Contract analysis

1. Introduction and Engagement As discussed in our meetings on March 28, 2023, and April 3, 2023, Calderwood & Harkness has been retained by Aurelius to represent it and its wholly-owned subsidiary, Aurelius Media Holdings Inc., in the negotiation, drafting, execution, and closing of the Lease for premises comprising approximately 185,000 rentable square feet across five contiguous floors (Floors 34 through 38) of th

2. Scope of Representation Calderwood & Harkness's representation of Aurelius in connection with this matter shall encompass the following activities and services (collectively, the "Scope of Work"): a. Review and Analysis of Landlord's Draft Lease. We will conduct a thorough review and analysis of the initial draft lease to be submitted by the Landlord's counsel, Pemberton Locke & Strauss LLP, including all schedule

3. Engagement Team The following attorneys have been assigned to this engagement and will constitute the core engagement team: Douglas Fairchild, Partner, Real Estate Department, will serve as the Responsible Partner on this matter. Mr. Fairchild will be the primary point of contact for the client and will be responsible for overall supervision and strategic direction of the engagement, including direct participation

4. Estimated Fees and Billing Rates Based on our current understanding of the transaction, including the approximate deal parameters described in Section 2 above, we estimate that total legal fees for this engagement will be in the range of Four Hundred Seventy-Five Thousand Dollars ($475,000) to Five Hundred Seventy-Five Thousand Dollars ($575,000), exclusive of disbursements. This estimate reflects our assumptions

5. Client Identification For purposes of this engagement, the "client" is Aurelius Global Media Group PLC, a public limited company organized under the laws of England and Wales. Calderwood & Harkness will also represent the interests of Aurelius Media Holdings Inc., the Tenant and lease signatory, in connection with the negotiation, documentation, and closing of the Lease. The parties acknowledge and agree, however,

6. Opposing Parties and Adverse Counsel For purposes of this engagement, the parties adverse to or in a counterparty relationship with Aurelius and the Tenant are as follows: Landlord: Greystone Metropolitan Realty LLC, a Delaware limited liability company, managed by Greystone Capital Advisors LLC and serving as the operating entity for Greystone Capital Partners Fund VI LP. Landlord's Counsel: Pemberton Locke & Str

7. Confidentiality Calderwood & Harkness will maintain the confidentiality of all information, documents, and materials received from or on behalf of Aurelius in connection with this engagement, in strict accordance with the New York Rules of Professional Conduct and all other applicable rules and regulations governing the attorney-client relationship. We will not disclose any such information to any third party with

8. Document Retention Upon the conclusion of this matter, Calderwood & Harkness will transmit to Aurelius all original executed documents in our possession relating to the engagement, including the original executed Lease, the Guaranty, the SNDA, and all closing deliverables. The Firm will retain copies of such documents, together with our internal work product, correspondence, and file materials, in accordance with

9. Governing Law and Dispute Resolution This Engagement Letter, and the rights and obligations of the parties hereunder, shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles. Any dispute, claim, or controversy arising out of or relating to this Engagement Letter, or the breach, termination, enforcement, interpretation, or validity t

10. Termination Either party may terminate this engagement at any time upon written notice to the other party. In the event that Aurelius terminates this engagement, Aurelius shall remain responsible for the payment of all fees for services rendered and disbursements incurred through the effective date of termination, as reflected in a final invoice to be rendered by Calderwood & Harkness promptly following terminati

11. Acceptance and Execution If the foregoing terms and conditions are acceptable to Aurelius, we respectfully request that you signify your agreement by executing this Engagement Letter in the space indicated below and returning a signed copy to the undersigned at your earliest convenience. A countersigned copy may be returned by email (in PDF format) to douglas.fairchild@calderwoodharkness.com, with a hard copy to