Contract analysis

I. Executive Summary The purpose of this memorandum is to analyze the change of control assignment right being negotiated as part of the proposed Agreement of Lease (the "Lease") between Greystone Metropolitan Realty LLC ("Landlord") and Aurelius Media Holdings Inc. ("Tenant") for approximately 185,000 rentable square feet ("RSF") on Floors 34 through 38 at 787 Seventh Avenue, New York, NY 10019, commonly known as Gr

II. Background and Transaction Context A. The Tenant The named Tenant under the proposed Lease is Aurelius Media Holdings Inc. ("AMH" or "Tenant"), a Delaware corporation (Delaware File No. 7318294). AMH is the primary US operating subsidiary of Aurelius Global Media Group PLC and was incorporated in Delaware in 2009 for the purpose of consolidating Aurelius PLC's US media operations, including its television, digita

III. Analysis of the Proposed Definition of "Control" A. Recommended Definition The foundation of any change of control provision is the underlying definition of "Control." We recommend that the Lease define "Control" as follows: "Control" means the direct or indirect ownership of more than fifty percent (50%) of the voting equity interests of an entity, or the power to direct or cause the direction of the management

IV. The Change of Control Assignment Right A. Mechanics of the Right The central element of the proposed change of control provision is the assignment right itself. We propose that upon a Change of Control of either Aurelius Media Holdings Inc. (the Tenant) or Aurelius Global Media Group PLC (the Guarantor), Tenant shall have the right to assign the Lease to the successor entity without Landlord's prior written conse

1. Tangible Net Worth Test. The successor entity must have a tangible net worth, calculated in accordance with generally accepted accounting principles consistently applied, equal to or greater than Aurelius Global Media Group PLC's tangible net worth as of the date of the Lease — specifically, three billion one hundred million dollars ($3,100,000,000) (the "Net Worth Threshold"). This threshold ensures that the succ

2. Assumption of Obligations. The successor entity must execute and deliver to Landlord an assumption agreement, in form and substance reasonably acceptable to Landlord, pursuant to which the successor entity assumes all obligations of Tenant under the Lease. This requirement ensures that there is a clear contractual nexus between the successor entity and Landlord, eliminating any ambiguity about the identity of the

3. Notice and Financial Disclosure. Tenant must provide Landlord with thirty (30) days' prior written notice of the assignment, together with reasonable evidence of the successor entity's financial condition sufficient to demonstrate satisfaction of the tangible net worth test. "Reasonable evidence" should include audited financial statements of the successor entity (or, if audited financials are not available at the

V. Waiver of Landlord Recapture Right A. General Recapture Framework Under the general assignment provisions of the proposed Lease, Landlord retains a recapture right for voluntary assignments to unrelated third parties. The recapture right operates as follows: upon Tenant's submission of a request for Landlord's consent to a proposed assignment, Landlord has thirty (30) days to elect to recapture the Premises — that

VI. Interplay with Parent Guaranty A. Replacement Guaranty Requirement The Parent Guaranty to be executed by Aurelius Global Media Group PLC is a critical component of Landlord's underwriting of this transaction. The Guaranty will be unconditional, will guarantee all obligations of Tenant under the Lease (including, without limitation, rent, additional rent, and all other monetary and non-monetary obligations), and w

VII. Market Comparables — Class A Manhattan Office Leases A. Survey Methodology To assess the market-appropriateness of the proposed change of control provisions, we surveyed change of control provisions in recent Class A Manhattan office leases (executed between 2020 and 2023) involving credit tenants — defined for purposes of this survey as tenants with investment-grade credit ratings or tangible net worth exceedin

VIII. Potential Landlord Counter-Arguments and Responses Based on our experience with Pemberton Locke & Strauss and with institutional landlords of Greystone's profile, we anticipate the following counter-arguments from Landlord's counsel in the next round of negotiations. For each anticipated counter-argument, we have prepared a recommended response. A. Landlord May Seek to Retain Consent Right Anticipated argument:

IX. Recommended Lease Language — Key Provisions Set forth below is the proposed lease language for the key change of control provisions. This language is intended for inclusion in the assignment and subletting article of the Lease (anticipated to be Article 10) and should be cross-referenced to the Parent Guaranty (Exhibit J to the Lease). A. Definition of "Control" "Control" means the direct or indirect ownership of

X. Interaction with Other Lease Provisions The change of control assignment right does not exist in isolation; it interacts with several other Lease provisions that must be reviewed and coordinated to ensure consistency and completeness. The following discussion addresses the most significant interaction points. A. Expansion Option (Floors 39–40) The Lease grants Tenant an expansion option on Floors 39 and 40 (approx