| Item No. | Lease Section / Exhibit | Issue Description | Tenant's Position | Landlord's Initial Position | Current Status | Date First Raised | Date Resolved | Resolution / Agreed Terms | C&H Lead | Priority | Notes / Cross-References |
| 1 | Article — Assignment & Subletting | Change of Control Assignment Right — Tenant right to assign Lease upon change of control without Landlord consent | Tenant to have right to assign Lease to successor entity upon a change of control of Aurelius Media Holdings Inc. or Aurelius Global Media Group PLC without Landlord consent, provided successor has tangible net worth (GAAP) ≥ $3.1 billion (Aurelius PLC's tangible net worth as of Lease Date), successor assumes all Lease obligations, and Tenant gives 30 days' prior written notice with evidence of successor's financial condition. 'Control' defined as direct or indirect ownership of >50% of voting equity interests or power to direct management and policies. | Landlord's draft contained no tenant-favorable change of control assignment right; required Landlord consent for all assignments including upon change of control. | Agreed | 2023-05-02 | 2023-06-28 | Agreed per Tenant's position: assignment upon change of control (merger, consolidation, stock sale, asset sale, reorganization resulting in change in identity of controlling person/entity) permitted without Landlord consent, subject to (i) successor tangible net worth ≥ $3.1B, (ii) assumption of all Lease obligations, (iii) 30 days' prior written notice with financial evidence. 'Control' = >50% voting equity or power to direct management. | Cynthia Ho / Douglas Fairchild | High | See Change of Control Analysis Memo (May 10, 2023). Market comparable analysis supports Tenant position. |
| 2 | Article — Assignment & Subletting | Landlord Recapture Right — Scope and applicability upon change of control vs. voluntary assignment | Landlord recapture right to be waived entirely upon a change of control assignment; retained only for voluntary assignments to unrelated third parties (Landlord has 30 days to elect recapture). | Landlord sought blanket recapture right on all assignments, including change of control scenarios. | Agreed | 2023-05-02 | 2023-06-28 | Agreed: Landlord recapture right waived for change of control assignments. Retained for voluntary assignments to unrelated third parties — Landlord has 30 days to elect recapture after receipt of Tenant's request. | Douglas Fairchild | High | Critical for AGMG's M&A flexibility. Negotiated in tandem with Item 1. |
| 3 | Article — Assignment & Subletting | General Assignment/Subletting — Consent standard | Landlord consent not to be unreasonably withheld, conditioned, or delayed for all assignments and sublets. | Landlord's initial draft used 'sole discretion' standard. | Agreed | 2023-05-02 | 2023-06-15 | Agreed: Landlord consent required but not to be unreasonably withheld, conditioned, or delayed. | Rafael Dominguez | High |
| 4 | Guaranty of Lease | Parent Guaranty — Cap amount | Guaranty cap of $18,000,000 (approximately 2 years' average base rent). Aurelius Global Media Group PLC guarantees obligations of Aurelius Media Holdings Inc. | Landlord initially sought unlimited guaranty. | Agreed | 2023-05-02 | 2023-06-20 | Agreed: Parent Guaranty capped at $18,000,000. | Douglas Fairchild | High | Board approval obtained May 15, 2023. |
| 5 | Guaranty of Lease | Parent Guaranty — Release upon change of control assignment | Upon a change of control assignment, successor entity or its parent to execute replacement guaranty on substantially the same terms; upon delivery, Aurelius PLC released from guaranty obligations prospectively. | Landlord wanted Aurelius PLC guaranty to survive any change of control. | Agreed | 2023-05-02 | 2023-06-28 | Agreed per Tenant's position: replacement guaranty on substantially same terms triggers prospective release of Aurelius PLC. | Cynthia Ho | High | Linked to Items 1–2. |
| 6 | Article — Rent | Base Rent Schedule — Escalation structure | Three-tier rent: $28.00/RSF (Years 1–5), $33.00/RSF (Years 6–10), $38.00/RSF (Years 11–15). Annual base rent: $5,180,000 / $6,105,000 / $7,030,000 respectively. 185,000 RSF across Floors 34–38. | Landlord's initial proposal: $30.00/RSF Years 1–5, $36.00/RSF Years 6–10, $42.00/RSF Years 11–15. | Agreed | 2023-05-02 | 2023-06-10 | Agreed at $28/$33/$38 per RSF. Total deal value ~$90,000,000 over 15-year term. | Douglas Fairchild | High | Business terms driven by Vivienne Caldwell / Dennis Rourke (Blackmoor Advisory Group LLC). |
| 7 | Article — Rent | Rent-Free Period — Duration | 6-month rent-free period for build-out (August 1, 2023 – January 31, 2024). Rent Commencement Date: February 1, 2024. | Landlord offered 4 months. | Agreed | 2023-05-02 | 2023-06-10 | Agreed: 6-month rent abatement. Abated rent value ~$2,590,000 (6 × $431,666.67/mo). | Rafael Dominguez | Medium |
| 8 | Article — Operating Expenses & Taxes | Controllable Operating Expense Cap | 5% cumulative annual increase cap on controllable operating expenses above the Base Year (calendar year 2023). | Landlord rejected any cap on operating expense pass-throughs. | Agreed | 2023-05-02 | 2023-06-22 | Agreed: 5% cumulative annual cap on controllable operating expenses. Full pass-through (no stop) above Base Year for uncontrollable expenses. Tenant's proportionate share: 12.76% (185,000 ÷ 1,450,000 RSF). | Rafael Dominguez | High | See Landlord Financial Diligence Memo (June 22, 2023) for historical OpEx analysis. |
| 9 | Article — Security Deposit | Security Deposit Amount and Form | Security deposit of $5,180,000 (1 year's initial base rent) in the form of an irrevocable standby letter of credit issued by Caledonian National Bank PLC. | Landlord initially sought cash deposit equal to 2 years' rent. | Agreed | 2023-05-02 | 2023-06-15 | Agreed: L/C in amount of $5,180,000. L/C No. SNLC-2023-08015 issued July 14, 2023 by Caledonian National Bank PLC (London, New York branch) in favor of Greystone. | Cynthia Ho | High | See Exhibit D — Form of Letter of Credit. |
| 10 | Article — Security Deposit | L/C Burn-Down Schedule | Burn-down by 20% ($1,036,000) at end of each of Lease Years 5, 7, 9, 11, and 13, provided no uncured default. L/C returned at Year 13 ($0 balance). | Landlord proposed no burn-down until Year 10. | Agreed | 2023-05-02 | 2023-06-20 | Agreed per Tenant's position: $5,180,000 → $4,144,000 (Yr 5) → $3,108,000 (Yr 7) → $2,072,000 (Yr 9) → $1,036,000 (Yr 11) → $0 (Yr 13). | Cynthia Ho | Medium |
| 11 | Exhibit C — Work Letter | TI Allowance Amount | $85.00/RSF × 185,000 RSF = $15,725,000. Disbursed via monthly progress payments against architect-certified requisitions (Ashworth Patel Design Studio LLC). Construction managed by Pinnacle Build Group LLC. | Landlord offered $70.00/RSF ($12,950,000). | Agreed | 2023-05-02 | 2023-06-15 | Agreed at $85.00/RSF ($15,725,000 total). | Rafael Dominguez | High |
| 12 | Exhibit C — Work Letter | Excess TI Allowance Option | Additional $15.00/RSF ($2,775,000) available at Tenant's election, amortized into base rent at 7.5% per annum over remaining lease term. | Landlord initially offered no excess TI option. | Agreed | 2023-05-15 | 2023-06-20 | Agreed: Excess TI of $15.00/RSF ($2,775,000) amortized at 7.5% p.a. over remaining term. | Rafael Dominguez | Medium |
| 13 | Exhibit E — Expansion Option | Expansion Space — Floors and RSF | Expansion option on Floors 39 and 40 (37,000 RSF each; 74,000 RSF total). | Landlord offered expansion option on only one floor (Floor 39). | Agreed | 2023-05-02 | 2023-06-10 | Agreed: Both Floors 39 and 40 (74,000 RSF total). | Douglas Fairchild | High |
| 14 | Exhibit E — Expansion Option | Expansion Option Exercise Window | Exercise between 36th and 48th month of Lease Term (August 1, 2026 – July 31, 2027). | Landlord proposed narrower window: months 36–42. | Agreed | 2023-05-02 | 2023-06-10 | Agreed: 12-month window, months 36–48 (August 1, 2026 – July 31, 2027). | Douglas Fairchild | Medium | Confirmed in mid-negotiation status letter to client (June 5, 2023). |
| 15 | Exhibit E — Expansion Option | Expansion Rent Floor | Expansion rent at Fair Market Rent but not less than 95% of then-current base rent per RSF on the initial Premises. E.g., if exercised during Years 6–10: minimum = 95% × $33.00 = $31.35/RSF. | Landlord proposed 100% of then-current base rent as floor (i.e., no discount). | Agreed | 2023-05-15 | 2023-06-28 | Agreed: FMR with floor of 95% of then-current base rent/RSF. Co-terminous with initial Lease Term. | Cynthia Ho | High | Key commercial point for Aurelius. |
| 16 | Exhibit E — Expansion Option | Expansion TI Allowance | $50.00/RSF × 74,000 RSF = $3,700,000. | Landlord offered $35.00/RSF. | Agreed | 2023-05-15 | 2023-06-15 | Agreed at $50.00/RSF ($3,700,000). | Rafael Dominguez | Medium |
| 17 | Exhibit F — ROFO | ROFO — Scope and priority; subordination to Kestrel Insurance Holdings Inc. | ROFO on any full floor on Floors 30–33 that becomes available during the Lease Term. 15 business days to accept at offered terms. Tenant accepts subordination to existing rights of Kestrel Insurance Holdings Inc. (current tenant on Floors 30–32) as of the Lease Date. | Landlord initially limited ROFO to one floor only and did not disclose Kestrel's existing rights until diligence. | Agreed | 2023-05-02 | 2023-06-28 | Agreed: ROFO covers all full floors on Floors 30–33. 15 business day acceptance period. ROFO subordinate to existing rights of Kestrel Insurance Holdings Inc. as of Lease Date. Landlord must provide written notice before marketing ROFO Space. | Cynthia Ho | Medium | Kestrel is current tenant on Floors 30–32. Aurelius accepted subordination after confirming Kestrel's rights are limited to their existing space. |
| 18 | SNDA | Subordination, Non-Disturbance and Attornment Agreement — Terms with Atlas Continental Bank, N.A. | Tenant requires SNDA from Atlas Continental Bank, N.A. (first mortgagee, ~$620M outstanding principal, recorded Jan. 15, 2019) as condition precedent to Commencement Date. Tenant's occupancy and lease rights preserved upon foreclosure or deed-in-lieu so long as Tenant not in default. Negotiated tri-party form. | Atlas / Halsted & Brinkley LLP (Thomas Brinkley) proposed standard lender-form SNDA with broad carve-outs from non-disturbance protection. | Agreed | 2023-06-20 | 2023-07-10 | Agreed: Negotiated tri-party SNDA executed July 10, 2023 by Atlas Continental Bank, N.A., Greystone, and Aurelius Media Holdings Inc. Non-disturbance protections preserved. Delivered as condition precedent to Commencement Date. Lender's counsel: Halsted & Brinkley LLP (Thomas Brinkley); lender contact: Patricia Delgado, VP. | Rafael Dominguez | High | SNDA negotiations commenced June 20, 2023. See SNDA negotiation email to Thomas Brinkley. |
| 19 | SNDA | SNDA — Tenant cure rights and insurance/condemnation proceeds | Tenant to have right to cure Landlord defaults and right to receive insurance/condemnation proceeds for Tenant improvements in event of foreclosure. | Atlas's form did not provide cure rights or address Tenant's improvement proceeds. | Agreed | 2023-06-20 | 2023-07-10 | Agreed: Tenant cure rights included. Insurance/condemnation proceeds for Tenant improvements protected. | Rafael Dominguez | High | Resolved as part of overall SNDA negotiation. |
| 20 | Article — Renewal | Renewal Options — Number and term | Two (2) consecutive five-year renewal options. Notice required not less than 18 months prior to expiration of then-current term. Renewal rent at Fair Market Rent per Exhibit G arbitration procedure. | Landlord offered one five-year renewal option only. | Agreed | 2023-05-02 | 2023-06-15 | Agreed: Two consecutive 5-year renewal terms. 18-month prior notice required. First renewal notice deadline: January 31, 2037. FMR determined per Exhibit G. | Douglas Fairchild | Medium |
| 21 | Exhibit G — FMR Procedure | Fair Market Rent Determination — Arbitration mechanism | Baseball-style arbitration for FMR disputes applicable to expansion option and renewal options. Clear timeline for appointment of arbitrators. | Landlord proposed traditional three-arbitrator panel with averaged result. | Agreed | 2023-05-15 | 2023-06-28 | Agreed: Baseball-style (final offer) arbitration. Timeline for arbitrator appointment specified in Exhibit G. | Cynthia Ho | Medium |
| 22 | Article — Insurance | Tenant Insurance Requirements — Coverage levels and carrier rating | CGL: $5,000,000 per occurrence / $10,000,000 aggregate. Property: full replacement value. Umbrella/excess liability: $25,000,000. Carrier minimum: A.M. Best A-VIII. Insurer: Northbridge Mutual Insurance Company (CGL/property); Sovereign Assurance Group PLC (umbrella). Broker: Caldecott Risk Advisors Ltd. | Landlord initially sought $10M per occurrence CGL and $50M umbrella. | Agreed | 2023-05-02 | 2023-06-15 | Agreed at $5M occ./$10M agg. CGL and $25M umbrella. A.M. Best A-VIII carrier minimum. | Rafael Dominguez | Medium | Insurance certificates delivered July 28, 2023. |
| 23 | Article — Use | Permitted Use — Scope for media, entertainment, and e-commerce headquarters | General office, studio/production, and ancillary uses consistent with a global media, entertainment, and e-commerce headquarters. | Landlord's draft limited use to 'general office' only. | Agreed | 2023-05-02 | 2023-06-10 | Agreed: Use expanded to include studio/production and ancillary uses consistent with media/entertainment/e-commerce headquarters, subject to building rules and regulations (Exhibit B) and applicable zoning. | Rafael Dominguez | Medium | Zoning compliance confirmed per Survey & Zoning Review Memo (June 15, 2023). |
| 24 | Article — Signage | Tenant Signage Rights | Lobby directory listing, one elevator bank placard, and one exterior building-top sign position (subject to governmental approvals). | Landlord offered lobby directory only. | Agreed | 2023-05-15 | 2023-06-20 | Agreed: Lobby directory, elevator bank placard, and one building-top sign position subject to governmental approvals. | Cynthia Ho | Low |
| 25 | Article — Environmental | Landlord Environmental Representations and Indemnity | Landlord to represent that asbestos-containing materials have been abated on Premises floors. Landlord to indemnify Tenant for pre-existing environmental conditions. | Landlord initially provided no environmental representations. | Agreed | 2023-05-15 | 2023-06-22 | Agreed: Landlord represents ACM abatement complete on Floors 34–38. Landlord indemnifies for pre-existing environmental conditions. Phase I ESA completed June 2, 2023 by Greenfield Environmental Sciences LLC (Dr. Nadine Bertram, P.E.) — no RECs identified. | Rafael Dominguez | High | See Environmental Report Summary Memo (June 5, 2023). |
| 26 | Article — Electricity | Electricity — Metering method | Direct metering; Tenant responsible for own electric usage. Estimated cost $3.15/RSF/year (information only, not part of base rent). | Landlord proposed submetering with administrative markup. | Agreed | 2023-05-02 | 2023-06-10 | Agreed: Direct metering, no administrative markup. | Rafael Dominguez | Low |
| 27 | Article — Commencement / Delivery | Commencement Date and delivery conditions | Commencement Date: August 1, 2023. SNDA delivery required as condition precedent to Commencement Date. Landlord to deliver vacant possession of Floors 34–38. | No significant dispute; timing aligned. | Agreed | 2023-05-02 | 2023-07-01 | Agreed: Commencement Date August 1, 2023. SNDA delivered July 10, 2023 (condition satisfied). Possession delivered August 1, 2023. Occupancy confirmed August 10, 2023. | Douglas Fairchild | High | See Commencement Date Confirmation Letter and Possession Delivery & Punchlist Letter. |
| 28 | Article — Lease Term | Lease Term and Expiration Date | 15-year term (180 months). Expiration Date: July 31, 2038. | No dispute on term length. | Agreed | 2023-05-02 | 2023-05-02 | Agreed: 15-year term, expiring July 31, 2038. | Douglas Fairchild | N/A | Business term agreed pre-negotiation. |
| 29 | Closing Deliverables | Tenant corporate deliverables — Board resolutions, officer's certificate, good standing | Aurelius Media Holdings Inc. board resolutions, officer's certificate (authority, good standing, no defaults), good standing certificate from Delaware Secretary of State (File No. 7318294). Aurelius PLC board minutes extract (May 15, 2023 approval) and good standing from Companies House (Co. No. 04291837). | No dispute; standard closing requirements. | Agreed | 2023-06-01 | 2023-07-13 | All corporate deliverables executed and delivered at or prior to Lease execution July 13, 2023. | Cynthia Ho | Medium |
| 30 | Article — Broker | Broker Recognition and Commission | Tenant's broker: Blackmoor Advisory Group LLC (Dennis Rourke); commission 2.25% × $90M = $2,025,000, payable by Landlord. Landlord's broker: Mercer Houghton Real Estate Services Inc. (Simone Archer); commission 1.50% × $90M = $1,350,000, payable by Landlord. Separate commission agreement. | No dispute; agreed per separate commission agreements. | Agreed | 2023-05-02 | 2023-06-01 | Agreed: Commissions payable by Landlord per separate agreements. | Rafael Dominguez | Low |