1017-00004 · Entities. Aurelius Global Media Group · Discovery/Aldrich

ama-rfp-to-aldrich.docx DOCUMENT Finance & Banking

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SUPERIOR COURT OF THE STATE OF CALIFORNIA

COUNTY OF LOS ANGELES — CENTRAL DISTRICT

CALDERWOOD & HARKNESS LLP Renata Vasquez (SBN 224578) rvasquez@calderwoodharkness.com Devon Archer (SBN 301462) darcher@calderwoodharkness.com Nadia Petrov (SBN 318945) npetrov@calderwoodharkness.com 777 South Flower Street, Suite 4200 Los Angeles, California 90017 Telephone: (213) 555-7200 Facsimile: (213) 555-7201

Attorneys for Defendant and Cross-Complainant Aurelius Media Americas Inc.

DEFENDANT AND CROSS-COMPLAINANT AURELIUS MEDIA AMERICAS INC.'S FIRST SET OF REQUESTS FOR PRODUCTION OF DOCUMENTS TO PLAINTIFF GAVIN ALDRICH (Nos. 1–28)

PRELIMINARY STATEMENT

Pursuant to California Code of Civil Procedure sections 2031.010 through 2031.060, Defendant and Cross-Complainant Aurelius Media Americas Inc. ("AMA") hereby requests that Plaintiff Gavin Aldrich ("Aldrich" or "You") produce all documents responsive to the following Requests for Production of Documents within thirty (30) days of service of these Requests, or within such other time as the parties may agree in writing or as the Court may order.

Documents shall be produced at the offices of Calderwood & Harkness LLP, 777 South Flower Street, Suite 4200, Los Angeles, California 90017, or, at the option of the Responding Party and upon prior written agreement of the Propounding Party, in electronic format transmitted to a secure file transfer protocol site or other electronic production platform designated by counsel for AMA.

These Requests are served in connection with AMA's defense against Aldrich's Complaint for (1) Breach of Contract, (2) Wrongful Termination in Violation of Public Policy, (3) Failure to Pay Wages (Lab. Code § 201), (4) Failure to Reimburse Business Expenses (Lab. Code § 2802), and (5) Intentional Infliction of Emotional Distress, as well as AMA's Cross-Complaint for (1) Breach of the Restrictive Covenant, (2) Breach of the Duty of Loyalty, (3) Misappropriation of Trade Secrets (Cal. Civ. Code § 3426 et seq.), and (4) Conversion.

DEFINITIONS

As used in these Requests for Production of Documents, the following terms shall have the meanings set forth below. These definitions are intended to be construed broadly and in accordance with the California Code of Civil Procedure and the California Evidence Code.

1. "ALDRICH" or "YOU" or "YOUR" shall mean Gavin Aldrich, individually and in his capacity as former Senior Vice President of Original Content & Executive Producer at AMA, and any agents, representatives, attorneys, accountants, consultants, family members, employees, or any other person or entity acting on his behalf, at his direction, or under his control, whether past or present.

2. "AMA" or "THE COMPANY" shall mean Aurelius Media Americas Inc., a Delaware corporation with its principal office at 8500 Sunset Boulevard, Suite 1400, West Hollywood, California 90069, including its directors, officers, employees, agents, representatives, divisions, subsidiaries, and affiliates, and its parent entity, Aurelius Global Media Group PLC ("AGMG"), a public limited company organized under the laws of England and Wales, where the context so requires.

3. "DOCUMENT(S)" shall have the broadest meaning permitted under California Code of Civil Procedure section 2016.020 and Evidence Code section 250, and shall include, without limitation, all writings, recordings, electronically stored information ("ESI"), photographs, images, and tangible things, in any format or medium, whether printed, handwritten, typed, recorded, stored magnetically, stored electronically, or otherwise preserved. The term "Document" includes, but is not limited to, the following:

(a) emails, including headers, metadata, and all attachments;

(b) text messages (SMS and MMS), instant messages (including messages exchanged via Meridian Solutions, Northgate Data Systems, Meridian Services Inc., Harborline Technologies, Kestrel Data Systems, Westmark Software, Dunmore Software, Northpoint Services Inc. Direct, Ashford Systems Direct Messages, or any other messaging platform or application), and chat logs;

(c) letters, memoranda, notes (whether handwritten, typed, or digitally created), reports, presentations (including Northgate Services Inc., Tidewater Data Systems, Pemberton Services Inc., or similar), spreadsheets (including Excel, Stonefield Services Inc., or similar), and databases;

(d) contracts, agreements, amendments, addenda, exhibits, schedules, side letters, term sheets, letters of intent, memoranda of understanding, and all drafts thereof;

(e) invoices, receipts, purchase orders, expense reports, reimbursement records, and financial records of any kind;

(f) calendars, schedules, appointment books, day planners, and diary entries, whether in physical or electronic form;

(g) social media posts, stories, comments, reactions, or direct messages on any platform, including but not limited to Kestrel Services Inc., Northpoint Services Inc., Ashford Systems, Westmark Health IT, Dunmore & Co., Crowne Albany Partners LLC, Reddit, or any successor platform;

(h) voicemails, audio recordings, video recordings, and transcripts thereof;

(i) drafts, revisions, redlines, markups, and track-changes versions of any document;

(j) metadata, including file creation dates, modification dates, access dates, author information, and revision history; and

(k) any other tangible thing from which information can be obtained, either directly or by translation into a reasonably usable form.

4. "COMMUNICATION(S)" shall mean any oral, written, or electronic exchange of information, ideas, or opinions between two or more persons, including but not limited to conversations, meetings, telephone calls, voicemails, emails, text messages, instant messages, letters, facsimiles, social media messages, video conferences, and any other form of interaction by which information is transmitted or exchanged, regardless of the medium or platform used.

5. "EMPLOYMENT AGREEMENT" shall mean the Employment Agreement between AMA and Gavin Aldrich dated September 5, 2017, as amended by the First Amendment to Employment Agreement dated August 1, 2020, including all exhibits, schedules, attachments, addenda, side letters, and any other documents incorporated by reference therein or executed in connection therewith.

6. "HALCYON CREEK" shall mean Halcyon Creek Productions LLC, a California limited liability company, and any of its principals, officers, members, managers, agents, representatives, employees, consultants, or affiliates, including but not limited to Nina Castellanos, individually and in her capacity as a principal of Halcyon Creek.

7. "CONFIDENTIAL INFORMATION" shall have the meaning ascribed to it in Section 9.4 of the Employment Agreement, and shall include, without limitation, proprietary content, show formats, show format bibles, pilot concepts, pilot sizzle reels, audience data, audience analytics, revenue projections, revenue models, talent agreements, talent deal terms, production schedules, production budgets, distribution agreements, licensing agreements, marketing strategies, competitive analyses, financial statements, and all other information designated as confidential by AMA or that would reasonably be understood to be confidential and proprietary to AMA.

8. "COMPETING ENTERPRISE" shall have the meaning ascribed to it in Section 9.1 of the Employment Agreement, and shall mean any entity, whether a corporation, partnership, limited liability company, sole proprietorship, joint venture, or other business organization, deriving twenty-five percent (25%) or more of its revenue from the production, licensing, distribution, or exploitation of unscripted and/or reality television content in North America.

9. "RESTRICTIVE COVENANT" shall mean the restrictive covenant provisions set forth in Section 9 of the Employment Agreement, including: Section 9.1 (Non-Competition); Section 9.2 (Non-Solicitation of Employees); Section 9.3 (Non-Solicitation of Business Relationships); and Section 9.4 (Confidentiality and Non-Disclosure).

10. "RELEVANT PERIOD" shall mean the period from September 5, 2017 (the date of execution of the Employment Agreement) through the date of Your response to these Requests for Production of Documents, unless a specific Request indicates a different time period.

11. "PERSON" shall mean any natural person, corporation, partnership, limited liability company, limited partnership, association, joint venture, trust, estate, unincorporated organization, governmental entity (whether federal, state, local, or foreign), or any other legal entity or form of business or organizational association.

12. "RELATING TO" or "CONCERNING" shall mean referring to, regarding, describing, evidencing, constituting, mentioning, reflecting, pertaining to, connected with, commenting on, discussing, analyzing, summarizing, embodying, identifying, setting forth, addressing, supporting, contradicting, or in any way involving or bearing upon the subject matter referenced, directly or indirectly.

INSTRUCTIONS

INSTRUCTION NO. 1: Each Request calls for production of all responsive Documents within Your possession, custody, or control, including but not limited to Documents held by Your attorneys, agents, accountants, financial advisors, tax preparers, consultants, family members, business partners, or any other person or entity acting on Your behalf or at Your direction. A Document is deemed to be within Your "possession, custody, or control" if You have the right to obtain the Document or a copy thereof upon demand, or if You have the practical ability to obtain the Document from a third party, regardless of the location of the Document.

INSTRUCTION NO. 2: If any Document responsive to any Request is withheld, in whole or in part, on the basis of any privilege or protection, including but not limited to attorney-client privilege, the work product doctrine, the common interest privilege, the right to privacy, or any other applicable privilege or protection, You must provide a privilege log in compliance with California Code of Civil Procedure section 2031.240(b). The privilege log shall identify each withheld Document with sufficient particularity to enable AMA and, if necessary, the Court to assess the validity of the claimed privilege or protection. For each withheld Document, the privilege log shall include:

(a) the date of the Document;

(b) the author(s) or sender(s) of the Document;

(d) the type of Document (e.g., email, letter, memorandum, text message);

(e) a general description of the subject matter of the Document sufficient to evaluate the claim of privilege, without revealing privileged information; and

(f) the specific privilege or protection claimed and the factual basis for the claim.

INSTRUCTION NO. 3: If any Document responsive to any Request was formerly in Your possession, custody, or control but is no longer available, You shall identify the Document with reasonable particularity and state:

(a) the date on which the Document left Your possession, custody, or control;

(b) the reason or circumstances under which the Document ceased to be in Your possession, custody, or control (including but not limited to loss, destruction, transfer, or deletion);

(d) whether a copy of the Document exists and, if so, its location.

INSTRUCTION NO. 4: Documents shall be produced as they are kept in the usual course of business, or shall be organized and labeled to correspond with the categories in these Requests. Electronically stored information shall be produced in native format (including all associated metadata) or in a reasonably usable format, consistent with the ESI Protocol Stipulation and Order entered in the related matter of Fuentes v. Aurelius Media Americas Inc., Case No. 22STCV38214, on January 13, 2023, to the extent applicable. If Documents are produced in image format (e.g., TIFF or PDF), they shall be accompanied by load files containing all extracted text and metadata fields. Email productions shall include all header information, including To, From, CC, BCC, Date, Subject, and attachment identifiers.

INSTRUCTION NO. 5: If any Request is objected to as overbroad, ambiguous, unduly burdensome, or otherwise improper, You shall respond to the Request to the fullest extent possible without waiving the objection. The objection shall identify with particularity the specific ground or grounds upon which it is based and shall describe the nature and extent of the responsive Documents that are being withheld on the basis of the objection, if any. A general or boilerplate objection, without more, shall not be deemed sufficient.

INSTRUCTION NO. 6: These Requests are continuing in nature pursuant to California Code of Civil Procedure section 2031.050. If, after Your initial response, You discover, obtain, or become aware of additional Documents responsive to any Request, You are obligated to produce them promptly in a supplemental response, and to serve a supplemental response identifying such additional Documents.

INSTRUCTION NO. 7: The use of the singular form of any word includes the plural and vice versa. The use of any gender includes all genders. The use of the connective "and" includes "or," and the use of the connective "or" includes "and," unless the context clearly requires otherwise. The term "including" means "including but not limited to."

INSTRUCTION NO. 8: No Request shall be construed as calling for Documents protected by the attorney-client privilege relating to communications between You and Your counsel of record in this action, Whitfield & Associates, concerning this litigation, unless a specific Request expressly states otherwise and provides a basis for overcoming the privilege.

REQUESTS FOR PRODUCTION OF DOCUMENTS

Category A: Employment Agreement and Restrictive Covenant

REQUEST FOR PRODUCTION NO. 1:

All Documents constituting or relating to the Employment Agreement between You and AMA dated September 5, 2017, including the First Amendment to Employment Agreement dated August 1, 2020, and all drafts, redlines, markups, tracked-changes versions, and Communications exchanged during the negotiation of the Employment Agreement and the First Amendment. This Request includes, but is not limited to, all side letters, term sheets, equity award agreements, restricted stock unit ("RSU") grant notices, stock option agreements, and any other agreements executed in connection with or contemporaneously with the Employment Agreement. This Request further includes any summary, outline, or memorandum prepared by You or at Your direction summarizing or analyzing the terms of the Employment Agreement.

REQUEST FOR PRODUCTION NO. 2:

All Documents relating to Your understanding of the restrictive covenant provisions set forth in Section 9 of the Employment Agreement, including Section 9.1 (Non-Competition), Section 9.2 (Non-Solicitation of Employees), Section 9.3 (Non-Solicitation of Business Relationships), and Section 9.4 (Confidentiality and Non-Disclosure), including but not limited to any Communications between You and Your attorneys, advisors, accountants, business associates, family members, or any other Person regarding the scope, meaning, enforceability, or applicability of such provisions. This Request encompasses any notes, memoranda, or analyses prepared by You or at Your direction concerning the restrictive covenant provisions, as well as any Communications in which You expressed opinions, concerns, or questions about the enforceability or interpretation of the restrictive covenant provisions at any time during the Relevant Period.

Note: AMA does not seek, by this Request, to compel production of Documents protected by the attorney-client privilege relating to Communications between You and Your counsel of record in this litigation regarding the prosecution or defense of the claims at issue. This Request targets pre-litigation Communications regarding Your understanding of the restrictive covenant at the time of execution of the Employment Agreement, during the course of Your employment at AMA, and during the period between Your termination and the filing of this action.

REQUEST FOR PRODUCTION NO. 3:

All Documents constituting or relating to AMA's Acceptable Use and Confidentiality Policy (the "Policy"), including any and all versions of the Policy that You received during Your employment with AMA, any acknowledgment or certification forms that You signed in connection with the Policy (including but not limited to the acknowledgment form signed by You on or about April 12, 2021), and any Communications between You and any AMA employee, manager, supervisor, officer, or representative regarding the Policy, its terms, its requirements, or its application to Your conduct. This Request further includes any training materials, slide decks, or instructional documents relating to the Policy that were provided to You or that You attended or reviewed.

REQUEST FOR PRODUCTION NO. 4:

All Documents relating to any equity compensation You received from AMA or Aurelius Global Media Group PLC during Your employment, including but not limited to: RSU grant agreements; RSU grant notices; stock option agreements; vesting schedules; vesting statements; equity plan summaries; forfeiture notices or forfeiture determinations; any Communications between You and AMA, AGMG, or any equity plan administrator (including any third-party plan administrator such as a brokerage or trust company) regarding the status, vesting, forfeiture, or value of Your 42,500 AGMG restricted stock units; any Documents reflecting the 15,300 RSUs that remained unvested at the time of Your termination on October 14, 2022; and any Documents reflecting the fair market value or estimated value of such RSUs at any time during the Relevant Period.

Category B: Termination and "For Cause" Determination

REQUEST FOR PRODUCTION NO. 5:

All Documents relating to Your termination from AMA on October 14, 2022, including but not limited to:

(a) any termination letter, separation notice, termination memorandum, or other written Communication from AMA informing You of Your termination, whether delivered in person, by mail, by email, or by any other means;

(b) any written notice, formal warning, performance improvement plan, corrective action notice, or other disciplinary document You received from AMA at any time prior to Your termination, including but not limited to the written warning issued by Jonathan Mercer, Chief Content Officer of AMA, on or about October 11, 2022;

(c) any Communications between You and Jonathan Mercer, Dwayne Prescott (President, AMA), Lorraine Okafor (Senior Vice President, Human Resources, AMA), Gregory Tanaka (General Counsel, AMA), or any other AMA employee, officer, director, or representative, regarding the circumstances, reasons, or basis for Your termination;

(d) any exit interview notes, questionnaires, or documents prepared or completed in connection with Your departure from AMA; and

(e) any notes, memoranda, or journal entries prepared by You contemporaneously with or subsequent to Your termination reflecting Your recollection or understanding of the events surrounding Your termination.

REQUEST FOR PRODUCTION NO. 6:

All Documents relating to the restructuring of AMA's Unscripted Programming Division directed by Jonathan Mercer in October 2022 (the "Restructuring Directive"), including but not limited to:

(a) any Communications between You and Jonathan Mercer regarding the Restructuring Directive, including any memoranda, emails, text messages, or meeting notes in which the Restructuring Directive was discussed, proposed, or communicated to You;

(b) Your email to Jonathan Mercer dated on or about October 10, 2022, in which You characterized the Restructuring Directive as "creatively bankrupt and commercially idiotic," including any prior drafts of such email and any attachments thereto;

(c) Jonathan Mercer's formal written warning to You dated on or about October 11, 2022, including any attachments, enclosures, or supporting documents referenced therein;

(d) Your email to subordinates dated on or about October 11, 2022, in which You forwarded the email chain referenced in subparts (b) and (c) above with the comment "For your awareness — the London suits are gutting our operation," including the complete email chain as forwarded, any attachments thereto, and a list of all recipients;

(e) any responses, replies, or follow-up Communications from subordinates, colleagues, or other AMA employees to the Communications identified in subparts (a) through (d) above; and

(f) any other Documents reflecting Your views, opinions, or reactions to the Restructuring Directive.

REQUEST FOR PRODUCTION NO. 7:

All Documents relating to any data loss prevention ("DLP") audit, information technology ("IT") security investigation, forensic review, or other examination of Your email account(s), AMA-issued devices (including laptops, desktop computers, mobile phones, tablets, and any other electronic devices), network access logs, or file transfer activity, including but not limited to:

(a) any Communications from AMA, AMA's IT department, or any third-party forensic vendor informing You of such audit, investigation, or review;

(b) any reports, summaries, or findings provided to You or shared with You in connection with such audit, investigation, or review;

(c) any Documents provided to You by AMA in connection with the termination meeting on October 14, 2022, including any DLP audit report or summary of findings; and

(d) any Communications between You and any Person regarding such audit, investigation, or review.

Category C: Communications with Halcyon Creek Productions LLC / Nina Castellanos

REQUEST FOR PRODUCTION NO. 8:

All Communications between You and Halcyon Creek Productions LLC, any officer, member, manager, agent, representative, or employee of Halcyon Creek, and/or Nina Castellanos, at any time during the Relevant Period, regardless of the medium, platform, or device used to transmit such Communications, including but not limited to:

(a) emails sent or received via any email account, including but not limited to Your AMA email account (galdrich@aureliusmedia.com), Your personal email account (galdrich.private@Northgate Software.com), and any other email account maintained by You;

(b) text messages (SMS and MMS) sent or received on any device, including AMA-issued devices and personal devices;

(c) instant messages sent or received via any messaging platform, including but not limited to Meridian Solutions, Northgate Data Systems, Meridian Services Inc., Harborline Technologies, Kestrel Data Systems, Westmark Software, Dunmore Software, and Northpoint Services Inc. Direct;

(d) telephone logs, call records, and voicemail records reflecting calls between You and Halcyon Creek or Nina Castellanos;

(e) video call records, including Calderon Software, FaceTime, Severin Industries Meet, Northgate Data Systems, or any other video conferencing platform; and

(f) notes, memoranda, agendas, or summaries of any in-person meetings between You and Halcyon Creek or Nina Castellanos.

REQUEST FOR PRODUCTION NO. 9:

All Documents transmitted by You from any AMA email account, AMA system (including any AMA server, network, intranet, shared drive, or cloud-based platform), or AMA-issued device to Halcyon Creek Productions LLC, Nina Castellanos, or any email address associated with Halcyon Creek (including but not limited to info@halcyoncreekprod.com, nina@halcyoncreekprod.com, and any other email addresses used by Halcyon Creek or its personnel), at any time during the Relevant Period. This Request includes, but is not limited to, any show format bibles, pilot sizzle reels, pilot scripts, pilot treatments, revenue models, audience analytics reports, audience demographic data, talent deal terms, talent agreement summaries, production schedules, production budgets, distribution deal memoranda, or other proprietary AMA content.

REQUEST FOR PRODUCTION NO. 10:

All Documents transmitted by You from any AMA email account, AMA system, or AMA-issued device to any personal email account (including but not limited to galdrich.private@Northgate Software.com and any other personal email account maintained by You), personal cloud storage service (including but not limited to Larkspur Technologies, Hollowell Health IT, Meridian Systems, Cobalt Ridge Systems, box, Amazon Cloud Drive, or any other cloud-based storage or file-sharing service), personal device (including personal laptops, desktop computers, tablets, mobile phones, external hard drives, and USB storage devices), or any other location outside AMA's systems, at any time during the Relevant Period.

REQUEST FOR PRODUCTION NO. 11:

All Documents in Your possession, custody, or control that constitute or relate to AMA proprietary content, show format bibles, pilot sizzle reels, pilot scripts, pilot treatments, revenue models, audience analytics, talent agreements, talent deal terms, production schedules, production budgets, or Confidential Information that You transmitted to Your personal email account(s), personal cloud storage, personal devices, or to any third party outside AMA, at any time during the Relevant Period. This Request includes, but is not limited to:

(a) the show format bible for "Apex Endurance";

(b) the show format bible for "The Remix";

(d) the pilot sizzle reel for "Apex Endurance";

(e) the pilot sizzle reel for "The Remix";

(f) the revenue model for the "Summit Challenge" franchise; and

(g) any modified, adapted, or derivative versions of any of the foregoing Documents.

REQUEST FOR PRODUCTION NO. 12:

All Documents relating to any co-production, joint venture, partnership, consulting, employment, advisory, or other business arrangement or proposed arrangement between You and Halcyon Creek Productions LLC or Nina Castellanos, whether or not such arrangement was formalized or consummated, including but not limited to:

(a) proposals, term sheets, memoranda of understanding, letters of intent, heads of terms, or definitive agreements of any kind;

(b) business plans, financial projections, pro formas, budgets, or market analyses prepared in connection with any such arrangement;

(c) pitch materials, presentation decks, sizzle reels, one-sheets, or other creative materials prepared in connection with any such arrangement; and

(d) Communications discussing, proposing, negotiating, or otherwise relating to any such arrangement, including Communications with any third party regarding such arrangement.

REQUEST FOR PRODUCTION NO. 13:

All Documents relating to the formation, ownership, capitalization, governance, or management of Halcyon Creek Productions LLC, including but not limited to:

(a) articles of organization, certificates of formation, operating agreements (including all amendments thereto), membership agreements, and any other organizational documents;

(b) subscription agreements, capital contribution agreements, promissory notes, or any other documents evidencing the investment of capital in Halcyon Creek;

(c) equity ownership records, membership interest ledgers, cap tables, or any other documents reflecting the ownership interests in Halcyon Creek;

(d) profit-sharing arrangements, distribution agreements, or compensation arrangements with members, managers, or other personnel;

(e) minutes of meetings, resolutions, or written consents of members or managers; and

(f) any Documents reflecting Your financial, equity, membership, or other ownership interest in Halcyon Creek, directly or indirectly, whether through a trust, holding entity, family member, nominee, or otherwise.

REQUEST FOR PRODUCTION NO. 14:

All Documents reflecting Your financial interest, if any, in Halcyon Creek Productions LLC, including but not limited to any investment agreements, promissory notes, loan agreements, capital account statements, K-1 tax forms, distribution records, profit allocation statements, bank statements reflecting transfers to or from Halcyon Creek, or other financial records evidencing any monetary, equity, membership, or other economic interest in Halcyon Creek, directly or indirectly. This Request also includes any Documents reflecting any promise, commitment, or understanding that You would receive a financial or equity interest in Halcyon Creek in the future.

Category D: Documents Transmitted to Personal Accounts and Third Parties

REQUEST FOR PRODUCTION NO. 15:

All Documents constituting or reflecting the approximately three hundred forty (340) emails that You forwarded from Your AMA email account (galdrich@aureliusmedia.com) to Your personal email account (galdrich.private@Northgate Software.com) between approximately July 12, 2021 and September 29, 2022, including all attachments to such emails. This Request calls for production of the emails as they were received in Your personal email account, including all original headers, metadata, forwarding notations, and attachments.

REQUEST FOR PRODUCTION NO. 16:

All Documents stored in Your personal email account(s), personal cloud storage services (including but not limited to Larkspur Technologies, Hollowell Health IT, Meridian Systems, Cobalt Ridge Systems, and box), or personal devices (including personal laptops, desktop computers, tablets, mobile phones, external hard drives, and USB storage devices) that originated from AMA systems, were created using AMA resources or AMA software, or contain AMA Confidential Information as defined in Section 9.4 of the Employment Agreement. This Request includes any copies, excerpts, summaries, or derivative works based upon AMA Documents or Confidential Information.

REQUEST FOR PRODUCTION NO. 17:

All Documents relating to any Larkspur Technologies links, Hollowell Health IT links, WeTransfer links, or other file-sharing links or mechanisms created by You for the purpose of transmitting AMA content, AMA Documents, or Confidential Information to any Person or entity outside AMA, including but not limited to Halcyon Creek Productions LLC, Nina Castellanos, or any other third party. This Request includes any Documents reflecting the creation of such links, the identity of recipients who accessed such links, and any Communications in which such links were shared.

Category E: Post-Termination Employment, Consulting, and Business Activities

REQUEST FOR PRODUCTION NO. 18:

All employment agreements, consulting agreements, engagement letters, offer letters, independent contractor agreements, or other agreements for the provision of services entered into by You with any Person or entity since October 14, 2022 (the date of Your termination from AMA), including agreements with any Competing Enterprise as defined in Section 9.1 of the Employment Agreement. For each such agreement, produce the complete executed agreement, including all exhibits, schedules, attachments, and amendments thereto.

REQUEST FOR PRODUCTION NO. 19:

All Documents relating to any employment, consulting, freelance, advisory, or other compensated engagement or business activity You have undertaken or participated in with any Person or entity since October 14, 2022, including but not limited to:

(a) the identity of each employer, client, or business partner;

(b) the nature of Your role, title, responsibilities, or scope of services;

(c) the terms of compensation, including base compensation, bonuses, equity grants, profit participation, and any other form of remuneration;

(d) any agreements regarding confidentiality, intellectual property assignment, non-competition, non-solicitation, or other restrictive covenants entered into in connection with such engagement; and

(e) any Communications relating to the commencement, scope, or terms of such engagement.

REQUEST FOR PRODUCTION NO. 20:

All Documents relating to any solicitation by You of any AMA employee with whom You worked, reported to, supervised, or had a reporting relationship within the twelve (12) months preceding Your termination, at any time since October 14, 2022, including but not limited to Communications inviting, encouraging, inducing, recruiting, or otherwise soliciting any such employee to leave AMA's employment, to join You in any business venture, or to accept employment or a consulting engagement with any other Person or entity. This Request includes solicitations made directly by You as well as solicitations made indirectly through any third party at Your direction or on Your behalf.

REQUEST FOR PRODUCTION NO. 21:

All Documents relating to any solicitation by You of any network, platform, studio, distributor, advertiser, sponsor, talent agency, production company, or other business relationship of AMA with whom You had material contact during the twenty-four (24) months preceding Your termination, at any time since October 14, 2022, including but not limited to Communications soliciting business from, proposing projects to, pitching content to, or otherwise seeking to transact business with any such entity. This Request includes solicitations made directly by You as well as solicitations made indirectly through any third party at Your direction or on Your behalf.

Category F: Damages and Financial Records

REQUEST FOR PRODUCTION NO. 22:

All Documents supporting or relating to Your claim for severance in the amount of Nine Hundred Seventy Thousand Dollars ($970,000), including but not limited to: any calculation, analysis, worksheet, or memorandum reflecting the basis for the claimed amount; any correspondence between You and AMA (or between Your counsel and AMA's counsel) regarding severance; any Documents reflecting Your contention that Your termination was not "for cause" within the meaning of Section 7.2 of the Employment Agreement; and any Documents reflecting Your contention that You are entitled to twenty-four (24) months of base salary at Four Hundred Eighty-Five Thousand Dollars ($485,000) per year pursuant to Section 7.3(a) of the Employment Agreement.

REQUEST FOR PRODUCTION NO. 23:

All Documents supporting or relating to Your claim for a pro-rata bonus for fiscal year 2022 in the amount of One Hundred Sixty-Eight Thousand Seven Hundred Fifty Dollars ($168,750), including but not limited to: any calculation, analysis, or worksheet reflecting the basis for the claimed pro-rata amount; any AMA Documents reflecting Your bonus eligibility, bonus targets, bonus metrics, or bonus determinations for fiscal year 2022 or any prior fiscal year; any Communications between You and any AMA employee regarding Your bonus for fiscal year 2022; and any Documents reflecting the methodology You contend should be applied to calculate the pro-rata bonus.

REQUEST FOR PRODUCTION NO. 24:

All Documents supporting or relating to Your claim for accelerated vesting of fifteen thousand three hundred (15,300) AGMG restricted stock units, including but not limited to: any Communications with AGMG, AMA, any equity plan administrator, any brokerage, or any other Person regarding the status, vesting schedule, forfeiture, or value of such RSUs; any Documents reflecting the estimated or actual value of the RSUs as of Your termination date of October 14, 2022 (which AMA understands You have estimated at approximately Three Hundred Thirty-Two Thousand Two Hundred Dollars ($332,200) based on a share price of approximately £18.79 per share at the then-applicable exchange rate); any equity plan documents, grant agreements, or vesting schedules relating to the RSUs; and any Documents reflecting the provisions of the AGMG equity incentive plan governing the treatment of unvested RSUs upon termination of employment.

REQUEST FOR PRODUCTION NO. 25:

All Documents supporting or relating to Your claim for emotional distress damages in the amount of Five Hundred Thousand Dollars ($500,000), including but not limited to:

(a) records of any medical treatment, psychological treatment, psychiatric treatment, counseling, or therapy You have received at any time since October 14, 2022, including records from physicians, psychologists, psychiatrists, licensed clinical social workers, marriage and family therapists, or any other healthcare provider;

(b) any prescriptions for medication related to emotional distress, anxiety, depression, insomnia, or other mental health conditions, issued at any time since October 14, 2022;

(c) any correspondence, journal entries, diary entries, or other Communications in which You describe the emotional, psychological, or physical impact of Your termination from AMA;

(d) any records from any healthcare provider that You have authorized to be disclosed in connection with this litigation; and

(e) any records reflecting time missed from work, social activities, or daily activities as a result of the claimed emotional distress.

REQUEST FOR PRODUCTION NO. 26:

All Documents supporting or relating to Your claim for lost future compensation in the amount of One Million Two Hundred Thousand Dollars ($1,200,000), including but not limited to:

(a) Documents reflecting Your current compensation and benefits from any employer, client, or business engagement since October 14, 2022;

(b) any offers of employment or consulting work You have received since October 14, 2022, whether accepted or declined, including the terms and compensation offered;

(d) any Communications from or with headhunters, recruiters, talent representatives, or potential employers regarding employment or consulting opportunities;

(e) any analysis, calculation, expert report, or financial projection reflecting the alleged One Million Two Hundred Thousand Dollars ($1,200,000) in lost future compensation over a two-year horizon, including the methodology and assumptions used to derive such figure; and

(f) any Documents reflecting the compensation and benefits You received from AMA in Your final year of employment, to the extent not already produced in response to other Requests.

Category G: Expense Reimbursement and Miscellaneous

REQUEST FOR PRODUCTION NO. 27:

All Documents supporting or relating to Your claim for unreimbursed business expenses in the amount of Twenty-Eight Thousand Four Hundred Dollars ($28,400), including but not limited to:

(a) receipts, invoices, credit card statements, bank statements, or other financial records reflecting each claimed expense;

(b) expense reports submitted by You to AMA during fiscal year 2022, including any expense reports that were rejected, returned, or pending at the time of Your termination;

(c) any Communications between You and AMA's finance department, accounts payable department, Your supervisor, or any other AMA employee regarding reimbursement of business expenses;

(d) a detailed itemization of each claimed expense, including the date of the expense, the vendor or payee, a description of the expense, the amount, the business purpose, and the specific project or AMA activity to which the expense relates; and

(e) any AMA expense reimbursement policies or guidelines that were in effect during fiscal year 2022.

REQUEST FOR PRODUCTION NO. 28:

All Documents relating to any demand, settlement communication, or pre-litigation correspondence between You (or Your counsel, Whitfield & Associates) and AMA (or AMA's counsel, Calderwood & Harkness LLP) prior to the filing of this action on December 9, 2022, including but not limited to:

(a) the demand letter dated October 28, 2022, from Cameron Whitfield, Esq. of Whitfield & Associates, addressed to AMA;

(b) any response from AMA or AMA's counsel to the demand letter referenced in subpart (a);

(d) any other pre-litigation correspondence between the parties or their counsel regarding Your termination, severance entitlements, restrictive covenant obligations, return of AMA property, or any claims or potential claims arising from Your employment or termination; and

(e) any internal Communications between You and Your counsel regarding the demand referenced in subpart (a), to the extent You do not assert attorney-client privilege over such Communications.

Note: By this Request, AMA does not seek Communications protected by mediation privilege or any court-ordered confidentiality provision. This Request targets pre-suit demand correspondence and related pre-litigation communications between the parties and their respective counsel.

Dated: February 20, 2023

CALDERWOOD & HARKNESS LLP

By: /s/ Devon Archer

Devon Archer (SBN 301462) Nadia Petrov (SBN 318945) CALDERWOOD & HARKNESS LLP 777 South Flower Street, Suite 4200 Los Angeles, California 90017 Telephone: (213) 555-7200 Facsimile: (213) 555-7201

Email: darcher@calderwoodharkness.com

Attorneys for Defendant and Cross-Complainant Aurelius Media Americas Inc.

PROOF OF SERVICE

STATE OF CALIFORNIA, COUNTY OF LOS ANGELES

I, Sophia Meng, declare as follows:

I am employed in the County of Los Angeles, State of California. I am over the age of eighteen (18) years and am not a party to the within action. My business address is Calderwood & Harkness LLP, 777 South Flower Street, Suite 4200, Los Angeles, California 90017.

On February 20, 2023, I served the foregoing document described as:

DEFENDANT AND CROSS-COMPLAINANT AURELIUS MEDIA AMERICAS INC.'S FIRST SET OF REQUESTS FOR PRODUCTION OF DOCUMENTS TO PLAINTIFF GAVIN ALDRICH (Nos. 1–28)

on the interested parties in this action by the following means:

BY ELECTRONIC SERVICE: I caused a true and correct copy of the above-referenced document to be transmitted electronically via email to each of the persons listed below at their respective email addresses, pursuant to California Code of Civil Procedure section 1010.6 and the parties' agreement to accept electronic service.

BY FIRST-CLASS MAIL: I caused a true and correct copy of the above-referenced document to be placed in a sealed envelope, with postage thereon fully prepaid, for collection and mailing at Los Angeles, California, following ordinary business practices for collection and processing of correspondence for mailing. Correspondence so deposited is deposited with the United States Postal Service on the same day in the ordinary course of business. The envelope was addressed and mailed to each of the persons listed below at their respective addresses.

Attorneys for Plaintiff Gavin Aldrich

I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct.

SUPERIOR COURT OF THE STATE OF CALIFORNIA
COUNTY OF LOS ANGELES — CENTRAL DISTRICT
CALDERWOOD & HARKNESS LLP Renata Vasquez (SBN 224578) rvasquez@calderwoodharkness.com Devon Archer (SBN 301462) darcher@calderwoodharkness.com Nadia Petrov (SBN 318945) npetrov@calderwoodharkness.com 777 South Flower Street, Suite 4200 Los Angeles, California 90017 Telephone: (213) 555-7200 Facsimile: (213) 555-7201
Attorneys for Defendant and Cross-Complainant Aurelius Media Americas Inc.
DEFENDANT AND CROSS-COMPLAINANT AURELIUS MEDIA AMERICAS INC.'S FIRST SET OF REQUESTS FOR PRODUCTION OF DOCUMENTS TO PLAINTIFF GAVIN ALDRICH (Nos. 1–28)
PRELIMINARY STATEMENT
Pursuant to California Code of Civil Procedure sections 2031.010 through 2031.060, Defendant and Cross-Complainant Aurelius Media Americas Inc. ("AMA") hereby requests that Plaintiff Gavin Aldrich ("Aldrich" or "You") produce all documents responsive to the following Requests for Production of Documents within thirty (30) days of service of these Requests, or within such other time as the parties may agree in writing or as the Court may order.
Documents shall be produced at the offices of Calderwood & Harkness LLP, 777 South Flower Street, Suite 4200, Los Angeles, California 90017, or, at the option of the Responding Party and upon prior written agreement of the Propounding Party, in electronic format transmitted to a secure file transfer protocol site or other electronic production platform designated by counsel for AMA.
These Requests are served in connection with AMA's defense against Aldrich's Complaint for (1) Breach of Contract, (2) Wrongful Termination in Violation of Public Policy, (3) Failure to Pay Wages (Lab. Code § 201), (4) Failure to Reimburse Business Expenses (Lab. Code § 2802), and (5) Intentional Infliction of Emotional Distress, as well as AMA's Cross-Complaint for (1) Breach of the Restrictive Covenant, (2) Breach of the Duty of Loyalty, (3) Misappropriation of Trade Secrets (Cal. Civ. Code § 3426 et seq.), and (4) Conversion.
DEFINITIONS
As used in these Requests for Production of Documents, the following terms shall have the meanings set forth below. These definitions are intended to be construed broadly and in accordance with the California Code of Civil Procedure and the California Evidence Code.
1. "ALDRICH" or "YOU" or "YOUR" shall mean Gavin Aldrich, individually and in his capacity as former Senior Vice President of Original Content & Executive Producer at AMA, and any agents, representatives, attorneys, accountants, consultants, family members, employees, or any other person or entity acting on his behalf, at his direction, or under his control, whether past or present.
2. "AMA" or "THE COMPANY" shall mean Aurelius Media Americas Inc., a Delaware corporation with its principal office at 8500 Sunset Boulevard, Suite 1400, West Hollywood, California 90069, including its directors, officers, employees, agents, representatives, divisions, subsidiaries, and affiliates, and its parent entity, Aurelius Global Media Group PLC ("AGMG"), a public limited company organized under the laws of England and Wales, where the context so requires.
3. "DOCUMENT(S)" shall have the broadest meaning permitted under California Code of Civil Procedure section 2016.020 and Evidence Code section 250, and shall include, without limitation, all writings, recordings, electronically stored information ("ESI"), photographs, images, and tangible things, in any format or medium, whether printed, handwritten, typed, recorded, stored magnetically, stored electronically, or otherwise preserved. The term "Document" includes, but is not limited to, the following:
(a) emails, including headers, metadata, and all attachments;
(b) text messages (SMS and MMS), instant messages (including messages exchanged via Meridian Solutions, Northgate Data Systems, Meridian Services Inc., Harborline Technologies, Kestrel Data Systems, Westmark Software, Dunmore Software, Northpoint Services Inc. Direct, Ashford Systems Direct Messages, or any other messaging platform or application), and chat logs;
(c) letters, memoranda, notes (whether handwritten, typed, or digitally created), reports, presentations (including Northgate Services Inc., Tidewater Data Systems, Pemberton Services Inc., or similar), spreadsheets (including Excel, Stonefield Services Inc., or similar), and databases;
(d) contracts, agreements, amendments, addenda, exhibits, schedules, side letters, term sheets, letters of intent, memoranda of understanding, and all drafts thereof;
(e) invoices, receipts, purchase orders, expense reports, reimbursement records, and financial records of any kind;
(f) calendars, schedules, appointment books, day planners, and diary entries, whether in physical or electronic form;
(g) social media posts, stories, comments, reactions, or direct messages on any platform, including but not limited to Kestrel Services Inc., Northpoint Services Inc., Ashford Systems, Westmark Health IT, Dunmore & Co., Crowne Albany Partners LLC, Reddit, or any successor platform;
(h) voicemails, audio recordings, video recordings, and transcripts thereof;
(i) drafts, revisions, redlines, markups, and track-changes versions of any document;
(j) metadata, including file creation dates, modification dates, access dates, author information, and revision history; and
(k) any other tangible thing from which information can be obtained, either directly or by translation into a reasonably usable form.
4. "COMMUNICATION(S)" shall mean any oral, written, or electronic exchange of information, ideas, or opinions between two or more persons, including but not limited to conversations, meetings, telephone calls, voicemails, emails, text messages, instant messages, letters, facsimiles, social media messages, video conferences, and any other form of interaction by which information is transmitted or exchanged, regardless of the medium or platform used.
5. "EMPLOYMENT AGREEMENT" shall mean the Employment Agreement between AMA and Gavin Aldrich dated September 5, 2017, as amended by the First Amendment to Employment Agreement dated August 1, 2020, including all exhibits, schedules, attachments, addenda, side letters, and any other documents incorporated by reference therein or executed in connection therewith.
6. "HALCYON CREEK" shall mean Halcyon Creek Productions LLC, a California limited liability company, and any of its principals, officers, members, managers, agents, representatives, employees, consultants, or affiliates, including but not limited to Nina Castellanos, individually and in her capacity as a principal of Halcyon Creek.
7. "CONFIDENTIAL INFORMATION" shall have the meaning ascribed to it in Section 9.4 of the Employment Agreement, and shall include, without limitation, proprietary content, show formats, show format bibles, pilot concepts, pilot sizzle reels, audience data, audience analytics, revenue projections, revenue models, talent agreements, talent deal terms, production schedules, production budgets, distribution agreements, licensing agreements, marketing strategies, competitive analyses, financial statements, and all other information designated as confidential by AMA or that would reasonably be understood to be confidential and proprietary to AMA.
8. "COMPETING ENTERPRISE" shall have the meaning ascribed to it in Section 9.1 of the Employment Agreement, and shall mean any entity, whether a corporation, partnership, limited liability company, sole proprietorship, joint venture, or other business organization, deriving twenty-five percent (25%) or more of its revenue from the production, licensing, distribution, or exploitation of unscripted and/or reality television content in North America.
9. "RESTRICTIVE COVENANT" shall mean the restrictive covenant provisions set forth in Section 9 of the Employment Agreement, including: Section 9.1 (Non-Competition); Section 9.2 (Non-Solicitation of Employees); Section 9.3 (Non-Solicitation of Business Relationships); and Section 9.4 (Confidentiality and Non-Disclosure).
10. "RELEVANT PERIOD" shall mean the period from September 5, 2017 (the date of execution of the Employment Agreement) through the date of Your response to these Requests for Production of Documents, unless a specific Request indicates a different time period.
11. "PERSON" shall mean any natural person, corporation, partnership, limited liability company, limited partnership, association, joint venture, trust, estate, unincorporated organization, governmental entity (whether federal, state, local, or foreign), or any other legal entity or form of business or organizational association.
12. "RELATING TO" or "CONCERNING" shall mean referring to, regarding, describing, evidencing, constituting, mentioning, reflecting, pertaining to, connected with, commenting on, discussing, analyzing, summarizing, embodying, identifying, setting forth, addressing, supporting, contradicting, or in any way involving or bearing upon the subject matter referenced, directly or indirectly.
INSTRUCTIONS
INSTRUCTION NO. 1: Each Request calls for production of all responsive Documents within Your possession, custody, or control, including but not limited to Documents held by Your attorneys, agents, accountants, financial advisors, tax preparers, consultants, family members, business partners, or any other person or entity acting on Your behalf or at Your direction. A Document is deemed to be within Your "possession, custody, or control" if You have the right to obtain the Document or a copy thereof upon demand, or if You have the practical ability to obtain the Document from a third party, regardless of the location of the Document.
INSTRUCTION NO. 2: If any Document responsive to any Request is withheld, in whole or in part, on the basis of any privilege or protection, including but not limited to attorney-client privilege, the work product doctrine, the common interest privilege, the right to privacy, or any other applicable privilege or protection, You must provide a privilege log in compliance with California Code of Civil Procedure section 2031.240(b). The privilege log shall identify each withheld Document with sufficient particularity to enable AMA and, if necessary, the Court to assess the validity of the claimed privilege or protection. For each withheld Document, the privilege log shall include:
(a) the date of the Document;
(b) the author(s) or sender(s) of the Document;
(c) the recipient(s) and any persons copied on the Document;
(d) the type of Document (e.g., email, letter, memorandum, text message);
(e) a general description of the subject matter of the Document sufficient to evaluate the claim of privilege, without revealing privileged information; and
(f) the specific privilege or protection claimed and the factual basis for the claim.
INSTRUCTION NO. 3: If any Document responsive to any Request was formerly in Your possession, custody, or control but is no longer available, You shall identify the Document with reasonable particularity and state:
(a) the date on which the Document left Your possession, custody, or control;
(b) the reason or circumstances under which the Document ceased to be in Your possession, custody, or control (including but not limited to loss, destruction, transfer, or deletion);
(c) the identity and address of the current custodian or location of the Document, to the extent known; and
(d) whether a copy of the Document exists and, if so, its location.
INSTRUCTION NO. 4: Documents shall be produced as they are kept in the usual course of business, or shall be organized and labeled to correspond with the categories in these Requests. Electronically stored information shall be produced in native format (including all associated metadata) or in a reasonably usable format, consistent with the ESI Protocol Stipulation and Order entered in the related matter of Fuentes v. Aurelius Media Americas Inc., Case No. 22STCV38214, on January 13, 2023, to the extent applicable. If Documents are produced in image format (e.g., TIFF or PDF), they shall be accompanied by load files containing all extracted text and metadata fields. Email productions shall include all header information, including To, From, CC, BCC, Date, Subject, and attachment identifiers.
INSTRUCTION NO. 5: If any Request is objected to as overbroad, ambiguous, unduly burdensome, or otherwise improper, You shall respond to the Request to the fullest extent possible without waiving the objection. The objection shall identify with particularity the specific ground or grounds upon which it is based and shall describe the nature and extent of the responsive Documents that are being withheld on the basis of the objection, if any. A general or boilerplate objection, without more, shall not be deemed sufficient.
INSTRUCTION NO. 6: These Requests are continuing in nature pursuant to California Code of Civil Procedure section 2031.050. If, after Your initial response, You discover, obtain, or become aware of additional Documents responsive to any Request, You are obligated to produce them promptly in a supplemental response, and to serve a supplemental response identifying such additional Documents.
INSTRUCTION NO. 7: The use of the singular form of any word includes the plural and vice versa. The use of any gender includes all genders. The use of the connective "and" includes "or," and the use of the connective "or" includes "and," unless the context clearly requires otherwise. The term "including" means "including but not limited to."
INSTRUCTION NO. 8: No Request shall be construed as calling for Documents protected by the attorney-client privilege relating to communications between You and Your counsel of record in this action, Whitfield & Associates, concerning this litigation, unless a specific Request expressly states otherwise and provides a basis for overcoming the privilege.
REQUESTS FOR PRODUCTION OF DOCUMENTS
Category A: Employment Agreement and Restrictive Covenant
REQUEST FOR PRODUCTION NO. 1:
All Documents constituting or relating to the Employment Agreement between You and AMA dated September 5, 2017, including the First Amendment to Employment Agreement dated August 1, 2020, and all drafts, redlines, markups, tracked-changes versions, and Communications exchanged during the negotiation of the Employment Agreement and the First Amendment. This Request includes, but is not limited to, all side letters, term sheets, equity award agreements, restricted stock unit ("RSU") grant notices, stock option agreements, and any other agreements executed in connection with or contemporaneously with the Employment Agreement. This Request further includes any summary, outline, or memorandum prepared by You or at Your direction summarizing or analyzing the terms of the Employment Agreement.
REQUEST FOR PRODUCTION NO. 2:
All Documents relating to Your understanding of the restrictive covenant provisions set forth in Section 9 of the Employment Agreement, including Section 9.1 (Non-Competition), Section 9.2 (Non-Solicitation of Employees), Section 9.3 (Non-Solicitation of Business Relationships), and Section 9.4 (Confidentiality and Non-Disclosure), including but not limited to any Communications between You and Your attorneys, advisors, accountants, business associates, family members, or any other Person regarding the scope, meaning, enforceability, or applicability of such provisions. This Request encompasses any notes, memoranda, or analyses prepared by You or at Your direction concerning the restrictive covenant provisions, as well as any Communications in which You expressed opinions, concerns, or questions about the enforceability or interpretation of the restrictive covenant provisions at any time during the Relevant Period.
Note: AMA does not seek, by this Request, to compel production of Documents protected by the attorney-client privilege relating to Communications between You and Your counsel of record in this litigation regarding the prosecution or defense of the claims at issue. This Request targets pre-litigation Communications regarding Your understanding of the restrictive covenant at the time of execution of the Employment Agreement, during the course of Your employment at AMA, and during the period between Your termination and the filing of this action.
REQUEST FOR PRODUCTION NO. 3:
All Documents constituting or relating to AMA's Acceptable Use and Confidentiality Policy (the "Policy"), including any and all versions of the Policy that You received during Your employment with AMA, any acknowledgment or certification forms that You signed in connection with the Policy (including but not limited to the acknowledgment form signed by You on or about April 12, 2021), and any Communications between You and any AMA employee, manager, supervisor, officer, or representative regarding the Policy, its terms, its requirements, or its application to Your conduct. This Request further includes any training materials, slide decks, or instructional documents relating to the Policy that were provided to You or that You attended or reviewed.
REQUEST FOR PRODUCTION NO. 4:
All Documents relating to any equity compensation You received from AMA or Aurelius Global Media Group PLC during Your employment, including but not limited to: RSU grant agreements; RSU grant notices; stock option agreements; vesting schedules; vesting statements; equity plan summaries; forfeiture notices or forfeiture determinations; any Communications between You and AMA, AGMG, or any equity plan administrator (including any third-party plan administrator such as a brokerage or trust company) regarding the status, vesting, forfeiture, or value of Your 42,500 AGMG restricted stock units; any Documents reflecting the 15,300 RSUs that remained unvested at the time of Your termination on October 14, 2022; and any Documents reflecting the fair market value or estimated value of such RSUs at any time during the Relevant Period.
Category B: Termination and "For Cause" Determination
REQUEST FOR PRODUCTION NO. 5:
All Documents relating to Your termination from AMA on October 14, 2022, including but not limited to:
(a) any termination letter, separation notice, termination memorandum, or other written Communication from AMA informing You of Your termination, whether delivered in person, by mail, by email, or by any other means;
(b) any written notice, formal warning, performance improvement plan, corrective action notice, or other disciplinary document You received from AMA at any time prior to Your termination, including but not limited to the written warning issued by Jonathan Mercer, Chief Content Officer of AMA, on or about October 11, 2022;
(c) any Communications between You and Jonathan Mercer, Dwayne Prescott (President, AMA), Lorraine Okafor (Senior Vice President, Human Resources, AMA), Gregory Tanaka (General Counsel, AMA), or any other AMA employee, officer, director, or representative, regarding the circumstances, reasons, or basis for Your termination;
(d) any exit interview notes, questionnaires, or documents prepared or completed in connection with Your departure from AMA; and
(e) any notes, memoranda, or journal entries prepared by You contemporaneously with or subsequent to Your termination reflecting Your recollection or understanding of the events surrounding Your termination.
REQUEST FOR PRODUCTION NO. 6:
All Documents relating to the restructuring of AMA's Unscripted Programming Division directed by Jonathan Mercer in October 2022 (the "Restructuring Directive"), including but not limited to:
(a) any Communications between You and Jonathan Mercer regarding the Restructuring Directive, including any memoranda, emails, text messages, or meeting notes in which the Restructuring Directive was discussed, proposed, or communicated to You;
(b) Your email to Jonathan Mercer dated on or about October 10, 2022, in which You characterized the Restructuring Directive as "creatively bankrupt and commercially idiotic," including any prior drafts of such email and any attachments thereto;
(c) Jonathan Mercer's formal written warning to You dated on or about October 11, 2022, including any attachments, enclosures, or supporting documents referenced therein;
(d) Your email to subordinates dated on or about October 11, 2022, in which You forwarded the email chain referenced in subparts (b) and (c) above with the comment "For your awareness — the London suits are gutting our operation," including the complete email chain as forwarded, any attachments thereto, and a list of all recipients;
(e) any responses, replies, or follow-up Communications from subordinates, colleagues, or other AMA employees to the Communications identified in subparts (a) through (d) above; and
(f) any other Documents reflecting Your views, opinions, or reactions to the Restructuring Directive.
REQUEST FOR PRODUCTION NO. 7:
All Documents relating to any data loss prevention ("DLP") audit, information technology ("IT") security investigation, forensic review, or other examination of Your email account(s), AMA-issued devices (including laptops, desktop computers, mobile phones, tablets, and any other electronic devices), network access logs, or file transfer activity, including but not limited to:
(a) any Communications from AMA, AMA's IT department, or any third-party forensic vendor informing You of such audit, investigation, or review;
(b) any reports, summaries, or findings provided to You or shared with You in connection with such audit, investigation, or review;
(c) any Documents provided to You by AMA in connection with the termination meeting on October 14, 2022, including any DLP audit report or summary of findings; and
(d) any Communications between You and any Person regarding such audit, investigation, or review.
Category C: Communications with Halcyon Creek Productions LLC / Nina Castellanos
REQUEST FOR PRODUCTION NO. 8:
All Communications between You and Halcyon Creek Productions LLC, any officer, member, manager, agent, representative, or employee of Halcyon Creek, and/or Nina Castellanos, at any time during the Relevant Period, regardless of the medium, platform, or device used to transmit such Communications, including but not limited to:
(a) emails sent or received via any email account, including but not limited to Your AMA email account (galdrich@aureliusmedia.com), Your personal email account (galdrich.private@Northgate Software.com), and any other email account maintained by You;
(b) text messages (SMS and MMS) sent or received on any device, including AMA-issued devices and personal devices;
(c) instant messages sent or received via any messaging platform, including but not limited to Meridian Solutions, Northgate Data Systems, Meridian Services Inc., Harborline Technologies, Kestrel Data Systems, Westmark Software, Dunmore Software, and Northpoint Services Inc. Direct;
(d) telephone logs, call records, and voicemail records reflecting calls between You and Halcyon Creek or Nina Castellanos;
(e) video call records, including Calderon Software, FaceTime, Severin Industries Meet, Northgate Data Systems, or any other video conferencing platform; and
(f) notes, memoranda, agendas, or summaries of any in-person meetings between You and Halcyon Creek or Nina Castellanos.
REQUEST FOR PRODUCTION NO. 9:
All Documents transmitted by You from any AMA email account, AMA system (including any AMA server, network, intranet, shared drive, or cloud-based platform), or AMA-issued device to Halcyon Creek Productions LLC, Nina Castellanos, or any email address associated with Halcyon Creek (including but not limited to info@halcyoncreekprod.com, nina@halcyoncreekprod.com, and any other email addresses used by Halcyon Creek or its personnel), at any time during the Relevant Period. This Request includes, but is not limited to, any show format bibles, pilot sizzle reels, pilot scripts, pilot treatments, revenue models, audience analytics reports, audience demographic data, talent deal terms, talent agreement summaries, production schedules, production budgets, distribution deal memoranda, or other proprietary AMA content.
REQUEST FOR PRODUCTION NO. 10:
All Documents transmitted by You from any AMA email account, AMA system, or AMA-issued device to any personal email account (including but not limited to galdrich.private@Northgate Software.com and any other personal email account maintained by You), personal cloud storage service (including but not limited to Larkspur Technologies, Hollowell Health IT, Meridian Systems, Cobalt Ridge Systems, box, Amazon Cloud Drive, or any other cloud-based storage or file-sharing service), personal device (including personal laptops, desktop computers, tablets, mobile phones, external hard drives, and USB storage devices), or any other location outside AMA's systems, at any time during the Relevant Period.
REQUEST FOR PRODUCTION NO. 11:
All Documents in Your possession, custody, or control that constitute or relate to AMA proprietary content, show format bibles, pilot sizzle reels, pilot scripts, pilot treatments, revenue models, audience analytics, talent agreements, talent deal terms, production schedules, production budgets, or Confidential Information that You transmitted to Your personal email account(s), personal cloud storage, personal devices, or to any third party outside AMA, at any time during the Relevant Period. This Request includes, but is not limited to:
(a) the show format bible for "Apex Endurance";
(b) the show format bible for "The Remix";
(c) the show format bible for "Untamed West";
(d) the pilot sizzle reel for "Apex Endurance";
(e) the pilot sizzle reel for "The Remix";
(f) the revenue model for the "Summit Challenge" franchise; and
(g) any modified, adapted, or derivative versions of any of the foregoing Documents.
REQUEST FOR PRODUCTION NO. 12:
All Documents relating to any co-production, joint venture, partnership, consulting, employment, advisory, or other business arrangement or proposed arrangement between You and Halcyon Creek Productions LLC or Nina Castellanos, whether or not such arrangement was formalized or consummated, including but not limited to:
(a) proposals, term sheets, memoranda of understanding, letters of intent, heads of terms, or definitive agreements of any kind;
(b) business plans, financial projections, pro formas, budgets, or market analyses prepared in connection with any such arrangement;
(c) pitch materials, presentation decks, sizzle reels, one-sheets, or other creative materials prepared in connection with any such arrangement; and
(d) Communications discussing, proposing, negotiating, or otherwise relating to any such arrangement, including Communications with any third party regarding such arrangement.
REQUEST FOR PRODUCTION NO. 13:
All Documents relating to the formation, ownership, capitalization, governance, or management of Halcyon Creek Productions LLC, including but not limited to:
(a) articles of organization, certificates of formation, operating agreements (including all amendments thereto), membership agreements, and any other organizational documents;
(b) subscription agreements, capital contribution agreements, promissory notes, or any other documents evidencing the investment of capital in Halcyon Creek;
(c) equity ownership records, membership interest ledgers, cap tables, or any other documents reflecting the ownership interests in Halcyon Creek;
(d) profit-sharing arrangements, distribution agreements, or compensation arrangements with members, managers, or other personnel;
(e) minutes of meetings, resolutions, or written consents of members or managers; and
(f) any Documents reflecting Your financial, equity, membership, or other ownership interest in Halcyon Creek, directly or indirectly, whether through a trust, holding entity, family member, nominee, or otherwise.
REQUEST FOR PRODUCTION NO. 14:
All Documents reflecting Your financial interest, if any, in Halcyon Creek Productions LLC, including but not limited to any investment agreements, promissory notes, loan agreements, capital account statements, K-1 tax forms, distribution records, profit allocation statements, bank statements reflecting transfers to or from Halcyon Creek, or other financial records evidencing any monetary, equity, membership, or other economic interest in Halcyon Creek, directly or indirectly. This Request also includes any Documents reflecting any promise, commitment, or understanding that You would receive a financial or equity interest in Halcyon Creek in the future.
Category D: Documents Transmitted to Personal Accounts and Third Parties
REQUEST FOR PRODUCTION NO. 15:
All Documents constituting or reflecting the approximately three hundred forty (340) emails that You forwarded from Your AMA email account (galdrich@aureliusmedia.com) to Your personal email account (galdrich.private@Northgate Software.com) between approximately July 12, 2021 and September 29, 2022, including all attachments to such emails. This Request calls for production of the emails as they were received in Your personal email account, including all original headers, metadata, forwarding notations, and attachments.
REQUEST FOR PRODUCTION NO. 16:
All Documents stored in Your personal email account(s), personal cloud storage services (including but not limited to Larkspur Technologies, Hollowell Health IT, Meridian Systems, Cobalt Ridge Systems, and box), or personal devices (including personal laptops, desktop computers, tablets, mobile phones, external hard drives, and USB storage devices) that originated from AMA systems, were created using AMA resources or AMA software, or contain AMA Confidential Information as defined in Section 9.4 of the Employment Agreement. This Request includes any copies, excerpts, summaries, or derivative works based upon AMA Documents or Confidential Information.
REQUEST FOR PRODUCTION NO. 17:
All Documents relating to any Larkspur Technologies links, Hollowell Health IT links, WeTransfer links, or other file-sharing links or mechanisms created by You for the purpose of transmitting AMA content, AMA Documents, or Confidential Information to any Person or entity outside AMA, including but not limited to Halcyon Creek Productions LLC, Nina Castellanos, or any other third party. This Request includes any Documents reflecting the creation of such links, the identity of recipients who accessed such links, and any Communications in which such links were shared.
Category E: Post-Termination Employment, Consulting, and Business Activities
REQUEST FOR PRODUCTION NO. 18:
All employment agreements, consulting agreements, engagement letters, offer letters, independent contractor agreements, or other agreements for the provision of services entered into by You with any Person or entity since October 14, 2022 (the date of Your termination from AMA), including agreements with any Competing Enterprise as defined in Section 9.1 of the Employment Agreement. For each such agreement, produce the complete executed agreement, including all exhibits, schedules, attachments, and amendments thereto.
REQUEST FOR PRODUCTION NO. 19:
All Documents relating to any employment, consulting, freelance, advisory, or other compensated engagement or business activity You have undertaken or participated in with any Person or entity since October 14, 2022, including but not limited to:
(a) the identity of each employer, client, or business partner;
(b) the nature of Your role, title, responsibilities, or scope of services;
(c) the terms of compensation, including base compensation, bonuses, equity grants, profit participation, and any other form of remuneration;
(d) any agreements regarding confidentiality, intellectual property assignment, non-competition, non-solicitation, or other restrictive covenants entered into in connection with such engagement; and
(e) any Communications relating to the commencement, scope, or terms of such engagement.
REQUEST FOR PRODUCTION NO. 20:
All Documents relating to any solicitation by You of any AMA employee with whom You worked, reported to, supervised, or had a reporting relationship within the twelve (12) months preceding Your termination, at any time since October 14, 2022, including but not limited to Communications inviting, encouraging, inducing, recruiting, or otherwise soliciting any such employee to leave AMA's employment, to join You in any business venture, or to accept employment or a consulting engagement with any other Person or entity. This Request includes solicitations made directly by You as well as solicitations made indirectly through any third party at Your direction or on Your behalf.
REQUEST FOR PRODUCTION NO. 21:
All Documents relating to any solicitation by You of any network, platform, studio, distributor, advertiser, sponsor, talent agency, production company, or other business relationship of AMA with whom You had material contact during the twenty-four (24) months preceding Your termination, at any time since October 14, 2022, including but not limited to Communications soliciting business from, proposing projects to, pitching content to, or otherwise seeking to transact business with any such entity. This Request includes solicitations made directly by You as well as solicitations made indirectly through any third party at Your direction or on Your behalf.
Category F: Damages and Financial Records
REQUEST FOR PRODUCTION NO. 22:
All Documents supporting or relating to Your claim for severance in the amount of Nine Hundred Seventy Thousand Dollars ($970,000), including but not limited to: any calculation, analysis, worksheet, or memorandum reflecting the basis for the claimed amount; any correspondence between You and AMA (or between Your counsel and AMA's counsel) regarding severance; any Documents reflecting Your contention that Your termination was not "for cause" within the meaning of Section 7.2 of the Employment Agreement; and any Documents reflecting Your contention that You are entitled to twenty-four (24) months of base salary at Four Hundred Eighty-Five Thousand Dollars ($485,000) per year pursuant to Section 7.3(a) of the Employment Agreement.
REQUEST FOR PRODUCTION NO. 23:
All Documents supporting or relating to Your claim for a pro-rata bonus for fiscal year 2022 in the amount of One Hundred Sixty-Eight Thousand Seven Hundred Fifty Dollars ($168,750), including but not limited to: any calculation, analysis, or worksheet reflecting the basis for the claimed pro-rata amount; any AMA Documents reflecting Your bonus eligibility, bonus targets, bonus metrics, or bonus determinations for fiscal year 2022 or any prior fiscal year; any Communications between You and any AMA employee regarding Your bonus for fiscal year 2022; and any Documents reflecting the methodology You contend should be applied to calculate the pro-rata bonus.
REQUEST FOR PRODUCTION NO. 24:
All Documents supporting or relating to Your claim for accelerated vesting of fifteen thousand three hundred (15,300) AGMG restricted stock units, including but not limited to: any Communications with AGMG, AMA, any equity plan administrator, any brokerage, or any other Person regarding the status, vesting schedule, forfeiture, or value of such RSUs; any Documents reflecting the estimated or actual value of the RSUs as of Your termination date of October 14, 2022 (which AMA understands You have estimated at approximately Three Hundred Thirty-Two Thousand Two Hundred Dollars ($332,200) based on a share price of approximately £18.79 per share at the then-applicable exchange rate); any equity plan documents, grant agreements, or vesting schedules relating to the RSUs; and any Documents reflecting the provisions of the AGMG equity incentive plan governing the treatment of unvested RSUs upon termination of employment.
REQUEST FOR PRODUCTION NO. 25:
All Documents supporting or relating to Your claim for emotional distress damages in the amount of Five Hundred Thousand Dollars ($500,000), including but not limited to:
(a) records of any medical treatment, psychological treatment, psychiatric treatment, counseling, or therapy You have received at any time since October 14, 2022, including records from physicians, psychologists, psychiatrists, licensed clinical social workers, marriage and family therapists, or any other healthcare provider;
(b) any prescriptions for medication related to emotional distress, anxiety, depression, insomnia, or other mental health conditions, issued at any time since October 14, 2022;
(c) any correspondence, journal entries, diary entries, or other Communications in which You describe the emotional, psychological, or physical impact of Your termination from AMA;
(d) any records from any healthcare provider that You have authorized to be disclosed in connection with this litigation; and
(e) any records reflecting time missed from work, social activities, or daily activities as a result of the claimed emotional distress.
REQUEST FOR PRODUCTION NO. 26:
All Documents supporting or relating to Your claim for lost future compensation in the amount of One Million Two Hundred Thousand Dollars ($1,200,000), including but not limited to:
(a) Documents reflecting Your current compensation and benefits from any employer, client, or business engagement since October 14, 2022;
(b) any offers of employment or consulting work You have received since October 14, 2022, whether accepted or declined, including the terms and compensation offered;
(c) any job applications, cover letters, or resumes submitted by You since October 14, 2022;
(d) any Communications from or with headhunters, recruiters, talent representatives, or potential employers regarding employment or consulting opportunities;
(e) any analysis, calculation, expert report, or financial projection reflecting the alleged One Million Two Hundred Thousand Dollars ($1,200,000) in lost future compensation over a two-year horizon, including the methodology and assumptions used to derive such figure; and
(f) any Documents reflecting the compensation and benefits You received from AMA in Your final year of employment, to the extent not already produced in response to other Requests.
Category G: Expense Reimbursement and Miscellaneous
REQUEST FOR PRODUCTION NO. 27:
All Documents supporting or relating to Your claim for unreimbursed business expenses in the amount of Twenty-Eight Thousand Four Hundred Dollars ($28,400), including but not limited to:
(a) receipts, invoices, credit card statements, bank statements, or other financial records reflecting each claimed expense;
(b) expense reports submitted by You to AMA during fiscal year 2022, including any expense reports that were rejected, returned, or pending at the time of Your termination;
(c) any Communications between You and AMA's finance department, accounts payable department, Your supervisor, or any other AMA employee regarding reimbursement of business expenses;
(d) a detailed itemization of each claimed expense, including the date of the expense, the vendor or payee, a description of the expense, the amount, the business purpose, and the specific project or AMA activity to which the expense relates; and
(e) any AMA expense reimbursement policies or guidelines that were in effect during fiscal year 2022.
REQUEST FOR PRODUCTION NO. 28:
All Documents relating to any demand, settlement communication, or pre-litigation correspondence between You (or Your counsel, Whitfield & Associates) and AMA (or AMA's counsel, Calderwood & Harkness LLP) prior to the filing of this action on December 9, 2022, including but not limited to:
(a) the demand letter dated October 28, 2022, from Cameron Whitfield, Esq. of Whitfield & Associates, addressed to AMA;
(b) any response from AMA or AMA's counsel to the demand letter referenced in subpart (a);
(c) any counter-proposals, settlement offers, or term sheets exchanged between the parties or their counsel;
(d) any other pre-litigation correspondence between the parties or their counsel regarding Your termination, severance entitlements, restrictive covenant obligations, return of AMA property, or any claims or potential claims arising from Your employment or termination; and
(e) any internal Communications between You and Your counsel regarding the demand referenced in subpart (a), to the extent You do not assert attorney-client privilege over such Communications.
Note: By this Request, AMA does not seek Communications protected by mediation privilege or any court-ordered confidentiality provision. This Request targets pre-suit demand correspondence and related pre-litigation communications between the parties and their respective counsel.
Dated: February 20, 2023
CALDERWOOD & HARKNESS LLP
By: /s/ Devon Archer
Devon Archer (SBN 301462) Nadia Petrov (SBN 318945) CALDERWOOD & HARKNESS LLP 777 South Flower Street, Suite 4200 Los Angeles, California 90017 Telephone: (213) 555-7200 Facsimile: (213) 555-7201
Email: darcher@calderwoodharkness.com
Attorneys for Defendant and Cross-Complainant Aurelius Media Americas Inc.
PROOF OF SERVICE
STATE OF CALIFORNIA, COUNTY OF LOS ANGELES
I, Sophia Meng, declare as follows:
I am employed in the County of Los Angeles, State of California. I am over the age of eighteen (18) years and am not a party to the within action. My business address is Calderwood & Harkness LLP, 777 South Flower Street, Suite 4200, Los Angeles, California 90017.
On February 20, 2023, I served the foregoing document described as:
DEFENDANT AND CROSS-COMPLAINANT AURELIUS MEDIA AMERICAS INC.'S FIRST SET OF REQUESTS FOR PRODUCTION OF DOCUMENTS TO PLAINTIFF GAVIN ALDRICH (Nos. 1–28)
on the interested parties in this action by the following means:
BY ELECTRONIC SERVICE: I caused a true and correct copy of the above-referenced document to be transmitted electronically via email to each of the persons listed below at their respective email addresses, pursuant to California Code of Civil Procedure section 1010.6 and the parties' agreement to accept electronic service.
BY FIRST-CLASS MAIL: I caused a true and correct copy of the above-referenced document to be placed in a sealed envelope, with postage thereon fully prepaid, for collection and mailing at Los Angeles, California, following ordinary business practices for collection and processing of correspondence for mailing. Correspondence so deposited is deposited with the United States Postal Service on the same day in the ordinary course of business. The envelope was addressed and mailed to each of the persons listed below at their respective addresses.
Attorneys for Plaintiff Gavin Aldrich
I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct.
Executed on February 20, 2023, at Los Angeles, California.
________________________________________
Sophia Meng, Paralegal Calderwood & Harkness LLP
GAVIN ALDRICH, | Case No. 22STCV41087
Plaintiff, | Assigned for All Purposes to:
Hon. Catherine Villanueva, Dept. 52
v.
DEFENDANT AND CROSS-COMPLAINANT
AURELIUS MEDIA AMERICAS INC., a Delaware corporation; and DOES 1 through 50, inclusive, | AURELIUS MEDIA AMERICAS INC.'S FIRST SET OF REQUESTS FOR PRODUCTION OF DOCUMENTS TO PLAINTIFF GAVIN ALDRICH
Defendants. | (Nos. 1–28)
AND RELATED CROSS-ACTION.
Propounding Party: | Defendant and Cross-Complainant Aurelius Media Americas Inc. ("AMA")
Responding Party: | Plaintiff Gavin Aldrich ("Aldrich")
Set Number: | One
Date Served: | February 20, 2023
Name | Address | Email
Cameron Whitfield, Esq. | Whitfield & Associates | cwhitfield@whitfieldlaw.com
Julia Nazarian, Esq. | 9465 Wilshire Boulevard, Suite 320 | jnazarian@whitfieldlaw.com
Beverly Hills, California 90212

SUPERIOR COURT OF THE STATE OF CALIFORNIA

PRELIMINARY STATEMENT

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CALDERWOOD & HARKNESS LLP

PROOF OF SERVICE

STATE OF CALIFORNIA, COUNTY OF LOS ANGELES

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