1017-00005 · Aurelius Global Media Group · Engagement

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CALDERWOOD & HARKNESS LLP Attorneys at Law

CALDERWOOD & HARKNESS LLP 1999 Avenue of the Stars, Suite 2800 Los Angeles, California 90067 Telephone: (310) 555-7200 Facsimile: (310) 555-7201 www.calderwoodharkness.com

May 2, 2023

Matter Number: 1017-00005

PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION

Fiona Blackwood, Esq. General Counsel Aurelius Global Media Group PLC 45 Aldwych House, Kingsway London WC2B 6AH United Kingdom

Dear Ms. Blackwood:

Re: Engagement of Calderwood & Harkness LLP — Independent Workplace Investigation

1. Purpose and Introduction

Calderwood & Harkness LLP (the "Firm") is pleased to confirm its engagement by the Board of Directors (the "Board") of Aurelius Global Media Group PLC ("AGMG" or the "Company"), a public limited company incorporated in England and Wales and listed on the London Stock Exchange (AIM market), to conduct an independent, privileged workplace investigation as described more fully below. We appreciate the confidence the Board has placed in our Firm, and we are committed to conducting this investigation with the thoroughness, impartiality, and sensitivity that these matters require.

This engagement has been authorized jointly by the People & Culture Committee of the Board, chaired by Dame Cordelia Ashworth, Independent Non-Executive Director, and the Audit & Risk Committee of the Board, chaired by Raymond Okoro, Independent Non-Executive Director (collectively, the "Authorizing Committees"). The Authorizing Committees have determined that the retention of independent outside counsel to investigate the allegations described herein is warranted and appropriate in light of the nature and severity of the complaints, the seniority of the individual against whom the allegations have been made, and the Company's obligations under applicable law, its corporate governance framework, and its commitment to maintaining a safe and respectful workplace.

The purpose of this engagement is to conduct an independent, privileged workplace investigation into allegations of sexual harassment, retaliation, and creating a hostile work environment against Marcus Hale, President of Aurelius Pacific Studios Inc. ("APS"), a Delaware corporation and wholly owned subsidiary of AGMG, headquartered at 3200 West Alameda Avenue, Suite 400, Burbank, California 91505. Mr. Hale is a senior executive of APS and reports directly to the Chief Executive Officer of AGMG.

The investigation arises from complaints received through the Company's Ethics & Compliance Hotline, which is operated by Meridian Compliance Solutions LLC, an independent third-party provider. The initial complaint was received on April 18, 2023, and was assigned case reference number MCS-1014-00001 by the hotline provider. The initial complaint was subsequently corroborated and supplemented by additional complaints received through the same channel on April 24, 2023, and April 26, 2023, respectively. The substance of these complaints is described in greater detail in Section 3 below.

We note that Chief Executive Officer Elliot Vane has been formally recused from any oversight of, participation in, or access to information relating to this investigation, due to his direct reporting relationship with Mr. Hale and the potential for a conflict of interest, whether actual or perceived. Mr. Vane has been informed of his recusal and has acknowledged his obligation not to interfere with or attempt to influence the investigation in any manner. Any questions from Mr. Vane regarding the investigation should be directed to the chairs of the Authorizing Committees.

You, Fiona Blackwood, General Counsel of AGMG, will serve as the Board's primary liaison with Calderwood & Harkness throughout the course of this engagement. All day-to-day communications, scheduling, document requests, and logistical matters will be coordinated through your office, subject to the reporting structure set forth in Section 5 below. We understand that you have been authorized by the Authorizing Committees to act in this capacity and to make day-to-day decisions regarding the conduct of the investigation, subject to the oversight of the Authorizing Committees on matters of material significance.

This letter sets forth the terms and conditions of our engagement and, upon execution by both parties, will constitute the agreement governing our representation.

2. Identity of the Client

It is important at the outset to identify clearly who the Firm's client is in connection with this engagement, as the nature of a workplace investigation involves interaction with numerous individuals who may have varying and potentially adverse interests.

The client for purposes of this engagement is Aurelius Global Media Group PLC, acting through its Board of Directors. Calderwood & Harkness's duties of loyalty, confidentiality, and zealous representation run to AGMG as a corporate entity and not to any individual natural person.

Calderwood & Harkness does not represent any individual director, officer, or employee of AGMG or APS in their individual capacities in connection with this investigation. Without limitation, the Firm does not represent Marcus Hale (the subject of the investigation), any complainant (including, without limitation, Jenna Morales, Claire Ngo, or Darren Whitfield), any witness who may be interviewed in the course of the investigation, any member of the Board in his or her individual capacity, or any other individual associated with the Company or its subsidiaries.

Although the investigation will encompass the operations, employees, policies, records, and workplace culture of Aurelius Pacific Studios Inc. as a wholly owned subsidiary of AGMG, Calderwood & Harkness does not separately represent APS as a distinct legal entity in connection with this matter. APS is the employing entity of Mr. Hale and the relevant complainants, and its facilities, systems, and personnel will necessarily be within the scope of the Firm's investigation. Any obligations of APS in connection with this investigation, including document preservation and cooperation, are understood to flow from the direction of AGMG as its sole shareholder and parent company.

To ensure that the boundaries of the attorney-client relationship are clearly understood by all individuals with whom the investigation team interacts, all witness interviews will be conducted under appropriate Upjohn/corporate representation admonitions. These admonitions will clearly communicate to each interviewee that: (a) the Firm represents AGMG and not the individual; (b) the attorney-client privilege belongs to the Company and not to the individual; (c) the Company, through its Board, may choose to waive the privilege and disclose the contents of the interview at any time; and (d) the individual is free to retain personal counsel at his or her own expense.

The importance of these admonitions cannot be overstated, and they will be delivered at the commencement of each interview, with an acknowledgment obtained from each witness to confirm their understanding. A standardized form of Upjohn admonition will be prepared by the investigation team and provided to Ms. Blackwood for review prior to the commencement of witness interviews.

3. Scope of the Investigation

The scope of the investigation encompasses the following categories of allegations, as reported through the Company's Ethics & Compliance Hotline and as further described in the intake materials provided by Meridian Compliance Solutions LLC:

A. Allegations of Sexual Harassment — Jenna Morales

The investigation will examine allegations of sexual harassment by Marcus Hale directed at Jenna Morales, Vice President of Development at Aurelius Pacific Studios Inc. Ms. Morales's complaint, as initially reported through the Ethics & Compliance Hotline on April 18, 2023, and as supplemented by additional information received on April 24, 2023, alleges the following categories of conduct:

(i) Unwanted sexual advances, including repeated requests for personal social interactions of a romantic or sexual nature, occurring both in the workplace and through personal electronic communications;

(ii) Sexually explicit comments directed at Ms. Morales, including comments regarding her physical appearance and attire, made in the presence of other employees and in private settings; and

(iii) Unwanted physical contact, including touching of a nature that Ms. Morales perceived to be sexual and unwelcome.

The alleged conduct is reported to have occurred over a period of approximately seven months, from approximately September 2022 through March 2023, across multiple locations including the APS offices in Burbank, California, company-sponsored events, and off-site business meetings.

B. Allegations of Sexually Inappropriate Conduct — Claire Ngo

The investigation will examine allegations of sexually inappropriate comments by Marcus Hale directed at Claire Ngo, Senior Director of Talent Relations at APS. According to a complaint received through the Ethics & Compliance Hotline on April 26, 2023, Mr. Hale is alleged to have made sexually inappropriate and demeaning comments to Ms. Ngo at a company off-site event held in February 2023. Ms. Ngo further alleges that following this incident, she was systematically excluded from key meetings and strategic planning sessions that had previously fallen within her area of responsibility, which she believes constitutes retaliation for her visible discomfort with Mr. Hale's comments at the off-site event.

C. Allegations of Retaliation — Darren Whitfield

The investigation will examine allegations of retaliation by Marcus Hale against Darren Whitfield, Senior Vice President of Physical Production at APS. Mr. Whitfield's complaint, received through the Ethics & Compliance Hotline on April 24, 2023, alleges that he raised concerns regarding Mr. Hale's conduct toward female employees with Mr. Hale directly in or about January 2023, and that following those conversations, Mr. Hale engaged in a pattern of retaliatory conduct against Mr. Whitfield, the specific nature of which will be explored in the course of the investigation.

D. Applicable Legal Standards and Company Policies

The investigation will assess the foregoing allegations against applicable legal standards and relevant company policies, including but not limited to:

(i) The California Fair Employment and Housing Act, California Government Code Sections 12940 et seq., and the regulations promulgated thereunder by the California Civil Rights Department (formerly the Department of Fair Employment and Housing), which prohibit harassment, discrimination, and retaliation in employment on the basis of sex, gender, and other protected characteristics;

(ii) The AGMG Global Code of Conduct, Version 4.2, effective January 1, 2022, which sets forth the Company's expectations for ethical and professional conduct by all employees, officers, and directors worldwide;

(iii) The APS Employee Handbook, California Supplement, as revised March 15, 2022, and specifically the following sections:

(a) Section 5.3 — Anti-Harassment & Anti-Discrimination Policy;

(b) Section 5.7 — Anti-Retaliation Policy; and

(iv) The AGMG Board Corporate Governance Guidelines, Section 12, which sets forth Executive Conduct Standards applicable to senior executives of the Company and its subsidiaries.

E. Additional Matters Within Scope

In addition to the specific allegations described above, the investigation may also examine any prior complaints, reports, or relevant human resources history relating to Mr. Hale's workplace conduct, including but not limited to prior complaints of harassment, discrimination, or retaliation, whether formal or informal, and any actions taken in response thereto. The investigation team will review Mr. Hale's personnel file and relevant HR records to determine whether any pattern of conduct exists that may be relevant to the assessment of the current allegations.

F. Investigative Methods

The investigation will include, but not be limited to, the following fact-gathering activities: witness interviews with complainants, the subject of the investigation, current and former employees of APS and AGMG, and third-party contractors or other individuals as warranted; review of electronic communications, including email, Meridian Solutions messages, text messages, and other messaging platforms; review of HR records, personnel files, and performance evaluations; review of relevant corporate policies and handbooks; review of any prior complaints or investigation files; review of calendar entries, expense reports, and travel records; and any other fact-gathering activities deemed necessary or appropriate by the investigation team.

G. Modification of Scope

The scope of the investigation as described herein may be expanded or narrowed by mutual agreement between Calderwood & Harkness and the Authorizing Committees, acting through Ms. Blackwood. If, during the course of the investigation, the investigation team identifies additional allegations or areas of concern that fall outside the current scope, the Firm will promptly notify Ms. Blackwood and seek authorization from the Authorizing Committees before expanding the scope of the investigation to encompass such matters.

4. Investigation Methodology

The Firm will conduct the investigation in accordance with best practices for independent workplace investigations, with a view toward thoroughness, fairness, impartiality, and defensibility. The following describes the principal components of the investigation methodology.

Witness Interviews. The investigation team will identify and interview all relevant witnesses, including the complainants (Ms. Morales, Ms. Ngo, and Mr. Whitfield), the subject of the investigation (Mr. Hale), and other current and former employees of APS and AGMG who may have relevant knowledge. The investigation team may also interview third-party contractors, vendors, or other individuals who may have been present during relevant events or who may possess information bearing on the allegations. The investigation team will exercise its professional judgment in determining the universe of witnesses to be interviewed, the order in which interviews will be conducted, and the specific topics to be addressed in each interview.

All witness interviews will be conducted under an Upjohn/corporate representation admonition, as described in Section 2 above. Interviews will be conducted by members of the Calderwood & Harkness investigation team, typically with two attorneys present — one to conduct the interview and one to take contemporaneous notes. Interviews may be conducted in person at the APS offices in Burbank, at the Firm's offices in Los Angeles, or via secure videoconference, as circumstances warrant. The investigation team will work with Ms. Blackwood to coordinate scheduling and to minimize disruption to the Company's business operations to the extent practicable, while prioritizing the integrity and thoroughness of the investigation.

Witnesses will be informed that they are expected to cooperate with the investigation and to provide truthful and complete information, consistent with the Company's policies regarding cooperation with internal investigations. Witnesses will also be reminded of the Company's anti-retaliation policy and informed that any retaliation against a complainant, witness, or other participant in the investigation is strictly prohibited and will not be tolerated.

Document Collection and Review. Calderwood & Harkness will arrange for the collection, processing, and review of relevant electronic communications and documents from identified custodians. Document collection will encompass email (including personal email accounts to the extent used for business purposes), Meridian Solutions messages, text messages, calendar entries, documents stored on company servers and cloud platforms, and any other electronically stored information that may be relevant to the investigation. The investigation team will work with the Company's information technology department and, as applicable, its third-party IT service providers to identify, collect, and preserve relevant data.

The Firm anticipates retaining a qualified digital forensics vendor to perform forensic collection of electronically stored information in a defensible manner, consistent with industry standards and applicable legal requirements. The forensic collection process will include chain-of-custody documentation and the use of forensically sound methods to ensure the integrity and authenticity of the collected data. The costs of the forensics vendor will be passed through to the Company as a disbursement, as set forth in Section 6 below.

In addition to electronic communications, the investigation team will review relevant hard-copy documents, including but not limited to HR records, personnel files, performance evaluations, complaint files, policy manuals, and any other physical documents identified as potentially relevant.

Retention of Third-Party Vendors. Calderwood & Harkness may, with the Company's prior consent, retain third-party service providers to assist with the investigation. Such providers may include digital forensics firms, e-discovery processing and hosting vendors, court reporting or transcription services, or other consultants whose expertise may be required. To the extent practicable, such third-party vendors will be retained as agents of counsel to preserve the privileged nature of their work product and the confidentiality of the investigation. The Firm will provide the Company with advance notice of any proposed vendor engagements and associated estimated costs, and will seek the Company's approval before incurring significant vendor expenses.

Analysis and Reporting. Upon completion of the fact-gathering phase of the investigation, the investigation team will analyze the evidence gathered, assess witness credibility based on factors including demeanor, consistency, corroboration, motive, and plausibility, apply the relevant legal standards and company policies to the facts as found, and prepare a comprehensive privileged investigation report. The report will set forth the factual findings of the investigation, the basis for those findings, the investigation team's assessment of the credibility of the principal witnesses, the applicable legal standards and company policies, and the investigation team's recommendations for remedial action, if any. The report will be clearly marked as privileged and confidential and will be delivered to the Authorizing Committees as set forth in Section 5 below.

5. Reporting Structure

Calderwood & Harkness will report its findings and recommendations to the People & Culture Committee and the Audit & Risk Committee of the AGMG Board, acting jointly through their respective chairs, Dame Cordelia Ashworth and Raymond Okoro. The Firm's ultimate obligation is to the Board of Directors of AGMG, and the investigation report will be delivered to the Authorizing Committees as the designated recipients on behalf of the Board.

Day-to-day communications regarding the investigation, including logistical coordination, scheduling, document requests, and routine status updates, will flow through Ms. Blackwood in her capacity as the Board's designated liaison with the Firm. Ms. Blackwood is authorized to communicate with the investigation team on behalf of the Authorizing Committees regarding matters of day-to-day administration and to relay instructions from the Authorizing Committees to the Firm. Matters of material significance — including any proposed changes to the scope of the investigation, interim findings of a particularly sensitive nature, and the final investigation report — will be communicated directly to the chairs of the Authorizing Committees, either through Ms. Blackwood or directly at the request of the committee chairs.

Interim status updates will be provided to the Authorizing Committees at regular intervals to be agreed upon with the committee chairs. The Firm anticipates providing written status memoranda on a biweekly basis, supplemented by telephonic or videoconference briefings as requested. The frequency and format of interim reporting may be adjusted as the investigation progresses, in consultation with the committee chairs and Ms. Blackwood.

Upon completion of the investigation, a comprehensive draft investigation report will be delivered to the Authorizing Committees for review and comment. The Firm will provide a reasonable period for the committees to review the draft report and to raise any questions or request clarification regarding the findings. Following receipt of any feedback, the Firm will prepare and deliver a final investigation report incorporating such revisions as the Firm, in its professional judgment, deems appropriate.

The Firm is prepared to present its findings and recommendations in person or via secure videoconference to the Authorizing Committees, the full Board, or any other audience designated by the Board, as requested. The Firm may also be asked to participate in discussions regarding remedial action, disciplinary measures, or other next steps, and is prepared to provide legal advice in connection therewith.

6. Fees and Billing Arrangements

Calderwood & Harkness will bill for its services in connection with this engagement on an hourly basis in accordance with the Firm's standard billing practices. The current standard hourly rates for the professionals anticipated to be primarily staffed on this engagement are as follows:

These rates reflect the Firm's current standard billing rates for the identified professionals. The Firm endeavors to staff matters efficiently, and the rates listed above reflect the experience and seniority of the professionals who will be performing the work.

Additional attorneys, including contract review attorneys, and paralegals may be staffed on the engagement as necessary, particularly during periods of intensive document review. Their participation and rates will be communicated to the Company in advance. For reference, the Firm's current standard rates for contract review attorneys are $480 per hour, and for paralegals the current standard rate is $415 per hour.

The Firm reserves the right to adjust its standard hourly rates annually, consistent with Firm-wide rate adjustments, upon advance written notice to the Company. Any such adjustment would take effect at the beginning of the calendar year following notice and would apply only to time incurred after the effective date of the adjustment.

Third-party vendor costs incurred in connection with the investigation, including digital forensics services, e-discovery processing and hosting, transcription services, and other outside services, will be billed as disbursements and passed through to the Company at cost, without markup. The Firm will seek the Company's advance approval before engaging vendors for services expected to exceed $25,000 in the aggregate for any single vendor.

Invoices for professional fees and disbursements will be rendered monthly, in arrears, and are due and payable within thirty (30) days of receipt. Invoices will contain a summary of the services rendered, the professionals who performed the work, the hours expended, and the applicable rates, in sufficient detail to allow the Company to review and assess the charges. The Firm is willing to work with the Company to conform its billing format to any specific requirements of the Company's accounts payable or legal billing systems, including compliance with any electronic billing guidelines.

The Company will be responsible for all reasonable out-of-pocket expenses incurred by the Firm in connection with the engagement, including but not limited to travel expenses (air travel, ground transportation, hotel accommodations, and meals), document reproduction and production costs, courier and delivery charges, long-distance telephone charges, and other incidental expenses. Travel expenses will be incurred at reasonable levels consistent with the Firm's standard travel policy. The Firm does not anticipate significant travel expenses for this engagement, as the principal activities will take place in the greater Los Angeles area, but will notify the Company in advance of any anticipated out-of-town travel.

While the Firm is unable to provide a fixed fee or budget cap for this engagement, given the inherent uncertainties regarding the scope and complexity of workplace investigations of this nature, the Firm is committed to staffing the matter efficiently and to communicating proactively with the Company regarding fees as the investigation progresses. The Firm will endeavor to provide periodic fee estimates and updates as the scope of the remaining work becomes clearer.

7. Privilege and Confidentiality

This engagement is undertaken at the direction of the Board of Directors of AGMG for the purpose of obtaining legal advice in connection with the allegations of workplace misconduct described herein. It is the express intent of both the Company and the Firm that all communications between Calderwood & Harkness and the Company, and all work product generated by the Firm in connection with this engagement, be protected by the attorney-client privilege and/or the attorney work-product doctrine to the fullest extent permitted by applicable law.

The attorney-client privilege is a fundamental protection that enables the Company to communicate candidly and fully with its counsel in order to receive informed legal advice. Preserving this privilege is essential to the integrity and effectiveness of the investigation. Accordingly, the Firm and the Company will take all reasonable steps to maintain the confidentiality of privileged communications and work product.

The attorney-client privilege belongs exclusively to Aurelius Global Media Group PLC as the client. The Company, acting through its Board of Directors, retains the sole and exclusive right to assert or waive the privilege. No individual employee, officer, director, or witness possesses the right to assert or waive the privilege, nor should any individual be led to believe that the privilege belongs to them. As noted in Sections 2 and 4 above, Upjohn/corporate representation warnings will be administered at each witness interview to ensure that witnesses understand the nature and limits of the privilege.

Calderwood & Harkness will coordinate with Pendleton & Warwick LLP, the Company's UK outside corporate counsel, as necessary to establish and maintain protocols for preserving privilege across the United States and United Kingdom jurisdictions. The Firm recognizes that the rules governing legal professional privilege in England and Wales differ in certain respects from the rules governing attorney-client privilege in the United States, and that careful attention must be given to the structuring of communications and the handling of documents to ensure that privilege is maintained in both jurisdictions. The Firm will work with Pendleton & Warwick to develop a privilege protocol that addresses these cross-border considerations.

All reports, memoranda, interview notes, draft documents, analyses, and other work product generated by the Firm in connection with this engagement will be clearly marked as "PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION / ATTORNEY WORK PRODUCT" or words to similar effect.

The Company agrees that it will not disclose privileged investigation materials — including the investigation report, interview memoranda, or other work product of the Firm — to third parties without prior consultation with Calderwood & Harkness regarding the potential impact of such disclosure on the attorney-client privilege and the work-product doctrine. The Firm will advise the Company regarding the risks and implications of any proposed disclosure and will work with the Company to structure any necessary disclosures in a manner that minimizes the risk of privilege waiver to the extent practicable.

Nothing in this section shall be construed to prevent the Company from making disclosures required by applicable law, regulation, or court order, provided that the Company provides the Firm with reasonable advance notice of any such required disclosure and cooperates with the Firm in seeking to limit the scope of the disclosure and to preserve the privilege to the maximum extent permitted.

8. Preservation of Documents — Litigation Hold

The preservation of relevant documents and electronically stored information is of critical importance in connection with this investigation, both to ensure the integrity and thoroughness of the investigation itself and to discharge the Company's obligations to preserve evidence in anticipation of potential litigation or regulatory proceedings.

Contemporaneous with the commencement of this engagement, Calderwood & Harkness will prepare a litigation hold notice (also referred to as a "preservation notice" or "hold notice") for issuance by APS to relevant custodians — that is, individuals who are reasonably likely to possess documents or electronically stored information relevant to the allegations under investigation. The litigation hold notice will direct all such custodians to preserve, in their current form and location, all documents and communications potentially relevant to the allegations, including but not limited to emails, text messages, Meridian Solutions messages, voicemails, calendar entries, notes, memoranda, photographs, and any other tangible or electronic materials.

The Company and APS shall ensure that all materials subject to the litigation hold are preserved in their current form and that no relevant documents are destroyed, altered, deleted, or overwritten, whether through intentional action or through the routine operation of document retention or destruction policies, automated deletion protocols, or IT system processes. The Company and APS shall take affirmative steps to suspend any routine document destruction or recycling policies as they apply to potentially relevant materials and custodians.

The Company acknowledges that a demand letter dated April 20, 2023, has been received from Nakamura Reeves LLP on behalf of Jenna Morales, asserting claims arising from the conduct at issue in this investigation. The receipt of this demand letter gives rise to an independent obligation to preserve relevant documents in anticipation of potential litigation, and the Company's obligation to preserve such materials is understood and acknowledged. The litigation hold notice prepared by the Firm will encompass this preservation obligation.

The Firm will work with the Company's legal department and IT department to identify the appropriate custodians, implement the litigation hold, and establish procedures for ongoing monitoring of compliance with the hold. The Firm recommends that the Company designate a point person within the IT department to serve as the primary contact for litigation hold implementation and to ensure that automated deletion processes are suspended for the relevant custodians and data sources.

9. Conflicts of Interest

Calderwood & Harkness has conducted a comprehensive conflicts of interest check in connection with this proposed engagement, in accordance with the Firm's internal conflicts policies and applicable rules of professional conduct. Based on that review, the Firm confirms that it has identified no conflicts of interest that would preclude the Firm from undertaking this engagement as of the date of this letter.

A separate internal conflict check memorandum documenting the results of the Firm's conflicts review has been prepared and is maintained on file in the Firm's records. This memorandum is an internal Firm document and is not being provided to the Company, consistent with standard practice.

Specifically, and without limitation, the Firm confirms that it does not represent, and has not represented in connection with any matter related to the subject of this investigation, any of the following individuals or entities: Marcus Hale; any complainant, including Jenna Morales, Claire Ngo, and Darren Whitfield; Thornfield & Associates LLP, which the Firm understands to be personal counsel retained by Mr. Hale; Nakamura Reeves LLP, which the Firm understands to be counsel retained by Ms. Morales; or any other party whose interests are adverse to the Company in connection with this matter.

Should any conflict of interest arise during the course of the engagement, whether through the identification of new facts, the involvement of additional parties, or any other development, the Firm will promptly notify the Company and will take all steps required by applicable rules of professional conduct to address the conflict, including, if necessary, seeking the Company's informed written consent to continue the representation or, if the conflict is not waivable, withdrawing from the engagement.

10. Staffing

The investigation will be staffed by the following professionals from Calderwood & Harkness LLP:

Bernard Crawford, Partner, will serve as the Responsible Partner for this engagement. Mr. Crawford will have overall supervisory responsibility for the investigation, including strategic direction, quality control, and oversight of the final investigation report. Mr. Crawford is a senior partner in the Firm's Employment Litigation and Workplace Investigations practice and has extensive experience conducting sensitive internal investigations for public and private companies in the media, entertainment, and technology sectors.

Renata Vasquez, Partner, will serve as the Billing Partner for this engagement. Ms. Vasquez will be responsible for billing administration and will also provide substantive guidance on the investigation as needed, particularly with respect to matters involving corporate governance and Board-level reporting. Ms. Vasquez is a partner in the Firm's Corporate Governance and Internal Investigations practice.

Devon Archer, Associate, will serve as the Lead Associate and primary day-to-day investigator. Mr. Archer will be responsible for coordinating and conducting witness interviews, managing document collection and review, and preparing draft memoranda and the draft investigation report under the supervision of Mr. Crawford and Ms. Vasquez. Mr. Archer is a senior associate in the Firm's Employment Litigation practice and has participated in numerous workplace investigations involving allegations of harassment, discrimination, and retaliation.

Nadia Petrov, Associate, will support the investigation as Working Associate. Ms. Petrov will assist with witness interviews, document review, legal research, and other tasks as assigned. Ms. Petrov is an associate in the Firm's Employment Litigation practice.

Additional resources, including contract review attorneys and paralegals, will be deployed as needed, particularly during periods of intensive document review. The Firm will endeavor to maintain staffing continuity throughout the engagement to the extent practicable and will notify the Company in advance of any significant changes in staffing.

11. Estimated Timeline

The Firm anticipates that the investigation will require approximately three to four months from the date of formal commencement to delivery of the final investigation report. This estimate is based on the Firm's experience with investigations of comparable scope and complexity and takes into account the anticipated volume of witness interviews, the volume of documents for review, and the time required for analysis and report preparation.

The actual timeline may vary depending on a number of factors, including the availability and cooperation of witnesses (particularly the subject of the investigation and any witnesses who are no longer employed by the Company or APS), the volume and complexity of electronically stored information collected for review, the emergence of new allegations or lines of inquiry that may require additional investigation, and any intervening legal developments, such as the filing of administrative charges or civil litigation.

The Firm will provide a more detailed projected timeline, including anticipated milestones for each phase of the investigation, in a separate investigation scope and protocol memorandum to be delivered to the Authorizing Committees, through Ms. Blackwood, shortly following the formal commencement of the engagement. The Firm will also provide regular updates regarding the progress of the investigation relative to the projected timeline and will promptly notify the Company of any developments that may materially affect the anticipated completion date.

12. Insurance Notifications

The Firm recommends that the Company promptly notify its relevant insurance carriers of the allegations described herein and of the commencement of the investigation. Timely notice to insurers is essential to preserve the Company's rights under its applicable insurance policies and to ensure that coverage is available for investigation costs, defense costs, and any potential liability arising from the underlying allegations.

Based on information provided by the Company, the Firm understands the following insurance arrangements to be in place:

Employment Practices Liability Insurance (EPLI): Northbridge Mutual Insurance Co., Policy Number NM-EPLI-2023-00417, policy period January 1, 2023 through December 31, 2023, per-claim limit of $10,000,000, aggregate limit of $25,000,000, self-insured retention of $500,000.

Directors & Officers Liability Insurance (D&O): Castlemaine Underwriters Ltd., Policy Number CU-DO-2023-11283, tower limit of $50,000,000.

Insurance Broker: Kessler & Dunn Insurance Brokers Ltd.

Investigation costs incurred in connection with this engagement may be subject to coverage under the EPLI policy, depending on the terms and conditions of that policy, subject to the self-insured retention and any carrier approval requirements for the retention of counsel and the incurrence of investigation expenses. The Firm recommends that the Company review its EPLI policy carefully, in consultation with Kessler & Dunn and/or coverage counsel, to determine the extent to which coverage may be available and to comply with any notice requirements or conditions precedent to coverage.

Calderwood & Harkness is prepared to assist with the preparation and submission of insurance notices if requested by the Company. The Firm can also advise the Company regarding any carrier consent requirements or coverage-related issues that may arise in connection with the investigation.

13. Interim Protective Measures

Pending the outcome of the investigation, the Firm recommends that the Company consider implementing certain interim protective measures designed to safeguard the integrity of the investigation and to protect complainants, witnesses, and other employees from potential retaliation or further harm.

Specifically, the Firm recommends that the Company consider placing Mr. Hale on paid administrative leave for the duration of the investigation. Administrative leave in this context is a standard and widely accepted protective measure in workplace investigations involving allegations of this nature and severity, particularly where the subject of the investigation holds a position of significant authority over the complainants and potential witnesses. The purpose of administrative leave is to ensure that Mr. Hale does not have the opportunity, whether intentionally or inadvertently, to influence, intimidate, or retaliate against complainants or witnesses during the pendency of the investigation, and to preserve the integrity of the fact-finding process.

The Firm further recommends that, in connection with any administrative leave, the Company suspend Mr. Hale's access to company email, Meridian Solutions, and all other internal systems and platforms for the duration of the leave. This recommendation is intended to prevent the alteration, deletion, or removal of potentially relevant electronically stored information, and to prevent any communications by Mr. Hale through company channels that might be perceived as intimidating or retaliatory.

These recommendations are made without prejudice to Mr. Hale's rights and without any presumption as to the outcome of the investigation. Administrative leave is a precautionary measure and should not be characterized or construed as a disciplinary action or as an indication that the Company has reached any conclusion regarding the merits of the allegations. Mr. Hale should be informed that the leave is non-disciplinary in nature and that he will continue to receive his regular compensation and benefits during the leave period.

The Firm is available to advise the Company further regarding the implementation of these and any other interim protective measures, including the preparation of written communications to Mr. Hale regarding the terms of his leave and the preparation of communications to APS employees regarding Mr. Hale's temporary absence from the workplace.

14. Governing Law

This engagement letter and the Firm's engagement by the Company shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles. The rights and obligations of the Firm in connection with this engagement are further subject to the California Rules of Professional Conduct and any other applicable rules of professional responsibility.

15. Termination

Either party may terminate this engagement at any time upon written notice to the other party, subject to the Firm's ethical obligations under the California Rules of Professional Conduct and any other applicable rules of professional conduct. The Firm recognizes that, upon termination by the Company, the Firm has an obligation to take reasonable steps to protect the Company's interests, including providing reasonable notice and returning client files and property as required by applicable rules.

Upon termination of the engagement, whether by the Company or the Firm, the Company shall remain responsible for all fees and expenses incurred through the date of termination, including any outstanding invoices for professional services rendered and disbursements incurred prior to the effective date of termination. The Firm will prepare and submit a final invoice promptly following the effective date of termination.

Upon termination, the Firm will make available to the Company, upon request, copies of all work product generated in connection with the engagement, subject to any applicable lien rights for unpaid fees and expenses.

16. Agreement and Acknowledgment

We are honored to have been selected by the Board to conduct this investigation, and we recognize the importance and sensitivity of the matters entrusted to us. We are committed to conducting the investigation with the utmost professionalism, thoroughness, and impartiality, and to providing the Board with the information and analysis it needs to make informed decisions regarding the appropriate course of action.

If the foregoing terms are acceptable to the Company, we respectfully request that you sign and return a copy of this letter to confirm the Company's agreement to the terms set forth herein. A countersigned copy may be returned by email to Bernard Crawford at bcrawford@calderwoodharkness.com or by mail to the address set forth above. This letter will constitute the binding agreement between the Firm and the Company with respect to this engagement upon execution by both parties.

We look forward to working with you and the Board on this important matter. Please do not hesitate to contact me or Devon Archer if you have any questions regarding this letter or the proposed engagement.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Bernard Crawford

Title: Partner

Date: ________

ACKNOWLEDGED AND AGREED:

The undersigned, on behalf of Aurelius Global Media Group PLC, acting through its Board of Directors, hereby confirms the Company's agreement to the terms and conditions set forth in this engagement letter.

AURELIUS GLOBAL MEDIA GROUP PLC

By: ________

Name: Fiona Blackwood

Title: General Counsel, on behalf of the Board of Directors

Date: ________

Enclosures: None (separate internal conflict check memorandum on file at Calderwood & Harkness LLP)

cc: Renata Vasquez, Partner, Calderwood & Harkness LLP Devon Archer, Associate, Calderwood & Harkness LLP

Note: Copy to Dame Cordelia Ashworth, Chair, People & Culture Committee, and Raymond Okoro, Chair, Audit & Risk Committee, to be transmitted by Ms. Blackwood at her discretion.

Professional	Title / Role	Hourly Rate (USD)
Bernard Crawford	Partner (Responsible Partner)	$1,350
Renata Vasquez	Partner (Billing Partner)	$1,275
Devon Archer	Associate (Lead Associate)	$875
Nadia Petrov	Associate (Working Associate)	$725

CALDERWOOD & HARKNESS LLP Attorneys at Law
CALDERWOOD & HARKNESS LLP 1999 Avenue of the Stars, Suite 2800 Los Angeles, California 90067 Telephone: (310) 555-7200 Facsimile: (310) 555-7201 www.calderwoodharkness.com
May 2, 2023
Matter Number: 1017-00005
PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION
Fiona Blackwood, Esq. General Counsel Aurelius Global Media Group PLC 45 Aldwych House, Kingsway London WC2B 6AH United Kingdom
Dear Ms. Blackwood:
Re: Engagement of Calderwood & Harkness LLP — Independent Workplace Investigation
1. Purpose and Introduction
Calderwood & Harkness LLP (the "Firm") is pleased to confirm its engagement by the Board of Directors (the "Board") of Aurelius Global Media Group PLC ("AGMG" or the "Company"), a public limited company incorporated in England and Wales and listed on the London Stock Exchange (AIM market), to conduct an independent, privileged workplace investigation as described more fully below. We appreciate the confidence the Board has placed in our Firm, and we are committed to conducting this investigation with the thoroughness, impartiality, and sensitivity that these matters require.
This engagement has been authorized jointly by the People & Culture Committee of the Board, chaired by Dame Cordelia Ashworth, Independent Non-Executive Director, and the Audit & Risk Committee of the Board, chaired by Raymond Okoro, Independent Non-Executive Director (collectively, the "Authorizing Committees"). The Authorizing Committees have determined that the retention of independent outside counsel to investigate the allegations described herein is warranted and appropriate in light of the nature and severity of the complaints, the seniority of the individual against whom the allegations have been made, and the Company's obligations under applicable law, its corporate governance framework, and its commitment to maintaining a safe and respectful workplace.
The purpose of this engagement is to conduct an independent, privileged workplace investigation into allegations of sexual harassment, retaliation, and creating a hostile work environment against Marcus Hale, President of Aurelius Pacific Studios Inc. ("APS"), a Delaware corporation and wholly owned subsidiary of AGMG, headquartered at 3200 West Alameda Avenue, Suite 400, Burbank, California 91505. Mr. Hale is a senior executive of APS and reports directly to the Chief Executive Officer of AGMG.
The investigation arises from complaints received through the Company's Ethics & Compliance Hotline, which is operated by Meridian Compliance Solutions LLC, an independent third-party provider. The initial complaint was received on April 18, 2023, and was assigned case reference number MCS-1014-00001 by the hotline provider. The initial complaint was subsequently corroborated and supplemented by additional complaints received through the same channel on April 24, 2023, and April 26, 2023, respectively. The substance of these complaints is described in greater detail in Section 3 below.
We note that Chief Executive Officer Elliot Vane has been formally recused from any oversight of, participation in, or access to information relating to this investigation, due to his direct reporting relationship with Mr. Hale and the potential for a conflict of interest, whether actual or perceived. Mr. Vane has been informed of his recusal and has acknowledged his obligation not to interfere with or attempt to influence the investigation in any manner. Any questions from Mr. Vane regarding the investigation should be directed to the chairs of the Authorizing Committees.
You, Fiona Blackwood, General Counsel of AGMG, will serve as the Board's primary liaison with Calderwood & Harkness throughout the course of this engagement. All day-to-day communications, scheduling, document requests, and logistical matters will be coordinated through your office, subject to the reporting structure set forth in Section 5 below. We understand that you have been authorized by the Authorizing Committees to act in this capacity and to make day-to-day decisions regarding the conduct of the investigation, subject to the oversight of the Authorizing Committees on matters of material significance.
This letter sets forth the terms and conditions of our engagement and, upon execution by both parties, will constitute the agreement governing our representation.
2. Identity of the Client
It is important at the outset to identify clearly who the Firm's client is in connection with this engagement, as the nature of a workplace investigation involves interaction with numerous individuals who may have varying and potentially adverse interests.
The client for purposes of this engagement is Aurelius Global Media Group PLC, acting through its Board of Directors. Calderwood & Harkness's duties of loyalty, confidentiality, and zealous representation run to AGMG as a corporate entity and not to any individual natural person.
Calderwood & Harkness does not represent any individual director, officer, or employee of AGMG or APS in their individual capacities in connection with this investigation. Without limitation, the Firm does not represent Marcus Hale (the subject of the investigation), any complainant (including, without limitation, Jenna Morales, Claire Ngo, or Darren Whitfield), any witness who may be interviewed in the course of the investigation, any member of the Board in his or her individual capacity, or any other individual associated with the Company or its subsidiaries.
Although the investigation will encompass the operations, employees, policies, records, and workplace culture of Aurelius Pacific Studios Inc. as a wholly owned subsidiary of AGMG, Calderwood & Harkness does not separately represent APS as a distinct legal entity in connection with this matter. APS is the employing entity of Mr. Hale and the relevant complainants, and its facilities, systems, and personnel will necessarily be within the scope of the Firm's investigation. Any obligations of APS in connection with this investigation, including document preservation and cooperation, are understood to flow from the direction of AGMG as its sole shareholder and parent company.
To ensure that the boundaries of the attorney-client relationship are clearly understood by all individuals with whom the investigation team interacts, all witness interviews will be conducted under appropriate Upjohn/corporate representation admonitions. These admonitions will clearly communicate to each interviewee that: (a) the Firm represents AGMG and not the individual; (b) the attorney-client privilege belongs to the Company and not to the individual; (c) the Company, through its Board, may choose to waive the privilege and disclose the contents of the interview at any time; and (d) the individual is free to retain personal counsel at his or her own expense.
The importance of these admonitions cannot be overstated, and they will be delivered at the commencement of each interview, with an acknowledgment obtained from each witness to confirm their understanding. A standardized form of Upjohn admonition will be prepared by the investigation team and provided to Ms. Blackwood for review prior to the commencement of witness interviews.
3. Scope of the Investigation
The scope of the investigation encompasses the following categories of allegations, as reported through the Company's Ethics & Compliance Hotline and as further described in the intake materials provided by Meridian Compliance Solutions LLC:
A. Allegations of Sexual Harassment — Jenna Morales
The investigation will examine allegations of sexual harassment by Marcus Hale directed at Jenna Morales, Vice President of Development at Aurelius Pacific Studios Inc. Ms. Morales's complaint, as initially reported through the Ethics & Compliance Hotline on April 18, 2023, and as supplemented by additional information received on April 24, 2023, alleges the following categories of conduct:
(i) Unwanted sexual advances, including repeated requests for personal social interactions of a romantic or sexual nature, occurring both in the workplace and through personal electronic communications;
(ii) Sexually explicit comments directed at Ms. Morales, including comments regarding her physical appearance and attire, made in the presence of other employees and in private settings; and
(iii) Unwanted physical contact, including touching of a nature that Ms. Morales perceived to be sexual and unwelcome.
The alleged conduct is reported to have occurred over a period of approximately seven months, from approximately September 2022 through March 2023, across multiple locations including the APS offices in Burbank, California, company-sponsored events, and off-site business meetings.
B. Allegations of Sexually Inappropriate Conduct — Claire Ngo
The investigation will examine allegations of sexually inappropriate comments by Marcus Hale directed at Claire Ngo, Senior Director of Talent Relations at APS. According to a complaint received through the Ethics & Compliance Hotline on April 26, 2023, Mr. Hale is alleged to have made sexually inappropriate and demeaning comments to Ms. Ngo at a company off-site event held in February 2023. Ms. Ngo further alleges that following this incident, she was systematically excluded from key meetings and strategic planning sessions that had previously fallen within her area of responsibility, which she believes constitutes retaliation for her visible discomfort with Mr. Hale's comments at the off-site event.
C. Allegations of Retaliation — Darren Whitfield
The investigation will examine allegations of retaliation by Marcus Hale against Darren Whitfield, Senior Vice President of Physical Production at APS. Mr. Whitfield's complaint, received through the Ethics & Compliance Hotline on April 24, 2023, alleges that he raised concerns regarding Mr. Hale's conduct toward female employees with Mr. Hale directly in or about January 2023, and that following those conversations, Mr. Hale engaged in a pattern of retaliatory conduct against Mr. Whitfield, the specific nature of which will be explored in the course of the investigation.
D. Applicable Legal Standards and Company Policies
The investigation will assess the foregoing allegations against applicable legal standards and relevant company policies, including but not limited to:
(i) The California Fair Employment and Housing Act, California Government Code Sections 12940 et seq., and the regulations promulgated thereunder by the California Civil Rights Department (formerly the Department of Fair Employment and Housing), which prohibit harassment, discrimination, and retaliation in employment on the basis of sex, gender, and other protected characteristics;
(ii) The AGMG Global Code of Conduct, Version 4.2, effective January 1, 2022, which sets forth the Company's expectations for ethical and professional conduct by all employees, officers, and directors worldwide;
(iii) The APS Employee Handbook, California Supplement, as revised March 15, 2022, and specifically the following sections:
(a) Section 5.3 — Anti-Harassment & Anti-Discrimination Policy;
(b) Section 5.7 — Anti-Retaliation Policy; and
(c) Section 8.1 — Complaint & Investigation Procedures; and
(iv) The AGMG Board Corporate Governance Guidelines, Section 12, which sets forth Executive Conduct Standards applicable to senior executives of the Company and its subsidiaries.
E. Additional Matters Within Scope
In addition to the specific allegations described above, the investigation may also examine any prior complaints, reports, or relevant human resources history relating to Mr. Hale's workplace conduct, including but not limited to prior complaints of harassment, discrimination, or retaliation, whether formal or informal, and any actions taken in response thereto. The investigation team will review Mr. Hale's personnel file and relevant HR records to determine whether any pattern of conduct exists that may be relevant to the assessment of the current allegations.
F. Investigative Methods
The investigation will include, but not be limited to, the following fact-gathering activities: witness interviews with complainants, the subject of the investigation, current and former employees of APS and AGMG, and third-party contractors or other individuals as warranted; review of electronic communications, including email, Meridian Solutions messages, text messages, and other messaging platforms; review of HR records, personnel files, and performance evaluations; review of relevant corporate policies and handbooks; review of any prior complaints or investigation files; review of calendar entries, expense reports, and travel records; and any other fact-gathering activities deemed necessary or appropriate by the investigation team.
G. Modification of Scope
The scope of the investigation as described herein may be expanded or narrowed by mutual agreement between Calderwood & Harkness and the Authorizing Committees, acting through Ms. Blackwood. If, during the course of the investigation, the investigation team identifies additional allegations or areas of concern that fall outside the current scope, the Firm will promptly notify Ms. Blackwood and seek authorization from the Authorizing Committees before expanding the scope of the investigation to encompass such matters.
4. Investigation Methodology
The Firm will conduct the investigation in accordance with best practices for independent workplace investigations, with a view toward thoroughness, fairness, impartiality, and defensibility. The following describes the principal components of the investigation methodology.
Witness Interviews. The investigation team will identify and interview all relevant witnesses, including the complainants (Ms. Morales, Ms. Ngo, and Mr. Whitfield), the subject of the investigation (Mr. Hale), and other current and former employees of APS and AGMG who may have relevant knowledge. The investigation team may also interview third-party contractors, vendors, or other individuals who may have been present during relevant events or who may possess information bearing on the allegations. The investigation team will exercise its professional judgment in determining the universe of witnesses to be interviewed, the order in which interviews will be conducted, and the specific topics to be addressed in each interview.
All witness interviews will be conducted under an Upjohn/corporate representation admonition, as described in Section 2 above. Interviews will be conducted by members of the Calderwood & Harkness investigation team, typically with two attorneys present — one to conduct the interview and one to take contemporaneous notes. Interviews may be conducted in person at the APS offices in Burbank, at the Firm's offices in Los Angeles, or via secure videoconference, as circumstances warrant. The investigation team will work with Ms. Blackwood to coordinate scheduling and to minimize disruption to the Company's business operations to the extent practicable, while prioritizing the integrity and thoroughness of the investigation.
Witnesses will be informed that they are expected to cooperate with the investigation and to provide truthful and complete information, consistent with the Company's policies regarding cooperation with internal investigations. Witnesses will also be reminded of the Company's anti-retaliation policy and informed that any retaliation against a complainant, witness, or other participant in the investigation is strictly prohibited and will not be tolerated.
Document Collection and Review. Calderwood & Harkness will arrange for the collection, processing, and review of relevant electronic communications and documents from identified custodians. Document collection will encompass email (including personal email accounts to the extent used for business purposes), Meridian Solutions messages, text messages, calendar entries, documents stored on company servers and cloud platforms, and any other electronically stored information that may be relevant to the investigation. The investigation team will work with the Company's information technology department and, as applicable, its third-party IT service providers to identify, collect, and preserve relevant data.
The Firm anticipates retaining a qualified digital forensics vendor to perform forensic collection of electronically stored information in a defensible manner, consistent with industry standards and applicable legal requirements. The forensic collection process will include chain-of-custody documentation and the use of forensically sound methods to ensure the integrity and authenticity of the collected data. The costs of the forensics vendor will be passed through to the Company as a disbursement, as set forth in Section 6 below.
In addition to electronic communications, the investigation team will review relevant hard-copy documents, including but not limited to HR records, personnel files, performance evaluations, complaint files, policy manuals, and any other physical documents identified as potentially relevant.
Retention of Third-Party Vendors. Calderwood & Harkness may, with the Company's prior consent, retain third-party service providers to assist with the investigation. Such providers may include digital forensics firms, e-discovery processing and hosting vendors, court reporting or transcription services, or other consultants whose expertise may be required. To the extent practicable, such third-party vendors will be retained as agents of counsel to preserve the privileged nature of their work product and the confidentiality of the investigation. The Firm will provide the Company with advance notice of any proposed vendor engagements and associated estimated costs, and will seek the Company's approval before incurring significant vendor expenses.
Analysis and Reporting. Upon completion of the fact-gathering phase of the investigation, the investigation team will analyze the evidence gathered, assess witness credibility based on factors including demeanor, consistency, corroboration, motive, and plausibility, apply the relevant legal standards and company policies to the facts as found, and prepare a comprehensive privileged investigation report. The report will set forth the factual findings of the investigation, the basis for those findings, the investigation team's assessment of the credibility of the principal witnesses, the applicable legal standards and company policies, and the investigation team's recommendations for remedial action, if any. The report will be clearly marked as privileged and confidential and will be delivered to the Authorizing Committees as set forth in Section 5 below.
5. Reporting Structure
Calderwood & Harkness will report its findings and recommendations to the People & Culture Committee and the Audit & Risk Committee of the AGMG Board, acting jointly through their respective chairs, Dame Cordelia Ashworth and Raymond Okoro. The Firm's ultimate obligation is to the Board of Directors of AGMG, and the investigation report will be delivered to the Authorizing Committees as the designated recipients on behalf of the Board.
Day-to-day communications regarding the investigation, including logistical coordination, scheduling, document requests, and routine status updates, will flow through Ms. Blackwood in her capacity as the Board's designated liaison with the Firm. Ms. Blackwood is authorized to communicate with the investigation team on behalf of the Authorizing Committees regarding matters of day-to-day administration and to relay instructions from the Authorizing Committees to the Firm. Matters of material significance — including any proposed changes to the scope of the investigation, interim findings of a particularly sensitive nature, and the final investigation report — will be communicated directly to the chairs of the Authorizing Committees, either through Ms. Blackwood or directly at the request of the committee chairs.
Interim status updates will be provided to the Authorizing Committees at regular intervals to be agreed upon with the committee chairs. The Firm anticipates providing written status memoranda on a biweekly basis, supplemented by telephonic or videoconference briefings as requested. The frequency and format of interim reporting may be adjusted as the investigation progresses, in consultation with the committee chairs and Ms. Blackwood.
Upon completion of the investigation, a comprehensive draft investigation report will be delivered to the Authorizing Committees for review and comment. The Firm will provide a reasonable period for the committees to review the draft report and to raise any questions or request clarification regarding the findings. Following receipt of any feedback, the Firm will prepare and deliver a final investigation report incorporating such revisions as the Firm, in its professional judgment, deems appropriate.
The Firm is prepared to present its findings and recommendations in person or via secure videoconference to the Authorizing Committees, the full Board, or any other audience designated by the Board, as requested. The Firm may also be asked to participate in discussions regarding remedial action, disciplinary measures, or other next steps, and is prepared to provide legal advice in connection therewith.
6. Fees and Billing Arrangements
Calderwood & Harkness will bill for its services in connection with this engagement on an hourly basis in accordance with the Firm's standard billing practices. The current standard hourly rates for the professionals anticipated to be primarily staffed on this engagement are as follows:
These rates reflect the Firm's current standard billing rates for the identified professionals. The Firm endeavors to staff matters efficiently, and the rates listed above reflect the experience and seniority of the professionals who will be performing the work.
Additional attorneys, including contract review attorneys, and paralegals may be staffed on the engagement as necessary, particularly during periods of intensive document review. Their participation and rates will be communicated to the Company in advance. For reference, the Firm's current standard rates for contract review attorneys are $480 per hour, and for paralegals the current standard rate is $415 per hour.
The Firm reserves the right to adjust its standard hourly rates annually, consistent with Firm-wide rate adjustments, upon advance written notice to the Company. Any such adjustment would take effect at the beginning of the calendar year following notice and would apply only to time incurred after the effective date of the adjustment.
Third-party vendor costs incurred in connection with the investigation, including digital forensics services, e-discovery processing and hosting, transcription services, and other outside services, will be billed as disbursements and passed through to the Company at cost, without markup. The Firm will seek the Company's advance approval before engaging vendors for services expected to exceed $25,000 in the aggregate for any single vendor.
Invoices for professional fees and disbursements will be rendered monthly, in arrears, and are due and payable within thirty (30) days of receipt. Invoices will contain a summary of the services rendered, the professionals who performed the work, the hours expended, and the applicable rates, in sufficient detail to allow the Company to review and assess the charges. The Firm is willing to work with the Company to conform its billing format to any specific requirements of the Company's accounts payable or legal billing systems, including compliance with any electronic billing guidelines.
The Company will be responsible for all reasonable out-of-pocket expenses incurred by the Firm in connection with the engagement, including but not limited to travel expenses (air travel, ground transportation, hotel accommodations, and meals), document reproduction and production costs, courier and delivery charges, long-distance telephone charges, and other incidental expenses. Travel expenses will be incurred at reasonable levels consistent with the Firm's standard travel policy. The Firm does not anticipate significant travel expenses for this engagement, as the principal activities will take place in the greater Los Angeles area, but will notify the Company in advance of any anticipated out-of-town travel.
While the Firm is unable to provide a fixed fee or budget cap for this engagement, given the inherent uncertainties regarding the scope and complexity of workplace investigations of this nature, the Firm is committed to staffing the matter efficiently and to communicating proactively with the Company regarding fees as the investigation progresses. The Firm will endeavor to provide periodic fee estimates and updates as the scope of the remaining work becomes clearer.
7. Privilege and Confidentiality
This engagement is undertaken at the direction of the Board of Directors of AGMG for the purpose of obtaining legal advice in connection with the allegations of workplace misconduct described herein. It is the express intent of both the Company and the Firm that all communications between Calderwood & Harkness and the Company, and all work product generated by the Firm in connection with this engagement, be protected by the attorney-client privilege and/or the attorney work-product doctrine to the fullest extent permitted by applicable law.
The attorney-client privilege is a fundamental protection that enables the Company to communicate candidly and fully with its counsel in order to receive informed legal advice. Preserving this privilege is essential to the integrity and effectiveness of the investigation. Accordingly, the Firm and the Company will take all reasonable steps to maintain the confidentiality of privileged communications and work product.
The attorney-client privilege belongs exclusively to Aurelius Global Media Group PLC as the client. The Company, acting through its Board of Directors, retains the sole and exclusive right to assert or waive the privilege. No individual employee, officer, director, or witness possesses the right to assert or waive the privilege, nor should any individual be led to believe that the privilege belongs to them. As noted in Sections 2 and 4 above, Upjohn/corporate representation warnings will be administered at each witness interview to ensure that witnesses understand the nature and limits of the privilege.
Calderwood & Harkness will coordinate with Pendleton & Warwick LLP, the Company's UK outside corporate counsel, as necessary to establish and maintain protocols for preserving privilege across the United States and United Kingdom jurisdictions. The Firm recognizes that the rules governing legal professional privilege in England and Wales differ in certain respects from the rules governing attorney-client privilege in the United States, and that careful attention must be given to the structuring of communications and the handling of documents to ensure that privilege is maintained in both jurisdictions. The Firm will work with Pendleton & Warwick to develop a privilege protocol that addresses these cross-border considerations.
All reports, memoranda, interview notes, draft documents, analyses, and other work product generated by the Firm in connection with this engagement will be clearly marked as "PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION / ATTORNEY WORK PRODUCT" or words to similar effect.
The Company agrees that it will not disclose privileged investigation materials — including the investigation report, interview memoranda, or other work product of the Firm — to third parties without prior consultation with Calderwood & Harkness regarding the potential impact of such disclosure on the attorney-client privilege and the work-product doctrine. The Firm will advise the Company regarding the risks and implications of any proposed disclosure and will work with the Company to structure any necessary disclosures in a manner that minimizes the risk of privilege waiver to the extent practicable.
Nothing in this section shall be construed to prevent the Company from making disclosures required by applicable law, regulation, or court order, provided that the Company provides the Firm with reasonable advance notice of any such required disclosure and cooperates with the Firm in seeking to limit the scope of the disclosure and to preserve the privilege to the maximum extent permitted.
8. Preservation of Documents — Litigation Hold
The preservation of relevant documents and electronically stored information is of critical importance in connection with this investigation, both to ensure the integrity and thoroughness of the investigation itself and to discharge the Company's obligations to preserve evidence in anticipation of potential litigation or regulatory proceedings.
Contemporaneous with the commencement of this engagement, Calderwood & Harkness will prepare a litigation hold notice (also referred to as a "preservation notice" or "hold notice") for issuance by APS to relevant custodians — that is, individuals who are reasonably likely to possess documents or electronically stored information relevant to the allegations under investigation. The litigation hold notice will direct all such custodians to preserve, in their current form and location, all documents and communications potentially relevant to the allegations, including but not limited to emails, text messages, Meridian Solutions messages, voicemails, calendar entries, notes, memoranda, photographs, and any other tangible or electronic materials.
The Company and APS shall ensure that all materials subject to the litigation hold are preserved in their current form and that no relevant documents are destroyed, altered, deleted, or overwritten, whether through intentional action or through the routine operation of document retention or destruction policies, automated deletion protocols, or IT system processes. The Company and APS shall take affirmative steps to suspend any routine document destruction or recycling policies as they apply to potentially relevant materials and custodians.
The Company acknowledges that a demand letter dated April 20, 2023, has been received from Nakamura Reeves LLP on behalf of Jenna Morales, asserting claims arising from the conduct at issue in this investigation. The receipt of this demand letter gives rise to an independent obligation to preserve relevant documents in anticipation of potential litigation, and the Company's obligation to preserve such materials is understood and acknowledged. The litigation hold notice prepared by the Firm will encompass this preservation obligation.
The Firm will work with the Company's legal department and IT department to identify the appropriate custodians, implement the litigation hold, and establish procedures for ongoing monitoring of compliance with the hold. The Firm recommends that the Company designate a point person within the IT department to serve as the primary contact for litigation hold implementation and to ensure that automated deletion processes are suspended for the relevant custodians and data sources.
9. Conflicts of Interest
Calderwood & Harkness has conducted a comprehensive conflicts of interest check in connection with this proposed engagement, in accordance with the Firm's internal conflicts policies and applicable rules of professional conduct. Based on that review, the Firm confirms that it has identified no conflicts of interest that would preclude the Firm from undertaking this engagement as of the date of this letter.
A separate internal conflict check memorandum documenting the results of the Firm's conflicts review has been prepared and is maintained on file in the Firm's records. This memorandum is an internal Firm document and is not being provided to the Company, consistent with standard practice.
Specifically, and without limitation, the Firm confirms that it does not represent, and has not represented in connection with any matter related to the subject of this investigation, any of the following individuals or entities: Marcus Hale; any complainant, including Jenna Morales, Claire Ngo, and Darren Whitfield; Thornfield & Associates LLP, which the Firm understands to be personal counsel retained by Mr. Hale; Nakamura Reeves LLP, which the Firm understands to be counsel retained by Ms. Morales; or any other party whose interests are adverse to the Company in connection with this matter.
Should any conflict of interest arise during the course of the engagement, whether through the identification of new facts, the involvement of additional parties, or any other development, the Firm will promptly notify the Company and will take all steps required by applicable rules of professional conduct to address the conflict, including, if necessary, seeking the Company's informed written consent to continue the representation or, if the conflict is not waivable, withdrawing from the engagement.
10. Staffing
The investigation will be staffed by the following professionals from Calderwood & Harkness LLP:
Bernard Crawford, Partner, will serve as the Responsible Partner for this engagement. Mr. Crawford will have overall supervisory responsibility for the investigation, including strategic direction, quality control, and oversight of the final investigation report. Mr. Crawford is a senior partner in the Firm's Employment Litigation and Workplace Investigations practice and has extensive experience conducting sensitive internal investigations for public and private companies in the media, entertainment, and technology sectors.
Renata Vasquez, Partner, will serve as the Billing Partner for this engagement. Ms. Vasquez will be responsible for billing administration and will also provide substantive guidance on the investigation as needed, particularly with respect to matters involving corporate governance and Board-level reporting. Ms. Vasquez is a partner in the Firm's Corporate Governance and Internal Investigations practice.
Devon Archer, Associate, will serve as the Lead Associate and primary day-to-day investigator. Mr. Archer will be responsible for coordinating and conducting witness interviews, managing document collection and review, and preparing draft memoranda and the draft investigation report under the supervision of Mr. Crawford and Ms. Vasquez. Mr. Archer is a senior associate in the Firm's Employment Litigation practice and has participated in numerous workplace investigations involving allegations of harassment, discrimination, and retaliation.
Nadia Petrov, Associate, will support the investigation as Working Associate. Ms. Petrov will assist with witness interviews, document review, legal research, and other tasks as assigned. Ms. Petrov is an associate in the Firm's Employment Litigation practice.
Additional resources, including contract review attorneys and paralegals, will be deployed as needed, particularly during periods of intensive document review. The Firm will endeavor to maintain staffing continuity throughout the engagement to the extent practicable and will notify the Company in advance of any significant changes in staffing.
11. Estimated Timeline
The Firm anticipates that the investigation will require approximately three to four months from the date of formal commencement to delivery of the final investigation report. This estimate is based on the Firm's experience with investigations of comparable scope and complexity and takes into account the anticipated volume of witness interviews, the volume of documents for review, and the time required for analysis and report preparation.
The actual timeline may vary depending on a number of factors, including the availability and cooperation of witnesses (particularly the subject of the investigation and any witnesses who are no longer employed by the Company or APS), the volume and complexity of electronically stored information collected for review, the emergence of new allegations or lines of inquiry that may require additional investigation, and any intervening legal developments, such as the filing of administrative charges or civil litigation.
The Firm will provide a more detailed projected timeline, including anticipated milestones for each phase of the investigation, in a separate investigation scope and protocol memorandum to be delivered to the Authorizing Committees, through Ms. Blackwood, shortly following the formal commencement of the engagement. The Firm will also provide regular updates regarding the progress of the investigation relative to the projected timeline and will promptly notify the Company of any developments that may materially affect the anticipated completion date.
12. Insurance Notifications
The Firm recommends that the Company promptly notify its relevant insurance carriers of the allegations described herein and of the commencement of the investigation. Timely notice to insurers is essential to preserve the Company's rights under its applicable insurance policies and to ensure that coverage is available for investigation costs, defense costs, and any potential liability arising from the underlying allegations.
Based on information provided by the Company, the Firm understands the following insurance arrangements to be in place:
Employment Practices Liability Insurance (EPLI): Northbridge Mutual Insurance Co., Policy Number NM-EPLI-2023-00417, policy period January 1, 2023 through December 31, 2023, per-claim limit of $10,000,000, aggregate limit of $25,000,000, self-insured retention of $500,000.
Directors & Officers Liability Insurance (D&O): Castlemaine Underwriters Ltd., Policy Number CU-DO-2023-11283, tower limit of $50,000,000.
Insurance Broker: Kessler & Dunn Insurance Brokers Ltd.
Investigation costs incurred in connection with this engagement may be subject to coverage under the EPLI policy, depending on the terms and conditions of that policy, subject to the self-insured retention and any carrier approval requirements for the retention of counsel and the incurrence of investigation expenses. The Firm recommends that the Company review its EPLI policy carefully, in consultation with Kessler & Dunn and/or coverage counsel, to determine the extent to which coverage may be available and to comply with any notice requirements or conditions precedent to coverage.
Calderwood & Harkness is prepared to assist with the preparation and submission of insurance notices if requested by the Company. The Firm can also advise the Company regarding any carrier consent requirements or coverage-related issues that may arise in connection with the investigation.
13. Interim Protective Measures
Pending the outcome of the investigation, the Firm recommends that the Company consider implementing certain interim protective measures designed to safeguard the integrity of the investigation and to protect complainants, witnesses, and other employees from potential retaliation or further harm.
Specifically, the Firm recommends that the Company consider placing Mr. Hale on paid administrative leave for the duration of the investigation. Administrative leave in this context is a standard and widely accepted protective measure in workplace investigations involving allegations of this nature and severity, particularly where the subject of the investigation holds a position of significant authority over the complainants and potential witnesses. The purpose of administrative leave is to ensure that Mr. Hale does not have the opportunity, whether intentionally or inadvertently, to influence, intimidate, or retaliate against complainants or witnesses during the pendency of the investigation, and to preserve the integrity of the fact-finding process.
The Firm further recommends that, in connection with any administrative leave, the Company suspend Mr. Hale's access to company email, Meridian Solutions, and all other internal systems and platforms for the duration of the leave. This recommendation is intended to prevent the alteration, deletion, or removal of potentially relevant electronically stored information, and to prevent any communications by Mr. Hale through company channels that might be perceived as intimidating or retaliatory.
These recommendations are made without prejudice to Mr. Hale's rights and without any presumption as to the outcome of the investigation. Administrative leave is a precautionary measure and should not be characterized or construed as a disciplinary action or as an indication that the Company has reached any conclusion regarding the merits of the allegations. Mr. Hale should be informed that the leave is non-disciplinary in nature and that he will continue to receive his regular compensation and benefits during the leave period.
The Firm is available to advise the Company further regarding the implementation of these and any other interim protective measures, including the preparation of written communications to Mr. Hale regarding the terms of his leave and the preparation of communications to APS employees regarding Mr. Hale's temporary absence from the workplace.
14. Governing Law
This engagement letter and the Firm's engagement by the Company shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles. The rights and obligations of the Firm in connection with this engagement are further subject to the California Rules of Professional Conduct and any other applicable rules of professional responsibility.
15. Termination
Either party may terminate this engagement at any time upon written notice to the other party, subject to the Firm's ethical obligations under the California Rules of Professional Conduct and any other applicable rules of professional conduct. The Firm recognizes that, upon termination by the Company, the Firm has an obligation to take reasonable steps to protect the Company's interests, including providing reasonable notice and returning client files and property as required by applicable rules.
Upon termination of the engagement, whether by the Company or the Firm, the Company shall remain responsible for all fees and expenses incurred through the date of termination, including any outstanding invoices for professional services rendered and disbursements incurred prior to the effective date of termination. The Firm will prepare and submit a final invoice promptly following the effective date of termination.
Upon termination, the Firm will make available to the Company, upon request, copies of all work product generated in connection with the engagement, subject to any applicable lien rights for unpaid fees and expenses.
16. Agreement and Acknowledgment
We are honored to have been selected by the Board to conduct this investigation, and we recognize the importance and sensitivity of the matters entrusted to us. We are committed to conducting the investigation with the utmost professionalism, thoroughness, and impartiality, and to providing the Board with the information and analysis it needs to make informed decisions regarding the appropriate course of action.
If the foregoing terms are acceptable to the Company, we respectfully request that you sign and return a copy of this letter to confirm the Company's agreement to the terms set forth herein. A countersigned copy may be returned by email to Bernard Crawford at bcrawford@calderwoodharkness.com or by mail to the address set forth above. This letter will constitute the binding agreement between the Firm and the Company with respect to this engagement upon execution by both parties.
We look forward to working with you and the Board on this important matter. Please do not hesitate to contact me or Devon Archer if you have any questions regarding this letter or the proposed engagement.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Bernard Crawford
Title: Partner
Date: ________
ACKNOWLEDGED AND AGREED:
The undersigned, on behalf of Aurelius Global Media Group PLC, acting through its Board of Directors, hereby confirms the Company's agreement to the terms and conditions set forth in this engagement letter.
AURELIUS GLOBAL MEDIA GROUP PLC
By: ________
Name: Fiona Blackwood
Title: General Counsel, on behalf of the Board of Directors
Date: ________
Enclosures: None (separate internal conflict check memorandum on file at Calderwood & Harkness LLP)
cc: Renata Vasquez, Partner, Calderwood & Harkness LLP Devon Archer, Associate, Calderwood & Harkness LLP
Note: Copy to Dame Cordelia Ashworth, Chair, People & Culture Committee, and Raymond Okoro, Chair, Audit & Risk Committee, to be transmitted by Ms. Blackwood at her discretion.
Professional | Title / Role | Hourly Rate (USD)
Bernard Crawford | Partner (Responsible Partner) | $1,350
Renata Vasquez | Partner (Billing Partner) | $1,275
Devon Archer | Associate (Lead Associate) | $875
Nadia Petrov | Associate (Working Associate) | $725

CALDERWOOD & HARKNESS LLP Attorneys at Law

CALDERWOOD & HARKNESS LLP

ACKNOWLEDGED AND AGREED:

AURELIUS GLOBAL MEDIA GROUP PLC

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