1017-00009 · Aurelius Global Media Group · Engagement

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MEMORANDUM

CONFIDENTIAL — ATTORNEY WORK PRODUCT

TO: Angela Fontaine, Billing Partner, Real Estate

FROM: Douglas Fairchild, Responsible Partner, Real Estate

DATE: April 6, 2023

RE: Matter Opening — Aurelius Global Media Group PLC Headquarters Lease, 787 Seventh Avenue, New York, NY 10019

MATTER NO.: 1017-00009

I. Purpose of Memorandum

This memorandum memorializes the opening of a new real estate matter for Calderwood & Harkness LLP's representation of Aurelius Global Media Group PLC ("Aurelius" or "AGMG") and its United States operating subsidiary, Aurelius Media Holdings Inc. ("AMH" or "Tenant"), in connection with the negotiation and documentation of a long-term headquarters lease at Greystone Tower, 787 Seventh Avenue, New York, NY 10019 (the "Building"). The engagement letter between Calderwood & Harkness LLP and Aurelius was executed today, April 6, 2023, following a period of preliminary discussions with Aurelius's General Counsel. The matter is now open and active in the firm's matter management and billing systems under matter number 1017-00009. This memorandum is intended to provide the Billing Partner with a comprehensive overview of the engagement, the client, the transaction, the staffing plan, the estimated budget, the projected timeline, and the key deal terms so that appropriate billing protocols and budget monitoring may be established at the outset of the engagement.

II. Client Information

A. Client / Tenant — Parent Entity

The client in this matter is Aurelius Global Media Group PLC, a public limited company incorporated in England and Wales under Company Number 04291837, with its registered and principal headquarters located at 14 Cavendish Square, London W1G 0DW, United Kingdom. Aurelius is a diversified media, entertainment, and e-commerce conglomerate with operations spanning over thirty countries. Its ordinary shares are listed on the London Stock Exchange (ticker: AGMG) and are cross-listed on the New York Stock Exchange (ticker: AGLM) through an American Depositary Receipt program.

As of the fiscal year ended December 31, 2022 ("FY2022"), Aurelius reported consolidated annual revenues of approximately £4.87 billion (approximately $6.05 billion at prevailing exchange rates), reflecting year-over-year growth of approximately 8.3%. As of early April 2023, the company's aggregate market capitalization stands at approximately $11.2 billion. Aurelius maintains an investment-grade credit rating from both S&P Global Ratings (BBB+) and Moody's Investors Service (Baa1), both with stable outlooks. The company's senior leadership includes Sir Marcus Hale, CBE, who serves as Chief Executive Officer, and Eleanora Voss, who serves as Chief Financial Officer. Both executives have been with the organization for over a decade and have overseen a significant period of expansion, including multiple acquisitions in the North American and European markets.

Aurelius's principal business segments include broadcast and streaming media, film and television production, digital publishing, e-commerce and consumer products, and live events. The company's decision to establish a dedicated North American headquarters in Midtown Manhattan reflects its strategic emphasis on the US market, which currently accounts for approximately 38% of consolidated revenue.

B. Lease Signatory / US Subsidiary

The entity that will serve as the named Tenant under the lease is Aurelius Media Holdings Inc., a Delaware corporation (Delaware Secretary of State File No. 7318294). AMH was incorporated in Delaware in 2017 and serves as the primary holding company for Aurelius's US-based operations, including its broadcast network, streaming platform, film production, and e-commerce subsidiaries. AMH is a wholly owned, direct subsidiary of Aurelius Global Media Group PLC.

Upon occupancy of the Premises (as defined below), the principal place of business of AMH will be located at 787 Seventh Avenue, New York, NY 10019. In connection with the execution of the lease, the parent entity, Aurelius Global Media Group PLC, will execute a guaranty of AMH's obligations under the lease (the "Parent Guaranty"), the terms of which are discussed in greater detail in Section VII below.

C. Key Client Contacts

The following individuals have been designated by the client as the primary points of contact for this engagement:

• Tariq Nassar, General Counsel, Aurelius Global Media Group PLC. Mr. Nassar will serve as the primary legal contact for the engagement. All legal issues, negotiation strategy, and document review shall be coordinated through Mr. Nassar unless he designates an alternative contact. Mr. Nassar is based in the London headquarters but will be available for calls and video conferences during US business hours throughout the duration of this matter. His direct telephone number is +44 (0)20 7946 0123, and his email is t.nassar@aureliusglobal.com.

• Vivienne Caldwell, Senior Vice President, Global Real Estate & Facilities, Aurelius Global Media Group PLC. Ms. Caldwell will serve as the primary business contact for lease terms, space planning, operational requirements, construction and fit-out matters, and coordination with the tenant's broker and architect. Ms. Caldwell is based in New York and will be available for in-person meetings as needed. Her direct telephone number is (212) 555-8740, and her email is v.caldwell@aureliusglobal.com.

Both Mr. Nassar and Ms. Caldwell have confirmed their respective roles and have indicated that they will be responsive and engaged throughout the lease negotiation process. Initial introductory calls with both contacts are expected to be scheduled during the week of April 10, 2023.

III. Transaction Overview and Scope of Engagement

A. Transaction Summary

This engagement involves the negotiation and documentation of a long-term lease of approximately 185,000 rentable square feet ("RSF") across five contiguous full floors — specifically Floors 34, 35, 36, 37, and 38 (collectively, the "Premises") — at Greystone Tower, also known as 787 Seventh Avenue, New York, NY 10019 (the "Building"). Each floor comprises approximately 37,000 RSF of contiguous, column-free office space with floor-to-ceiling heights of approximately 10 feet 6 inches on a slab-to-slab basis.

The Building is a Class A, LEED Gold certified, 52-story office tower located in the heart of Midtown Manhattan, at the intersection of Seventh Avenue and West 51st Street. The Building was originally completed in 2001 and underwent a comprehensive lobby and systems renovation in 2018–2019. It is currently approximately 87% leased, with the subject Premises representing the largest contiguous block of available space in the Building. The Building's tenant roster includes several prominent financial services, technology, and professional services tenants.

The Building owner is Greystone Metropolitan Realty LLC, a Delaware limited liability company that serves as the operating entity for Greystone Capital Partners Fund VI LP, a real estate private equity fund managed by Greystone Capital Advisors LLC. Greystone Capital Advisors is a well-established institutional real estate investment manager with approximately $18 billion in assets under management. The Chief Executive Officer of Greystone Capital Advisors LLC is Harrison Drexel.

The intended use of the Premises is as a general office, studio/production, and ancillary uses consistent with the operation of a global media, entertainment, and e-commerce headquarters. The Tenant anticipates utilizing a portion of the Premises on Floors 34 and 35 for broadcast-quality studio and production facilities, which will require enhanced HVAC, electrical, and acoustical infrastructure. These specialized build-out requirements will be addressed in the work letter exhibit to the lease.

The approximate aggregate deal value of this transaction, calculated as the sum of all base rent payable over the anticipated 15-year lease term, is approximately $90,000,000. This figure does not include escalation pass-throughs, the tenant improvement allowance, or other landlord concessions. By any measure, this is a significant lease transaction for both the Tenant and the Landlord, and it represents one of the larger office leasing commitments expected in the Midtown Manhattan market during the second quarter of 2023.

B. Scope of Legal Services

The scope of Calderwood & Harkness LLP's engagement encompasses the following categories of legal services in connection with this transaction:

1. Lease Negotiation and Documentation. Review and negotiate the Agreement of Lease and all exhibits thereto, including but not limited to: floor plans and descriptions of the Premises; building rules and regulations; the work letter (addressing the tenant improvement allowance, the landlord's and tenant's respective build-out obligations, and construction procedures); the form of irrevocable standby letter of credit; the expansion option terms and conditions (Floors 39 and 40); the right of first offer ("ROFO") terms for Floors 30 through 33; the fair market rent ("FMR") determination procedure for renewal options; and any other exhibits or schedules as may be included in the landlord's draft lease form.

2. Parent Guaranty. Draft and negotiate the Parent Guaranty to be executed by Aurelius Global Media Group PLC in favor of the Landlord, guaranteeing the obligations of Aurelius Media Holdings Inc. under the lease, subject to an aggregate liability cap and such other terms as may be negotiated.

3. SNDA Negotiation. Negotiate a Subordination, Non-Disturbance and Attornment Agreement ("SNDA") with the existing first mortgagee on the Building, Atlas Continental Bank, N.A., located at 277 Park Avenue, New York, NY 10172. The SNDA negotiation will be conducted with the lender's outside counsel, Halsted & Brinkley LLP (lead attorney: Thomas Brinkley). Receipt of an acceptable SNDA is expected to be a condition precedent to the Lease Commencement Date.

4. Title and Survey Review. Review the title commitment and survey for the Building and the land on which it is situated. We anticipate coordinating with the title insurer, which is expected to be Commonwealth Fidelity Title Insurance Co., to confirm clear title and identify any encumbrances, easements, restrictions, or other matters that could affect the Tenant's use and enjoyment of the Premises.

5. Environmental Review. Review the Phase I Environmental Site Assessment for the Building, prepared by the Landlord's environmental consultant, to confirm the absence of recognized environmental conditions or other environmental liabilities that could impact the Tenant's occupancy.

6. Zoning Review. Review zoning compliance for the Tenant's intended use of the Premises, including general office, studio/production, and ancillary uses, to confirm that such uses are permitted under the applicable New York City Zoning Resolution and any applicable special permits or variances.

7. Landlord Financial Review. Review the Landlord's building-level financial statements and operating expense history for the Building, including escalation reconciliation statements from prior years, to inform the negotiation of operating expense and real estate tax provisions in the lease.

8. Corporate Authorizations. Prepare tenant corporate authorization documents, including board resolutions of Aurelius Media Holdings Inc. and, as required, board resolutions of Aurelius Global Media Group PLC authorizing execution of the Parent Guaranty. Prepare officer's certificates and coordinate the issuance of good standing certificates from the Delaware Secretary of State and the New York Department of State, as applicable.

9. Letter of Credit Coordination. Coordinate the issuance of the irrevocable standby letter of credit to serve as the Tenant's security deposit, in accordance with the terms of the lease, by Caledonian National Bank PLC, the Tenant's designated letter of credit issuing bank.

10. Insurance Coordination. Coordinate the delivery of the Tenant's insurance certificates, confirming compliance with the lease's insurance requirements, from the Tenant's insurance broker and carrier(s).

11. Closing Management. Prepare and manage a comprehensive closing checklist and oversee the assembly and delivery of all closing deliverables by both parties. Coordinate the logistics of lease execution, including signature pages, notarization (if required), and delivery.

12. Post-Closing. Prepare the commencement date confirmation letter and any related post-closing deliverables. Prepare a post-closing summary memorandum for the client's files.

C. Counterparties and Opposing Counsel

The following are the principal counterparties and their counsel in this transaction:

Landlord:

Greystone Metropolitan Realty LLC 600 Lexington Avenue, 32nd Floor New York, NY 10022

Managing Principal: Jonathan R. Whitfield Senior Vice President, Leasing: Catherine Ng Vice President, Asset Management: Brendan T. Kozlowski

Landlord's Counsel:

Pemberton Locke & Strauss LLP 1 World Financial Center, Suite 3800 New York, NY 10281

Lead Partner: Diane Ashford Associate: Kevin Mulcahy

We have worked opposite Diane Ashford on several prior transactions and anticipate a professional and efficient negotiation process. Pemberton Locke & Strauss LLP is a well-regarded mid-size commercial real estate firm, and their lease forms tend to be thorough but reasonable as an initial matter.

Lender:

Atlas Continental Bank, N.A. 277 Park Avenue New York, NY 10172

Vice President, Commercial Real Estate Lending: Patricia Delgado

Atlas Continental Bank, N.A. holds an outstanding first mortgage lien on the Building with an approximate remaining principal balance of $620 million. The SNDA negotiation will be conducted through the lender's counsel rather than directly with Ms. Delgado, though she may be involved in any substantive approval required from the lender's side.

Lender's Counsel:

Halsted & Brinkley LLP 200 Park Avenue, Suite 2400 New York, NY 10166

Lead Attorney: Thomas Brinkley

D. Brokers. The following brokers are involved in this transaction:

Tenant's Broker:

Blackmoor Advisory Group LLC 1345 Avenue of the Americas, Suite 2200 New York, NY 10105

Principal Broker: Dennis Rourke

Commission: 2.25% of aggregate base rent, equaling approximately $2,025,000, payable by the Landlord pursuant to a separate brokerage commission agreement between the Landlord and Blackmoor Advisory Group LLC.

Landlord's Broker:

Mercer Houghton Real Estate Services Inc. Co-located with Greystone Metropolitan Realty LLC at 600 Lexington Avenue, New York, NY 10022

Agent: Simone Archer

Commission: 1.50% of aggregate base rent, equaling approximately $1,350,000, payable by the Landlord pursuant to a separate brokerage commission agreement.

Both brokerage commission arrangements are between the respective brokers and the Landlord. Our engagement does not include the negotiation or review of any brokerage commission agreements, and we have so advised the client.

IV. Staffing

A. Engagement Team

The following attorneys have been assigned to this matter, with their respective roles and current 2023 billing rates:

The staffing plan reflects the firm's standard approach for a transaction of this size and complexity. The two-partner, two-associate structure is designed to ensure both senior-level strategic oversight and efficient day-to-day execution.

B. Division of Responsibilities

The division of responsibilities among the engagement team is as follows:

Douglas Fairchild — Responsible Partner:

Mr. Fairchild will lead all substantive lease negotiations with Pemberton Locke & Strauss LLP, including participation in all negotiation sessions, whether in person, by telephone, or by video conference. He will manage all client communications with Tariq Nassar (General Counsel) and Vivienne Caldwell (SVP, Global Real Estate & Facilities) and will serve as the primary point of contact for the client on matters of legal strategy and negotiation approach. Mr. Fairchild will conduct final review of all outgoing documents, including redlines, comment letters, and closing deliverables, prior to their transmission to opposing counsel or the client. He will provide strategic direction on the key lease provisions that are anticipated to be the most heavily negotiated, including the change of control provision, the expansion option, the right of first offer, and the Parent Guaranty.

Angela Fontaine — Billing Partner:

Ms. Fontaine will monitor budget adherence throughout the engagement, review and approve all invoices prior to submission to the client, and coordinate with the client on billing matters, including the timing and format of invoices and any questions regarding fee estimates or billing adjustments. Ms. Fontaine will receive periodic budget status updates from Mr. Fairchild and Mr. Dominguez to ensure that the engagement remains within the estimated fee range communicated to the client.

Rafael Dominguez — Lead Associate:

Mr. Dominguez will serve as the primary drafter and will be responsible for the day-to-day management of the lease document and all related exhibits. Specific responsibilities include: preparation of the initial review memorandum of the landlord's draft lease, identifying key issues and recommended negotiation positions; drafting and managing all redlines and comment letters exchanged with Pemberton Locke & Strauss LLP; coordinating the SNDA negotiation with Halsted & Brinkley LLP, including preparation of all redlines and correspondence related to the SNDA; reviewing the Phase I Environmental Site Assessment and preparing a summary memorandum for the file; reviewing the Landlord's building-level financial statements and operating expense history; and managing the closing checklist and the overall closing process, including the assembly of all closing deliverables and the coordination of execution logistics.

Cynthia Ho — Working Associate:

Ms. Ho will be responsible for the following workstreams: analysis of the title commitment and survey, including preparation of a title and survey review memorandum identifying any issues or exceptions that warrant further attention; review of zoning compliance for the Tenant's intended uses; research and preparation of a change of control provision analysis memorandum incorporating market comparables from recent Class A Midtown Manhattan lease transactions; preparation of all corporate authorization documents, including board resolutions for Aurelius Media Holdings Inc. and Aurelius Global Media Group PLC, officer's certificates, and coordination with the Delaware Secretary of State and the New York Department of State for the issuance of good standing certificates; and coordination of insurance certificate delivery and letter of credit logistics with Caledonian National Bank PLC.

C. Additional Resources

It is anticipated that additional support from the firm's paralegal and administrative staff may be drawn upon as needed during the course of this engagement, particularly during the closing process, when document assembly, execution coordination, and closing binder preparation will require paralegal support. At this time, no specialist counsel — whether in the areas of tax, environmental litigation, land use litigation, or otherwise — is anticipated to be required. However, should issues arise during the due diligence process that necessitate the involvement of specialist counsel from other practice groups within the firm, such resources will be engaged promptly and the client will be advised of any corresponding impact on the budget.

V. Estimated Budget

A. Fee Estimate

The total estimated legal fees for this engagement are $475,000 to $575,000, exclusive of disbursements. This estimate has been communicated to Tariq Nassar, General Counsel of Aurelius, via a separate fee estimate memorandum prepared by Angela Fontaine and transmitted to Mr. Nassar, dated April 7, 2023. The fee estimate memorandum sets forth the basis for the estimate, the assumptions underlying it, and the circumstances under which the estimate may need to be revised.

The fee estimate is based on the following key assumptions:

• Approximately four to six rounds of lease markup and negotiation between Calderwood & Harkness LLP and Pemberton Locke & Strauss LLP, which is consistent with market practice for a transaction of this size and complexity in Midtown Manhattan;

• One round of SNDA negotiation with Halsted & Brinkley LLP, on the assumption that Atlas Continental Bank's SNDA form is reasonably market-standard and does not present unusual issues;

• Standard title, survey, environmental, and zoning review, with no material issues arising that would require extended investigation, remediation, or specialist consultation;

• Preparation of all closing deliverables, including corporate authorizations, letter of credit coordination, and insurance coordination, proceeding on a routine basis; and

• No litigation, arbitration, or contentious dispute resolution arising during the course of the engagement.

Should any of these assumptions prove to be materially inaccurate — for example, if the lease negotiation requires significantly more rounds of markup than anticipated, or if due diligence reveals issues requiring specialist analysis — the fee estimate will be revised, and the client will be promptly notified of the revised estimate prior to any material deviation from the original range.

B. Fee Estimate Breakdown (Approximate Allocation)

The following table sets forth the approximate allocation of the fee estimate among the principal workstreams of the engagement:

These allocations are approximations and may shift during the course of the engagement depending on the relative complexity and volume of work required in each workstream.

C. Disbursements. Disbursements associated with this engagement — including title search charges, good standing certificate fees, messenger and courier charges, overnight delivery fees, and other out-of-pocket costs — are estimated at $5,000 to $10,000 and will be billed separately from legal fees. Disbursements will be itemized on each invoice in accordance with the firm's standard billing practices and the requirements of the engagement letter.

VI. Projected Timeline

The following table sets forth the projected timeline for the principal milestones of this engagement, based on information received from the client and the tenant's broker, Blackmoor Advisory Group LLC, and on our experience with the expected pace of negotiation for a transaction of this type:

The total anticipated timeline from engagement through lease execution and commencement is approximately four months, spanning from April through early August 2023. This timeline is consistent with market norms for a transaction of this size in the New York City office leasing market and assumes that both parties proceed diligently and that no material delays are encountered in connection with due diligence, board approvals, or SNDA negotiation.

The client has communicated that the August 1, 2023 target commencement date is a priority for the business, as Aurelius has communicated the anticipated move-in date to its US employees and has begun preliminary discussions with its architect regarding space planning. Accordingly, we will endeavor to maintain the projected schedule and will promptly flag any potential delays to the client team.

VII. Key Deal Terms (Preliminary Summary)

The following is a summary of the anticipated principal economic and legal terms of the lease, as communicated by the client and by Blackmoor Advisory Group LLC during the pre-engagement phase. This summary is provided to afford Angela Fontaine appropriate context for budgeting and fee management purposes. All terms remain subject to negotiation and documentation, and the final lease may differ from the terms outlined below.

Premises:

Approximately 185,000 RSF, consisting of the entirety of Floors 34, 35, 36, 37, and 38 at Greystone Tower, 787 Seventh Avenue, New York, NY 10019. Each floor consists of approximately 37,000 RSF.

Lease Term:

Fifteen (15) years (180 months), commencing on the Lease Commencement Date.

Commencement Date:

Targeting August 1, 2023, subject to the satisfaction of conditions precedent, including execution and delivery of the SNDA by Atlas Continental Bank, N.A.

Rent Commencement Date:

Six (6) months following the Lease Commencement Date, targeting February 1, 2024. The Tenant shall not be obligated to pay base rent during the initial six-month rent-free period, though all other lease obligations (including insurance and indemnification obligations) shall be in effect from the Lease Commencement Date.

Base Rent:

Escalating schedule as follows:

Operating Expenses and Real Estate Taxes:

Full pass-through of operating expenses and real estate taxes above a base year of calendar year 2023. The Tenant's proportionate share of building-wide escalations shall be 12.76%. The lease is expected to include a 5% cumulative annual cap on controllable operating expenses (i.e., all operating expenses other than real estate taxes, insurance, utilities, and snow/ice removal).

Tenant Improvement Allowance:

The Landlord shall provide a tenant improvement allowance of $85.00 per RSF, totaling $15,725,000, to be applied toward the Tenant's build-out of the Premises. In addition, the Tenant shall have the option to draw upon an excess tenant improvement allowance of up to $15.00 per RSF (an additional $2,775,000), which shall be amortized over the remaining lease term at an interest rate of 7.5% per annum and repaid as additional rent.

Security Deposit:

An irrevocable standby letter of credit in the initial amount of $5,180,000 (equal to one year of initial base rent), issued by Caledonian National Bank PLC, with a burn-down schedule to be negotiated. The letter of credit shall be in a form reasonably acceptable to the Landlord, and the lease will include customary provisions governing draws, replacement, and transfer.

Parent Guaranty:

Aurelius Global Media Group PLC shall execute a guaranty of the Tenant's obligations under the lease, with an aggregate liability cap of $18,000,000. The guaranty is expected to be a full guaranty of all lease obligations (including rent, additional rent, and damages), subject to the stated cap. The specific terms of the guaranty, including any burn-down provisions and any financial condition covenants, will be negotiated as part of the transaction.

Expansion Option:

The Tenant shall have an option to lease Floors 39 and 40 (approximately 74,000 RSF in the aggregate), exercisable during an exercise window commencing in month 36 and expiring in month 48 of the lease term. The rental rate, tenant improvement allowance, and other terms for the expansion space are expected to be at fair market rent at the time of exercise, with the specific determination procedure to be set forth in the lease.

Right of First Offer (ROFO):

The Tenant shall have a right of first offer with respect to Floors 30 through 33 (approximately 148,000 RSF in the aggregate), subject and subordinate to the existing rights of the current tenant of those floors, Kestrel Insurance Holdings Inc. The ROFO will require the Landlord to offer available space on those floors to the Tenant on specified terms before offering such space to third parties, in accordance with the procedures to be set forth in the lease.

Renewal Options:

Two (2) consecutive five-year renewal options at fair market rent ("FMR"), as determined in accordance with an FMR determination procedure to be included as an exhibit to the lease. The renewal options will be subject to customary conditions, including timely notice of exercise and the absence of any uncured monetary default at the time of exercise.

Change of Control:

The client has identified the change of control provision as a critical negotiation point. The Tenant will seek the right to assign the lease, or to permit a change of control of the Tenant entity, without the Landlord's consent (or with the Landlord's consent not to be unreasonably withheld), provided that any successor entity or controlling party satisfies a specified net worth test. Given the public company structure of the parent entity and the possibility of future corporate transactions, this provision is of significant strategic importance to the client. We anticipate that the Landlord will resist a broad change of control carve-out, and this issue is likely to require sustained negotiation.

SNDA:

As a condition precedent to the Lease Commencement Date, the Tenant shall receive a Subordination, Non-Disturbance and Attornment Agreement from Atlas Continental Bank, N.A., in a form reasonably acceptable to the Tenant, confirming that the Tenant's possession and rights under the lease will not be disturbed in the event of a foreclosure or similar proceeding, provided the Tenant is not in default under the lease.

Governing Law and Dispute Resolution:

The lease shall be governed by the laws of the State of New York, without regard to conflicts of law principles. All disputes arising under the lease shall be submitted to the exclusive jurisdiction of the New York State Supreme Court, County of New York.

VIII. Conflicts Clearance

The mandatory conflicts check for this engagement was completed on April 5, 2023. A conflicts check memorandum was prepared by Rafael Dominguez and circulated to Douglas Fairchild and Angela Fontaine on that date. The conflicts check was run against the following parties and their affiliates:

• Greystone Metropolitan Realty LLC

• Greystone Capital Partners Fund VI LP

• Greystone Capital Advisors LLC

• Atlas Continental Bank, N.A.

• Pemberton Locke & Strauss LLP

• Halsted & Brinkley LLP

• All known principals and affiliates of the foregoing entities

No conflicts of interest were identified as a result of the conflicts check. The firm does not currently represent, and has not within the relevant look-back period represented, any of the above-listed entities in any matter adverse to Aurelius or Aurelius Media Holdings Inc., or in any matter that would give rise to a concurrent or successive conflict under the applicable rules of professional conduct.

A copy of the conflicts check memorandum, dated April 5, 2023, is on file in the matter folder under document number 1017-00009-001.

IX. Next Steps

The following immediate next steps have been identified for the engagement team:

1. Receipt of Landlord's Draft Lease. Await receipt of the initial draft Lease from Pemberton Locke & Strauss LLP, which is expected to be transmitted during the week of April 17, 2023. Upon receipt, the draft will be circulated to the full engagement team for review.

2. Initial Review Memorandum. Upon receipt of the draft Lease, Rafael Dominguez will prepare an initial review memorandum for Douglas Fairchild, identifying key issues, areas of concern, provisions that deviate from market practice, and recommended negotiation strategy. This memorandum is targeted for completion within three to four business days of receipt of the draft.

3. Introductory Client Call. Douglas Fairchild will schedule an introductory call with Tariq Nassar and Vivienne Caldwell to discuss the client's negotiation priorities, business objectives, and any specific concerns or requirements that should inform our review and negotiation approach. This call is targeted for the week of April 10, 2023.

4. Due Diligence Commencement. Cynthia Ho will commence the title, survey, and zoning due diligence workstreams upon receipt of the applicable materials from the Landlord or the client's broker. Requests for the title commitment, survey, Phase I ESA, and building financial statements will be coordinated through Vivienne Caldwell and Dennis Rourke at Blackmoor Advisory Group LLC.

5. Billing Setup. Angela Fontaine will set up the applicable billing codes and initiate the monthly billing cycle under matter number 1017-00009, in accordance with the firm's standard billing procedures and any client-specific billing requirements set forth in the engagement letter.

X. Document Retention and Filing

All documents generated or received in connection with this engagement shall be filed under matter number 1017-00009 in the firm's document management system (Vireo Data Systems). The following organizational protocol shall be observed:

• Lease Drafts and Redlines: All versions of the lease, redlines, comment letters, and related correspondence shall be filed in the designated "Lease Negotiation" subfolder, with clear version numbering and date stamps.

• Due Diligence Materials: Title commitment, survey, Phase I ESA, zoning materials, and landlord financial statements shall be filed in the designated "Due Diligence" subfolder, together with any review memoranda prepared by the engagement team.

• SNDA Materials: All drafts, redlines, and correspondence related to the SNDA negotiation shall be filed in the designated "SNDA" subfolder.

• Corporate Authorizations and Closing Deliverables: Board resolutions, officer's certificates, good standing certificates, letters of credit, insurance certificates, and all other closing deliverables shall be filed in the designated "Closing" subfolder.

• Client Correspondence: All client correspondence, including emails, memoranda, and notes of telephone conferences, shall be indexed separately in the designated "Client Correspondence" subfolder.

• Closing Binder: Upon completion of the transaction, a comprehensive closing binder — both in electronic and, if requested by the client, physical form — shall be assembled containing fully executed copies of all transaction documents and closing deliverables.

All team members are reminded to file documents promptly and consistently in accordance with the above protocol throughout the life of the engagement.

Douglas Fairchild Partner, Real Estate Calderwood & Harkness LLP 425 Park Avenue, 18th Floor New York, NY 10022 Direct: (212) 555-4100 dfairchild@calderwoodharkness.com

cc: Rafael Dominguez, Associate, Real Estate Cynthia Ho, Associate, Real Estate

Attorney	Role	Billing Rate (2023)
Douglas Fairchild	Responsible Partner — overall matter supervision, lead negotiator, client relationship management	$1,450/hr
Angela Fontaine	Billing Partner — budgeting, billing oversight, fee management	$1,450/hr
Rafael Dominguez	Lead Associate — primary drafter, day-to-day document management, due diligence coordination, SNDA negotiation	$895/hr
Cynthia Ho	Working Associate — title and survey review, zoning analysis, change of control provision research, corporate authorizations, insurance coordination	$895/hr
Workstream	Approximate % of Total	Estimated Fee Range
Lease negotiation and drafting (including all exhibits)	55–60%	$261,250 – $345,000
SNDA negotiation	10–12%	$47,500 – $69,000
Due diligence (title, survey, environmental, zoning, financial review)	10–12%	$47,500 – $69,000
Guaranty drafting and negotiation	5%	$23,750 – $28,750
Corporate authorizations, closing deliverables, and closing management	10–12%	$47,500 – $69,000
Client communications and project management	5–8%	$23,750 – $46,000
Total	100%	$475,000 – $575,000
Target Date	Milestone
April 6, 2023	Engagement letter executed; matter opened in firm systems
Week of April 17, 2023	Receipt of initial draft Lease from Landlord's counsel (Pemberton Locke & Strauss LLP)
Week of April 17–21, 2023	Initial review memorandum prepared (Dominguez to Fairchild); identification of key issues and recommended negotiation strategy
Late April / Early May 2023	First redline and comment letter returned to Landlord's counsel
Mid-May 2023	Aurelius Board authorization for US lease commitment (required for Parent Guaranty execution)
May – June 2023	Iterative lease negotiations between Calderwood & Harkness LLP and Pemberton Locke & Strauss LLP; concurrent due diligence workstreams (title commitment review, Phase I ESA review, survey and zoning analysis, landlord financial review)
June 2023	SNDA negotiation commences with Atlas Continental Bank, N.A. / Halsted & Brinkley LLP
Late June / Early July 2023	Final lease form agreed upon by all parties; SNDA finalized and approved by lender
Early to Mid-July 2023	Lease execution; letter of credit issuance by Caledonian National Bank PLC; SNDA execution
August 1, 2023 (target)	Lease Commencement Date; delivery of possession of the Premises by the Landlord to the Tenant
Shortly after Commencement	Closing of all outstanding deliverables; confirmation of occupancy; preparation of commencement date confirmation letter

February 1, 2024	Rent Commencement Date (following completion of the 6-month rent-free period)
Lease Period	Annual Base Rent per RSF	Annual Base Rent (185,000 RSF)	Monthly Base Rent
Years 1–5	$28.00	$5,180,000	$431,666.67
Years 6–10	$33.00	$6,105,000	$508,750.00
Years 11–15	$38.00	$7,030,000	$585,833.33

MEMORANDUM
CONFIDENTIAL — ATTORNEY WORK PRODUCT
TO: Angela Fontaine, Billing Partner, Real Estate
FROM: Douglas Fairchild, Responsible Partner, Real Estate
DATE: April 6, 2023
RE: Matter Opening — Aurelius Global Media Group PLC Headquarters Lease, 787 Seventh Avenue, New York, NY 10019
MATTER NO.: 1017-00009
I. Purpose of Memorandum
This memorandum memorializes the opening of a new real estate matter for Calderwood & Harkness LLP's representation of Aurelius Global Media Group PLC ("Aurelius" or "AGMG") and its United States operating subsidiary, Aurelius Media Holdings Inc. ("AMH" or "Tenant"), in connection with the negotiation and documentation of a long-term headquarters lease at Greystone Tower, 787 Seventh Avenue, New York, NY 10019 (the "Building"). The engagement letter between Calderwood & Harkness LLP and Aurelius was executed today, April 6, 2023, following a period of preliminary discussions with Aurelius's General Counsel. The matter is now open and active in the firm's matter management and billing systems under matter number 1017-00009. This memorandum is intended to provide the Billing Partner with a comprehensive overview of the engagement, the client, the transaction, the staffing plan, the estimated budget, the projected timeline, and the key deal terms so that appropriate billing protocols and budget monitoring may be established at the outset of the engagement.
II. Client Information
A. Client / Tenant — Parent Entity
The client in this matter is Aurelius Global Media Group PLC, a public limited company incorporated in England and Wales under Company Number 04291837, with its registered and principal headquarters located at 14 Cavendish Square, London W1G 0DW, United Kingdom. Aurelius is a diversified media, entertainment, and e-commerce conglomerate with operations spanning over thirty countries. Its ordinary shares are listed on the London Stock Exchange (ticker: AGMG) and are cross-listed on the New York Stock Exchange (ticker: AGLM) through an American Depositary Receipt program.
As of the fiscal year ended December 31, 2022 ("FY2022"), Aurelius reported consolidated annual revenues of approximately £4.87 billion (approximately $6.05 billion at prevailing exchange rates), reflecting year-over-year growth of approximately 8.3%. As of early April 2023, the company's aggregate market capitalization stands at approximately $11.2 billion. Aurelius maintains an investment-grade credit rating from both S&P Global Ratings (BBB+) and Moody's Investors Service (Baa1), both with stable outlooks. The company's senior leadership includes Sir Marcus Hale, CBE, who serves as Chief Executive Officer, and Eleanora Voss, who serves as Chief Financial Officer. Both executives have been with the organization for over a decade and have overseen a significant period of expansion, including multiple acquisitions in the North American and European markets.
Aurelius's principal business segments include broadcast and streaming media, film and television production, digital publishing, e-commerce and consumer products, and live events. The company's decision to establish a dedicated North American headquarters in Midtown Manhattan reflects its strategic emphasis on the US market, which currently accounts for approximately 38% of consolidated revenue.
B. Lease Signatory / US Subsidiary
The entity that will serve as the named Tenant under the lease is Aurelius Media Holdings Inc., a Delaware corporation (Delaware Secretary of State File No. 7318294). AMH was incorporated in Delaware in 2017 and serves as the primary holding company for Aurelius's US-based operations, including its broadcast network, streaming platform, film production, and e-commerce subsidiaries. AMH is a wholly owned, direct subsidiary of Aurelius Global Media Group PLC.
Upon occupancy of the Premises (as defined below), the principal place of business of AMH will be located at 787 Seventh Avenue, New York, NY 10019. In connection with the execution of the lease, the parent entity, Aurelius Global Media Group PLC, will execute a guaranty of AMH's obligations under the lease (the "Parent Guaranty"), the terms of which are discussed in greater detail in Section VII below.
C. Key Client Contacts
The following individuals have been designated by the client as the primary points of contact for this engagement:
• Tariq Nassar, General Counsel, Aurelius Global Media Group PLC. Mr. Nassar will serve as the primary legal contact for the engagement. All legal issues, negotiation strategy, and document review shall be coordinated through Mr. Nassar unless he designates an alternative contact. Mr. Nassar is based in the London headquarters but will be available for calls and video conferences during US business hours throughout the duration of this matter. His direct telephone number is +44 (0)20 7946 0123, and his email is t.nassar@aureliusglobal.com.
• Vivienne Caldwell, Senior Vice President, Global Real Estate & Facilities, Aurelius Global Media Group PLC. Ms. Caldwell will serve as the primary business contact for lease terms, space planning, operational requirements, construction and fit-out matters, and coordination with the tenant's broker and architect. Ms. Caldwell is based in New York and will be available for in-person meetings as needed. Her direct telephone number is (212) 555-8740, and her email is v.caldwell@aureliusglobal.com.
Both Mr. Nassar and Ms. Caldwell have confirmed their respective roles and have indicated that they will be responsive and engaged throughout the lease negotiation process. Initial introductory calls with both contacts are expected to be scheduled during the week of April 10, 2023.
III. Transaction Overview and Scope of Engagement
A. Transaction Summary
This engagement involves the negotiation and documentation of a long-term lease of approximately 185,000 rentable square feet ("RSF") across five contiguous full floors — specifically Floors 34, 35, 36, 37, and 38 (collectively, the "Premises") — at Greystone Tower, also known as 787 Seventh Avenue, New York, NY 10019 (the "Building"). Each floor comprises approximately 37,000 RSF of contiguous, column-free office space with floor-to-ceiling heights of approximately 10 feet 6 inches on a slab-to-slab basis.
The Building is a Class A, LEED Gold certified, 52-story office tower located in the heart of Midtown Manhattan, at the intersection of Seventh Avenue and West 51st Street. The Building was originally completed in 2001 and underwent a comprehensive lobby and systems renovation in 2018–2019. It is currently approximately 87% leased, with the subject Premises representing the largest contiguous block of available space in the Building. The Building's tenant roster includes several prominent financial services, technology, and professional services tenants.
The Building owner is Greystone Metropolitan Realty LLC, a Delaware limited liability company that serves as the operating entity for Greystone Capital Partners Fund VI LP, a real estate private equity fund managed by Greystone Capital Advisors LLC. Greystone Capital Advisors is a well-established institutional real estate investment manager with approximately $18 billion in assets under management. The Chief Executive Officer of Greystone Capital Advisors LLC is Harrison Drexel.
The intended use of the Premises is as a general office, studio/production, and ancillary uses consistent with the operation of a global media, entertainment, and e-commerce headquarters. The Tenant anticipates utilizing a portion of the Premises on Floors 34 and 35 for broadcast-quality studio and production facilities, which will require enhanced HVAC, electrical, and acoustical infrastructure. These specialized build-out requirements will be addressed in the work letter exhibit to the lease.
The approximate aggregate deal value of this transaction, calculated as the sum of all base rent payable over the anticipated 15-year lease term, is approximately $90,000,000. This figure does not include escalation pass-throughs, the tenant improvement allowance, or other landlord concessions. By any measure, this is a significant lease transaction for both the Tenant and the Landlord, and it represents one of the larger office leasing commitments expected in the Midtown Manhattan market during the second quarter of 2023.
B. Scope of Legal Services
The scope of Calderwood & Harkness LLP's engagement encompasses the following categories of legal services in connection with this transaction:
1. Lease Negotiation and Documentation. Review and negotiate the Agreement of Lease and all exhibits thereto, including but not limited to: floor plans and descriptions of the Premises; building rules and regulations; the work letter (addressing the tenant improvement allowance, the landlord's and tenant's respective build-out obligations, and construction procedures); the form of irrevocable standby letter of credit; the expansion option terms and conditions (Floors 39 and 40); the right of first offer ("ROFO") terms for Floors 30 through 33; the fair market rent ("FMR") determination procedure for renewal options; and any other exhibits or schedules as may be included in the landlord's draft lease form.
2. Parent Guaranty. Draft and negotiate the Parent Guaranty to be executed by Aurelius Global Media Group PLC in favor of the Landlord, guaranteeing the obligations of Aurelius Media Holdings Inc. under the lease, subject to an aggregate liability cap and such other terms as may be negotiated.
3. SNDA Negotiation. Negotiate a Subordination, Non-Disturbance and Attornment Agreement ("SNDA") with the existing first mortgagee on the Building, Atlas Continental Bank, N.A., located at 277 Park Avenue, New York, NY 10172. The SNDA negotiation will be conducted with the lender's outside counsel, Halsted & Brinkley LLP (lead attorney: Thomas Brinkley). Receipt of an acceptable SNDA is expected to be a condition precedent to the Lease Commencement Date.
4. Title and Survey Review. Review the title commitment and survey for the Building and the land on which it is situated. We anticipate coordinating with the title insurer, which is expected to be Commonwealth Fidelity Title Insurance Co., to confirm clear title and identify any encumbrances, easements, restrictions, or other matters that could affect the Tenant's use and enjoyment of the Premises.
5. Environmental Review. Review the Phase I Environmental Site Assessment for the Building, prepared by the Landlord's environmental consultant, to confirm the absence of recognized environmental conditions or other environmental liabilities that could impact the Tenant's occupancy.
6. Zoning Review. Review zoning compliance for the Tenant's intended use of the Premises, including general office, studio/production, and ancillary uses, to confirm that such uses are permitted under the applicable New York City Zoning Resolution and any applicable special permits or variances.
7. Landlord Financial Review. Review the Landlord's building-level financial statements and operating expense history for the Building, including escalation reconciliation statements from prior years, to inform the negotiation of operating expense and real estate tax provisions in the lease.
8. Corporate Authorizations. Prepare tenant corporate authorization documents, including board resolutions of Aurelius Media Holdings Inc. and, as required, board resolutions of Aurelius Global Media Group PLC authorizing execution of the Parent Guaranty. Prepare officer's certificates and coordinate the issuance of good standing certificates from the Delaware Secretary of State and the New York Department of State, as applicable.
9. Letter of Credit Coordination. Coordinate the issuance of the irrevocable standby letter of credit to serve as the Tenant's security deposit, in accordance with the terms of the lease, by Caledonian National Bank PLC, the Tenant's designated letter of credit issuing bank.
10. Insurance Coordination. Coordinate the delivery of the Tenant's insurance certificates, confirming compliance with the lease's insurance requirements, from the Tenant's insurance broker and carrier(s).
11. Closing Management. Prepare and manage a comprehensive closing checklist and oversee the assembly and delivery of all closing deliverables by both parties. Coordinate the logistics of lease execution, including signature pages, notarization (if required), and delivery.
12. Post-Closing. Prepare the commencement date confirmation letter and any related post-closing deliverables. Prepare a post-closing summary memorandum for the client's files.
C. Counterparties and Opposing Counsel
The following are the principal counterparties and their counsel in this transaction:
Landlord:
Greystone Metropolitan Realty LLC 600 Lexington Avenue, 32nd Floor New York, NY 10022
Managing Principal: Jonathan R. Whitfield Senior Vice President, Leasing: Catherine Ng Vice President, Asset Management: Brendan T. Kozlowski
Landlord's Counsel:
Pemberton Locke & Strauss LLP 1 World Financial Center, Suite 3800 New York, NY 10281
Lead Partner: Diane Ashford Associate: Kevin Mulcahy
We have worked opposite Diane Ashford on several prior transactions and anticipate a professional and efficient negotiation process. Pemberton Locke & Strauss LLP is a well-regarded mid-size commercial real estate firm, and their lease forms tend to be thorough but reasonable as an initial matter.
Lender:
Atlas Continental Bank, N.A. 277 Park Avenue New York, NY 10172
Vice President, Commercial Real Estate Lending: Patricia Delgado
Atlas Continental Bank, N.A. holds an outstanding first mortgage lien on the Building with an approximate remaining principal balance of $620 million. The SNDA negotiation will be conducted through the lender's counsel rather than directly with Ms. Delgado, though she may be involved in any substantive approval required from the lender's side.
Lender's Counsel:
Halsted & Brinkley LLP 200 Park Avenue, Suite 2400 New York, NY 10166
Lead Attorney: Thomas Brinkley
D. Brokers. The following brokers are involved in this transaction:
Tenant's Broker:
Blackmoor Advisory Group LLC 1345 Avenue of the Americas, Suite 2200 New York, NY 10105
Principal Broker: Dennis Rourke
Commission: 2.25% of aggregate base rent, equaling approximately $2,025,000, payable by the Landlord pursuant to a separate brokerage commission agreement between the Landlord and Blackmoor Advisory Group LLC.
Landlord's Broker:
Mercer Houghton Real Estate Services Inc. Co-located with Greystone Metropolitan Realty LLC at 600 Lexington Avenue, New York, NY 10022
Agent: Simone Archer
Commission: 1.50% of aggregate base rent, equaling approximately $1,350,000, payable by the Landlord pursuant to a separate brokerage commission agreement.
Both brokerage commission arrangements are between the respective brokers and the Landlord. Our engagement does not include the negotiation or review of any brokerage commission agreements, and we have so advised the client.
IV. Staffing
A. Engagement Team
The following attorneys have been assigned to this matter, with their respective roles and current 2023 billing rates:
The staffing plan reflects the firm's standard approach for a transaction of this size and complexity. The two-partner, two-associate structure is designed to ensure both senior-level strategic oversight and efficient day-to-day execution.
B. Division of Responsibilities
The division of responsibilities among the engagement team is as follows:
Douglas Fairchild — Responsible Partner:
Mr. Fairchild will lead all substantive lease negotiations with Pemberton Locke & Strauss LLP, including participation in all negotiation sessions, whether in person, by telephone, or by video conference. He will manage all client communications with Tariq Nassar (General Counsel) and Vivienne Caldwell (SVP, Global Real Estate & Facilities) and will serve as the primary point of contact for the client on matters of legal strategy and negotiation approach. Mr. Fairchild will conduct final review of all outgoing documents, including redlines, comment letters, and closing deliverables, prior to their transmission to opposing counsel or the client. He will provide strategic direction on the key lease provisions that are anticipated to be the most heavily negotiated, including the change of control provision, the expansion option, the right of first offer, and the Parent Guaranty.
Angela Fontaine — Billing Partner:
Ms. Fontaine will monitor budget adherence throughout the engagement, review and approve all invoices prior to submission to the client, and coordinate with the client on billing matters, including the timing and format of invoices and any questions regarding fee estimates or billing adjustments. Ms. Fontaine will receive periodic budget status updates from Mr. Fairchild and Mr. Dominguez to ensure that the engagement remains within the estimated fee range communicated to the client.
Rafael Dominguez — Lead Associate:
Mr. Dominguez will serve as the primary drafter and will be responsible for the day-to-day management of the lease document and all related exhibits. Specific responsibilities include: preparation of the initial review memorandum of the landlord's draft lease, identifying key issues and recommended negotiation positions; drafting and managing all redlines and comment letters exchanged with Pemberton Locke & Strauss LLP; coordinating the SNDA negotiation with Halsted & Brinkley LLP, including preparation of all redlines and correspondence related to the SNDA; reviewing the Phase I Environmental Site Assessment and preparing a summary memorandum for the file; reviewing the Landlord's building-level financial statements and operating expense history; and managing the closing checklist and the overall closing process, including the assembly of all closing deliverables and the coordination of execution logistics.
Cynthia Ho — Working Associate:
Ms. Ho will be responsible for the following workstreams: analysis of the title commitment and survey, including preparation of a title and survey review memorandum identifying any issues or exceptions that warrant further attention; review of zoning compliance for the Tenant's intended uses; research and preparation of a change of control provision analysis memorandum incorporating market comparables from recent Class A Midtown Manhattan lease transactions; preparation of all corporate authorization documents, including board resolutions for Aurelius Media Holdings Inc. and Aurelius Global Media Group PLC, officer's certificates, and coordination with the Delaware Secretary of State and the New York Department of State for the issuance of good standing certificates; and coordination of insurance certificate delivery and letter of credit logistics with Caledonian National Bank PLC.
C. Additional Resources
It is anticipated that additional support from the firm's paralegal and administrative staff may be drawn upon as needed during the course of this engagement, particularly during the closing process, when document assembly, execution coordination, and closing binder preparation will require paralegal support. At this time, no specialist counsel — whether in the areas of tax, environmental litigation, land use litigation, or otherwise — is anticipated to be required. However, should issues arise during the due diligence process that necessitate the involvement of specialist counsel from other practice groups within the firm, such resources will be engaged promptly and the client will be advised of any corresponding impact on the budget.
V. Estimated Budget
A. Fee Estimate
The total estimated legal fees for this engagement are $475,000 to $575,000, exclusive of disbursements. This estimate has been communicated to Tariq Nassar, General Counsel of Aurelius, via a separate fee estimate memorandum prepared by Angela Fontaine and transmitted to Mr. Nassar, dated April 7, 2023. The fee estimate memorandum sets forth the basis for the estimate, the assumptions underlying it, and the circumstances under which the estimate may need to be revised.
The fee estimate is based on the following key assumptions:
• Approximately four to six rounds of lease markup and negotiation between Calderwood & Harkness LLP and Pemberton Locke & Strauss LLP, which is consistent with market practice for a transaction of this size and complexity in Midtown Manhattan;
• One round of SNDA negotiation with Halsted & Brinkley LLP, on the assumption that Atlas Continental Bank's SNDA form is reasonably market-standard and does not present unusual issues;
• Standard title, survey, environmental, and zoning review, with no material issues arising that would require extended investigation, remediation, or specialist consultation;
• Preparation of all closing deliverables, including corporate authorizations, letter of credit coordination, and insurance coordination, proceeding on a routine basis; and
• No litigation, arbitration, or contentious dispute resolution arising during the course of the engagement.
Should any of these assumptions prove to be materially inaccurate — for example, if the lease negotiation requires significantly more rounds of markup than anticipated, or if due diligence reveals issues requiring specialist analysis — the fee estimate will be revised, and the client will be promptly notified of the revised estimate prior to any material deviation from the original range.
B. Fee Estimate Breakdown (Approximate Allocation)
The following table sets forth the approximate allocation of the fee estimate among the principal workstreams of the engagement:
These allocations are approximations and may shift during the course of the engagement depending on the relative complexity and volume of work required in each workstream.
C. Disbursements. Disbursements associated with this engagement — including title search charges, good standing certificate fees, messenger and courier charges, overnight delivery fees, and other out-of-pocket costs — are estimated at $5,000 to $10,000 and will be billed separately from legal fees. Disbursements will be itemized on each invoice in accordance with the firm's standard billing practices and the requirements of the engagement letter.
VI. Projected Timeline
The following table sets forth the projected timeline for the principal milestones of this engagement, based on information received from the client and the tenant's broker, Blackmoor Advisory Group LLC, and on our experience with the expected pace of negotiation for a transaction of this type:
The total anticipated timeline from engagement through lease execution and commencement is approximately four months, spanning from April through early August 2023. This timeline is consistent with market norms for a transaction of this size in the New York City office leasing market and assumes that both parties proceed diligently and that no material delays are encountered in connection with due diligence, board approvals, or SNDA negotiation.
The client has communicated that the August 1, 2023 target commencement date is a priority for the business, as Aurelius has communicated the anticipated move-in date to its US employees and has begun preliminary discussions with its architect regarding space planning. Accordingly, we will endeavor to maintain the projected schedule and will promptly flag any potential delays to the client team.
VII. Key Deal Terms (Preliminary Summary)
The following is a summary of the anticipated principal economic and legal terms of the lease, as communicated by the client and by Blackmoor Advisory Group LLC during the pre-engagement phase. This summary is provided to afford Angela Fontaine appropriate context for budgeting and fee management purposes. All terms remain subject to negotiation and documentation, and the final lease may differ from the terms outlined below.
Premises:
Approximately 185,000 RSF, consisting of the entirety of Floors 34, 35, 36, 37, and 38 at Greystone Tower, 787 Seventh Avenue, New York, NY 10019. Each floor consists of approximately 37,000 RSF.
Lease Term:
Fifteen (15) years (180 months), commencing on the Lease Commencement Date.
Commencement Date:
Targeting August 1, 2023, subject to the satisfaction of conditions precedent, including execution and delivery of the SNDA by Atlas Continental Bank, N.A.
Rent Commencement Date:
Six (6) months following the Lease Commencement Date, targeting February 1, 2024. The Tenant shall not be obligated to pay base rent during the initial six-month rent-free period, though all other lease obligations (including insurance and indemnification obligations) shall be in effect from the Lease Commencement Date.
Base Rent:
Escalating schedule as follows:
Operating Expenses and Real Estate Taxes:
Full pass-through of operating expenses and real estate taxes above a base year of calendar year 2023. The Tenant's proportionate share of building-wide escalations shall be 12.76%. The lease is expected to include a 5% cumulative annual cap on controllable operating expenses (i.e., all operating expenses other than real estate taxes, insurance, utilities, and snow/ice removal).
Tenant Improvement Allowance:
The Landlord shall provide a tenant improvement allowance of $85.00 per RSF, totaling $15,725,000, to be applied toward the Tenant's build-out of the Premises. In addition, the Tenant shall have the option to draw upon an excess tenant improvement allowance of up to $15.00 per RSF (an additional $2,775,000), which shall be amortized over the remaining lease term at an interest rate of 7.5% per annum and repaid as additional rent.
Security Deposit:
An irrevocable standby letter of credit in the initial amount of $5,180,000 (equal to one year of initial base rent), issued by Caledonian National Bank PLC, with a burn-down schedule to be negotiated. The letter of credit shall be in a form reasonably acceptable to the Landlord, and the lease will include customary provisions governing draws, replacement, and transfer.
Parent Guaranty:
Aurelius Global Media Group PLC shall execute a guaranty of the Tenant's obligations under the lease, with an aggregate liability cap of $18,000,000. The guaranty is expected to be a full guaranty of all lease obligations (including rent, additional rent, and damages), subject to the stated cap. The specific terms of the guaranty, including any burn-down provisions and any financial condition covenants, will be negotiated as part of the transaction.
Expansion Option:
The Tenant shall have an option to lease Floors 39 and 40 (approximately 74,000 RSF in the aggregate), exercisable during an exercise window commencing in month 36 and expiring in month 48 of the lease term. The rental rate, tenant improvement allowance, and other terms for the expansion space are expected to be at fair market rent at the time of exercise, with the specific determination procedure to be set forth in the lease.
Right of First Offer (ROFO):
The Tenant shall have a right of first offer with respect to Floors 30 through 33 (approximately 148,000 RSF in the aggregate), subject and subordinate to the existing rights of the current tenant of those floors, Kestrel Insurance Holdings Inc. The ROFO will require the Landlord to offer available space on those floors to the Tenant on specified terms before offering such space to third parties, in accordance with the procedures to be set forth in the lease.
Renewal Options:
Two (2) consecutive five-year renewal options at fair market rent ("FMR"), as determined in accordance with an FMR determination procedure to be included as an exhibit to the lease. The renewal options will be subject to customary conditions, including timely notice of exercise and the absence of any uncured monetary default at the time of exercise.
Change of Control:
The client has identified the change of control provision as a critical negotiation point. The Tenant will seek the right to assign the lease, or to permit a change of control of the Tenant entity, without the Landlord's consent (or with the Landlord's consent not to be unreasonably withheld), provided that any successor entity or controlling party satisfies a specified net worth test. Given the public company structure of the parent entity and the possibility of future corporate transactions, this provision is of significant strategic importance to the client. We anticipate that the Landlord will resist a broad change of control carve-out, and this issue is likely to require sustained negotiation.
SNDA:
As a condition precedent to the Lease Commencement Date, the Tenant shall receive a Subordination, Non-Disturbance and Attornment Agreement from Atlas Continental Bank, N.A., in a form reasonably acceptable to the Tenant, confirming that the Tenant's possession and rights under the lease will not be disturbed in the event of a foreclosure or similar proceeding, provided the Tenant is not in default under the lease.
Governing Law and Dispute Resolution:
The lease shall be governed by the laws of the State of New York, without regard to conflicts of law principles. All disputes arising under the lease shall be submitted to the exclusive jurisdiction of the New York State Supreme Court, County of New York.
VIII. Conflicts Clearance
The mandatory conflicts check for this engagement was completed on April 5, 2023. A conflicts check memorandum was prepared by Rafael Dominguez and circulated to Douglas Fairchild and Angela Fontaine on that date. The conflicts check was run against the following parties and their affiliates:
• Greystone Metropolitan Realty LLC
• Greystone Capital Partners Fund VI LP
• Greystone Capital Advisors LLC
• Atlas Continental Bank, N.A.
• Pemberton Locke & Strauss LLP
• Halsted & Brinkley LLP
• All known principals and affiliates of the foregoing entities
No conflicts of interest were identified as a result of the conflicts check. The firm does not currently represent, and has not within the relevant look-back period represented, any of the above-listed entities in any matter adverse to Aurelius or Aurelius Media Holdings Inc., or in any matter that would give rise to a concurrent or successive conflict under the applicable rules of professional conduct.
A copy of the conflicts check memorandum, dated April 5, 2023, is on file in the matter folder under document number 1017-00009-001.
IX. Next Steps
The following immediate next steps have been identified for the engagement team:
1. Receipt of Landlord's Draft Lease. Await receipt of the initial draft Lease from Pemberton Locke & Strauss LLP, which is expected to be transmitted during the week of April 17, 2023. Upon receipt, the draft will be circulated to the full engagement team for review.
2. Initial Review Memorandum. Upon receipt of the draft Lease, Rafael Dominguez will prepare an initial review memorandum for Douglas Fairchild, identifying key issues, areas of concern, provisions that deviate from market practice, and recommended negotiation strategy. This memorandum is targeted for completion within three to four business days of receipt of the draft.
3. Introductory Client Call. Douglas Fairchild will schedule an introductory call with Tariq Nassar and Vivienne Caldwell to discuss the client's negotiation priorities, business objectives, and any specific concerns or requirements that should inform our review and negotiation approach. This call is targeted for the week of April 10, 2023.
4. Due Diligence Commencement. Cynthia Ho will commence the title, survey, and zoning due diligence workstreams upon receipt of the applicable materials from the Landlord or the client's broker. Requests for the title commitment, survey, Phase I ESA, and building financial statements will be coordinated through Vivienne Caldwell and Dennis Rourke at Blackmoor Advisory Group LLC.
5. Billing Setup. Angela Fontaine will set up the applicable billing codes and initiate the monthly billing cycle under matter number 1017-00009, in accordance with the firm's standard billing procedures and any client-specific billing requirements set forth in the engagement letter.
X. Document Retention and Filing
All documents generated or received in connection with this engagement shall be filed under matter number 1017-00009 in the firm's document management system (Vireo Data Systems). The following organizational protocol shall be observed:
• Lease Drafts and Redlines: All versions of the lease, redlines, comment letters, and related correspondence shall be filed in the designated "Lease Negotiation" subfolder, with clear version numbering and date stamps.
• Due Diligence Materials: Title commitment, survey, Phase I ESA, zoning materials, and landlord financial statements shall be filed in the designated "Due Diligence" subfolder, together with any review memoranda prepared by the engagement team.
• SNDA Materials: All drafts, redlines, and correspondence related to the SNDA negotiation shall be filed in the designated "SNDA" subfolder.
• Corporate Authorizations and Closing Deliverables: Board resolutions, officer's certificates, good standing certificates, letters of credit, insurance certificates, and all other closing deliverables shall be filed in the designated "Closing" subfolder.
• Client Correspondence: All client correspondence, including emails, memoranda, and notes of telephone conferences, shall be indexed separately in the designated "Client Correspondence" subfolder.
• Closing Binder: Upon completion of the transaction, a comprehensive closing binder — both in electronic and, if requested by the client, physical form — shall be assembled containing fully executed copies of all transaction documents and closing deliverables.
All team members are reminded to file documents promptly and consistently in accordance with the above protocol throughout the life of the engagement.
Douglas Fairchild Partner, Real Estate Calderwood & Harkness LLP 425 Park Avenue, 18th Floor New York, NY 10022 Direct: (212) 555-4100 dfairchild@calderwoodharkness.com
cc: Rafael Dominguez, Associate, Real Estate Cynthia Ho, Associate, Real Estate
Attorney | Role | Billing Rate (2023)
Douglas Fairchild | Responsible Partner — overall matter supervision, lead negotiator, client relationship management | $1,450/hr
Angela Fontaine | Billing Partner — budgeting, billing oversight, fee management | $1,450/hr
Rafael Dominguez | Lead Associate — primary drafter, day-to-day document management, due diligence coordination, SNDA negotiation | $895/hr
Cynthia Ho | Working Associate — title and survey review, zoning analysis, change of control provision research, corporate authorizations, insurance coordination | $895/hr
Workstream | Approximate % of Total | Estimated Fee Range
Lease negotiation and drafting (including all exhibits) | 55–60% | $261,250 – $345,000
SNDA negotiation | 10–12% | $47,500 – $69,000
Due diligence (title, survey, environmental, zoning, financial review) | 10–12% | $47,500 – $69,000
Guaranty drafting and negotiation | 5% | $23,750 – $28,750
Corporate authorizations, closing deliverables, and closing management | 10–12% | $47,500 – $69,000
Client communications and project management | 5–8% | $23,750 – $46,000
Total | 100% | $475,000 – $575,000
Target Date | Milestone
April 6, 2023 | Engagement letter executed; matter opened in firm systems
Week of April 17, 2023 | Receipt of initial draft Lease from Landlord's counsel (Pemberton Locke & Strauss LLP)
Week of April 17–21, 2023 | Initial review memorandum prepared (Dominguez to Fairchild); identification of key issues and recommended negotiation strategy
Late April / Early May 2023 | First redline and comment letter returned to Landlord's counsel
Mid-May 2023 | Aurelius Board authorization for US lease commitment (required for Parent Guaranty execution)
May – June 2023 | Iterative lease negotiations between Calderwood & Harkness LLP and Pemberton Locke & Strauss LLP; concurrent due diligence workstreams (title commitment review, Phase I ESA review, survey and zoning analysis, landlord financial review)
June 2023 | SNDA negotiation commences with Atlas Continental Bank, N.A. / Halsted & Brinkley LLP
Late June / Early July 2023 | Final lease form agreed upon by all parties; SNDA finalized and approved by lender
Early to Mid-July 2023 | Lease execution; letter of credit issuance by Caledonian National Bank PLC; SNDA execution
August 1, 2023 (target) | Lease Commencement Date; delivery of possession of the Premises by the Landlord to the Tenant
Shortly after Commencement | Closing of all outstanding deliverables; confirmation of occupancy; preparation of commencement date confirmation letter
February 1, 2024 | Rent Commencement Date (following completion of the 6-month rent-free period)
Lease Period | Annual Base Rent per RSF | Annual Base Rent (185,000 RSF) | Monthly Base Rent
Years 1–5 | $28.00 | $5,180,000 | $431,666.67
Years 6–10 | $33.00 | $6,105,000 | $508,750.00
Years 11–15 | $38.00 | $7,030,000 | $585,833.33

MEMORANDUM

MATTER NO.: 1017-00009

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