Contract analysis

I. Introduction and Purpose of This Letter We write to provide you with a mid-negotiation status update on the proposed long-term headquarters lease at Greystone Tower, 787 Seventh Avenue, New York, NY 10019 (the "Building"), between Greystone Metropolitan Realty LLC ("Landlord") and Aurelius Media Holdings Inc. ("Tenant"), a wholly owned subsidiary of Aurelius Global Media Group PLC ("Aurelius PLC" or the "Parent").

II. Summary of Agreed and Substantially Agreed Terms Set forth below is a summary of the key terms that have been agreed or substantially agreed between Tenant and Landlord. Unless otherwise noted, "agreed" means that the relevant lease language has been settled and accepted by both parties' counsel, subject only to conforming edits in the final draft. A. Premises and Term The parties have agreed that the Premises sh

I. Signage. The parties have agreed that Tenant shall have the following signage rights: (i) a listing on the Building lobby directory; (ii) one elevator bank placard designating the Aurelius elevator bank serving Floors 34–38; and (iii) one exterior building-top sign position on the Building's roofline or upper facade, subject to the prior receipt of all applicable governmental approvals, permits, and consents, incl

III. Terms Under Active Negotiation / Open Issues While considerable progress has been made, a number of material terms remain under active discussion. We set forth below the status of each open item, together with the parties' respective positions and our recommendations for next steps. A. Change of Control Assignment Right This provision remains the most significant open negotiation point, and we expect it to be th

IV. Status of SNDA Negotiations with Atlas Continental Bank, N.A. The Building is subject to a first mortgage lien held by Atlas Continental Bank, N.A. (the "Lender"), recorded on January 15, 2019, against the Building and the underlying real property. We understand that the outstanding principal balance of the mortgage is approximately $620,000,000. Negotiations on a Subordination, Non-Disturbance and Attornment Agr

V. Due Diligence Updates A. Environmental. The Phase I Environmental Site Assessment for the Building was completed by Greenfield Environmental Sciences LLC (Dr. Nadine Bertram, P.E., project lead) on June 2, 2023. We are pleased to report that the assessment identified no Recognized Environmental Conditions ("RECs"), no Controlled RECs, and no Historical RECs in connection with the subject property or the Premises f

VI. Broker Matters We note for completeness that Blackmoor Advisory Group LLC (Dennis Rourke, Principal Broker) continues to serve as Tenant's exclusive broker in connection with this transaction. Pursuant to a separate commission agreement between Blackmoor Advisory Group and Landlord, Blackmoor is entitled to a commission equal to 2.25% of aggregate base rent, which amounts to approximately $2,025,000. This commiss

VII. Projected Timeline and Next Steps Based on the current pace of negotiations and the items remaining to be resolved, we propose the following target timeline: We note that the current timeline anticipates lease execution on or around July 13, 2023, which is consistent with the parties' mutual objective of an August 1, 2023 Commencement Date. This timeline assumes continued good-faith engagement by all parties and

VIII. Budget and Fee Status Fees incurred by Calderwood & Harkness through May 31, 2023 are within the estimated range of $475,000 to $575,000 (exclusive of disbursements) communicated to Aurelius in our fee estimate memorandum dated April 7, 2023. We will provide a more detailed budget update, including a breakdown of time by attorney and task category, with our next invoice. We wish to note that if the SNDA negotia

IX. Request for Client Direction In light of the foregoing, we respectfully request the following from Aurelius:

1. June 12 Call — Availability: Please confirm Vivienne Caldwell's availability for the conference call scheduled for the week of June 12, 2023 regarding the change of control assignment provision. We believe that Vivienne's participation would be valuable in advancing this discussion with Landlord's business team.

2. ROFO Subordination — Strategic Guidance: We would appreciate Aurelius's updated views on the ROFO subordination to Kestrel Insurance Holdings Inc., particularly regarding the strategic importance of Floors 30 through 32 for future expansion beyond the dedicated expansion option space on Floors 39 and 40. Understanding Aurelius's long-term space planning objectives will help us calibrate our negotiation strategy on

3. Additional Comments: We invite any additional comments, questions, or concerns that Aurelius may have before we enter the next round of lease negotiations. If there are any changes to the business terms or strategic priorities since our last discussion, please advise so that we can incorporate them into our approach. We remain fully committed to bringing this transaction to a successful close within the projected