1017-00004 · Entities. Aurelius Global Media Group · Mediation & Settlement/Aldrich

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SETTLEMENT AGREEMENT AND MUTUAL RELEASE

Execution Version

January 19, 2024

This Settlement Agreement and Mutual Release (this "Agreement") is entered into as of January 19, 2024 (the "Effective Date"), by and between:

AURELIUS MEDIA AMERICAS INC. ("AMA" or the "Company"), a corporation organized and existing under the laws of the State of Delaware, qualified to do business in the State of California, with its principal office located at 8500 Sunset Boulevard, Suite 1400, West Hollywood, California 90069;

and

GAVIN ALDRICH ("Aldrich" or "Executive"), an individual residing at 1140 Tower Road, Beverly Hills, California 90210.

AMA and Aldrich are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

This Agreement is made with reference to the following facts and circumstances, and in connection with the resolution of the litigation captioned Aldrich v. Aurelius Media Americas Inc., Superior Court of the State of California, County of Los Angeles — Central District, Case No. 22STCV41087, assigned to the Honorable Catherine Villanueva, Department 52, including the Cross-Complaint captioned Aurelius Media Americas Inc. v. Gavin Aldrich, filed under the same Case Number (collectively, the "Litigation").

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RECITALS

WHEREAS:

A. Employment Relationship. Aldrich was employed by AMA in the position of Senior Vice President of Original Content & Executive Producer from September 5, 2017 through October 14, 2022. Aldrich's employment with AMA was governed by that certain Employment Agreement dated September 5, 2017, by and between AMA and Aldrich, as amended by that certain First Amendment to Employment Agreement dated August 1, 2020 (collectively, the "Employment Agreement"). AMA is a wholly owned subsidiary of Aurelius Global Media Group PLC ("AGMG"), a public limited company organized under the laws of England and Wales (Companies House Registration No. 08412667), whose ordinary shares are listed on the London Stock Exchange under the ticker symbol LSE: AGMG. Throughout Aldrich's tenure with AMA, Aldrich reported to AMA's President, Jonathan Mercer, and served in a senior leadership capacity with significant responsibilities for the development, production, and oversight of AMA's original unscripted and reality television content portfolio.

B. Termination. AMA terminated Aldrich's employment effective October 14, 2022. AMA designated the termination as "for cause" pursuant to Section 7.2(b) of the Employment Agreement. AMA's stated bases for the "for cause" determination were: (i) material violation of AMA's Acceptable Use and Confidentiality Policy, including but not limited to the unauthorized transmission of proprietary information — including show format bibles, pilot development materials, revenue projections, and talent compensation data — from AMA's corporate systems to Aldrich's personal email account (galdrich.private@Northgate Software.com) and to a third-party entity, Halcyon Creek Productions LLC; and (ii) insubordination in connection with Aldrich's refusal to comply with a direct instruction from AMA's President, Jonathan Mercer, regarding the restructuring of certain production team assignments in or about September 2022. Aldrich disputes the "for cause" designation in its entirety and contends that the termination was pretextual and retaliatory, undertaken in response to Aldrich's internal complaints regarding AMA's production practices and budgetary irregularities, and that the cited grounds were manufactured or exaggerated to deprive Aldrich of contractual severance benefits and other entitlements.

C. The Litigation. On December 9, 2022, Aldrich filed a Complaint against AMA in the Superior Court of the State of California, County of Los Angeles — Central District, assigned Case No. 22STCV41087 (the "Complaint"), asserting claims for: (1) Wrongful Termination in Violation of Public Policy; (2) Breach of Contract; (3) Breach of the Implied Covenant of Good Faith and Fair Dealing; (4) Declaratory Relief regarding the enforceability of restrictive covenant provisions contained in the Employment Agreement under California Business and Professions Code Section 16600; and (5) Violation of California Labor Code Section 2802 (failure to reimburse necessary business expenses). On January 20, 2023, AMA filed a Cross-Complaint against Aldrich (the "Cross-Complaint") in the same action, asserting claims for: (1) Breach of the Employment Agreement (Sections 9.1, 9.2, 9.3, and 9.4); (2) Misappropriation of Trade Secrets pursuant to the California Uniform Trade Secrets Act, California Civil Code Section 3426 et seq. ("CUTSA"); (3) Breach of Fiduciary Duty; and (4) Conversion. In the Litigation, Aldrich is represented by Whitfield & Associates (Cameron Whitfield, Principal; Julia Nazarian, Associate), with offices at 9465 Wilshire Boulevard, Suite 320, Beverly Hills, California 90212. AMA is represented by Calderwood & Harkness LLP (Renata Vasquez, Partner; Devon Archer, Senior Associate), with offices at 777 South Flower Street, Suite 4200, Los Angeles, California 90017. The Parties have engaged in extensive discovery in the Litigation, including the exchange of written discovery, the production of documents, and the deposition of multiple fact witnesses.

D. Mediation. The Parties participated in a full-day mediation session on December 8, 2023, before the Honorable Patricia Okoro (Ret.) of Westpark Dispute Resolution Inc., located at 1925 Century Park East, Suite 1700, Los Angeles, California 90067. The Parties reached agreement on the material terms set forth herein during and following said mediation, and the mediator's proposal was accepted by both Parties on December 12, 2023. The Parties thereafter negotiated the specific terms and provisions of this Agreement through their respective counsel.

E. Restrictive Covenant Provisions. The Employment Agreement contains restrictive covenant provisions in Section 9, including: Section 9.1 (Non-Competition, prohibiting Aldrich from working for any "Competing Enterprise" for a period of eighteen (18) months following termination); Section 9.2 (Non-Solicitation of Employees, prohibiting Aldrich from soliciting AMA employees for a period of twenty-four (24) months following termination); Section 9.3 (Non-Solicitation of Business Relationships, prohibiting Aldrich from soliciting AMA's network, platform, and advertiser clients for a period of twenty-four (24) months following termination); and Section 9.4 (Confidentiality, imposing an indefinite obligation of non-disclosure with respect to Confidential Information). These provisions are collectively referred to herein as the "Restrictive Covenant Provisions." Aldrich contends that Section 9.1 is void and unenforceable under California Business and Professions Code Section 16600 and related California case law. The Parties desire to modify certain of the Restrictive Covenant Provisions as part of this Agreement, as more particularly described in Section 6 hereof.

F. Equity Awards. During his employment with AMA, Aldrich was granted a total of forty-two thousand five hundred (42,500) restricted stock units ("RSUs") of AGMG common shares, pursuant to AGMG's equity compensation plan and the applicable award agreements. As of Aldrich's termination date of October 14, 2022, fifteen thousand three hundred (15,300) RSUs remained unvested, subject to the terms of the applicable award agreements and the equity compensation plan. The Parties desire to resolve the treatment of Aldrich's unvested RSUs as part of this Agreement, as more particularly described in Section 3 hereof.

G. Desire to Resolve. The Parties desire to fully, finally, and completely resolve all claims, disputes, and controversies between them, including without limitation all claims and cross-claims asserted in the Litigation (Case No. 22STCV41087), all disputes relating to Aldrich's employment with AMA and the termination thereof, and all disputes relating to the Employment Agreement and the Restrictive Covenant Provisions, without admission of liability, wrongdoing, or fault by either Party. This Agreement is a compromise of disputed claims and shall not be construed as an admission of liability, wrongdoing, or fault by either Party.

NOW, THEREFORE, in consideration of the mutual covenants, promises, and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

SECTION 1 — DEFINITIONS

As used in this Agreement, the following terms shall have the meanings set forth below, unless the context clearly requires otherwise:

1.1 "Effective Date" means the date this Agreement is executed by both Parties, which date is January 19, 2024, subject to the expiration of the Revocation Period described in Section 13 without revocation by Aldrich.

1.2 "Employment Agreement" means the Employment Agreement dated September 5, 2017, by and between AMA and Aldrich, as amended by that certain First Amendment to Employment Agreement dated August 1, 2020, including all schedules, exhibits, and attachments thereto.

1.3 "Litigation" means the consolidated action captioned Aldrich v. Aurelius Media Americas Inc. and Aurelius Media Americas Inc. v. Gavin Aldrich, Case No. 22STCV41087, filed in the Superior Court of the State of California, County of Los Angeles — Central District, including the Complaint filed by Aldrich and the Cross-Complaint filed by AMA.

1.4 "AGMG" means Aurelius Global Media Group PLC, a public limited company organized under the laws of England and Wales (Companies House Registration No. 08412667), listed on the London Stock Exchange (LSE: AGMG), and the parent company of AMA.

1.5 "AMA Released Parties" has the meaning set forth in Section 4(a) of this Agreement.

1.6 "Aldrich Released Parties" has the meaning set forth in Section 4(b) of this Agreement.

1.7 "RSUs" means the restricted stock units of AGMG common shares granted to Aldrich during his employment with AMA, as described in Recital F and Section 3 of this Agreement.

1.8 "Confidential Information" has the meaning ascribed to such term in Section 9.4 of the Employment Agreement, including without limitation proprietary content, show formats, pilot development materials, revenue data, audience analytics, talent agreements, production budgets, and all information designated as confidential by AMA or AGMG.

1.9 "Settlement Payment" means the payment described in Section 2(a) of this Agreement.

1.10 "Restrictive Covenant Provisions" means Sections 9.1, 9.2, 9.3, and 9.4 of the Employment Agreement, as modified by Section 6 of this Agreement.

1.11 "Revocation Period" has the meaning set forth in Section 13 of this Agreement.

SECTION 2 — SETTLEMENT CONSIDERATION

2(a) Settlement Payment.

In consideration of the mutual releases, covenants, and agreements set forth in this Agreement, AMA shall pay to Aldrich a total lump sum of Two Million Three Hundred Fifty Thousand Dollars and No Cents ($2,350,000.00) (the "Settlement Payment"). The Settlement Payment shall be made within twenty-one (21) calendar days following the Effective Date (and, for the avoidance of doubt, following the expiration of the Revocation Period described in Section 13 without revocation by Aldrich). Payment shall be made by wire transfer of immediately available funds to a bank account designated by Aldrich in writing, pursuant to the wire transfer instructions to be provided by Aldrich to AMA's counsel (Calderwood & Harkness LLP, attention Renata Vasquez) within five (5) business days of the Effective Date, in the form attached hereto as Exhibit A (or in such other form as AMA may reasonably require). The Settlement Payment shall be in full and complete satisfaction of all claims, demands, and causes of action of any kind or nature whatsoever that Aldrich has or may have against AMA or any of the AMA Released Parties arising from, relating to, or in any way connected with Aldrich's employment with AMA, the termination of such employment, the Employment Agreement, and the Litigation.

2(b) Tax Allocation.

The Settlement Payment shall be allocated for tax reporting purposes as follows:

(i) Forty-five percent (45%) of the Settlement Payment — One Million Fifty-Seven Thousand Five Hundred Dollars and No Cents ($1,057,500.00) — shall be allocated as wages (representing back pay and severance equivalent), and shall be subject to all applicable federal, state, and local income tax withholding, and to withholding for the employee's share of Federal Insurance Contributions Act ("FICA") taxes (Social Security and Medicare). This portion of the Settlement Payment shall be reported by AMA on IRS Form W-2 (or the applicable equivalent) for tax year 2024.

(ii) Fifty-five percent (55%) of the Settlement Payment — One Million Two Hundred Ninety-Two Thousand Five Hundred Dollars and No Cents ($1,292,500.00) — shall be allocated as non-wage damages (representing emotional distress damages, general settlement consideration, and non-economic damages), and shall not be subject to employment tax withholding. This portion of the Settlement Payment shall be reported by AMA on IRS Form 1099-MISC (or the applicable equivalent) for tax year 2024.

AMA shall be responsible for withholding and remitting the employer's share of payroll taxes (including the employer's share of FICA taxes and applicable federal and state unemployment insurance contributions) on the wage component of the Settlement Payment as described in clause (i) above. AMA shall remit all withheld amounts to the appropriate taxing authorities in a timely manner and in accordance with applicable law.

Aldrich shall be solely responsible for any and all tax obligations arising from the Settlement Payment, including without limitation any federal, state, or local income taxes, self-employment taxes, penalties, or interest assessed by any taxing authority with respect to the Settlement Payment or any portion thereof. Both Parties agree to report the Settlement Payment consistently with the allocation set forth in this Section 2(b) for all federal, state, and local tax purposes. Neither Party shall take a position on any tax return or in any tax proceeding that is inconsistent with the allocation set forth herein, unless required to do so by a final determination of a court of competent jurisdiction or by a settlement with a taxing authority.

2(c) No Other Payments.

Except as expressly provided in this Agreement (including the RSU acceleration described in Section 3 hereof), AMA shall have no further obligation to pay Aldrich any wages, salary, severance, bonus, commission, vacation pay, paid time off, expense reimbursement, benefits, equity compensation, deferred compensation, or other amounts or consideration of any kind. For the avoidance of doubt, the Settlement Payment is inclusive of and intended to encompass any and all amounts that might otherwise be owed, claimed, or due to Aldrich, including without limitation:

(i) Severance benefits under Section 7.3 of the Employment Agreement, which would have provided for a lump-sum severance payment of Nine Hundred Seventy Thousand Dollars ($970,000.00), representing twenty-four (24) months of Aldrich's base salary of Four Hundred Eighty-Five Thousand Dollars ($485,000.00) per year, had Aldrich been terminated without cause;

(ii) Any pro-rata bonus for fiscal year 2022, including any bonus that Aldrich contends would have been earned had his employment continued through the end of the fiscal year;

(iii) Any COBRA premium subsidy or continuation of health, dental, vision, or other insurance benefits;

(iv) Any expense reimbursement under California Labor Code Section 2802 or otherwise, including the claimed amount of Twenty-Eight Thousand Four Hundred Dollars ($28,400.00) for unreimbursed business expenses asserted in Aldrich's Complaint; and

(v) Any other contractual, statutory, or equitable entitlement of any kind, whether or not specifically enumerated herein.

2(d) Tax Indemnification.

Each Party shall indemnify, defend, and hold harmless the other Party and such other Party's respective heirs, executors, administrators, successors, assigns, officers, directors, employees, agents, and attorneys from and against any and all claims, demands, deficiencies, penalties, interest, assessments, executions, judgments, or other liability of any kind (including reasonable attorneys' fees and costs) arising from or attributable to such indemnifying Party's failure to comply with its tax obligations under this Agreement or from a determination by any federal, state, or local taxing authority that the allocation of the Settlement Payment set forth in Section 2(b) is incorrect, to the extent that such determination is attributable to such indemnifying Party's actions, omissions, or tax reporting positions. AMA makes no representations or warranties regarding the tax treatment or tax consequences of the Settlement Payment or any portion thereof, and Aldrich acknowledges and agrees that he has been advised to consult with, and has had the opportunity to consult with, his own independent tax advisor regarding the federal, state, and local tax consequences of the Settlement Payment and this Agreement. Aldrich acknowledges that AMA has not provided him with any tax advice in connection with this Agreement and that AMA shall not be liable for any tax consequences to Aldrich arising from the Settlement Payment or any other consideration provided under this Agreement.

SECTION 3 — RESTRICTED STOCK UNITS

3(a) Acceleration. In further consideration of the mutual releases, covenants, and agreements set forth in this Agreement, AMA shall use commercially reasonable efforts to cause AGMG to accelerate the vesting of Ten Thousand Two Hundred (10,200) of Aldrich's Fifteen Thousand Three Hundred (15,300) unvested RSUs. Vesting of the 10,200 RSUs shall occur upon the later of: (i) the Effective Date of this Agreement (subject to expiration of the Revocation Period without revocation) and (ii) the date of filing of the Stipulation for Dismissal with Prejudice described in Section 5 of this Agreement. Upon vesting, the 10,200 RSUs shall be settled in accordance with the terms of AGMG's equity compensation plan (including any applicable holding period or blackout restrictions), and the underlying AGMG common shares shall be delivered to Aldrich's brokerage account on file with AGMG's equity compensation plan administrator.

Tax withholding obligations arising from the RSU acceleration shall be handled by AGMG through its equity compensation plan administrator, in accordance with applicable law and the terms of the equity compensation plan. The fair market value of the RSUs at the time of vesting shall be treated as ordinary income to Aldrich and shall be reported on IRS Form W-2 (or the applicable equivalent, depending on the plan structure and applicable tax jurisdiction). Aldrich shall be solely responsible for any tax obligations arising from the RSU acceleration, including any additional income taxes, capital gains taxes, or other taxes that may become due upon the vesting, settlement, or subsequent sale of the underlying shares.

AMA shall coordinate with AGMG's Chief Financial Officer, Malcolm Dunmore, and AGMG's equity compensation team to ensure the timely and accurate processing of the RSU acceleration contemplated by this Section 3(a). AMA represents and warrants that it will use commercially reasonable efforts to cause AGMG to effectuate the RSU acceleration within a commercially reasonable time following satisfaction of the conditions set forth in this Section 3(a), and in no event later than thirty (30) calendar days following the date on which both conditions described in clauses (i) and (ii) above have been satisfied.

3(b) Forfeiture. Aldrich hereby irrevocably and unconditionally forfeits any and all rights, title, and interest in and to the remaining Five Thousand One Hundred (5,100) unvested RSUs (calculated as 15,300 total unvested RSUs minus the 10,200 RSUs subject to accelerated vesting under Section 3(a) above, leaving a remainder of 5,100 forfeited RSUs). Aldrich acknowledges and agrees that the 5,100 forfeited RSUs are hereby extinguished and shall be cancelled, and that Aldrich has no further claim, right, or entitlement to any equity compensation, equity awards, stock options, restricted stock, restricted stock units, phantom equity, profit interests, or other equity-based compensation from AMA, AGMG, or any of their respective affiliates, of any kind whatsoever, whether vested or unvested, whether presently existing or arising in the future.

For the avoidance of doubt, all previously vested RSUs — totaling Twenty-Seven Thousand Two Hundred (27,200) of the original Forty-Two Thousand Five Hundred (42,500) RSU grant — are unaffected by this Agreement and remain the property of Aldrich. Nothing in this Agreement shall be construed to affect, limit, or modify Aldrich's rights with respect to the previously vested RSUs or the underlying AGMG common shares.

SECTION 4 — MUTUAL GENERAL RELEASE

4(a) Release by Aldrich.

Aldrich, on behalf of himself and his heirs, executors, administrators, legal representatives, successors, and assigns (collectively, "Aldrich Releasors"), hereby fully, finally, and forever releases, acquits, and discharges AMA, AGMG, and each of their respective past, present, and future parents, subsidiaries, affiliates, related entities, predecessors, successors, assigns, officers, directors, shareholders, members, managers, partners, employees, agents, attorneys, insurers, benefit plan administrators, and representatives, in their individual and representative capacities (collectively, the "AMA Released Parties"), from any and all claims, counterclaims, cross-claims, demands, actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, liabilities, obligations, losses, costs, expenses (including attorneys' fees), and any and all other forms of liability of every kind and nature whatsoever, whether at law or in equity, whether based on contract, tort, statute, regulation, common law, or any other legal or equitable theory, whether known or unknown, suspected or unsuspected, disclosed or undisclosed, fixed or contingent, matured or unmatured, accrued or unaccrued, liquidated or unliquidated, that Aldrich now has, has ever had, or may hereafter have against any of the AMA Released Parties, arising out of, relating to, or in any way connected with any of the following:

(i) Aldrich's employment with AMA, including without limitation all aspects of his hiring, compensation, benefits, duties, responsibilities, performance evaluations, work assignments, working conditions, and all other incidents of his employment;

(ii) The termination of Aldrich's employment with AMA, including without limitation the designation of such termination as "for cause" under Section 7.2(b) of the Employment Agreement, the stated bases for such designation, and any and all consequences of such termination;

(iii) The Employment Agreement, including without limitation all amendments thereto, all schedules, exhibits, and attachments, and all provisions relating to compensation, severance, equity awards, restrictive covenants, and any other subject matter;

(iv) The Litigation (Case No. 22STCV41087), including without limitation all claims asserted in Aldrich's Complaint (wrongful termination in violation of public policy, breach of contract, breach of the implied covenant of good faith and fair dealing, declaratory relief, and violation of California Labor Code Section 2802) and all defenses raised therein;

(v) Any claim for wages, salary, severance, bonus, commission, incentive compensation, equity compensation, stock options, restricted stock units, benefits, vacation pay, paid time off, expense reimbursement, pension or retirement benefits, deferred compensation, or any other form of compensation or benefit of any kind;

(vi) Any claim under any federal, state, or local statute, regulation, ordinance, or common law, including but not limited to: the California Labor Code (including without limitation Sections 200–244, 510, 1194, 2802, and 2698 et seq.); the California Fair Employment and Housing Act (Cal. Gov't Code § 12900 et seq.); Title VII of the Civil Rights Act of 1964 (42 U.S.C. § 2000e et seq.); the Age Discrimination in Employment Act of 1967 (29 U.S.C. § 621 et seq.) ("ADEA"); the Americans with Disabilities Act of 1990 (42 U.S.C. § 12101 et seq.); the Employee Retirement Income Security Act of 1974 (29 U.S.C. § 1001 et seq.); the Family and Medical Leave Act (29 U.S.C. § 2601 et seq.); the California Family Rights Act (Cal. Gov't Code § 12945.2); California Business and Professions Code Section 16600 et seq.; and any other federal, state, or local employment-related statute, regulation, or ordinance; and

(vii) Any claim for wrongful termination, breach of contract, breach of the implied covenant of good faith and fair dealing, declaratory relief, retaliation, discrimination, harassment, failure to prevent discrimination or harassment, defamation, libel, slander, intentional infliction of emotional distress, negligent infliction of emotional distress, fraud, negligent misrepresentation, promissory estoppel, unjust enrichment, quantum meruit, or any other tort, contract, quasi-contract, or equitable claim of any kind.

Exclusions from Release. Notwithstanding the foregoing, the following are expressly excluded from this release and are not released, waived, or discharged by Aldrich:

(A) Claims that cannot be waived or released as a matter of law, including without limitation claims for workers' compensation benefits, unemployment insurance benefits, and any claims that are non-waivable under applicable federal, state, or local law;

(B) Rights arising under this Agreement, including without limitation the right to enforce the terms of this Agreement and to receive the Settlement Payment and the RSU acceleration described herein;

(C) Vested rights, if any, under any AGMG retirement plan, pension plan, or defined contribution plan in which Aldrich is a participant; and

(D) Rights to indemnification and advancement of expenses under AMA's or AGMG's certificate of incorporation, articles of association, bylaws, or any applicable directors' and officers' liability insurance policy — including without limitation the policy issued by Redcliffe Specialty Insurance Ltd. (Policy No. RSI-DO-2022-04419) and the excess policy issued by Ashford Re Ltd. (Policy No. ARL-EX-2022-01102) — to the extent applicable to Aldrich's acts or omissions during his employment with AMA in his capacity as an officer or employee.

4(b) Release by AMA.

AMA, on behalf of itself, AGMG, and each of their respective past, present, and future parents, subsidiaries, affiliates, related entities, predecessors, successors, assigns, officers, directors, shareholders, members, managers, partners, employees, agents, attorneys, and representatives (collectively, "AMA Releasors"), hereby fully, finally, and forever releases, acquits, and discharges Aldrich and his heirs, executors, administrators, legal representatives, successors, and assigns (collectively, the "Aldrich Released Parties"), from any and all claims, counterclaims, cross-claims, demands, actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, liabilities, obligations, losses, costs, expenses (including attorneys' fees), and any and all other forms of liability of every kind and nature whatsoever, whether at law or in equity, whether based on contract, tort, statute, regulation, common law, or any other legal or equitable theory, whether known or unknown, suspected or unsuspected, fixed or contingent, matured or unmatured, accrued or unaccrued, liquidated or unliquidated, that AMA now has, has ever had, or may hereafter have against any of the Aldrich Released Parties, arising out of, relating to, or in any way connected with any of the following:

(i) Aldrich's employment with AMA, including without limitation all aspects of his duties, responsibilities, performance, and conduct during the course of his employment;

(ii) The Employment Agreement, including without limitation all amendments thereto and all provisions relating to restrictive covenants, confidentiality, intellectual property, and any other subject matter;

(iii) The Litigation (Case No. 22STCV41087), including without limitation all claims asserted in AMA's Cross-Complaint (breach of the Employment Agreement under Sections 9.1, 9.2, 9.3, and 9.4; misappropriation of trade secrets under the California Uniform Trade Secrets Act, California Civil Code Section 3426 et seq.; breach of fiduciary duty; and conversion) and all defenses raised therein; and

(iv) Any act or omission by Aldrich during his employment with AMA, including but not limited to the transmission of proprietary information, documents, and files from AMA's corporate systems to Aldrich's personal email account (galdrich.private@Northgate Software.com) and to Halcyon Creek Productions LLC, and any other conduct alleged or that could have been alleged in the Cross-Complaint.

Exclusions from Release. Notwithstanding the foregoing, the following are expressly excluded from this release and are not released, waived, or discharged by AMA:

(A) Claims arising from a breach of this Agreement by Aldrich, including without limitation a breach of the confidentiality, non-disparagement, return of materials, or cooperation obligations set forth herein; and

(B) Claims arising from a breach of the surviving Restrictive Covenant Provisions described in Section 6 of this Agreement (specifically, Sections 9.2 as modified, 9.3 as modified, and 9.4 as unchanged), to the extent such breach occurs after the Effective Date.

4(c) California Civil Code Section 1542 Waiver.

Each Party acknowledges that he or it has been advised by legal counsel regarding the provisions of California Civil Code Section 1542, which provides as follows:

> "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."

Each Party hereby expressly, knowingly, and voluntarily waives and relinquishes any and all rights and benefits that he or it may have under California Civil Code Section 1542, and under any other federal or state statute or common law principle of similar effect, including without limitation any provision that would limit the scope of a general release to known claims. Each Party understands and acknowledges the significance and consequence of this waiver of California Civil Code Section 1542 and of any other applicable law relating to limitations on general releases. Each Party acknowledges that he or it may discover claims, facts, or circumstances in addition to or different from those that he or it now knows or believes to exist with respect to the subject matter of this Agreement, and that the releases set forth in this Section 4 shall nevertheless remain effective in all respects, notwithstanding such discovery. Each Party expressly assumes the risk of any unknown or unsuspected claims and agrees that this Agreement and the releases contained herein apply to all claims relating to the subject matter of this Agreement, whether known or unknown, foreseen or unforeseen, suspected or unsuspected.

SECTION 5 — DISMISSAL OF LITIGATION

Within seven (7) business days of the Effective Date (and, for the avoidance of doubt, following the expiration of the Revocation Period described in Section 13 without revocation by Aldrich), the Parties shall execute and cause to be filed with the Superior Court of the State of California, County of Los Angeles — Central District, a Stipulation for Dismissal with Prejudice (in the form attached hereto as Exhibit B, or in such other form as may be required by the Court) of the entire action in Case No. 22STCV41087, including without limitation all claims asserted in Aldrich's Complaint and all claims asserted in AMA's Cross-Complaint. The Stipulation for Dismissal with Prejudice shall be filed utilizing Judicial Council Form CIV-110, or such other form as may be required or accepted by the Court, and shall provide that the dismissal is with prejudice to both Parties, that each Party shall bear its own costs and attorneys' fees (except as otherwise expressly provided in this Agreement), and that the Court shall retain jurisdiction to enforce the terms of this Agreement pursuant to California Code of Civil Procedure Section 664.6 if the Parties so elect.

Each Party shall bear its own costs, expenses, and attorneys' fees incurred in connection with the Litigation, the mediation, and the negotiation and execution of this Agreement, except as otherwise expressly provided herein. The Parties' respective counsel — Calderwood & Harkness LLP (for AMA) and Whitfield & Associates (for Aldrich) — shall coordinate the preparation, execution, and filing of the Stipulation and Request for Dismissal to ensure timely compliance with this Section 5.

SECTION 6 — MODIFICATION OF RESTRICTIVE COVENANT PROVISIONS

6(a) Non-Competition Clause (Section 9.1) — Voided.

The Parties mutually agree that Section 9.1 of the Employment Agreement (the "Non-Competition Clause"), which prohibited Aldrich from providing services to, being employed by, consulting for, or otherwise engaging with any "Competing Enterprise" — defined therein as any entity deriving twenty-five percent (25%) or more of its annual revenue from the production, licensing, or distribution of unscripted or reality television content in North America — for a period of eighteen (18) months following the termination of Aldrich's employment, is hereby deemed void and unenforceable in its entirety as of the date of Aldrich's termination (October 14, 2022).

This determination is made by mutual agreement of the Parties, is consistent with California Business and Professions Code Section 16600, which provides that "every contract by which anyone is restrained from engaging in a lawful profession, trade, or business of any kind is to that extent void," and reflects the Parties' mutual acknowledgment that the Non-Competition Clause is not enforceable under California law and was not enforceable at any time following Aldrich's termination. AMA shall not seek to enforce Section 9.1 of the Employment Agreement against Aldrich at any time, in any jurisdiction, or in any forum. Aldrich is and has been free to pursue employment, consulting, or business opportunities in the unscripted and reality television industry or any other industry, without any restriction arising from Section 9.1 of the Employment Agreement.

6(b) Non-Solicitation of Employees (Section 9.2) — Modified.

Section 9.2 of the Employment Agreement is hereby modified as follows, and the modified terms shall supersede the corresponding provisions of Section 9.2 of the Employment Agreement to the extent of any inconsistency:

(i) Duration. The duration of the non-solicitation obligation set forth in Section 9.2 is hereby reduced from twenty-four (24) months following termination to twelve (12) months following the Effective Date of this Agreement (i.e., through and including January 19, 2025). Upon the expiration of such twelve (12)-month period, Aldrich shall have no further obligation under Section 9.2 of the Employment Agreement.

(ii) Scope of Restriction. During the twelve (12)-month period described in clause (i) above, Aldrich shall not, directly or indirectly, whether on his own behalf or on behalf of any other person or entity, solicit, recruit, hire, engage, or induce, or attempt to solicit, recruit, hire, engage, or induce, any employee of AMA with whom Aldrich worked or had a direct reporting relationship within the twelve (12) months preceding his termination date of October 14, 2022, to leave AMA's employment, to terminate his or her employment relationship with AMA, or to accept employment or engagement with any other person or entity. A list of AMA employees subject to this non-solicitation obligation is attached hereto as Exhibit D.

(iii) Exceptions. For the avoidance of doubt, the restriction set forth in clause (ii) above does not prohibit Aldrich from: (A) providing a general reference, recommendation, or endorsement for any AMA employee who independently contacts Aldrich without solicitation; (B) hiring or engaging any AMA employee who independently applies for a position with Aldrich's employer or business venture without having been solicited, recruited, or induced by Aldrich, directly or indirectly; or (C) engaging or communicating with any individual who is no longer employed by AMA at the time of the engagement or communication, regardless of whether such individual was previously an AMA employee.

(iv) Surviving Terms. All other terms and conditions of Section 9.2 of the Employment Agreement that are not inconsistent with the modifications set forth in this Section 6(b) shall remain in full force and effect during the twelve (12)-month period described in clause (i) above.

6(c) Non-Solicitation of Business Relationships (Section 9.3) — Modified.

Section 9.3 of the Employment Agreement is hereby modified as follows, and the modified terms shall supersede the corresponding provisions of Section 9.3 of the Employment Agreement to the extent of any inconsistency:

(i) Duration. The duration of the non-solicitation obligation set forth in Section 9.3 is hereby reduced from twenty-four (24) months following termination to twelve (12) months following the Effective Date of this Agreement (i.e., through and including January 19, 2025). Upon the expiration of such twelve (12)-month period, Aldrich shall have no further obligation under Section 9.3 of the Employment Agreement.

(ii) Scope of Restriction. During the twelve (12)-month period described in clause (i) above, Aldrich shall not, directly or indirectly, whether on his own behalf or on behalf of any other person or entity, solicit, divert, take away, or attempt to solicit, divert, or take away, any network, platform, streaming service, advertiser, sponsor, or other client or business relationship of AMA with whom Aldrich had material contact during the twenty-four (24) months preceding his termination date of October 14, 2022, for the purpose of providing products or services competitive with those offered by AMA, including without limitation the production, licensing, or distribution of unscripted or reality television content.

(iii) Surviving Terms. All other terms and conditions of Section 9.3 of the Employment Agreement that are not inconsistent with the modifications set forth in this Section 6(c) shall remain in full force and effect during the twelve (12)-month period described in clause (i) above.

6(d) Confidentiality (Section 9.4) — Unchanged; Remains in Full Force and Effect.

Section 9.4 of the Employment Agreement (the "Confidentiality Obligation") shall remain in full force and effect indefinitely, without modification of any kind. Aldrich hereby acknowledges and reaffirms his continuing obligation not to disclose, use, transmit, publish, or otherwise disseminate any Confidential Information (as defined in Section 9.4 of the Employment Agreement) to any person or entity, other than as may be required by applicable law, regulation, subpoena, court order, or other compulsory legal process, in which case Aldrich shall provide AMA with prompt written notice (to the extent permitted by law) prior to making any such disclosure, so as to allow AMA a reasonable opportunity to seek a protective order or other appropriate remedy.

For the avoidance of doubt, Confidential Information includes without limitation: proprietary content and creative materials (including show format bibles, pilot treatments, sizzle reels, casting notes, and production concepts); revenue models and financial projections; audience analytics and ratings data; talent agreements and compensation terms; production budgets and schedules; vendor and supplier contracts; advertiser and sponsor agreements; strategic plans and business development materials; and all other information that is designated or treated as confidential by AMA, whether or not specifically marked as such. The Confidentiality Obligation survives the termination of this Agreement and is not subject to, limited by, or affected by the mutual release set forth in Section 4 of this Agreement.

6(e) Acknowledgment Regarding Choice of Law.

The Employment Agreement contains a choice-of-law provision in Section 14.3 thereof, which provides that the Employment Agreement shall be governed by and construed in accordance with the laws of the State of New York. The Parties acknowledge and agree that, notwithstanding Section 14.3 of the Employment Agreement, the modifications to the Restrictive Covenant Provisions set forth in this Section 6 are made under and shall be governed by the laws of the State of California, consistent with the Parties' mutual agreement regarding the applicability of California Business and Professions Code Section 16600 to Section 9.1 of the Employment Agreement and the Parties' mutual agreement that the settlement and modification of the Restrictive Covenant Provisions should be governed by the law of the state in which Aldrich was principally employed and in which the Litigation is pending. This Agreement as a whole shall be governed by the laws of the State of California, without regard to conflict-of-laws principles, as more particularly set forth in Section 15 hereof.

SECTION 7 — RETURN OF MATERIALS

7(a) Aldrich's Obligation.

Within ten (10) business days of the Effective Date (i.e., by no later than February 2, 2024), Aldrich shall return to AMA, or permanently delete and destroy, all AMA proprietary materials in his possession, custody, or control, including without limitation:

(i) All copies, whether in physical or electronic form, of show format bibles, pilot sizzle reels, pilot treatments, production concepts, revenue models, audience analytics reports, talent deal terms and compensation summaries, production schedules, production budgets, vendor agreements, and any other documents, files, or materials containing or constituting Confidential Information;

(ii) All AMA proprietary materials stored on Aldrich's personal devices, including without limitation laptop computers, desktop computers, tablets, mobile phones, USB drives, external hard drives, and any other external storage devices;

(iii) All AMA proprietary materials stored in Aldrich's personal email accounts, including without limitation the email account galdrich.private@Northgate Software.com and any other personal email accounts used by Aldrich during his employment with AMA or at any time thereafter;

(iv) All AMA proprietary materials stored in Aldrich's personal cloud storage accounts, including without limitation any Larkspur Technologies, Hollowell Health IT, Meridian Systems, Cobalt Ridge Systems, or other cloud-based storage accounts;

(v) All copies of AMA proprietary materials that were transmitted by Aldrich to any third party, including without limitation Halcyon Creek Productions LLC, to the extent such copies are within Aldrich's possession, custody, or control; and

(vi) Any other AMA property, including without limitation company-issued equipment, access cards, keys, and corporate credit cards, to the extent not previously returned.

For the avoidance of doubt, Aldrich shall not be required to return, delete, or destroy: (A) his own personal correspondence that does not contain or reference Confidential Information; (B) his own personnel records or copies of his own pay records, pay stubs, tax forms, and benefits statements; or (C) documents reasonably necessary for Aldrich to enforce his rights under this Agreement or to comply with his tax obligations.

7(b) Certification of Compliance.

Within ten (10) business days of the Effective Date, Aldrich shall provide AMA (through its counsel, Calderwood & Harkness LLP, attention Renata Vasquez) with a written certification, in the form attached hereto as Exhibit C (or in such other form as AMA may reasonably require), signed by Aldrich under penalty of perjury under the laws of the State of California, confirming that he has fully complied with his obligations under Section 7(a), that he has returned or permanently deleted and destroyed all AMA proprietary materials in his possession, custody, or control, and that he has not retained any copies of such materials, whether in physical or electronic form.

7(c) AMA Verification.

AMA reserves the right to verify Aldrich's compliance with Section 7(a) through its IT security team or through a qualified third-party forensic technology vendor, to the extent consistent with applicable law and the tools and information reasonably available to AMA. Nothing in this Section 7(c) shall be construed to require Aldrich to provide AMA with access to his personal devices or personal accounts, except as may be ordered by a court of competent jurisdiction in connection with a bona fide dispute regarding Aldrich's compliance with Section 7(a).

SECTION 8 — NEUTRAL REFERENCE

AMA agrees that, in response to any inquiry from a prospective employer, recruiter, background investigation firm, or other third party regarding Aldrich's employment with AMA, AMA shall provide only a neutral reference, confirming the following information and no more:

(i) Aldrich's dates of employment: September 5, 2017 through October 14, 2022;

(ii) Aldrich's most recent title: Senior Vice President of Original Content & Executive Producer; and

(iii) Aldrich's eligibility for rehire: neutral (neither confirmed nor denied).

All reference inquiries regarding Aldrich shall be directed to Lorraine Okafor, Senior Vice President, Human Resources, or her designated successor, or to AMA's Human Resources department. AMA shall not designate any other individual as the point of contact for reference inquiries regarding Aldrich without prior written notice to Aldrich.

AMA shall instruct its officers, directors, and employees — including without limitation Jonathan Mercer (President), Dwayne Prescott (Vice President, Unscripted Programming), Gregory Tanaka (Vice President, Legal & Compliance), and Lorraine Okafor (Senior Vice President, Human Resources) — not to provide any additional information regarding Aldrich's employment, performance, termination, or the circumstances thereof, beyond the neutral reference described above, without Aldrich's prior written consent. AMA shall use commercially reasonable efforts to ensure compliance with this instruction by its personnel.

Notwithstanding the foregoing, this neutral reference provision shall not restrict AMA or any of its officers, directors, or employees from: (A) providing truthful testimony or statements in any legal proceeding, arbitration, mediation, or administrative hearing; (B) providing truthful statements or information to any federal, state, or local government body, regulatory agency, law enforcement authority, or self-regulatory organization; (C) responding to any subpoena, court order, or other compulsory legal process; or (D) making internal communications within AMA or AGMG for legitimate business purposes.

SECTION 9 — NON-DISPARAGEMENT

9(a) Mutual Non-Disparagement.

For a period of three (3) years from the Effective Date (i.e., through and including January 19, 2027), neither Party shall make, publish, post, disseminate, or cause to be made, published, posted, or disseminated, any disparaging, defamatory, derogatory, or injurious statements, comments, or remarks about the other Party or, in the case of AMA, about its officers, directors, or senior management, whether written, oral, electronic, or in any other form or medium, to any third party, including without limitation the media (print, broadcast, or online), social media platforms (including but not limited to Westvale Solutions, Northpoint Services Inc., Westmark Health IT, Kestrel Services Inc., Dunmore & Co., and any successor platforms), industry contacts, trade publications, potential employers, investors, analysts, business associates, or members of the public.

AMA's non-disparagement obligation under this Section 9(a) extends to AMA and its officers, directors, and senior management, including without limitation: Sir Edmund Halesworth (Chief Executive Officer, AGMG); Philippa Cartwright (General Counsel, AGMG); Jonathan Mercer (President, AMA); Dwayne Prescott (Vice President, Unscripted Programming, AMA); and Lorraine Okafor (Senior Vice President, Human Resources, AMA). AMA shall use commercially reasonable efforts to inform each of the foregoing individuals of AMA's non-disparagement obligation under this Agreement and to ensure their compliance therewith.

Aldrich's non-disparagement obligation under this Section 9(a) extends to Aldrich personally and to any agent, representative, spokesperson, or publicist acting on Aldrich's behalf or at Aldrich's direction. Aldrich shall use reasonable efforts to ensure that no person acting on his behalf or at his direction makes any statement that would constitute a breach of this Section 9(a).

9(b) Exceptions. The non-disparagement obligations set forth in Section 9(a) above shall not restrict either Party from:

(i) Making truthful statements in any legal proceeding, arbitration, mediation, administrative hearing, or regulatory investigation, including without limitation providing truthful testimony under oath;

(ii) Making truthful statements to any federal, state, or local government body, regulatory agency, law enforcement authority, or self-regulatory organization, including without limitation the U.S. Securities and Exchange Commission, the U.K. Financial Conduct Authority, the California Department of Fair Employment and Housing, the U.S. Equal Employment Opportunity Commission, or the National Labor Relations Board;

(iii) Responding to any subpoena, court order, civil investigative demand, or other compulsory legal process;

(iv) Making statements protected by applicable law, including without limitation statements protected under the National Labor Relations Act (29 U.S.C. § 158), federal or state whistleblower protection statutes, or any other applicable law that prohibits the restriction or waiver of such statements; or

(v) Communicating with counsel in connection with the enforcement of this Agreement or any other legal matter.

SECTION 10 — CONFIDENTIALITY OF SETTLEMENT

10(a) Confidentiality Obligation.

The Parties agree that the terms and conditions of this Agreement, including without limitation the Settlement Payment amount, the tax allocation, the RSU treatment, and all other financial and non-financial terms set forth herein, are and shall remain strictly confidential. Neither Party shall disclose the terms of this Agreement, or any information regarding the settlement negotiations or the mediation, to any third party, except as follows:

(i) Professional Advisors. Either Party may disclose the terms of this Agreement to the Party's attorneys, accountants, tax advisors, and financial planners, on a need-to-know basis, provided that such individuals are informed of and agree to abide by the confidentiality obligations set forth in this Section 10.

(ii) Legal Compulsion. Either Party may disclose the terms of this Agreement as required by applicable law, regulation, court order, subpoena, or other compulsory legal process, including without limitation any disclosure required by securities laws or regulations applicable to AGMG as a publicly listed company on the London Stock Exchange (including the UK Listing Rules, the Disclosure Guidance and Transparency Rules, the Market Abuse Regulation, or any successor regulations). To the extent practicable and permitted by law, the disclosing Party shall provide the other Party with prompt written notice prior to making any such legally compelled disclosure, so as to allow the other Party a reasonable opportunity to seek a protective order or other appropriate remedy.

(iii) Insurance. AMA may disclose the terms of this Agreement to its insurers, including Pemberton Mutual Assurance Co. and Redcliffe Specialty Insurance Ltd., and to AMA's insurance broker, Kestrel Risk Advisors Ltd., to the extent necessary for insurance coverage, claims administration, and reporting purposes.

(iv) Corporate Governance. AMA may disclose the terms of this Agreement to AGMG's Board of Directors, Audit and Risk Committee, external auditors (Graystone & Parr LLP), and senior management, as necessary for corporate governance, financial reporting, internal audit, and regulatory compliance purposes.

(v) Enforcement. Either Party may disclose the terms of this Agreement in connection with any proceeding to enforce the terms of this Agreement.

(vi) Prospective Employers. Aldrich may disclose the existence of a settlement (but not the financial terms, the Settlement Payment amount, or the RSU treatment) to prospective employers, recruiters, or business partners. Aldrich may state that the Litigation was resolved on mutually agreeable terms and that neither party admitted any liability or wrongdoing.

10(b) Permitted Statement.

If asked about the resolution of the Litigation by any person or entity (other than as permitted in Section 10(a) above), either Party may state only the following: "The matter has been resolved on terms that are mutually acceptable to both parties. Neither party admits any liability or wrongdoing." Neither Party shall elaborate upon, supplement, or deviate from this permitted statement, except as expressly permitted by Section 10(a) above.

SECTION 11 — NO ADMISSION OF LIABILITY

This Agreement is entered into by the Parties for the sole purpose of compromising, settling, and finally resolving disputed claims and controversies. Nothing in this Agreement, and no action taken by either Party in connection with the negotiation, execution, or performance of this Agreement, shall be construed as, or deemed to constitute, an admission by either Party of any liability, wrongdoing, fault, or violation of any law, regulation, contract, or duty of any kind.

Without limiting the generality of the foregoing, nothing in this Agreement shall be construed as an admission by AMA that: (i) the "for cause" termination of Aldrich's employment was wrongful, pretextual, retaliatory, or otherwise improper; (ii) AMA violated any federal, state, or local law, regulation, or ordinance, or any contractual obligation owed to Aldrich; (iii) the Non-Competition Clause (Section 9.1 of the Employment Agreement) was unenforceable for any reason other than by mutual agreement of the Parties consistent with California Business and Professions Code Section 16600; or (iv) AMA's cross-claims against Aldrich lacked merit or factual basis.

Similarly, nothing in this Agreement shall be construed as an admission by Aldrich that: (i) he breached the Employment Agreement, any Restrictive Covenant Provision, or any other contractual obligation owed to AMA; (ii) he misappropriated trade secrets, breached fiduciary duties owed to AMA, or engaged in conversion of AMA property; (iii) the transmission of materials to his personal email account or to Halcyon Creek Productions LLC constituted a breach of any obligation or duty; or (iv) his claims against AMA in the Litigation lacked merit or factual basis.

This Agreement, and any evidence of the negotiations leading to this Agreement, shall not be offered or received as evidence in any action, suit, or proceeding as proof or admission of any liability, wrongdoing, or fault by either Party, except in a proceeding to enforce the terms and conditions of this Agreement.

SECTION 12 — REPRESENTATIONS AND WARRANTIES

12(a) Aldrich's Representations.

Aldrich hereby represents and warrants to AMA as follows:

(i) No Assignment. Aldrich has not assigned, transferred, conveyed, pledged, or otherwise disposed of any of the claims, demands, or causes of action released or discharged in this Agreement to any third party, and no other person or entity has any interest in any such claims, demands, or causes of action.

(ii) Authority. Aldrich has the full legal power, capacity, and authority to enter into this Agreement and to perform all of his obligations hereunder, and no consent or approval of any third party is required in connection with the execution and delivery of this Agreement by Aldrich.

(iii) Voluntary Execution. Aldrich has read this Agreement in its entirety, understands all of its terms and conditions, and enters into this Agreement voluntarily and without fraud, duress, coercion, or undue influence by any person or entity.

(iv) Representation by Counsel. Aldrich has been represented by counsel of his own choosing — Cameron Whitfield of Whitfield & Associates, 9465 Wilshire Boulevard, Suite 320, Beverly Hills, California 90212 — throughout the negotiation, review, and execution of this Agreement. Aldrich has had a full and adequate opportunity to consult with his counsel regarding this Agreement and its consequences.

(v) Adequate Consideration Period. Aldrich has been given adequate time to consider this Agreement, including at least twenty-one (21) days from the date the material terms were first proposed to him, and he has had a reasonable opportunity to review, consider, and discuss this Agreement with his counsel before executing it.

(vi) No Pending Claims. Aldrich has not filed any complaint, charge, claim, or action against AMA or any AMA Released Party with any court, agency, administrative body, or other tribunal, other than the Complaint filed in Case No. 22STCV41087, and Aldrich confirms that no workers' compensation claim against AMA is currently pending or has been filed by Aldrich.

12(b) AMA's Representations.

AMA hereby represents and warrants to Aldrich as follows:

(i) Authority. AMA has the full legal power and authority to enter into this Agreement and to perform all of its obligations hereunder, including without limitation the obligation to make the Settlement Payment and to cause AGMG to accelerate the vesting of the RSUs as described in Section 3(a).

(ii) Authorization. The execution, delivery, and performance of this Agreement by AMA has been duly authorized by AMA's designated decision-makers, including Gregory Tanaka, Vice President, Legal & Compliance, and all necessary corporate approvals and authorizations have been obtained.

(iii) RSU Acceleration. AMA will use commercially reasonable efforts to cause AGMG to perform the RSU acceleration described in Section 3(a) of this Agreement in accordance with the terms set forth herein, and AMA has obtained or will obtain the necessary approvals from AGMG's authorized representatives to effectuate such acceleration.

SECTION 13 — OLDER WORKERS BENEFIT PROTECTION ACT COMPLIANCE

To the extent that Aldrich may have claims under the Age Discrimination in Employment Act of 1967 (29 U.S.C. § 621 et seq.) (the "ADEA"), the following provisions are included in this Agreement in compliance with the Older Workers Benefit Protection Act of 1990 (29 U.S.C. § 626(f)):

(i) Advice of Counsel. Aldrich acknowledges that he has been advised in writing by this Agreement to consult with an attorney prior to executing this Agreement, and that he has

SETTLEMENT AGREEMENT AND MUTUAL RELEASE
Execution Version
January 19, 2024
This Settlement Agreement and Mutual Release (this "Agreement") is entered into as of January 19, 2024 (the "Effective Date"), by and between:
AURELIUS MEDIA AMERICAS INC. ("AMA" or the "Company"), a corporation organized and existing under the laws of the State of Delaware, qualified to do business in the State of California, with its principal office located at 8500 Sunset Boulevard, Suite 1400, West Hollywood, California 90069;
and
GAVIN ALDRICH ("Aldrich" or "Executive"), an individual residing at 1140 Tower Road, Beverly Hills, California 90210.
AMA and Aldrich are sometimes referred to herein individually as a "Party" and collectively as the "Parties."
This Agreement is made with reference to the following facts and circumstances, and in connection with the resolution of the litigation captioned Aldrich v. Aurelius Media Americas Inc., Superior Court of the State of California, County of Los Angeles — Central District, Case No. 22STCV41087, assigned to the Honorable Catherine Villanueva, Department 52, including the Cross-Complaint captioned Aurelius Media Americas Inc. v. Gavin Aldrich, filed under the same Case Number (collectively, the "Litigation").
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RECITALS
WHEREAS:
A. Employment Relationship. Aldrich was employed by AMA in the position of Senior Vice President of Original Content & Executive Producer from September 5, 2017 through October 14, 2022. Aldrich's employment with AMA was governed by that certain Employment Agreement dated September 5, 2017, by and between AMA and Aldrich, as amended by that certain First Amendment to Employment Agreement dated August 1, 2020 (collectively, the "Employment Agreement"). AMA is a wholly owned subsidiary of Aurelius Global Media Group PLC ("AGMG"), a public limited company organized under the laws of England and Wales (Companies House Registration No. 08412667), whose ordinary shares are listed on the London Stock Exchange under the ticker symbol LSE: AGMG. Throughout Aldrich's tenure with AMA, Aldrich reported to AMA's President, Jonathan Mercer, and served in a senior leadership capacity with significant responsibilities for the development, production, and oversight of AMA's original unscripted and reality television content portfolio.
B. Termination. AMA terminated Aldrich's employment effective October 14, 2022. AMA designated the termination as "for cause" pursuant to Section 7.2(b) of the Employment Agreement. AMA's stated bases for the "for cause" determination were: (i) material violation of AMA's Acceptable Use and Confidentiality Policy, including but not limited to the unauthorized transmission of proprietary information — including show format bibles, pilot development materials, revenue projections, and talent compensation data — from AMA's corporate systems to Aldrich's personal email account (galdrich.private@Northgate Software.com) and to a third-party entity, Halcyon Creek Productions LLC; and (ii) insubordination in connection with Aldrich's refusal to comply with a direct instruction from AMA's President, Jonathan Mercer, regarding the restructuring of certain production team assignments in or about September 2022. Aldrich disputes the "for cause" designation in its entirety and contends that the termination was pretextual and retaliatory, undertaken in response to Aldrich's internal complaints regarding AMA's production practices and budgetary irregularities, and that the cited grounds were manufactured or exaggerated to deprive Aldrich of contractual severance benefits and other entitlements.
C. The Litigation. On December 9, 2022, Aldrich filed a Complaint against AMA in the Superior Court of the State of California, County of Los Angeles — Central District, assigned Case No. 22STCV41087 (the "Complaint"), asserting claims for: (1) Wrongful Termination in Violation of Public Policy; (2) Breach of Contract; (3) Breach of the Implied Covenant of Good Faith and Fair Dealing; (4) Declaratory Relief regarding the enforceability of restrictive covenant provisions contained in the Employment Agreement under California Business and Professions Code Section 16600; and (5) Violation of California Labor Code Section 2802 (failure to reimburse necessary business expenses). On January 20, 2023, AMA filed a Cross-Complaint against Aldrich (the "Cross-Complaint") in the same action, asserting claims for: (1) Breach of the Employment Agreement (Sections 9.1, 9.2, 9.3, and 9.4); (2) Misappropriation of Trade Secrets pursuant to the California Uniform Trade Secrets Act, California Civil Code Section 3426 et seq. ("CUTSA"); (3) Breach of Fiduciary Duty; and (4) Conversion. In the Litigation, Aldrich is represented by Whitfield & Associates (Cameron Whitfield, Principal; Julia Nazarian, Associate), with offices at 9465 Wilshire Boulevard, Suite 320, Beverly Hills, California 90212. AMA is represented by Calderwood & Harkness LLP (Renata Vasquez, Partner; Devon Archer, Senior Associate), with offices at 777 South Flower Street, Suite 4200, Los Angeles, California 90017. The Parties have engaged in extensive discovery in the Litigation, including the exchange of written discovery, the production of documents, and the deposition of multiple fact witnesses.
D. Mediation. The Parties participated in a full-day mediation session on December 8, 2023, before the Honorable Patricia Okoro (Ret.) of Westpark Dispute Resolution Inc., located at 1925 Century Park East, Suite 1700, Los Angeles, California 90067. The Parties reached agreement on the material terms set forth herein during and following said mediation, and the mediator's proposal was accepted by both Parties on December 12, 2023. The Parties thereafter negotiated the specific terms and provisions of this Agreement through their respective counsel.
E. Restrictive Covenant Provisions. The Employment Agreement contains restrictive covenant provisions in Section 9, including: Section 9.1 (Non-Competition, prohibiting Aldrich from working for any "Competing Enterprise" for a period of eighteen (18) months following termination); Section 9.2 (Non-Solicitation of Employees, prohibiting Aldrich from soliciting AMA employees for a period of twenty-four (24) months following termination); Section 9.3 (Non-Solicitation of Business Relationships, prohibiting Aldrich from soliciting AMA's network, platform, and advertiser clients for a period of twenty-four (24) months following termination); and Section 9.4 (Confidentiality, imposing an indefinite obligation of non-disclosure with respect to Confidential Information). These provisions are collectively referred to herein as the "Restrictive Covenant Provisions." Aldrich contends that Section 9.1 is void and unenforceable under California Business and Professions Code Section 16600 and related California case law. The Parties desire to modify certain of the Restrictive Covenant Provisions as part of this Agreement, as more particularly described in Section 6 hereof.
F. Equity Awards. During his employment with AMA, Aldrich was granted a total of forty-two thousand five hundred (42,500) restricted stock units ("RSUs") of AGMG common shares, pursuant to AGMG's equity compensation plan and the applicable award agreements. As of Aldrich's termination date of October 14, 2022, fifteen thousand three hundred (15,300) RSUs remained unvested, subject to the terms of the applicable award agreements and the equity compensation plan. The Parties desire to resolve the treatment of Aldrich's unvested RSUs as part of this Agreement, as more particularly described in Section 3 hereof.
G. Desire to Resolve. The Parties desire to fully, finally, and completely resolve all claims, disputes, and controversies between them, including without limitation all claims and cross-claims asserted in the Litigation (Case No. 22STCV41087), all disputes relating to Aldrich's employment with AMA and the termination thereof, and all disputes relating to the Employment Agreement and the Restrictive Covenant Provisions, without admission of liability, wrongdoing, or fault by either Party. This Agreement is a compromise of disputed claims and shall not be construed as an admission of liability, wrongdoing, or fault by either Party.
NOW, THEREFORE, in consideration of the mutual covenants, promises, and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
SECTION 1 — DEFINITIONS
As used in this Agreement, the following terms shall have the meanings set forth below, unless the context clearly requires otherwise:
1.1 "Effective Date" means the date this Agreement is executed by both Parties, which date is January 19, 2024, subject to the expiration of the Revocation Period described in Section 13 without revocation by Aldrich.
1.2 "Employment Agreement" means the Employment Agreement dated September 5, 2017, by and between AMA and Aldrich, as amended by that certain First Amendment to Employment Agreement dated August 1, 2020, including all schedules, exhibits, and attachments thereto.
1.3 "Litigation" means the consolidated action captioned Aldrich v. Aurelius Media Americas Inc. and Aurelius Media Americas Inc. v. Gavin Aldrich, Case No. 22STCV41087, filed in the Superior Court of the State of California, County of Los Angeles — Central District, including the Complaint filed by Aldrich and the Cross-Complaint filed by AMA.
1.4 "AGMG" means Aurelius Global Media Group PLC, a public limited company organized under the laws of England and Wales (Companies House Registration No. 08412667), listed on the London Stock Exchange (LSE: AGMG), and the parent company of AMA.
1.5 "AMA Released Parties" has the meaning set forth in Section 4(a) of this Agreement.
1.6 "Aldrich Released Parties" has the meaning set forth in Section 4(b) of this Agreement.
1.7 "RSUs" means the restricted stock units of AGMG common shares granted to Aldrich during his employment with AMA, as described in Recital F and Section 3 of this Agreement.
1.8 "Confidential Information" has the meaning ascribed to such term in Section 9.4 of the Employment Agreement, including without limitation proprietary content, show formats, pilot development materials, revenue data, audience analytics, talent agreements, production budgets, and all information designated as confidential by AMA or AGMG.
1.9 "Settlement Payment" means the payment described in Section 2(a) of this Agreement.
1.10 "Restrictive Covenant Provisions" means Sections 9.1, 9.2, 9.3, and 9.4 of the Employment Agreement, as modified by Section 6 of this Agreement.
1.11 "Revocation Period" has the meaning set forth in Section 13 of this Agreement.
SECTION 2 — SETTLEMENT CONSIDERATION
2(a) Settlement Payment.
In consideration of the mutual releases, covenants, and agreements set forth in this Agreement, AMA shall pay to Aldrich a total lump sum of Two Million Three Hundred Fifty Thousand Dollars and No Cents ($2,350,000.00) (the "Settlement Payment"). The Settlement Payment shall be made within twenty-one (21) calendar days following the Effective Date (and, for the avoidance of doubt, following the expiration of the Revocation Period described in Section 13 without revocation by Aldrich). Payment shall be made by wire transfer of immediately available funds to a bank account designated by Aldrich in writing, pursuant to the wire transfer instructions to be provided by Aldrich to AMA's counsel (Calderwood & Harkness LLP, attention Renata Vasquez) within five (5) business days of the Effective Date, in the form attached hereto as Exhibit A (or in such other form as AMA may reasonably require). The Settlement Payment shall be in full and complete satisfaction of all claims, demands, and causes of action of any kind or nature whatsoever that Aldrich has or may have against AMA or any of the AMA Released Parties arising from, relating to, or in any way connected with Aldrich's employment with AMA, the termination of such employment, the Employment Agreement, and the Litigation.
2(b) Tax Allocation.
The Settlement Payment shall be allocated for tax reporting purposes as follows:
(i) Forty-five percent (45%) of the Settlement Payment — One Million Fifty-Seven Thousand Five Hundred Dollars and No Cents ($1,057,500.00) — shall be allocated as wages (representing back pay and severance equivalent), and shall be subject to all applicable federal, state, and local income tax withholding, and to withholding for the employee's share of Federal Insurance Contributions Act ("FICA") taxes (Social Security and Medicare). This portion of the Settlement Payment shall be reported by AMA on IRS Form W-2 (or the applicable equivalent) for tax year 2024.
(ii) Fifty-five percent (55%) of the Settlement Payment — One Million Two Hundred Ninety-Two Thousand Five Hundred Dollars and No Cents ($1,292,500.00) — shall be allocated as non-wage damages (representing emotional distress damages, general settlement consideration, and non-economic damages), and shall not be subject to employment tax withholding. This portion of the Settlement Payment shall be reported by AMA on IRS Form 1099-MISC (or the applicable equivalent) for tax year 2024.
AMA shall be responsible for withholding and remitting the employer's share of payroll taxes (including the employer's share of FICA taxes and applicable federal and state unemployment insurance contributions) on the wage component of the Settlement Payment as described in clause (i) above. AMA shall remit all withheld amounts to the appropriate taxing authorities in a timely manner and in accordance with applicable law.
Aldrich shall be solely responsible for any and all tax obligations arising from the Settlement Payment, including without limitation any federal, state, or local income taxes, self-employment taxes, penalties, or interest assessed by any taxing authority with respect to the Settlement Payment or any portion thereof. Both Parties agree to report the Settlement Payment consistently with the allocation set forth in this Section 2(b) for all federal, state, and local tax purposes. Neither Party shall take a position on any tax return or in any tax proceeding that is inconsistent with the allocation set forth herein, unless required to do so by a final determination of a court of competent jurisdiction or by a settlement with a taxing authority.
2(c) No Other Payments.
Except as expressly provided in this Agreement (including the RSU acceleration described in Section 3 hereof), AMA shall have no further obligation to pay Aldrich any wages, salary, severance, bonus, commission, vacation pay, paid time off, expense reimbursement, benefits, equity compensation, deferred compensation, or other amounts or consideration of any kind. For the avoidance of doubt, the Settlement Payment is inclusive of and intended to encompass any and all amounts that might otherwise be owed, claimed, or due to Aldrich, including without limitation:
(i) Severance benefits under Section 7.3 of the Employment Agreement, which would have provided for a lump-sum severance payment of Nine Hundred Seventy Thousand Dollars ($970,000.00), representing twenty-four (24) months of Aldrich's base salary of Four Hundred Eighty-Five Thousand Dollars ($485,000.00) per year, had Aldrich been terminated without cause;
(ii) Any pro-rata bonus for fiscal year 2022, including any bonus that Aldrich contends would have been earned had his employment continued through the end of the fiscal year;
(iii) Any COBRA premium subsidy or continuation of health, dental, vision, or other insurance benefits;
(iv) Any expense reimbursement under California Labor Code Section 2802 or otherwise, including the claimed amount of Twenty-Eight Thousand Four Hundred Dollars ($28,400.00) for unreimbursed business expenses asserted in Aldrich's Complaint; and
(v) Any other contractual, statutory, or equitable entitlement of any kind, whether or not specifically enumerated herein.
2(d) Tax Indemnification.
Each Party shall indemnify, defend, and hold harmless the other Party and such other Party's respective heirs, executors, administrators, successors, assigns, officers, directors, employees, agents, and attorneys from and against any and all claims, demands, deficiencies, penalties, interest, assessments, executions, judgments, or other liability of any kind (including reasonable attorneys' fees and costs) arising from or attributable to such indemnifying Party's failure to comply with its tax obligations under this Agreement or from a determination by any federal, state, or local taxing authority that the allocation of the Settlement Payment set forth in Section 2(b) is incorrect, to the extent that such determination is attributable to such indemnifying Party's actions, omissions, or tax reporting positions. AMA makes no representations or warranties regarding the tax treatment or tax consequences of the Settlement Payment or any portion thereof, and Aldrich acknowledges and agrees that he has been advised to consult with, and has had the opportunity to consult with, his own independent tax advisor regarding the federal, state, and local tax consequences of the Settlement Payment and this Agreement. Aldrich acknowledges that AMA has not provided him with any tax advice in connection with this Agreement and that AMA shall not be liable for any tax consequences to Aldrich arising from the Settlement Payment or any other consideration provided under this Agreement.
SECTION 3 — RESTRICTED STOCK UNITS
3(a) Acceleration.  In further consideration of the mutual releases, covenants, and agreements set forth in this Agreement, AMA shall use commercially reasonable efforts to cause AGMG to accelerate the vesting of Ten Thousand Two Hundred (10,200) of Aldrich's Fifteen Thousand Three Hundred (15,300) unvested RSUs. Vesting of the 10,200 RSUs shall occur upon the later of: (i) the Effective Date of this Agreement (subject to expiration of the Revocation Period without revocation) and (ii) the date of filing of the Stipulation for Dismissal with Prejudice described in Section 5 of this Agreement. Upon vesting, the 10,200 RSUs shall be settled in accordance with the terms of AGMG's equity compensation plan (including any applicable holding period or blackout restrictions), and the underlying AGMG common shares shall be delivered to Aldrich's brokerage account on file with AGMG's equity compensation plan administrator.
Tax withholding obligations arising from the RSU acceleration shall be handled by AGMG through its equity compensation plan administrator, in accordance with applicable law and the terms of the equity compensation plan. The fair market value of the RSUs at the time of vesting shall be treated as ordinary income to Aldrich and shall be reported on IRS Form W-2 (or the applicable equivalent, depending on the plan structure and applicable tax jurisdiction). Aldrich shall be solely responsible for any tax obligations arising from the RSU acceleration, including any additional income taxes, capital gains taxes, or other taxes that may become due upon the vesting, settlement, or subsequent sale of the underlying shares.
AMA shall coordinate with AGMG's Chief Financial Officer, Malcolm Dunmore, and AGMG's equity compensation team to ensure the timely and accurate processing of the RSU acceleration contemplated by this Section 3(a). AMA represents and warrants that it will use commercially reasonable efforts to cause AGMG to effectuate the RSU acceleration within a commercially reasonable time following satisfaction of the conditions set forth in this Section 3(a), and in no event later than thirty (30) calendar days following the date on which both conditions described in clauses (i) and (ii) above have been satisfied.
3(b) Forfeiture.  Aldrich hereby irrevocably and unconditionally forfeits any and all rights, title, and interest in and to the remaining Five Thousand One Hundred (5,100) unvested RSUs (calculated as 15,300 total unvested RSUs minus the 10,200 RSUs subject to accelerated vesting under Section 3(a) above, leaving a remainder of 5,100 forfeited RSUs). Aldrich acknowledges and agrees that the 5,100 forfeited RSUs are hereby extinguished and shall be cancelled, and that Aldrich has no further claim, right, or entitlement to any equity compensation, equity awards, stock options, restricted stock, restricted stock units, phantom equity, profit interests, or other equity-based compensation from AMA, AGMG, or any of their respective affiliates, of any kind whatsoever, whether vested or unvested, whether presently existing or arising in the future.
For the avoidance of doubt, all previously vested RSUs — totaling Twenty-Seven Thousand Two Hundred (27,200) of the original Forty-Two Thousand Five Hundred (42,500) RSU grant — are unaffected by this Agreement and remain the property of Aldrich. Nothing in this Agreement shall be construed to affect, limit, or modify Aldrich's rights with respect to the previously vested RSUs or the underlying AGMG common shares.
SECTION 4 — MUTUAL GENERAL RELEASE
4(a) Release by Aldrich.
Aldrich, on behalf of himself and his heirs, executors, administrators, legal representatives, successors, and assigns (collectively, "Aldrich Releasors"), hereby fully, finally, and forever releases, acquits, and discharges AMA, AGMG, and each of their respective past, present, and future parents, subsidiaries, affiliates, related entities, predecessors, successors, assigns, officers, directors, shareholders, members, managers, partners, employees, agents, attorneys, insurers, benefit plan administrators, and representatives, in their individual and representative capacities (collectively, the "AMA Released Parties"), from any and all claims, counterclaims, cross-claims, demands, actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, liabilities, obligations, losses, costs, expenses (including attorneys' fees), and any and all other forms of liability of every kind and nature whatsoever, whether at law or in equity, whether based on contract, tort, statute, regulation, common law, or any other legal or equitable theory, whether known or unknown, suspected or unsuspected, disclosed or undisclosed, fixed or contingent, matured or unmatured, accrued or unaccrued, liquidated or unliquidated, that Aldrich now has, has ever had, or may hereafter have against any of the AMA Released Parties, arising out of, relating to, or in any way connected with any of the following:
(i) Aldrich's employment with AMA, including without limitation all aspects of his hiring, compensation, benefits, duties, responsibilities, performance evaluations, work assignments, working conditions, and all other incidents of his employment;
(ii) The termination of Aldrich's employment with AMA, including without limitation the designation of such termination as "for cause" under Section 7.2(b) of the Employment Agreement, the stated bases for such designation, and any and all consequences of such termination;
(iii) The Employment Agreement, including without limitation all amendments thereto, all schedules, exhibits, and attachments, and all provisions relating to compensation, severance, equity awards, restrictive covenants, and any other subject matter;
(iv) The Litigation (Case No. 22STCV41087), including without limitation all claims asserted in Aldrich's Complaint (wrongful termination in violation of public policy, breach of contract, breach of the implied covenant of good faith and fair dealing, declaratory relief, and violation of California Labor Code Section 2802) and all defenses raised therein;
(v) Any claim for wages, salary, severance, bonus, commission, incentive compensation, equity compensation, stock options, restricted stock units, benefits, vacation pay, paid time off, expense reimbursement, pension or retirement benefits, deferred compensation, or any other form of compensation or benefit of any kind;
(vi) Any claim under any federal, state, or local statute, regulation, ordinance, or common law, including but not limited to: the California Labor Code (including without limitation Sections 200–244, 510, 1194, 2802, and 2698 et seq.); the California Fair Employment and Housing Act (Cal. Gov't Code § 12900 et seq.); Title VII of the Civil Rights Act of 1964 (42 U.S.C. § 2000e et seq.); the Age Discrimination in Employment Act of 1967 (29 U.S.C. § 621 et seq.) ("ADEA"); the Americans with Disabilities Act of 1990 (42 U.S.C. § 12101 et seq.); the Employee Retirement Income Security Act of 1974 (29 U.S.C. § 1001 et seq.); the Family and Medical Leave Act (29 U.S.C. § 2601 et seq.); the California Family Rights Act (Cal. Gov't Code § 12945.2); California Business and Professions Code Section 16600 et seq.; and any other federal, state, or local employment-related statute, regulation, or ordinance; and
(vii) Any claim for wrongful termination, breach of contract, breach of the implied covenant of good faith and fair dealing, declaratory relief, retaliation, discrimination, harassment, failure to prevent discrimination or harassment, defamation, libel, slander, intentional infliction of emotional distress, negligent infliction of emotional distress, fraud, negligent misrepresentation, promissory estoppel, unjust enrichment, quantum meruit, or any other tort, contract, quasi-contract, or equitable claim of any kind.
Exclusions from Release. Notwithstanding the foregoing, the following are expressly excluded from this release and are not released, waived, or discharged by Aldrich:
(A) Claims that cannot be waived or released as a matter of law, including without limitation claims for workers' compensation benefits, unemployment insurance benefits, and any claims that are non-waivable under applicable federal, state, or local law;
(B) Rights arising under this Agreement, including without limitation the right to enforce the terms of this Agreement and to receive the Settlement Payment and the RSU acceleration described herein;
(C) Vested rights, if any, under any AGMG retirement plan, pension plan, or defined contribution plan in which Aldrich is a participant; and
(D) Rights to indemnification and advancement of expenses under AMA's or AGMG's certificate of incorporation, articles of association, bylaws, or any applicable directors' and officers' liability insurance policy — including without limitation the policy issued by Redcliffe Specialty Insurance Ltd. (Policy No. RSI-DO-2022-04419) and the excess policy issued by Ashford Re Ltd. (Policy No. ARL-EX-2022-01102) — to the extent applicable to Aldrich's acts or omissions during his employment with AMA in his capacity as an officer or employee.
4(b) Release by AMA.
AMA, on behalf of itself, AGMG, and each of their respective past, present, and future parents, subsidiaries, affiliates, related entities, predecessors, successors, assigns, officers, directors, shareholders, members, managers, partners, employees, agents, attorneys, and representatives (collectively, "AMA Releasors"), hereby fully, finally, and forever releases, acquits, and discharges Aldrich and his heirs, executors, administrators, legal representatives, successors, and assigns (collectively, the "Aldrich Released Parties"), from any and all claims, counterclaims, cross-claims, demands, actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, liabilities, obligations, losses, costs, expenses (including attorneys' fees), and any and all other forms of liability of every kind and nature whatsoever, whether at law or in equity, whether based on contract, tort, statute, regulation, common law, or any other legal or equitable theory, whether known or unknown, suspected or unsuspected, fixed or contingent, matured or unmatured, accrued or unaccrued, liquidated or unliquidated, that AMA now has, has ever had, or may hereafter have against any of the Aldrich Released Parties, arising out of, relating to, or in any way connected with any of the following:
(i) Aldrich's employment with AMA, including without limitation all aspects of his duties, responsibilities, performance, and conduct during the course of his employment;
(ii) The Employment Agreement, including without limitation all amendments thereto and all provisions relating to restrictive covenants, confidentiality, intellectual property, and any other subject matter;
(iii) The Litigation (Case No. 22STCV41087), including without limitation all claims asserted in AMA's Cross-Complaint (breach of the Employment Agreement under Sections 9.1, 9.2, 9.3, and 9.4; misappropriation of trade secrets under the California Uniform Trade Secrets Act, California Civil Code Section 3426 et seq.; breach of fiduciary duty; and conversion) and all defenses raised therein; and
(iv) Any act or omission by Aldrich during his employment with AMA, including but not limited to the transmission of proprietary information, documents, and files from AMA's corporate systems to Aldrich's personal email account (galdrich.private@Northgate Software.com) and to Halcyon Creek Productions LLC, and any other conduct alleged or that could have been alleged in the Cross-Complaint.
Exclusions from Release. Notwithstanding the foregoing, the following are expressly excluded from this release and are not released, waived, or discharged by AMA:
(A) Claims arising from a breach of this Agreement by Aldrich, including without limitation a breach of the confidentiality, non-disparagement, return of materials, or cooperation obligations set forth herein; and
(B) Claims arising from a breach of the surviving Restrictive Covenant Provisions described in Section 6 of this Agreement (specifically, Sections 9.2 as modified, 9.3 as modified, and 9.4 as unchanged), to the extent such breach occurs after the Effective Date.
4(c) California Civil Code Section 1542 Waiver.
Each Party acknowledges that he or it has been advised by legal counsel regarding the provisions of California Civil Code Section 1542, which provides as follows:
> "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."
Each Party hereby expressly, knowingly, and voluntarily waives and relinquishes any and all rights and benefits that he or it may have under California Civil Code Section 1542, and under any other federal or state statute or common law principle of similar effect, including without limitation any provision that would limit the scope of a general release to known claims. Each Party understands and acknowledges the significance and consequence of this waiver of California Civil Code Section 1542 and of any other applicable law relating to limitations on general releases. Each Party acknowledges that he or it may discover claims, facts, or circumstances in addition to or different from those that he or it now knows or believes to exist with respect to the subject matter of this Agreement, and that the releases set forth in this Section 4 shall nevertheless remain effective in all respects, notwithstanding such discovery. Each Party expressly assumes the risk of any unknown or unsuspected claims and agrees that this Agreement and the releases contained herein apply to all claims relating to the subject matter of this Agreement, whether known or unknown, foreseen or unforeseen, suspected or unsuspected.
SECTION 5 — DISMISSAL OF LITIGATION
Within seven (7) business days of the Effective Date (and, for the avoidance of doubt, following the expiration of the Revocation Period described in Section 13 without revocation by Aldrich), the Parties shall execute and cause to be filed with the Superior Court of the State of California, County of Los Angeles — Central District, a Stipulation for Dismissal with Prejudice (in the form attached hereto as Exhibit B, or in such other form as may be required by the Court) of the entire action in Case No. 22STCV41087, including without limitation all claims asserted in Aldrich's Complaint and all claims asserted in AMA's Cross-Complaint. The Stipulation for Dismissal with Prejudice shall be filed utilizing Judicial Council Form CIV-110, or such other form as may be required or accepted by the Court, and shall provide that the dismissal is with prejudice to both Parties, that each Party shall bear its own costs and attorneys' fees (except as otherwise expressly provided in this Agreement), and that the Court shall retain jurisdiction to enforce the terms of this Agreement pursuant to California Code of Civil Procedure Section 664.6 if the Parties so elect.
Each Party shall bear its own costs, expenses, and attorneys' fees incurred in connection with the Litigation, the mediation, and the negotiation and execution of this Agreement, except as otherwise expressly provided herein. The Parties' respective counsel — Calderwood & Harkness LLP (for AMA) and Whitfield & Associates (for Aldrich) — shall coordinate the preparation, execution, and filing of the Stipulation and Request for Dismissal to ensure timely compliance with this Section 5.
SECTION 6 — MODIFICATION OF RESTRICTIVE COVENANT PROVISIONS
6(a) Non-Competition Clause (Section 9.1) — Voided.
The Parties mutually agree that Section 9.1 of the Employment Agreement (the "Non-Competition Clause"), which prohibited Aldrich from providing services to, being employed by, consulting for, or otherwise engaging with any "Competing Enterprise" — defined therein as any entity deriving twenty-five percent (25%) or more of its annual revenue from the production, licensing, or distribution of unscripted or reality television content in North America — for a period of eighteen (18) months following the termination of Aldrich's employment, is hereby deemed void and unenforceable in its entirety as of the date of Aldrich's termination (October 14, 2022).
This determination is made by mutual agreement of the Parties, is consistent with California Business and Professions Code Section 16600, which provides that "every contract by which anyone is restrained from engaging in a lawful profession, trade, or business of any kind is to that extent void," and reflects the Parties' mutual acknowledgment that the Non-Competition Clause is not enforceable under California law and was not enforceable at any time following Aldrich's termination. AMA shall not seek to enforce Section 9.1 of the Employment Agreement against Aldrich at any time, in any jurisdiction, or in any forum. Aldrich is and has been free to pursue employment, consulting, or business opportunities in the unscripted and reality television industry or any other industry, without any restriction arising from Section 9.1 of the Employment Agreement.
6(b) Non-Solicitation of Employees (Section 9.2) — Modified.
Section 9.2 of the Employment Agreement is hereby modified as follows, and the modified terms shall supersede the corresponding provisions of Section 9.2 of the Employment Agreement to the extent of any inconsistency:
(i) Duration. The duration of the non-solicitation obligation set forth in Section 9.2 is hereby reduced from twenty-four (24) months following termination to twelve (12) months following the Effective Date of this Agreement (i.e., through and including January 19, 2025). Upon the expiration of such twelve (12)-month period, Aldrich shall have no further obligation under Section 9.2 of the Employment Agreement.
(ii) Scope of Restriction. During the twelve (12)-month period described in clause (i) above, Aldrich shall not, directly or indirectly, whether on his own behalf or on behalf of any other person or entity, solicit, recruit, hire, engage, or induce, or attempt to solicit, recruit, hire, engage, or induce, any employee of AMA with whom Aldrich worked or had a direct reporting relationship within the twelve (12) months preceding his termination date of October 14, 2022, to leave AMA's employment, to terminate his or her employment relationship with AMA, or to accept employment or engagement with any other person or entity. A list of AMA employees subject to this non-solicitation obligation is attached hereto as Exhibit D.
(iii) Exceptions. For the avoidance of doubt, the restriction set forth in clause (ii) above does not prohibit Aldrich from: (A) providing a general reference, recommendation, or endorsement for any AMA employee who independently contacts Aldrich without solicitation; (B) hiring or engaging any AMA employee who independently applies for a position with Aldrich's employer or business venture without having been solicited, recruited, or induced by Aldrich, directly or indirectly; or (C) engaging or communicating with any individual who is no longer employed by AMA at the time of the engagement or communication, regardless of whether such individual was previously an AMA employee.
(iv) Surviving Terms. All other terms and conditions of Section 9.2 of the Employment Agreement that are not inconsistent with the modifications set forth in this Section 6(b) shall remain in full force and effect during the twelve (12)-month period described in clause (i) above.
6(c) Non-Solicitation of Business Relationships (Section 9.3) — Modified.
Section 9.3 of the Employment Agreement is hereby modified as follows, and the modified terms shall supersede the corresponding provisions of Section 9.3 of the Employment Agreement to the extent of any inconsistency:
(i) Duration. The duration of the non-solicitation obligation set forth in Section 9.3 is hereby reduced from twenty-four (24) months following termination to twelve (12) months following the Effective Date of this Agreement (i.e., through and including January 19, 2025). Upon the expiration of such twelve (12)-month period, Aldrich shall have no further obligation under Section 9.3 of the Employment Agreement.
(ii) Scope of Restriction. During the twelve (12)-month period described in clause (i) above, Aldrich shall not, directly or indirectly, whether on his own behalf or on behalf of any other person or entity, solicit, divert, take away, or attempt to solicit, divert, or take away, any network, platform, streaming service, advertiser, sponsor, or other client or business relationship of AMA with whom Aldrich had material contact during the twenty-four (24) months preceding his termination date of October 14, 2022, for the purpose of providing products or services competitive with those offered by AMA, including without limitation the production, licensing, or distribution of unscripted or reality television content.
(iii) Surviving Terms. All other terms and conditions of Section 9.3 of the Employment Agreement that are not inconsistent with the modifications set forth in this Section 6(c) shall remain in full force and effect during the twelve (12)-month period described in clause (i) above.
6(d) Confidentiality (Section 9.4) — Unchanged; Remains in Full Force and Effect.
Section 9.4 of the Employment Agreement (the "Confidentiality Obligation") shall remain in full force and effect indefinitely, without modification of any kind. Aldrich hereby acknowledges and reaffirms his continuing obligation not to disclose, use, transmit, publish, or otherwise disseminate any Confidential Information (as defined in Section 9.4 of the Employment Agreement) to any person or entity, other than as may be required by applicable law, regulation, subpoena, court order, or other compulsory legal process, in which case Aldrich shall provide AMA with prompt written notice (to the extent permitted by law) prior to making any such disclosure, so as to allow AMA a reasonable opportunity to seek a protective order or other appropriate remedy.
For the avoidance of doubt, Confidential Information includes without limitation: proprietary content and creative materials (including show format bibles, pilot treatments, sizzle reels, casting notes, and production concepts); revenue models and financial projections; audience analytics and ratings data; talent agreements and compensation terms; production budgets and schedules; vendor and supplier contracts; advertiser and sponsor agreements; strategic plans and business development materials; and all other information that is designated or treated as confidential by AMA, whether or not specifically marked as such. The Confidentiality Obligation survives the termination of this Agreement and is not subject to, limited by, or affected by the mutual release set forth in Section 4 of this Agreement.
6(e) Acknowledgment Regarding Choice of Law.
The Employment Agreement contains a choice-of-law provision in Section 14.3 thereof, which provides that the Employment Agreement shall be governed by and construed in accordance with the laws of the State of New York. The Parties acknowledge and agree that, notwithstanding Section 14.3 of the Employment Agreement, the modifications to the Restrictive Covenant Provisions set forth in this Section 6 are made under and shall be governed by the laws of the State of California, consistent with the Parties' mutual agreement regarding the applicability of California Business and Professions Code Section 16600 to Section 9.1 of the Employment Agreement and the Parties' mutual agreement that the settlement and modification of the Restrictive Covenant Provisions should be governed by the law of the state in which Aldrich was principally employed and in which the Litigation is pending. This Agreement as a whole shall be governed by the laws of the State of California, without regard to conflict-of-laws principles, as more particularly set forth in Section 15 hereof.
SECTION 7 — RETURN OF MATERIALS
7(a) Aldrich's Obligation.
Within ten (10) business days of the Effective Date (i.e., by no later than February 2, 2024), Aldrich shall return to AMA, or permanently delete and destroy, all AMA proprietary materials in his possession, custody, or control, including without limitation:
(i) All copies, whether in physical or electronic form, of show format bibles, pilot sizzle reels, pilot treatments, production concepts, revenue models, audience analytics reports, talent deal terms and compensation summaries, production schedules, production budgets, vendor agreements, and any other documents, files, or materials containing or constituting Confidential Information;
(ii) All AMA proprietary materials stored on Aldrich's personal devices, including without limitation laptop computers, desktop computers, tablets, mobile phones, USB drives, external hard drives, and any other external storage devices;
(iii) All AMA proprietary materials stored in Aldrich's personal email accounts, including without limitation the email account galdrich.private@Northgate Software.com and any other personal email accounts used by Aldrich during his employment with AMA or at any time thereafter;
(iv) All AMA proprietary materials stored in Aldrich's personal cloud storage accounts, including without limitation any Larkspur Technologies, Hollowell Health IT, Meridian Systems, Cobalt Ridge Systems, or other cloud-based storage accounts;
(v) All copies of AMA proprietary materials that were transmitted by Aldrich to any third party, including without limitation Halcyon Creek Productions LLC, to the extent such copies are within Aldrich's possession, custody, or control; and
(vi) Any other AMA property, including without limitation company-issued equipment, access cards, keys, and corporate credit cards, to the extent not previously returned.
For the avoidance of doubt, Aldrich shall not be required to return, delete, or destroy: (A) his own personal correspondence that does not contain or reference Confidential Information; (B) his own personnel records or copies of his own pay records, pay stubs, tax forms, and benefits statements; or (C) documents reasonably necessary for Aldrich to enforce his rights under this Agreement or to comply with his tax obligations.
7(b) Certification of Compliance.
Within ten (10) business days of the Effective Date, Aldrich shall provide AMA (through its counsel, Calderwood & Harkness LLP, attention Renata Vasquez) with a written certification, in the form attached hereto as Exhibit C (or in such other form as AMA may reasonably require), signed by Aldrich under penalty of perjury under the laws of the State of California, confirming that he has fully complied with his obligations under Section 7(a), that he has returned or permanently deleted and destroyed all AMA proprietary materials in his possession, custody, or control, and that he has not retained any copies of such materials, whether in physical or electronic form.
7(c) AMA Verification.
AMA reserves the right to verify Aldrich's compliance with Section 7(a) through its IT security team or through a qualified third-party forensic technology vendor, to the extent consistent with applicable law and the tools and information reasonably available to AMA. Nothing in this Section 7(c) shall be construed to require Aldrich to provide AMA with access to his personal devices or personal accounts, except as may be ordered by a court of competent jurisdiction in connection with a bona fide dispute regarding Aldrich's compliance with Section 7(a).
SECTION 8 — NEUTRAL REFERENCE
AMA agrees that, in response to any inquiry from a prospective employer, recruiter, background investigation firm, or other third party regarding Aldrich's employment with AMA, AMA shall provide only a neutral reference, confirming the following information and no more:
(i) Aldrich's dates of employment: September 5, 2017 through October 14, 2022;
(ii) Aldrich's most recent title: Senior Vice President of Original Content & Executive Producer; and
(iii) Aldrich's eligibility for rehire: neutral (neither confirmed nor denied).
All reference inquiries regarding Aldrich shall be directed to Lorraine Okafor, Senior Vice President, Human Resources, or her designated successor, or to AMA's Human Resources department. AMA shall not designate any other individual as the point of contact for reference inquiries regarding Aldrich without prior written notice to Aldrich.
AMA shall instruct its officers, directors, and employees — including without limitation Jonathan Mercer (President), Dwayne Prescott (Vice President, Unscripted Programming), Gregory Tanaka (Vice President, Legal & Compliance), and Lorraine Okafor (Senior Vice President, Human Resources) — not to provide any additional information regarding Aldrich's employment, performance, termination, or the circumstances thereof, beyond the neutral reference described above, without Aldrich's prior written consent. AMA shall use commercially reasonable efforts to ensure compliance with this instruction by its personnel.
Notwithstanding the foregoing, this neutral reference provision shall not restrict AMA or any of its officers, directors, or employees from: (A) providing truthful testimony or statements in any legal proceeding, arbitration, mediation, or administrative hearing; (B) providing truthful statements or information to any federal, state, or local government body, regulatory agency, law enforcement authority, or self-regulatory organization; (C) responding to any subpoena, court order, or other compulsory legal process; or (D) making internal communications within AMA or AGMG for legitimate business purposes.
SECTION 9 — NON-DISPARAGEMENT
9(a) Mutual Non-Disparagement.
For a period of three (3) years from the Effective Date (i.e., through and including January 19, 2027), neither Party shall make, publish, post, disseminate, or cause to be made, published, posted, or disseminated, any disparaging, defamatory, derogatory, or injurious statements, comments, or remarks about the other Party or, in the case of AMA, about its officers, directors, or senior management, whether written, oral, electronic, or in any other form or medium, to any third party, including without limitation the media (print, broadcast, or online), social media platforms (including but not limited to Westvale Solutions, Northpoint Services Inc., Westmark Health IT, Kestrel Services Inc., Dunmore & Co., and any successor platforms), industry contacts, trade publications, potential employers, investors, analysts, business associates, or members of the public.
AMA's non-disparagement obligation under this Section 9(a) extends to AMA and its officers, directors, and senior management, including without limitation: Sir Edmund Halesworth (Chief Executive Officer, AGMG); Philippa Cartwright (General Counsel, AGMG); Jonathan Mercer (President, AMA); Dwayne Prescott (Vice President, Unscripted Programming, AMA); and Lorraine Okafor (Senior Vice President, Human Resources, AMA). AMA shall use commercially reasonable efforts to inform each of the foregoing individuals of AMA's non-disparagement obligation under this Agreement and to ensure their compliance therewith.
Aldrich's non-disparagement obligation under this Section 9(a) extends to Aldrich personally and to any agent, representative, spokesperson, or publicist acting on Aldrich's behalf or at Aldrich's direction. Aldrich shall use reasonable efforts to ensure that no person acting on his behalf or at his direction makes any statement that would constitute a breach of this Section 9(a).
9(b) Exceptions.  The non-disparagement obligations set forth in Section 9(a) above shall not restrict either Party from:
(i) Making truthful statements in any legal proceeding, arbitration, mediation, administrative hearing, or regulatory investigation, including without limitation providing truthful testimony under oath;
(ii) Making truthful statements to any federal, state, or local government body, regulatory agency, law enforcement authority, or self-regulatory organization, including without limitation the U.S. Securities and Exchange Commission, the U.K. Financial Conduct Authority, the California Department of Fair Employment and Housing, the U.S. Equal Employment Opportunity Commission, or the National Labor Relations Board;
(iii) Responding to any subpoena, court order, civil investigative demand, or other compulsory legal process;
(iv) Making statements protected by applicable law, including without limitation statements protected under the National Labor Relations Act (29 U.S.C. § 158), federal or state whistleblower protection statutes, or any other applicable law that prohibits the restriction or waiver of such statements; or
(v) Communicating with counsel in connection with the enforcement of this Agreement or any other legal matter.
SECTION 10 — CONFIDENTIALITY OF SETTLEMENT
10(a) Confidentiality Obligation.
The Parties agree that the terms and conditions of this Agreement, including without limitation the Settlement Payment amount, the tax allocation, the RSU treatment, and all other financial and non-financial terms set forth herein, are and shall remain strictly confidential. Neither Party shall disclose the terms of this Agreement, or any information regarding the settlement negotiations or the mediation, to any third party, except as follows:
(i) Professional Advisors. Either Party may disclose the terms of this Agreement to the Party's attorneys, accountants, tax advisors, and financial planners, on a need-to-know basis, provided that such individuals are informed of and agree to abide by the confidentiality obligations set forth in this Section 10.
(ii) Legal Compulsion. Either Party may disclose the terms of this Agreement as required by applicable law, regulation, court order, subpoena, or other compulsory legal process, including without limitation any disclosure required by securities laws or regulations applicable to AGMG as a publicly listed company on the London Stock Exchange (including the UK Listing Rules, the Disclosure Guidance and Transparency Rules, the Market Abuse Regulation, or any successor regulations). To the extent practicable and permitted by law, the disclosing Party shall provide the other Party with prompt written notice prior to making any such legally compelled disclosure, so as to allow the other Party a reasonable opportunity to seek a protective order or other appropriate remedy.
(iii) Insurance. AMA may disclose the terms of this Agreement to its insurers, including Pemberton Mutual Assurance Co. and Redcliffe Specialty Insurance Ltd., and to AMA's insurance broker, Kestrel Risk Advisors Ltd., to the extent necessary for insurance coverage, claims administration, and reporting purposes.
(iv) Corporate Governance. AMA may disclose the terms of this Agreement to AGMG's Board of Directors, Audit and Risk Committee, external auditors (Graystone & Parr LLP), and senior management, as necessary for corporate governance, financial reporting, internal audit, and regulatory compliance purposes.
(v) Enforcement. Either Party may disclose the terms of this Agreement in connection with any proceeding to enforce the terms of this Agreement.
(vi) Prospective Employers. Aldrich may disclose the existence of a settlement (but not the financial terms, the Settlement Payment amount, or the RSU treatment) to prospective employers, recruiters, or business partners. Aldrich may state that the Litigation was resolved on mutually agreeable terms and that neither party admitted any liability or wrongdoing.
10(b) Permitted Statement.
If asked about the resolution of the Litigation by any person or entity (other than as permitted in Section 10(a) above), either Party may state only the following: "The matter has been resolved on terms that are mutually acceptable to both parties. Neither party admits any liability or wrongdoing." Neither Party shall elaborate upon, supplement, or deviate from this permitted statement, except as expressly permitted by Section 10(a) above.
SECTION 11 — NO ADMISSION OF LIABILITY
This Agreement is entered into by the Parties for the sole purpose of compromising, settling, and finally resolving disputed claims and controversies. Nothing in this Agreement, and no action taken by either Party in connection with the negotiation, execution, or performance of this Agreement, shall be construed as, or deemed to constitute, an admission by either Party of any liability, wrongdoing, fault, or violation of any law, regulation, contract, or duty of any kind.
Without limiting the generality of the foregoing, nothing in this Agreement shall be construed as an admission by AMA that: (i) the "for cause" termination of Aldrich's employment was wrongful, pretextual, retaliatory, or otherwise improper; (ii) AMA violated any federal, state, or local law, regulation, or ordinance, or any contractual obligation owed to Aldrich; (iii) the Non-Competition Clause (Section 9.1 of the Employment Agreement) was unenforceable for any reason other than by mutual agreement of the Parties consistent with California Business and Professions Code Section 16600; or (iv) AMA's cross-claims against Aldrich lacked merit or factual basis.
Similarly, nothing in this Agreement shall be construed as an admission by Aldrich that: (i) he breached the Employment Agreement, any Restrictive Covenant Provision, or any other contractual obligation owed to AMA; (ii) he misappropriated trade secrets, breached fiduciary duties owed to AMA, or engaged in conversion of AMA property; (iii) the transmission of materials to his personal email account or to Halcyon Creek Productions LLC constituted a breach of any obligation or duty; or (iv) his claims against AMA in the Litigation lacked merit or factual basis.
This Agreement, and any evidence of the negotiations leading to this Agreement, shall not be offered or received as evidence in any action, suit, or proceeding as proof or admission of any liability, wrongdoing, or fault by either Party, except in a proceeding to enforce the terms and conditions of this Agreement.
SECTION 12 — REPRESENTATIONS AND WARRANTIES
12(a) Aldrich's Representations.
Aldrich hereby represents and warrants to AMA as follows:
(i) No Assignment. Aldrich has not assigned, transferred, conveyed, pledged, or otherwise disposed of any of the claims, demands, or causes of action released or discharged in this Agreement to any third party, and no other person or entity has any interest in any such claims, demands, or causes of action.
(ii) Authority. Aldrich has the full legal power, capacity, and authority to enter into this Agreement and to perform all of his obligations hereunder, and no consent or approval of any third party is required in connection with the execution and delivery of this Agreement by Aldrich.
(iii) Voluntary Execution. Aldrich has read this Agreement in its entirety, understands all of its terms and conditions, and enters into this Agreement voluntarily and without fraud, duress, coercion, or undue influence by any person or entity.
(iv) Representation by Counsel. Aldrich has been represented by counsel of his own choosing — Cameron Whitfield of Whitfield & Associates, 9465 Wilshire Boulevard, Suite 320, Beverly Hills, California 90212 — throughout the negotiation, review, and execution of this Agreement. Aldrich has had a full and adequate opportunity to consult with his counsel regarding this Agreement and its consequences.
(v) Adequate Consideration Period. Aldrich has been given adequate time to consider this Agreement, including at least twenty-one (21) days from the date the material terms were first proposed to him, and he has had a reasonable opportunity to review, consider, and discuss this Agreement with his counsel before executing it.
(vi) No Pending Claims. Aldrich has not filed any complaint, charge, claim, or action against AMA or any AMA Released Party with any court, agency, administrative body, or other tribunal, other than the Complaint filed in Case No. 22STCV41087, and Aldrich confirms that no workers' compensation claim against AMA is currently pending or has been filed by Aldrich.
12(b) AMA's Representations.
AMA hereby represents and warrants to Aldrich as follows:
(i) Authority. AMA has the full legal power and authority to enter into this Agreement and to perform all of its obligations hereunder, including without limitation the obligation to make the Settlement Payment and to cause AGMG to accelerate the vesting of the RSUs as described in Section 3(a).
(ii) Authorization. The execution, delivery, and performance of this Agreement by AMA has been duly authorized by AMA's designated decision-makers, including Gregory Tanaka, Vice President, Legal & Compliance, and all necessary corporate approvals and authorizations have been obtained.
(iii) RSU Acceleration. AMA will use commercially reasonable efforts to cause AGMG to perform the RSU acceleration described in Section 3(a) of this Agreement in accordance with the terms set forth herein, and AMA has obtained or will obtain the necessary approvals from AGMG's authorized representatives to effectuate such acceleration.
SECTION 13 — OLDER WORKERS BENEFIT PROTECTION ACT COMPLIANCE
To the extent that Aldrich may have claims under the Age Discrimination in Employment Act of 1967 (29 U.S.C. § 621 et seq.) (the "ADEA"), the following provisions are included in this Agreement in compliance with the Older Workers Benefit Protection Act of 1990 (29 U.S.C. § 626(f)):
(i) Advice of Counsel. Aldrich acknowledges that he has been advised in writing by this Agreement to consult with an attorney prior to executing this Agreement, and that he has

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