SUPERIOR COURT OF THE STATE OF CALIFORNIA

COUNTY OF LOS ANGELES — CENTRAL DISTRICT

I, Gregory Tanaka, declare as follows:

1. I am the Vice President of Legal & Compliance at Aurelius Media Americas Inc. ("AMA"), a position I have held since June 2019. In my capacity as Vice President of Legal & Compliance, I am responsible for overseeing AMA's legal affairs, regulatory compliance, and internal policy administration, including matters relating to employment law compliance, corporate governance, and risk management. I make this declaration based upon my personal knowledge and, where indicated, upon my review of AMA's business records maintained in the ordinary course of business. I am familiar with the manner in which such records are created, maintained, and stored. If called as a witness, I could and would competently testify to the matters stated herein.

2. AMA is a corporation organized and existing under the laws of the State of Delaware (Delaware Secretary of State File No. 5284731), and is qualified to do business in the State of California. AMA's principal office is located at 8500 Sunset Boulevard, Suite 1400, West Hollywood, California 90069. 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). AGMG is headquartered at 34 Kingsway, London WC2B 6EX, United Kingdom, and its ordinary shares are listed on the London Stock Exchange under the ticker symbol LSE: AGMG. AMA operates within the media, entertainment, and e-commerce industries, providing content production, digital media, live events, and direct-to-consumer commerce services throughout the United States. For the fiscal year ending December 31, 2022, AMA generated total United States revenue of approximately $687.4 million, as reflected in AMA's consolidated financial statements maintained in the ordinary course of business.

3. AMA employs approximately 3,200 employees in the United States, of whom approximately 2,400 are based in the State of California. AMA operates seven production and office facilities in California, each of which houses various departments, production units, and operational teams:

(a) 8500 Sunset Boulevard, Suite 1400, West Hollywood, California 90069, which serves as AMA's corporate headquarters and principal post-production facility;

(b) 4024 Penmark Strategy Partners Avenue, Studio City, California 91604, designated as Stage A & B, which is used for unscripted programming production;

(d) 3800 W. Alameda Avenue, Burbank, California 91505, which is used for live events and field production operations;

(e) 1438 N. Gower Street, Hollywood, California 90028, which is dedicated to scripted development and writers' rooms;

(f) 2120 Colorado Avenue, Santa Monica, California 90404, which serves as AMA's e-commerce studio for product photography, videography, and related commerce content; and

(g) 888 N. Sepulveda Boulevard, El Segundo, California 90245, which functions as a post-production annex for editing, color correction, and audio mixing services.

During the class period as alleged in Plaintiffs' Complaint, AMA has operated fourteen distinct production and show units across these facilities, all of which operate under Industrial Welfare Commission ("IWC") Wage Order 12 — Motion Picture Industry. Each of these production and show units is staffed by non-exempt, hourly employees who are subject to the policies and procedures described in this declaration.

4. AMA maintains comprehensive written policies and procedures regarding employee compensation, including policies governing meal periods, rest periods, overtime compensation, and timekeeping. These policies are set forth in AMA's Employee Handbook, which was most recently revised in March 2021. The Employee Handbook is distributed to all employees at the time of hire, and each employee is required to execute an acknowledgment of receipt. In addition, the Employee Handbook is available at all times to AMA employees through AMA's internal human resources portal, which is accessible via any company-issued computer, personal computer, or mobile device. AMA's written meal period policy, as set forth in Section 5.2 of the Employee Handbook, provides in relevant part:

"All non-exempt employees are entitled to a 30-minute uninterrupted meal period for shifts exceeding five (5) hours. A second 30-minute meal period shall be provided for shifts exceeding ten (10) hours. Employees who are unable to take a meal period for any reason must notify their supervisor immediately so that the meal period can be rescheduled or appropriate premium pay can be authorized."

This policy is designed to ensure that all non-exempt employees receive timely and compliant meal periods in accordance with California Labor Code sections 512 and 226.7 and the applicable provisions of IWC Wage Order 12. AMA's policy imposes an affirmative obligation on supervisors to authorize and permit meal periods and instructs employees to report any instance in which a meal period is missed, shortened, or interrupted.

5. AMA's written rest period policy, as set forth in Section 5.3 of the Employee Handbook, provides in relevant part:

"All non-exempt employees are entitled to a net 10-minute paid rest period for every four (4) hours worked or major fraction thereof. Rest periods shall be scheduled, insofar as practicable, in the middle of each work period."

This rest period policy is intended to comply with all applicable provisions of the California Labor Code and IWC Wage Order 12 governing rest periods for non-exempt employees, including the requirement that employers authorize and permit such rest periods. Supervisors at each production and show unit are instructed to schedule rest periods in a manner consistent with this policy and to ensure that employees are relieved of all duties during rest periods.

6. AMA utilizes the "TimeTrack Pro" electronic timekeeping system developed and licensed by NovaPay Solutions Inc. ("NovaPay"), a payroll and workforce management technology provider headquartered at 2200 Powell Street, Suite 600, Emeryville, California 94608. AMA has used the TimeTrack Pro system continuously since January 1, 2019 for all non-exempt, hourly employees at each of its California facilities. The TimeTrack Pro system records each employee's clock-in and clock-out times electronically, using either badge-swipe terminals located at each facility or, for field production personnel, through a web-based and mobile application interface. The system includes an automatic deduction feature that deducts thirty (30) minutes for meal periods for all shifts of six (6) hours or more, reflecting the standard meal period provided under AMA's written policy. Critically, the TimeTrack Pro system also includes a "Missed Meal Attestation" feature. This feature allows any employee to report a missed or shortened meal period directly through the timekeeping system at the time of the occurrence or at the conclusion of the employee's shift. When an employee activates the Missed Meal Attestation feature, the system automatically overrides the thirty-minute auto-deduction for the reported shift and triggers a one-hour meal period premium payment, which is then reflected on the employee's next regularly scheduled paycheck. The Missed Meal Attestation feature is available to all non-exempt employees and is described in both the Employee Handbook and in the TimeTrack Pro user guide, which is accessible on AMA's internal human resources portal.

7. AMA maintains policies and procedures requiring the payment of overtime compensation to all non-exempt employees in accordance with California Labor Code sections 510 and 1194 and all applicable IWC Wage Orders, including Wage Order 12. AMA's overtime policy, as set forth in Section 5.5 of the Employee Handbook, requires payment of overtime at the rate of one and one-half (1.5) times the employee's regular rate of pay for all hours worked in excess of eight (8) hours in a workday or forty (40) hours in a workweek, and at the rate of double (2.0) times the employee's regular rate of pay for all hours worked in excess of twelve (12) hours in a workday, in accordance with applicable law. AMA provides itemized wage statements to all employees with each pay period in accordance with California Labor Code section 226, including all information required by that statute. AMA's payroll processing, including the calculation and issuance of overtime payments and the preparation of itemized wage statements, is handled through NovaPay Solutions Inc. using the TimeTrack Pro system and NovaPay's integrated payroll engine. AMA's Payroll Manager is Karen Fong, who oversees payroll administration and timekeeping compliance for all AMA employees in California. Ms. Fong reports to me in my capacity as Vice President of Legal & Compliance and works closely with AMA's Human Resources department to ensure accurate and timely payroll processing.

8. AMA's Human Resources department, under the direction of Senior Vice President Lorraine Okafor, is responsible for ensuring compliance with all applicable federal and state wage-and-hour laws, including the California Labor Code, IWC Wage Orders, and related regulations. Ms. Okafor and her team work collaboratively with my department to review, update, and administer AMA's written employment policies, including the meal period, rest period, overtime, timekeeping, and wage statement policies described above. AMA's written policies are intended to comply with all applicable provisions of the California Labor Code, IWC Wage Orders, and related regulations. In addition, supervisors at each production and show unit — including Unit Production Managers and Line Producers — are provided with written guidelines regarding break scheduling and timekeeping compliance within the framework of AMA's written policies. These guidelines are distributed during onboarding for supervisory personnel and are reinforced through periodic training sessions conducted by the Human Resources department. AMA's compliance training program is designed to ensure that all supervisory personnel understand their obligations to authorize and permit meal and rest periods and to accurately record employee work time.

9. In connection with this declaration, I have reviewed Plaintiffs' Complaint filed in this action, including the Seventh Cause of Action asserted under California Business and Professions Code section 17200 et seq. (the "UCL Claim"). The UCL Claim alleges, in conclusory terms, that AMA's compensation practices constitute "unlawful, unfair, and fraudulent" business practices within the meaning of the Unfair Competition Law. I have carefully reviewed the allegations set forth in the Seventh Cause of Action and compared them with the allegations in the first through sixth causes of action in the Complaint. The Complaint does not identify any business practice of AMA — apart from the payroll, timekeeping, and scheduling practices already challenged in the first six causes of action (which assert claims for meal period violations, rest period violations, overtime violations, minimum wage violations, inaccurate wage statement violations, and waiting time penalties) — that independently constitutes an unfair or fraudulent business practice under the UCL. To my knowledge, based on my review of AMA's business records, policies, and practices, AMA has not engaged in any conduct or practice outside the scope of the Labor Code claims alleged in the first through sixth causes of action that would give rise to an independent UCL cause of action. Moreover, the remedies sought by Plaintiffs in the Seventh Cause of Action — namely, restitution and injunctive relief — overlap entirely with the remedies available to Plaintiffs under the Labor Code causes of action asserted in the first through sixth causes of action.

10. To my knowledge, AMA has not engaged in any business practice directed at its employees — separate and apart from its payroll, timekeeping, and scheduling policies as described in this declaration — that could be characterized as "unfair" or "fraudulent" within the meaning of California Business and Professions Code section 17200. The alleged injuries to Plaintiffs and the putative class — consisting of unpaid meal period premiums, unpaid rest period premiums, unpaid overtime compensation, unpaid minimum wages, inaccurate wage statements, and waiting time penalties — are the same injuries alleged under the Labor Code causes of action set forth in the first through sixth causes of action of the Complaint. These alleged injuries do not constitute a separate "loss of money or property" resulting from an independent unfair business practice within the meaning of the UCL. Rather, the UCL Claim is entirely derivative of, and wholly dependent upon, the underlying Labor Code claims, and does not allege any facts establishing an independent basis for UCL liability.

11. Based on my review of AMA's employment and payroll records maintained in the ordinary course of business, the putative class in this action consists of approximately 1,850 current and former non-exempt, hourly employees of AMA. The class period as pled in the Complaint runs from November 1, 2018 through the present. All putative class members are or were employees of AMA who were subject to the same written policies and procedures described in this declaration, including the meal period, rest period, overtime, timekeeping, and wage statement policies set forth in AMA's Employee Handbook and administered through the TimeTrack Pro system. AMA's written policies applied uniformly to all non-exempt, hourly employees across all seven California facilities and all fourteen production and show units during the class period.

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

Executed on December 20, 2022, at West Hollywood, California.

________________________________________

Gregory Tanaka Vice President of Legal & Compliance Aurelius Media Americas Inc.

Prepared by:

CALDERWOOD & HARKNESS LLP 777 South Flower Street, Suite 4200 Los Angeles, California 90017

Attorneys for Defendant Aurelius Media Americas Inc.

MARISOL FUENTES, individually and on behalf of all others similarly situated,	Case No. 22STCV38214
Plaintiff,	DECLARATION OF GREGORY TANAKA IN SUPPORT OF DEFENDANT'S DEMURRER TO PLAINTIFFS' SEVENTH CAUSE OF ACTION (UNFAIR BUSINESS PRACTICES — CAL. BUS. & PROF. CODE § 17200)

AURELIUS MEDIA AMERICAS INC., a Delaware corporation; and DOES 1 through 50, inclusive,

Defendants.

SUPERIOR COURT OF THE STATE OF CALIFORNIA
COUNTY OF LOS ANGELES — CENTRAL DISTRICT
I, Gregory Tanaka, declare as follows:
1. I am the Vice President of Legal & Compliance at Aurelius Media Americas Inc. ("AMA"), a position I have held since June 2019. In my capacity as Vice President of Legal & Compliance, I am responsible for overseeing AMA's legal affairs, regulatory compliance, and internal policy administration, including matters relating to employment law compliance, corporate governance, and risk management. I make this declaration based upon my personal knowledge and, where indicated, upon my review of AMA's business records maintained in the ordinary course of business. I am familiar with the manner in which such records are created, maintained, and stored. If called as a witness, I could and would competently testify to the matters stated herein.
2. AMA is a corporation organized and existing under the laws of the State of Delaware (Delaware Secretary of State File No. 5284731), and is qualified to do business in the State of California. AMA's principal office is located at 8500 Sunset Boulevard, Suite 1400, West Hollywood, California 90069. 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). AGMG is headquartered at 34 Kingsway, London WC2B 6EX, United Kingdom, and its ordinary shares are listed on the London Stock Exchange under the ticker symbol LSE: AGMG. AMA operates within the media, entertainment, and e-commerce industries, providing content production, digital media, live events, and direct-to-consumer commerce services throughout the United States. For the fiscal year ending December 31, 2022, AMA generated total United States revenue of approximately $687.4 million, as reflected in AMA's consolidated financial statements maintained in the ordinary course of business.
3. AMA employs approximately 3,200 employees in the United States, of whom approximately 2,400 are based in the State of California. AMA operates seven production and office facilities in California, each of which houses various departments, production units, and operational teams:
(a) 8500 Sunset Boulevard, Suite 1400, West Hollywood, California 90069, which serves as AMA's corporate headquarters and principal post-production facility;
(b) 4024 Penmark Strategy Partners Avenue, Studio City, California 91604, designated as Stage A & B, which is used for unscripted programming production;
(c) 15301 Ventura Boulevard, Suite 300, Sherman Oaks, California 91403, which houses AMA's digital content division;
(d) 3800 W. Alameda Avenue, Burbank, California 91505, which is used for live events and field production operations;
(e) 1438 N. Gower Street, Hollywood, California 90028, which is dedicated to scripted development and writers' rooms;
(f) 2120 Colorado Avenue, Santa Monica, California 90404, which serves as AMA's e-commerce studio for product photography, videography, and related commerce content; and
(g) 888 N. Sepulveda Boulevard, El Segundo, California 90245, which functions as a post-production annex for editing, color correction, and audio mixing services.
During the class period as alleged in Plaintiffs' Complaint, AMA has operated fourteen distinct production and show units across these facilities, all of which operate under Industrial Welfare Commission ("IWC") Wage Order 12 — Motion Picture Industry. Each of these production and show units is staffed by non-exempt, hourly employees who are subject to the policies and procedures described in this declaration.
4. AMA maintains comprehensive written policies and procedures regarding employee compensation, including policies governing meal periods, rest periods, overtime compensation, and timekeeping. These policies are set forth in AMA's Employee Handbook, which was most recently revised in March 2021. The Employee Handbook is distributed to all employees at the time of hire, and each employee is required to execute an acknowledgment of receipt. In addition, the Employee Handbook is available at all times to AMA employees through AMA's internal human resources portal, which is accessible via any company-issued computer, personal computer, or mobile device. AMA's written meal period policy, as set forth in Section 5.2 of the Employee Handbook, provides in relevant part:
"All non-exempt employees are entitled to a 30-minute uninterrupted meal period for shifts exceeding five (5) hours. A second 30-minute meal period shall be provided for shifts exceeding ten (10) hours. Employees who are unable to take a meal period for any reason must notify their supervisor immediately so that the meal period can be rescheduled or appropriate premium pay can be authorized."
This policy is designed to ensure that all non-exempt employees receive timely and compliant meal periods in accordance with California Labor Code sections 512 and 226.7 and the applicable provisions of IWC Wage Order 12. AMA's policy imposes an affirmative obligation on supervisors to authorize and permit meal periods and instructs employees to report any instance in which a meal period is missed, shortened, or interrupted.
5. AMA's written rest period policy, as set forth in Section 5.3 of the Employee Handbook, provides in relevant part:
"All non-exempt employees are entitled to a net 10-minute paid rest period for every four (4) hours worked or major fraction thereof. Rest periods shall be scheduled, insofar as practicable, in the middle of each work period."
This rest period policy is intended to comply with all applicable provisions of the California Labor Code and IWC Wage Order 12 governing rest periods for non-exempt employees, including the requirement that employers authorize and permit such rest periods. Supervisors at each production and show unit are instructed to schedule rest periods in a manner consistent with this policy and to ensure that employees are relieved of all duties during rest periods.
6. AMA utilizes the "TimeTrack Pro" electronic timekeeping system developed and licensed by NovaPay Solutions Inc. ("NovaPay"), a payroll and workforce management technology provider headquartered at 2200 Powell Street, Suite 600, Emeryville, California 94608. AMA has used the TimeTrack Pro system continuously since January 1, 2019 for all non-exempt, hourly employees at each of its California facilities. The TimeTrack Pro system records each employee's clock-in and clock-out times electronically, using either badge-swipe terminals located at each facility or, for field production personnel, through a web-based and mobile application interface. The system includes an automatic deduction feature that deducts thirty (30) minutes for meal periods for all shifts of six (6) hours or more, reflecting the standard meal period provided under AMA's written policy. Critically, the TimeTrack Pro system also includes a "Missed Meal Attestation" feature. This feature allows any employee to report a missed or shortened meal period directly through the timekeeping system at the time of the occurrence or at the conclusion of the employee's shift. When an employee activates the Missed Meal Attestation feature, the system automatically overrides the thirty-minute auto-deduction for the reported shift and triggers a one-hour meal period premium payment, which is then reflected on the employee's next regularly scheduled paycheck. The Missed Meal Attestation feature is available to all non-exempt employees and is described in both the Employee Handbook and in the TimeTrack Pro user guide, which is accessible on AMA's internal human resources portal.
7. AMA maintains policies and procedures requiring the payment of overtime compensation to all non-exempt employees in accordance with California Labor Code sections 510 and 1194 and all applicable IWC Wage Orders, including Wage Order 12. AMA's overtime policy, as set forth in Section 5.5 of the Employee Handbook, requires payment of overtime at the rate of one and one-half (1.5) times the employee's regular rate of pay for all hours worked in excess of eight (8) hours in a workday or forty (40) hours in a workweek, and at the rate of double (2.0) times the employee's regular rate of pay for all hours worked in excess of twelve (12) hours in a workday, in accordance with applicable law. AMA provides itemized wage statements to all employees with each pay period in accordance with California Labor Code section 226, including all information required by that statute. AMA's payroll processing, including the calculation and issuance of overtime payments and the preparation of itemized wage statements, is handled through NovaPay Solutions Inc. using the TimeTrack Pro system and NovaPay's integrated payroll engine. AMA's Payroll Manager is Karen Fong, who oversees payroll administration and timekeeping compliance for all AMA employees in California. Ms. Fong reports to me in my capacity as Vice President of Legal & Compliance and works closely with AMA's Human Resources department to ensure accurate and timely payroll processing.
8. AMA's Human Resources department, under the direction of Senior Vice President Lorraine Okafor, is responsible for ensuring compliance with all applicable federal and state wage-and-hour laws, including the California Labor Code, IWC Wage Orders, and related regulations. Ms. Okafor and her team work collaboratively with my department to review, update, and administer AMA's written employment policies, including the meal period, rest period, overtime, timekeeping, and wage statement policies described above. AMA's written policies are intended to comply with all applicable provisions of the California Labor Code, IWC Wage Orders, and related regulations. In addition, supervisors at each production and show unit — including Unit Production Managers and Line Producers — are provided with written guidelines regarding break scheduling and timekeeping compliance within the framework of AMA's written policies. These guidelines are distributed during onboarding for supervisory personnel and are reinforced through periodic training sessions conducted by the Human Resources department. AMA's compliance training program is designed to ensure that all supervisory personnel understand their obligations to authorize and permit meal and rest periods and to accurately record employee work time.
9. In connection with this declaration, I have reviewed Plaintiffs' Complaint filed in this action, including the Seventh Cause of Action asserted under California Business and Professions Code section 17200 et seq. (the "UCL Claim"). The UCL Claim alleges, in conclusory terms, that AMA's compensation practices constitute "unlawful, unfair, and fraudulent" business practices within the meaning of the Unfair Competition Law. I have carefully reviewed the allegations set forth in the Seventh Cause of Action and compared them with the allegations in the first through sixth causes of action in the Complaint. The Complaint does not identify any business practice of AMA — apart from the payroll, timekeeping, and scheduling practices already challenged in the first six causes of action (which assert claims for meal period violations, rest period violations, overtime violations, minimum wage violations, inaccurate wage statement violations, and waiting time penalties) — that independently constitutes an unfair or fraudulent business practice under the UCL. To my knowledge, based on my review of AMA's business records, policies, and practices, AMA has not engaged in any conduct or practice outside the scope of the Labor Code claims alleged in the first through sixth causes of action that would give rise to an independent UCL cause of action. Moreover, the remedies sought by Plaintiffs in the Seventh Cause of Action — namely, restitution and injunctive relief — overlap entirely with the remedies available to Plaintiffs under the Labor Code causes of action asserted in the first through sixth causes of action.
10. To my knowledge, AMA has not engaged in any business practice directed at its employees — separate and apart from its payroll, timekeeping, and scheduling policies as described in this declaration — that could be characterized as "unfair" or "fraudulent" within the meaning of California Business and Professions Code section 17200. The alleged injuries to Plaintiffs and the putative class — consisting of unpaid meal period premiums, unpaid rest period premiums, unpaid overtime compensation, unpaid minimum wages, inaccurate wage statements, and waiting time penalties — are the same injuries alleged under the Labor Code causes of action set forth in the first through sixth causes of action of the Complaint. These alleged injuries do not constitute a separate "loss of money or property" resulting from an independent unfair business practice within the meaning of the UCL. Rather, the UCL Claim is entirely derivative of, and wholly dependent upon, the underlying Labor Code claims, and does not allege any facts establishing an independent basis for UCL liability.
11. Based on my review of AMA's employment and payroll records maintained in the ordinary course of business, the putative class in this action consists of approximately 1,850 current and former non-exempt, hourly employees of AMA. The class period as pled in the Complaint runs from November 1, 2018 through the present. All putative class members are or were employees of AMA who were subject to the same written policies and procedures described in this declaration, including the meal period, rest period, overtime, timekeeping, and wage statement policies set forth in AMA's Employee Handbook and administered through the TimeTrack Pro system. AMA's written policies applied uniformly to all non-exempt, hourly employees across all seven California facilities and all fourteen production and show units during the class period.
I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct.
Executed on December 20, 2022, at West Hollywood, California.
________________________________________
Gregory Tanaka Vice President of Legal & Compliance Aurelius Media Americas Inc.
Prepared by:
CALDERWOOD & HARKNESS LLP 777 South Flower Street, Suite 4200 Los Angeles, California 90017
Attorneys for Defendant Aurelius Media Americas Inc.
MARISOL FUENTES, individually and on behalf of all others similarly situated, | Case No. 22STCV38214
Plaintiff, | DECLARATION OF GREGORY TANAKA IN SUPPORT OF DEFENDANT'S DEMURRER TO PLAINTIFFS' SEVENTH CAUSE OF ACTION (UNFAIR BUSINESS PRACTICES — CAL. BUS. & PROF. CODE § 17200)
v.
AURELIUS MEDIA AMERICAS INC., a Delaware corporation; and DOES 1 through 50, inclusive,
Defendants.

SUPERIOR COURT OF THE STATE OF CALIFORNIA

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