ocg-compliance-confirmation.docx

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

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CALDERWOOD & HARKNESS LLP 777 South Flower Street, Suite 4200 Los Angeles, California 90017 Telephone: (213) 555-7800 Facsimile: (213) 555-7801 www.calderwoodharkness.com

November 4, 2022

VIA EMAIL

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

Re: Outside Counsel Guidelines — Compliance Confirmation C&H Matter No.: 1017-00004

Dear Mr. Tanaka:

Thank you for providing Calderwood & Harkness LLP ("C&H" or the "Firm") with the Outside Counsel Guidelines (the "OCGs") of Aurelius Media Americas Inc. ("AMA"), dated March 15, 2021, as well as the supplementary appendices thereto. We have carefully reviewed the OCGs in their entirety and write to confirm that the Firm will comply with the OCGs in connection with our engagement on C&H Matter No. 1017-00004. As you are aware, this engagement encompasses the defense of Fuentes v. Aurelius Media Americas Inc., Los Angeles Superior Court Case No. 22STCV38214 (a putative wage-and-hour class action), and the related anticipated litigation involving former Senior Vice President Gavin Aldrich (collectively, the "Matters"). Our compliance with the OCGs is subject to the clarifications and confirmations set forth below, which we believe are consistent with the spirit and purpose of the OCGs and with our discussions during the engagement-intake process.

1. Staffing (OCG Section 4.3)

We acknowledge and understand that Section 4.3 of the OCGs requires that outside counsel obtain advance written approval from AMA's designated legal contact before assigning more than four timekeepers to any single matter. We appreciate the rationale underlying this requirement, including the goals of ensuring cost predictability, minimizing duplicative effort, and maintaining a manageable and efficient engagement team.

We wish to bring to your attention, however, the complexity and dual-track nature of this engagement. As discussed during our initial intake meeting on October 18, 2022, the Matters involve two distinct but related proceedings. The first is the Fuentes class action, a putative wage-and-hour class action brought on behalf of approximately 1,850 non-exempt production-support employees of AMA, asserting claims under the California Labor Code and applicable Industrial Welfare Commission wage orders. The second is the anticipated individual action by former SVP Gavin Aldrich, who has, through counsel, communicated his intention to challenge the enforceability of certain post-employment restrictive covenants contained in his executive employment agreement and to contest the characterization of his separation as a termination "for cause" under the terms of that agreement. Both proceedings will require sustained and, at times, overlapping attention, particularly with respect to discovery coordination and the management of potentially inconsistent factual narratives.

Consistent with the engagement letter dated October 24, 2022, as countersigned by your office, the following four attorneys have been assigned to the Matters:

• Renata Vasquez, Partner — Responsible Attorney, with primary day-to-day oversight of both the class action defense and the executive dispute.

• Bernard Crawford, Partner — Billing Attorney, with supervisory responsibility for engagement administration, billing, and compliance with the OCGs.

• Devon Archer, Senior Associate — Lead Associate, responsible for managing discovery, drafting dispositive and class certification briefing, and coordinating with expert witnesses.

• Nadia Petrov, Associate — Working Associate, responsible for document review, legal research, and preparation of witness outlines and deposition materials.

In addition to these four attorneys, we anticipate the need for one paralegal to support the team with document management, cite-checking, court filings, and coordination with the e-discovery vendor referenced in Section 2 below. We understand that, for purposes of OCG Section 4.3, a paralegal is counted as a timekeeper, and we therefore wish to note this anticipated addition for your records.

We commit to seeking your advance written approval before assigning any additional timekeepers beyond this five-person staffing complement (four attorneys and one paralegal). Should the scope or complexity of either proceeding necessitate additional resources — for example, if the class action proceeds to trial or if the Aldrich matter escalates into formal litigation requiring separate briefing — we will promptly notify you and provide a written request detailing the proposed addition, the anticipated role and billing rate of each new timekeeper, and the expected duration of their involvement.

2. Expense Pre-Approval (OCG Section 5.1)

We confirm our commitment to complying with the expense pre-approval requirements set forth in Section 5.1 of the OCGs. Specifically, we will seek your advance written approval before incurring any individual expense item in excess of the $5,000 threshold established by the OCGs.

We wish to flag at this early stage, however, that certain categories of expenses associated with the Matters are reasonably expected to require engagement commitments that will exceed the $5,000 threshold at the outset of the retention, rather than on a per-invoice or per-item basis. These categories include the following:

Expert Witness Engagements. Given the nature of the claims asserted in the Fuentes class action, we anticipate the need to retain at least two defense experts: (a) an industrial/organizational expert to opine on job classification, task analysis, and the individualized nature of the duties performed by members of the putative class, and (b) an economics and damages expert to analyze and, where appropriate, challenge the plaintiffs' damages model, including any statistical sampling methodology proposed by class counsel. Each of these retentions will likely involve initial engagement fees and hourly rates that, in the aggregate, will exceed the $5,000 threshold.

E-discovery Vendor Charges. We have engaged Marlowe Asset Management Litigation Technology Inc. ("Marlowe Asset Management") as the e-discovery vendor for the Matters, subject to your approval. Marlowe Asset Management will provide document processing, hosting, review-platform licensing, and production services. Based on our preliminary assessment, the Matters will involve the processing and hosting of approximately 150,000 documents sourced from AMA's human resources information systems, payroll records, timekeeping databases, and the email accounts of key custodians. The initial processing and hosting fees for a collection of this size will exceed the $5,000 threshold at the point of engagement.

To facilitate the pre-approval process, we commit to providing you with itemized estimated budgets for each of the foregoing expense categories before finalizing any retention or engagement. These budget estimates will include, at a minimum, the identity of the proposed vendor or expert, the scope of the anticipated engagement, the fee structure (whether hourly, fixed-fee, or blended), and the estimated total cost through the anticipated conclusion of the applicable proceeding. We will also report actual expenses in each monthly invoice, with line-item detail sufficient to permit comparison against the pre-approved budget, and we will promptly notify you if actual expenses are trending materially above the approved estimates.

3. Monthly Reporting (OCG Section 6.2)

We confirm that, in accordance with Section 6.2 of the OCGs, we will provide monthly status reports to accompany each invoice submitted to AMA. Each monthly status report will summarize the following:

• Key Developments: A narrative summary of significant developments in both the Fuentes class action and the Aldrich executive dispute during the applicable reporting period, including court rulings, discovery milestones, settlement communications, and any material changes in litigation posture or risk assessment.

• Hours Incurred by Timekeeper: A breakdown of hours billed during the reporting period, organized by individual timekeeper, with a brief description of the principal tasks performed by each.

• Expenses Incurred: An itemized accounting of all expenses incurred during the reporting period, including vendor charges, filing fees, travel costs, and any other disbursements, with notation of whether each item falls within a previously pre-approved budget.

• Upcoming Milestones: A forward-looking summary of anticipated deadlines, hearings, depositions, and other key events in the next thirty to sixty days, together with any action items requiring AMA's input or authorization.

In addition to the monthly status reports described above, we commit to providing quarterly strategic updates at your convenience. These quarterly updates will offer a higher-level assessment of litigation strategy, risk exposure, and recommended courses of action, and may be delivered in either written memorandum format or via conference call, at AMA's preference. We are happy to coordinate the scheduling and format of these quarterly updates with your office and with the office of the General Counsel of Aurelius Global Media Group ("AGMG") as appropriate.

4. Settlement Authority (OCG Section 7.4)

We confirm, without reservation, that Calderwood & Harkness LLP will not enter into any settlement agreement, consent to any judgment, make any binding commitment, or authorize any disposition of claims on behalf of AMA without the prior written authorization of AMA's designated decision-maker or decision-makers, as specified in the OCGs and as further described below.

Based on our discussions and the information provided during the engagement-intake process, we understand the applicable approval chain to be as follows:

• Any proposed settlement or binding commitment must be approved in writing by both Gregory Tanaka, Vice President, Legal & Compliance of AMA, and Philippa Cartwright, General Counsel of AGMG.

• For any proposed settlement or binding commitment involving aggregate consideration (whether monetary or non-monetary) exceeding $5,000,000, additional approval is required from Jonathan Mercer, President of AMA, and from the Audit and Risk Committee of the AGMG Board of Directors.

We will ensure that all members of the engagement team are aware of these approval requirements and that no settlement discussions progress to the point of a binding offer or commitment without first securing the requisite authorizations through the chain described above. We will provide you and Ms. Cartwright with prompt written notice of any settlement demand, mediation proposal, or judicial settlement conference order, together with our analysis and recommendation, in sufficient time to permit informed decision-making.

5. Diversity (OCG Section 8.1)

We are pleased to confirm that the engagement team assigned to the Matters meets the diversity requirements set forth in Section 8.1 of the OCGs. Of the four attorneys currently assigned to the Matters, three self-identify as members of underrepresented groups, as that term is defined in the OCGs. Calderwood & Harkness LLP is committed to fostering diversity, equity, and inclusion across all of its client engagements, and we are proud that the composition of this engagement team reflects both the Firm's values and AMA's expectations. Should AMA require additional detail regarding the Firm's diversity metrics or reporting, we are happy to provide such information in the format specified by the OCGs or as otherwise requested.

We trust that the foregoing clarifications and confirmations are responsive to the requirements of the OCGs and consistent with the expectations of AMA and AGMG. Should you have any questions regarding any of the matters addressed in this letter, or should you wish to discuss any aspect of our compliance undertakings in greater detail, please do not hesitate to contact me directly at (213) 555-7824 or at bcrawford@calderwoodharkness.com. We are, of course, available to meet in person or by videoconference at your convenience.

Absent further discussion or objection from your office, this letter shall serve as Calderwood & Harkness LLP's formal confirmation of compliance with the Outside Counsel Guidelines of Aurelius Media Americas Inc., dated March 15, 2021, in connection with C&H Matter No. 1017-00004.

We appreciate the confidence that Aurelius Media Americas Inc. has placed in our Firm, and we look forward to working closely with you and your team on this engagement.

Sincerely,

CALDERWOOD & HARKNESS LLP

By: ________

Bernard Crawford Partner

cc: Philippa Cartwright, General Counsel, AGMG

Renata Vasquez, Partner, Calderwood & Harkness LLP (file copy)

CALDERWOOD & HARKNESS LLP 777 South Flower Street, Suite 4200 Los Angeles, California 90017 Telephone: (213) 555-7800 Facsimile: (213) 555-7801 www.calderwoodharkness.com
November 4, 2022
VIA EMAIL
Mr. Gregory Tanaka Vice President, Legal & Compliance Aurelius Media Americas Inc. 8500 Sunset Boulevard, Suite 1400 West Hollywood, California 90069
Re: Outside Counsel Guidelines — Compliance Confirmation C&H Matter No.: 1017-00004
Dear Mr. Tanaka:
Thank you for providing Calderwood & Harkness LLP ("C&H" or the "Firm") with the Outside Counsel Guidelines (the "OCGs") of Aurelius Media Americas Inc. ("AMA"), dated March 15, 2021, as well as the supplementary appendices thereto. We have carefully reviewed the OCGs in their entirety and write to confirm that the Firm will comply with the OCGs in connection with our engagement on C&H Matter No. 1017-00004. As you are aware, this engagement encompasses the defense of Fuentes v. Aurelius Media Americas Inc., Los Angeles Superior Court Case No. 22STCV38214 (a putative wage-and-hour class action), and the related anticipated litigation involving former Senior Vice President Gavin Aldrich (collectively, the "Matters"). Our compliance with the OCGs is subject to the clarifications and confirmations set forth below, which we believe are consistent with the spirit and purpose of the OCGs and with our discussions during the engagement-intake process.
1. Staffing (OCG Section 4.3)
We acknowledge and understand that Section 4.3 of the OCGs requires that outside counsel obtain advance written approval from AMA's designated legal contact before assigning more than four timekeepers to any single matter. We appreciate the rationale underlying this requirement, including the goals of ensuring cost predictability, minimizing duplicative effort, and maintaining a manageable and efficient engagement team.
We wish to bring to your attention, however, the complexity and dual-track nature of this engagement. As discussed during our initial intake meeting on October 18, 2022, the Matters involve two distinct but related proceedings. The first is the Fuentes class action, a putative wage-and-hour class action brought on behalf of approximately 1,850 non-exempt production-support employees of AMA, asserting claims under the California Labor Code and applicable Industrial Welfare Commission wage orders. The second is the anticipated individual action by former SVP Gavin Aldrich, who has, through counsel, communicated his intention to challenge the enforceability of certain post-employment restrictive covenants contained in his executive employment agreement and to contest the characterization of his separation as a termination "for cause" under the terms of that agreement. Both proceedings will require sustained and, at times, overlapping attention, particularly with respect to discovery coordination and the management of potentially inconsistent factual narratives.
Consistent with the engagement letter dated October 24, 2022, as countersigned by your office, the following four attorneys have been assigned to the Matters:
• Renata Vasquez, Partner — Responsible Attorney, with primary day-to-day oversight of both the class action defense and the executive dispute.
• Bernard Crawford, Partner — Billing Attorney, with supervisory responsibility for engagement administration, billing, and compliance with the OCGs.
• Devon Archer, Senior Associate — Lead Associate, responsible for managing discovery, drafting dispositive and class certification briefing, and coordinating with expert witnesses.
• Nadia Petrov, Associate — Working Associate, responsible for document review, legal research, and preparation of witness outlines and deposition materials.
In addition to these four attorneys, we anticipate the need for one paralegal to support the team with document management, cite-checking, court filings, and coordination with the e-discovery vendor referenced in Section 2 below. We understand that, for purposes of OCG Section 4.3, a paralegal is counted as a timekeeper, and we therefore wish to note this anticipated addition for your records.
We commit to seeking your advance written approval before assigning any additional timekeepers beyond this five-person staffing complement (four attorneys and one paralegal). Should the scope or complexity of either proceeding necessitate additional resources — for example, if the class action proceeds to trial or if the Aldrich matter escalates into formal litigation requiring separate briefing — we will promptly notify you and provide a written request detailing the proposed addition, the anticipated role and billing rate of each new timekeeper, and the expected duration of their involvement.
2. Expense Pre-Approval (OCG Section 5.1)
We confirm our commitment to complying with the expense pre-approval requirements set forth in Section 5.1 of the OCGs. Specifically, we will seek your advance written approval before incurring any individual expense item in excess of the $5,000 threshold established by the OCGs.
We wish to flag at this early stage, however, that certain categories of expenses associated with the Matters are reasonably expected to require engagement commitments that will exceed the $5,000 threshold at the outset of the retention, rather than on a per-invoice or per-item basis. These categories include the following:
Expert Witness Engagements. Given the nature of the claims asserted in the Fuentes class action, we anticipate the need to retain at least two defense experts: (a) an industrial/organizational expert to opine on job classification, task analysis, and the individualized nature of the duties performed by members of the putative class, and (b) an economics and damages expert to analyze and, where appropriate, challenge the plaintiffs' damages model, including any statistical sampling methodology proposed by class counsel. Each of these retentions will likely involve initial engagement fees and hourly rates that, in the aggregate, will exceed the $5,000 threshold.
E-discovery Vendor Charges. We have engaged Marlowe Asset Management Litigation Technology Inc. ("Marlowe Asset Management") as the e-discovery vendor for the Matters, subject to your approval. Marlowe Asset Management will provide document processing, hosting, review-platform licensing, and production services. Based on our preliminary assessment, the Matters will involve the processing and hosting of approximately 150,000 documents sourced from AMA's human resources information systems, payroll records, timekeeping databases, and the email accounts of key custodians. The initial processing and hosting fees for a collection of this size will exceed the $5,000 threshold at the point of engagement.
To facilitate the pre-approval process, we commit to providing you with itemized estimated budgets for each of the foregoing expense categories before finalizing any retention or engagement. These budget estimates will include, at a minimum, the identity of the proposed vendor or expert, the scope of the anticipated engagement, the fee structure (whether hourly, fixed-fee, or blended), and the estimated total cost through the anticipated conclusion of the applicable proceeding. We will also report actual expenses in each monthly invoice, with line-item detail sufficient to permit comparison against the pre-approved budget, and we will promptly notify you if actual expenses are trending materially above the approved estimates.
3. Monthly Reporting (OCG Section 6.2)
We confirm that, in accordance with Section 6.2 of the OCGs, we will provide monthly status reports to accompany each invoice submitted to AMA. Each monthly status report will summarize the following:
• Key Developments: A narrative summary of significant developments in both the Fuentes class action and the Aldrich executive dispute during the applicable reporting period, including court rulings, discovery milestones, settlement communications, and any material changes in litigation posture or risk assessment.
• Hours Incurred by Timekeeper: A breakdown of hours billed during the reporting period, organized by individual timekeeper, with a brief description of the principal tasks performed by each.
• Expenses Incurred: An itemized accounting of all expenses incurred during the reporting period, including vendor charges, filing fees, travel costs, and any other disbursements, with notation of whether each item falls within a previously pre-approved budget.
• Upcoming Milestones: A forward-looking summary of anticipated deadlines, hearings, depositions, and other key events in the next thirty to sixty days, together with any action items requiring AMA's input or authorization.
In addition to the monthly status reports described above, we commit to providing quarterly strategic updates at your convenience. These quarterly updates will offer a higher-level assessment of litigation strategy, risk exposure, and recommended courses of action, and may be delivered in either written memorandum format or via conference call, at AMA's preference. We are happy to coordinate the scheduling and format of these quarterly updates with your office and with the office of the General Counsel of Aurelius Global Media Group ("AGMG") as appropriate.
4. Settlement Authority (OCG Section 7.4)
We confirm, without reservation, that Calderwood & Harkness LLP will not enter into any settlement agreement, consent to any judgment, make any binding commitment, or authorize any disposition of claims on behalf of AMA without the prior written authorization of AMA's designated decision-maker or decision-makers, as specified in the OCGs and as further described below.
Based on our discussions and the information provided during the engagement-intake process, we understand the applicable approval chain to be as follows:
• Any proposed settlement or binding commitment must be approved in writing by both Gregory Tanaka, Vice President, Legal & Compliance of AMA, and Philippa Cartwright, General Counsel of AGMG.
• For any proposed settlement or binding commitment involving aggregate consideration (whether monetary or non-monetary) exceeding $5,000,000, additional approval is required from Jonathan Mercer, President of AMA, and from the Audit and Risk Committee of the AGMG Board of Directors.
We will ensure that all members of the engagement team are aware of these approval requirements and that no settlement discussions progress to the point of a binding offer or commitment without first securing the requisite authorizations through the chain described above. We will provide you and Ms. Cartwright with prompt written notice of any settlement demand, mediation proposal, or judicial settlement conference order, together with our analysis and recommendation, in sufficient time to permit informed decision-making.
5. Diversity (OCG Section 8.1)
We are pleased to confirm that the engagement team assigned to the Matters meets the diversity requirements set forth in Section 8.1 of the OCGs. Of the four attorneys currently assigned to the Matters, three self-identify as members of underrepresented groups, as that term is defined in the OCGs. Calderwood & Harkness LLP is committed to fostering diversity, equity, and inclusion across all of its client engagements, and we are proud that the composition of this engagement team reflects both the Firm's values and AMA's expectations. Should AMA require additional detail regarding the Firm's diversity metrics or reporting, we are happy to provide such information in the format specified by the OCGs or as otherwise requested.
We trust that the foregoing clarifications and confirmations are responsive to the requirements of the OCGs and consistent with the expectations of AMA and AGMG. Should you have any questions regarding any of the matters addressed in this letter, or should you wish to discuss any aspect of our compliance undertakings in greater detail, please do not hesitate to contact me directly at (213) 555-7824 or at bcrawford@calderwoodharkness.com. We are, of course, available to meet in person or by videoconference at your convenience.
Absent further discussion or objection from your office, this letter shall serve as Calderwood & Harkness LLP's formal confirmation of compliance with the Outside Counsel Guidelines of Aurelius Media Americas Inc., dated March 15, 2021, in connection with C&H Matter No. 1017-00004.
We appreciate the confidence that Aurelius Media Americas Inc. has placed in our Firm, and we look forward to working closely with you and your team on this engagement.
Sincerely,
CALDERWOOD & HARKNESS LLP
By: ________
Bernard Crawford Partner
cc: Philippa Cartwright, General Counsel, AGMG
Renata Vasquez, Partner, Calderwood & Harkness LLP (file copy)

VIA EMAIL

CALDERWOOD & HARKNESS LLP

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