**PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION**
Dear Fiona,
I am writing to confirm that the engagement letter dated May 2, 2023 between Calderwood & Harkness LLP and Aurelius Global Media Group PLC has been fully executed. We have received the countersigned copy bearing your signature on behalf of the Board of Directors of AGMG. Thank you for the efficient turnaround.
As set forth in the engagement letter, Calderwood & Harkness has been retained to conduct an independent, privileged workplace investigation into allegations of sexual harassment, retaliation, and hostile work environment against Marcus Hale, President of Aurelius Pacific Studios Inc. This engagement has been authorized jointly by the People & Culture Committee (chaired by Dame Cordelia Ashworth) and the Audit & Risk Committee (chaired by Raymond Okoro), pursuant to their joint resolution dated April 28, 2023. We acknowledge that CEO Elliot Vane has been formally recused from oversight of this investigation given his direct reporting relationship with Mr. Hale.
**Staffing Plan**
The following team has been assigned to this matter:
- **Bernard Crawford** — Responsible Partner. I will provide overall strategic direction for the investigation and will personally lead key witness interviews. (Rate: $1,350/hr) - **Renata Vasquez** — Billing Partner. Renata will assist on strategic and procedural matters throughout the engagement. (Rate: $1,275/hr) - **Devon Archer** — Lead Associate. Devon will serve as the day-to-day investigation lead, managing witness interviews, document review, and coordination with internal stakeholders and forensics vendors. (Rate: $875/hr) - **Nadia Petrov** — Working Associate. Nadia will support document review, witness interviews, and legal research. (Rate: $725/hr)
As the document review phase progresses, we anticipate bringing on contract review attorneys ($480/hr) and paralegals ($415/hr) as needed, at the rates specified in the engagement letter.
For day-to-day matters, your primary point of contact will be Devon Archer. I remain available at all times for escalation and all privileged communications.
**Immediate Next Steps**
I would like to outline the following action items so that we can move forward promptly:
**(a) Litigation Hold / Document Preservation Notice**
We have prepared a draft litigation hold and document preservation notice for issuance by Aurelius Pacific Studios Inc. The draft is attached to this email for your review. I ask that you coordinate with Victor Gallegos, VP of Human Resources at APS (Burbank), to issue the hold to all relevant custodians as soon as practicable — ideally no later than the end of this week. The hold covers all documents, electronic communications (including email, Meridian Solutions, and text messages), HR records, and other materials relating to Marcus Hale, Jenna Morales, Claire Ngo, Darren Whitfield, and related matters for the period January 1, 2019 through the present. Timely issuance is critical to preserving the integrity of the evidentiary record.
**(b) Initial Scoping Call**
I would like to schedule an initial scoping call early next week with you, Victor Gallegos (VP HR, APS), and Patricia Sung (Chief People Officer, AGMG). The purpose of this call will be to:
- Define the scope and parameters of the investigation; - Identify initial custodians and document sources; - Gather background on the underlying complaints, including the Meridian Compliance Solutions hotline complaint (case reference MCS-1014-00001, filed April 18, 2023); - Obtain copies of relevant company policies, including the AGMG Global Code of Conduct v4.2 and the APS Employee Handbook CA Supplement; - Coordinate logistics for on-site access at the APS Burbank headquarters (3200 West Alameda Avenue, Suite 400, Burbank, CA 91505).
Could you please confirm your availability for early next week and provide contact information for Mr. Gallegos and Ms. Sung if not already shared with our team?
**(c) Forensic Collection Vendor**
We intend to retain a digital forensics firm to conduct forensic collection and processing of electronic communications from identified custodians. We have worked extensively with Linden Forensics Group Inc., based in San Francisco, on similar matters and anticipate engaging them for this purpose. Please let us know if there are any conflict concerns or preferences on the client side. We anticipate the forensics engagement commencing within the next week.
**(d) Coordination with UK Counsel**
We understand that Pendleton & Warwick LLP serves as AGMG's regular UK corporate counsel. Given that AGMG is incorporated in England and Wales and listed on the London Stock Exchange (AIM market), we recommend early coordination with Pendleton & Warwick on cross-border privilege protocols. The investigation may implicate UK corporate governance and disclosure obligations, and it is prudent to address those issues at the outset. I would be grateful if you could facilitate an introduction to the relevant contact at P&W so that we can establish a coordinated approach.
**(e) Administrative Leave for Marcus Hale**
We recommend that the Board consider placing Marcus Hale on paid administrative leave pending the investigation. In connection with any such leave, we would further recommend immediate suspension of Mr. Hale's access to company email, Meridian Solutions, and all internal systems. These measures are important to preserve the integrity of the investigation and to prevent potential interference with witnesses or evidence. Given Mr. Hale's seniority — he serves as President of APS and reports directly to CEO Vane — this step should be coordinated through Mr. Gallegos and handled with appropriate discretion. We are happy to advise on the communication strategy surrounding any such action.
**(f) Insurance Notifications**
We will prepare notice letters to AGMG's Employment Practices Liability Insurance carrier, Northbridge Mutual Insurance Co. (Policy No. NM-EPLI-2023-00417), and Directors & Officers carrier, Castlemaine Underwriters Ltd. (Policy No. CU-DO-2023-11283), to ensure timely notification of the potential claims. I note that the EPLI policy carries a self-insured retention of $500,000. Could you please confirm the current contact details for Kessler & Dunn Insurance Brokers Ltd., AGMG's insurance broker, so that we can coordinate the notice process through the appropriate channels?
**Demand Letter from Nakamura Reeves LLP**
We are aware that Sandra Reeves of Nakamura Reeves LLP sent a demand letter dated April 20, 2023 on behalf of Jenna Morales, the primary complainant, to Aurelius Pacific Studios Inc. We will respond to Nakamura Reeves to acknowledge receipt of the demand letter and to inform them that an independent investigation has been initiated. If a copy of the demand letter has not yet been provided to our team, I would ask that you forward it at your earliest convenience.
**Reporting Structure**
I wish to confirm that Calderwood & Harkness's reporting line for this matter runs to the People & Culture Committee and the Audit & Risk Committee through you in your capacity as Board liaison and General Counsel. All substantive findings and recommendations will be communicated to the Board committees through you. We will provide periodic status updates at intervals to be agreed upon during our initial scoping call.
**Closing**
Fiona, we appreciate the confidence the Board has placed in Calderwood & Harkness in retaining us for this sensitive matter. We are committed to conducting a thorough, fair, and prompt investigation, and we will move with appropriate urgency in the coming days. Please do not hesitate to call me directly with any immediate questions.
I look forward to speaking with you soon.
Warm regards,
**Bernard Crawford** Partner
**Attachments:** 1. Fully Executed Engagement Letter (dated May 2, 2023) 2. Draft Litigation Hold / Document Preservation Notice (for issuance by APS)
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