1017-00009 · Aurelius Global Media Group · Closing

tenant-board-resolutions.docx DOCUMENT Real Estate

6 / 37 ← → ✕

Contract analysis Extract to table

UNANIMOUS WRITTEN CONSENT

OF THE BOARD OF DIRECTORS

AURELIUS MEDIA HOLDINGS INC.

IN LIEU OF A SPECIAL MEETING

Adopted as of July 13, 2023

Pursuant to Section 141(f) of the Delaware General Corporation Law

The undersigned, being all of the members of the Board of Directors (the "Board") of Aurelius Media Holdings Inc., a corporation organized and existing under the laws of the State of Delaware, Delaware File No. 7318294 (the "Company"), do hereby adopt the following recitals and resolutions by unanimous written consent in lieu of a special meeting of the Board, effective as of July 13, 2023, pursuant to Section 141(f) of the General Corporation Law of the State of Delaware (the "DGCL") and Article III, Section 3.9 of the Company's Amended and Restated Bylaws, as currently in effect:

RECITALS

A. Corporate Status. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Company is a wholly owned subsidiary of Aurelius Global Media Group PLC, a public limited company incorporated in England and Wales under the Companies Act 2006 (Company No. 04291837), with its registered office at 14 Cavendish Square, London W1G 0DW, United Kingdom ("Parent"). The shares of Parent are admitted to the premium listing segment of the Official List of the Financial Conduct Authority and to trading on the Main Market of the London Stock Exchange, and are cross-listed on the New York Stock Exchange. The Company serves as the principal operating subsidiary of Parent in the United States, conducting the Parent group's North American media, entertainment, digital content, and e-commerce operations.

B. Purpose of Resolutions. The Board has reviewed certain materials presented by management of the Company and of Parent, including financial projections, market comparables, workplace strategy analyses, and presentations from the Company's real estate advisors, and has determined that it is in the best interests of the Company and its sole stockholder to authorize the Company to enter into a long-term lease of approximately 185,000 rentable square feet ("RSF") on Floors 34, 35, 36, 37, and 38 (collectively, the "Premises") at the building commonly known as Greystone Tower, located at 787 Seventh Avenue, New York, New York 10019 (Block 1024, Lot 18, Borough of Manhattan, County, City, and State of New York) (the "Building"), to serve as the Company's principal place of business and as the North American headquarters of the Aurelius group of companies. The landlord under the proposed lease is Greystone Metropolitan Realty LLC, a Delaware limited liability company ("Landlord"), with its principal office at 600 Lexington Avenue, 32nd Floor, New York, New York 10022.

C. Lease Terms Summary. The principal economic and business terms of the proposed Agreement of Lease (the "Lease") by and between the Landlord, as landlord, and the Company, as tenant, are as follows:

(i) Term. A fixed term of fifteen (15) years, commencing on August 1, 2023 (the "Lease Commencement Date") and expiring on July 31, 2038 (the "Lease Expiration Date"), unless sooner terminated or extended in accordance with the terms of the Lease.

(ii) Rent Commencement. Rent shall commence on February 1, 2024 (the "Rent Commencement Date"), following a six (6)-month rent-free period from the Lease Commencement Date, during which the Company shall have access to the Premises for purposes of performing the Tenant Improvements (as defined in the Work Letter Agreement).

(iii) Base Rent. Annual base rent shall be payable in equal monthly installments, in advance, as follows:

• Lease Years 1 through 5 (Rent Commencement Date through July 31, 2029): $28.00 per RSF per annum (approximately $5,180,000 per annum; approximately $431,667 per month);

• Lease Years 6 through 10 (August 1, 2029 through July 31, 2034): $33.00 per RSF per annum (approximately $6,105,000 per annum; approximately $508,750 per month);

• Lease Years 11 through 15 (August 1, 2034 through July 31, 2038): $38.00 per RSF per annum (approximately $7,030,000 per annum; approximately $585,833 per month).

The aggregate base rent payable over the full fifteen (15)-year lease term (assuming a Rent Commencement Date of February 1, 2024 and excluding operating expense escalations and additional rent) is approximately $90,000,000.

(iv) Permitted Use. The Premises shall be used for general office purposes, studio and production facilities, and ancillary uses consistent with the operation of a global media, entertainment, digital content, and e-commerce headquarters, subject to applicable zoning and building regulations and the rules and regulations of the Building.

D. Related Documents. The Lease contemplates the execution and delivery of certain ancillary documents, exhibits, and schedules, including the following:

(i) Exhibit A — Floor Plans of the Premises, depicting the demised area on each of Floors 34 through 38, as prepared by Ashworth Patel Design Studio LLC and verified by the Landlord's architect;

(ii) Exhibit B — Rules and Regulations governing the use and occupancy of the Building, as may be modified by Landlord from time to time;

(iii) Exhibit C — Work Letter Agreement, setting forth the terms and conditions of the tenant improvement build-out, including (a) a base tenant improvement allowance of Eighty-Five Dollars ($85.00) per RSF of the Premises, totaling Fifteen Million Seven Hundred Twenty-Five Thousand Dollars ($15,725,000), and (b) an excess tenant improvement allowance option of Fifteen Dollars ($15.00) per RSF of the Premises, totaling Two Million Seven Hundred Seventy-Five Thousand Dollars ($2,775,000), which excess allowance, if drawn, shall be amortized over the remaining term of the Lease at an interest rate of seven and one-half percent (7.5%) per annum and repaid as additional rent;

(iv) Exhibit D — Form of Letter of Credit, being an irrevocable standby letter of credit in the initial amount of Five Million One Hundred Eighty Thousand Dollars ($5,180,000), to be issued by Caledonian National Bank PLC (New York branch), bearing reference number L/C No. SNLC-2023-08015, with a burn-down schedule as more particularly described herein;

(v) Exhibit E — Expansion Option Terms, granting the Company an option to expand into Floors 39 and 40 of the Building (approximately 74,000 RSF in the aggregate), exercisable upon the terms and conditions set forth therein;

(vi) Exhibit F — Right of First Offer Terms, granting the Company a right of first offer with respect to Floors 30 through 33 of the Building, subject to and subordinate to the existing rights of Kestrel Insurance Holdings Inc. under its lease with Landlord; and

(vii) Exhibit G — Fair Market Rent Determination Procedure, setting forth the methodology for determining fair market rent in connection with the exercise of renewal options and expansion rights, including provision for determination by a panel of three licensed real estate appraisers if the parties are unable to agree.

In addition to the foregoing exhibits, the Board has reviewed or been informed of the following ancillary transaction documents:

(viii) A Guaranty of Lease (the "Guaranty") to be executed and delivered by Parent in favor of Landlord, pursuant to which Parent shall guarantee all of the Company's obligations under the Lease, subject to a cap on Parent's aggregate liability thereunder of Eighteen Million Dollars ($18,000,000);

(ix) A Subordination, Non-Disturbance and Attornment Agreement (the "SNDA") to be entered into among Atlas Continental Bank, N.A. (in its capacity as holder of the first mortgage lien encumbering the Building), Landlord, and the Company, providing for, among other things, the non-disturbance of the Company's tenancy under the Lease in the event of a foreclosure or other enforcement of the mortgage; and

(x) Such other certificates, instruments, agreements, and documents as may be necessary or appropriate in connection with the foregoing.

The Lease, the Guaranty, the SNDA, and all other documents described in this Recital D are referred to collectively herein as the "Transaction Documents."

E. Parent Board Approval. The Board of Directors of Parent, at a duly convened meeting held on May 15, 2023, adopted resolutions approving the Company's entry into the Lease, authorizing the execution and delivery of the Guaranty by Parent in favor of the Landlord, and confirming that the transactions contemplated by the Transaction Documents are consistent with Parent's strategic objectives for its North American operations. Copies of the relevant extracts from the minutes of that meeting have been made available to the members of this Board.

F. Legal Counsel. The Company has engaged Calderwood & Harkness LLP, with offices at 425 Park Avenue, 18th Floor, New York, New York 10022, as its legal counsel in connection with the negotiation, documentation, and closing of the Lease and the related Transaction Documents. The engagement is being conducted under Matter No. 1017-00009, with Douglas Fairchild, Partner, serving as the responsible partner for the engagement. Calderwood & Harkness LLP has advised the Board with respect to the Transaction Documents and the legal matters contemplated by these resolutions.

RESOLUTIONS

NOW, THEREFORE, BE IT:

Resolution 1 — Approval of the Agreement of Lease

RESOLVED, that the Agreement of Lease by and between Greystone Metropolitan Realty LLC, as landlord, and the Company, as tenant, for the lease of approximately 185,000 rentable square feet on Floors 34, 35, 36, 37, and 38 at the building known as Greystone Tower, located at 787 Seventh Avenue, New York, New York 10019, for a term of fifteen (15) years commencing on August 1, 2023 and expiring on July 31, 2038, with base rent escalating from $28.00 per RSF per annum during Lease Years 1 through 5, to $33.00 per RSF per annum during Lease Years 6 through 10, to $38.00 per RSF per annum during Lease Years 11 through 15, substantially on the terms described in the recitals hereto and as negotiated by Calderwood & Harkness LLP on behalf of the Company, together with all exhibits, schedules, riders, and attachments thereto, in such final form as the Authorized Officers (as defined below) shall approve, is hereby authorized and approved in all respects, and the Company is hereby authorized and empowered to enter into, execute, and deliver the Lease, such approval to be conclusively evidenced by the execution and delivery thereof by an Authorized Officer; and be it further

Resolution 2 — Approval of Ancillary Transaction Documents

RESOLVED, that the Company is hereby authorized and empowered to enter into, execute, and deliver each of the following ancillary documents in connection with the Lease, in such final form as the Authorized Officers shall approve:

(a) the Subordination, Non-Disturbance and Attornment Agreement among Atlas Continental Bank, N.A. (as first mortgagee of the Building), Greystone Metropolitan Realty LLC, and the Company, substantially in the form reviewed by Calderwood & Harkness LLP;

(b) the Work Letter Agreement (to be attached to the Lease as Exhibit C), including all provisions relating to the base tenant improvement allowance of $85.00 per RSF (totaling $15,725,000) and the excess tenant improvement allowance option of $15.00 per RSF (totaling $2,775,000) amortized at 7.5% per annum over the remaining lease term;

(c) the Letter of Credit application and all related documents to be submitted to Caledonian National Bank PLC (New York branch) for the issuance of an irrevocable standby letter of credit in the initial amount of $5,180,000 (L/C No. SNLC-2023-08015) in favor of the Landlord;

(d) the Commencement Date Confirmation Letter and any other confirmation letters, acknowledgment letters, or estoppel certificates required or contemplated by the Lease; and

(e) such other certificates, instruments, agreements, side letters, and documents as may be necessary, appropriate, or advisable to consummate and carry out the transactions contemplated by the Lease and the other Transaction Documents;

and the execution and delivery of any such document by an Authorized Officer shall be conclusive evidence of such officer's approval thereof; and be it further

Resolution 3 — Approval of Parent Guaranty Request

RESOLVED, that the officers of the Company are hereby authorized and directed to request that Parent execute and deliver the Guaranty of Lease in favor of Greystone Metropolitan Realty LLC, guaranteeing all of the Company's obligations under the Lease, subject to a cap on Parent's aggregate liability of Eighteen Million Dollars ($18,000,000), substantially in the form approved by the Board of Directors of Parent by resolution adopted on May 15, 2023, and to take all such actions and execute all such documents as may be necessary or advisable to facilitate the execution and delivery of the Guaranty by Parent; and be it further

Resolution 4 — Security Deposit / Letter of Credit

RESOLVED, that the Company is hereby authorized and empowered to apply to Caledonian National Bank PLC, London (New York branch), for the issuance of an irrevocable standby letter of credit in the initial amount of Five Million One Hundred Eighty Thousand Dollars ($5,180,000) in favor of Greystone Metropolitan Realty LLC, as the security deposit required under the Lease, such letter of credit to be subject to a burn-down schedule reducing the stated amount by One Million Thirty-Six Thousand Dollars ($1,036,000) at the end of each of Lease Years 5, 7, 9, 11, and 13 (such that the stated amount shall be reduced to $4,144,000 at the end of Lease Year 5, to $3,108,000 at the end of Lease Year 7, to $2,072,000 at the end of Lease Year 9, to $1,036,000 at the end of Lease Year 11, and to $0 at the end of Lease Year 13), in each case subject to the condition that no uncured event of default by the Company under the Lease then exists, and the Authorized Officers are hereby authorized to execute and deliver such applications, reimbursement agreements, indemnity agreements, fee letters, and related documents as may be required by Caledonian National Bank PLC in connection therewith; and be it further

Resolution 5 — Insurance Requirements

RESOLVED, that the officers of the Company are hereby authorized and directed to procure or cause to be procured, through Caldecott Risk Advisors Ltd. (or such other insurance broker or risk management advisor as the officers of the Company may determine to be appropriate), insurance policies satisfying the requirements set forth in the Lease, including without limitation the following coverages:

(a) Commercial General Liability Insurance: Commercial general liability insurance coverage with limits of not less than Five Million Dollars ($5,000,000) per occurrence and Ten Million Dollars ($10,000,000) in the annual aggregate, to be issued by Northbridge Mutual Insurance Company or another insurance carrier having a financial strength rating of A-VIII or better as assigned by A.M. Best Company, Inc., naming the Landlord, Atlas Continental Bank, N.A., and their respective designees as additional insureds as required by the Lease;

(b) Property Insurance: All-risk property insurance coverage at full replacement value of the Company's property, trade fixtures, equipment, furniture, and tenant improvements located at or within the Premises, with such deductibles and coverage extensions as may be required by the Lease or as the officers of the Company may determine to be prudent; and

(c) Umbrella/Excess Liability Insurance: Umbrella or excess liability insurance coverage with limits of not less than Twenty-Five Million Dollars ($25,000,000) per occurrence, to be issued by Sovereign Assurance Group PLC or another insurance carrier having a financial strength rating of A-VIII or better as assigned by A.M. Best Company, Inc., providing excess coverage over the commercial general liability, automobile liability, and employer's liability coverages maintained by the Company;

and the officers of the Company are further authorized to execute and deliver such insurance applications, certificates of insurance, endorsements, and related documents as may be required in connection therewith; and be it further

Resolution 6 — Designation of Authorized Officers

RESOLVED, that each of the following officers of the Company (each, an "Authorized Officer") is hereby authorized and empowered, acting singly and without the need for the joinder or consent of any other officer or director of the Company, to execute and deliver the Lease, the SNDA, and each of the other Transaction Documents on behalf of the Company, and to take all actions necessary, appropriate, or advisable in connection therewith:

(a) Tariq Nassar, General Counsel of Aurelius Global Media Group PLC and an officer of the Company;

(b) Vivienne Caldwell, Senior Vice President, Global Real Estate & Facilities of Aurelius Global Media Group PLC and an officer of the Company; and

and each such Authorized Officer is further authorized to approve such changes, modifications, amendments, supplements, and additions to the Transaction Documents as such Authorized Officer, in consultation with Calderwood & Harkness LLP, may deem necessary, appropriate, or advisable, the execution and delivery thereof by such Authorized Officer to be conclusive evidence of such approval; and be it further

Resolution 7 — Officer's Certificate Authorization

RESOLVED, that each Authorized Officer is hereby authorized and empowered to execute and deliver on behalf of the Company a Tenant Officer's Certificate (or any similar certificate required by the Landlord or the Landlord's mortgagee), certifying as to the Company's corporate authority to enter into the Lease and the other Transaction Documents, the good standing of the Company in the State of Delaware, the accuracy of the representations and warranties made by the Company in the Lease, the absence of any uncured defaults under the Lease, and such other matters as may be customarily certified in connection with commercial lease transactions, together with such incumbency certificates and other supporting documentation as may be required; and be it further

Resolution 8 — Engagement of Professionals

RESOLVED, that the engagement of Calderwood & Harkness LLP, 425 Park Avenue, 18th Floor, New York, New York 10022, as legal counsel to the Company in connection with the negotiation, documentation, and closing of the Lease and the Transaction Documents, on the terms set forth in the engagement letter dated April 6, 2023 (Matter No. 1017-00009), with estimated professional fees in the range of Four Hundred Seventy-Five Thousand Dollars ($475,000) to Five Hundred Seventy-Five Thousand Dollars ($575,000), exclusive of disbursements and expenses, is hereby ratified, confirmed, and approved in all respects; and be it further

RESOLVED, that the engagement of Blackmoor Advisory Group LLC as the Company's exclusive tenant representation broker in connection with the Lease, with a commission of two and one-quarter percent (2.25%) of the aggregate base rent payable under the Lease (approximately Two Million Twenty-Five Thousand Dollars ($2,025,000)), payable by the Landlord pursuant to a separate commission agreement between the Landlord and Blackmoor Advisory Group LLC, is hereby ratified, confirmed, and approved in all respects; and be it further

RESOLVED, that the engagement of Ashworth Patel Design Studio LLC as the architect of record for space planning, tenant improvement design, and construction oversight in connection with the build-out of the Premises, and the engagement of Pinnacle Build Group LLC as construction manager for the tenant improvement work at the Premises, each on the terms and conditions as have been or will be agreed upon by the officers of the Company, are hereby ratified, confirmed, and approved in all respects; and be it further

Resolution 9 — General Authorization

RESOLVED, that each Authorized Officer is hereby authorized and directed, in the name and on behalf of the Company, to take or cause to be taken any and all such further actions and to execute, deliver, file, record, and acknowledge any and all such further documents, instruments, certificates, agreements, filings, and notices as such Authorized Officer may deem necessary, appropriate, or advisable in order to carry out the intent and accomplish the purposes of the foregoing resolutions, including without limitation the filing of any reports, registrations, or notices with governmental authorities, the opening or modification of bank accounts, the payment of fees, taxes, recording charges, and other amounts due in connection with the Lease or the other Transaction Documents, and the engagement of such additional consultants, advisors, and service providers as may be required, the taking of any such action or the execution and delivery of any such document to be conclusive evidence of such Authorized Officer's determination that the same is necessary, appropriate, or advisable; and be it further

RESOLVED, that all actions heretofore taken by any officer or director of the Company, or by any employee, agent, or representative of the Company acting at the direction of an officer or director, in connection with the matters contemplated by these resolutions, including without limitation the negotiation of the Lease and the Transaction Documents, the engagement of legal counsel, brokers, architects, and other professionals, and the submission of preliminary applications and documentation, are hereby ratified, confirmed, and approved in all respects as the acts and deeds of the Company; and be it further

Resolution 10 — Governing Law

RESOLVED, that the Lease and the Transaction Documents to which the Company is a party shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of law principles, and that any disputes arising out of or in connection with the Lease or the Transaction Documents shall be submitted to the exclusive jurisdiction of the Supreme Court of the State of New York, County of New York, or, to the extent permitted by applicable law, the United States District Court for the Southern District of New York, and the officers of the Company are authorized to agree to such jurisdiction and venue provisions in the Transaction Documents.

[Remainder of page intentionally left blank; signature pages follow]

SIGNATURE PAGE TO UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF AURELIUS MEDIA HOLDINGS INC.

IN WITNESS WHEREOF, the undersigned, being all of the members of the Board of Directors of Aurelius Media Holdings Inc., have executed this Unanimous Written Consent as of July 13, 2023, effective as of such date.

This Unanimous Written Consent may be executed in one or more counterparts (including by facsimile or portable document format (PDF) transmission), each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Consent by facsimile or electronic transmission shall be equally effective as delivery of an original executed counterpart. This Consent shall be filed with the minutes of the proceedings of the Board of Directors of the Company and shall be effective as of the date first set forth above.

________________________________________

Name: Sir Geoffrey R. Thornton

Title: Director

Date: July 13, 2023

________________________________________

Name: Eleanora Voss

Title: Director

Date: July 13, 2023

________________________________________

Name: Tariq Nassar

Title: Director

Date: July 13, 2023

________________________________________

Name: Margaux Delacroix-Harrington

Title: Director

Date: July 13, 2023

________________________________________

Name: Jonathan P. Whitfield

Title: Director

Date: July 13, 2023

ATTESTATION

The undersigned, being the Secretary of Aurelius Media Holdings Inc., hereby attests that the foregoing Unanimous Written Consent has been duly executed by all of the members of the Board of Directors of the Company and is effective as of July 13, 2023.

________________________________________

Name: Claire Eversley

Title: Secretary, Aurelius Media Holdings Inc.

Date: July 13, 2023

SECRETARY'S CERTIFICATE

AURELIUS MEDIA HOLDINGS INC.

I, Claire Eversley, do hereby certify that:

1. I am the duly elected, qualified, and acting Secretary of Aurelius Media Holdings Inc., a corporation organized and existing under the laws of the State of Delaware, Delaware File No. 7318294 (the "Company"), and I am authorized to execute and deliver this certificate on behalf of the Company.

2. Attached hereto as Annex A is a true, correct, and complete copy of the Unanimous Written Consent of the Board of Directors of the Company adopted as of July 13, 2023 (the "Consent"), approving, among other things, the Company's entry into an Agreement of Lease with Greystone Metropolitan Realty LLC for approximately 185,000 rentable square feet at 787 Seventh Avenue, New York, New York 10019, and related Transaction Documents.

3. The Consent has been duly adopted by the unanimous written consent of all of the members of the Board of Directors of the Company in accordance with Section 141(f) of the Delaware General Corporation Law and Article III, Section 3.9 of the Company's Amended and Restated Bylaws.

4. The resolutions set forth in the Consent have not been amended, modified, supplemented, revoked, or rescinded in any respect and remain in full force and effect as of the date of this certificate.

5. The following persons have been duly elected or appointed to the offices set forth opposite their respective names, are duly qualified and currently serving in such capacities, and are authorized to act on behalf of the Company in connection with the Transaction Documents as "Authorized Officers" pursuant to the Consent:

6. The Company is duly organized, validly existing, and in good standing under the laws of the State of Delaware, as evidenced by the Certificate of Good Standing issued by the Secretary of State of the State of Delaware, Delaware File No. 7318294, a copy of which has been provided to the Landlord under separate cover.

7. This certificate is being delivered in connection with the closing of the transactions contemplated by the Agreement of Lease between the Company and Greystone Metropolitan Realty LLC, and the Landlord, Atlas Continental Bank, N.A., and their respective counsel may rely on this certificate.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of the Company as of this 13th day of July, 2023.

________________________________________

Name: Claire Eversley

Title: Secretary, Aurelius Media Holdings Inc.

Date: July 13, 2023

[CORPORATE SEAL]

Name	Office
Tariq Nassar	General Counsel of Aurelius Global Media Group PLC; Officer of the Company
Vivienne Caldwell	SVP, Global Real Estate & Facilities of Aurelius Global Media Group PLC; Officer of the Company
Eleanora Voss	CFO of Aurelius Global Media Group PLC; Officer of the Company

UNANIMOUS WRITTEN CONSENT
OF THE BOARD OF DIRECTORS
OF
AURELIUS MEDIA HOLDINGS INC.
IN LIEU OF A SPECIAL MEETING
Adopted as of July 13, 2023
Pursuant to Section 141(f) of the Delaware General Corporation Law
The undersigned, being all of the members of the Board of Directors (the "Board") of Aurelius Media Holdings Inc., a corporation organized and existing under the laws of the State of Delaware, Delaware File No. 7318294 (the "Company"), do hereby adopt the following recitals and resolutions by unanimous written consent in lieu of a special meeting of the Board, effective as of July 13, 2023, pursuant to Section 141(f) of the General Corporation Law of the State of Delaware (the "DGCL") and Article III, Section 3.9 of the Company's Amended and Restated Bylaws, as currently in effect:
RECITALS
A. Corporate Status. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Company is a wholly owned subsidiary of Aurelius Global Media Group PLC, a public limited company incorporated in England and Wales under the Companies Act 2006 (Company No. 04291837), with its registered office at 14 Cavendish Square, London W1G 0DW, United Kingdom ("Parent"). The shares of Parent are admitted to the premium listing segment of the Official List of the Financial Conduct Authority and to trading on the Main Market of the London Stock Exchange, and are cross-listed on the New York Stock Exchange. The Company serves as the principal operating subsidiary of Parent in the United States, conducting the Parent group's North American media, entertainment, digital content, and e-commerce operations.
B. Purpose of Resolutions. The Board has reviewed certain materials presented by management of the Company and of Parent, including financial projections, market comparables, workplace strategy analyses, and presentations from the Company's real estate advisors, and has determined that it is in the best interests of the Company and its sole stockholder to authorize the Company to enter into a long-term lease of approximately 185,000 rentable square feet ("RSF") on Floors 34, 35, 36, 37, and 38 (collectively, the "Premises") at the building commonly known as Greystone Tower, located at 787 Seventh Avenue, New York, New York 10019 (Block 1024, Lot 18, Borough of Manhattan, County, City, and State of New York) (the "Building"), to serve as the Company's principal place of business and as the North American headquarters of the Aurelius group of companies. The landlord under the proposed lease is Greystone Metropolitan Realty LLC, a Delaware limited liability company ("Landlord"), with its principal office at 600 Lexington Avenue, 32nd Floor, New York, New York 10022.
C. Lease Terms Summary. The principal economic and business terms of the proposed Agreement of Lease (the "Lease") by and between the Landlord, as landlord, and the Company, as tenant, are as follows:
(i) Term. A fixed term of fifteen (15) years, commencing on August 1, 2023 (the "Lease Commencement Date") and expiring on July 31, 2038 (the "Lease Expiration Date"), unless sooner terminated or extended in accordance with the terms of the Lease.
(ii) Rent Commencement. Rent shall commence on February 1, 2024 (the "Rent Commencement Date"), following a six (6)-month rent-free period from the Lease Commencement Date, during which the Company shall have access to the Premises for purposes of performing the Tenant Improvements (as defined in the Work Letter Agreement).
(iii) Base Rent. Annual base rent shall be payable in equal monthly installments, in advance, as follows:
•  Lease Years 1 through 5 (Rent Commencement Date through July 31, 2029): $28.00 per RSF per annum (approximately $5,180,000 per annum; approximately $431,667 per month);
•  Lease Years 6 through 10 (August 1, 2029 through July 31, 2034): $33.00 per RSF per annum (approximately $6,105,000 per annum; approximately $508,750 per month);
•  Lease Years 11 through 15 (August 1, 2034 through July 31, 2038): $38.00 per RSF per annum (approximately $7,030,000 per annum; approximately $585,833 per month).
The aggregate base rent payable over the full fifteen (15)-year lease term (assuming a Rent Commencement Date of February 1, 2024 and excluding operating expense escalations and additional rent) is approximately $90,000,000.
(iv) Permitted Use. The Premises shall be used for general office purposes, studio and production facilities, and ancillary uses consistent with the operation of a global media, entertainment, digital content, and e-commerce headquarters, subject to applicable zoning and building regulations and the rules and regulations of the Building.
D. Related Documents. The Lease contemplates the execution and delivery of certain ancillary documents, exhibits, and schedules, including the following:
(i) Exhibit A — Floor Plans of the Premises, depicting the demised area on each of Floors 34 through 38, as prepared by Ashworth Patel Design Studio LLC and verified by the Landlord's architect;
(ii) Exhibit B — Rules and Regulations governing the use and occupancy of the Building, as may be modified by Landlord from time to time;
(iii) Exhibit C — Work Letter Agreement, setting forth the terms and conditions of the tenant improvement build-out, including (a) a base tenant improvement allowance of Eighty-Five Dollars ($85.00) per RSF of the Premises, totaling Fifteen Million Seven Hundred Twenty-Five Thousand Dollars ($15,725,000), and (b) an excess tenant improvement allowance option of Fifteen Dollars ($15.00) per RSF of the Premises, totaling Two Million Seven Hundred Seventy-Five Thousand Dollars ($2,775,000), which excess allowance, if drawn, shall be amortized over the remaining term of the Lease at an interest rate of seven and one-half percent (7.5%) per annum and repaid as additional rent;
(iv) Exhibit D — Form of Letter of Credit, being an irrevocable standby letter of credit in the initial amount of Five Million One Hundred Eighty Thousand Dollars ($5,180,000), to be issued by Caledonian National Bank PLC (New York branch), bearing reference number L/C No. SNLC-2023-08015, with a burn-down schedule as more particularly described herein;
(v) Exhibit E — Expansion Option Terms, granting the Company an option to expand into Floors 39 and 40 of the Building (approximately 74,000 RSF in the aggregate), exercisable upon the terms and conditions set forth therein;
(vi) Exhibit F — Right of First Offer Terms, granting the Company a right of first offer with respect to Floors 30 through 33 of the Building, subject to and subordinate to the existing rights of Kestrel Insurance Holdings Inc. under its lease with Landlord; and
(vii) Exhibit G — Fair Market Rent Determination Procedure, setting forth the methodology for determining fair market rent in connection with the exercise of renewal options and expansion rights, including provision for determination by a panel of three licensed real estate appraisers if the parties are unable to agree.
In addition to the foregoing exhibits, the Board has reviewed or been informed of the following ancillary transaction documents:
(viii) A Guaranty of Lease (the "Guaranty") to be executed and delivered by Parent in favor of Landlord, pursuant to which Parent shall guarantee all of the Company's obligations under the Lease, subject to a cap on Parent's aggregate liability thereunder of Eighteen Million Dollars ($18,000,000);
(ix) A Subordination, Non-Disturbance and Attornment Agreement (the "SNDA") to be entered into among Atlas Continental Bank, N.A. (in its capacity as holder of the first mortgage lien encumbering the Building), Landlord, and the Company, providing for, among other things, the non-disturbance of the Company's tenancy under the Lease in the event of a foreclosure or other enforcement of the mortgage; and
(x) Such other certificates, instruments, agreements, and documents as may be necessary or appropriate in connection with the foregoing.
The Lease, the Guaranty, the SNDA, and all other documents described in this Recital D are referred to collectively herein as the "Transaction Documents."
E. Parent Board Approval. The Board of Directors of Parent, at a duly convened meeting held on May 15, 2023, adopted resolutions approving the Company's entry into the Lease, authorizing the execution and delivery of the Guaranty by Parent in favor of the Landlord, and confirming that the transactions contemplated by the Transaction Documents are consistent with Parent's strategic objectives for its North American operations. Copies of the relevant extracts from the minutes of that meeting have been made available to the members of this Board.
F. Legal Counsel. The Company has engaged Calderwood & Harkness LLP, with offices at 425 Park Avenue, 18th Floor, New York, New York 10022, as its legal counsel in connection with the negotiation, documentation, and closing of the Lease and the related Transaction Documents. The engagement is being conducted under Matter No. 1017-00009, with Douglas Fairchild, Partner, serving as the responsible partner for the engagement. Calderwood & Harkness LLP has advised the Board with respect to the Transaction Documents and the legal matters contemplated by these resolutions.
RESOLUTIONS
NOW, THEREFORE, BE IT:
Resolution 1 — Approval of the Agreement of Lease
RESOLVED, that the Agreement of Lease by and between Greystone Metropolitan Realty LLC, as landlord, and the Company, as tenant, for the lease of approximately 185,000 rentable square feet on Floors 34, 35, 36, 37, and 38 at the building known as Greystone Tower, located at 787 Seventh Avenue, New York, New York 10019, for a term of fifteen (15) years commencing on August 1, 2023 and expiring on July 31, 2038, with base rent escalating from $28.00 per RSF per annum during Lease Years 1 through 5, to $33.00 per RSF per annum during Lease Years 6 through 10, to $38.00 per RSF per annum during Lease Years 11 through 15, substantially on the terms described in the recitals hereto and as negotiated by Calderwood & Harkness LLP on behalf of the Company, together with all exhibits, schedules, riders, and attachments thereto, in such final form as the Authorized Officers (as defined below) shall approve, is hereby authorized and approved in all respects, and the Company is hereby authorized and empowered to enter into, execute, and deliver the Lease, such approval to be conclusively evidenced by the execution and delivery thereof by an Authorized Officer; and be it further
Resolution 2 — Approval of Ancillary Transaction Documents
RESOLVED, that the Company is hereby authorized and empowered to enter into, execute, and deliver each of the following ancillary documents in connection with the Lease, in such final form as the Authorized Officers shall approve:
(a) the Subordination, Non-Disturbance and Attornment Agreement among Atlas Continental Bank, N.A. (as first mortgagee of the Building), Greystone Metropolitan Realty LLC, and the Company, substantially in the form reviewed by Calderwood & Harkness LLP;
(b) the Work Letter Agreement (to be attached to the Lease as Exhibit C), including all provisions relating to the base tenant improvement allowance of $85.00 per RSF (totaling $15,725,000) and the excess tenant improvement allowance option of $15.00 per RSF (totaling $2,775,000) amortized at 7.5% per annum over the remaining lease term;
(c) the Letter of Credit application and all related documents to be submitted to Caledonian National Bank PLC (New York branch) for the issuance of an irrevocable standby letter of credit in the initial amount of $5,180,000 (L/C No. SNLC-2023-08015) in favor of the Landlord;
(d) the Commencement Date Confirmation Letter and any other confirmation letters, acknowledgment letters, or estoppel certificates required or contemplated by the Lease; and
(e) such other certificates, instruments, agreements, side letters, and documents as may be necessary, appropriate, or advisable to consummate and carry out the transactions contemplated by the Lease and the other Transaction Documents;
and the execution and delivery of any such document by an Authorized Officer shall be conclusive evidence of such officer's approval thereof; and be it further
Resolution 3 — Approval of Parent Guaranty Request
RESOLVED, that the officers of the Company are hereby authorized and directed to request that Parent execute and deliver the Guaranty of Lease in favor of Greystone Metropolitan Realty LLC, guaranteeing all of the Company's obligations under the Lease, subject to a cap on Parent's aggregate liability of Eighteen Million Dollars ($18,000,000), substantially in the form approved by the Board of Directors of Parent by resolution adopted on May 15, 2023, and to take all such actions and execute all such documents as may be necessary or advisable to facilitate the execution and delivery of the Guaranty by Parent; and be it further
Resolution 4 — Security Deposit / Letter of Credit
RESOLVED, that the Company is hereby authorized and empowered to apply to Caledonian National Bank PLC, London (New York branch), for the issuance of an irrevocable standby letter of credit in the initial amount of Five Million One Hundred Eighty Thousand Dollars ($5,180,000) in favor of Greystone Metropolitan Realty LLC, as the security deposit required under the Lease, such letter of credit to be subject to a burn-down schedule reducing the stated amount by One Million Thirty-Six Thousand Dollars ($1,036,000) at the end of each of Lease Years 5, 7, 9, 11, and 13 (such that the stated amount shall be reduced to $4,144,000 at the end of Lease Year 5, to $3,108,000 at the end of Lease Year 7, to $2,072,000 at the end of Lease Year 9, to $1,036,000 at the end of Lease Year 11, and to $0 at the end of Lease Year 13), in each case subject to the condition that no uncured event of default by the Company under the Lease then exists, and the Authorized Officers are hereby authorized to execute and deliver such applications, reimbursement agreements, indemnity agreements, fee letters, and related documents as may be required by Caledonian National Bank PLC in connection therewith; and be it further
Resolution 5 — Insurance Requirements
RESOLVED, that the officers of the Company are hereby authorized and directed to procure or cause to be procured, through Caldecott Risk Advisors Ltd. (or such other insurance broker or risk management advisor as the officers of the Company may determine to be appropriate), insurance policies satisfying the requirements set forth in the Lease, including without limitation the following coverages:
(a) Commercial General Liability Insurance: Commercial general liability insurance coverage with limits of not less than Five Million Dollars ($5,000,000) per occurrence and Ten Million Dollars ($10,000,000) in the annual aggregate, to be issued by Northbridge Mutual Insurance Company or another insurance carrier having a financial strength rating of A-VIII or better as assigned by A.M. Best Company, Inc., naming the Landlord, Atlas Continental Bank, N.A., and their respective designees as additional insureds as required by the Lease;
(b) Property Insurance: All-risk property insurance coverage at full replacement value of the Company's property, trade fixtures, equipment, furniture, and tenant improvements located at or within the Premises, with such deductibles and coverage extensions as may be required by the Lease or as the officers of the Company may determine to be prudent; and
(c) Umbrella/Excess Liability Insurance: Umbrella or excess liability insurance coverage with limits of not less than Twenty-Five Million Dollars ($25,000,000) per occurrence, to be issued by Sovereign Assurance Group PLC or another insurance carrier having a financial strength rating of A-VIII or better as assigned by A.M. Best Company, Inc., providing excess coverage over the commercial general liability, automobile liability, and employer's liability coverages maintained by the Company;
and the officers of the Company are further authorized to execute and deliver such insurance applications, certificates of insurance, endorsements, and related documents as may be required in connection therewith; and be it further
Resolution 6 — Designation of Authorized Officers
RESOLVED, that each of the following officers of the Company (each, an "Authorized Officer") is hereby authorized and empowered, acting singly and without the need for the joinder or consent of any other officer or director of the Company, to execute and deliver the Lease, the SNDA, and each of the other Transaction Documents on behalf of the Company, and to take all actions necessary, appropriate, or advisable in connection therewith:
(a) Tariq Nassar, General Counsel of Aurelius Global Media Group PLC and an officer of the Company;
(b) Vivienne Caldwell, Senior Vice President, Global Real Estate & Facilities of Aurelius Global Media Group PLC and an officer of the Company; and
(c) Eleanora Voss, Chief Financial Officer of Aurelius Global Media Group PLC and an officer of the Company;
and each such Authorized Officer is further authorized to approve such changes, modifications, amendments, supplements, and additions to the Transaction Documents as such Authorized Officer, in consultation with Calderwood & Harkness LLP, may deem necessary, appropriate, or advisable, the execution and delivery thereof by such Authorized Officer to be conclusive evidence of such approval; and be it further
Resolution 7 — Officer's Certificate Authorization
RESOLVED, that each Authorized Officer is hereby authorized and empowered to execute and deliver on behalf of the Company a Tenant Officer's Certificate (or any similar certificate required by the Landlord or the Landlord's mortgagee), certifying as to the Company's corporate authority to enter into the Lease and the other Transaction Documents, the good standing of the Company in the State of Delaware, the accuracy of the representations and warranties made by the Company in the Lease, the absence of any uncured defaults under the Lease, and such other matters as may be customarily certified in connection with commercial lease transactions, together with such incumbency certificates and other supporting documentation as may be required; and be it further
Resolution 8 — Engagement of Professionals
RESOLVED, that the engagement of Calderwood & Harkness LLP, 425 Park Avenue, 18th Floor, New York, New York 10022, as legal counsel to the Company in connection with the negotiation, documentation, and closing of the Lease and the Transaction Documents, on the terms set forth in the engagement letter dated April 6, 2023 (Matter No. 1017-00009), with estimated professional fees in the range of Four Hundred Seventy-Five Thousand Dollars ($475,000) to Five Hundred Seventy-Five Thousand Dollars ($575,000), exclusive of disbursements and expenses, is hereby ratified, confirmed, and approved in all respects; and be it further
RESOLVED, that the engagement of Blackmoor Advisory Group LLC as the Company's exclusive tenant representation broker in connection with the Lease, with a commission of two and one-quarter percent (2.25%) of the aggregate base rent payable under the Lease (approximately Two Million Twenty-Five Thousand Dollars ($2,025,000)), payable by the Landlord pursuant to a separate commission agreement between the Landlord and Blackmoor Advisory Group LLC, is hereby ratified, confirmed, and approved in all respects; and be it further
RESOLVED, that the engagement of Ashworth Patel Design Studio LLC as the architect of record for space planning, tenant improvement design, and construction oversight in connection with the build-out of the Premises, and the engagement of Pinnacle Build Group LLC as construction manager for the tenant improvement work at the Premises, each on the terms and conditions as have been or will be agreed upon by the officers of the Company, are hereby ratified, confirmed, and approved in all respects; and be it further
Resolution 9 — General Authorization
RESOLVED, that each Authorized Officer is hereby authorized and directed, in the name and on behalf of the Company, to take or cause to be taken any and all such further actions and to execute, deliver, file, record, and acknowledge any and all such further documents, instruments, certificates, agreements, filings, and notices as such Authorized Officer may deem necessary, appropriate, or advisable in order to carry out the intent and accomplish the purposes of the foregoing resolutions, including without limitation the filing of any reports, registrations, or notices with governmental authorities, the opening or modification of bank accounts, the payment of fees, taxes, recording charges, and other amounts due in connection with the Lease or the other Transaction Documents, and the engagement of such additional consultants, advisors, and service providers as may be required, the taking of any such action or the execution and delivery of any such document to be conclusive evidence of such Authorized Officer's determination that the same is necessary, appropriate, or advisable; and be it further
RESOLVED, that all actions heretofore taken by any officer or director of the Company, or by any employee, agent, or representative of the Company acting at the direction of an officer or director, in connection with the matters contemplated by these resolutions, including without limitation the negotiation of the Lease and the Transaction Documents, the engagement of legal counsel, brokers, architects, and other professionals, and the submission of preliminary applications and documentation, are hereby ratified, confirmed, and approved in all respects as the acts and deeds of the Company; and be it further
Resolution 10 — Governing Law
RESOLVED, that the Lease and the Transaction Documents to which the Company is a party shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of law principles, and that any disputes arising out of or in connection with the Lease or the Transaction Documents shall be submitted to the exclusive jurisdiction of the Supreme Court of the State of New York, County of New York, or, to the extent permitted by applicable law, the United States District Court for the Southern District of New York, and the officers of the Company are authorized to agree to such jurisdiction and venue provisions in the Transaction Documents.
[Remainder of page intentionally left blank; signature pages follow]
SIGNATURE PAGE TO UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF AURELIUS MEDIA HOLDINGS INC.
IN WITNESS WHEREOF, the undersigned, being all of the members of the Board of Directors of Aurelius Media Holdings Inc., have executed this Unanimous Written Consent as of July 13, 2023, effective as of such date.
This Unanimous Written Consent may be executed in one or more counterparts (including by facsimile or portable document format (PDF) transmission), each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Consent by facsimile or electronic transmission shall be equally effective as delivery of an original executed counterpart. This Consent shall be filed with the minutes of the proceedings of the Board of Directors of the Company and shall be effective as of the date first set forth above.
________________________________________
Name: Sir Geoffrey R. Thornton
Title: Director
Date: July 13, 2023
________________________________________
Name: Eleanora Voss
Title: Director
Date: July 13, 2023
________________________________________
Name: Tariq Nassar
Title: Director
Date: July 13, 2023
________________________________________
Name: Margaux Delacroix-Harrington
Title: Director
Date: July 13, 2023
________________________________________
Name: Jonathan P. Whitfield
Title: Director
Date: July 13, 2023
ATTESTATION
The undersigned, being the Secretary of Aurelius Media Holdings Inc., hereby attests that the foregoing Unanimous Written Consent has been duly executed by all of the members of the Board of Directors of the Company and is effective as of July 13, 2023.
________________________________________
Name: Claire Eversley
Title: Secretary, Aurelius Media Holdings Inc.
Date: July 13, 2023
SECRETARY'S CERTIFICATE
OF
AURELIUS MEDIA HOLDINGS INC.
I, Claire Eversley, do hereby certify that:
1.  I am the duly elected, qualified, and acting Secretary of Aurelius Media Holdings Inc., a corporation organized and existing under the laws of the State of Delaware, Delaware File No. 7318294 (the "Company"), and I am authorized to execute and deliver this certificate on behalf of the Company.
2.  Attached hereto as Annex A is a true, correct, and complete copy of the Unanimous Written Consent of the Board of Directors of the Company adopted as of July 13, 2023 (the "Consent"), approving, among other things, the Company's entry into an Agreement of Lease with Greystone Metropolitan Realty LLC for approximately 185,000 rentable square feet at 787 Seventh Avenue, New York, New York 10019, and related Transaction Documents.
3.  The Consent has been duly adopted by the unanimous written consent of all of the members of the Board of Directors of the Company in accordance with Section 141(f) of the Delaware General Corporation Law and Article III, Section 3.9 of the Company's Amended and Restated Bylaws.
4.  The resolutions set forth in the Consent have not been amended, modified, supplemented, revoked, or rescinded in any respect and remain in full force and effect as of the date of this certificate.
5.  The following persons have been duly elected or appointed to the offices set forth opposite their respective names, are duly qualified and currently serving in such capacities, and are authorized to act on behalf of the Company in connection with the Transaction Documents as "Authorized Officers" pursuant to the Consent:
6.  The Company is duly organized, validly existing, and in good standing under the laws of the State of Delaware, as evidenced by the Certificate of Good Standing issued by the Secretary of State of the State of Delaware, Delaware File No. 7318294, a copy of which has been provided to the Landlord under separate cover.
7.  This certificate is being delivered in connection with the closing of the transactions contemplated by the Agreement of Lease between the Company and Greystone Metropolitan Realty LLC, and the Landlord, Atlas Continental Bank, N.A., and their respective counsel may rely on this certificate.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of the Company as of this 13th day of July, 2023.
________________________________________
Name: Claire Eversley
Title: Secretary, Aurelius Media Holdings Inc.
Date: July 13, 2023
[CORPORATE SEAL]
Name | Office
Tariq Nassar | General Counsel of Aurelius Global Media Group PLC; Officer of the Company
Vivienne Caldwell | SVP, Global Real Estate & Facilities of Aurelius Global Media Group PLC; Officer of the Company
Eleanora Voss | CFO of Aurelius Global Media Group PLC; Officer of the Company

UNANIMOUS WRITTEN CONSENT

OF THE BOARD OF DIRECTORS

AURELIUS MEDIA HOLDINGS INC.

IN LIEU OF A SPECIAL MEETING

RECITALS

RESOLUTIONS

NOW, THEREFORE, BE IT:

ATTESTATION

SECRETARY'S CERTIFICATE

AURELIUS MEDIA HOLDINGS INC.

Record

Parties

Dates

Amounts