1017-00005 · Aurelius Global Media Group · Correspondence/Thornfield

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CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED

CALDERWOOD & HARKNESS LLP Attorneys at Law

1999 Avenue of the Stars, Suite 2800 Los Angeles, California 90067

Bernard Crawford Partner, Labor & Employment Direct: (310) 557-4100 Facsimile: (310) 557-4101

Email: bcrawford@calderwoodharkness.com

May 30, 2023

Graham Thornfield, Esq. Founding Partner Thornfield & Associates LLP 10250 Constellation Boulevard, Suite 1950 Los Angeles, California 90067

Re: Independent Workplace Investigation — Aurelius Global Media Group PLC / Aurelius Pacific Studios Inc.; Interview of Marcus Hale, President Calderwood & Harkness Matter No. 1017-00005

Via Email (gthornfield@thornfieldlaw.com) and First-Class Mail

Dear Mr. Thornfield:

I. Purpose and Reference to Prior Correspondence

We write in response to your letter dated May 24, 2023, in which you set forth certain conditions and requests regarding the participation of your client, Marcus Hale, in an investigative interview to be conducted by this firm. We also refer to our initial scheduling letter to you dated May 19, 2023, in which we first proposed the interview and outlined the general framework within which it would be conducted.

The purpose of this letter is to confirm the interview protocol that has been agreed upon following discussions between our respective offices over the past week, and to address certain additional matters raised in your May 24 correspondence. We appreciate the constructive nature of those discussions and your willingness to engage on these matters in advance of the scheduled interview date.

As you are aware, Calderwood & Harkness LLP was retained by the Board of Directors of Aurelius Global Media Group PLC ("AGMG" or the "Company") through Fiona Blackwood, General Counsel, to conduct an independent privileged investigation into workplace conduct allegations concerning Mr. Hale in his capacity as President of Aurelius Pacific Studios Inc. ("Aurelius Pacific" or the "Studio"). The investigation is being conducted at the joint direction of the People & Culture Committee of the AGMG Board, chaired by Dame Cordelia Ashworth, and the Audit & Risk Committee of the AGMG Board, chaired by Raymond Okoro. Calderwood & Harkness is acting as independent outside counsel to the Board in connection with this investigation and reports directly to the aforementioned committees on all matters relating to the investigation's progress, findings, and conclusions.

We trust that the protocol described below accurately reflects our mutual understanding, and we look forward to your written confirmation as set forth in Section XI of this letter.

II. Interview Date, Time, and Location

We confirm that the interview of Mr. Hale is scheduled for Thursday, June 15, 2023. The interview will take place at the offices of Calderwood & Harkness LLP, located at 1999 Avenue of the Stars, Suite 2800, Los Angeles, California 90067. We ask that Mr. Hale and you arrive no later than 8:45 a.m. PDT, with the interview to commence promptly at 9:00 a.m. PDT.

We anticipate that the interview may require a significant portion of the day. While we have taken into account the request set forth in your May 24 letter regarding limitations on the duration of the interview session, we must preserve adequate time to conduct a thorough and comprehensive interview consistent with our obligations to the Company and to the Board, and consistent with the employer's obligations under California law, including but not limited to the duty to take all reasonable steps to prevent harassment and discrimination in the workplace. See Cal. Gov. Code § 12940(k); see also EEOC Enforcement Guidance on Vicarious Employer Liability for Unlawful Harassment by Supervisors (June 18, 1999). We are confident that a full day will provide sufficient time, and we will endeavor to proceed as efficiently as possible.

Reasonable breaks will be provided at regular intervals and upon reasonable request. We will arrange for a private conference room adjacent to the interview room to be available for your use during breaks, should you wish to confer privately with Mr. Hale. We will also provide water, coffee, and light refreshments, and a lunch break of at least forty-five (45) minutes will be scheduled midday.

III. Attendance of Counsel

We confirm that you, Graham Thornfield of Thornfield & Associates LLP, may attend the interview in your capacity as personal counsel to Marcus Hale. We understand that Mr. Hale has retained your firm to provide him with individual legal representation in connection with this investigation and any related matters, and we respect his right to the assistance of personal counsel throughout this process.

To ensure clarity regarding the role of personal counsel during the interview, we set forth the following guidelines, which are consistent with standard investigative practice:

(a) You may be present in the interview room at all times during the interview.

(b) You may confer privately with Mr. Hale during scheduled breaks and, upon reasonable request, during brief pauses in the interview. We ask that such requests be made to the lead interviewer and that they not be so frequent as to impede the orderly progress of the interview.

(c) The interview itself will be conducted by Calderwood & Harkness attorneys. Questions will be directed to Mr. Hale by the interviewers, and Mr. Hale should respond directly to the interviewers.

(d) You may raise objections to specific questions, which will be noted for the record by our team. In the event of an objection, we will note the objection, and the interview will proceed. Mr. Hale may decline to answer a particular question on the advice of his counsel, and we will note that declination as well; however, we reserve the right to draw whatever inferences may be appropriate from any refusal to respond, consistent with Mr. Hale's obligations as a senior officer of the Company.

(e) We ask that you refrain from coaching, supplementing, or directing Mr. Hale's answers during the interview session itself. If you wish to make a statement or provide context on behalf of your client, we invite you to do so either through the written position statement referenced in Section VI below or during a break.

The Calderwood & Harkness team conducting the interview will consist of the following attorneys:

• Bernard Crawford, Partner — Responsible Partner and lead interviewer

• Devon Archer, Associate — Lead associate and co-interviewer

• Nadia Petrov, Associate — Attending for purposes of contemporaneous note-taking and memorialization

No other persons will be present in the interview room unless agreed upon in advance by both parties. We do not anticipate the need for any additional attendees on our side.

IV. Upjohn / Corporate Miranda Admonition

At the outset of the interview, before any substantive questioning begins, Calderwood & Harkness will administer the standard Upjohn admonition to Mr. Hale. See Upjohn Co. v. United States, 449 U.S. 383 (1981). This admonition is a standard and well-recognized component of internal corporate investigations and is designed to ensure that Mr. Hale has a clear understanding of the nature of the representation and the applicable privilege.

Specifically, we will advise Mr. Hale of the following:

(a) Calderwood & Harkness LLP represents Aurelius Global Media Group PLC, including its subsidiaries and affiliates, in connection with this investigation. Calderwood & Harkness does not represent Mr. Hale in his individual capacity.

(b) The interview is being conducted for the purpose of gathering facts relevant to the investigation. The communications that occur during the interview are protected by the attorney-client privilege, which belongs to the Company and not to Mr. Hale individually.

(c) The Company, through its Board of Directors or their designees, may choose to waive or not waive the attorney-client privilege at its sole discretion, including by disclosing the contents of the interview or the conclusions drawn therefrom to third parties such as regulatory authorities, law enforcement, or others, without Mr. Hale's consent.

(d) Mr. Hale should not discuss the substance of the interview with other employees, officers, directors (other than as directed by the Board committees), or third parties, other than his personal counsel at Thornfield & Associates LLP.

We will ask Mr. Hale to confirm on the record that he understands each of the foregoing points before the substantive portion of the interview begins.

We acknowledge that Mr. Hale has retained separate personal counsel, and we wish to make clear that the Upjohn admonition administered by Calderwood & Harkness does not impair, affect, or in any way limit the separate attorney-client relationship between Mr. Hale and Thornfield & Associates LLP. Communications between Mr. Hale and your firm remain independently privileged.

V. Scope of Interview Topics

Your letter of May 24, 2023 requested that Calderwood & Harkness provide, in advance of the interview, a detailed description of the specific allegations to be discussed, including the identities of complaining witnesses, relevant dates, and supporting documentary evidence. We have carefully considered this request.

Consistent with our obligations to conduct a fair and thorough investigation, and while preserving the integrity of the investigative process, we will provide the following general description of the categories of allegations that will be addressed during the interview. We believe this description provides Mr. Hale with sufficient notice to prepare meaningfully for the interview, while appropriately safeguarding the confidentiality of the investigation and the interests of the individuals who have come forward:

(a) Allegations of Sexual Harassment. The interview will address allegations that Mr. Hale engaged in sexual harassment, including but not limited to unwanted sexual advances toward subordinate employees and sexually explicit comments made in workplace settings, including on Company premises, at Company-sponsored events, and during business travel.

(b) Allegations of Hostile Work Environment. The interview will address allegations that Mr. Hale created, fostered, or permitted a hostile work environment within Aurelius Pacific Studios Inc., including an environment characterized by intimidation, sexually charged conduct, and the toleration of inappropriate workplace behavior by others under his supervision.

(c) Allegations of Retaliation. The interview will address allegations that Mr. Hale engaged in retaliatory conduct against employees who raised concerns about his workplace behavior, rejected his advances, or participated in internal complaint processes, including but not limited to adverse employment actions, reassignments, marginalization, and threats.

(d) Compliance with Company Policies. The interview will address Mr. Hale's compliance with applicable Aurelius company policies, including:

(i) the AGMG Global Code of Conduct, Version 4.2, effective January 1, 2022;

(ii) the Aurelius Pacific Studios Inc. Employee Handbook, California Supplement, revised March 15, 2022, specifically including but not limited to Section 5.3 (Prohibition of Harassment, Discrimination, and Retaliation), Section 5.7 (Workplace Relationships and Conflicts of Interest), and Section 8.1 (Reporting Obligations and Non-Retaliation Policy).

We understand your desire to provide Mr. Hale with the most complete possible picture of the allegations. However, consistent with standard investigative practice and our obligations to the Board and to the complaining parties, we will not provide witness identities, specific documentary evidence, or detailed factual summaries in advance of the interview. During the interview itself, we will put specific factual allegations to Mr. Hale so that he has a fair and meaningful opportunity to respond to each allegation with full knowledge of the specific claims being made. This approach balances Mr. Hale's right to respond to the allegations against him with the need to protect the integrity of the investigation and the safety and confidentiality of the individuals involved.

We are confident that this approach is consistent with applicable legal standards governing workplace investigations in California and comports with widely accepted best practices for independent investigations of this nature.

VI. Written Position Statement

We confirm that Mr. Hale may submit a written position statement through Thornfield & Associates LLP setting forth his account of events, any defenses or contextual information he wishes to provide, and any other matters he believes are relevant to the investigation.

We respectfully request that the written position statement be submitted to our office on or before June 12, 2023 — that is, at least three (3) business days prior to the scheduled interview date — so that our team may review and consider its contents in preparing for the interview. Submission may be made via email to the undersigned at bcrawford@calderwoodharkness.com and to Devon Archer at darcher@calderwoodharkness.com.

Calderwood & Harkness will accept and consider the written position statement as part of the investigation record. To the extent the statement raises matters not otherwise covered in our interview outline, we will endeavor to address those matters during the interview as appropriate.

We wish to clarify that the submission of a written position statement does not substitute for Mr. Hale's participation in the scheduled interview. The in-person interview remains an essential component of the investigation, and the Board committees directing this investigation expect that all relevant individuals, including Mr. Hale, will participate fully in the interview process. Mr. Hale's cooperation in this regard is consistent with his obligations as an officer of the Company.

VII. Recording and Memorialization

We confirm that the interview will not be audio recorded or video recorded by Calderwood & Harkness. This is consistent with our standard investigative practice.

Calderwood & Harkness will prepare a privileged written memorandum summarizing the interview, which will be based on the contemporaneous notes taken by Ms. Petrov and the recollections of the interviewers. This memorandum constitutes attorney work product and is protected by the attorney-client privilege and the work product doctrine. It will be prepared for the purpose of rendering legal advice to the Company and its Board of Directors in connection with the investigation.

Neither Mr. Thornfield nor Mr. Hale will receive a copy of Calderwood & Harkness's interview memorandum. However, Mr. Thornfield is permitted to take his own contemporaneous notes during the interview for purposes of representing Mr. Hale, and we have no objection to his doing so. We ask that any such notes be maintained in a manner consistent with the confidentiality obligations described below.

VIII. Confidentiality

As you are aware, this investigation is being conducted on a privileged and confidential basis at the direction of the AGMG Board of Directors, through the People & Culture Committee and the Audit & Risk Committee. The maintenance of confidentiality is essential to the integrity of the investigation, the protection of the individuals who have participated in the investigation process, and the preservation of the applicable legal privileges.

We request that Mr. Hale and Thornfield & Associates LLP maintain the confidentiality of the interview and its contents, including the topics discussed, the questions asked, the documents referenced, and any other information disclosed during the interview. This request extends to communications with any employees, officers, or agents of the Company (other than as specifically directed by the Board committees), members of the press, and other third parties.

This confidentiality expectation does not restrict, and is not intended to restrict, communications between Mr. Hale and his personal counsel at Thornfield & Associates LLP. Nor is it intended to restrict Mr. Hale's right to communicate with any governmental agency or to exercise any legally protected rights. We note, however, that to the extent Mr. Hale's employment agreement with Aurelius Pacific Studios Inc. contains confidentiality or non-disclosure provisions, those contractual obligations continue to apply in accordance with their terms.

IX. Administrative Leave Status

For context, we note that Mr. Hale was placed on paid administrative leave effective May 3, 2023, by action of the AGMG Board of Directors, pending the outcome of this investigation. In connection with his administrative leave, Mr. Hale's access to Company email, Meridian Solutions, Northgate Data Systems, internal shared drives, and other internal systems and platforms has been suspended for the duration of the investigation. Mr. Hale has been directed not to contact current employees of the Company regarding any matters related to the investigation or his administrative leave, except through his personal counsel or as otherwise authorized by the Board committees.

We confirm that Mr. Hale's paid administrative leave status remains unchanged. Should there be any change to this status during the pendency of the investigation, the Company will communicate such change through appropriate channels, including through you as Mr. Hale's counsel of record to the extent required.

X. Cooperation and Good Faith

We wish to express our appreciation for your engagement and cooperation in establishing mutually agreeable terms for Mr. Hale's interview. The discussions between our offices have been productive, and we believe the protocol outlined in this letter reflects a fair and reasonable approach that protects the interests of all parties while enabling Calderwood & Harkness to fulfill its mandate.

Calderwood & Harkness is committed to conducting a fair, thorough, and impartial investigation consistent with its obligations under California law, the FEHA, and to the AGMG Board of Directors. We take seriously our responsibility to ensure that Mr. Hale is treated with dignity and professionalism throughout this process and that he is afforded a full and fair opportunity to respond to the allegations that have been raised.

Mr. Hale's participation in the investigation process is of significant importance. The investigation cannot be considered complete without affording Mr. Hale the opportunity to be heard, and we are prepared to ensure that the interview is conducted in a manner that allows him to respond fully, completely, and without undue constraint to all relevant matters.

XI. Contact Information and Confirmation

We respectfully request that you provide written confirmation, by email or letter, that the foregoing protocol is acceptable to you and to Mr. Hale, and that Mr. Hale will appear at Calderwood & Harkness's Los Angeles office on June 15, 2023 at the time and location specified herein. We request this confirmation on or before June 5, 2023, so that we may finalize our preparations for the interview.

For scheduling, logistics, and any questions regarding the interview protocol, please do not hesitate to contact our office directly:

Bernard Crawford, Partner Direct: (310) 557-4100

Email: bcrawford@calderwoodharkness.com

Devon Archer, Associate Direct: (310) 557-4237

Email: darcher@calderwoodharkness.com

We welcome any additional questions or concerns you may have in advance of the interview date and remain available to discuss any aspect of the protocol outlined herein.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Bernard Crawford Partner, Labor & Employment 1999 Avenue of the Stars, Suite 2800 Los Angeles, California 90067 Direct: (310) 557-4100 Facsimile: (310) 557-4101

Email: bcrawford@calderwoodharkness.com

cc:

Renata Vasquez, Calderwood & Harkness LLP Devon Archer, Calderwood & Harkness LLP Fiona Blackwood, General Counsel, Aurelius Global Media Group PLC (via separate cover, privileged)

CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED Calderwood & Harkness LLP Matter No. 1017-00005

CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED
CALDERWOOD & HARKNESS LLP Attorneys at Law
1999 Avenue of the Stars, Suite 2800 Los Angeles, California 90067
Bernard Crawford Partner, Labor & Employment Direct: (310) 557-4100 Facsimile: (310) 557-4101
Email: bcrawford@calderwoodharkness.com
May 30, 2023
Graham Thornfield, Esq. Founding Partner Thornfield & Associates LLP 10250 Constellation Boulevard, Suite 1950 Los Angeles, California 90067
Re: Independent Workplace Investigation — Aurelius Global Media Group PLC / Aurelius Pacific Studios Inc.; Interview of Marcus Hale, President Calderwood & Harkness Matter No. 1017-00005
Via Email (gthornfield@thornfieldlaw.com) and First-Class Mail
Dear Mr. Thornfield:
I. Purpose and Reference to Prior Correspondence
We write in response to your letter dated May 24, 2023, in which you set forth certain conditions and requests regarding the participation of your client, Marcus Hale, in an investigative interview to be conducted by this firm. We also refer to our initial scheduling letter to you dated May 19, 2023, in which we first proposed the interview and outlined the general framework within which it would be conducted.
The purpose of this letter is to confirm the interview protocol that has been agreed upon following discussions between our respective offices over the past week, and to address certain additional matters raised in your May 24 correspondence. We appreciate the constructive nature of those discussions and your willingness to engage on these matters in advance of the scheduled interview date.
As you are aware, Calderwood & Harkness LLP was retained by the Board of Directors of Aurelius Global Media Group PLC ("AGMG" or the "Company") through Fiona Blackwood, General Counsel, to conduct an independent privileged investigation into workplace conduct allegations concerning Mr. Hale in his capacity as President of Aurelius Pacific Studios Inc. ("Aurelius Pacific" or the "Studio"). The investigation is being conducted at the joint direction of the People & Culture Committee of the AGMG Board, chaired by Dame Cordelia Ashworth, and the Audit & Risk Committee of the AGMG Board, chaired by Raymond Okoro. Calderwood & Harkness is acting as independent outside counsel to the Board in connection with this investigation and reports directly to the aforementioned committees on all matters relating to the investigation's progress, findings, and conclusions.
We trust that the protocol described below accurately reflects our mutual understanding, and we look forward to your written confirmation as set forth in Section XI of this letter.
II. Interview Date, Time, and Location
We confirm that the interview of Mr. Hale is scheduled for Thursday, June 15, 2023. The interview will take place at the offices of Calderwood & Harkness LLP, located at 1999 Avenue of the Stars, Suite 2800, Los Angeles, California 90067. We ask that Mr. Hale and you arrive no later than 8:45 a.m. PDT, with the interview to commence promptly at 9:00 a.m. PDT.
We anticipate that the interview may require a significant portion of the day. While we have taken into account the request set forth in your May 24 letter regarding limitations on the duration of the interview session, we must preserve adequate time to conduct a thorough and comprehensive interview consistent with our obligations to the Company and to the Board, and consistent with the employer's obligations under California law, including but not limited to the duty to take all reasonable steps to prevent harassment and discrimination in the workplace. See Cal. Gov. Code § 12940(k); see also EEOC Enforcement Guidance on Vicarious Employer Liability for Unlawful Harassment by Supervisors (June 18, 1999). We are confident that a full day will provide sufficient time, and we will endeavor to proceed as efficiently as possible.
Reasonable breaks will be provided at regular intervals and upon reasonable request. We will arrange for a private conference room adjacent to the interview room to be available for your use during breaks, should you wish to confer privately with Mr. Hale. We will also provide water, coffee, and light refreshments, and a lunch break of at least forty-five (45) minutes will be scheduled midday.
III. Attendance of Counsel
We confirm that you, Graham Thornfield of Thornfield & Associates LLP, may attend the interview in your capacity as personal counsel to Marcus Hale. We understand that Mr. Hale has retained your firm to provide him with individual legal representation in connection with this investigation and any related matters, and we respect his right to the assistance of personal counsel throughout this process.
To ensure clarity regarding the role of personal counsel during the interview, we set forth the following guidelines, which are consistent with standard investigative practice:
(a) You may be present in the interview room at all times during the interview.
(b) You may confer privately with Mr. Hale during scheduled breaks and, upon reasonable request, during brief pauses in the interview. We ask that such requests be made to the lead interviewer and that they not be so frequent as to impede the orderly progress of the interview.
(c) The interview itself will be conducted by Calderwood & Harkness attorneys. Questions will be directed to Mr. Hale by the interviewers, and Mr. Hale should respond directly to the interviewers.
(d) You may raise objections to specific questions, which will be noted for the record by our team. In the event of an objection, we will note the objection, and the interview will proceed. Mr. Hale may decline to answer a particular question on the advice of his counsel, and we will note that declination as well; however, we reserve the right to draw whatever inferences may be appropriate from any refusal to respond, consistent with Mr. Hale's obligations as a senior officer of the Company.
(e) We ask that you refrain from coaching, supplementing, or directing Mr. Hale's answers during the interview session itself. If you wish to make a statement or provide context on behalf of your client, we invite you to do so either through the written position statement referenced in Section VI below or during a break.
The Calderwood & Harkness team conducting the interview will consist of the following attorneys:
• Bernard Crawford, Partner — Responsible Partner and lead interviewer
• Devon Archer, Associate — Lead associate and co-interviewer
• Nadia Petrov, Associate — Attending for purposes of contemporaneous note-taking and memorialization
No other persons will be present in the interview room unless agreed upon in advance by both parties. We do not anticipate the need for any additional attendees on our side.
IV. Upjohn / Corporate Miranda Admonition
At the outset of the interview, before any substantive questioning begins, Calderwood & Harkness will administer the standard Upjohn admonition to Mr. Hale. See Upjohn Co. v. United States, 449 U.S. 383 (1981). This admonition is a standard and well-recognized component of internal corporate investigations and is designed to ensure that Mr. Hale has a clear understanding of the nature of the representation and the applicable privilege.
Specifically, we will advise Mr. Hale of the following:
(a) Calderwood & Harkness LLP represents Aurelius Global Media Group PLC, including its subsidiaries and affiliates, in connection with this investigation. Calderwood & Harkness does not represent Mr. Hale in his individual capacity.
(b) The interview is being conducted for the purpose of gathering facts relevant to the investigation. The communications that occur during the interview are protected by the attorney-client privilege, which belongs to the Company and not to Mr. Hale individually.
(c) The Company, through its Board of Directors or their designees, may choose to waive or not waive the attorney-client privilege at its sole discretion, including by disclosing the contents of the interview or the conclusions drawn therefrom to third parties such as regulatory authorities, law enforcement, or others, without Mr. Hale's consent.
(d) Mr. Hale should not discuss the substance of the interview with other employees, officers, directors (other than as directed by the Board committees), or third parties, other than his personal counsel at Thornfield & Associates LLP.
We will ask Mr. Hale to confirm on the record that he understands each of the foregoing points before the substantive portion of the interview begins.
We acknowledge that Mr. Hale has retained separate personal counsel, and we wish to make clear that the Upjohn admonition administered by Calderwood & Harkness does not impair, affect, or in any way limit the separate attorney-client relationship between Mr. Hale and Thornfield & Associates LLP. Communications between Mr. Hale and your firm remain independently privileged.
V. Scope of Interview Topics
Your letter of May 24, 2023 requested that Calderwood & Harkness provide, in advance of the interview, a detailed description of the specific allegations to be discussed, including the identities of complaining witnesses, relevant dates, and supporting documentary evidence. We have carefully considered this request.
Consistent with our obligations to conduct a fair and thorough investigation, and while preserving the integrity of the investigative process, we will provide the following general description of the categories of allegations that will be addressed during the interview. We believe this description provides Mr. Hale with sufficient notice to prepare meaningfully for the interview, while appropriately safeguarding the confidentiality of the investigation and the interests of the individuals who have come forward:
(a) Allegations of Sexual Harassment. The interview will address allegations that Mr. Hale engaged in sexual harassment, including but not limited to unwanted sexual advances toward subordinate employees and sexually explicit comments made in workplace settings, including on Company premises, at Company-sponsored events, and during business travel.
(b) Allegations of Hostile Work Environment. The interview will address allegations that Mr. Hale created, fostered, or permitted a hostile work environment within Aurelius Pacific Studios Inc., including an environment characterized by intimidation, sexually charged conduct, and the toleration of inappropriate workplace behavior by others under his supervision.
(c) Allegations of Retaliation. The interview will address allegations that Mr. Hale engaged in retaliatory conduct against employees who raised concerns about his workplace behavior, rejected his advances, or participated in internal complaint processes, including but not limited to adverse employment actions, reassignments, marginalization, and threats.
(d) Compliance with Company Policies. The interview will address Mr. Hale's compliance with applicable Aurelius company policies, including:
(i) the AGMG Global Code of Conduct, Version 4.2, effective January 1, 2022;
(ii) the Aurelius Pacific Studios Inc. Employee Handbook, California Supplement, revised March 15, 2022, specifically including but not limited to Section 5.3 (Prohibition of Harassment, Discrimination, and Retaliation), Section 5.7 (Workplace Relationships and Conflicts of Interest), and Section 8.1 (Reporting Obligations and Non-Retaliation Policy).
We understand your desire to provide Mr. Hale with the most complete possible picture of the allegations. However, consistent with standard investigative practice and our obligations to the Board and to the complaining parties, we will not provide witness identities, specific documentary evidence, or detailed factual summaries in advance of the interview. During the interview itself, we will put specific factual allegations to Mr. Hale so that he has a fair and meaningful opportunity to respond to each allegation with full knowledge of the specific claims being made. This approach balances Mr. Hale's right to respond to the allegations against him with the need to protect the integrity of the investigation and the safety and confidentiality of the individuals involved.
We are confident that this approach is consistent with applicable legal standards governing workplace investigations in California and comports with widely accepted best practices for independent investigations of this nature.
VI. Written Position Statement
We confirm that Mr. Hale may submit a written position statement through Thornfield & Associates LLP setting forth his account of events, any defenses or contextual information he wishes to provide, and any other matters he believes are relevant to the investigation.
We respectfully request that the written position statement be submitted to our office on or before June 12, 2023 — that is, at least three (3) business days prior to the scheduled interview date — so that our team may review and consider its contents in preparing for the interview. Submission may be made via email to the undersigned at bcrawford@calderwoodharkness.com and to Devon Archer at darcher@calderwoodharkness.com.
Calderwood & Harkness will accept and consider the written position statement as part of the investigation record. To the extent the statement raises matters not otherwise covered in our interview outline, we will endeavor to address those matters during the interview as appropriate.
We wish to clarify that the submission of a written position statement does not substitute for Mr. Hale's participation in the scheduled interview. The in-person interview remains an essential component of the investigation, and the Board committees directing this investigation expect that all relevant individuals, including Mr. Hale, will participate fully in the interview process. Mr. Hale's cooperation in this regard is consistent with his obligations as an officer of the Company.
VII. Recording and Memorialization
We confirm that the interview will not be audio recorded or video recorded by Calderwood & Harkness. This is consistent with our standard investigative practice.
Calderwood & Harkness will prepare a privileged written memorandum summarizing the interview, which will be based on the contemporaneous notes taken by Ms. Petrov and the recollections of the interviewers. This memorandum constitutes attorney work product and is protected by the attorney-client privilege and the work product doctrine. It will be prepared for the purpose of rendering legal advice to the Company and its Board of Directors in connection with the investigation.
Neither Mr. Thornfield nor Mr. Hale will receive a copy of Calderwood & Harkness's interview memorandum. However, Mr. Thornfield is permitted to take his own contemporaneous notes during the interview for purposes of representing Mr. Hale, and we have no objection to his doing so. We ask that any such notes be maintained in a manner consistent with the confidentiality obligations described below.
VIII. Confidentiality
As you are aware, this investigation is being conducted on a privileged and confidential basis at the direction of the AGMG Board of Directors, through the People & Culture Committee and the Audit & Risk Committee. The maintenance of confidentiality is essential to the integrity of the investigation, the protection of the individuals who have participated in the investigation process, and the preservation of the applicable legal privileges.
We request that Mr. Hale and Thornfield & Associates LLP maintain the confidentiality of the interview and its contents, including the topics discussed, the questions asked, the documents referenced, and any other information disclosed during the interview. This request extends to communications with any employees, officers, or agents of the Company (other than as specifically directed by the Board committees), members of the press, and other third parties.
This confidentiality expectation does not restrict, and is not intended to restrict, communications between Mr. Hale and his personal counsel at Thornfield & Associates LLP. Nor is it intended to restrict Mr. Hale's right to communicate with any governmental agency or to exercise any legally protected rights. We note, however, that to the extent Mr. Hale's employment agreement with Aurelius Pacific Studios Inc. contains confidentiality or non-disclosure provisions, those contractual obligations continue to apply in accordance with their terms.
IX. Administrative Leave Status
For context, we note that Mr. Hale was placed on paid administrative leave effective May 3, 2023, by action of the AGMG Board of Directors, pending the outcome of this investigation. In connection with his administrative leave, Mr. Hale's access to Company email, Meridian Solutions, Northgate Data Systems, internal shared drives, and other internal systems and platforms has been suspended for the duration of the investigation. Mr. Hale has been directed not to contact current employees of the Company regarding any matters related to the investigation or his administrative leave, except through his personal counsel or as otherwise authorized by the Board committees.
We confirm that Mr. Hale's paid administrative leave status remains unchanged. Should there be any change to this status during the pendency of the investigation, the Company will communicate such change through appropriate channels, including through you as Mr. Hale's counsel of record to the extent required.
X. Cooperation and Good Faith
We wish to express our appreciation for your engagement and cooperation in establishing mutually agreeable terms for Mr. Hale's interview. The discussions between our offices have been productive, and we believe the protocol outlined in this letter reflects a fair and reasonable approach that protects the interests of all parties while enabling Calderwood & Harkness to fulfill its mandate.
Calderwood & Harkness is committed to conducting a fair, thorough, and impartial investigation consistent with its obligations under California law, the FEHA, and to the AGMG Board of Directors. We take seriously our responsibility to ensure that Mr. Hale is treated with dignity and professionalism throughout this process and that he is afforded a full and fair opportunity to respond to the allegations that have been raised.
Mr. Hale's participation in the investigation process is of significant importance. The investigation cannot be considered complete without affording Mr. Hale the opportunity to be heard, and we are prepared to ensure that the interview is conducted in a manner that allows him to respond fully, completely, and without undue constraint to all relevant matters.
XI. Contact Information and Confirmation
We respectfully request that you provide written confirmation, by email or letter, that the foregoing protocol is acceptable to you and to Mr. Hale, and that Mr. Hale will appear at Calderwood & Harkness's Los Angeles office on June 15, 2023 at the time and location specified herein. We request this confirmation on or before June 5, 2023, so that we may finalize our preparations for the interview.
For scheduling, logistics, and any questions regarding the interview protocol, please do not hesitate to contact our office directly:
Bernard Crawford, Partner Direct: (310) 557-4100
Email: bcrawford@calderwoodharkness.com
Devon Archer, Associate Direct: (310) 557-4237
Email: darcher@calderwoodharkness.com
We welcome any additional questions or concerns you may have in advance of the interview date and remain available to discuss any aspect of the protocol outlined herein.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Bernard Crawford Partner, Labor & Employment 1999 Avenue of the Stars, Suite 2800 Los Angeles, California 90067 Direct: (310) 557-4100 Facsimile: (310) 557-4101
Email: bcrawford@calderwoodharkness.com
cc:
Renata Vasquez, Calderwood & Harkness LLP Devon Archer, Calderwood & Harkness LLP Fiona Blackwood, General Counsel, Aurelius Global Media Group PLC (via separate cover, privileged)
CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED Calderwood & Harkness LLP Matter No. 1017-00005

CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED

CALDERWOOD & HARKNESS LLP

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