CALDERWOOD & HARKNESS LLP Attorneys at Law
425 Park Avenue, 18th Floor New York, NY 10022
Telephone: (212) 547-6000 Facsimile: (212) 547-6001 www.calderwoodharkness.com
July 5, 2023
Division of Corporations Delaware Secretary of State John G. Townsend Building 401 Federal Street, Suite 4 Dover, Delaware 19901
Re: Request for Certificate of Good Standing — Aurelius Media Holdings Inc. Delaware File Number: 7318294 Calderwood & Harkness LLP Matter No. 1017-00009
Dear Sir or Madam:
Calderwood & Harkness LLP serves as outside counsel to Aurelius Media Holdings Inc., a corporation duly organized and existing under the laws of the State of Delaware (the "Company"). We are writing to request that the Office of the Secretary of State of the State of Delaware issue a Certificate of Good Standing (also referred to as a Certificate of Status) for the Company. This certificate is required as a closing deliverable in connection with a commercial real estate transaction to which the Company is a party.
Specifically, the Certificate of Good Standing is required in connection with the execution and delivery of that certain Agreement of Lease, dated as of July 13, 2023 (the "Lease"), by and between Greystone Metropolitan Realty LLC, a New York limited liability company, as landlord (the "Landlord"), and Aurelius Media Holdings Inc., as tenant (the "Tenant"), for certain premises located at 787 Seventh Avenue, New York, New York 10019, commonly known as Greystone Tower. Under the terms of the Lease, the Landlord requires that the Tenant deliver a certificate of good standing or certificate of status from the Tenant's jurisdiction of incorporation as a condition to the closing and commencement of the lease term. We are therefore requesting this certificate on behalf of the Company in its capacity as Tenant under the Lease.
For purposes of your records and to facilitate the processing of this request, please find below the relevant entity identification details:
Full Legal Name: Aurelius Media Holdings Inc.
Entity Type: Corporation
Jurisdiction of Incorporation: State of Delaware
Delaware File Number: 7318294
Registered Agent: As currently on file with the Delaware Secretary of State, Division of Corporations
We respectfully request that the Division of Corporations issue a short-form Certificate of Good Standing confirming that Aurelius Media Holdings Inc. is a corporation in good standing under the laws of the State of Delaware, and that the Company has not been dissolved, merged out of existence, or had its charter revoked, surrendered, or forfeited. The certificate should reflect the Company's current status as of the date of issuance.
Given the timeline of the underlying transaction, we respectfully request expedited processing of this request. Same-day or twenty-four (24) hour processing would be greatly appreciated, as closing of the Lease is expected to occur during the period of August 1, 2023 through August 10, 2023, with initial lease execution scheduled for July 13, 2023. We request that the certificate be dated as close as practicable to the anticipated closing date — ideally on or about August 1, 2023 — or, if that is not feasible, as close to July 13, 2023 as the Division's processing schedule will allow. We understand that expedited processing fees may apply and are prepared to pay such fees as described below.
Delivery Instructions:
Please deliver the original Certificate of Good Standing via overnight courier (e.g., Severin Partners LLC, Halcyon Partners LLC Next Day Air, or equivalent) to the following address:
Calderwood & Harkness LLP 425 Park Avenue, 18th Floor New York, NY 10022
Attention: Rafael Dominguez, Esq.
In addition, we request that an electronic copy (PDF scan) of the certificate be transmitted via email to Rafael Dominguez at rdominguez@calderwoodharkness.com promptly upon issuance, so that we may confirm receipt and circulate the certificate to the transaction parties in advance of receipt of the original.
Payment of Fees:
Enclosed with this letter please find a firm check drawn on the account of Calderwood & Harkness LLP in the amount sufficient to cover the applicable filing, search, and expedited processing fees in accordance with the Secretary of State's current fee schedule. In the event that the enclosed payment is insufficient to cover all applicable fees, or if additional fees are assessed for any reason, please do not hesitate to contact the undersigned and we will promptly arrange for supplemental payment. Alternatively, if payment by credit card is preferred or required for expedited processing, please contact the undersigned at the telephone number listed below and we will provide credit card authorization.
We thank the Division of Corporations for its prompt attention to this request. Should you have any questions regarding this matter, or should you require any additional information in order to process this request, please do not hesitate to contact me directly.
Contact Information:
Rafael Dominguez, Esq. Lead Associate, Real Estate Practice Group Calderwood & Harkness LLP 425 Park Avenue, 18th Floor New York, NY 10022 Telephone: (212) 547-6184
Email: rdominguez@calderwoodharkness.com
Matter Reference: 1017-00009
Thank you for your courtesy and cooperation.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Rafael Dominguez Lead Associate, Real Estate Practice Group
Enclosure: Payment (firm check) for applicable filing, search, and expedited processing fees
CALDERWOOD & HARKNESS LLP Attorneys at Law
425 Park Avenue, 18th Floor New York, NY 10022
Telephone: (212) 547-6000 Facsimile: (212) 547-6001 www.calderwoodharkness.com
July 5, 2023
Companies House Crown Way Cardiff CF14 3UZ United Kingdom
Re: Request for Certificate of Good Standing — Aurelius Global Media Group PLC Company Number: 04291837 Calderwood & Harkness LLP Matter No. 1017-00009
Dear Sir or Madam:
Calderwood & Harkness LLP is a law firm based in New York, New York, United States of America. We serve as US counsel to Aurelius Global Media Group PLC, a public limited company incorporated in England and Wales under company number 04291837 (the "Company"). We are writing to request that Companies House issue a Certificate of Good Standing (or, if that specific form of certificate is not available through Companies House, a Certificate of Confirmation, Company Confirmation Statement, or such other equivalent certificate or statement of status as may be issued under applicable Companies House procedures) for the Company. This certificate is required in connection with a commercial real estate transaction in New York, United States, in which the Company is acting as guarantor.
More specifically, the Certificate of Good Standing is required as a closing deliverable in connection with a Guaranty of Lease (the "Guaranty") executed by the Company, in its capacity as the parent company and guarantor of the obligations of Aurelius Media Holdings Inc., a Delaware corporation and wholly owned subsidiary of the Company. The Guaranty has been executed in connection with that certain Agreement of Lease, dated as of July 13, 2023 (the "Lease"), by and between Greystone Metropolitan Realty LLC, a New York limited liability company, as landlord (the "Landlord"), and Aurelius Media Holdings Inc., as tenant (the "Tenant"), for certain premises located at 787 Seventh Avenue, New York, New York 10019, commonly known as Greystone Tower. The Guaranty constitutes a parent guaranty of the Tenant's obligations under the Lease, capped at an aggregate amount of eighteen million United States dollars (US $18,000,000). Under the terms of the Lease and the Guaranty, the Landlord requires that the Company, as Guarantor, deliver evidence of its good standing and active corporate status in its jurisdiction of incorporation as a condition to the closing and commencement of the lease term. We are therefore requesting this certificate on behalf of the Company in its capacity as Guarantor under the Guaranty.
For purposes of your records and to facilitate the processing of this request, please find below the relevant entity identification details:
Full Legal Name: Aurelius Global Media Group PLC
Entity Type: Public limited company
Jurisdiction of Incorporation: England and Wales
Company Number: 04291837
Registered Office: 14 Cavendish Square, London W1G 0DW, United Kingdom
Stock Exchange Listing: Shares of the Company are listed on the London Stock Exchange (Premium Listing segment) and are cross-listed on the New York Stock Exchange (NYSE)
We respectfully request that Companies House issue a Certificate of Good Standing confirming that the Company is currently on the register maintained by Companies House, that the Company has not been struck off or dissolved, and that the Company has complied with its applicable filing obligations as of the date of the certificate. We understand that Companies House may not issue a document titled "Certificate of Good Standing" in the manner customary in United States jurisdictions. If that is the case, we request that Companies House issue whatever equivalent certificate, statement of status, or official confirmation is available that would confirm the Company's active status on the register and the absence of any pending striking-off action or dissolution proceedings. Any such certificate or confirmation will be used in a commercial real estate transaction in the United States and will be relied upon by the Landlord and its counsel in connection with the closing of the Lease and the Guaranty.
In addition, as this certificate is intended for use in a commercial transaction in the United States, we respectfully request that the certificate be issued in a form suitable for apostille or legalization under the Hague Convention Abolishing the Requirement of Legalisation for Foreign Public Documents (the Hague Apostille Convention), dated October 5, 1961. If Companies House is able to arrange for an apostille to be affixed to the certificate directly, we would appreciate that accommodation. Alternatively, if the apostille must be obtained separately through the Foreign, Commonwealth & Development Office (FCDO) Legalisation Office, we will arrange for that process independently upon receipt of the original certificate from Companies House and would be grateful for any guidance Companies House may be able to provide regarding the applicable procedure.
Given the timeline of the underlying transaction, we respectfully request expedited processing of this request. The Lease is scheduled for execution on July 13, 2023, and closing is expected to occur during the period of August 1, 2023 through August 10, 2023. We would therefore appreciate issuance of the certificate at the earliest opportunity, and in any event sufficiently in advance of the anticipated closing date to allow for international courier delivery and, if necessary, the separate apostille process.
Delivery Instructions:
Please deliver the original Certificate of Good Standing (or equivalent certificate) via international courier (e.g., Granite Harbor Enterprises, Crestline Industries Priority, or equivalent) to the following address:
Calderwood & Harkness LLP 425 Park Avenue, 18th Floor New York, NY 10022 United States of America
Attention: Rafael Dominguez, Esq.
Telephone: +1 (212) 547-6184
In addition, we request that a scanned electronic copy (PDF) of the certificate be transmitted via email to Rafael Dominguez at rdominguez@calderwoodharkness.com promptly upon issuance, so that we may confirm receipt and circulate the certificate to the transaction parties in advance of receipt of the original hard copy.
Please also send a courtesy copy of the certificate (electronic copy via email) to the Company's General Counsel:
Tariq Nassar, Esq. General Counsel Aurelius Global Media Group PLC 14 Cavendish Square London W1G 0DW United Kingdom
Email: t.nassar@aureliusglobalmedia.com
Payment of Fees:
We understand that Companies House charges applicable fees for the issuance of certificates and any expedited processing. Enclosed with this letter please find a credit card authorization form for payment of all applicable fees in accordance with Companies House's current fee schedule. Alternatively, if Companies House prefers payment via online portal, bank transfer, or other method, please contact the undersigned and we will promptly arrange for payment through the appropriate channel. Please do not hesitate to contact us if any additional payment or information is required in order to process this request.
We thank Companies House for its prompt attention to this request. Should you have any questions regarding this matter, or should you require any additional information or documentation in order to process this request, please do not hesitate to contact me directly at the coordinates listed below. We are also happy to provide a letter of authorization from the Company confirming our authority to make this request on its behalf, should that be required.
Contact Information:
Rafael Dominguez, Esq. Lead Associate, Real Estate Practice Group Calderwood & Harkness LLP 425 Park Avenue, 18th Floor New York, NY 10022 United States of America Telephone: +1 (212) 547-6184
Email: rdominguez@calderwoodharkness.com
Matter Reference: 1017-00009
Thank you for your courtesy and cooperation.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Rafael Dominguez Lead Associate, Real Estate Practice Group
Enclosure: Credit card authorization form for payment of applicable fees