Contract analysis

I. Purpose of Memorandum This memorandum memorializes the opening of a new real estate matter for Calderwood & Harkness LLP's representation of Aurelius Global Media Group PLC ("Aurelius" or "AGMG") and its United States operating subsidiary, Aurelius Media Holdings Inc. ("AMH" or "Tenant"), in connection with the negotiation and documentation of a long-term headquarters lease at Greystone Tower, 787 Seventh Avenue,

II. Client Information A. Client / Tenant — Parent Entity The client in this matter is Aurelius Global Media Group PLC, a public limited company incorporated in England and Wales under Company Number 04291837, with its registered and principal headquarters located at 14 Cavendish Square, London W1G 0DW, United Kingdom. Aurelius is a diversified media, entertainment, and e-commerce conglomerate with operations spannin

III. Transaction Overview and Scope of Engagement A. Transaction Summary This engagement involves the negotiation and documentation of a long-term lease of approximately 185,000 rentable square feet ("RSF") across five contiguous full floors — specifically Floors 34, 35, 36, 37, and 38 (collectively, the "Premises") — at Greystone Tower, also known as 787 Seventh Avenue, New York, NY 10019 (the "Building"). Each floo

1. Lease Negotiation and Documentation. Review and negotiate the Agreement of Lease and all exhibits thereto, including but not limited to: floor plans and descriptions of the Premises; building rules and regulations; the work letter (addressing the tenant improvement allowance, the landlord's and tenant's respective build-out obligations, and construction procedures); the form of irrevocable standby letter of credit

2. Parent Guaranty. Draft and negotiate the Parent Guaranty to be executed by Aurelius Global Media Group PLC in favor of the Landlord, guaranteeing the obligations of Aurelius Media Holdings Inc. under the lease, subject to an aggregate liability cap and such other terms as may be negotiated.

3. SNDA Negotiation. Negotiate a Subordination, Non-Disturbance and Attornment Agreement ("SNDA") with the existing first mortgagee on the Building, Atlas Continental Bank, N.A., located at 277 Park Avenue, New York, NY 10172. The SNDA negotiation will be conducted with the lender's outside counsel, Halsted & Brinkley LLP (lead attorney: Thomas Brinkley). Receipt of an acceptable SNDA is expected to be a condition pr

4. Title and Survey Review. Review the title commitment and survey for the Building and the land on which it is situated. We anticipate coordinating with the title insurer, which is expected to be Commonwealth Fidelity Title Insurance Co., to confirm clear title and identify any encumbrances, easements, restrictions, or other matters that could affect the Tenant's use and enjoyment of the Premises.

5. Environmental Review. Review the Phase I Environmental Site Assessment for the Building, prepared by the Landlord's environmental consultant, to confirm the absence of recognized environmental conditions or other environmental liabilities that could impact the Tenant's occupancy.

6. Zoning Review. Review zoning compliance for the Tenant's intended use of the Premises, including general office, studio/production, and ancillary uses, to confirm that such uses are permitted under the applicable New York City Zoning Resolution and any applicable special permits or variances.

7. Landlord Financial Review. Review the Landlord's building-level financial statements and operating expense history for the Building, including escalation reconciliation statements from prior years, to inform the negotiation of operating expense and real estate tax provisions in the lease.

8. Corporate Authorizations. Prepare tenant corporate authorization documents, including board resolutions of Aurelius Media Holdings Inc. and, as required, board resolutions of Aurelius Global Media Group PLC authorizing execution of the Parent Guaranty. Prepare officer's certificates and coordinate the issuance of good standing certificates from the Delaware Secretary of State and the New York Department of State,

9. Letter of Credit Coordination. Coordinate the issuance of the irrevocable standby letter of credit to serve as the Tenant's security deposit, in accordance with the terms of the lease, by Caledonian National Bank PLC, the Tenant's designated letter of credit issuing bank.

10. Insurance Coordination. Coordinate the delivery of the Tenant's insurance certificates, confirming compliance with the lease's insurance requirements, from the Tenant's insurance broker and carrier(s).

11. Closing Management. Prepare and manage a comprehensive closing checklist and oversee the assembly and delivery of all closing deliverables by both parties. Coordinate the logistics of lease execution, including signature pages, notarization (if required), and delivery.

12. Post-Closing. Prepare the commencement date confirmation letter and any related post-closing deliverables. Prepare a post-closing summary memorandum for the client's files. C. Counterparties and Opposing Counsel The following are the principal counterparties and their counsel in this transaction: Landlord: Greystone Metropolitan Realty LLC 600 Lexington Avenue, 32nd Floor New York, NY 10022 Managing Principal: Jo

IV. Staffing A. Engagement Team The following attorneys have been assigned to this matter, with their respective roles and current 2023 billing rates: The staffing plan reflects the firm's standard approach for a transaction of this size and complexity. The two-partner, two-associate structure is designed to ensure both senior-level strategic oversight and efficient day-to-day execution. B. Division of Responsibiliti

V. Estimated Budget A. Fee Estimate The total estimated legal fees for this engagement are $475,000 to $575,000, exclusive of disbursements. This estimate has been communicated to Tariq Nassar, General Counsel of Aurelius, via a separate fee estimate memorandum prepared by Angela Fontaine and transmitted to Mr. Nassar, dated April 7, 2023. The fee estimate memorandum sets forth the basis for the estimate, the assumpt

VI. Projected Timeline The following table sets forth the projected timeline for the principal milestones of this engagement, based on information received from the client and the tenant's broker, Blackmoor Advisory Group LLC, and on our experience with the expected pace of negotiation for a transaction of this type: The total anticipated timeline from engagement through lease execution and commencement is approximat

VII. Key Deal Terms (Preliminary Summary) The following is a summary of the anticipated principal economic and legal terms of the lease, as communicated by the client and by Blackmoor Advisory Group LLC during the pre-engagement phase. This summary is provided to afford Angela Fontaine appropriate context for budgeting and fee management purposes. All terms remain subject to negotiation and documentation, and the fin

VIII. Conflicts Clearance The mandatory conflicts check for this engagement was completed on April 5, 2023. A conflicts check memorandum was prepared by Rafael Dominguez and circulated to Douglas Fairchild and Angela Fontaine on that date. The conflicts check was run against the following parties and their affiliates: • Greystone Metropolitan Realty LLC • Greystone Capital Partners Fund VI LP • Greystone Capital Advi

IX. Next Steps The following immediate next steps have been identified for the engagement team:

1. Receipt of Landlord's Draft Lease. Await receipt of the initial draft Lease from Pemberton Locke & Strauss LLP, which is expected to be transmitted during the week of April 17, 2023. Upon receipt, the draft will be circulated to the full engagement team for review.

2. Initial Review Memorandum. Upon receipt of the draft Lease, Rafael Dominguez will prepare an initial review memorandum for Douglas Fairchild, identifying key issues, areas of concern, provisions that deviate from market practice, and recommended negotiation strategy. This memorandum is targeted for completion within three to four business days of receipt of the draft.

3. Introductory Client Call. Douglas Fairchild will schedule an introductory call with Tariq Nassar and Vivienne Caldwell to discuss the client's negotiation priorities, business objectives, and any specific concerns or requirements that should inform our review and negotiation approach. This call is targeted for the week of April 10, 2023.

4. Due Diligence Commencement. Cynthia Ho will commence the title, survey, and zoning due diligence workstreams upon receipt of the applicable materials from the Landlord or the client's broker. Requests for the title commitment, survey, Phase I ESA, and building financial statements will be coordinated through Vivienne Caldwell and Dennis Rourke at Blackmoor Advisory Group LLC.

5. Billing Setup. Angela Fontaine will set up the applicable billing codes and initiate the monthly billing cycle under matter number 1017-00009, in accordance with the firm's standard billing procedures and any client-specific billing requirements set forth in the engagement letter.

X. Document Retention and Filing All documents generated or received in connection with this engagement shall be filed under matter number 1017-00009 in the firm's document management system (Vireo Data Systems). The following organizational protocol shall be observed: • Lease Drafts and Redlines: All versions of the lease, redlines, comment letters, and related correspondence shall be filed in the designated "Lease