1017-00004 · Entities. Aurelius Global Media Group · Engagement & Administration

litigation-hold-notice-draft.docx DOCUMENT Finance & Banking

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PRIVILEGED & CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION

CALDERWOOD & HARKNESS LLP 777 South Flower Street, Suite 4200 Los Angeles, California 90017 Telephone: (213) 555-7100 Facsimile: (213) 555-7101

DRAFT LITIGATION HOLD NOTICE

Prepared for Issuance by Aurelius Media Americas Inc.

November 2, 2022

TO: All Custodians Identified Below and All Department Heads, Aurelius Media Americas Inc.

FROM: Gregory Tanaka, VP Legal & Compliance, Aurelius Media Americas Inc.

RE: LITIGATION HOLD — PRESERVE ALL DOCUMENTS AND ELECTRONICALLY STORED INFORMATION

Note: This Litigation Hold Notice has been prepared by Calderwood & Harkness LLP for issuance by AMA in-house legal. The contents of this notice are protected by the attorney-client privilege and the attorney work product doctrine and should not be disclosed to any person outside of Aurelius Media Americas Inc. without prior authorization from the Legal & Compliance Department.

I. PURPOSE

This Litigation Hold Notice is issued on behalf of Aurelius Media Americas Inc. ("AMA" or the "Company") to inform you of your obligation to immediately preserve all documents and electronically stored information ("ESI") that may be relevant to pending and anticipated litigation involving the Company. You must read this notice carefully, in its entirety, and comply with all instructions set forth herein.

AMA is a party, or is anticipated to become a party, to litigation involving claims asserted by current and former non-exempt employees relating to AMA's wage-and-hour practices, including but not limited to the Company's meal period and rest break policies and practices, timekeeping systems and procedures, and compensation and pay practices. In addition, the Company is involved in, or anticipates involvement in, a separate individual employment dispute with a former senior executive of the Company.

As a result of these matters, AMA is legally required under both federal and California state law to preserve all documents and electronically stored information that may be relevant to these disputes. The duty to preserve arises as a matter of law upon the reasonable anticipation of litigation, and the Company's obligation is now in effect with respect to all of the matters described in Section II below.

This Litigation Hold Notice directs you to take immediate steps to identify, locate, and preserve all documents and ESI within your possession, custody, or control that may fall within the scope of this hold, as described in detail below. The obligation to preserve is mandatory, and compliance with this notice is not optional. The failure to preserve relevant materials may expose AMA to severe legal consequences, including court-imposed sanctions and adverse inference instructions, and may also result in disciplinary action against individuals who fail to comply.

This is an urgent matter. You must take immediate action upon receipt of this notice and must continue to comply with this hold on an ongoing basis until you receive written notice from the Legal & Compliance Department that the hold has been lifted.

II. MATTERS SUBJECT TO THIS HOLD

This Litigation Hold Notice relates to the following pending and anticipated legal matters:

A. *Fuentes v. Aurelius Media Americas Inc.*

This is a putative class action and representative action filed on November 1, 2022, in the Superior Court of the State of California, County of Los Angeles, bearing Case No. 22STCV38214. The complaint alleges, among other things, violations of the California Labor Code and applicable Industrial Welfare Commission Wage Orders relating to meal period and rest break requirements, timekeeping practices, and the calculation and payment of wages to non-exempt hourly employees. The action is brought by plaintiff Marisol Fuentes on behalf of herself and a putative class of similarly situated current and former non-exempt employees of AMA in California.

B. Related and Anticipated PAGA Claims

All related or anticipated claims arising out of or connected to the matters described above, including claims brought under the California Private Attorneys General Act ("PAGA"), Labor Code § 2698 et seq. A PAGA Notice was served on the California Labor and Workforce Development Agency ("LWDA") on September 15, 2022, thereby providing formal notice of the alleged Labor Code violations and the representative PAGA claims anticipated to be pursued in connection with this litigation. All individual employment claims, cross-claims, and any amended or supplemental complaints arising from the same or related factual circumstances are also encompassed by this hold.

C. Potential Claims Involving Gavin Aldrich

Any potential claims by or against Gavin Aldrich, former Senior Vice President of Original Content & Executive Producer at AMA. Mr. Aldrich's employment with the Company was terminated on October 14, 2022. The Company reasonably anticipates that disputes may arise relating to the circumstances of Mr. Aldrich's termination, his post-employment conduct, his contractual obligations under his Employment Agreement (dated September 5, 2017, as amended August 1, 2020), and related matters, including any claims of wrongful termination, breach of contract, misappropriation of trade secrets, unfair business practices, or other causes of action.

D. Anticipated Related Action by Derek Halloran

The Company also anticipates a related action by Derek Halloran, a current employee of AMA, who has not yet filed a lawsuit as of the date of this notice. However, based on information available to the Legal & Compliance Department, including the fact that Mr. Halloran is represented by the same counsel as plaintiff Fuentes — namely, Castellano Byrne & Salas LLP — the Company reasonably anticipates that Mr. Halloran may assert individual and/or representative claims against AMA arising from the same or related wage-and-hour practices at issue in the Fuentes action. All materials potentially relevant to Mr. Halloran's anticipated claims are within the scope of this hold.

III. SCOPE OF PRESERVATION

You must preserve all documents and ESI that relate in any way to the following categories. This list is intended to be illustrative and not exhaustive. If you are uncertain whether a particular document or category of information falls within the scope of this hold, you should err on the side of preservation and contact Gregory Tanaka immediately for guidance.

1. Timekeeping Policies, Practices, and Systems. All documents and ESI relating to AMA's timekeeping policies, practices, and systems, including but not limited to the NovaPay Solutions "TimeTrack Pro" electronic timekeeping system, which has been in use at AMA since January 1, 2019. This includes all system configuration records, user manuals, implementation documentation, audit logs, system settings, administrator access records, and any records reflecting modifications to the system's settings or functionality at any time during the relevant period.

2. Meal Period and Rest Break Policies and Practices. All documents and ESI relating to AMA's meal period and rest break policies, practices, schedules, and any waivers thereof, including but not limited to: (a) the automatic deduction feature currently in use in the TimeTrack Pro system, which automatically deducts thirty (30) minutes of unpaid time for shifts of six (6) hours or more; (b) the "Missed Meal Attestation" feature, including all attestation records, exception reports, and any records reflecting instances in which non-exempt employees reported missed, late, or shortened meal periods or rest breaks; (c) any scheduling practices or production requirements that affected employees' ability to take timely and uninterrupted meal periods or rest breaks; and (d) any premium pay calculations or records relating to meal period or rest break violations.

3. Payroll Records and Compensation Data. All payroll records, wage statements, pay stubs, and compensation data for non-exempt hourly employees based in California. This encompasses records for approximately 2,400 California-based employees, including approximately 1,850 putative class members whose employment falls within the class period beginning November 1, 2018. This category includes all records of regular and overtime hours worked, hourly rates of pay, bonus and incentive compensation, shift differentials, and any deductions from pay.

4. Production Schedules and Operational Records. All production schedules, call sheets, wrap reports, and daily production logs for all California-based show units, including all fourteen (14) distinct production units operating across AMA's seven (7) California facilities. This includes any records reflecting the actual start and end times of production days, crew schedules, turnaround times, and any documentation of scheduling changes, extensions, or deviations from planned schedules.

5. Employee Handbooks, Policy Manuals, and Training Materials. All employee handbooks, policy manuals, and HR training materials related to wage-and-hour compliance, including but not limited to: (a) the most recent AMA Employee Handbook, revised March 2021; (b) the standalone Meal and Rest Break Policy, which became effective January 1, 2019; (c) any prior versions of these documents; (d) any training materials, presentation slides, online training modules, or attendance records relating to wage-and-hour compliance training; and (e) any communications distributing or acknowledging receipt of these policies.

6. Communications Regarding Wage-and-Hour Matters. All communications — whether by email, text message, instant message, Meridian Solutions, Northgate Data Systems, or any other messaging platform — regarding meal breaks, rest breaks, overtime, scheduling, employee classification, or any other topic relating to the wage-and-hour practices at issue in the matters described in Section II above. This includes both internal communications among AMA employees and communications between AMA employees and third parties, including vendors, consultants, and legal advisors.

7. Personnel Files and Records for Named Plaintiffs. All personnel files, performance evaluations, disciplinary records, and employment-related documents for the following named plaintiffs and anticipated parties:

(a) Marisol Fuentes — Production Coordinator, Unscripted Programming Division; employed March 14, 2019 through August 5, 2022.

(b) Derek Halloran — Post-Production Assistant, Digital Content Division; employed June 1, 2020 through the present (as of the date of this notice).

(d) Gavin Aldrich — Senior Vice President, Original Content & Executive Producer; employed September 5, 2017 through October 14, 2022.

8. All Communications To, From, or Concerning Gavin Aldrich. Without limiting the generality of any other category described in this Section III, all communications to, from, or concerning Gavin Aldrich must be preserved, including but not limited to:

(a) Communications relating to Mr. Aldrich's job performance, performance reviews, supervisory assessments, or any evaluations of his work product or conduct during his employment at AMA.

(b) Communications relating to Mr. Aldrich's termination, including all documents, emails, memoranda, meeting notes, and other records reflecting the circumstances, reasons, decision-making process, and any internal discussions leading to, accompanying, or following the decision to terminate Mr. Aldrich's employment on October 14, 2022.

(c) All documents and communications relating to Mr. Aldrich's post-employment restrictive covenant obligations, including those set forth in the Employment Agreement dated September 5, 2017, as amended August 1, 2020, and specifically including Sections 9.1 through 9.4 thereof (which contain non-competition, non-solicitation, confidentiality, and intellectual property assignment provisions).

(d) All communications with or about Halcyon Creek Productions LLC, a California limited liability company, including any documents reflecting the nature of Mr. Aldrich's relationship with Halcyon Creek Productions LLC, any work performed for or on behalf of that entity, and any AMA resources, intellectual property, or confidential information potentially shared with or transferred to that entity.

(e) All data loss prevention ("DLP") audit findings, IT forensic analysis reports, and related investigative reports or memoranda concerning Mr. Aldrich's use of AMA systems, data, and intellectual property, including any analysis of data transfers, file downloads, email forwarding patterns, or use of personal devices or cloud storage services.

(f) All documents and communications relating to the October 2022 restructuring directive, including the directive itself and any responsive communications from or about Mr. Aldrich or other employees affected by the restructuring.

9. Internal Investigations, Audits, and Compliance Reviews. All documents and ESI relating to any internal investigations, audits, or reviews of wage-and-hour compliance at AMA, whether conducted by AMA personnel, outside counsel, or third-party consultants or auditors. This category also includes any DLP audits, IT security reviews, or forensic examinations conducted in connection with any of the matters described in Section II above, including but not limited to any analysis or findings related to data security incidents, unauthorized data transfers, or potential misuse of Company systems or information.

10. Employee Complaints and Grievances. All complaints, grievances, reports, or other communications filed, submitted, or raised by non-exempt employees regarding wages, hours worked, meal breaks, rest breaks, or working conditions, whether such complaints were made formally (e.g., through an HR complaint process) or informally (e.g., through email, conversation, or other channels). This includes any records of investigations or responses to such complaints, any corrective actions taken, and any follow-up communications.

The preservation obligation extends to all documents and ESI within the scope described above, regardless of where such materials are located, including but not limited to materials located at any of AMA's seven (7) California production and office facilities:

(i) 8500 Sunset Boulevard, Suite 1400, West Hollywood, California 90069 (Company headquarters and post-production facility);

(ii) 4024 Penmark Strategy Partners Avenue, Studio City, California 91604 (Stage A & B — unscripted programming);

(iii) 15301 Ventura Boulevard, Suite 300, Sherman Oaks, California 91403 (digital content operations);

(iv) 3800 West Alameda Avenue, Burbank, California 91505 (live events and field production);

(v) 1438 North Gower Street, Hollywood, California 90028 (scripted development);

(vi) 2120 Colorado Avenue, Santa Monica, California 90404 (e-commerce studio); and

(vii) 888 North Sepulveda Boulevard, El Segundo, California 90245 (post-production annex).

IV. TYPES OF MATERIALS TO PRESERVE

The preservation obligation described in this notice applies to all forms of information, regardless of format or medium. You must preserve all potentially relevant materials in whatever form they exist, including but not limited to the following:

• Emails and email attachments, including all emails sent, received, drafted, or stored in your AMA email account (Exchange/Ashbury Software), personal email accounts (to the extent used for Company business), and any archived or deleted email folders.

• Text messages, Meridian Solutions messages, Northgate Data Systems messages, and other instant messages, including direct messages, group messages, channel messages, and any messages sent or received through any other messaging platform used for Company business.

• Paper documents, including handwritten notes, memoranda, correspondence, reports, meeting notes, and any other physical records.

• Voicemails, including voicemails stored on Company phone systems, mobile devices, or voicemail-to-email systems.

• Calendar entries, including all calendar invitations, meeting entries, scheduling records, and associated notes or attachments in Outlook, Brightmoor Services Inc., or any other calendaring system.

• Electronically stored documents, including files in Microsoft Word, Excel, Northgate Services Inc., Adobe PDF, Stonefield Health IT, Stonefield Services Inc., and any other file format, whether stored on local drives, network drives, shared drives, cloud storage (including Cobalt Ridge Systems, Aldermere Systems, Hollowell Health IT, Larkspur Technologies, box, or any other cloud platform), or removable media (USB drives, external hard drives, etc.).

• Databases and database entries, including all records stored in human resources information systems (HRIS), payroll systems, timekeeping systems, project management systems, customer relationship management (CRM) systems, and any other databases maintained by or on behalf of AMA.

• Timekeeping and payroll system records, including all data stored in or generated by the NovaPay Solutions TimeTrack Pro system, including raw time entries, edited time entries, exception reports, attestation records, system configuration data, and audit trails.

• Security badge and access records, including records of employee badge swipes, facility access logs, and any other records reflecting when employees entered or exited AMA facilities.

• Video and audio recordings, including security camera footage, meeting recordings, interview recordings, and any other video or audio media.

• Social media posts and messages, including posts, direct messages, comments, and other content on Company-managed social media accounts (e.g., Westmark Health IT, Fenmore Solutions, Northpoint Services Inc., Kestrel Services Inc., Dunmore & Co., Crowne Albany Partners LLC).

This list is illustrative and not exhaustive. You are required to preserve all potentially relevant information regardless of format. If you have any questions about whether a particular type of material is within the scope of this hold, contact Gregory Tanaka immediately.

V. CUSTODIANS

The following individuals have been identified as key custodians of documents and ESI that are likely to fall within the scope of this Litigation Hold. These individuals must take particular care to identify, locate, and preserve all materials within their possession, custody, or control that may be relevant to the matters described in Section II above. Each identified custodian is personally responsible for ensuring full compliance with this notice.

1. Lorraine Okafor, Senior Vice President, Human Resources. Ms. Okafor is the primary custodian of HR policies, employee handbooks, training materials, employee complaints and grievances, personnel files, and any HR-related communications concerning the named plaintiffs, putative class members, Gavin Aldrich, and other employees relevant to this hold. Ms. Okafor is also responsible for compiling a complete list of all direct supervisors of the named plaintiffs during their respective periods of employment at AMA (see item 7 below).

2. Gregory Tanaka, Vice President, Legal & Compliance. Mr. Tanaka is the primary custodian of legal hold records, data loss prevention audit findings, compliance review documents, internal investigation files, and communications with outside counsel (including Calderwood & Harkness LLP and any other outside counsel engaged in connection with the matters described in Section II). Mr. Tanaka is the designated point of contact for all questions and issues arising under this Litigation Hold Notice.

3. Jonathan Mercer, President. Mr. Mercer is a custodian of executive-level communications regarding the October 2022 restructuring directive, termination decisions (including decisions relating to Gavin Aldrich), corporate strategy documents, and senior management communications relating to any of the matters subject to this hold.

4. Celine Arroyo, Director of Production Operations. Ms. Arroyo is a custodian of production schedules, call sheets, wrap reports, daily production logs, staffing records, crew schedules, and facility-level operational documents across all fourteen (14) California-based production units and all seven (7) AMA California facilities.

5. Dwayne Prescott, Vice President of Unscripted Programming. Mr. Prescott is a custodian of show unit operations documents, creative development communications, and personnel-related communications within the Unscripted Programming Division. Mr. Prescott served as Gavin Aldrich's direct supervisor prior to Mr. Aldrich's termination and is a custodian of communications regarding Mr. Aldrich's performance, conduct, and the circumstances leading to his departure from the Company.

6. Karen Fong, Payroll Manager. Ms. Fong is a custodian of payroll records, TimeTrack Pro system configuration records, meal period automatic deduction settings, Missed Meal Attestation feature logs, wage statements, and all other payroll-related data and documentation for California-based non-exempt employees.

7. All Direct Supervisors of Named Plaintiffs. All individuals who served as direct supervisors of Marisol Fuentes, Derek Halloran, Yesenia Padilla, or Gavin Aldrich during their respective periods of employment at AMA are also identified as custodians under this hold. Lorraine Okafor is directed to compile a complete and accurate list of all such supervisors and to provide that list to Gregory Tanaka no later than November 9, 2022. Once identified, each such supervisor will receive a copy of this Litigation Hold Notice and will be required to comply with all of its terms.

Third-Party Custodian — NovaPay Solutions Inc. The Company is aware that Marcus Yee at NovaPay Solutions Inc. (2200 Powell Street, Suite 600, Emeryville, California 94608) holds timekeeping and payroll system data relevant to this hold, including TimeTrack Pro data for AMA's California-based non-exempt employees. A separate preservation request and/or subpoena directed to NovaPay Solutions Inc. will be issued under separate cover. Custodians at AMA should not contact NovaPay Solutions directly regarding preservation matters; all communications with NovaPay Solutions on this topic will be coordinated through the Legal & Compliance Department and outside counsel.

VI. IMMEDIATE ACTION REQUIRED

Upon receipt of this notice, you must take the following actions immediately:

A. Do NOT Delete, Discard, or Destroy. You must not delete, discard, throw away, shred, or otherwise destroy any documents or ESI that may fall within the scope of this Litigation Hold, regardless of whether you believe them to be duplicative, outdated, or unimportant. This prohibition applies to both paper and electronic materials and includes materials on Company systems, personal devices used for Company business, and any other location where relevant materials may be stored.

B. Do NOT Alter. You must not alter, modify, edit, or change any documents or ESI that may fall within the scope of this hold. Documents must be preserved in their existing form, including all metadata, drafts, and version histories.

C. Suspend Routine Destruction. You must immediately suspend any routine document destruction, records management, or data retention schedules as they apply to materials within the scope of this hold. This includes any periodic purges, clean-up activities, or disposal of paper files. All auto-archive and auto-delete settings for email or other electronic systems must be suspended with respect to materials within the scope of this hold.

D. Notify the IT Department. The IT Department must immediately suspend all auto-delete functions, recycling bin purges, backup tape rotations, and any other automated data destruction processes affecting the custodians listed in Section V above and all systems containing potentially relevant data. This includes, without limitation, the following systems:

• NovaPay Solutions TimeTrack Pro timekeeping system

• AMA email system (Strathmore Data Systems / Ashbury Software)

• Meridian Solutions (all AMA workspaces)

• Northgate Data Systems (all AMA channels and direct messages)

• All cloud storage platforms (Cobalt Ridge Systems, Aldermere Systems, Hollowell Health IT, Larkspur Technologies, box, or any other platform in use)

• All network file servers and shared drives at each of the seven (7) AMA California facilities

• All backup systems and backup media

• All mobile device management (MDM) systems

Gregory Tanaka will coordinate directly with the IT Department and the Company's Chief Information Officer to ensure that appropriate technical measures are implemented. However, each custodian is independently responsible for preserving materials within their own possession, custody, or control and should not rely solely on IT-level preservation measures.

E. Contact Gregory Tanaka with Questions. If you have any questions about whether specific documents or data fall within the scope of this hold, contact Gregory Tanaka immediately:

Gregory Tanaka Vice President, Legal & Compliance Aurelius Media Americas Inc. Telephone Extension: 4207

Email: gtanaka@aureliusmedia.com

F. When in Doubt, Preserve. If you are uncertain whether a particular document, file, communication, or other item of information falls within the scope of this Litigation Hold, you must preserve it. Always err on the side of over-inclusion. It is far better to preserve materials that ultimately prove not to be relevant than to destroy materials that a court later determines should have been preserved.

VII. PENALTIES FOR NON-COMPLIANCE

You should be aware that the failure to comply with this Litigation Hold may result in severe and irreversible consequences for Aurelius Media Americas Inc., including but not limited to the following:

• Court-Imposed Sanctions. Courts have broad authority to impose sanctions on parties who fail to preserve relevant evidence, including the exclusion of evidence, the striking of pleadings, and the entry of default judgment.

• Adverse Inference Instructions. A court may instruct the jury that it should presume or may infer that documents or ESI that were destroyed or not preserved were unfavorable to AMA. Such an instruction can be devastating to a party's position at trial and can fundamentally alter the outcome of litigation.

• Monetary Penalties. Courts may impose substantial monetary penalties, including the payment of the opposing party's attorneys' fees and costs incurred as a result of spoliation of evidence.

In addition to the consequences to the Company, individuals who fail to comply with this Litigation Hold Notice may be subject to disciplinary action by AMA, up to and including termination of employment. The obligation to preserve evidence is both a legal duty and a condition of your continued employment with the Company. Every individual who receives this notice bears personal responsibility for ensuring that all potentially relevant materials within their possession, custody, or control are fully preserved.

The Company takes its preservation obligations with the utmost seriousness, and you are expected to do the same. If you become aware that any potentially relevant materials have been destroyed, altered, or lost — whether intentionally or inadvertently — you must report that fact to Gregory Tanaka immediately.

VIII. DURATION

This Litigation Hold will remain in effect until you receive written notice from the Legal & Compliance Department that the hold has been lifted, in whole or in part. You should not assume that this hold has been lifted or modified based on informal communications, the passage of time, the resolution of one or more of the matters described in Section II, or any other circumstance. Only a formal written notice from the Legal & Compliance Department will constitute a valid release of your preservation obligations under this hold.

You must continue to comply with this hold on an ongoing basis. This means that you must preserve not only materials that exist as of the date of this notice but also any new documents or ESI created or received after the date of this notice that fall within the scope described in Section III above.

If any of the following events occur, you must contact Gregory Tanaka immediately:

• You change positions, departments, or roles within AMA;

• You leave AMA's employment for any reason, including resignation, termination, retirement, or transfer;

• You become aware of additional sources of potentially relevant documents or ESI that are not addressed by this notice;

• You become aware that potentially relevant materials may have been destroyed, altered, or lost; or

• You receive any communication from any third party (including opposing counsel, government agencies, or any other person or entity) relating to any of the matters described in Section II above.

IX. ACKNOWLEDGMENT AND CLOSING INSTRUCTIONS

Please acknowledge your receipt of this Litigation Hold Notice by taking one of the following actions within three (3) business days of receipt:

(a) Sign and return the attached Litigation Hold Acknowledgment Form (Document 4 / Acknowledgment Template) to Gregory Tanaka via interoffice mail or hand delivery; or

(b) Send an email to Gregory Tanaka at gtanaka@aureliusmedia.com confirming that you have received this notice, that you have read and understand your obligations under this Litigation Hold, and that you will comply with all of its terms.

Your acknowledgment will be retained by the Legal & Compliance Department as part of the Company's litigation hold compliance records.

If you have any questions about this notice, your obligations, or the scope of the materials to be preserved, please do not hesitate to contact:

Gregory Tanaka Vice President, Legal & Compliance Aurelius Media Americas Inc. 8500 Sunset Boulevard, Suite 1400 West Hollywood, California 90069 Telephone Extension: 4207

Email: gtanaka@aureliusmedia.com

Thank you for your prompt attention to this matter. Your cooperation and diligence in preserving all potentially relevant documents and information is essential to the Company's ability to meet its legal obligations and to defend its interests in these proceedings.

[END OF LITIGATION HOLD NOTICE]

[Prepared by Calderwood & Harkness LLP for issuance by AMA in-house legal]

C&H Matter No. 1017-00004

PRIVILEGED & CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION
CALDERWOOD & HARKNESS LLP 777 South Flower Street, Suite 4200 Los Angeles, California 90017 Telephone: (213) 555-7100 Facsimile: (213) 555-7101
DRAFT LITIGATION HOLD NOTICE
Prepared for Issuance by Aurelius Media Americas Inc.
November 2, 2022
TO: All Custodians Identified Below and All Department Heads, Aurelius Media Americas Inc.
FROM: Gregory Tanaka, VP Legal & Compliance, Aurelius Media Americas Inc.
RE: LITIGATION HOLD — PRESERVE ALL DOCUMENTS AND ELECTRONICALLY STORED INFORMATION
Note: This Litigation Hold Notice has been prepared by Calderwood & Harkness LLP for issuance by AMA in-house legal. The contents of this notice are protected by the attorney-client privilege and the attorney work product doctrine and should not be disclosed to any person outside of Aurelius Media Americas Inc. without prior authorization from the Legal & Compliance Department.
I. PURPOSE
This Litigation Hold Notice is issued on behalf of Aurelius Media Americas Inc. ("AMA" or the "Company") to inform you of your obligation to immediately preserve all documents and electronically stored information ("ESI") that may be relevant to pending and anticipated litigation involving the Company. You must read this notice carefully, in its entirety, and comply with all instructions set forth herein.
AMA is a party, or is anticipated to become a party, to litigation involving claims asserted by current and former non-exempt employees relating to AMA's wage-and-hour practices, including but not limited to the Company's meal period and rest break policies and practices, timekeeping systems and procedures, and compensation and pay practices. In addition, the Company is involved in, or anticipates involvement in, a separate individual employment dispute with a former senior executive of the Company.
As a result of these matters, AMA is legally required under both federal and California state law to preserve all documents and electronically stored information that may be relevant to these disputes. The duty to preserve arises as a matter of law upon the reasonable anticipation of litigation, and the Company's obligation is now in effect with respect to all of the matters described in Section II below.
This Litigation Hold Notice directs you to take immediate steps to identify, locate, and preserve all documents and ESI within your possession, custody, or control that may fall within the scope of this hold, as described in detail below. The obligation to preserve is mandatory, and compliance with this notice is not optional. The failure to preserve relevant materials may expose AMA to severe legal consequences, including court-imposed sanctions and adverse inference instructions, and may also result in disciplinary action against individuals who fail to comply.
This is an urgent matter. You must take immediate action upon receipt of this notice and must continue to comply with this hold on an ongoing basis until you receive written notice from the Legal & Compliance Department that the hold has been lifted.
II. MATTERS SUBJECT TO THIS HOLD
This Litigation Hold Notice relates to the following pending and anticipated legal matters:
A. *Fuentes v. Aurelius Media Americas Inc.*
This is a putative class action and representative action filed on November 1, 2022, in the Superior Court of the State of California, County of Los Angeles, bearing Case No. 22STCV38214. The complaint alleges, among other things, violations of the California Labor Code and applicable Industrial Welfare Commission Wage Orders relating to meal period and rest break requirements, timekeeping practices, and the calculation and payment of wages to non-exempt hourly employees. The action is brought by plaintiff Marisol Fuentes on behalf of herself and a putative class of similarly situated current and former non-exempt employees of AMA in California.
B. Related and Anticipated PAGA Claims
All related or anticipated claims arising out of or connected to the matters described above, including claims brought under the California Private Attorneys General Act ("PAGA"), Labor Code § 2698 et seq. A PAGA Notice was served on the California Labor and Workforce Development Agency ("LWDA") on September 15, 2022, thereby providing formal notice of the alleged Labor Code violations and the representative PAGA claims anticipated to be pursued in connection with this litigation. All individual employment claims, cross-claims, and any amended or supplemental complaints arising from the same or related factual circumstances are also encompassed by this hold.
C. Potential Claims Involving Gavin Aldrich
Any potential claims by or against Gavin Aldrich, former Senior Vice President of Original Content & Executive Producer at AMA. Mr. Aldrich's employment with the Company was terminated on October 14, 2022. The Company reasonably anticipates that disputes may arise relating to the circumstances of Mr. Aldrich's termination, his post-employment conduct, his contractual obligations under his Employment Agreement (dated September 5, 2017, as amended August 1, 2020), and related matters, including any claims of wrongful termination, breach of contract, misappropriation of trade secrets, unfair business practices, or other causes of action.
D. Anticipated Related Action by Derek Halloran
The Company also anticipates a related action by Derek Halloran, a current employee of AMA, who has not yet filed a lawsuit as of the date of this notice. However, based on information available to the Legal & Compliance Department, including the fact that Mr. Halloran is represented by the same counsel as plaintiff Fuentes — namely, Castellano Byrne & Salas LLP — the Company reasonably anticipates that Mr. Halloran may assert individual and/or representative claims against AMA arising from the same or related wage-and-hour practices at issue in the Fuentes action. All materials potentially relevant to Mr. Halloran's anticipated claims are within the scope of this hold.
III. SCOPE OF PRESERVATION
You must preserve all documents and ESI that relate in any way to the following categories. This list is intended to be illustrative and not exhaustive. If you are uncertain whether a particular document or category of information falls within the scope of this hold, you should err on the side of preservation and contact Gregory Tanaka immediately for guidance.
1. Timekeeping Policies, Practices, and Systems. All documents and ESI relating to AMA's timekeeping policies, practices, and systems, including but not limited to the NovaPay Solutions "TimeTrack Pro" electronic timekeeping system, which has been in use at AMA since January 1, 2019. This includes all system configuration records, user manuals, implementation documentation, audit logs, system settings, administrator access records, and any records reflecting modifications to the system's settings or functionality at any time during the relevant period.
2. Meal Period and Rest Break Policies and Practices. All documents and ESI relating to AMA's meal period and rest break policies, practices, schedules, and any waivers thereof, including but not limited to: (a) the automatic deduction feature currently in use in the TimeTrack Pro system, which automatically deducts thirty (30) minutes of unpaid time for shifts of six (6) hours or more; (b) the "Missed Meal Attestation" feature, including all attestation records, exception reports, and any records reflecting instances in which non-exempt employees reported missed, late, or shortened meal periods or rest breaks; (c) any scheduling practices or production requirements that affected employees' ability to take timely and uninterrupted meal periods or rest breaks; and (d) any premium pay calculations or records relating to meal period or rest break violations.
3. Payroll Records and Compensation Data. All payroll records, wage statements, pay stubs, and compensation data for non-exempt hourly employees based in California. This encompasses records for approximately 2,400 California-based employees, including approximately 1,850 putative class members whose employment falls within the class period beginning November 1, 2018. This category includes all records of regular and overtime hours worked, hourly rates of pay, bonus and incentive compensation, shift differentials, and any deductions from pay.
4. Production Schedules and Operational Records. All production schedules, call sheets, wrap reports, and daily production logs for all California-based show units, including all fourteen (14) distinct production units operating across AMA's seven (7) California facilities. This includes any records reflecting the actual start and end times of production days, crew schedules, turnaround times, and any documentation of scheduling changes, extensions, or deviations from planned schedules.
5. Employee Handbooks, Policy Manuals, and Training Materials. All employee handbooks, policy manuals, and HR training materials related to wage-and-hour compliance, including but not limited to: (a) the most recent AMA Employee Handbook, revised March 2021; (b) the standalone Meal and Rest Break Policy, which became effective January 1, 2019; (c) any prior versions of these documents; (d) any training materials, presentation slides, online training modules, or attendance records relating to wage-and-hour compliance training; and (e) any communications distributing or acknowledging receipt of these policies.
6. Communications Regarding Wage-and-Hour Matters. All communications — whether by email, text message, instant message, Meridian Solutions, Northgate Data Systems, or any other messaging platform — regarding meal breaks, rest breaks, overtime, scheduling, employee classification, or any other topic relating to the wage-and-hour practices at issue in the matters described in Section II above. This includes both internal communications among AMA employees and communications between AMA employees and third parties, including vendors, consultants, and legal advisors.
7. Personnel Files and Records for Named Plaintiffs. All personnel files, performance evaluations, disciplinary records, and employment-related documents for the following named plaintiffs and anticipated parties:
(a) Marisol Fuentes — Production Coordinator, Unscripted Programming Division; employed March 14, 2019 through August 5, 2022.
(b) Derek Halloran — Post-Production Assistant, Digital Content Division; employed June 1, 2020 through the present (as of the date of this notice).
(c) Yesenia Padilla — Segment Coordinator, Live Events Division; employed January 10, 2018 through May 17, 2022.
(d) Gavin Aldrich — Senior Vice President, Original Content & Executive Producer; employed September 5, 2017 through October 14, 2022.
8. All Communications To, From, or Concerning Gavin Aldrich. Without limiting the generality of any other category described in this Section III, all communications to, from, or concerning Gavin Aldrich must be preserved, including but not limited to:
(a) Communications relating to Mr. Aldrich's job performance, performance reviews, supervisory assessments, or any evaluations of his work product or conduct during his employment at AMA.
(b) Communications relating to Mr. Aldrich's termination, including all documents, emails, memoranda, meeting notes, and other records reflecting the circumstances, reasons, decision-making process, and any internal discussions leading to, accompanying, or following the decision to terminate Mr. Aldrich's employment on October 14, 2022.
(c) All documents and communications relating to Mr. Aldrich's post-employment restrictive covenant obligations, including those set forth in the Employment Agreement dated September 5, 2017, as amended August 1, 2020, and specifically including Sections 9.1 through 9.4 thereof (which contain non-competition, non-solicitation, confidentiality, and intellectual property assignment provisions).
(d) All communications with or about Halcyon Creek Productions LLC, a California limited liability company, including any documents reflecting the nature of Mr. Aldrich's relationship with Halcyon Creek Productions LLC, any work performed for or on behalf of that entity, and any AMA resources, intellectual property, or confidential information potentially shared with or transferred to that entity.
(e) All data loss prevention ("DLP") audit findings, IT forensic analysis reports, and related investigative reports or memoranda concerning Mr. Aldrich's use of AMA systems, data, and intellectual property, including any analysis of data transfers, file downloads, email forwarding patterns, or use of personal devices or cloud storage services.
(f) All documents and communications relating to the October 2022 restructuring directive, including the directive itself and any responsive communications from or about Mr. Aldrich or other employees affected by the restructuring.
9. Internal Investigations, Audits, and Compliance Reviews. All documents and ESI relating to any internal investigations, audits, or reviews of wage-and-hour compliance at AMA, whether conducted by AMA personnel, outside counsel, or third-party consultants or auditors. This category also includes any DLP audits, IT security reviews, or forensic examinations conducted in connection with any of the matters described in Section II above, including but not limited to any analysis or findings related to data security incidents, unauthorized data transfers, or potential misuse of Company systems or information.
10. Employee Complaints and Grievances. All complaints, grievances, reports, or other communications filed, submitted, or raised by non-exempt employees regarding wages, hours worked, meal breaks, rest breaks, or working conditions, whether such complaints were made formally (e.g., through an HR complaint process) or informally (e.g., through email, conversation, or other channels). This includes any records of investigations or responses to such complaints, any corrective actions taken, and any follow-up communications.
The preservation obligation extends to all documents and ESI within the scope described above, regardless of where such materials are located, including but not limited to materials located at any of AMA's seven (7) California production and office facilities:
(i) 8500 Sunset Boulevard, Suite 1400, West Hollywood, California 90069 (Company headquarters and post-production facility);
(ii) 4024 Penmark Strategy Partners Avenue, Studio City, California 91604 (Stage A & B — unscripted programming);
(iii) 15301 Ventura Boulevard, Suite 300, Sherman Oaks, California 91403 (digital content operations);
(iv) 3800 West Alameda Avenue, Burbank, California 91505 (live events and field production);
(v) 1438 North Gower Street, Hollywood, California 90028 (scripted development);
(vi) 2120 Colorado Avenue, Santa Monica, California 90404 (e-commerce studio); and
(vii) 888 North Sepulveda Boulevard, El Segundo, California 90245 (post-production annex).
IV. TYPES OF MATERIALS TO PRESERVE
The preservation obligation described in this notice applies to all forms of information, regardless of format or medium. You must preserve all potentially relevant materials in whatever form they exist, including but not limited to the following:
• Emails and email attachments, including all emails sent, received, drafted, or stored in your AMA email account (Exchange/Ashbury Software), personal email accounts (to the extent used for Company business), and any archived or deleted email folders.
• Text messages, Meridian Solutions messages, Northgate Data Systems messages, and other instant messages, including direct messages, group messages, channel messages, and any messages sent or received through any other messaging platform used for Company business.
• Paper documents, including handwritten notes, memoranda, correspondence, reports, meeting notes, and any other physical records.
• Voicemails, including voicemails stored on Company phone systems, mobile devices, or voicemail-to-email systems.
• Calendar entries, including all calendar invitations, meeting entries, scheduling records, and associated notes or attachments in Outlook, Brightmoor Services Inc., or any other calendaring system.
• Electronically stored documents, including files in Microsoft Word, Excel, Northgate Services Inc., Adobe PDF, Stonefield Health IT, Stonefield Services Inc., and any other file format, whether stored on local drives, network drives, shared drives, cloud storage (including Cobalt Ridge Systems, Aldermere Systems, Hollowell Health IT, Larkspur Technologies, box, or any other cloud platform), or removable media (USB drives, external hard drives, etc.).
• Databases and database entries, including all records stored in human resources information systems (HRIS), payroll systems, timekeeping systems, project management systems, customer relationship management (CRM) systems, and any other databases maintained by or on behalf of AMA.
• Timekeeping and payroll system records, including all data stored in or generated by the NovaPay Solutions TimeTrack Pro system, including raw time entries, edited time entries, exception reports, attestation records, system configuration data, and audit trails.
• Security badge and access records, including records of employee badge swipes, facility access logs, and any other records reflecting when employees entered or exited AMA facilities.
• Video and audio recordings, including security camera footage, meeting recordings, interview recordings, and any other video or audio media.
• Social media posts and messages, including posts, direct messages, comments, and other content on Company-managed social media accounts (e.g., Westmark Health IT, Fenmore Solutions, Northpoint Services Inc., Kestrel Services Inc., Dunmore & Co., Crowne Albany Partners LLC).
This list is illustrative and not exhaustive. You are required to preserve all potentially relevant information regardless of format. If you have any questions about whether a particular type of material is within the scope of this hold, contact Gregory Tanaka immediately.
V. CUSTODIANS
The following individuals have been identified as key custodians of documents and ESI that are likely to fall within the scope of this Litigation Hold. These individuals must take particular care to identify, locate, and preserve all materials within their possession, custody, or control that may be relevant to the matters described in Section II above. Each identified custodian is personally responsible for ensuring full compliance with this notice.
1. Lorraine Okafor, Senior Vice President, Human Resources. Ms. Okafor is the primary custodian of HR policies, employee handbooks, training materials, employee complaints and grievances, personnel files, and any HR-related communications concerning the named plaintiffs, putative class members, Gavin Aldrich, and other employees relevant to this hold. Ms. Okafor is also responsible for compiling a complete list of all direct supervisors of the named plaintiffs during their respective periods of employment at AMA (see item 7 below).
2. Gregory Tanaka, Vice President, Legal & Compliance. Mr. Tanaka is the primary custodian of legal hold records, data loss prevention audit findings, compliance review documents, internal investigation files, and communications with outside counsel (including Calderwood & Harkness LLP and any other outside counsel engaged in connection with the matters described in Section II). Mr. Tanaka is the designated point of contact for all questions and issues arising under this Litigation Hold Notice.
3. Jonathan Mercer, President. Mr. Mercer is a custodian of executive-level communications regarding the October 2022 restructuring directive, termination decisions (including decisions relating to Gavin Aldrich), corporate strategy documents, and senior management communications relating to any of the matters subject to this hold.
4. Celine Arroyo, Director of Production Operations. Ms. Arroyo is a custodian of production schedules, call sheets, wrap reports, daily production logs, staffing records, crew schedules, and facility-level operational documents across all fourteen (14) California-based production units and all seven (7) AMA California facilities.
5. Dwayne Prescott, Vice President of Unscripted Programming. Mr. Prescott is a custodian of show unit operations documents, creative development communications, and personnel-related communications within the Unscripted Programming Division. Mr. Prescott served as Gavin Aldrich's direct supervisor prior to Mr. Aldrich's termination and is a custodian of communications regarding Mr. Aldrich's performance, conduct, and the circumstances leading to his departure from the Company.
6. Karen Fong, Payroll Manager. Ms. Fong is a custodian of payroll records, TimeTrack Pro system configuration records, meal period automatic deduction settings, Missed Meal Attestation feature logs, wage statements, and all other payroll-related data and documentation for California-based non-exempt employees.
7. All Direct Supervisors of Named Plaintiffs. All individuals who served as direct supervisors of Marisol Fuentes, Derek Halloran, Yesenia Padilla, or Gavin Aldrich during their respective periods of employment at AMA are also identified as custodians under this hold. Lorraine Okafor is directed to compile a complete and accurate list of all such supervisors and to provide that list to Gregory Tanaka no later than November 9, 2022. Once identified, each such supervisor will receive a copy of this Litigation Hold Notice and will be required to comply with all of its terms.
Third-Party Custodian — NovaPay Solutions Inc. The Company is aware that Marcus Yee at NovaPay Solutions Inc. (2200 Powell Street, Suite 600, Emeryville, California 94608) holds timekeeping and payroll system data relevant to this hold, including TimeTrack Pro data for AMA's California-based non-exempt employees. A separate preservation request and/or subpoena directed to NovaPay Solutions Inc. will be issued under separate cover. Custodians at AMA should not contact NovaPay Solutions directly regarding preservation matters; all communications with NovaPay Solutions on this topic will be coordinated through the Legal & Compliance Department and outside counsel.
VI. IMMEDIATE ACTION REQUIRED
Upon receipt of this notice, you must take the following actions immediately:
A. Do NOT Delete, Discard, or Destroy. You must not delete, discard, throw away, shred, or otherwise destroy any documents or ESI that may fall within the scope of this Litigation Hold, regardless of whether you believe them to be duplicative, outdated, or unimportant. This prohibition applies to both paper and electronic materials and includes materials on Company systems, personal devices used for Company business, and any other location where relevant materials may be stored.
B. Do NOT Alter. You must not alter, modify, edit, or change any documents or ESI that may fall within the scope of this hold. Documents must be preserved in their existing form, including all metadata, drafts, and version histories.
C. Suspend Routine Destruction. You must immediately suspend any routine document destruction, records management, or data retention schedules as they apply to materials within the scope of this hold. This includes any periodic purges, clean-up activities, or disposal of paper files. All auto-archive and auto-delete settings for email or other electronic systems must be suspended with respect to materials within the scope of this hold.
D. Notify the IT Department. The IT Department must immediately suspend all auto-delete functions, recycling bin purges, backup tape rotations, and any other automated data destruction processes affecting the custodians listed in Section V above and all systems containing potentially relevant data. This includes, without limitation, the following systems:
• NovaPay Solutions TimeTrack Pro timekeeping system
• AMA email system (Strathmore Data Systems / Ashbury Software)
• Meridian Solutions (all AMA workspaces)
• Northgate Data Systems (all AMA channels and direct messages)
• All cloud storage platforms (Cobalt Ridge Systems, Aldermere Systems, Hollowell Health IT, Larkspur Technologies, box, or any other platform in use)
• All network file servers and shared drives at each of the seven (7) AMA California facilities
• All backup systems and backup media
• All mobile device management (MDM) systems
Gregory Tanaka will coordinate directly with the IT Department and the Company's Chief Information Officer to ensure that appropriate technical measures are implemented. However, each custodian is independently responsible for preserving materials within their own possession, custody, or control and should not rely solely on IT-level preservation measures.
E. Contact Gregory Tanaka with Questions. If you have any questions about whether specific documents or data fall within the scope of this hold, contact Gregory Tanaka immediately:
Gregory Tanaka Vice President, Legal & Compliance Aurelius Media Americas Inc. Telephone Extension: 4207
Email: gtanaka@aureliusmedia.com
F. When in Doubt, Preserve. If you are uncertain whether a particular document, file, communication, or other item of information falls within the scope of this Litigation Hold, you must preserve it. Always err on the side of over-inclusion. It is far better to preserve materials that ultimately prove not to be relevant than to destroy materials that a court later determines should have been preserved.
VII. PENALTIES FOR NON-COMPLIANCE
You should be aware that the failure to comply with this Litigation Hold may result in severe and irreversible consequences for Aurelius Media Americas Inc., including but not limited to the following:
• Court-Imposed Sanctions. Courts have broad authority to impose sanctions on parties who fail to preserve relevant evidence, including the exclusion of evidence, the striking of pleadings, and the entry of default judgment.
• Adverse Inference Instructions. A court may instruct the jury that it should presume or may infer that documents or ESI that were destroyed or not preserved were unfavorable to AMA. Such an instruction can be devastating to a party's position at trial and can fundamentally alter the outcome of litigation.
• Monetary Penalties. Courts may impose substantial monetary penalties, including the payment of the opposing party's attorneys' fees and costs incurred as a result of spoliation of evidence.
In addition to the consequences to the Company, individuals who fail to comply with this Litigation Hold Notice may be subject to disciplinary action by AMA, up to and including termination of employment. The obligation to preserve evidence is both a legal duty and a condition of your continued employment with the Company. Every individual who receives this notice bears personal responsibility for ensuring that all potentially relevant materials within their possession, custody, or control are fully preserved.
The Company takes its preservation obligations with the utmost seriousness, and you are expected to do the same. If you become aware that any potentially relevant materials have been destroyed, altered, or lost — whether intentionally or inadvertently — you must report that fact to Gregory Tanaka immediately.
VIII. DURATION
This Litigation Hold will remain in effect until you receive written notice from the Legal & Compliance Department that the hold has been lifted, in whole or in part. You should not assume that this hold has been lifted or modified based on informal communications, the passage of time, the resolution of one or more of the matters described in Section II, or any other circumstance. Only a formal written notice from the Legal & Compliance Department will constitute a valid release of your preservation obligations under this hold.
You must continue to comply with this hold on an ongoing basis. This means that you must preserve not only materials that exist as of the date of this notice but also any new documents or ESI created or received after the date of this notice that fall within the scope described in Section III above.
If any of the following events occur, you must contact Gregory Tanaka immediately:
• You change positions, departments, or roles within AMA;
• You leave AMA's employment for any reason, including resignation, termination, retirement, or transfer;
• You become aware of additional sources of potentially relevant documents or ESI that are not addressed by this notice;
• You become aware that potentially relevant materials may have been destroyed, altered, or lost; or
• You receive any communication from any third party (including opposing counsel, government agencies, or any other person or entity) relating to any of the matters described in Section II above.
IX. ACKNOWLEDGMENT AND CLOSING INSTRUCTIONS
Please acknowledge your receipt of this Litigation Hold Notice by taking one of the following actions within three (3) business days of receipt:
(a) Sign and return the attached Litigation Hold Acknowledgment Form (Document 4 / Acknowledgment Template) to Gregory Tanaka via interoffice mail or hand delivery; or
(b) Send an email to Gregory Tanaka at gtanaka@aureliusmedia.com confirming that you have received this notice, that you have read and understand your obligations under this Litigation Hold, and that you will comply with all of its terms.
Your acknowledgment will be retained by the Legal & Compliance Department as part of the Company's litigation hold compliance records.
If you have any questions about this notice, your obligations, or the scope of the materials to be preserved, please do not hesitate to contact:
Gregory Tanaka Vice President, Legal & Compliance Aurelius Media Americas Inc. 8500 Sunset Boulevard, Suite 1400 West Hollywood, California 90069 Telephone Extension: 4207
Email: gtanaka@aureliusmedia.com
Thank you for your prompt attention to this matter. Your cooperation and diligence in preserving all potentially relevant documents and information is essential to the Company's ability to meet its legal obligations and to defend its interests in these proceedings.
[END OF LITIGATION HOLD NOTICE]
[Prepared by Calderwood & Harkness LLP for issuance by AMA in-house legal]
C&H Matter No. 1017-00004