Contract analysis

1. Introduction and Purpose We are pleased to confirm that all closing conditions under the Agreement of Lease dated July 13, 2023 (the "Lease"), by and between Greystone Metropolitan Realty LLC, a Delaware limited liability company (the "Landlord"), and Aurelius Media Holdings Inc., a Delaware corporation (the "Tenant"), have been fully satisfied, and the closing of the transaction is now complete. As you are aware,

2. Summary of Executed Transaction Documents The following is a summary of each principal document executed and delivered in connection with the closing of the Lease transaction. 2.1 Agreement of Lease The execution version of the Agreement of Lease is dated July 13, 2023. The principal parties and terms are as follows: Landlord: Greystone Metropolitan Realty LLC, a limited liability company organized and existing un

3. Key Dates Calendar The following table summarizes the critical dates and deadlines arising under the Lease and the ancillary transaction documents. We strongly recommend that each of these dates be entered into Aurelius's internal calendar and docketing systems, with appropriate advance reminders set for dates requiring affirmative action. Note: Lease Years are measured from the Commencement Date (August 1, 2023).

4. Rent Obligations Summary 4.1 Rent-Free Period The Lease provides for a rent-free period of six (6) months, commencing on the Commencement Date and ending on the day immediately preceding the Rent Commencement Date. The rent-free period runs from August 1, 2023 through January 31, 2024. During this period, the Tenant is not obligated to pay base rent, although the Tenant remains responsible for its proportionate sh

5. Tenant Improvement Allowance The Landlord has agreed to provide the Tenant with a tenant improvement allowance to fund the design and construction of the Tenant's initial improvements to the Premises. The key terms of the TI Allowance are as follows: TI Allowance Amount: $85.00 per RSF × 185,000 RSF = $15,725,000. Disbursement Mechanism: The TI Allowance is disbursed by the Landlord via monthly progress payments a

6. Change of Control Assignment Right The Lease contains provisions governing the Tenant's right to assign the Lease in connection with a "change of control" of Aurelius Media Holdings Inc. or Aurelius Global Media Group PLC. Given the strategic importance of this provision to Aurelius's corporate planning and potential future transactions, we set forth the key terms below in detail. Assignment Right. Upon a "change

7. Security Deposit — Letter of Credit Burn-Down Schedule The Tenant has delivered the Letter of Credit (L/C No. SNLC-2023-08015, issued by Caledonian National Bank PLC) in the initial amount of $5,180,000, which serves as the Tenant's security deposit under the Lease. The Lease provides for a scheduled reduction ("burn-down") of the outstanding Letter of Credit amount at specified milestones during the Lease Term, s

8. Expansion Option The Lease grants the Tenant an option to expand the Premises to include Floors 39 and 40 of Greystone Tower (the "Expansion Space"), subject to the following terms and conditions: Expansion Space: Floors 39 and 40, each containing approximately 37,000 RSF, for a total of approximately 74,000 RSF. Exercise Window: The Tenant may exercise the expansion option at any time during the period beginning

9. Right of First Offer (ROFO) The Lease grants the Tenant a right of first offer (the "ROFO") with respect to certain additional space in Greystone Tower, subject to the following terms: ROFO Space: The ROFO applies to any full floor on Floors 30 through 33 of Greystone Tower that becomes available during the Lease Term. Space is deemed to become "available" when the Landlord determines that such space will be offer

10. Renewal Options The Lease provides the Tenant with two (2) consecutive renewal options, each for a term of five (5) years, subject to the following terms and conditions: Renewal Terms: Each renewal term is five (5) years in duration. If both renewal options are exercised, the total occupancy period under the Lease would be 25 years (the initial 15-year term plus two 5-year renewal terms). Renewal Rent: The rent f

11. Signage Rights The Lease grants the Tenant the following signage rights at Greystone Tower: • Lobby Directory Listing: The Tenant is entitled to a listing on the building's lobby directory, identifying Aurelius Media Holdings Inc. (and, at the Tenant's election, Aurelius Global Media Group PLC) as a tenant of the building. • Elevator Bank Placard: The Tenant is entitled to one (1) placard in the elevator bank ser

12. Ongoing Obligations and Action Items The following is a summary of the Tenant's principal ongoing obligations and recommended action items following closing. We recommend that this section be distributed to the responsible personnel within Aurelius and that each item be assigned an owner and tracked through completion. Rent Payments. The first base rent payment of $431,666.67 is due on the Rent Commencement Date,

13. Broker Acknowledgment The following real estate brokers were involved in the transaction. All brokerage commissions are payable by the Landlord pursuant to separate commission agreements between the Landlord and the respective brokers. The Tenant has no obligation to pay any brokerage commission in connection with this transaction. Tenant's Broker: Blackmoor Advisory Group LLC (Dennis Rourke, Managing Director).

14. Enclosed Materials Enclosed with this letter, you will find the Index to the Closing Binder, which enumerates all executed originals and copies organized by tab number. The complete closing binder includes the following documents:

1. Agreement of Lease (execution version, with all Exhibits A through G)

3. Subordination, Non-Disturbance and Attornment Agreement (SNDA)

4. Letter of Credit (L/C No. SNLC-2023-08015)

5. Insurance Certificates (Commercial General Liability, Property, Umbrella/Excess Liability)

6. Leasehold Title Insurance Policy (Policy No. LTP-2023-07842)

7. Phase I Environmental Site Assessment

8. Tenant Officer's Certificate

9. Board Resolutions of Aurelius Media Holdings Inc.

10. Board Minutes Extract of Aurelius Global Media Group PLC (May 15, 2023)

11. Certificates of Good Standing (Aurelius Media Holdings Inc.; Aurelius Global Media Group PLC)

12. Commencement Date Confirmation Letter (August 1, 2023)

13. Possession Delivery Acknowledgment Letter (August 1, 2023)

14. Closing correspondence and ancillary documents Please note that the original executed versions of all transaction documents are maintained in the custody of Calderwood & Harkness LLP at our offices at 425 Park Avenue, 18th Floor, New York, New York 10022. Copies of all executed documents have been provided to Aurelius via secure Sundial Data Systems delivery. If you require access to the originals for any purpose

15. Concluding Remarks We were very pleased to have the opportunity to represent Aurelius in this significant transaction and to assist the company in securing its new North American headquarters at Greystone Tower. The lease at 787 Seventh Avenue, encompassing 185,000 RSF across five full floors, with a 15-year initial term, built-in expansion options, renewal flexibility, and favorable change-of-control assignment