engagement-letter.docx

1017-00009 · Aurelius Global Media Group · Engagement

engagement-letter.docx DOCUMENT Real Estate

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CALDERWOOD & HARKNESS LLP Attorneys at Law 425 Park Avenue, 18th Floor New York, NY 10022 Telephone: (212) 554-8800 Facsimile: (212) 554-8801 www.calderwoodharkness.com

April 6, 2023

VIA EMAIL AND OVERNIGHT COURIER

Tariq Nassar, Esq. General Counsel Aurelius Global Media Group PLC 14 Cavendish Square London W1G 0DW United Kingdom

Re: Engagement of Calderwood & Harkness LLP — Negotiation and Documentation of Headquarters Lease at 787 Seventh Avenue, New York, NY 10019

Matter Number: 1017-00009

Dear Mr. Nassar:

We are pleased to confirm, by means of this engagement letter (this "Engagement Letter"), that Aurelius Global Media Group PLC ("Aurelius" or "AGMG") has engaged Calderwood & Harkness LLP ("Calderwood & Harkness," the "Firm," "we," or "us") to serve as its outside legal counsel in connection with the negotiation, documentation, and closing of a long-term headquarters office lease (the "Lease") at the building commonly known as Greystone Tower, located at 787 Seventh Avenue, New York, New York 10019 (the "Building"). The landlord under the Lease is Greystone Metropolitan Realty LLC, a Delaware limited liability company ("Landlord"). The tenant and lease signatory will be Aurelius Media Holdings Inc., a Delaware corporation and wholly-owned United States operating subsidiary of Aurelius Global Media Group PLC (the "Tenant"). This engagement is effective as of the date first written above, April 6, 2023.

This Engagement Letter is intended to set forth the terms and conditions under which Calderwood & Harkness will provide legal services in connection with the above-referenced matter. We ask that you review this letter carefully and, if the terms are acceptable, countersign and return a copy to us as described in Section 11 below.

1. Introduction and Engagement

As discussed in our meetings on March 28, 2023, and April 3, 2023, Calderwood & Harkness has been retained by Aurelius to represent it and its wholly-owned subsidiary, Aurelius Media Holdings Inc., in the negotiation, drafting, execution, and closing of the Lease for premises comprising approximately 185,000 rentable square feet across five contiguous floors (Floors 34 through 38) of the Building. The Lease is expected to have a term of fifteen (15) years and an aggregate deal value of approximately Ninety Million Dollars ($90,000,000) over the initial lease term.

The Landlord is Greystone Metropolitan Realty LLC, a Delaware limited liability company managed by Greystone Capital Advisors LLC, which serves as the operating entity for Greystone Capital Partners Fund VI LP. The Tenant, and signatory to the Lease, will be Aurelius Media Holdings Inc., a Delaware corporation, which is a wholly-owned US operating subsidiary of Aurelius Global Media Group PLC, a public limited company organized under the laws of England and Wales. In connection with the Lease, Aurelius Global Media Group PLC will execute a parent guaranty of the Tenant's obligations thereunder, as more fully described in Section 2 below.

We greatly appreciate Aurelius's confidence in Calderwood & Harkness and look forward to working closely with your legal department, your internal real estate team, and your advisory professionals to bring this transaction to a successful closing.

2. Scope of Representation

Calderwood & Harkness's representation of Aurelius in connection with this matter shall encompass the following activities and services (collectively, the "Scope of Work"):

a. Review and Analysis of Landlord's Draft Lease. We will conduct a thorough review and analysis of the initial draft lease to be submitted by the Landlord's counsel, Pemberton Locke & Strauss LLP, including all schedules, exhibits, and ancillary documents appended thereto. Our review will include a detailed summary memorandum to Aurelius identifying material business terms, areas of concern, and recommended modifications, as well as a comparison of the proposed lease terms against prevailing market standards for comparable Class A office lease transactions in Midtown Manhattan.

b. Negotiation of Lease Terms. We will negotiate, on behalf of Aurelius and the Tenant, all material and ancillary terms of the Lease, including without limitation:

(i) base rent, including any free rent or abatement periods;

(ii) rent escalation provisions, including fixed percentage escalations and any Consumer Price Index or other index-based adjustments;

(iii) operating expense and real estate tax pass-throughs, including base year calculations, exclusions from operating expenses, audit rights, and caps on controllable expenses;

(iv) the tenant improvement allowance, including the amount, disbursement mechanics, conditions to funding, and provisions regarding any excess or unused allowance;

(v) security deposit and/or letter of credit provisions, including the form, amount, burn-down schedule, and conditions to draw;

(vi) assignment and subletting provisions, including consent requirements, recapture rights, profit-sharing arrangements, and change of control provisions — the latter being of particular significance given Aurelius's status as a publicly traded company subject to potential merger, acquisition, or restructuring activity;

(vii) expansion options, including any right to lease additional floors within the Building, the terms and conditions governing the exercise of such options, and the applicable rental rates;

(viii) a right of first offer with respect to contiguous or proximate space within the Building, including the notice and response mechanics and the economic terms applicable to any such offer;

(ix) renewal options, including the number of renewal terms, the length of each renewal term, the method of determining fair market rent, and any dispute resolution procedures related thereto;

(x) casualty and condemnation provisions, including termination rights, abatement of rent, and restoration obligations;

(xi) default and remedies provisions, including cure periods, notice requirements, self-help rights, and limitations on landlord liability;

(xii) building rules and regulations, signage rights, access and security, and after-hours services; and

(xiii) any other terms and provisions as may arise during the course of negotiations.

c. Parent Guaranty. We will draft and negotiate the parent guaranty (the "Guaranty") to be executed by Aurelius Global Media Group PLC in favor of the Landlord, guaranteeing the Tenant's obligations under the Lease. The Guaranty is expected to be a "good-guy" guaranty customary in New York commercial leasing transactions, and we will seek to limit its scope, duration, and triggering events in a manner consistent with Aurelius's risk tolerance and corporate governance requirements.

d. Subordination, Non-Disturbance and Attornment Agreement (SNDA). We will negotiate, on behalf of Aurelius and the Tenant, a Subordination, Non-Disturbance and Attornment Agreement ("SNDA") with the Building's existing first mortgage lender, Atlas Continental Bank, N.A. ("Lender"), and its counsel, Halsted & Brinkley LLP. The SNDA is a critical tenant protection, and we will seek to ensure that it provides robust non-disturbance protections in the event of a foreclosure or deed-in-lieu transaction, preserves the Tenant's rights under the Lease (including, without limitation, the tenant improvement allowance, expansion options, and renewal options), and limits the Tenant's attornment obligations to commercially reasonable terms.

e. Title and Survey Review. We will review the title commitment to be issued by Commonwealth Fidelity Title Insurance Co. (the "Title Company") and the most recent ALTA survey of the Building, identify any title exceptions, encumbrances, or survey matters that may adversely affect the Tenant's leasehold interest, and coordinate with the Title Company regarding the issuance of a leasehold title insurance policy and any endorsements reasonably required by Aurelius or its lenders. This review will include an analysis of any restrictive covenants, easements, liens, or other matters of record that may impact Aurelius's intended use and occupancy of the premises.

f. Environmental Review. We will review the Phase I Environmental Site Assessment prepared for the Building and identify any recognized environmental conditions, historical recognized environmental conditions, or controlled recognized environmental conditions that may affect Aurelius's decision to proceed with the Lease or that may warrant additional investigation, environmental insurance, or indemnification provisions in the Lease.

g. Zoning Compliance. We will review applicable zoning regulations and any certificates of occupancy or letters of no objection to confirm that the Tenant's intended use of the premises — as general office space, studio and production space, and ancillary uses consistent with a global media, entertainment, and e-commerce headquarters — is permitted under the New York City Zoning Resolution and any applicable restrictive declarations or special permits affecting the Building.

h. Closing Deliverables. We will prepare, review, and coordinate all closing deliverables required in connection with the execution and delivery of the Lease, including without limitation:

(i) resolutions of the board of directors of Aurelius Media Holdings Inc. authorizing the execution and delivery of the Lease;

(ii) resolutions of the board of directors (or other appropriate governing body) of Aurelius Global Media Group PLC authorizing the execution and delivery of the Guaranty;

(iii) officer's certificates of the Tenant and the Guarantor;

(iv) good standing certificates for the Tenant from the Delaware Secretary of State and the New York Department of State;

(v) the letter of credit to be issued in favor of the Landlord, including review and negotiation of the form of letter of credit and coordination with Aurelius's banking institution;

(vi) certificates of insurance evidencing the Tenant's compliance with the insurance requirements of the Lease; and

(vii) any other deliverables as may be reasonably required by the Landlord, the Lender, or the Title Company.

i. Coordination with Aurelius's Internal Team and Advisors. Throughout the course of the engagement, we will coordinate closely with Aurelius's internal team, including Vivienne Caldwell, Senior Vice President, Global Real Estate & Facilities, and with Aurelius's tenant broker, Blackmoor Advisory Group LLC, to ensure alignment on business terms, negotiation strategy, and transaction timing.

j. Confirmation of Commencement and Post-Closing Matters. Following execution of the Lease, we will coordinate the confirmation of the commencement date and the rent commencement date, review any commencement date agreement or memorandum to be executed by the parties, and assist with such post-closing matters as may be reasonably necessary to finalize the transaction.

Approximate Deal Parameters. For reference, the approximate parameters of the contemplated transaction are as follows: approximately 185,000 rentable square feet across five contiguous floors (Floors 34 through 38) of the Building; a fifteen (15)-year initial lease term; and an aggregate deal value of approximately Ninety Million Dollars ($90,000,000) over the initial lease term.

Exclusions from Scope. It is understood and agreed that the Scope of Work described above does not include: (a) tax advice, including federal, state, local, or foreign tax planning or compliance; (b) regulatory filings outside of the State of New York; (c) United Kingdom corporate governance matters, including compliance with the UK Companies Act 2006, the Financial Conduct Authority Listing Rules, the UK Corporate Governance Code, or any other UK regulatory requirements; or (d) construction, architectural, or engineering services of any kind. Should any such matters arise during the course of the engagement, we will promptly advise you and, if requested, assist in identifying and retaining appropriate advisors.

3. Engagement Team

The following attorneys have been assigned to this engagement and will constitute the core engagement team:

Douglas Fairchild, Partner, Real Estate Department, will serve as the Responsible Partner on this matter. Mr. Fairchild will be the primary point of contact for the client and will be responsible for overall supervision and strategic direction of the engagement, including direct participation in key negotiation sessions and review of all material transaction documents. Mr. Fairchild has extensive experience in the negotiation of major commercial leases in New York City and has represented numerous multinational tenants in comparable headquarters lease transactions.

Angela Fontaine, Partner, Real Estate Department, will serve as the Billing Partner on this matter. Ms. Fontaine will be responsible for billing, budgeting, and financial administration of the engagement, including the preparation and review of monthly invoices and the monitoring of fees and disbursements against the budget established for this matter.

Rafael Dominguez, Associate, Real Estate Department, will serve as the Lead Associate on this matter. Mr. Dominguez will be responsible for the day-to-day management of the lease negotiation, including the preparation and review of lease markups, due diligence coordination, and drafting of ancillary transaction documents such as the Guaranty, the SNDA, and the closing deliverables described in Section 2 above.

Cynthia Ho, Associate, Real Estate Department, will serve as a Working Associate on this matter. Ms. Ho will support the engagement team in connection with due diligence matters, including title and survey review, zoning compliance analysis, environmental review, and research, as well as the preparation of ancillary documents and correspondence.

We may, from time to time, assign additional attorneys, paralegals, or other professional staff to this engagement as reasonably necessary to ensure the efficient and timely completion of the Scope of Work. In such event, we will notify you of any such additions and their applicable billing rates.

4. Estimated Fees and Billing Rates

Based on our current understanding of the transaction, including the approximate deal parameters described in Section 2 above, we estimate that total legal fees for this engagement will be in the range of Four Hundred Seventy-Five Thousand Dollars ($475,000) to Five Hundred Seventy-Five Thousand Dollars ($575,000), exclusive of disbursements. This estimate reflects our assumptions regarding, among other things: (a) the number of lease drafts and redlines that will be exchanged between the parties; (b) the complexity of the SNDA negotiation with Atlas Continental Bank, N.A. and its counsel, Halsted & Brinkley LLP; (c) the scope of title review, endorsement negotiations, and leasehold title insurance procurement with Commonwealth Fidelity Title Insurance Co.; and (d) the preparation and negotiation of closing deliverables.

This estimate is provided for budgeting purposes and is not a fixed fee, cap, or guarantee. The actual fees incurred may be higher or lower than the estimated range depending on the nature and complexity of the issues that arise during the course of the engagement. We will endeavor to keep you informed of the status of fees on a regular basis and will promptly notify you if circumstances arise that we believe may cause the actual fees to materially exceed the upper end of the estimated range. Such circumstances may include, by way of example but not limitation, unanticipated litigation or threatened litigation relating to the premises, previously undisclosed regulatory or environmental issues, material expansion of the scope of due diligence, or other significant changes to the scope or complexity of the engagement.

The current billing rates (effective January 1, 2023) for attorneys and professional staff assigned to this matter are as follows:

Billing rates are subject to annual adjustment, typically effective each January 1. We will provide advance written notice to Aurelius of any changes to the billing rates applicable to this engagement.

Invoices will be rendered on a monthly basis and will include a detailed description of the services performed by each timekeeper, the time expended, and the applicable billing rate. Each invoice shall be payable within thirty (30) days of receipt. Invoices not paid within such period shall bear interest at the rate of one percent (1%) per month or the maximum rate permitted by applicable law, whichever is less.

Disbursements incurred in connection with this engagement — including, without limitation, filing fees, title search charges, recording fees, messenger and courier charges, travel expenses, photocopying and printing costs, and charges for computerized legal research — will be billed at the Firm's actual cost, without markup, and will appear as separate line items on each monthly invoice.

5. Client Identification

For purposes of this engagement, the "client" is Aurelius Global Media Group PLC, a public limited company organized under the laws of England and Wales. Calderwood & Harkness will also represent the interests of Aurelius Media Holdings Inc., the Tenant and lease signatory, in connection with the negotiation, documentation, and closing of the Lease. The parties acknowledge and agree, however, that Aurelius Global Media Group PLC is the contracting party for purposes of this Engagement Letter and shall be responsible for the payment of all fees and disbursements incurred in connection with this engagement.

All communications regarding this engagement, including invoices, status reports, and substantive correspondence, should be directed to:

Tariq Nassar, Esq. General Counsel Aurelius Global Media Group PLC 14 Cavendish Square London W1G 0DW, United Kingdom

Email: t.nassar@aureliusmedia.com

Unless otherwise instructed in writing by Mr. Nassar, we will treat Mr. Nassar as the authorized representative of Aurelius for all purposes relating to this engagement, including the giving and receiving of instructions, consents, and approvals. We understand that Mr. Nassar may, from time to time, designate additional individuals within the Aurelius organization to serve as points of contact on specific issues, including Vivienne Caldwell, SVP, Global Real Estate & Facilities, with respect to business and operational matters relating to the premises.

6. Opposing Parties and Adverse Counsel

For purposes of this engagement, the parties adverse to or in a counterparty relationship with Aurelius and the Tenant are as follows:

Landlord: Greystone Metropolitan Realty LLC, a Delaware limited liability company, managed by Greystone Capital Advisors LLC and serving as the operating entity for Greystone Capital Partners Fund VI LP.

Landlord's Counsel: Pemberton Locke & Strauss LLP (lead partner: Diane Ashford, Esq.).

First Mortgage Lender: Atlas Continental Bank, N.A., a national banking association.

Lender's Counsel: Halsted & Brinkley LLP (lead partner: Thomas Brinkley, Esq.).

Calderwood & Harkness has conducted a thorough conflicts check with respect to the foregoing parties and their known affiliates, as documented in the Firm's internal Conflict Check Memorandum dated April 5, 2023. Based on that review, we have identified no conflicts of interest that would preclude or limit our representation of Aurelius in connection with this engagement. In the event that a conflict or potential conflict of interest is subsequently identified, we will promptly notify you and take such steps as may be required under the applicable rules of professional conduct, including, if necessary, seeking your informed written consent to the continuation of our representation or withdrawing from the engagement.

7. Confidentiality

Calderwood & Harkness will maintain the confidentiality of all information, documents, and materials received from or on behalf of Aurelius in connection with this engagement, in strict accordance with the New York Rules of Professional Conduct and all other applicable rules and regulations governing the attorney-client relationship. We will not disclose any such information to any third party without Aurelius's prior consent, except as may be required by law, court order, or regulatory authority.

Notwithstanding the foregoing, Aurelius acknowledges and agrees that, in the ordinary course of the transaction, it may be necessary or appropriate for Calderwood & Harkness to disclose certain information to third parties involved in the transaction, including Commonwealth Fidelity Title Insurance Co. (the Title Company), the environmental consultant engaged by Aurelius, Blackmoor Advisory Group LLC (Aurelius's tenant broker), and such other parties as may be reasonably necessary to advance the transaction. Any such disclosure will be made only to the extent reasonably necessary and, where practicable, subject to appropriate confidentiality protections.

The attorney-client privilege and work product doctrine protections applicable to communications and materials generated in connection with this engagement belong to Aurelius, and no waiver of such protections shall be deemed to have occurred by virtue of any disclosure authorized under this Section 7 or otherwise made with Aurelius's consent.

8. Document Retention

Upon the conclusion of this matter, Calderwood & Harkness will transmit to Aurelius all original executed documents in our possession relating to the engagement, including the original executed Lease, the Guaranty, the SNDA, and all closing deliverables. The Firm will retain copies of such documents, together with our internal work product, correspondence, and file materials, in accordance with Calderwood & Harkness's Document Retention Policy, a copy of which is available upon request.

Under the Firm's current policy, client matter files are retained for a period of ten (10) years following the conclusion of the engagement, after which they are securely destroyed unless the client requests return of the file or provides written instructions regarding alternative disposition. We encourage you to notify us promptly if you have any specific document retention requirements or preferences that differ from the Firm's standard policy.

Aurelius acknowledges and agrees that Calderwood & Harkness shall have no obligation to retain any documents beyond the period specified in the Firm's Document Retention Policy, and that the Firm shall not be liable for the loss or destruction of any documents that have been retained in accordance with such policy.

9. Governing Law and Dispute Resolution

This Engagement Letter, and the rights and obligations of the parties hereunder, shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles. Any dispute, claim, or controversy arising out of or relating to this Engagement Letter, or the breach, termination, enforcement, interpretation, or validity thereof, shall be resolved exclusively in the courts of the State of New York, specifically the New York State Supreme Court, County of New York, and each party hereby consents to the personal jurisdiction of such courts and waives any objection to venue therein.

10. Termination

Either party may terminate this engagement at any time upon written notice to the other party. In the event that Aurelius terminates this engagement, Aurelius shall remain responsible for the payment of all fees for services rendered and disbursements incurred through the effective date of termination, as reflected in a final invoice to be rendered by Calderwood & Harkness promptly following termination.

In the event that Calderwood & Harkness terminates this engagement, the Firm will provide reasonable advance notice to Aurelius and will take all steps reasonably necessary to avoid prejudice to Aurelius's interests, including cooperation in the orderly transition of the matter to successor counsel designated by Aurelius. Calderwood & Harkness's termination of the engagement shall be subject to any applicable requirements of the New York Rules of Professional Conduct and, where required, the approval of any court of competent jurisdiction.

Upon termination of this engagement by either party, Calderwood & Harkness will, upon request, promptly deliver to Aurelius or its designated successor counsel all documents, files, and materials in our possession belonging to Aurelius, subject to the Firm's right to retain copies of such documents for its records and in accordance with its Document Retention Policy.

11. Acceptance and Execution

If the foregoing terms and conditions are acceptable to Aurelius, we respectfully request that you signify your agreement by executing this Engagement Letter in the space indicated below and returning a signed copy to the undersigned at your earliest convenience. A countersigned copy may be returned by email (in PDF format) to douglas.fairchild@calderwoodharkness.com, with a hard copy to follow by mail or courier.

We are genuinely grateful for the opportunity to represent Aurelius Global Media Group PLC in connection with this important transaction. We are confident that the Greystone Tower lease will provide an outstanding headquarters location for Aurelius's expanding US operations, and we look forward to working with you and your team to achieve the best possible outcome.

Should you have any questions regarding this Engagement Letter or any aspect of the engagement, please do not hesitate to contact me directly at (212) 554-8812 or douglas.fairchild@calderwoodharkness.com.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Douglas Fairchild

Title: Partner, Real Estate Department

Calderwood & Harkness LLP 425 Park Avenue, 18th Floor New York, NY 10022

AGREED AND ACCEPTED:

The undersigned, on behalf of Aurelius Global Media Group PLC, hereby confirms agreement to the terms and conditions of this Engagement Letter as set forth above.

AURELIUS GLOBAL MEDIA GROUP PLC

By: ________

Name: Tariq Nassar, Esq.

Title: General Counsel

Aurelius Global Media Group PLC 14 Cavendish Square London W1G 0DW, United Kingdom

Date: ________

cc:

Angela Fontaine, Partner, Real Estate Department, Calderwood & Harkness LLP

Vivienne Caldwell, Senior Vice President, Global Real Estate & Facilities, Aurelius Global Media Group PLC

Timekeeper	Position	Billing Rate
Douglas Fairchild	Partner	$1,450 per hour
Angela Fontaine	Partner	$1,450 per hour
Rafael Dominguez	Associate	$895 per hour
Cynthia Ho	Associate	$895 per hour
Paralegals / Legal Assistants	Staff	$375 per hour

CALDERWOOD & HARKNESS LLP Attorneys at Law 425 Park Avenue, 18th Floor New York, NY 10022 Telephone: (212) 554-8800 Facsimile: (212) 554-8801 www.calderwoodharkness.com
April 6, 2023
VIA EMAIL AND OVERNIGHT COURIER
Tariq Nassar, Esq. General Counsel Aurelius Global Media Group PLC 14 Cavendish Square London W1G 0DW United Kingdom
Re: Engagement of Calderwood & Harkness LLP — Negotiation and Documentation of Headquarters Lease at 787 Seventh Avenue, New York, NY 10019
Matter Number: 1017-00009
Dear Mr. Nassar:
We are pleased to confirm, by means of this engagement letter (this "Engagement Letter"), that Aurelius Global Media Group PLC ("Aurelius" or "AGMG") has engaged Calderwood & Harkness LLP ("Calderwood & Harkness," the "Firm," "we," or "us") to serve as its outside legal counsel in connection with the negotiation, documentation, and closing of a long-term headquarters office lease (the "Lease") at the building commonly known as Greystone Tower, located at 787 Seventh Avenue, New York, New York 10019 (the "Building"). The landlord under the Lease is Greystone Metropolitan Realty LLC, a Delaware limited liability company ("Landlord"). The tenant and lease signatory will be Aurelius Media Holdings Inc., a Delaware corporation and wholly-owned United States operating subsidiary of Aurelius Global Media Group PLC (the "Tenant"). This engagement is effective as of the date first written above, April 6, 2023.
This Engagement Letter is intended to set forth the terms and conditions under which Calderwood & Harkness will provide legal services in connection with the above-referenced matter. We ask that you review this letter carefully and, if the terms are acceptable, countersign and return a copy to us as described in Section 11 below.
1. Introduction and Engagement
As discussed in our meetings on March 28, 2023, and April 3, 2023, Calderwood & Harkness has been retained by Aurelius to represent it and its wholly-owned subsidiary, Aurelius Media Holdings Inc., in the negotiation, drafting, execution, and closing of the Lease for premises comprising approximately 185,000 rentable square feet across five contiguous floors (Floors 34 through 38) of the Building. The Lease is expected to have a term of fifteen (15) years and an aggregate deal value of approximately Ninety Million Dollars ($90,000,000) over the initial lease term.
The Landlord is Greystone Metropolitan Realty LLC, a Delaware limited liability company managed by Greystone Capital Advisors LLC, which serves as the operating entity for Greystone Capital Partners Fund VI LP. The Tenant, and signatory to the Lease, will be Aurelius Media Holdings Inc., a Delaware corporation, which is a wholly-owned US operating subsidiary of Aurelius Global Media Group PLC, a public limited company organized under the laws of England and Wales. In connection with the Lease, Aurelius Global Media Group PLC will execute a parent guaranty of the Tenant's obligations thereunder, as more fully described in Section 2 below.
We greatly appreciate Aurelius's confidence in Calderwood & Harkness and look forward to working closely with your legal department, your internal real estate team, and your advisory professionals to bring this transaction to a successful closing.
2. Scope of Representation
Calderwood & Harkness's representation of Aurelius in connection with this matter shall encompass the following activities and services (collectively, the "Scope of Work"):
a. Review and Analysis of Landlord's Draft Lease. We will conduct a thorough review and analysis of the initial draft lease to be submitted by the Landlord's counsel, Pemberton Locke & Strauss LLP, including all schedules, exhibits, and ancillary documents appended thereto. Our review will include a detailed summary memorandum to Aurelius identifying material business terms, areas of concern, and recommended modifications, as well as a comparison of the proposed lease terms against prevailing market standards for comparable Class A office lease transactions in Midtown Manhattan.
b. Negotiation of Lease Terms. We will negotiate, on behalf of Aurelius and the Tenant, all material and ancillary terms of the Lease, including without limitation:
(i) base rent, including any free rent or abatement periods;
(ii) rent escalation provisions, including fixed percentage escalations and any Consumer Price Index or other index-based adjustments;
(iii) operating expense and real estate tax pass-throughs, including base year calculations, exclusions from operating expenses, audit rights, and caps on controllable expenses;
(iv) the tenant improvement allowance, including the amount, disbursement mechanics, conditions to funding, and provisions regarding any excess or unused allowance;
(v) security deposit and/or letter of credit provisions, including the form, amount, burn-down schedule, and conditions to draw;
(vi) assignment and subletting provisions, including consent requirements, recapture rights, profit-sharing arrangements, and change of control provisions — the latter being of particular significance given Aurelius's status as a publicly traded company subject to potential merger, acquisition, or restructuring activity;
(vii) expansion options, including any right to lease additional floors within the Building, the terms and conditions governing the exercise of such options, and the applicable rental rates;
(viii) a right of first offer with respect to contiguous or proximate space within the Building, including the notice and response mechanics and the economic terms applicable to any such offer;
(ix) renewal options, including the number of renewal terms, the length of each renewal term, the method of determining fair market rent, and any dispute resolution procedures related thereto;
(x) casualty and condemnation provisions, including termination rights, abatement of rent, and restoration obligations;
(xi) default and remedies provisions, including cure periods, notice requirements, self-help rights, and limitations on landlord liability;
(xii) building rules and regulations, signage rights, access and security, and after-hours services; and
(xiii) any other terms and provisions as may arise during the course of negotiations.
c. Parent Guaranty. We will draft and negotiate the parent guaranty (the "Guaranty") to be executed by Aurelius Global Media Group PLC in favor of the Landlord, guaranteeing the Tenant's obligations under the Lease. The Guaranty is expected to be a "good-guy" guaranty customary in New York commercial leasing transactions, and we will seek to limit its scope, duration, and triggering events in a manner consistent with Aurelius's risk tolerance and corporate governance requirements.
d. Subordination, Non-Disturbance and Attornment Agreement (SNDA). We will negotiate, on behalf of Aurelius and the Tenant, a Subordination, Non-Disturbance and Attornment Agreement ("SNDA") with the Building's existing first mortgage lender, Atlas Continental Bank, N.A. ("Lender"), and its counsel, Halsted & Brinkley LLP. The SNDA is a critical tenant protection, and we will seek to ensure that it provides robust non-disturbance protections in the event of a foreclosure or deed-in-lieu transaction, preserves the Tenant's rights under the Lease (including, without limitation, the tenant improvement allowance, expansion options, and renewal options), and limits the Tenant's attornment obligations to commercially reasonable terms.
e. Title and Survey Review. We will review the title commitment to be issued by Commonwealth Fidelity Title Insurance Co. (the "Title Company") and the most recent ALTA survey of the Building, identify any title exceptions, encumbrances, or survey matters that may adversely affect the Tenant's leasehold interest, and coordinate with the Title Company regarding the issuance of a leasehold title insurance policy and any endorsements reasonably required by Aurelius or its lenders. This review will include an analysis of any restrictive covenants, easements, liens, or other matters of record that may impact Aurelius's intended use and occupancy of the premises.
f. Environmental Review. We will review the Phase I Environmental Site Assessment prepared for the Building and identify any recognized environmental conditions, historical recognized environmental conditions, or controlled recognized environmental conditions that may affect Aurelius's decision to proceed with the Lease or that may warrant additional investigation, environmental insurance, or indemnification provisions in the Lease.
g. Zoning Compliance. We will review applicable zoning regulations and any certificates of occupancy or letters of no objection to confirm that the Tenant's intended use of the premises — as general office space, studio and production space, and ancillary uses consistent with a global media, entertainment, and e-commerce headquarters — is permitted under the New York City Zoning Resolution and any applicable restrictive declarations or special permits affecting the Building.
h. Closing Deliverables. We will prepare, review, and coordinate all closing deliverables required in connection with the execution and delivery of the Lease, including without limitation:
(i) resolutions of the board of directors of Aurelius Media Holdings Inc. authorizing the execution and delivery of the Lease;
(ii) resolutions of the board of directors (or other appropriate governing body) of Aurelius Global Media Group PLC authorizing the execution and delivery of the Guaranty;
(iii) officer's certificates of the Tenant and the Guarantor;
(iv) good standing certificates for the Tenant from the Delaware Secretary of State and the New York Department of State;
(v) the letter of credit to be issued in favor of the Landlord, including review and negotiation of the form of letter of credit and coordination with Aurelius's banking institution;
(vi) certificates of insurance evidencing the Tenant's compliance with the insurance requirements of the Lease; and
(vii) any other deliverables as may be reasonably required by the Landlord, the Lender, or the Title Company.
i. Coordination with Aurelius's Internal Team and Advisors. Throughout the course of the engagement, we will coordinate closely with Aurelius's internal team, including Vivienne Caldwell, Senior Vice President, Global Real Estate & Facilities, and with Aurelius's tenant broker, Blackmoor Advisory Group LLC, to ensure alignment on business terms, negotiation strategy, and transaction timing.
j. Confirmation of Commencement and Post-Closing Matters. Following execution of the Lease, we will coordinate the confirmation of the commencement date and the rent commencement date, review any commencement date agreement or memorandum to be executed by the parties, and assist with such post-closing matters as may be reasonably necessary to finalize the transaction.
Approximate Deal Parameters. For reference, the approximate parameters of the contemplated transaction are as follows: approximately 185,000 rentable square feet across five contiguous floors (Floors 34 through 38) of the Building; a fifteen (15)-year initial lease term; and an aggregate deal value of approximately Ninety Million Dollars ($90,000,000) over the initial lease term.
Exclusions from Scope. It is understood and agreed that the Scope of Work described above does not include: (a) tax advice, including federal, state, local, or foreign tax planning or compliance; (b) regulatory filings outside of the State of New York; (c) United Kingdom corporate governance matters, including compliance with the UK Companies Act 2006, the Financial Conduct Authority Listing Rules, the UK Corporate Governance Code, or any other UK regulatory requirements; or (d) construction, architectural, or engineering services of any kind. Should any such matters arise during the course of the engagement, we will promptly advise you and, if requested, assist in identifying and retaining appropriate advisors.
3. Engagement Team
The following attorneys have been assigned to this engagement and will constitute the core engagement team:
Douglas Fairchild, Partner, Real Estate Department, will serve as the Responsible Partner on this matter. Mr. Fairchild will be the primary point of contact for the client and will be responsible for overall supervision and strategic direction of the engagement, including direct participation in key negotiation sessions and review of all material transaction documents. Mr. Fairchild has extensive experience in the negotiation of major commercial leases in New York City and has represented numerous multinational tenants in comparable headquarters lease transactions.
Angela Fontaine, Partner, Real Estate Department, will serve as the Billing Partner on this matter. Ms. Fontaine will be responsible for billing, budgeting, and financial administration of the engagement, including the preparation and review of monthly invoices and the monitoring of fees and disbursements against the budget established for this matter.
Rafael Dominguez, Associate, Real Estate Department, will serve as the Lead Associate on this matter. Mr. Dominguez will be responsible for the day-to-day management of the lease negotiation, including the preparation and review of lease markups, due diligence coordination, and drafting of ancillary transaction documents such as the Guaranty, the SNDA, and the closing deliverables described in Section 2 above.
Cynthia Ho, Associate, Real Estate Department, will serve as a Working Associate on this matter. Ms. Ho will support the engagement team in connection with due diligence matters, including title and survey review, zoning compliance analysis, environmental review, and research, as well as the preparation of ancillary documents and correspondence.
We may, from time to time, assign additional attorneys, paralegals, or other professional staff to this engagement as reasonably necessary to ensure the efficient and timely completion of the Scope of Work. In such event, we will notify you of any such additions and their applicable billing rates.
4. Estimated Fees and Billing Rates
Based on our current understanding of the transaction, including the approximate deal parameters described in Section 2 above, we estimate that total legal fees for this engagement will be in the range of Four Hundred Seventy-Five Thousand Dollars ($475,000) to Five Hundred Seventy-Five Thousand Dollars ($575,000), exclusive of disbursements. This estimate reflects our assumptions regarding, among other things: (a) the number of lease drafts and redlines that will be exchanged between the parties; (b) the complexity of the SNDA negotiation with Atlas Continental Bank, N.A. and its counsel, Halsted & Brinkley LLP; (c) the scope of title review, endorsement negotiations, and leasehold title insurance procurement with Commonwealth Fidelity Title Insurance Co.; and (d) the preparation and negotiation of closing deliverables.
This estimate is provided for budgeting purposes and is not a fixed fee, cap, or guarantee. The actual fees incurred may be higher or lower than the estimated range depending on the nature and complexity of the issues that arise during the course of the engagement. We will endeavor to keep you informed of the status of fees on a regular basis and will promptly notify you if circumstances arise that we believe may cause the actual fees to materially exceed the upper end of the estimated range. Such circumstances may include, by way of example but not limitation, unanticipated litigation or threatened litigation relating to the premises, previously undisclosed regulatory or environmental issues, material expansion of the scope of due diligence, or other significant changes to the scope or complexity of the engagement.
The current billing rates (effective January 1, 2023) for attorneys and professional staff assigned to this matter are as follows:
Billing rates are subject to annual adjustment, typically effective each January 1. We will provide advance written notice to Aurelius of any changes to the billing rates applicable to this engagement.
Invoices will be rendered on a monthly basis and will include a detailed description of the services performed by each timekeeper, the time expended, and the applicable billing rate. Each invoice shall be payable within thirty (30) days of receipt. Invoices not paid within such period shall bear interest at the rate of one percent (1%) per month or the maximum rate permitted by applicable law, whichever is less.
Disbursements incurred in connection with this engagement — including, without limitation, filing fees, title search charges, recording fees, messenger and courier charges, travel expenses, photocopying and printing costs, and charges for computerized legal research — will be billed at the Firm's actual cost, without markup, and will appear as separate line items on each monthly invoice.
5. Client Identification
For purposes of this engagement, the "client" is Aurelius Global Media Group PLC, a public limited company organized under the laws of England and Wales. Calderwood & Harkness will also represent the interests of Aurelius Media Holdings Inc., the Tenant and lease signatory, in connection with the negotiation, documentation, and closing of the Lease. The parties acknowledge and agree, however, that Aurelius Global Media Group PLC is the contracting party for purposes of this Engagement Letter and shall be responsible for the payment of all fees and disbursements incurred in connection with this engagement.
All communications regarding this engagement, including invoices, status reports, and substantive correspondence, should be directed to:
Tariq Nassar, Esq. General Counsel Aurelius Global Media Group PLC 14 Cavendish Square London W1G 0DW, United Kingdom
Email: t.nassar@aureliusmedia.com
Unless otherwise instructed in writing by Mr. Nassar, we will treat Mr. Nassar as the authorized representative of Aurelius for all purposes relating to this engagement, including the giving and receiving of instructions, consents, and approvals. We understand that Mr. Nassar may, from time to time, designate additional individuals within the Aurelius organization to serve as points of contact on specific issues, including Vivienne Caldwell, SVP, Global Real Estate & Facilities, with respect to business and operational matters relating to the premises.
6. Opposing Parties and Adverse Counsel
For purposes of this engagement, the parties adverse to or in a counterparty relationship with Aurelius and the Tenant are as follows:
Landlord: Greystone Metropolitan Realty LLC, a Delaware limited liability company, managed by Greystone Capital Advisors LLC and serving as the operating entity for Greystone Capital Partners Fund VI LP.
Landlord's Counsel: Pemberton Locke & Strauss LLP (lead partner: Diane Ashford, Esq.).
First Mortgage Lender: Atlas Continental Bank, N.A., a national banking association.
Lender's Counsel: Halsted & Brinkley LLP (lead partner: Thomas Brinkley, Esq.).
Calderwood & Harkness has conducted a thorough conflicts check with respect to the foregoing parties and their known affiliates, as documented in the Firm's internal Conflict Check Memorandum dated April 5, 2023. Based on that review, we have identified no conflicts of interest that would preclude or limit our representation of Aurelius in connection with this engagement. In the event that a conflict or potential conflict of interest is subsequently identified, we will promptly notify you and take such steps as may be required under the applicable rules of professional conduct, including, if necessary, seeking your informed written consent to the continuation of our representation or withdrawing from the engagement.
7. Confidentiality
Calderwood & Harkness will maintain the confidentiality of all information, documents, and materials received from or on behalf of Aurelius in connection with this engagement, in strict accordance with the New York Rules of Professional Conduct and all other applicable rules and regulations governing the attorney-client relationship. We will not disclose any such information to any third party without Aurelius's prior consent, except as may be required by law, court order, or regulatory authority.
Notwithstanding the foregoing, Aurelius acknowledges and agrees that, in the ordinary course of the transaction, it may be necessary or appropriate for Calderwood & Harkness to disclose certain information to third parties involved in the transaction, including Commonwealth Fidelity Title Insurance Co. (the Title Company), the environmental consultant engaged by Aurelius, Blackmoor Advisory Group LLC (Aurelius's tenant broker), and such other parties as may be reasonably necessary to advance the transaction. Any such disclosure will be made only to the extent reasonably necessary and, where practicable, subject to appropriate confidentiality protections.
The attorney-client privilege and work product doctrine protections applicable to communications and materials generated in connection with this engagement belong to Aurelius, and no waiver of such protections shall be deemed to have occurred by virtue of any disclosure authorized under this Section 7 or otherwise made with Aurelius's consent.
8. Document Retention
Upon the conclusion of this matter, Calderwood & Harkness will transmit to Aurelius all original executed documents in our possession relating to the engagement, including the original executed Lease, the Guaranty, the SNDA, and all closing deliverables. The Firm will retain copies of such documents, together with our internal work product, correspondence, and file materials, in accordance with Calderwood & Harkness's Document Retention Policy, a copy of which is available upon request.
Under the Firm's current policy, client matter files are retained for a period of ten (10) years following the conclusion of the engagement, after which they are securely destroyed unless the client requests return of the file or provides written instructions regarding alternative disposition. We encourage you to notify us promptly if you have any specific document retention requirements or preferences that differ from the Firm's standard policy.
Aurelius acknowledges and agrees that Calderwood & Harkness shall have no obligation to retain any documents beyond the period specified in the Firm's Document Retention Policy, and that the Firm shall not be liable for the loss or destruction of any documents that have been retained in accordance with such policy.
9. Governing Law and Dispute Resolution
This Engagement Letter, and the rights and obligations of the parties hereunder, shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles. Any dispute, claim, or controversy arising out of or relating to this Engagement Letter, or the breach, termination, enforcement, interpretation, or validity thereof, shall be resolved exclusively in the courts of the State of New York, specifically the New York State Supreme Court, County of New York, and each party hereby consents to the personal jurisdiction of such courts and waives any objection to venue therein.
10. Termination
Either party may terminate this engagement at any time upon written notice to the other party. In the event that Aurelius terminates this engagement, Aurelius shall remain responsible for the payment of all fees for services rendered and disbursements incurred through the effective date of termination, as reflected in a final invoice to be rendered by Calderwood & Harkness promptly following termination.
In the event that Calderwood & Harkness terminates this engagement, the Firm will provide reasonable advance notice to Aurelius and will take all steps reasonably necessary to avoid prejudice to Aurelius's interests, including cooperation in the orderly transition of the matter to successor counsel designated by Aurelius. Calderwood & Harkness's termination of the engagement shall be subject to any applicable requirements of the New York Rules of Professional Conduct and, where required, the approval of any court of competent jurisdiction.
Upon termination of this engagement by either party, Calderwood & Harkness will, upon request, promptly deliver to Aurelius or its designated successor counsel all documents, files, and materials in our possession belonging to Aurelius, subject to the Firm's right to retain copies of such documents for its records and in accordance with its Document Retention Policy.
11. Acceptance and Execution
If the foregoing terms and conditions are acceptable to Aurelius, we respectfully request that you signify your agreement by executing this Engagement Letter in the space indicated below and returning a signed copy to the undersigned at your earliest convenience. A countersigned copy may be returned by email (in PDF format) to douglas.fairchild@calderwoodharkness.com, with a hard copy to follow by mail or courier.
We are genuinely grateful for the opportunity to represent Aurelius Global Media Group PLC in connection with this important transaction. We are confident that the Greystone Tower lease will provide an outstanding headquarters location for Aurelius's expanding US operations, and we look forward to working with you and your team to achieve the best possible outcome.
Should you have any questions regarding this Engagement Letter or any aspect of the engagement, please do not hesitate to contact me directly at (212) 554-8812 or douglas.fairchild@calderwoodharkness.com.
Very truly yours,
CALDERWOOD & HARKNESS LLP
CALDERWOOD & HARKNESS LLP
By: ________
Name: Douglas Fairchild
Title: Partner, Real Estate Department
Calderwood & Harkness LLP 425 Park Avenue, 18th Floor New York, NY 10022
AGREED AND ACCEPTED:
The undersigned, on behalf of Aurelius Global Media Group PLC, hereby confirms agreement to the terms and conditions of this Engagement Letter as set forth above.
AURELIUS GLOBAL MEDIA GROUP PLC
By: ________
Name: Tariq Nassar, Esq.
Title: General Counsel
Aurelius Global Media Group PLC 14 Cavendish Square London W1G 0DW, United Kingdom
Date: ________
cc:
Angela Fontaine, Partner, Real Estate Department, Calderwood & Harkness LLP
Vivienne Caldwell, Senior Vice President, Global Real Estate & Facilities, Aurelius Global Media Group PLC
Timekeeper | Position | Billing Rate
Douglas Fairchild | Partner | $1,450 per hour
Angela Fontaine | Partner | $1,450 per hour
Rafael Dominguez | Associate | $895 per hour
Cynthia Ho | Associate | $895 per hour
Paralegals / Legal Assistants | Staff | $375 per hour

VIA EMAIL AND OVERNIGHT COURIER

CALDERWOOD & HARKNESS LLP

CALDERWOOD & HARKNESS LLP

AGREED AND ACCEPTED:

AURELIUS GLOBAL MEDIA GROUP PLC

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