1017-00004 · Entities. Aurelius Global Media Group · Closing

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CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED COMMUNICATION

CALDERWOOD & HARKNESS LLP 777 South Flower Street, Suite 4200 Los Angeles, California 90017 Telephone: (213) 555-7200 Facsimile: (213) 555-7201 www.calderwoodharkness.com

February 12, 2024

VIA EMAIL

Mr. Gregory Tanaka Vice President, Legal & Compliance Aurelius Media Americas Inc. 8500 Sunset Boulevard, Suite 1400 West Hollywood, California 90069

Re: Document Retention Recommendations Post-Settlement C&H Matter No.: 1017-00004 *Fuentes v. Aurelius Media Americas Inc.*, LASC Case No. 22STCV38214 (Consolidated) *Aldrich v. Aurelius Media Americas Inc.*, LASC Case No. 22STCV41087

Dear Mr. Tanaka:

As you are aware, both matters referenced above have been fully resolved. The Fuentes class action was resolved through a court-approved class settlement in the amount of $14,750,000, with the Court entering its Final Approval Order on February 9, 2024. The Aldrich individual action was resolved through a confidential settlement in the amount of $2,350,000, with the settlement agreement executed on January 19, 2024, and the case dismissed with prejudice on January 29, 2024. With both matters now concluded and our engagement nearing its formal closing date of February 15, 2024, we write to recommend specific document retention protocols and related post-resolution procedures that Aurelius Media Americas Inc. ("AMA") should implement to protect its interests going forward. The recommendations set forth below address the release of litigation holds, the retention of key categories of documents and data, ongoing compliance monitoring, and coordination with third-party vendors and service providers.

We have organized this letter into eight sections for ease of reference. We encourage you to circulate this letter to the relevant internal stakeholders at AMA, including those individuals identified below, so that these recommendations can be implemented promptly and consistently.

I. Litigation Hold — Release

A. General Release Authorization

Now that both the Fuentes and Aldrich matters have been fully resolved, AMA is authorized to release the litigation hold that was originally issued on November 2, 2022. As you will recall, that litigation hold notice was prepared by Calderwood & Harkness LLP and issued by you, in your capacity as Vice President, Legal & Compliance, to all identified custodians and relevant department heads throughout AMA. The hold directed all recipients to preserve, and refrain from destroying, deleting, or altering, any documents and electronically stored information potentially relevant to the claims asserted or anticipated in the Fuentes and Aldrich matters.

We recommend that AMA notify, in writing, all custodians who signed Litigation Hold Acknowledgment forms that the hold has been lifted and that they are no longer subject to the preservation obligations imposed by the hold. This written notification should be clear, unambiguous, and sent to each custodian individually. We are happy to assist in drafting a form of release notification if AMA would find that helpful. The seven original custodians who were identified and who executed Litigation Hold Acknowledgment forms are as follows:

1. Lorraine Okafor, SVP, Human Resources

2. Gregory Tanaka, VP, Legal & Compliance

3. Jonathan Mercer, President

4. Celine Arroyo, Director of Production Operations

5. Dwayne Prescott, VP of Unscripted Programming

6. Karen Fong, Payroll Manager

7. All direct supervisors of named plaintiffs (as identified by Human Resources during the implementation of the litigation hold in November 2022)

Each of these individuals should receive a written notification confirming that the litigation hold is released and that they may resume their ordinary document management practices, subject to the specific retention requirements outlined in Sections II through IV below.

B. Notification to IT Department

In addition to notifying the individual custodians, AMA's Information Technology Department should be notified that it may resume routine document destruction and data retention schedules for materials that were subject to the litigation hold. This includes the re-enablement of any automated deletion or archiving processes that were suspended in connection with the hold. However, AMA's IT Department should be specifically instructed that the categories of documents identified below in Sections II through IV of this letter must be retained for the periods specified therein and must not be subject to routine destruction until those retention periods have expired. We recommend that AMA's IT Department receive a copy of this letter, or at minimum a summary of the specific retention obligations, so that it can implement the necessary exceptions to its routine data lifecycle management processes.

C. NovaPay Solutions Inc. — Third-Party Hold Release

AMA engaged NovaPay Solutions Inc. as its third-party payroll and timekeeping services provider, and NovaPay was subject to preservation obligations arising from the subpoena duces tecum issued on February 8, 2023, in connection with the Fuentes litigation. AMA should now formally advise NovaPay Solutions Inc. that the third-party preservation obligations imposed by that subpoena may be released. This notification should be directed to Marcus Yee, Director of Client Data Services, NovaPay Solutions Inc., 2200 Powell Street, Suite 600, Emeryville, California 94608. However, the release of the general preservation hold should be made expressly subject to the specific data retention requirements described in Section IV below regarding TimeTrack Pro data, and NovaPay should be clearly informed of those ongoing retention obligations. We recommend that AMA provide NovaPay with a written notice that references both the release of the subpoena-related hold and the continuing retention requirements for the specific TimeTrack Pro datasets identified in Section IV.

II. Class Settlement Documents — 5-Year Retention

A. Retention Period

AMA should retain all documents and records falling within the categories described in this Section II for a minimum period of five (5) years from the date of the Court's Final Approval Order, which was entered on February 9, 2024. Accordingly, these documents should be retained through at least February 9, 2029. We believe this five-year retention period is appropriate and prudent given the nature of the class settlement, the potential for post-settlement disputes or inquiries, and the various administrative and insurance-related considerations discussed further below.

B. Categories of Documents to Retain

The following categories of documents and records should be included in the five-year retention protocol:

1. Settlement Agreement. The Class Action Settlement Agreement and Release, execution version, dated September 15, 2023, including all exhibits, appendices, and schedules thereto.

2. Court Orders. The Preliminary Approval Order, dated October 18, 2023, and the Final Approval Order and Judgment, dated February 9, 2024.

3. Court Filings. All court filings in Case No. 22STCV38214, including filings in the consolidated action, Case No. 22STCV39501. This includes, without limitation, the operative complaint, all motions and oppositions, all declarations and exhibits filed in support of or in opposition to any motion, the motion for preliminary approval and all supporting papers, the motion for final approval and all supporting papers, the motion for attorneys' fees and costs, and all orders entered by the Court.

4. Class List and Contact Information. The class list and class member contact information that was provided to Meridian Settlement Services LLC, the Court-appointed claims administrator. The primary contact at Meridian is Angela Truong, and Meridian's address is 1600 E. Fourth Street, Suite 240, Santa Ana, California 92701. AMA should retain its own copy of the class list and should confirm with Meridian that Meridian will also maintain its records for a comparable period, or alternatively, that AMA has received a complete copy of all claims administration records from Meridian.

5. Claims Data. Records of all valid claims submitted by class members in response to the class notice, including the claim forms themselves, any supporting documentation submitted by claimants, and any correspondence with individual claimants regarding their claims. A total of 1,262 valid claims were submitted, representing a claims rate of approximately 68.2% of the approximately 1,850 class members.

6. Opt-Out Records. Records of all requests for exclusion (opt-outs) received during the opt-out period. A total of 23 opt-outs were received. AMA should retain a list of all individuals who opted out, copies of their opt-out requests, and any correspondence regarding opt-out requests.

7. Objection Records. Records of all objections to the settlement received during the objection period. A total of four (4) objections were received, from the following individuals: Carlos Vega, Rachel Kimura, Samuel Torres, and Dawn Prescott. AMA should retain copies of each written objection, any responses filed by AMA or class counsel in response to the objections, and any orders or rulings by the Court regarding the objections. Although no objector has indicated an intent to appeal the Final Approval Order, the retention of these records is prudent in the event of any late-filed appeal or post-judgment challenge.

8. Class Notice Materials. All class notice materials, including both the long-form notice and the postcard/summary form notice, as well as proof of mailing of the class notice. The initial mailing of the class notice was completed on November 3, 2023. AMA should also retain any records of re-mailed or supplemental notices, returned mail, and updated addresses.

9. Settlement Administration Records. All records and correspondence related to the administration of the settlement by Meridian Settlement Services LLC, including status reports, invoices, and any communications between AMA, class counsel, and Meridian regarding the administration of claims, distribution of settlement funds, and resolution of disputed claims.

10. PAGA Payment Records. Records relating to the Private Attorneys General Act ("PAGA") component of the settlement, including the $750,000 PAGA allocation. Of this amount, 75% ($562,500) was allocated to the California Labor and Workforce Development Agency ("LWDA"), and 25% ($187,500) was allocated to the aggrieved employees. AMA should retain records of payment to the LWDA, confirmation of receipt by the LWDA, and records of the distribution of the aggrieved employee share.

11. Fund Distribution Records. Records of the distribution of the settlement fund to individual class members, including the individual payment amounts calculated under the allocation formula set forth in the settlement agreement (60% based on weeks worked during the class period and 40% based on overtime hours during the class period). These records should include check amounts, check numbers, dates of issuance, and dates of cashing or voiding.

12. Uncashed Checks and Cy Pres. Records of any uncashed settlement checks and any cy pres distributions made to the Legal Aid Foundation of Los Angeles or any other designated cy pres recipient, including the amounts distributed, dates of distribution, and receipts or acknowledgments from the cy pres recipient.

C. Insurance-Related Records

In addition to the settlement-specific documents identified above, AMA should retain all insurance-related records associated with the Fuentes class action for the same five-year period. These records are important for insurance audit, coverage verification, and potential future disputes regarding coverage obligations. The following categories of insurance-related records should be retained:

1. Pemberton Mutual Assurance Co. Correspondence. All correspondence with Pemberton Mutual Assurance Co. relating to EPL Policy No. PMA-EPL-2022-00837, including, without limitation:

(a) The tender letter submitted by AMA to Pemberton on November 8, 2022;

(b) Pemberton's reservation of rights letter, dated December 22, 2022;

(d) Pemberton's settlement contribution authorization letter, authorizing a contribution of $9,250,000 toward the settlement, dated September 13, 2023, issued by Pemberton's coverage counsel, Thornhill & Reade LLP; and

(e) All settlement fund allocation documentation reflecting the respective contributions of Pemberton ($9,250,000) and AMA ($5,500,000) to the total settlement fund.

2. D&O Policy Correspondence. All correspondence with Redcliffe Specialty Insurance Ltd. relating to D&O Policy No. RSI-DO-2022-04419, and all correspondence with Ashford Re Ltd. relating to excess D&O Policy No. ARL-EX-2022-01102.

3. Broker Correspondence. All correspondence with AMA's insurance broker, Kestrel Risk Advisors Ltd. (Samuel Okonkwo, Managing Director), regarding the placement, renewal, or claims-related communications pertaining to the policies referenced above.

D. Rationale. The five-year retention period for the class settlement documents is supported by several considerations. First, although the Final Approval Order has been entered and no objector has indicated an intent to appeal, the possibility of post-settlement disputes or challenges to the settlement — however remote — counsels in favor of an extended retention period. Second, the cy pres distribution process may extend beyond the initial distribution period, and records may be needed to document the proper disposition of unclaimed or uncashed settlement funds. Third, individual class members may inquire about the status of their settlement payments for an extended period following the distribution, and AMA and Meridian should be prepared to respond to such inquiries with accurate records. Fourth, the insurance carriers may conduct audits of the settlement fund allocation and distribution, and retention of the underlying records will facilitate any such audit and protect AMA's interests in the event of a dispute with its carriers over coverage or reimbursement.

III. Aldrich Settlement Documents — 7-Year Retention

A. Retention Period

AMA should retain all documents and records falling within the categories described in this Section III for a minimum period of seven (7) years from the date of execution of the Aldrich Settlement Agreement, which was executed on January 19, 2024. Accordingly, these documents should be retained through at least January 19, 2031. The extended retention period, relative to the five-year period applicable to the class settlement documents, is warranted for the reasons described in subsection D below.

B. Categories of Documents to Retain

The following categories of documents and records should be included in the seven-year retention protocol:

1. Settlement Agreement and Release. The Aldrich Settlement Agreement and Mutual Release, execution version, dated January 19, 2024, including all exhibits and schedules thereto.

2. Dismissal Documents. The Stipulation for Dismissal with Prejudice, dated January 26, 2024, and the Request for Dismissal (Judicial Council Form CIV-110), filed with the Court on January 29, 2024.

3. Employment Agreement. Gavin Aldrich's original Employment Agreement with AMA, dated September 5, 2017, and the First Amendment to the Employment Agreement, dated August 1, 2020. These documents are essential to the interpretation and enforcement of the surviving restrictive covenants discussed in Section VI below.

4. Court Filings. All court filings in Case No. 22STCV41087, including both Aldrich's complaint and AMA's cross-complaint, all motions and oppositions, all declarations and exhibits, and all orders entered by the Court.

5. Acceptable Use and Confidentiality Policy. AMA's Acceptable Use and Confidentiality Policy, March 2021 revision, together with Gavin Aldrich's signed acknowledgment of that policy, dated April 12, 2021. This document is relevant to AMA's ongoing enforcement rights under the confidentiality obligations and to any future claim that Aldrich breached the policy.

6. DLP Audit Report and Forensic Logs. The complete Data Loss Prevention ("DLP") audit report and findings, including the IT forensic logs documenting Aldrich's unauthorized transmission of AMA proprietary materials. The forensic evidence established that approximately 340 emails were forwarded by Aldrich from his AMA email account to his personal email address, galdrich.private@Northgate Software.com, and that 7 emails containing AMA proprietary materials were transmitted to info@halcyoncreekprod.com, an email address associated with Halcyon Creek Productions LLC. These records are critical to any future enforcement action, whether against Aldrich under the settlement agreement or against Halcyon Creek Productions LLC as a non-party.

7. Proprietary Materials. Copies of the proprietary materials that were transmitted by Aldrich, including the show format bibles for "Apex Endurance," "The Remix," and "Untamed West"; the pilot sizzle reels for those programs; and the Summit Challenge revenue model. Retention of these materials is necessary to establish the content and nature of the proprietary information at issue in any future enforcement action.

8. Declarations. The declarations of Jonathan Mercer and Dwayne Prescott filed in support of AMA's cross-complaint against Aldrich.

9. Deposition Transcript. The deposition transcript of Gavin Aldrich, taken on May 22, 2023, including all exhibits marked during the deposition.

10. Mediation-Related Documents. Mediation-related documents, to the extent that such documents are not protected by the mediation confidentiality provisions of California Evidence Code Section 1119. AMA should consult with counsel before disclosing or relying upon any mediation-related materials, as Section 1119 broadly protects the confidentiality of mediation communications and documents.

11. Tax Allocation Records. Records reflecting the tax allocation of the Aldrich settlement amount, specifically the allocation of 45% to wages ($1,057,500, reported on Form W-2) and 55% to non-wage payments ($1,292,500, reported on Form 1099-MISC). These records are essential for tax compliance and audit purposes.

12. RSU Records. Records relating to the acceleration and forfeiture of Aldrich's restricted stock units ("RSUs") as part of the settlement, including the acceleration of 10,200 RSUs and the forfeiture of 5,100 RSUs. These records are relevant to both tax reporting and equity compensation administration.

C. Rationale. The extended seven-year retention period for the Aldrich settlement documents is warranted by several factors that distinguish this matter from the class settlement:

• Breach-of-Settlement Claims. The Aldrich Settlement Agreement contains a number of affirmative obligations on the part of both parties, including non-disparagement covenants, confidentiality obligations regarding the terms of the settlement itself, and a return-of-materials certification requirement. A breach of any of these obligations could give rise to an enforcement action, and AMA should retain the settlement agreement and supporting documentation for a sufficient period to preserve its enforcement rights.

• Surviving Confidentiality Obligations. Section 9.4 of the Employment Agreement, as modified by the settlement, imposes confidentiality obligations on Aldrich that survive indefinitely and have no expiration date. AMA's ability to enforce these obligations depends on its retention of the underlying agreements and the evidence of the proprietary materials at issue.

• Non-Solicitation Obligations. Sections 9.2 and 9.3 of the Employment Agreement, as modified by the settlement, impose non-solicitation obligations on Aldrich that remain in effect for 12 months following the settlement date, i.e., through January 19, 2025. Any breach of these obligations during the restricted period, or any evidence of such breach that comes to light after the restricted period has expired, may give rise to enforcement proceedings. The seven-year retention period ensures that the relevant records will be available for any such proceedings.

• Tax Audit Exposure. The Internal Revenue Service generally has three (3) years from the date of filing to audit a tax return, but this period may be extended to six (6) years in the case of a substantial understatement of income. Given the significant dollar amounts involved in the Aldrich settlement and the allocation between wage and non-wage income, a seven-year retention period provides an adequate buffer beyond the maximum audit period.

• Halcyon Creek Productions LLC. AMA may have grounds for a separate enforcement action against Halcyon Creek Productions LLC regarding the use of AMA's proprietary materials. Retention of the DLP audit report, forensic logs, and copies of the transmitted materials for the full seven-year period will ensure that AMA has the evidentiary foundation necessary to pursue such an action if warranted.

D. Coordination with AGMG

The RSU acceleration and forfeiture records relating to the Aldrich settlement should be coordinated with the equity compensation team at Aurelius Global Media Group ("AGMG"), AMA's parent company. Specifically, these records should be shared with Malcolm Dunmore, Chief Financial Officer, AGMG, 34 Kingsway, London WC2B 6EX, United Kingdom, and should be retained by both AMA and AGMG for the full seven-year period. Additionally, AMA's external auditor, Graystone & Parr LLP, 200 Park Avenue, Suite 3500, New York, New York 10166, should be informed of the Aldrich settlement terms to the extent necessary for financial statement disclosure purposes. We recommend that AMA coordinate with its finance team and with Graystone & Parr to ensure that the settlement is properly reflected in AMA's financial statements for the relevant reporting periods.

IV. TimeTrack Pro Data Retention

A. Retention Period

Payroll and timekeeping data for the class period — November 1, 2018, through October 31, 2023, as modified in the settlement agreement — should be retained until the settlement fund has been fully distributed and all settlement checks have either been cashed or voided. Based on the current distribution timeline, we estimate that the distribution process will be completed by approximately mid-2024, approximately 180 days after the initial fund distribution, accounting for the uncashed check processing period and any cy pres transfers of residual funds. After full distribution has been completed and confirmed, AMA may revert to its standard data retention schedule for payroll and timekeeping records, subject to any other applicable legal or regulatory retention requirements.

B. Specific Data to Retain

During the retention period described above, the following specific categories of TimeTrack Pro data should be retained:

1. Punch Records. All TimeTrack Pro punch records (clock-in and clock-out data) for the approximately 1,850 class members across all seven (7) of AMA's California facilities. These records formed the basis for the calculation of individual settlement shares and may be needed to resolve any post-distribution disputes regarding individual payment amounts.

2. Auto-Deduction Configuration Records. Records documenting the configuration of the TimeTrack Pro auto-deduction feature, including the historical 6-hour threshold setting that was in effect during the majority of the class period and the corrective change to a 5-hour threshold implemented in December 2022. These configuration records were central to the liability analysis in the Fuentes litigation and should be preserved for the duration of the post-settlement retention period.

3. Missed Meal Attestation Feature Logs. The activation and deactivation logs for the Missed Meal Attestation feature, organized by facility. As documented during discovery, three of AMA's seven California facilities did not have the Missed Meal Attestation feature activated until December 2022: Facility 2 (Studio City, located at 4024 Penmark Strategy Partners Avenue), Facility 4 (Burbank, located at 3800 W. Alameda Avenue), and Facility 7 (El Segundo, located at 888 N. Sepulveda Boulevard). The activation/deactivation logs for these facilities, and for all other AMA California facilities, should be retained.

4. Attestation Usage Records. Records documenting the usage of the Missed Meal Attestation feature by employees at each facility, including the frequency of attestations, the nature of attestations recorded, and any associated payroll adjustments.

5. Payroll Summary Reports. Payroll summary reports for all class members during the class period, including data on gross wages, overtime wages, meal period premiums paid, and rest period premiums paid. These reports were used in connection with the damages analysis and settlement negotiations and may be relevant to any post-distribution inquiries.

C. Coordination with NovaPay Solutions Inc.

AMA should confirm directly with NovaPay Solutions Inc. (Marcus Yee, Director of Client Data Services) that NovaPay will retain the above-described data in its systems for the required retention period. Alternatively, if NovaPay is unable or unwilling to commit to retaining the data for the required period, AMA should ensure that it has obtained and securely stored local copies of all extracted data sets, in a format that preserves the integrity and usability of the data. We recommend that AMA obtain written confirmation from NovaPay regarding its data retention commitments and retain that confirmation in its files.

V. Return of Materials — Aldrich Compliance Verification

A. Aldrich's Obligation

Pursuant to the return-of-materials provision of the Aldrich Settlement Agreement, Gavin Aldrich was required to return and/or permanently delete all AMA proprietary materials in his possession, custody, or control within ten (10) business days of the execution of the settlement agreement on January 19, 2024. Based on this timeline, the deadline for Aldrich's compliance was approximately February 2, 2024. In addition to the physical return and/or deletion of materials, Aldrich was required to provide a written certification of compliance confirming that all AMA proprietary materials have been returned or permanently deleted from all personal devices, email accounts, cloud storage services, and other storage media.

B. Recommended Verification Steps

We recommend that AMA take the following steps to verify Aldrich's compliance with the return-of-materials obligation:

1. Confirm Receipt of Written Certification. AMA should confirm that it has received Aldrich's written certification of compliance, as required by the settlement agreement. If the certification has not been received, AMA should promptly follow up with Aldrich (or his counsel) to demand compliance.

2. IT Verification. AMA's IT security team should undertake reasonable efforts to verify Aldrich's certification, to the extent that such verification is possible using available tools and information. Specifically:

(a) AMA should confirm that Aldrich's AMA-issued laptop computer has been returned and that the device has been properly wiped, if this was not already accomplished at the time of Aldrich's termination on October 14, 2022.

(b) AMA should utilize the monitoring tools already in place from the DLP audit to detect any further access to, or transmission of, AMA proprietary materials from Aldrich's known personal email address (galdrich.private@Northgate Software.com) or from any email accounts or systems associated with Halcyon Creek Productions LLC (info@halcyoncreekprod.com).

3. Enforcement. If Aldrich's written certification of compliance is not received by the deadline, or if the IT verification process reveals evidence of continued possession or use of AMA proprietary materials by Aldrich, AMA should contact Calderwood & Harkness LLP immediately to discuss enforcement options under the settlement agreement, including potential claims for breach of the settlement agreement and injunctive relief.

C. Halcyon Creek Productions LLC

It is important to note that the settlement agreement between AMA and Aldrich does not bind Halcyon Creek Productions LLC, which is a non-party to the settlement. The settlement agreement resolves the claims between AMA and Aldrich personally, but it does not extinguish any claims that AMA may have directly against Halcyon Creek or its principal, Nina Castellanos. If AMA has reason to believe that Halcyon Creek Productions LLC, or Ms. Castellanos in her individual capacity, continues to possess or use AMA proprietary materials — particularly the show format bibles for "Apex Endurance," "The Remix," and "Untamed West," or the Summit Challenge revenue model — AMA should consult with counsel regarding the potential for a separate enforcement action. Such an action could be brought under the California Uniform Trade Secrets Act ("CUTSA"), California Civil Code Section 3426 et seq., as well as other potentially applicable theories of liability including unfair business practices under California Business and Professions Code Section 17200 et seq.

VI. Ongoing Restrictive Covenant Monitoring

A. Modified Restrictive Covenant Terms

As part of the Aldrich settlement, the parties agreed to modify the restrictive covenants contained in Aldrich's Employment Agreement as follows:

• Section 9.1 (Non-Competition): Voided in its entirety. The parties mutually agreed that the non-competition covenant is unenforceable, consistent with California Business and Professions Code Section 16600 and established California public policy. No monitoring of this provision is required.

• Section 9.2 (Non-Solicitation of Employees): The restricted period was reduced from 24 months to 12 months following the settlement date. This provision remains in effect through January 19, 2025.

• Section 9.3 (Non-Solicitation of Business Relationships): The restricted period was similarly reduced from 24 months to 12 months following the settlement date. This provision remains in effect through January 19, 2025.

• Section 9.4 (Confidentiality): This provision remains in full force and effect indefinitely, with no expiration date. Aldrich is permanently prohibited from disclosing or using AMA's confidential and proprietary information, as defined in the Employment Agreement.

B. Monitoring Recommendations

During the non-solicitation restricted period, which runs through January 19, 2025, AMA should implement reasonable monitoring measures to detect any violations of the modified non-solicitation covenants. We recommend the following:

1. Public Activity Monitoring. AMA should monitor public announcements of Aldrich's new employment or consulting engagements, including press releases, trade publications, and industry news sources. AMA should also monitor Aldrich's Westmark Health IT profile and other public social media accounts for indications that he has joined or is working with a competitor in the unscripted or reality television space.

2. Internal Reporting. AMA should instruct its employees, particularly those who worked with Aldrich or who occupy positions in the unscripted programming division, to report any solicitation contacts received from Aldrich during the restricted period. This instruction should be communicated through Human Resources and should be documented.

3. Client and Partner Reporting. AMA should similarly request that its network, platform, and advertiser clients report any solicitation contacts received from Aldrich during the restricted period. This request should be made through AMA's existing business relationship channels and should be handled with appropriate discretion to avoid unnecessary disclosure of the settlement or its terms.

4. Enforcement. If AMA becomes aware that Aldrich is soliciting AMA employees or business relationships in violation of the modified non-solicitation covenants under Sections 9.2 or 9.3 of the Employment Agreement, AMA should contact Calderwood & Harkness LLP immediately to discuss enforcement options, including the possibility of seeking injunctive relief and damages.

5. Ongoing Confidentiality Monitoring. With respect to the indefinite confidentiality obligation under Section 9.4, AMA should remain alert on an ongoing basis to any public disclosure or competitive use of AMA proprietary information that may be attributable to Aldrich. This includes monitoring industry developments, competitor programming announcements, and trade press for any indications that AMA's proprietary concepts, formats, or business information are being used without authorization. If any such disclosure or use is identified, AMA should contact counsel promptly.

C. New California Law Compliance (AB 1076 / SB 699)

We note that effective January 1, 2024, California Business and Professions Code Sections 16600.5 and 16600.7 impose additional restrictions on employers regarding non-compete agreements and impose affirmative notification obligations. Specifically, under the new law, employers are required to notify current and former employees who were employed after January 1, 2022, that any non-compete clause or provision in their employment agreement is void under California law.

The voiding of Section 9.1 (Non-Competition) in the Aldrich settlement is fully consistent with these new statutory requirements. However, AMA should ensure that it has complied with the broader notification requirement imposed by the new law with respect to all current and former employees, not just Aldrich. This notification obligation, and AMA's compliance obligations under AB 1076 and SB 699 more generally, are addressed in greater detail in a separate compliance recommendations letter that we will be sending under separate cover. We raise the issue here solely to ensure that AMA is aware of the potential overlap between the Aldrich settlement terms and the new statutory framework.

VII. E-discovery Vendor and Expert File Retention

A. Marlowe Asset Management Litigation Technology Inc.

Marlowe Asset Management Litigation Technology Inc., located at 600 Anton Boulevard, Suite 900, Costa Mesa, California 92626, served as AMA's e-discovery vendor for the duration of this engagement. Through Marlowe Asset Management's platform, AMA produced a total of 147,832 documents, comprising approximately 1.2 million pages, in connection with the Fuentes and Aldrich matters.

We recommend that AMA instruct Marlowe Asset Management to retain the hosted document database for a minimum of twelve (12) months following the engagement closing date, i.e., through at least February 15, 2025. This twelve-month retention period will ensure that the document database remains available in the event of any post-settlement inquiries, disputes, or related proceedings that may arise in the near term following the resolution of these matters.

After the expiration of the twelve-month retention period, AMA may authorize Marlowe Asset Management to decommission the hosted database. However, before decommissioning occurs, AMA should obtain and securely store a complete archive of the production set in load-file format (including all native files, images, text files, and metadata). This archive should be stored on AMA's own systems or in a secure, AMA-controlled storage environment, and should be maintained for a period consistent with the longer of the retention periods applicable to the class settlement documents (five years) or the Aldrich settlement documents (seven years).

B. Expert Reports and Work Product

The expert reports prepared in connection with the Fuentes class action, together with all underlying data analyses and work product, should be retained as part of the class settlement file and are subject to the five-year retention period described in Section II above. Specifically, the following expert materials should be retained:

• The expert report of Dr. Rajesh Makhija, Workforce Dynamics Consulting LLC, dated May 19, 2023, together with all supporting data, analyses, and work papers;

• The expert report of Dr. Catherine Lindstrom, Hargrove Analytics Inc., dated June 9, 2023, together with all supporting data, analyses, and work papers; and

• The expert report of Plaintiffs' expert, Dr. Howard Rennick, Pinnacle Economic Consulting Group LLC, dated April 28, 2023, together with any rebuttal materials prepared in response thereto.

These expert materials were integral to the damages analysis and settlement negotiations and should be preserved in the event that any post-settlement dispute requires reference to the underlying data or methodologies.

VIII. C&H File Retention

Calderwood & Harkness LLP will retain all matter files — both physical and electronic — for Matter No. 1017-00004 in accordance with the firm's standard document retention policy. Under that policy, matter files are retained for a period of seven (7) years from the date of matter closing, which in this case will result in retention through at least February 15, 2031. Certain categories of documents, including court orders, settlement agreements, and executed contracts, are retained by the firm indefinitely, regardless of the seven-year general retention period.

Key documents from this engagement have been indexed and archived in Calderwood & Harkness's document management system. AMA may request access to Calderwood & Harkness's matter files at any time during the retention period by contacting the undersigned or Renata Vasquez, Partner, at the firm's Los Angeles office.

We hope that the foregoing recommendations provide a useful framework for AMA's post-settlement document management procedures. We are available to discuss any of these recommendations in further detail at your convenience. In addition, we are prepared to assist AMA with the practical implementation of these recommendations, including drafting the litigation hold release notification, coordinating with NovaPay Solutions Inc. and Marlowe Asset Management Litigation Technology Inc. regarding their respective retention obligations, and supporting AMA's monitoring of Gavin Aldrich's compliance with the modified restrictive covenants.

Please do not hesitate to reach out with any questions or to schedule a call to discuss next steps. I can be reached directly at (213) 555-7238 or at darcher@calderwoodharkness.com.

Sincerely,

CALDERWOOD & HARKNESS LLP

By: ________

Devon Archer Senior Associate

cc: Renata Vasquez, Partner, Calderwood & Harkness LLP

CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED COMMUNICATION
CALDERWOOD & HARKNESS LLP 777 South Flower Street, Suite 4200 Los Angeles, California 90017 Telephone: (213) 555-7200 Facsimile: (213) 555-7201 www.calderwoodharkness.com
February 12, 2024
VIA EMAIL
Mr. Gregory Tanaka Vice President, Legal & Compliance Aurelius Media Americas Inc. 8500 Sunset Boulevard, Suite 1400 West Hollywood, California 90069
Re: Document Retention Recommendations Post-Settlement C&H Matter No.: 1017-00004 *Fuentes v. Aurelius Media Americas Inc.*, LASC Case No. 22STCV38214 (Consolidated) *Aldrich v. Aurelius Media Americas Inc.*, LASC Case No. 22STCV41087
Dear Mr. Tanaka:
As you are aware, both matters referenced above have been fully resolved. The Fuentes class action was resolved through a court-approved class settlement in the amount of $14,750,000, with the Court entering its Final Approval Order on February 9, 2024. The Aldrich individual action was resolved through a confidential settlement in the amount of $2,350,000, with the settlement agreement executed on January 19, 2024, and the case dismissed with prejudice on January 29, 2024. With both matters now concluded and our engagement nearing its formal closing date of February 15, 2024, we write to recommend specific document retention protocols and related post-resolution procedures that Aurelius Media Americas Inc. ("AMA") should implement to protect its interests going forward. The recommendations set forth below address the release of litigation holds, the retention of key categories of documents and data, ongoing compliance monitoring, and coordination with third-party vendors and service providers.
We have organized this letter into eight sections for ease of reference. We encourage you to circulate this letter to the relevant internal stakeholders at AMA, including those individuals identified below, so that these recommendations can be implemented promptly and consistently.
I. Litigation Hold — Release
A. General Release Authorization
Now that both the Fuentes and Aldrich matters have been fully resolved, AMA is authorized to release the litigation hold that was originally issued on November 2, 2022. As you will recall, that litigation hold notice was prepared by Calderwood & Harkness LLP and issued by you, in your capacity as Vice President, Legal & Compliance, to all identified custodians and relevant department heads throughout AMA. The hold directed all recipients to preserve, and refrain from destroying, deleting, or altering, any documents and electronically stored information potentially relevant to the claims asserted or anticipated in the Fuentes and Aldrich matters.
We recommend that AMA notify, in writing, all custodians who signed Litigation Hold Acknowledgment forms that the hold has been lifted and that they are no longer subject to the preservation obligations imposed by the hold. This written notification should be clear, unambiguous, and sent to each custodian individually. We are happy to assist in drafting a form of release notification if AMA would find that helpful. The seven original custodians who were identified and who executed Litigation Hold Acknowledgment forms are as follows:
1. Lorraine Okafor, SVP, Human Resources
2. Gregory Tanaka, VP, Legal & Compliance
3. Jonathan Mercer, President
4. Celine Arroyo, Director of Production Operations
5. Dwayne Prescott, VP of Unscripted Programming
6. Karen Fong, Payroll Manager
7. All direct supervisors of named plaintiffs (as identified by Human Resources during the implementation of the litigation hold in November 2022)
Each of these individuals should receive a written notification confirming that the litigation hold is released and that they may resume their ordinary document management practices, subject to the specific retention requirements outlined in Sections II through IV below.
B. Notification to IT Department
In addition to notifying the individual custodians, AMA's Information Technology Department should be notified that it may resume routine document destruction and data retention schedules for materials that were subject to the litigation hold. This includes the re-enablement of any automated deletion or archiving processes that were suspended in connection with the hold. However, AMA's IT Department should be specifically instructed that the categories of documents identified below in Sections II through IV of this letter must be retained for the periods specified therein and must not be subject to routine destruction until those retention periods have expired. We recommend that AMA's IT Department receive a copy of this letter, or at minimum a summary of the specific retention obligations, so that it can implement the necessary exceptions to its routine data lifecycle management processes.
C. NovaPay Solutions Inc. — Third-Party Hold Release
AMA engaged NovaPay Solutions Inc. as its third-party payroll and timekeeping services provider, and NovaPay was subject to preservation obligations arising from the subpoena duces tecum issued on February 8, 2023, in connection with the Fuentes litigation. AMA should now formally advise NovaPay Solutions Inc. that the third-party preservation obligations imposed by that subpoena may be released. This notification should be directed to Marcus Yee, Director of Client Data Services, NovaPay Solutions Inc., 2200 Powell Street, Suite 600, Emeryville, California 94608. However, the release of the general preservation hold should be made expressly subject to the specific data retention requirements described in Section IV below regarding TimeTrack Pro data, and NovaPay should be clearly informed of those ongoing retention obligations. We recommend that AMA provide NovaPay with a written notice that references both the release of the subpoena-related hold and the continuing retention requirements for the specific TimeTrack Pro datasets identified in Section IV.
II. Class Settlement Documents — 5-Year Retention
A. Retention Period
AMA should retain all documents and records falling within the categories described in this Section II for a minimum period of five (5) years from the date of the Court's Final Approval Order, which was entered on February 9, 2024. Accordingly, these documents should be retained through at least February 9, 2029. We believe this five-year retention period is appropriate and prudent given the nature of the class settlement, the potential for post-settlement disputes or inquiries, and the various administrative and insurance-related considerations discussed further below.
B. Categories of Documents to Retain
The following categories of documents and records should be included in the five-year retention protocol:
1. Settlement Agreement. The Class Action Settlement Agreement and Release, execution version, dated September 15, 2023, including all exhibits, appendices, and schedules thereto.
2. Court Orders. The Preliminary Approval Order, dated October 18, 2023, and the Final Approval Order and Judgment, dated February 9, 2024.
3. Court Filings. All court filings in Case No. 22STCV38214, including filings in the consolidated action, Case No. 22STCV39501. This includes, without limitation, the operative complaint, all motions and oppositions, all declarations and exhibits filed in support of or in opposition to any motion, the motion for preliminary approval and all supporting papers, the motion for final approval and all supporting papers, the motion for attorneys' fees and costs, and all orders entered by the Court.
4. Class List and Contact Information. The class list and class member contact information that was provided to Meridian Settlement Services LLC, the Court-appointed claims administrator. The primary contact at Meridian is Angela Truong, and Meridian's address is 1600 E. Fourth Street, Suite 240, Santa Ana, California 92701. AMA should retain its own copy of the class list and should confirm with Meridian that Meridian will also maintain its records for a comparable period, or alternatively, that AMA has received a complete copy of all claims administration records from Meridian.
5. Claims Data. Records of all valid claims submitted by class members in response to the class notice, including the claim forms themselves, any supporting documentation submitted by claimants, and any correspondence with individual claimants regarding their claims. A total of 1,262 valid claims were submitted, representing a claims rate of approximately 68.2% of the approximately 1,850 class members.
6. Opt-Out Records. Records of all requests for exclusion (opt-outs) received during the opt-out period. A total of 23 opt-outs were received. AMA should retain a list of all individuals who opted out, copies of their opt-out requests, and any correspondence regarding opt-out requests.
7. Objection Records. Records of all objections to the settlement received during the objection period. A total of four (4) objections were received, from the following individuals: Carlos Vega, Rachel Kimura, Samuel Torres, and Dawn Prescott. AMA should retain copies of each written objection, any responses filed by AMA or class counsel in response to the objections, and any orders or rulings by the Court regarding the objections. Although no objector has indicated an intent to appeal the Final Approval Order, the retention of these records is prudent in the event of any late-filed appeal or post-judgment challenge.
8. Class Notice Materials. All class notice materials, including both the long-form notice and the postcard/summary form notice, as well as proof of mailing of the class notice. The initial mailing of the class notice was completed on November 3, 2023. AMA should also retain any records of re-mailed or supplemental notices, returned mail, and updated addresses.
9. Settlement Administration Records. All records and correspondence related to the administration of the settlement by Meridian Settlement Services LLC, including status reports, invoices, and any communications between AMA, class counsel, and Meridian regarding the administration of claims, distribution of settlement funds, and resolution of disputed claims.
10. PAGA Payment Records. Records relating to the Private Attorneys General Act ("PAGA") component of the settlement, including the $750,000 PAGA allocation. Of this amount, 75% ($562,500) was allocated to the California Labor and Workforce Development Agency ("LWDA"), and 25% ($187,500) was allocated to the aggrieved employees. AMA should retain records of payment to the LWDA, confirmation of receipt by the LWDA, and records of the distribution of the aggrieved employee share.
11. Fund Distribution Records. Records of the distribution of the settlement fund to individual class members, including the individual payment amounts calculated under the allocation formula set forth in the settlement agreement (60% based on weeks worked during the class period and 40% based on overtime hours during the class period). These records should include check amounts, check numbers, dates of issuance, and dates of cashing or voiding.
12. Uncashed Checks and Cy Pres. Records of any uncashed settlement checks and any cy pres distributions made to the Legal Aid Foundation of Los Angeles or any other designated cy pres recipient, including the amounts distributed, dates of distribution, and receipts or acknowledgments from the cy pres recipient.
C. Insurance-Related Records
In addition to the settlement-specific documents identified above, AMA should retain all insurance-related records associated with the Fuentes class action for the same five-year period. These records are important for insurance audit, coverage verification, and potential future disputes regarding coverage obligations. The following categories of insurance-related records should be retained:
1. Pemberton Mutual Assurance Co. Correspondence. All correspondence with Pemberton Mutual Assurance Co. relating to EPL Policy No. PMA-EPL-2022-00837, including, without limitation:
(a) The tender letter submitted by AMA to Pemberton on November 8, 2022;
(b) Pemberton's reservation of rights letter, dated December 22, 2022;
(c) Updated claim information letters provided by AMA to Pemberton on August 20, 2023, and September 10, 2023;
(d) Pemberton's settlement contribution authorization letter, authorizing a contribution of $9,250,000 toward the settlement, dated September 13, 2023, issued by Pemberton's coverage counsel, Thornhill & Reade LLP; and
(e) All settlement fund allocation documentation reflecting the respective contributions of Pemberton ($9,250,000) and AMA ($5,500,000) to the total settlement fund.
2. D&O Policy Correspondence. All correspondence with Redcliffe Specialty Insurance Ltd. relating to D&O Policy No. RSI-DO-2022-04419, and all correspondence with Ashford Re Ltd. relating to excess D&O Policy No. ARL-EX-2022-01102.
3. Broker Correspondence. All correspondence with AMA's insurance broker, Kestrel Risk Advisors Ltd. (Samuel Okonkwo, Managing Director), regarding the placement, renewal, or claims-related communications pertaining to the policies referenced above.
D. Rationale. The five-year retention period for the class settlement documents is supported by several considerations. First, although the Final Approval Order has been entered and no objector has indicated an intent to appeal, the possibility of post-settlement disputes or challenges to the settlement — however remote — counsels in favor of an extended retention period. Second, the cy pres distribution process may extend beyond the initial distribution period, and records may be needed to document the proper disposition of unclaimed or uncashed settlement funds. Third, individual class members may inquire about the status of their settlement payments for an extended period following the distribution, and AMA and Meridian should be prepared to respond to such inquiries with accurate records. Fourth, the insurance carriers may conduct audits of the settlement fund allocation and distribution, and retention of the underlying records will facilitate any such audit and protect AMA's interests in the event of a dispute with its carriers over coverage or reimbursement.
III. Aldrich Settlement Documents — 7-Year Retention
A. Retention Period
AMA should retain all documents and records falling within the categories described in this Section III for a minimum period of seven (7) years from the date of execution of the Aldrich Settlement Agreement, which was executed on January 19, 2024. Accordingly, these documents should be retained through at least January 19, 2031. The extended retention period, relative to the five-year period applicable to the class settlement documents, is warranted for the reasons described in subsection D below.
B. Categories of Documents to Retain
The following categories of documents and records should be included in the seven-year retention protocol:
1. Settlement Agreement and Release. The Aldrich Settlement Agreement and Mutual Release, execution version, dated January 19, 2024, including all exhibits and schedules thereto.
2. Dismissal Documents. The Stipulation for Dismissal with Prejudice, dated January 26, 2024, and the Request for Dismissal (Judicial Council Form CIV-110), filed with the Court on January 29, 2024.
3. Employment Agreement. Gavin Aldrich's original Employment Agreement with AMA, dated September 5, 2017, and the First Amendment to the Employment Agreement, dated August 1, 2020. These documents are essential to the interpretation and enforcement of the surviving restrictive covenants discussed in Section VI below.
4. Court Filings. All court filings in Case No. 22STCV41087, including both Aldrich's complaint and AMA's cross-complaint, all motions and oppositions, all declarations and exhibits, and all orders entered by the Court.
5. Acceptable Use and Confidentiality Policy. AMA's Acceptable Use and Confidentiality Policy, March 2021 revision, together with Gavin Aldrich's signed acknowledgment of that policy, dated April 12, 2021. This document is relevant to AMA's ongoing enforcement rights under the confidentiality obligations and to any future claim that Aldrich breached the policy.
6. DLP Audit Report and Forensic Logs. The complete Data Loss Prevention ("DLP") audit report and findings, including the IT forensic logs documenting Aldrich's unauthorized transmission of AMA proprietary materials. The forensic evidence established that approximately 340 emails were forwarded by Aldrich from his AMA email account to his personal email address, galdrich.private@Northgate Software.com, and that 7 emails containing AMA proprietary materials were transmitted to info@halcyoncreekprod.com, an email address associated with Halcyon Creek Productions LLC. These records are critical to any future enforcement action, whether against Aldrich under the settlement agreement or against Halcyon Creek Productions LLC as a non-party.
7. Proprietary Materials. Copies of the proprietary materials that were transmitted by Aldrich, including the show format bibles for "Apex Endurance," "The Remix," and "Untamed West"; the pilot sizzle reels for those programs; and the Summit Challenge revenue model. Retention of these materials is necessary to establish the content and nature of the proprietary information at issue in any future enforcement action.
8. Declarations. The declarations of Jonathan Mercer and Dwayne Prescott filed in support of AMA's cross-complaint against Aldrich.
9. Deposition Transcript. The deposition transcript of Gavin Aldrich, taken on May 22, 2023, including all exhibits marked during the deposition.
10. Mediation-Related Documents. Mediation-related documents, to the extent that such documents are not protected by the mediation confidentiality provisions of California Evidence Code Section 1119. AMA should consult with counsel before disclosing or relying upon any mediation-related materials, as Section 1119 broadly protects the confidentiality of mediation communications and documents.
11. Tax Allocation Records. Records reflecting the tax allocation of the Aldrich settlement amount, specifically the allocation of 45% to wages ($1,057,500, reported on Form W-2) and 55% to non-wage payments ($1,292,500, reported on Form 1099-MISC). These records are essential for tax compliance and audit purposes.
12. RSU Records. Records relating to the acceleration and forfeiture of Aldrich's restricted stock units ("RSUs") as part of the settlement, including the acceleration of 10,200 RSUs and the forfeiture of 5,100 RSUs. These records are relevant to both tax reporting and equity compensation administration.
C. Rationale. The extended seven-year retention period for the Aldrich settlement documents is warranted by several factors that distinguish this matter from the class settlement:
• Breach-of-Settlement Claims. The Aldrich Settlement Agreement contains a number of affirmative obligations on the part of both parties, including non-disparagement covenants, confidentiality obligations regarding the terms of the settlement itself, and a return-of-materials certification requirement. A breach of any of these obligations could give rise to an enforcement action, and AMA should retain the settlement agreement and supporting documentation for a sufficient period to preserve its enforcement rights.
• Surviving Confidentiality Obligations. Section 9.4 of the Employment Agreement, as modified by the settlement, imposes confidentiality obligations on Aldrich that survive indefinitely and have no expiration date. AMA's ability to enforce these obligations depends on its retention of the underlying agreements and the evidence of the proprietary materials at issue.
• Non-Solicitation Obligations. Sections 9.2 and 9.3 of the Employment Agreement, as modified by the settlement, impose non-solicitation obligations on Aldrich that remain in effect for 12 months following the settlement date, i.e., through January 19, 2025. Any breach of these obligations during the restricted period, or any evidence of such breach that comes to light after the restricted period has expired, may give rise to enforcement proceedings. The seven-year retention period ensures that the relevant records will be available for any such proceedings.
• Tax Audit Exposure. The Internal Revenue Service generally has three (3) years from the date of filing to audit a tax return, but this period may be extended to six (6) years in the case of a substantial understatement of income. Given the significant dollar amounts involved in the Aldrich settlement and the allocation between wage and non-wage income, a seven-year retention period provides an adequate buffer beyond the maximum audit period.
• Halcyon Creek Productions LLC. AMA may have grounds for a separate enforcement action against Halcyon Creek Productions LLC regarding the use of AMA's proprietary materials. Retention of the DLP audit report, forensic logs, and copies of the transmitted materials for the full seven-year period will ensure that AMA has the evidentiary foundation necessary to pursue such an action if warranted.
D. Coordination with AGMG
The RSU acceleration and forfeiture records relating to the Aldrich settlement should be coordinated with the equity compensation team at Aurelius Global Media Group ("AGMG"), AMA's parent company. Specifically, these records should be shared with Malcolm Dunmore, Chief Financial Officer, AGMG, 34 Kingsway, London WC2B 6EX, United Kingdom, and should be retained by both AMA and AGMG for the full seven-year period. Additionally, AMA's external auditor, Graystone & Parr LLP, 200 Park Avenue, Suite 3500, New York, New York 10166, should be informed of the Aldrich settlement terms to the extent necessary for financial statement disclosure purposes. We recommend that AMA coordinate with its finance team and with Graystone & Parr to ensure that the settlement is properly reflected in AMA's financial statements for the relevant reporting periods.
IV. TimeTrack Pro Data Retention
A. Retention Period
Payroll and timekeeping data for the class period — November 1, 2018, through October 31, 2023, as modified in the settlement agreement — should be retained until the settlement fund has been fully distributed and all settlement checks have either been cashed or voided. Based on the current distribution timeline, we estimate that the distribution process will be completed by approximately mid-2024, approximately 180 days after the initial fund distribution, accounting for the uncashed check processing period and any cy pres transfers of residual funds. After full distribution has been completed and confirmed, AMA may revert to its standard data retention schedule for payroll and timekeeping records, subject to any other applicable legal or regulatory retention requirements.
B. Specific Data to Retain
During the retention period described above, the following specific categories of TimeTrack Pro data should be retained:
1. Punch Records. All TimeTrack Pro punch records (clock-in and clock-out data) for the approximately 1,850 class members across all seven (7) of AMA's California facilities. These records formed the basis for the calculation of individual settlement shares and may be needed to resolve any post-distribution disputes regarding individual payment amounts.
2. Auto-Deduction Configuration Records. Records documenting the configuration of the TimeTrack Pro auto-deduction feature, including the historical 6-hour threshold setting that was in effect during the majority of the class period and the corrective change to a 5-hour threshold implemented in December 2022. These configuration records were central to the liability analysis in the Fuentes litigation and should be preserved for the duration of the post-settlement retention period.
3. Missed Meal Attestation Feature Logs. The activation and deactivation logs for the Missed Meal Attestation feature, organized by facility. As documented during discovery, three of AMA's seven California facilities did not have the Missed Meal Attestation feature activated until December 2022: Facility 2 (Studio City, located at 4024 Penmark Strategy Partners Avenue), Facility 4 (Burbank, located at 3800 W. Alameda Avenue), and Facility 7 (El Segundo, located at 888 N. Sepulveda Boulevard). The activation/deactivation logs for these facilities, and for all other AMA California facilities, should be retained.
4. Attestation Usage Records. Records documenting the usage of the Missed Meal Attestation feature by employees at each facility, including the frequency of attestations, the nature of attestations recorded, and any associated payroll adjustments.
5. Payroll Summary Reports. Payroll summary reports for all class members during the class period, including data on gross wages, overtime wages, meal period premiums paid, and rest period premiums paid. These reports were used in connection with the damages analysis and settlement negotiations and may be relevant to any post-distribution inquiries.
C. Coordination with NovaPay Solutions Inc.
AMA should confirm directly with NovaPay Solutions Inc. (Marcus Yee, Director of Client Data Services) that NovaPay will retain the above-described data in its systems for the required retention period. Alternatively, if NovaPay is unable or unwilling to commit to retaining the data for the required period, AMA should ensure that it has obtained and securely stored local copies of all extracted data sets, in a format that preserves the integrity and usability of the data. We recommend that AMA obtain written confirmation from NovaPay regarding its data retention commitments and retain that confirmation in its files.
V. Return of Materials — Aldrich Compliance Verification
A. Aldrich's Obligation
Pursuant to the return-of-materials provision of the Aldrich Settlement Agreement, Gavin Aldrich was required to return and/or permanently delete all AMA proprietary materials in his possession, custody, or control within ten (10) business days of the execution of the settlement agreement on January 19, 2024. Based on this timeline, the deadline for Aldrich's compliance was approximately February 2, 2024. In addition to the physical return and/or deletion of materials, Aldrich was required to provide a written certification of compliance confirming that all AMA proprietary materials have been returned or permanently deleted from all personal devices, email accounts, cloud storage services, and other storage media.
B. Recommended Verification Steps
We recommend that AMA take the following steps to verify Aldrich's compliance with the return-of-materials obligation:
1. Confirm Receipt of Written Certification. AMA should confirm that it has received Aldrich's written certification of compliance, as required by the settlement agreement. If the certification has not been received, AMA should promptly follow up with Aldrich (or his counsel) to demand compliance.
2. IT Verification. AMA's IT security team should undertake reasonable efforts to verify Aldrich's certification, to the extent that such verification is possible using available tools and information. Specifically:
(a) AMA should confirm that Aldrich's AMA-issued laptop computer has been returned and that the device has been properly wiped, if this was not already accomplished at the time of Aldrich's termination on October 14, 2022.
(b) AMA should utilize the monitoring tools already in place from the DLP audit to detect any further access to, or transmission of, AMA proprietary materials from Aldrich's known personal email address (galdrich.private@Northgate Software.com) or from any email accounts or systems associated with Halcyon Creek Productions LLC (info@halcyoncreekprod.com).
3. Enforcement. If Aldrich's written certification of compliance is not received by the deadline, or if the IT verification process reveals evidence of continued possession or use of AMA proprietary materials by Aldrich, AMA should contact Calderwood & Harkness LLP immediately to discuss enforcement options under the settlement agreement, including potential claims for breach of the settlement agreement and injunctive relief.
C. Halcyon Creek Productions LLC
It is important to note that the settlement agreement between AMA and Aldrich does not bind Halcyon Creek Productions LLC, which is a non-party to the settlement. The settlement agreement resolves the claims between AMA and Aldrich personally, but it does not extinguish any claims that AMA may have directly against Halcyon Creek or its principal, Nina Castellanos. If AMA has reason to believe that Halcyon Creek Productions LLC, or Ms. Castellanos in her individual capacity, continues to possess or use AMA proprietary materials — particularly the show format bibles for "Apex Endurance," "The Remix," and "Untamed West," or the Summit Challenge revenue model — AMA should consult with counsel regarding the potential for a separate enforcement action. Such an action could be brought under the California Uniform Trade Secrets Act ("CUTSA"), California Civil Code Section 3426 et seq., as well as other potentially applicable theories of liability including unfair business practices under California Business and Professions Code Section 17200 et seq.
VI. Ongoing Restrictive Covenant Monitoring
A. Modified Restrictive Covenant Terms
As part of the Aldrich settlement, the parties agreed to modify the restrictive covenants contained in Aldrich's Employment Agreement as follows:
• Section 9.1 (Non-Competition): Voided in its entirety. The parties mutually agreed that the non-competition covenant is unenforceable, consistent with California Business and Professions Code Section 16600 and established California public policy. No monitoring of this provision is required.
• Section 9.2 (Non-Solicitation of Employees): The restricted period was reduced from 24 months to 12 months following the settlement date. This provision remains in effect through January 19, 2025.
• Section 9.3 (Non-Solicitation of Business Relationships): The restricted period was similarly reduced from 24 months to 12 months following the settlement date. This provision remains in effect through January 19, 2025.
• Section 9.4 (Confidentiality): This provision remains in full force and effect indefinitely, with no expiration date. Aldrich is permanently prohibited from disclosing or using AMA's confidential and proprietary information, as defined in the Employment Agreement.
B. Monitoring Recommendations
During the non-solicitation restricted period, which runs through January 19, 2025, AMA should implement reasonable monitoring measures to detect any violations of the modified non-solicitation covenants. We recommend the following:
1. Public Activity Monitoring. AMA should monitor public announcements of Aldrich's new employment or consulting engagements, including press releases, trade publications, and industry news sources. AMA should also monitor Aldrich's Westmark Health IT profile and other public social media accounts for indications that he has joined or is working with a competitor in the unscripted or reality television space.
2. Internal Reporting. AMA should instruct its employees, particularly those who worked with Aldrich or who occupy positions in the unscripted programming division, to report any solicitation contacts received from Aldrich during the restricted period. This instruction should be communicated through Human Resources and should be documented.
3. Client and Partner Reporting. AMA should similarly request that its network, platform, and advertiser clients report any solicitation contacts received from Aldrich during the restricted period. This request should be made through AMA's existing business relationship channels and should be handled with appropriate discretion to avoid unnecessary disclosure of the settlement or its terms.
4. Enforcement. If AMA becomes aware that Aldrich is soliciting AMA employees or business relationships in violation of the modified non-solicitation covenants under Sections 9.2 or 9.3 of the Employment Agreement, AMA should contact Calderwood & Harkness LLP immediately to discuss enforcement options, including the possibility of seeking injunctive relief and damages.
5. Ongoing Confidentiality Monitoring. With respect to the indefinite confidentiality obligation under Section 9.4, AMA should remain alert on an ongoing basis to any public disclosure or competitive use of AMA proprietary information that may be attributable to Aldrich. This includes monitoring industry developments, competitor programming announcements, and trade press for any indications that AMA's proprietary concepts, formats, or business information are being used without authorization. If any such disclosure or use is identified, AMA should contact counsel promptly.
C. New California Law Compliance (AB 1076 / SB 699)
We note that effective January 1, 2024, California Business and Professions Code Sections 16600.5 and 16600.7 impose additional restrictions on employers regarding non-compete agreements and impose affirmative notification obligations. Specifically, under the new law, employers are required to notify current and former employees who were employed after January 1, 2022, that any non-compete clause or provision in their employment agreement is void under California law.
The voiding of Section 9.1 (Non-Competition) in the Aldrich settlement is fully consistent with these new statutory requirements. However, AMA should ensure that it has complied with the broader notification requirement imposed by the new law with respect to all current and former employees, not just Aldrich. This notification obligation, and AMA's compliance obligations under AB 1076 and SB 699 more generally, are addressed in greater detail in a separate compliance recommendations letter that we will be sending under separate cover. We raise the issue here solely to ensure that AMA is aware of the potential overlap between the Aldrich settlement terms and the new statutory framework.
VII. E-discovery Vendor and Expert File Retention
A. Marlowe Asset Management Litigation Technology Inc.
Marlowe Asset Management Litigation Technology Inc., located at 600 Anton Boulevard, Suite 900, Costa Mesa, California 92626, served as AMA's e-discovery vendor for the duration of this engagement. Through Marlowe Asset Management's platform, AMA produced a total of 147,832 documents, comprising approximately 1.2 million pages, in connection with the Fuentes and Aldrich matters.
We recommend that AMA instruct Marlowe Asset Management to retain the hosted document database for a minimum of twelve (12) months following the engagement closing date, i.e., through at least February 15, 2025. This twelve-month retention period will ensure that the document database remains available in the event of any post-settlement inquiries, disputes, or related proceedings that may arise in the near term following the resolution of these matters.
After the expiration of the twelve-month retention period, AMA may authorize Marlowe Asset Management to decommission the hosted database. However, before decommissioning occurs, AMA should obtain and securely store a complete archive of the production set in load-file format (including all native files, images, text files, and metadata). This archive should be stored on AMA's own systems or in a secure, AMA-controlled storage environment, and should be maintained for a period consistent with the longer of the retention periods applicable to the class settlement documents (five years) or the Aldrich settlement documents (seven years).
B. Expert Reports and Work Product
The expert reports prepared in connection with the Fuentes class action, together with all underlying data analyses and work product, should be retained as part of the class settlement file and are subject to the five-year retention period described in Section II above. Specifically, the following expert materials should be retained:
• The expert report of Dr. Rajesh Makhija, Workforce Dynamics Consulting LLC, dated May 19, 2023, together with all supporting data, analyses, and work papers;
• The expert report of Dr. Catherine Lindstrom, Hargrove Analytics Inc., dated June 9, 2023, together with all supporting data, analyses, and work papers; and
• The expert report of Plaintiffs' expert, Dr. Howard Rennick, Pinnacle Economic Consulting Group LLC, dated April 28, 2023, together with any rebuttal materials prepared in response thereto.
These expert materials were integral to the damages analysis and settlement negotiations and should be preserved in the event that any post-settlement dispute requires reference to the underlying data or methodologies.
VIII. C&H File Retention
Calderwood & Harkness LLP will retain all matter files — both physical and electronic — for Matter No. 1017-00004 in accordance with the firm's standard document retention policy. Under that policy, matter files are retained for a period of seven (7) years from the date of matter closing, which in this case will result in retention through at least February 15, 2031. Certain categories of documents, including court orders, settlement agreements, and executed contracts, are retained by the firm indefinitely, regardless of the seven-year general retention period.
Key documents from this engagement have been indexed and archived in Calderwood & Harkness's document management system. AMA may request access to Calderwood & Harkness's matter files at any time during the retention period by contacting the undersigned or Renata Vasquez, Partner, at the firm's Los Angeles office.
We hope that the foregoing recommendations provide a useful framework for AMA's post-settlement document management procedures. We are available to discuss any of these recommendations in further detail at your convenience. In addition, we are prepared to assist AMA with the practical implementation of these recommendations, including drafting the litigation hold release notification, coordinating with NovaPay Solutions Inc. and Marlowe Asset Management Litigation Technology Inc. regarding their respective retention obligations, and supporting AMA's monitoring of Gavin Aldrich's compliance with the modified restrictive covenants.
Please do not hesitate to reach out with any questions or to schedule a call to discuss next steps. I can be reached directly at (213) 555-7238 or at darcher@calderwoodharkness.com.
Sincerely,
CALDERWOOD & HARKNESS LLP
By: ________
Devon Archer Senior Associate
cc: Renata Vasquez, Partner, Calderwood & Harkness LLP

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