1017-00009 · Aurelius Global Media Group · Closing

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EXTRACT OF MINUTES OF A MEETING OF THE BOARD OF DIRECTORS OF AURELIUS GLOBAL MEDIA GROUP PLC

(Incorporated and registered in England and Wales)

Company Number: 04291837

Registered Office: 14 Cavendish Square, London W1G 0DW, United Kingdom

NOTICE: This is an extract of the minutes relating to the US headquarters lease matter only and does not constitute the full minutes of the meeting of the Board of Directors held on May 15, 2023. Matters considered by the Board at the same meeting that are outside the scope of the US headquarters lease agenda item have been omitted from this extract. This extract is provided for the purposes of evidencing the Board's authorisation and approval of the transactions described herein and may be relied upon by counterparties, lenders, and their respective legal counsel in connection therewith.

1. TIME, DATE, AND PLACE OF MEETING

A meeting of the Board of Directors (the "Board") of Aurelius Global Media Group PLC (the "Company") was held on Monday, May 15, 2023, at the registered office of the Company, 14 Cavendish Square, London W1G 0DW, United Kingdom. The meeting was convened at 10:00 a.m. BST pursuant to proper notice given in accordance with Article 11 of the Company's Articles of Association, as adopted and amended from time to time (the "Articles"). Each director present confirmed that he or she had received due notice of the meeting and had consented to the meeting being held at the time and place specified.

2. DIRECTORS PRESENT

The following directors of the Company were present throughout the proceedings relevant to this extract, constituting a quorum in accordance with Article 12.2 of the Articles:

In addition to the above-named directors, certain non-executive directors of the Company were present during the meeting. As their names and participation are not material to the US headquarters lease matter that is the subject of this extract, they have been omitted. For the avoidance of doubt, a quorum of the Board was present at all times during the discussion of and voting on the resolutions set forth in this extract.

Tariq Nassar, General Counsel and Company Secretary, acted as secretary of the meeting for the purposes of this extract and was responsible for the preparation, authentication, and certification of these extracted minutes.

3. IN ATTENDANCE (BY INVITATION)

The following individual attended the meeting by invitation of the Chairman, for the limited purpose of the agenda item relating to the US headquarters lease:

Ms. Caldwell was invited to attend for the purpose of presenting the proposed US headquarters lease transaction to the Board and responding to questions from the directors. Ms. Caldwell was not a director of the Company and did not participate in the vote on the resolutions set forth herein. She was excused from the meeting following the conclusion of the US lease agenda item.

4. RECITALS AND BACKGROUND — PRESENTATION OF THE US HEADQUARTERS LEASE PROPOSAL

4.1 Introduction and Context

The Chairman, Sir Marcus Hale, introduced the agenda item by noting the strategic importance of establishing a premier US headquarters for the Company's North American operations. Sir Marcus reminded the Board that the Company's existing US office presence, comprising approximately 62,000 rentable square feet across two separate locations in lower Manhattan, had become inadequate to support the growth trajectory of the Company's North American media, entertainment, and e-commerce businesses. He further observed that the expiration of the Company's existing leases within the next eighteen months presented a timely opportunity to consolidate operations in a single, best-in-class facility appropriate to the Company's stature as a leading global media group.

The Chairman then invited Vivienne Caldwell, Senior Vice President, Global Real Estate & Facilities, to present to the Board the proposed lease commitment for a new US headquarters.

4.2 Market Search Process

Ms. Caldwell reported on the comprehensive market search process that had been conducted over the preceding nine months. She informed the Board that the Company had retained Blackmoor Advisory Group LLC as its tenant representative broker for the transaction. The engagement was led by Dennis Rourke, Principal Broker and co-founder of Blackmoor Advisory Group, who has over 28 years of experience in commercial office leasing in the New York metropolitan area.

Ms. Caldwell stated that Blackmoor Advisory Group had initially surveyed more than forty Class A office properties in Midtown Manhattan, the Midtown South submarket, and Hudson Yards, applying criteria established by the Company's executive leadership team, including minimum contiguous block size, building quality and certification, transportation accessibility, building amenities, and landlord financial strength. This initial survey was subsequently narrowed to a shortlist of eight buildings, four of which were the subject of formal proposals and detailed financial modelling. Following site visits by senior management, competitive bidding, and two rounds of negotiation, the Company identified Greystone Tower, also known as 787 Seventh Avenue, New York, NY 10019, as the preferred location.

4.3 The Proposed Lease

Ms. Caldwell reported that the Company, acting through its US operating subsidiary Aurelius Media Holdings Inc., a corporation duly organised and existing under the laws of the State of Delaware (Delaware File No. 7318294), proposes to enter into a long-term Agreement of Lease (the "Lease") at Greystone Tower.

The building (the "Building") is owned by Greystone Metropolitan Realty LLC, a Delaware limited liability company (the "Landlord"). Ms. Caldwell described the Building as a Class A, LEED Gold certified, 52-story office tower, comprising approximately 1,450,000 rentable square feet of total rentable area. The Building was completed in 2007, underwent a comprehensive lobby and common area renovation in 2020, and benefits from 24/7 attended security, on-site conference facilities, a tenant fitness centre, and direct connection to the Times Square–42nd Street subway complex. The Building's existing tenant roster includes several major financial institutions, technology firms, and professional services organisations, reflecting the quality and market positioning of the asset.

4.4 Summary of Key Lease Terms

Ms. Caldwell provided the Board with a detailed summary of the material terms of the proposed Lease, which had been the subject of extensive negotiation between the Company's tenant broker, the Company's legal counsel, and the Landlord and its advisors. A summary of these terms is set forth below:

4.4.1 Premises

The premises (the "Premises") consist of approximately 185,000 rentable square feet ("RSF") located across Floors 34, 35, 36, 37, and 38 of the Building, representing approximately 37,000 RSF per floor. The Premises will be measured in accordance with the Building's standard of measurement, which is based on the Real Estate Board of New York (REBNY) method, using a loss factor consistent with the Building's published specifications. The Premises comprise a contiguous five-floor block in the upper-mid-rise section of the Building, offering unobstructed views in all directions and efficient floor plates suitable for the Company's operational requirements.

4.4.2 Intended Use

The Premises will be used for general office, studio and production, and ancillary uses consistent with a global media, entertainment, and e-commerce headquarters. The permitted use clause in the Lease will be broadly drafted to accommodate the full range of the Company's business activities, including but not limited to content production, post-production, digital operations, corporate administration, and executive functions.

4.4.3 Lease Term

The Lease will be for a term of fifteen (15) years (one hundred eighty (180) months).

4.4.4 Commencement Date and Rent Commencement Date

The anticipated Commencement Date of the Lease is August 1, 2023. The Rent Commencement Date, being the date on which the Tenant's obligation to pay base rent commences, is February 1, 2024, providing the Tenant with a rent-free build-out period of approximately six (6) months from the Commencement Date. During the rent-free period, the Tenant will have full access to the Premises for the purposes of constructing its tenant improvements but will not be required to pay base rent. The Tenant will, however, be responsible for its proportionate share of operating expenses during the rent-free period.

4.4.5 Expiration Date

The Expiration Date of the Lease is July 31, 2038, unless sooner terminated or extended in accordance with the terms of the Lease.

4.4.6 Aggregate Deal Value

The aggregate undiscounted value of the Lease over the full fifteen-year term (inclusive of base rent escalations but exclusive of operating expense pass-throughs, tenant improvement allowances, and other adjustments) is approximately $90,000,000 (ninety million US dollars).

4.4.7 Base Rent Schedule

The base rent payable under the Lease shall be as follows:

Ms. Caldwell noted that the negotiated rental rates were competitively positioned relative to comparable Class A transactions in the Midtown Manhattan submarket and represented a discount of approximately 8–12% from the Landlord's initial asking rents.

4.4.8 Operating Expenses

The Lease will provide for a full pass-through of the Tenant's proportionate share of increases in building operating expenses and real estate taxes above the calendar year 2023 base year (the "Base Year"). The Tenant's proportionate share is 12.76%, calculated as the ratio of the Premises rentable area (185,000 RSF) to the total rentable area of the Building (1,450,000 RSF).

The parties have negotiated a controllable expense cap limiting increases in controllable operating expenses (i.e., those operating expenses within the Landlord's reasonable control, excluding real estate taxes, insurance premiums, and utility costs) to a cumulative annual increase of 5% over the Base Year amounts, compounded annually. Ms. Caldwell noted that this cap provides meaningful downside protection against extraordinary cost escalations while remaining within market norms for Class A Midtown leases.

4.4.9 Security Deposit — Letter of Credit

In lieu of a cash security deposit, the Tenant will deliver to the Landlord an irrevocable standby letter of credit (the "Letter of Credit") in the initial amount of $5,180,000, equal to one (1) year of initial base rent. The Letter of Credit will be issued by Caledonian National Bank PLC (London; New York branch), a financial institution acceptable to the Landlord and meeting the Lease's credit rating requirements.

The Letter of Credit will be subject to a burn-down schedule, reducing the required face amount by $1,036,000 at the end of each of the following Lease Years, provided that no Event of Default has occurred and is then continuing:

4.4.10 Tenant Improvement Allowance

The Landlord will provide a Tenant Improvement Allowance (the "TI Allowance") of $85.00 per RSF, totalling $15,725,000 in the aggregate, to be applied toward the design and construction of the Tenant's initial build-out of the Premises. The TI Allowance is to be disbursed in accordance with a construction disbursement schedule to be attached to the Lease as an exhibit, with disbursements made within thirty (30) days of the Landlord's receipt of satisfactory requisition documentation.

In addition, the Tenant will have the option (but not the obligation) to draw upon an excess TI allowance of up to $15.00 per RSF (an additional $2,775,000) (the "Excess TI Allowance"), which will be funded by the Landlord and amortized over the remaining Lease Term at an interest rate of 7.5% per annum, with such amortised amounts payable as additional rent on a monthly basis.

4.4.11 Expansion Option

The Lease will include a right to expand (the "Expansion Option") into Floors 39 and 40 of the Building, comprising approximately 74,000 RSF in the aggregate (approximately 37,000 RSF per floor). The Expansion Option will be exercisable during the period between the 36th month and the 48th month of the Lease Term (i.e., between August 1, 2026 and July 31, 2027). The rental rate for the expansion space will be at Fair Market Rent as determined in accordance with the Lease, subject to a minimum of 95% of the then-current base rent per RSF payable by the Tenant for the initial Premises. The Landlord will provide a separate tenant improvement allowance for the expansion space of $50.00 per RSF ($3,700,000 in the aggregate).

4.4.12 Right of First Offer

The Tenant will have a right of first offer (the "ROFO") with respect to any full floor on Floors 30 through 33 of the Building that becomes available for lease during the Lease Term. Upon the applicable space becoming available, the Landlord will deliver a bona fide offer notice to the Tenant, and the Tenant will have fifteen (15) business days from receipt of such notice to accept or reject the offer. The ROFO is subordinate to the existing rights of Kestrel Insurance Holdings Inc., a current tenant of the Building, which holds prior expansion and first offer rights with respect to certain of the subject floors.

4.4.13 Renewal Options

The Lease will grant the Tenant two (2) consecutive renewal options, each for a term of five (5) years, at Fair Market Rent as determined pursuant to the Lease's fair market rent determination procedures (including, if necessary, a three-broker arbitration mechanism). The Tenant must exercise each renewal option by delivering irrevocable written notice to the Landlord not less than eighteen (18) months prior to the then-current expiration date.

4.4.14 Change of Control Assignment Right

Ms. Caldwell drew the Board's attention to the change of control provisions negotiated in the Lease. Upon a change of control of either Aurelius Media Holdings Inc. or Aurelius Global Media Group PLC (whether by merger, acquisition, sale of all or substantially all assets, or any other transaction resulting in a change of more than 50% of the beneficial ownership or voting control of the relevant entity), the Tenant shall have the right to assign the Lease to the successor entity without the Landlord's consent, provided that the following conditions are satisfied:

(a) the successor entity has a tangible net worth (determined in accordance with US generally accepted accounting principles ("GAAP")) equal to or greater than $3,100,000,000 (three billion one hundred million US dollars), being the Company's tangible net worth as of the date of the Lease (the "Lease Date");

(b) the successor entity assumes in writing all obligations of the Tenant under the Lease;

(c) the Tenant (or successor) provides the Landlord with thirty (30) days' prior written notice of the assignment, together with evidence of the successor entity's financial condition and net worth; and

(d) the Landlord's recapture right is expressly waived with respect to assignments effected pursuant to the change of control provision.

Ms. Caldwell emphasised that the negotiation of the change of control assignment right, including the waiver of the Landlord's recapture right, had been a key commercial objective for the Company and represented a material concession by the Landlord.

4.5 Parent Guaranty Requirement

Ms. Caldwell and Mr. Nassar jointly explained to the Board that, as a condition to the Landlord's willingness to enter into the Lease on the terms described above, the Landlord requires Aurelius Global Media Group PLC, as the ultimate parent company of Aurelius Media Holdings Inc., to execute and deliver a Guaranty of Lease (the "Guaranty") in favor of the Landlord.

The principal terms of the Guaranty were summarised as follows:

(a) Scope of Guaranty: The Guaranty would guarantee all monetary and non-monetary obligations of Aurelius Media Holdings Inc. under the Lease, including but not limited to the payment of base rent, additional rent, and all other amounts payable by the Tenant thereunder.

(b) Liability Cap: The Company's maximum aggregate liability under the Guaranty would be capped at $18,000,000 (eighteen million US dollars), representing approximately two (2) years' average annual base rent over the Lease Term.

(c) Nature of Guaranty: The Guaranty would be an absolute, unconditional, and continuing guaranty of payment and performance, not merely of collection, subject to the aggregate liability cap described above.

(d) Release on Change of Control Assignment: In the event of a change of control assignment as described in Section 4.4.14 above, the successor entity (or its parent) would be required to execute a replacement guaranty on substantially the same terms and conditions, including the same aggregate liability cap. Upon the delivery of such replacement guaranty and the effective assignment of the Lease, Aurelius Global Media Group PLC would be released prospectively from all further obligations under the original Guaranty, provided that the Company would remain liable for any obligations accruing prior to the effective date of the release.

Mr. Nassar confirmed that the form of the Guaranty is currently being reviewed and negotiated by Calderwood & Harkness LLP, the Company's legal counsel, and that the final form would be consistent with market practice for parent company guaranties in institutional-quality Manhattan office lease transactions.

4.6 Legal Representation

The Board noted and confirmed the engagement of Calderwood & Harkness LLP, with offices at 425 Park Avenue, 18th Floor, New York, NY 10022, as the Company's legal counsel for the Lease transaction. The engagement is maintained under Matter Number 1017-00009 and is led by the following attorneys:

• Douglas Fairchild — Responsible Partner, Real Estate Department

• Angela Fontaine — Billing Partner, Real Estate Department

Estimated legal fees for the transaction are in the range of $475,000 to $575,000, exclusive of disbursements (including title search and due diligence costs, recording fees, and courier charges). Mr. Nassar noted that the engagement letter provides for billing on an hourly basis, with monthly invoicing, and that the fee estimate is subject to adjustment depending on the complexity and duration of remaining negotiations.

The Board was further informed that the Landlord is represented by Pemberton Locke & Strauss LLP, with the engagement led by Diane Ashford, Partner.

4.7 Financial Considerations

The Chief Financial Officer, Eleanora Voss, presented the Board with a financial analysis supporting the proposed Lease commitment. Ms. Voss noted the following key financial metrics:

(a) The Company's annual revenue for the fiscal year ended December 31, 2022 ("FY2022") was £4.87 billion (approximately $6.05 billion at then-prevailing exchange rates).

(b) The Company's market capitalisation as of April 30, 2023 was approximately $11.2 billion.

(c) The Company's tangible net worth as of the most recently completed fiscal quarter was approximately $3.1 billion (determined in accordance with GAAP and consistent with the threshold specified in the change of control provision of the Lease).

(d) The aggregate undiscounted lease obligation of approximately $90,000,000 over the fifteen-year Lease Term represents less than 1.5% of FY2022 annual revenue on an annualised basis and was assessed by management as well within the Company's financial capacity.

(e) The parent guaranty cap of $18,000,000 represents less than 0.3% of FY2022 annual revenue and less than 0.6% of the Company's tangible net worth.

(f) The Company has reviewed its existing credit facilities and covenants and has determined that the entry into the Lease, the Guaranty, and the Letter of Credit would not result in any breach or default under the Company's existing credit agreements or bond indentures.

Ms. Voss further discussed the Letter of Credit of $5,180,000 to be issued by Caledonian National Bank PLC. She confirmed that the Company maintains a well-established banking relationship with Caledonian National Bank and that the issuance of the Letter of Credit had been pre-approved in principle by the bank's New York branch, subject to execution of standard LC documentation. The burn-down provisions described in Section 4.4.9 above would progressively reduce the Company's exposure over the Lease Term and were consistent with the Company's objective of minimising committed capital in respect of the Lease security.

The Board discussed Ms. Voss's analysis and questioned her regarding projected operating expense escalations, foreign exchange exposure, and the impact of the Lease commitment on the Company's consolidated balance sheet under IFRS 16 (Leases). Ms. Voss confirmed that the right-of-use asset and corresponding lease liability would be recognised on the consolidated balance sheet in accordance with IFRS 16 and that the impact had been factored into the Company's forward-looking financial planning and covenant compliance projections.

4.8 Subordination, Non-Disturbance and Attornment Agreement (SNDA)

The Board was informed that the Building is currently subject to a first mortgage lien held by Atlas Continental Bank, N.A. (the "Mortgagee"). The mortgage was recorded on January 15, 2019, and the outstanding principal balance thereunder is approximately $620,000,000.

Mr. Nassar explained that, as a condition to the Commencement Date of the Lease, the Company has negotiated the right to receive a Subordination, Non-Disturbance and Attornment Agreement (the "SNDA") from Atlas Continental Bank, N.A. The purpose of the SNDA is to protect the Company's leasehold interest in the Premises in the event of a foreclosure or other exercise of remedies by the Mortgagee. The SNDA would provide, among other things, that so long as the Tenant is not in default under the Lease beyond any applicable notice and cure periods, the Mortgagee (or any purchaser at a foreclosure sale) would recognise and not disturb the Tenant's possessory and other rights under the Lease, and the Tenant would attorn to the Mortgagee or such purchaser as the successor landlord.

Mr. Nassar confirmed that Calderwood & Harkness LLP is in communication with Atlas Continental Bank's counsel regarding the form of SNDA, and that execution and delivery of the SNDA on terms acceptable to the Company is a condition precedent to the Commencement Date under the Lease.

5. DISCUSSION

Following Ms. Caldwell's and Ms. Voss's presentations, the Board engaged in a thorough discussion of the proposed Lease, the Guaranty, and the associated transactions. The directors considered the strategic rationale for consolidating the Company's North American operations in a single premier location, the financial terms of the Lease in the context of the Company's overall financial position and growth strategy, the risks associated with a fifteen-year lease commitment, and the adequacy of the protections negotiated on behalf of the Company, including the change of control assignment right, the Landlord's recapture right waiver, the expansion options, and the SNDA requirement.

The directors asked a number of questions of Ms. Caldwell and Ms. Voss regarding market comparables, subletting provisions, casualty and condemnation protections, and the timeline for construction of tenant improvements. Ms. Caldwell addressed each question satisfactorily. The Chairman noted the Board's confidence in the management team's negotiation of the transaction and the quality of the legal advice provided by Calderwood & Harkness LLP.

Having fully considered the presentations, the financial analysis, and the terms of the proposed Lease and Guaranty, the Board proceeded to the adoption of the following resolutions.

6. RESOLUTIONS

Resolution 1 — Approval of the US Lease Commitment

After due consideration, on a motion duly made, seconded, and unanimously carried, it was:

RESOLVED that the proposed lease (the "Agreement of Lease") of approximately 185,000 rentable square feet on Floors 34, 35, 36, 37, and 38 at Greystone Tower, also known as 787 Seventh Avenue, New York, NY 10019, between Greystone Metropolitan Realty LLC, a Delaware limited liability company (as Landlord), and Aurelius Media Holdings Inc., a Delaware corporation (as Tenant), on the material terms summarised in Section 4.4 of these minutes and as more fully described in the draft Agreement of Lease circulated to the Board in advance of this meeting (a copy of which has been initialled by the Chairman for the purpose of identification and is filed with these minutes), be and is hereby approved.

Resolution 2 — Approval of the Guaranty of Lease

RESOLVED that Aurelius Global Media Group PLC execute and deliver a Guaranty of Lease (the "Guaranty") in favor of Greystone Metropolitan Realty LLC, guaranteeing all monetary and non-monetary obligations of Aurelius Media Holdings Inc. under the Agreement of Lease, subject to a maximum aggregate liability cap of $18,000,000 (eighteen million US dollars), substantially in the form to be finalised by the Company's legal counsel, Calderwood & Harkness LLP, and that the Board notes and approves the release mechanism described in Section 4.5 of these minutes in connection with any change of control assignment.

Resolution 3 — Authorization of the Letter of Credit

RESOLVED that the Company authorise and direct Aurelius Media Holdings Inc. to arrange for the issuance of an irrevocable standby letter of credit (the "Letter of Credit") by Caledonian National Bank PLC (London; New York branch) in the initial face amount of $5,180,000 (five million one hundred eighty thousand US dollars) in favor of Greystone Metropolitan Realty LLC, as Landlord under the Agreement of Lease, with burn-down provisions reducing the face amount by $1,036,000 at the end of each of Lease Years 5, 7, 9, 11, and 13 as described in Section 4.4.9 of these minutes, and that the officers of the Company be authorised to execute and deliver all applications, reimbursement agreements, and other documentation required by Caledonian National Bank PLC in connection with the issuance and maintenance of the Letter of Credit.

Resolution 4 — Authorization of Authorised Signatories

RESOLVED that any two (2) directors of the Company, acting jointly, be and are hereby authorised to execute the Guaranty of Lease and any related documents, instruments, or certificates on behalf of Aurelius Global Media Group PLC, and to affix or procure the affixation of the Company's common seal thereto (if required), with such amendments, modifications, or supplements as the executing directors may approve, the execution thereof to be conclusive evidence of such approval.

FURTHER RESOLVED that Tariq Nassar, General Counsel and Company Secretary, and Vivienne Caldwell, Senior Vice President, Global Real Estate & Facilities, be and are each hereby individually authorised to take all steps, execute all instruments, and do all things necessary or desirable to give effect to the foregoing resolutions, including without limitation:

(a) the negotiation, finalisation, and delivery of the Guaranty of Lease in its final form;

(b) the arrangement and delivery of the Letter of Credit and the negotiation and execution of all related banking documentation;

(c) the execution and delivery of any officer's certificates, estoppel certificates, consents, notices, or other ancillary documents required in connection with the Agreement of Lease;

(d) the coordination with Calderwood & Harkness LLP regarding the negotiation and finalisation of the SNDA with Atlas Continental Bank, N.A.;

(e) the engagement of architects, engineers, construction managers, and other professionals in connection with the design and build-out of the Premises; and

(f) the taking of all other actions and the execution and delivery of all other instruments and documents as may be necessary, appropriate, or advisable to consummate the transactions contemplated by the foregoing resolutions.

Resolution 5 — Authorization of Aurelius Media Holdings Inc. Actions

RESOLVED that the Board of Directors of Aurelius Media Holdings Inc. (Delaware File No. 7318294) be and is hereby directed to authorise the execution and delivery, by duly authorised officers of Aurelius Media Holdings Inc., of the Agreement of Lease, all exhibits, schedules, and annexes thereto, the Tenant Officer's Certificate required by the Landlord, and all related ancillary documents, and to designate appropriate authorised signatories of Aurelius Media Holdings Inc. for such purpose, with such terms and conditions as are consistent with the material terms approved by this Board.

Resolution 6 — Ratification

RESOLVED that all actions heretofore taken by any officer, director, employee, agent, or authorised representative of the Company or of Aurelius Media Holdings Inc. in connection with the negotiation, preparation, and advancement of the matters contemplated by the foregoing resolutions, including without limitation all communications with the Landlord and its advisors, the engagement of Blackmoor Advisory Group LLC as tenant broker, the engagement of Calderwood & Harkness LLP as legal counsel, and the preliminary discussions with Caledonian National Bank PLC regarding the Letter of Credit, be and are hereby ratified, confirmed, and approved in all respects.

There being no further business relating to the US headquarters lease matter, the agenda item was concluded and Ms. Caldwell withdrew from the meeting.

The remaining proceedings of the Board meeting, which relate to matters outside the scope of this extract, have been omitted.

7. CERTIFICATION AND AUTHENTICATION

I, the undersigned, being the duly appointed General Counsel and Company Secretary of Aurelius Global Media Group PLC (Company Number 04291837), do hereby certify that:

1. The foregoing is a true and correct extract from the minutes of the meeting of the Board of Directors of Aurelius Global Media Group PLC held on May 15, 2023, at 14 Cavendish Square, London W1G 0DW, United Kingdom.

2. The resolutions set forth herein were duly adopted by the Board of Directors at such meeting, at which a quorum was present and acting throughout, and such resolutions have not been amended, modified, rescinded, or revoked and remain in full force and effect as of the date hereof.

3. The extract has been prepared for the purpose of evidencing the Board's authorisation and approval of the transactions described herein and may be delivered to and relied upon by Greystone Metropolitan Realty LLC, Atlas Continental Bank, N.A., Caledonian National Bank PLC, Calderwood & Harkness LLP, Pemberton Locke & Strauss LLP, and any other party having a legitimate interest in the matters described herein.

4. I am duly authorised to execute and deliver this certification on behalf of the Company.

IN WITNESS WHEREOF, I have hereunto set my hand and caused the seal of the Company to be affixed as of the date written below.

AURELIUS GLOBAL MEDIA GROUP PLC Company Number: 04291837

By: ________

Name: Tariq Nassar

Title: General Counsel and Company Secretary

Date: ________

[Company Seal / Stamp]

Aurelius Global Media Group PLC Company Number: 04291837 Registered Office: 14 Cavendish Square, London W1G 0DW, United Kingdom

Name	Role
Sir Marcus Hale, CBE	Chairman and Chief Executive Officer (presiding)
Eleanora Voss	Chief Financial Officer
Tariq Nassar	General Counsel and Company Secretary
Name	Role
Vivienne Caldwell	Senior Vice President, Global Real Estate & Facilities
Lease Period	Rate per RSF per Annum	Annual Base Rent	Monthly Base Rent
Years 1–5 (months 1–60)	$28.00	$5,180,000	$431,666.67
Years 6–10 (months 61–120)	$33.00	$6,105,000	$508,750.00
Years 11–15 (months 121–180)	$38.00	$7,030,000	$585,833.33
Reduction Event	Reduction Amount	Remaining LC Amount
End of Lease Year 5	$1,036,000	$4,144,000
End of Lease Year 7	$1,036,000	$3,108,000
End of Lease Year 9	$1,036,000	$2,072,000
End of Lease Year 11	$1,036,000	$1,036,000
End of Lease Year 13	$1,036,000	$0

EXTRACT OF MINUTES OF A MEETING OF THE BOARD OF DIRECTORS OF AURELIUS GLOBAL MEDIA GROUP PLC
(Incorporated and registered in England and Wales)
Company Number: 04291837
Registered Office: 14 Cavendish Square, London W1G 0DW, United Kingdom
NOTICE: This is an extract of the minutes relating to the US headquarters lease matter only and does not constitute the full minutes of the meeting of the Board of Directors held on May 15, 2023. Matters considered by the Board at the same meeting that are outside the scope of the US headquarters lease agenda item have been omitted from this extract. This extract is provided for the purposes of evidencing the Board's authorisation and approval of the transactions described herein and may be relied upon by counterparties, lenders, and their respective legal counsel in connection therewith.
1. TIME, DATE, AND PLACE OF MEETING
A meeting of the Board of Directors (the "Board") of Aurelius Global Media Group PLC (the "Company") was held on Monday, May 15, 2023, at the registered office of the Company, 14 Cavendish Square, London W1G 0DW, United Kingdom. The meeting was convened at 10:00 a.m. BST pursuant to proper notice given in accordance with Article 11 of the Company's Articles of Association, as adopted and amended from time to time (the "Articles"). Each director present confirmed that he or she had received due notice of the meeting and had consented to the meeting being held at the time and place specified.
2. DIRECTORS PRESENT
The following directors of the Company were present throughout the proceedings relevant to this extract, constituting a quorum in accordance with Article 12.2 of the Articles:
In addition to the above-named directors, certain non-executive directors of the Company were present during the meeting. As their names and participation are not material to the US headquarters lease matter that is the subject of this extract, they have been omitted. For the avoidance of doubt, a quorum of the Board was present at all times during the discussion of and voting on the resolutions set forth in this extract.
Tariq Nassar, General Counsel and Company Secretary, acted as secretary of the meeting for the purposes of this extract and was responsible for the preparation, authentication, and certification of these extracted minutes.
3. IN ATTENDANCE (BY INVITATION)
The following individual attended the meeting by invitation of the Chairman, for the limited purpose of the agenda item relating to the US headquarters lease:
Ms. Caldwell was invited to attend for the purpose of presenting the proposed US headquarters lease transaction to the Board and responding to questions from the directors. Ms. Caldwell was not a director of the Company and did not participate in the vote on the resolutions set forth herein. She was excused from the meeting following the conclusion of the US lease agenda item.
4. RECITALS AND BACKGROUND — PRESENTATION OF THE US HEADQUARTERS LEASE PROPOSAL
4.1 Introduction and Context
The Chairman, Sir Marcus Hale, introduced the agenda item by noting the strategic importance of establishing a premier US headquarters for the Company's North American operations. Sir Marcus reminded the Board that the Company's existing US office presence, comprising approximately 62,000 rentable square feet across two separate locations in lower Manhattan, had become inadequate to support the growth trajectory of the Company's North American media, entertainment, and e-commerce businesses. He further observed that the expiration of the Company's existing leases within the next eighteen months presented a timely opportunity to consolidate operations in a single, best-in-class facility appropriate to the Company's stature as a leading global media group.
The Chairman then invited Vivienne Caldwell, Senior Vice President, Global Real Estate & Facilities, to present to the Board the proposed lease commitment for a new US headquarters.
4.2 Market Search Process
Ms. Caldwell reported on the comprehensive market search process that had been conducted over the preceding nine months. She informed the Board that the Company had retained Blackmoor Advisory Group LLC as its tenant representative broker for the transaction. The engagement was led by Dennis Rourke, Principal Broker and co-founder of Blackmoor Advisory Group, who has over 28 years of experience in commercial office leasing in the New York metropolitan area.
Ms. Caldwell stated that Blackmoor Advisory Group had initially surveyed more than forty Class A office properties in Midtown Manhattan, the Midtown South submarket, and Hudson Yards, applying criteria established by the Company's executive leadership team, including minimum contiguous block size, building quality and certification, transportation accessibility, building amenities, and landlord financial strength. This initial survey was subsequently narrowed to a shortlist of eight buildings, four of which were the subject of formal proposals and detailed financial modelling. Following site visits by senior management, competitive bidding, and two rounds of negotiation, the Company identified Greystone Tower, also known as 787 Seventh Avenue, New York, NY 10019, as the preferred location.
4.3 The Proposed Lease
Ms. Caldwell reported that the Company, acting through its US operating subsidiary Aurelius Media Holdings Inc., a corporation duly organised and existing under the laws of the State of Delaware (Delaware File No. 7318294), proposes to enter into a long-term Agreement of Lease (the "Lease") at Greystone Tower.
The building (the "Building") is owned by Greystone Metropolitan Realty LLC, a Delaware limited liability company (the "Landlord"). Ms. Caldwell described the Building as a Class A, LEED Gold certified, 52-story office tower, comprising approximately 1,450,000 rentable square feet of total rentable area. The Building was completed in 2007, underwent a comprehensive lobby and common area renovation in 2020, and benefits from 24/7 attended security, on-site conference facilities, a tenant fitness centre, and direct connection to the Times Square–42nd Street subway complex. The Building's existing tenant roster includes several major financial institutions, technology firms, and professional services organisations, reflecting the quality and market positioning of the asset.
4.4 Summary of Key Lease Terms
Ms. Caldwell provided the Board with a detailed summary of the material terms of the proposed Lease, which had been the subject of extensive negotiation between the Company's tenant broker, the Company's legal counsel, and the Landlord and its advisors. A summary of these terms is set forth below:
4.4.1 Premises
The premises (the "Premises") consist of approximately 185,000 rentable square feet ("RSF") located across Floors 34, 35, 36, 37, and 38 of the Building, representing approximately 37,000 RSF per floor. The Premises will be measured in accordance with the Building's standard of measurement, which is based on the Real Estate Board of New York (REBNY) method, using a loss factor consistent with the Building's published specifications. The Premises comprise a contiguous five-floor block in the upper-mid-rise section of the Building, offering unobstructed views in all directions and efficient floor plates suitable for the Company's operational requirements.
4.4.2 Intended Use
The Premises will be used for general office, studio and production, and ancillary uses consistent with a global media, entertainment, and e-commerce headquarters. The permitted use clause in the Lease will be broadly drafted to accommodate the full range of the Company's business activities, including but not limited to content production, post-production, digital operations, corporate administration, and executive functions.
4.4.3 Lease Term
The Lease will be for a term of fifteen (15) years (one hundred eighty (180) months).
4.4.4 Commencement Date and Rent Commencement Date
The anticipated Commencement Date of the Lease is August 1, 2023. The Rent Commencement Date, being the date on which the Tenant's obligation to pay base rent commences, is February 1, 2024, providing the Tenant with a rent-free build-out period of approximately six (6) months from the Commencement Date. During the rent-free period, the Tenant will have full access to the Premises for the purposes of constructing its tenant improvements but will not be required to pay base rent. The Tenant will, however, be responsible for its proportionate share of operating expenses during the rent-free period.
4.4.5 Expiration Date
The Expiration Date of the Lease is July 31, 2038, unless sooner terminated or extended in accordance with the terms of the Lease.
4.4.6 Aggregate Deal Value
The aggregate undiscounted value of the Lease over the full fifteen-year term (inclusive of base rent escalations but exclusive of operating expense pass-throughs, tenant improvement allowances, and other adjustments) is approximately $90,000,000 (ninety million US dollars).
4.4.7 Base Rent Schedule
The base rent payable under the Lease shall be as follows:
Ms. Caldwell noted that the negotiated rental rates were competitively positioned relative to comparable Class A transactions in the Midtown Manhattan submarket and represented a discount of approximately 8–12% from the Landlord's initial asking rents.
4.4.8 Operating Expenses
The Lease will provide for a full pass-through of the Tenant's proportionate share of increases in building operating expenses and real estate taxes above the calendar year 2023 base year (the "Base Year"). The Tenant's proportionate share is 12.76%, calculated as the ratio of the Premises rentable area (185,000 RSF) to the total rentable area of the Building (1,450,000 RSF).
The parties have negotiated a controllable expense cap limiting increases in controllable operating expenses (i.e., those operating expenses within the Landlord's reasonable control, excluding real estate taxes, insurance premiums, and utility costs) to a cumulative annual increase of 5% over the Base Year amounts, compounded annually. Ms. Caldwell noted that this cap provides meaningful downside protection against extraordinary cost escalations while remaining within market norms for Class A Midtown leases.
4.4.9 Security Deposit — Letter of Credit
In lieu of a cash security deposit, the Tenant will deliver to the Landlord an irrevocable standby letter of credit (the "Letter of Credit") in the initial amount of $5,180,000, equal to one (1) year of initial base rent. The Letter of Credit will be issued by Caledonian National Bank PLC (London; New York branch), a financial institution acceptable to the Landlord and meeting the Lease's credit rating requirements.
The Letter of Credit will be subject to a burn-down schedule, reducing the required face amount by $1,036,000 at the end of each of the following Lease Years, provided that no Event of Default has occurred and is then continuing:
4.4.10 Tenant Improvement Allowance
The Landlord will provide a Tenant Improvement Allowance (the "TI Allowance") of $85.00 per RSF, totalling $15,725,000 in the aggregate, to be applied toward the design and construction of the Tenant's initial build-out of the Premises. The TI Allowance is to be disbursed in accordance with a construction disbursement schedule to be attached to the Lease as an exhibit, with disbursements made within thirty (30) days of the Landlord's receipt of satisfactory requisition documentation.
In addition, the Tenant will have the option (but not the obligation) to draw upon an excess TI allowance of up to $15.00 per RSF (an additional $2,775,000) (the "Excess TI Allowance"), which will be funded by the Landlord and amortized over the remaining Lease Term at an interest rate of 7.5% per annum, with such amortised amounts payable as additional rent on a monthly basis.
4.4.11 Expansion Option
The Lease will include a right to expand (the "Expansion Option") into Floors 39 and 40 of the Building, comprising approximately 74,000 RSF in the aggregate (approximately 37,000 RSF per floor). The Expansion Option will be exercisable during the period between the 36th month and the 48th month of the Lease Term (i.e., between August 1, 2026 and July 31, 2027). The rental rate for the expansion space will be at Fair Market Rent as determined in accordance with the Lease, subject to a minimum of 95% of the then-current base rent per RSF payable by the Tenant for the initial Premises. The Landlord will provide a separate tenant improvement allowance for the expansion space of $50.00 per RSF ($3,700,000 in the aggregate).
4.4.12 Right of First Offer
The Tenant will have a right of first offer (the "ROFO") with respect to any full floor on Floors 30 through 33 of the Building that becomes available for lease during the Lease Term. Upon the applicable space becoming available, the Landlord will deliver a bona fide offer notice to the Tenant, and the Tenant will have fifteen (15) business days from receipt of such notice to accept or reject the offer. The ROFO is subordinate to the existing rights of Kestrel Insurance Holdings Inc., a current tenant of the Building, which holds prior expansion and first offer rights with respect to certain of the subject floors.
4.4.13 Renewal Options
The Lease will grant the Tenant two (2) consecutive renewal options, each for a term of five (5) years, at Fair Market Rent as determined pursuant to the Lease's fair market rent determination procedures (including, if necessary, a three-broker arbitration mechanism). The Tenant must exercise each renewal option by delivering irrevocable written notice to the Landlord not less than eighteen (18) months prior to the then-current expiration date.
4.4.14 Change of Control Assignment Right
Ms. Caldwell drew the Board's attention to the change of control provisions negotiated in the Lease. Upon a change of control of either Aurelius Media Holdings Inc. or Aurelius Global Media Group PLC (whether by merger, acquisition, sale of all or substantially all assets, or any other transaction resulting in a change of more than 50% of the beneficial ownership or voting control of the relevant entity), the Tenant shall have the right to assign the Lease to the successor entity without the Landlord's consent, provided that the following conditions are satisfied:
(a) the successor entity has a tangible net worth (determined in accordance with US generally accepted accounting principles ("GAAP")) equal to or greater than $3,100,000,000 (three billion one hundred million US dollars), being the Company's tangible net worth as of the date of the Lease (the "Lease Date");
(b) the successor entity assumes in writing all obligations of the Tenant under the Lease;
(c) the Tenant (or successor) provides the Landlord with thirty (30) days' prior written notice of the assignment, together with evidence of the successor entity's financial condition and net worth; and
(d) the Landlord's recapture right is expressly waived with respect to assignments effected pursuant to the change of control provision.
Ms. Caldwell emphasised that the negotiation of the change of control assignment right, including the waiver of the Landlord's recapture right, had been a key commercial objective for the Company and represented a material concession by the Landlord.
4.5 Parent Guaranty Requirement
Ms. Caldwell and Mr. Nassar jointly explained to the Board that, as a condition to the Landlord's willingness to enter into the Lease on the terms described above, the Landlord requires Aurelius Global Media Group PLC, as the ultimate parent company of Aurelius Media Holdings Inc., to execute and deliver a Guaranty of Lease (the "Guaranty") in favor of the Landlord.
The principal terms of the Guaranty were summarised as follows:
(a) Scope of Guaranty: The Guaranty would guarantee all monetary and non-monetary obligations of Aurelius Media Holdings Inc. under the Lease, including but not limited to the payment of base rent, additional rent, and all other amounts payable by the Tenant thereunder.
(b) Liability Cap: The Company's maximum aggregate liability under the Guaranty would be capped at $18,000,000 (eighteen million US dollars), representing approximately two (2) years' average annual base rent over the Lease Term.
(c) Nature of Guaranty: The Guaranty would be an absolute, unconditional, and continuing guaranty of payment and performance, not merely of collection, subject to the aggregate liability cap described above.
(d) Release on Change of Control Assignment: In the event of a change of control assignment as described in Section 4.4.14 above, the successor entity (or its parent) would be required to execute a replacement guaranty on substantially the same terms and conditions, including the same aggregate liability cap. Upon the delivery of such replacement guaranty and the effective assignment of the Lease, Aurelius Global Media Group PLC would be released prospectively from all further obligations under the original Guaranty, provided that the Company would remain liable for any obligations accruing prior to the effective date of the release.
Mr. Nassar confirmed that the form of the Guaranty is currently being reviewed and negotiated by Calderwood & Harkness LLP, the Company's legal counsel, and that the final form would be consistent with market practice for parent company guaranties in institutional-quality Manhattan office lease transactions.
4.6 Legal Representation
The Board noted and confirmed the engagement of Calderwood & Harkness LLP, with offices at 425 Park Avenue, 18th Floor, New York, NY 10022, as the Company's legal counsel for the Lease transaction. The engagement is maintained under Matter Number 1017-00009 and is led by the following attorneys:
•  Douglas Fairchild — Responsible Partner, Real Estate Department
•  Angela Fontaine — Billing Partner, Real Estate Department
Estimated legal fees for the transaction are in the range of $475,000 to $575,000, exclusive of disbursements (including title search and due diligence costs, recording fees, and courier charges). Mr. Nassar noted that the engagement letter provides for billing on an hourly basis, with monthly invoicing, and that the fee estimate is subject to adjustment depending on the complexity and duration of remaining negotiations.
The Board was further informed that the Landlord is represented by Pemberton Locke & Strauss LLP, with the engagement led by Diane Ashford, Partner.
4.7 Financial Considerations
The Chief Financial Officer, Eleanora Voss, presented the Board with a financial analysis supporting the proposed Lease commitment. Ms. Voss noted the following key financial metrics:
(a) The Company's annual revenue for the fiscal year ended December 31, 2022 ("FY2022") was £4.87 billion (approximately $6.05 billion at then-prevailing exchange rates).
(b) The Company's market capitalisation as of April 30, 2023 was approximately $11.2 billion.
(c) The Company's tangible net worth as of the most recently completed fiscal quarter was approximately $3.1 billion (determined in accordance with GAAP and consistent with the threshold specified in the change of control provision of the Lease).
(d) The aggregate undiscounted lease obligation of approximately $90,000,000 over the fifteen-year Lease Term represents less than 1.5% of FY2022 annual revenue on an annualised basis and was assessed by management as well within the Company's financial capacity.
(e) The parent guaranty cap of $18,000,000 represents less than 0.3% of FY2022 annual revenue and less than 0.6% of the Company's tangible net worth.
(f) The Company has reviewed its existing credit facilities and covenants and has determined that the entry into the Lease, the Guaranty, and the Letter of Credit would not result in any breach or default under the Company's existing credit agreements or bond indentures.
Ms. Voss further discussed the Letter of Credit of $5,180,000 to be issued by Caledonian National Bank PLC. She confirmed that the Company maintains a well-established banking relationship with Caledonian National Bank and that the issuance of the Letter of Credit had been pre-approved in principle by the bank's New York branch, subject to execution of standard LC documentation. The burn-down provisions described in Section 4.4.9 above would progressively reduce the Company's exposure over the Lease Term and were consistent with the Company's objective of minimising committed capital in respect of the Lease security.
The Board discussed Ms. Voss's analysis and questioned her regarding projected operating expense escalations, foreign exchange exposure, and the impact of the Lease commitment on the Company's consolidated balance sheet under IFRS 16 (Leases). Ms. Voss confirmed that the right-of-use asset and corresponding lease liability would be recognised on the consolidated balance sheet in accordance with IFRS 16 and that the impact had been factored into the Company's forward-looking financial planning and covenant compliance projections.
4.8 Subordination, Non-Disturbance and Attornment Agreement (SNDA)
The Board was informed that the Building is currently subject to a first mortgage lien held by Atlas Continental Bank, N.A. (the "Mortgagee"). The mortgage was recorded on January 15, 2019, and the outstanding principal balance thereunder is approximately $620,000,000.
Mr. Nassar explained that, as a condition to the Commencement Date of the Lease, the Company has negotiated the right to receive a Subordination, Non-Disturbance and Attornment Agreement (the "SNDA") from Atlas Continental Bank, N.A. The purpose of the SNDA is to protect the Company's leasehold interest in the Premises in the event of a foreclosure or other exercise of remedies by the Mortgagee. The SNDA would provide, among other things, that so long as the Tenant is not in default under the Lease beyond any applicable notice and cure periods, the Mortgagee (or any purchaser at a foreclosure sale) would recognise and not disturb the Tenant's possessory and other rights under the Lease, and the Tenant would attorn to the Mortgagee or such purchaser as the successor landlord.
Mr. Nassar confirmed that Calderwood & Harkness LLP is in communication with Atlas Continental Bank's counsel regarding the form of SNDA, and that execution and delivery of the SNDA on terms acceptable to the Company is a condition precedent to the Commencement Date under the Lease.
5. DISCUSSION
Following Ms. Caldwell's and Ms. Voss's presentations, the Board engaged in a thorough discussion of the proposed Lease, the Guaranty, and the associated transactions. The directors considered the strategic rationale for consolidating the Company's North American operations in a single premier location, the financial terms of the Lease in the context of the Company's overall financial position and growth strategy, the risks associated with a fifteen-year lease commitment, and the adequacy of the protections negotiated on behalf of the Company, including the change of control assignment right, the Landlord's recapture right waiver, the expansion options, and the SNDA requirement.
The directors asked a number of questions of Ms. Caldwell and Ms. Voss regarding market comparables, subletting provisions, casualty and condemnation protections, and the timeline for construction of tenant improvements. Ms. Caldwell addressed each question satisfactorily. The Chairman noted the Board's confidence in the management team's negotiation of the transaction and the quality of the legal advice provided by Calderwood & Harkness LLP.
Having fully considered the presentations, the financial analysis, and the terms of the proposed Lease and Guaranty, the Board proceeded to the adoption of the following resolutions.
6. RESOLUTIONS
Resolution 1 — Approval of the US Lease Commitment
After due consideration, on a motion duly made, seconded, and unanimously carried, it was:
RESOLVED that the proposed lease (the "Agreement of Lease") of approximately 185,000 rentable square feet on Floors 34, 35, 36, 37, and 38 at Greystone Tower, also known as 787 Seventh Avenue, New York, NY 10019, between Greystone Metropolitan Realty LLC, a Delaware limited liability company (as Landlord), and Aurelius Media Holdings Inc., a Delaware corporation (as Tenant), on the material terms summarised in Section 4.4 of these minutes and as more fully described in the draft Agreement of Lease circulated to the Board in advance of this meeting (a copy of which has been initialled by the Chairman for the purpose of identification and is filed with these minutes), be and is hereby approved.
Resolution 2 — Approval of the Guaranty of Lease
RESOLVED that Aurelius Global Media Group PLC execute and deliver a Guaranty of Lease (the "Guaranty") in favor of Greystone Metropolitan Realty LLC, guaranteeing all monetary and non-monetary obligations of Aurelius Media Holdings Inc. under the Agreement of Lease, subject to a maximum aggregate liability cap of $18,000,000 (eighteen million US dollars), substantially in the form to be finalised by the Company's legal counsel, Calderwood & Harkness LLP, and that the Board notes and approves the release mechanism described in Section 4.5 of these minutes in connection with any change of control assignment.
Resolution 3 — Authorization of the Letter of Credit
RESOLVED that the Company authorise and direct Aurelius Media Holdings Inc. to arrange for the issuance of an irrevocable standby letter of credit (the "Letter of Credit") by Caledonian National Bank PLC (London; New York branch) in the initial face amount of $5,180,000 (five million one hundred eighty thousand US dollars) in favor of Greystone Metropolitan Realty LLC, as Landlord under the Agreement of Lease, with burn-down provisions reducing the face amount by $1,036,000 at the end of each of Lease Years 5, 7, 9, 11, and 13 as described in Section 4.4.9 of these minutes, and that the officers of the Company be authorised to execute and deliver all applications, reimbursement agreements, and other documentation required by Caledonian National Bank PLC in connection with the issuance and maintenance of the Letter of Credit.
Resolution 4 — Authorization of Authorised Signatories
RESOLVED that any two (2) directors of the Company, acting jointly, be and are hereby authorised to execute the Guaranty of Lease and any related documents, instruments, or certificates on behalf of Aurelius Global Media Group PLC, and to affix or procure the affixation of the Company's common seal thereto (if required), with such amendments, modifications, or supplements as the executing directors may approve, the execution thereof to be conclusive evidence of such approval.
FURTHER RESOLVED that Tariq Nassar, General Counsel and Company Secretary, and Vivienne Caldwell, Senior Vice President, Global Real Estate & Facilities, be and are each hereby individually authorised to take all steps, execute all instruments, and do all things necessary or desirable to give effect to the foregoing resolutions, including without limitation:
(a) the negotiation, finalisation, and delivery of the Guaranty of Lease in its final form;
(b) the arrangement and delivery of the Letter of Credit and the negotiation and execution of all related banking documentation;
(c) the execution and delivery of any officer's certificates, estoppel certificates, consents, notices, or other ancillary documents required in connection with the Agreement of Lease;
(d) the coordination with Calderwood & Harkness LLP regarding the negotiation and finalisation of the SNDA with Atlas Continental Bank, N.A.;
(e) the engagement of architects, engineers, construction managers, and other professionals in connection with the design and build-out of the Premises; and
(f) the taking of all other actions and the execution and delivery of all other instruments and documents as may be necessary, appropriate, or advisable to consummate the transactions contemplated by the foregoing resolutions.
Resolution 5 — Authorization of Aurelius Media Holdings Inc. Actions
RESOLVED that the Board of Directors of Aurelius Media Holdings Inc. (Delaware File No. 7318294) be and is hereby directed to authorise the execution and delivery, by duly authorised officers of Aurelius Media Holdings Inc., of the Agreement of Lease, all exhibits, schedules, and annexes thereto, the Tenant Officer's Certificate required by the Landlord, and all related ancillary documents, and to designate appropriate authorised signatories of Aurelius Media Holdings Inc. for such purpose, with such terms and conditions as are consistent with the material terms approved by this Board.
Resolution 6 — Ratification
RESOLVED that all actions heretofore taken by any officer, director, employee, agent, or authorised representative of the Company or of Aurelius Media Holdings Inc. in connection with the negotiation, preparation, and advancement of the matters contemplated by the foregoing resolutions, including without limitation all communications with the Landlord and its advisors, the engagement of Blackmoor Advisory Group LLC as tenant broker, the engagement of Calderwood & Harkness LLP as legal counsel, and the preliminary discussions with Caledonian National Bank PLC regarding the Letter of Credit, be and are hereby ratified, confirmed, and approved in all respects.
There being no further business relating to the US headquarters lease matter, the agenda item was concluded and Ms. Caldwell withdrew from the meeting.
The remaining proceedings of the Board meeting, which relate to matters outside the scope of this extract, have been omitted.
7. CERTIFICATION AND AUTHENTICATION
I, the undersigned, being the duly appointed General Counsel and Company Secretary of Aurelius Global Media Group PLC (Company Number 04291837), do hereby certify that:
1.  The foregoing is a true and correct extract from the minutes of the meeting of the Board of Directors of Aurelius Global Media Group PLC held on May 15, 2023, at 14 Cavendish Square, London W1G 0DW, United Kingdom.
2.  The resolutions set forth herein were duly adopted by the Board of Directors at such meeting, at which a quorum was present and acting throughout, and such resolutions have not been amended, modified, rescinded, or revoked and remain in full force and effect as of the date hereof.
3.  The extract has been prepared for the purpose of evidencing the Board's authorisation and approval of the transactions described herein and may be delivered to and relied upon by Greystone Metropolitan Realty LLC, Atlas Continental Bank, N.A., Caledonian National Bank PLC, Calderwood & Harkness LLP, Pemberton Locke & Strauss LLP, and any other party having a legitimate interest in the matters described herein.
4.  I am duly authorised to execute and deliver this certification on behalf of the Company.
IN WITNESS WHEREOF, I have hereunto set my hand and caused the seal of the Company to be affixed as of the date written below.
AURELIUS GLOBAL MEDIA GROUP PLC Company Number: 04291837
By: ________
Name: Tariq Nassar
Title: General Counsel and Company Secretary
Date: ________
[Company Seal / Stamp]
Aurelius Global Media Group PLC Company Number: 04291837 Registered Office: 14 Cavendish Square, London W1G 0DW, United Kingdom
Name | Role
Sir Marcus Hale, CBE | Chairman and Chief Executive Officer (presiding)
Eleanora Voss | Chief Financial Officer
Tariq Nassar | General Counsel and Company Secretary
Name | Role
Vivienne Caldwell | Senior Vice President, Global Real Estate & Facilities
Lease Period | Rate per RSF per Annum | Annual Base Rent | Monthly Base Rent
Years 1–5 (months 1–60) | $28.00 | $5,180,000 | $431,666.67
Years 6–10 (months 61–120) | $33.00 | $6,105,000 | $508,750.00
Years 11–15 (months 121–180) | $38.00 | $7,030,000 | $585,833.33
Reduction Event | Reduction Amount | Remaining LC Amount
End of Lease Year 5 | $1,036,000 | $4,144,000
End of Lease Year 7 | $1,036,000 | $3,108,000
End of Lease Year 9 | $1,036,000 | $2,072,000
End of Lease Year 11 | $1,036,000 | $1,036,000
End of Lease Year 13 | $1,036,000 | $0

EXTRACT OF MINUTES OF A MEETING OF THE BOARD OF DIRECTORS OF AURELIUS GLOBAL MEDIA GROUP PLC

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