Contract analysis

I. Introduction and Purpose This memorandum is submitted in connection with the engagement letter executed on April 6, 2023, between Calderwood & Harkness LLP, with offices at 425 Park Avenue, 18th Floor, New York, NY 10022 ("Calderwood & Harkness" or the "Firm"), and Aurelius Global Media Group PLC ("Aurelius" or the "Client"). The purpose of this memorandum is to provide the Client with a detailed fee estimate for

II. Summary Fee Estimate Based on the scope of work described in detail in Section IV below, the Firm's total estimated legal fees for the representation of Aurelius in connection with the negotiation, documentation, and closing of the headquarters lease at the Building are: Total Estimated Legal Fees: $475,000 – $575,000 Exclusive of Disbursements and Third-Party Costs The range set forth above reflects the inherent

III. Billing Rates The following billing rates will apply to the engagement: The rates set forth above are Calderwood & Harkness's standard 2023 rates for timekeepers in the Firm's Real Estate Department. No rate increase is anticipated during the projected timeline of this matter, which is expected to run from April 2023 through August 2023. In the event that the matter extends beyond calendar year 2023, any rate ad

IV. Scope of Work and Fee Breakdown by Phase The following sets forth a detailed description of the scope of work to be performed by the Firm in connection with the headquarters lease transaction, organized by phase. Each phase includes an estimated fee range, a summary of the work to be performed, and a discussion of the key issues and assumptions applicable to that phase. A. Lease Negotiation and Drafting — Estimat

I. Client Communications and Project Management — Estimated $30,000 – $40,000 Throughout the engagement, the Firm will maintain regular and proactive communications with the Client's team, including Tariq Nassar (General Counsel), Vivienne Caldwell (SVP Global Real Estate & Facilities), and Eleanora Voss (Chief Financial Officer), as needed. The Firm will also coordinate closely with Blackmoor Advisory Group LLC (Den

V. Fee Estimate Summary Table The following table summarizes the estimated fee range for each phase of the engagement: Note: All amounts are exclusive of disbursements and third-party costs, which are estimated separately in Section VII below.

VI. Key Assumptions Underlying the Estimate The fee estimates set forth in this memorandum are based on the following key assumptions. If any of these assumptions prove to be inaccurate or if the circumstances of the transaction change materially, the Firm will promptly advise the Client, and actual fees may differ from the estimates provided herein.

1. Lease negotiations will involve approximately three to four (3–4) complete rounds of markups and redlines exchanged between Calderwood & Harkness and Pemberton Locke & Strauss LLP before the parties reach agreement on the final form of the Agreement of Lease and all exhibits thereto.

2. SNDA negotiations will involve approximately two to three (2–3) rounds of comments exchanged among Calderwood & Harkness, Pemberton Locke & Strauss LLP, and Halsted & Brinkley LLP (counsel to Atlas Continental Bank, N.A.).

3. The Phase I Environmental Site Assessment to be prepared by Greenfield Environmental Sciences LLC will not reveal Recognized Environmental Conditions ("RECs") requiring additional investigation, remediation, or other material follow-up work.

4. The title commitment to be issued by Commonwealth Fidelity Title Insurance Co. will not reveal material title defects requiring litigation, complex curative action, or protracted negotiations with third parties holding encumbrances on the property.

5. No condemnation proceedings, pending or threatened litigation, or special regulatory approvals will be required in connection with the transaction, beyond the standard landlord approvals customarily required for tenant signage and construction.

6. The lease will be governed by the laws of the State of New York, and any disputes arising under or in connection with the lease will be resolved in New York State Supreme Court, County of New York.

7. The estimated timeline for the engagement runs from the matter opening date (April 6, 2023) through the anticipated closing and occupancy date, with a target closing in August 2023.

8. The estimate does not cover the future exercise of expansion options or renewal options, nor does it cover any post-closing disputes, litigation, or advisory work arising after the closing of the initial lease transaction.

VII. Disbursements and Third-Party Costs The fee estimate set forth in this memorandum is exclusive of out-of-pocket disbursements incurred by the Firm in connection with the engagement. Disbursements will be billed to the Client at cost and may include, without limitation, the following: • Title search and examination fees; • Recording fees and filing charges; • Overnight courier and messenger charges; • Travel expe

VIII. Billing and Invoicing Procedures Monthly invoices will be submitted to Tariq Nassar at Aurelius Global Media Group PLC, 14 Cavendish Square, London W1G 0DW, United Kingdom, or to such other address or attention as the Client may designate from time to time in writing. Invoices will be transmitted via email, with a hard copy to follow by international courier upon request. Each invoice will itemize, for each tim

IX. Conclusion and Contact Information Calderwood & Harkness is prepared to commence work immediately upon confirmation of the engagement and receipt of the Landlord's initial draft lease. We are enthusiastic about the opportunity to represent Aurelius in this significant transaction and are committed to providing the highest quality legal services in connection with the negotiation, documentation, and closing of the

I. Client Communications & PM | $30,000 | $40,000 J. Contingency | $40,000 | $15,000 Total | $475,000 | $575,000