Contract analysis

I. PURPOSE This memorandum documents the results of the conflicts of interest search conducted in advance of Calderwood & Harkness LLP's proposed engagement to represent Aurelius Global Media Group PLC, a public limited company incorporated in England and Wales (Company No. 04291837, registered office at 1 Canary Wharf, London E14 5AB, United Kingdom) ("Aurelius PLC"), and its wholly owned United States subsidiary, A

II. SCOPE OF CONFLICTS SEARCH General Protocol. The conflicts search was conducted in accordance with Calderwood & Harkness LLP's standard conflicts clearance protocol, as set forth in Section 5 of the firm's Professional Responsibility Compliance Manual (revised January 2023). The search was performed using the firm's master conflicts database system (the "Database"), which is maintained by the firm's Conflicts and

1. Aurelius Global Media Group PLC (also searched as "Aurelius," "AGMG," "Aurelius Media," and "Aurelius Group") — Public limited company incorporated in England and Wales, Company No. 04291837. Aurelius PLC is a multinational media conglomerate with principal operations in digital media, broadcast television, publishing, and content licensing across Europe, North America, and Asia-Pacific. Aurelius PLC is listed on

2. Aurelius Media Holdings Inc. (also searched as "Aurelius US," "AMH," "Aurelius Holdings," and "Aurelius America") — Corporation organized under the laws of the State of Delaware, Delaware File No. 7318294. Aurelius US is the principal United States operating subsidiary of Aurelius PLC and serves as the entity through which Aurelius PLC conducts substantially all of its North American operations. Aurelius US is exp

3. Sir Marcus Hale, CBE — Chief Executive Officer of Aurelius Global Media Group PLC. Sir Marcus has served as CEO since 2016 and is a member of the board of directors of Aurelius PLC and several of its subsidiaries.

4. Eleanora Voss — Chief Financial Officer of Aurelius Global Media Group PLC. Ms. Voss oversees Aurelius PLC's global finance and treasury functions and is expected to have approval authority over the financial terms of the proposed lease.

5. Tariq Nassar — General Counsel of Aurelius Global Media Group PLC. Mr. Nassar is the primary client contact for the Proposed Engagement and will supervise the Client's outside counsel on all aspects of the transaction. The engagement letter will be directed to Mr. Nassar's attention.

6. Vivienne Caldwell — Senior Vice President, Global Real Estate & Facilities, Aurelius Global Media Group PLC. Ms. Caldwell manages the Client's worldwide real estate portfolio and is the principal business point of contact for the lease negotiation. B. Landlord / Adverse Party Entities The following entities and individuals were searched as adverse parties in the Proposed Engagement. The landlord and its affiliated

1. Greystone Metropolitan Realty LLC (also searched as "Greystone," "Greystone Realty," "Greystone Metropolitan," and "GMR") — Limited liability company organized under the laws of the State of Delaware. Greystone Metropolitan Realty LLC is the fee owner and operating entity for the Building located at 787 Seventh Avenue, New York, New York 10019. Its principal office is located at 600 Lexington Avenue, 32nd Floor, N

2. Greystone Capital Partners Fund VI LP (also searched as "Fund VI," "Greystone Fund VI," and "GCP VI") — Limited partnership organized under the laws of the State of Delaware. Fund VI is an institutional real estate investment fund and is the sole member or controlling equity holder of Greystone Metropolitan Realty LLC. Fund VI holds the beneficial ownership interest in the Building through the Greystone operating

3. Greystone Capital Advisors LLC (also searched as "GCA," "Greystone Advisors," and "Greystone Capital") — Limited liability company organized under the laws of the State of Delaware. GCA serves as the investment manager and fund manager for Fund VI and its predecessor and successor funds. GCA provides asset management, leasing, and disposition services for the Greystone fund family.

4. Greystone Capital GP VI LLC (also searched as "GP VI" and "Greystone GP") — Limited liability company organized under the laws of the State of Delaware. GP VI serves as the general partner of Fund VI and exercises management and decision-making authority over Fund VI's investments, including the Building.

5. Jonathan R. Whitfield — Managing Principal of Greystone Metropolitan Realty LLC. Mr. Whitfield is understood to be the senior decision-maker on the landlord's side of the transaction and a principal of the broader Greystone Capital platform.

6. Catherine Ng — Senior Vice President, Leasing, Greystone Metropolitan Realty LLC. Ms. Ng is the landlord's leasing representative and has been the primary business contact on the landlord's side during the letter-of-intent stage.

7. Brendan T. Kozlowski — Vice President, Asset Management, Greystone Metropolitan Realty LLC. Mr. Kozlowski is responsible for day-to-day asset management of the Building and is expected to be involved in the negotiation of construction, maintenance, and operating expense provisions of the lease.

8. Harrison Drexel — Chief Executive Officer and Fund Manager of Greystone Capital Advisors LLC. Mr. Drexel is the founder and controlling principal of the Greystone Capital platform. C. Lender Entities The following entities and individuals were searched as the holder of the first mortgage lien on the Building. Although the lender is not a direct party to the lease, the Client will be required to negotiate an SNDA w

1. Atlas Continental Bank, N.A. (also searched as "Atlas," "Atlas Continental," "ACB," and "Atlas Bank") — National banking association organized under the laws of the United States, with its principal office at 277 Park Avenue, New York, New York 10172. Atlas Continental Bank, N.A. is the holder of the first mortgage lien encumbering the Building and is the administrative agent under the existing mortgage loan facil

2. Patricia Delgado — Vice President, Commercial Real Estate Lending, Atlas Continental Bank, N.A. Ms. Delgado is the loan officer assigned to the Greystone mortgage facility and is expected to be the bank's representative in connection with the SNDA negotiation. D. Opposing Counsel The following law firm and its attorneys were searched as the landlord's outside legal counsel in the Proposed Engagement:

1. Pemberton Locke & Strauss LLP (also searched as "PLS," "Pemberton Locke," and "Pemberton") — Limited liability partnership organized under the laws of the State of New York, with its principal office at 1 World Financial Center, Suite 3800, New York, New York 10281. Pemberton Locke & Strauss LLP has been engaged by Greystone Metropolitan Realty LLC as landlord's counsel for the lease negotiation.

2. Diane Ashford — Partner, Real Estate Department, Pemberton Locke & Strauss LLP. Ms. Ashford is the lead partner on the landlord's side of the transaction.

3. Kevin Mulcahy — Associate, Real Estate Department, Pemberton Locke & Strauss LLP. Mr. Mulcahy is the working associate assigned to the matter by Pemberton Locke & Strauss LLP. E. Lender's Counsel The following law firm and its attorney were searched as outside legal counsel to the mortgage lender in connection with the anticipated SNDA negotiation:

1. Halsted & Brinkley LLP (also searched as "H&B," "Halsted Brinkley," and "Halsted") — Limited liability partnership organized under the laws of the State of New York, with its principal office at 200 Park Avenue, Suite 2400, New York, New York 10166. Halsted & Brinkley LLP represents Atlas Continental Bank, N.A. in connection with the existing mortgage loan on the Building and is expected to represent the lender in

2. Thomas Brinkley — Partner, Halsted & Brinkley LLP. Mr. Brinkley is the lead attorney for the lender. F. Brokers, Consultants, and Other Third Parties The following brokers, consultants, financial institutions, insurers, and other third parties were searched in connection with the Proposed Engagement. These parties are not expected to be adverse to the Client but may have interests that interact with the Client's i

1. Blackmoor Advisory Group LLC (also searched as "Blackmoor" and "Blackmoor Advisory") — Limited liability company serving as the tenant's real estate broker. Principal office at 1345 Avenue of the Americas, Suite 2200, New York, New York 10105. The principal broker on this transaction is Dennis Rourke, Managing Director.

2. Mercer Houghton Real Estate Services Inc. (also searched as "Mercer Houghton," "MHRES," and "Mercer") — Corporation serving as the landlord's real estate broker. The agent assigned to this transaction is Simone Archer, Senior Vice President.

3. Caledonian National Bank PLC (also searched as "Caledonian," "CNB," and "Caledonian Bank") — Public limited company incorporated in Scotland, United Kingdom. Caledonian National Bank PLC is the anticipated issuing bank for the irrevocable standby letter of credit to be delivered by the tenant in lieu of a cash security deposit under the proposed lease.

4. Commonwealth Fidelity Title Insurance Co. (also searched as "Commonwealth Fidelity," "CFTIC," and "Commonwealth Title") — Title insurance company with offices at 140 Broadway, Suite 900, New York, New York 10005. Commonwealth Fidelity is the anticipated title insurer for the Client's leasehold interest.

5. Greenfield Environmental Sciences LLC (also searched as "Greenfield," "Greenfield Environmental," and "GES") — Environmental consulting firm. The lead consultant is Dr. Nadine Bertram, P.E., who is expected to conduct Phase I and, if required, Phase II environmental site assessments of the Building and the leased premises.

6. Ashworth Patel Design Studio LLC (also searched as "Ashworth Patel," "APDS," and "Ashworth") — Architecture and interior design firm engaged by the Client. The lead architect is Rohan Patel, AIA, who will oversee the design of the tenant's build-out and fit-out of the leased premises.

7. Pinnacle Build Group LLC (also searched as "Pinnacle," "Pinnacle Build," and "PBG") — Construction management firm anticipated to be engaged by the Client as the construction manager for the tenant improvement work.

8. Caldecott Risk Advisors Ltd. (also searched as "Caldecott," "Caldecott Risk," and "CRA") — Insurance brokerage firm organized under the laws of England and Wales, with offices in London, United Kingdom. Caldecott serves as the Client's insurance broker and will advise the Client with respect to the insurance requirements under the proposed lease.

9. Northbridge Mutual Insurance Company (also searched as "Northbridge," "Northbridge Mutual," and "NMIC") — Mutual insurance company anticipated to provide the Client's commercial general liability and property insurance coverage for the leased premises.

10. Sovereign Assurance Group PLC (also searched as "Sovereign," "Sovereign Assurance," and "SAG") — Public limited company anticipated to provide the Client's umbrella and excess liability insurance coverage.

11. Kestrel Insurance Holdings Inc. (also searched as "Kestrel," "Kestrel Insurance," and "KIH") — Corporation and existing tenant at 787 Seventh Avenue, currently occupying Floors 30 through 32 of the Building. Kestrel may hold competing right of first offer ("ROFO") or other preferential rights with respect to certain floors of the Building, including Floors 30 through 33, that may be senior to, or otherwise intera

III. SEARCH RESULTS Set forth below are the detailed results of the conflicts search for each category of party identified in Section II above. For each category, the Database search results are reported, followed by the undersigned's analysis and conclusion. A. Aurelius Global Media Group PLC and Affiliates A comprehensive search of the Database was conducted for Aurelius Global Media Group PLC, Aurelius Media Holdi

IV. SUMMARY OF FINDINGS Based on the foregoing, the firm's master conflicts database has been searched comprehensively against all parties, related entities, affiliated entities, and key individuals identified in connection with the Proposed Engagement, including (i) the Client and its affiliates and key personnel, (ii) the landlord and its affiliated entities and key personnel, (iii) the mortgage lender and its repr

V. RECOMMENDATION Based on the results of the conflicts search documented herein, I respectfully recommend as follows:

1. Engagement Letter. The engagement letter should be finalized and transmitted for execution to Aurelius Global Media Group PLC, attention: Tariq Nassar, General Counsel, on April 6, 2023, in accordance with the previously agreed-upon timeline. The engagement letter should identify both Aurelius Global Media Group PLC and Aurelius Media Holdings Inc. as clients of the firm in this matter and should clearly define th

2. Responsible Partner and Billing Partner. Douglas Fairchild is confirmed as the Responsible Partner for this matter, and Angela Fontaine is confirmed as the Billing Partner for this matter, in each case in accordance with the firm's matter staffing and supervision policies.

3. Engagement Team. The engagement team for this matter shall consist of the following attorneys: • Douglas Fairchild — Responsible Partner, Real Estate Department • Angela Fontaine — Billing Partner, Real Estate Department • Rafael Dominguez — Lead Associate, Real Estate Department • Cynthia Ho — Working Associate, Real Estate Department

4. Supplemental Conflicts Checks. If additional parties or counterparties are identified during the course of the representation — including, without limitation, subcontractors, additional lenders or mezzanine lenders, guarantors, prospective assignees or subtenants, governmental authorities (in the event of tax incentive or zoning applications), or other parties not currently identified — supplemental conflicts chec

VI. DISTRIBUTION AND FILING This memorandum shall be filed in the firm's conflicts clearance records maintained by the Conflicts and New Business Department, and a copy shall be placed in the matter file for Matter No. 1017-00009. This memorandum is classified as Privileged and Confidential — Attorney Work Product and is protected by the attorney-client privilege, the work product doctrine, and all other applicable p