:
(1) Economic relationships with third parties. Aurelius maintains existing and prospective licensing relationships with multiple authorized streaming platforms, MVPD operators, and content distributors in the same territories (the United States, Canada, Australia, and others) where StreamNow made Aurelius content available without authorization. These relationships generate substantial recurring licensing revenue for Aurelius.
(2) StreamNow's knowledge of the relationships. As a sophisticated participant in the streaming content marketplace, StreamNow was aware — or at minimum should have been aware — that a major publicly listed media company like Aurelius maintains active licensing relationships with authorized platforms. The general structure of the content licensing marketplace is common knowledge among industry participants.
(3) Intentional or negligent acts designed to disrupt. StreamNow's unauthorized distribution of Aurelius content — including making that content available to subscribers and FAST channel audiences at price points effectively subsidized by the bundled nature of StreamNow's aggregated subscription offering — demonstrably disrupted Aurelius's licensing relationships by reducing the perceived market value of the content. Authorized licensees, aware of or alerted to the unauthorized availability of the same content on StreamNow, had reduced incentive to pay premium licensing fees and exercised enhanced negotiating leverage against Aurelius.
(4) Actual disruption. Aurelius's Content Licensing & Distribution division, led by Raj Anantharam, has documented specific instances in which authorized platforms cited the unauthorized availability of Aurelius content on StreamNow as a basis for renegotiating or declining to renew licensing agreements on previously agreed terms. These documented instances, along with Hargrove's comparable-license analysis, support the claim of actual disruption.
(5) Damages. The lost licensing revenue attributed to StreamNow's interference is estimated at $14.2 million, based on comparable arm's-length licenses analyzed by Hargrove Economic Consulting Group. This figure reflects the difference between the licensing revenue Aurelius would have received absent StreamNow's unauthorized exploitation and the revenue actually received during the infringement period.
3. Assessment. The tortious interference claim is a viable supplemental state law claim that strengthens Aurelius's overall litigation posture. While the core monetary recovery is more directly achieved through the copyright infringement claims, the tortious interference theory provides an additional factual and legal framework for presenting the full scope of the harm caused by StreamNow's conduct. It also supports a broader damages theory that encompasses the market-level effects of the infringement beyond the specific licensing revenue lost on the 217 works at issue.
The claim is subject to the "extra element" preemption analysis, and we are satisfied that the elements of intentional interference — particularly the element of interference with an identifiable third-party relationship — provide a sufficient qualitative distinction from mere copyright infringement to survive preemption. See Kabehie v. Zoland, 102 Cal. App. 4th 513, 526 (2002).
F. Claims Against Franklin Ogilvie and Meridian Digital Distributors, LLC
1. Contributory Copyright Infringement
Contributory copyright infringement liability attaches where a party, with knowledge of the infringing activity, materially contributes to or induces the infringement of another. See Metro-Goldwyn-Mayer Studios Inc. v. Grokster, Ltd., 545 U.S. 913, 930 (2005); Fonovisa, Inc. v. Cherry Auction, Inc., 76 F.3d 259, 264 (9th Cir. 1996).
MDD and Ogilvie materially contributed to StreamNow's infringement by providing the purported Content Distribution Agreement that StreamNow relied upon as its claimed authorization for distributing Aurelius content. Without MDD's fraudulent representation of licensing authority, StreamNow would not have ingested the 217 Aurelius titles into its platform. MDD's provision of the void sublicense was the proximate cause of StreamNow's infringing conduct.
The knowledge element is readily satisfied. Ogilvie, as MDD's sole member and manager, knew that he had no authority to license Aurelius content. His employment at AMA gave him familiarity with Aurelius's content library and licensing practices. His Separation Agreement explicitly prohibited the use of Aurelius intellectual property. Ogilvie's knowledge is imputed to MDD as its sole member and manager. The inference that Ogilvie intentionally and knowingly facilitated copyright infringement through MDD is overwhelming on the available facts.
2. Inducement of Infringement
Under Grokster, one who distributes a device or product "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." 545 U.S. at 936-37. This principle extends to non-device contexts where a party actively induces infringement by others.
Ogilvie and MDD actively induced StreamNow's infringing conduct by executing the fraudulent Content Distribution Agreement, representing to StreamNow that MDD held valid distribution rights to the 217 Aurelius titles, and facilitating the ingestion of Aurelius content into StreamNow's platform. These were not passive acts; they were affirmative steps designed to bring about StreamNow's exploitation of Aurelius content, which Ogilvie knew would constitute copyright infringement.
Intent to cause infringement may be inferred from the totality of the circumstances: Ogilvie's prior employment at AMA and his resulting familiarity with the Aurelius content library; his Separation Agreement restrictions, which put him on explicit notice that use of Aurelius intellectual property was prohibited; his formation of MDD within approximately five months of his separation; and his purported licensing of a catalog of content that he knew belonged to Aurelius.
3. Breach of Separation Agreement
Aurelius also possesses a state law contract claim against Ogilvie for breach of the Separation Agreement executed on June 30, 2021. As discussed in Section II.A.4 above, the Separation Agreement contained, among other provisions, a non-compete covenant, a non-solicitation covenant, and an explicit prohibition on the use of any Aurelius intellectual property following separation.
Ogilvie's formation of MDD and MDD's purported licensing of 217 Aurelius-owned titles to StreamNow constitute direct breaches of each of these provisions:
• The formation of a content distribution company that trades on Aurelius's intellectual property constitutes a breach of the non-compete covenant.
• The solicitation of StreamNow and other potential licensees with respect to Aurelius content constitutes a breach of the non-solicitation covenant.
• The purported licensing of 217 Aurelius titles constitutes a direct and flagrant breach of the prohibition on use of Aurelius intellectual property.
Available remedies for breach of the Separation Agreement include contractual damages, injunctive relief, and, if the agreement so provides (which we are verifying), attorneys' fees. The Separation Agreement, the relevant excerpts of which are attached at Appendix G, is governed by California law.
4. Fraud. Ogilvie made material misrepresentations to StreamNow regarding MDD's authority to license Aurelius content. Specifically, Ogilvie represented, through MDD, that MDD held valid distribution rights to the 217 Aurelius titles, when in fact MDD held no such rights and Ogilvie knew that to be the case. These misrepresentations were made with the intent to induce StreamNow to enter into the Content Distribution Agreement, to pay licensing fees to MDD, and to distribute Aurelius content through StreamNow's platform.
StreamNow relied on these misrepresentations in entering the Content Distribution Agreement and proceeding to ingest and distribute Aurelius content. Aurelius was damaged as a result because the fraud enabled the unauthorized distribution of its copyrighted works and caused the injuries quantified in this memorandum.
While Aurelius's fraud claims against Ogilvie are primarily directed at conduct that harmed StreamNow as the immediate victim of the misrepresentations, Aurelius may assert fraud claims to the extent it suffered damages as a direct and proximate result of Ogilvie's scheme. This theory is supported by the fact that Ogilvie's fraudulent conduct was directed at — and caused injury to — Aurelius's intellectual property rights and licensing revenues.
5. Strategic Considerations for Claims Against Ogilvie and MDD
The inclusion of Ogilvie and MDD as defendants serves several important strategic objectives:
(a) Narrative strengthening. Naming Ogilvie and MDD as defendants allows Aurelius to present the full narrative of the infringement scheme — from Ogilvie's termination from AMA, through his formation of MDD, to MDD's execution of the fraudulent Content Distribution Agreement with StreamNow. This narrative powerfully underscores StreamNow's failure to conduct adequate due diligence and strengthens the willfulness theory.
(b) discovery access. discovery from MDD and Ogilvie is essential to establishing the full scope of the scheme and may reveal additional evidence of StreamNow's knowledge or recklessness. Communications between Ogilvie/MDD and StreamNow personnel, including the Content Distribution Agreement negotiation history, will be critical to the case.
(c) Witness pressure. Ogilvie's potential cooperation or adverse testimony may prove valuable. If Ogilvie perceives that his personal liability exposure is significant, he may be willing to provide testimony or d

PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION ATTORNEY WORK PRODUCT — PREPARED IN ANTICIPATION OF LITIGATION

MEMORANDUM

MATTER NO.: 1017-00003

I. EXECUTIVE SUMMARY

II. FACTUAL BACKGROUND

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