1017-00009 · Aurelius Global Media Group · Post-Signing

closing-completion-file-memo.docx DOCUMENT Real Estate

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PRIVILEGED AND CONFIDENTIAL ATTORNEY WORK PRODUCT

CALDERWOOD & HARKNESS LLP 425 Park Avenue, 18th Floor New York, NY 10022

INTERNAL MEMORANDUM

August 10, 2023

TO: Angela Fontaine, Esq. (Billing Partner, Real Estate) Rafael Dominguez, Esq. (Lead Associate, Real Estate) Cynthia Ho, Esq. (Working Associate, Real Estate)

FROM: Douglas Fairchild, Esq. (Responsible Partner, Real Estate)

RE: Closing Completion — Aurelius Global Media Group PLC / Aurelius Media Holdings Inc. Headquarters Lease at 787 Seventh Avenue, New York, NY 10019 (Greystone Tower)

MATTER NO.: 1017-00009

CLASSIFICATION: Internal — Attorney Work Product / Privileged

CLOSING COMPLETION AND FILE MEMORANDUM

1. Purpose and Summary

This memorandum confirms that all closing conditions under the Agreement of Lease dated July 13, 2023 (the "Lease") between Greystone Metropolitan Realty LLC, a New York limited liability company ("Landlord"), and Aurelius Media Holdings Inc., a Delaware corporation ("Tenant"), have been satisfied in all material respects as of August 10, 2023. The purpose of this memorandum is to document the completion of the closing, identify all deliverables that were tendered and accepted, confirm the key commercial terms of the transaction, and set forth future dates and ongoing obligations that the client should calendar going forward.

The Lease covers the premises consisting of approximately 185,000 rentable square feet ("RSF") located on the 34th, 35th, 36th, 37th, and 38th floors at 787 Seventh Avenue (commonly known as "Greystone Tower"), New York, New York 10019, identified for tax lot purposes as Block 1024, Lot 18, Borough of Manhattan, County of New York (the "Premises"). The Premises will serve as the primary United States headquarters of Aurelius Global Media Group PLC and its operating subsidiary, Aurelius Media Holdings Inc.

The total deal value of the Lease, calculated on the basis of aggregate base rent payable over the full 15-year term (exclusive of escalations, additional rent, and other charges), is approximately $90,000,000. This figure reflects the stepped rent structure described in Section 2 below.

Occupancy of the Premises by Tenant is now in effect. Accordingly, the matter status for Matter No. 1017-00009 is being updated to closed/completed, as more fully set forth in Section 13 of this memorandum. No further Calderwood & Harkness involvement is anticipated on this matter unless issues arise during the tenant improvement build-out or in connection with any future exercise of rights under the Lease, each of which would be opened as a separate engagement.

2. Confirmation of Lease Execution

The Lease was duly executed on July 13, 2023 by the following parties:

• Landlord: Greystone Metropolitan Realty LLC, a New York limited liability company

• Tenant: Aurelius Media Holdings Inc., a Delaware corporation (Delaware Secretary of State File No. 7318294)

Calderwood & Harkness LLP served as counsel to the Tenant and its parent company, Aurelius Global Media Group PLC, throughout the negotiation, documentation, and closing of the Lease. The Landlord was represented by Pemberton Locke & Strauss LLP, 1 World Financial Center, Suite 3800, New York, New York 10281, with Diane Ashford serving as lead partner and Kevin Mulcahy serving as the working associate on the transaction.

The following key lease parameters were confirmed at execution and remain in effect:

The foregoing rent schedule produces the aggregate base rent figure of approximately $90,000,000 referenced in Section 1 above. The Lease also provides for Tenant's payment of its Proportionate Share (12.76%) of increases in operating expenses and real estate taxes over the base year amounts, as well as electricity charges, in each case as more fully described in the Lease.

The Lease was executed in multiple counterpart originals. One fully executed original has been retained in the Calderwood & Harkness closing file, and additional originals were distributed to the client and to Landlord's counsel.

3. Guaranty of Lease

In connection with the execution of the Lease, a Guaranty of Lease (the "Guaranty") was executed on July 13, 2023 by Aurelius Global Media Group PLC, a public limited company organized under the laws of England and Wales (Companies House Company No. 04291837), the parent company of the Tenant, in favor of Greystone Metropolitan Realty LLC, as Landlord.

The Guaranty provides a continuing guarantee of all of Tenant's obligations under the Lease, subject to a maximum aggregate liability cap of $18,000,000, which represents approximately two years of average annual base rent over the term of the Lease. The Guaranty was a negotiated instrument and includes the following material provisions:

(a) The Guaranty is a guaranty of payment and performance, not merely of collection, and the Landlord is not required to proceed first against the Tenant before enforcing the Guaranty against the Guarantor.

(b) The Guaranty includes customary waivers of defenses, including waiver of notice of default, waiver of presentment and demand, and waiver of any defense arising from modifications to the Lease made without the Guarantor's consent (provided that no such modification shall increase the Guarantor's liability beyond the $18,000,000 cap without the Guarantor's prior written consent).

(c) The Guaranty includes a provision for release upon a change of control assignment where the successor entity acquiring control of the Tenant delivers a replacement guaranty to the Landlord on substantially the same terms as the Guaranty, including a guaranty cap of not less than $18,000,000, and otherwise satisfies the change of control assignment conditions set forth in the Lease.

The Guaranty is governed by New York law and provides for jurisdiction in the courts of the State of New York, County of New York, or the United States District Court for the Southern District of New York. A fully executed original of the Guaranty has been retained in the Calderwood & Harkness closing file.

4. SNDA Delivery Confirmed

The Subordination, Non-Disturbance and Attornment Agreement (the "SNDA") was executed on July 10, 2023 — three days prior to the execution of the Lease itself — among the following parties:

(a) Atlas Continental Bank, N.A., a national banking association, as first mortgagee (principal office at 277 Park Avenue, New York, New York 10172);

(b) Greystone Metropolitan Realty LLC, as Landlord and Borrower under the first mortgage; and

Atlas Continental Bank, N.A. holds a first mortgage lien on the Building (Greystone Tower), which mortgage was originally recorded on January 15, 2019 in the Office of the City Register of the City of New York, New York County. As of the date of the SNDA, the outstanding principal balance under the mortgage loan was approximately $620,000,000. The lender was represented in connection with the SNDA by Halsted & Brinkley LLP, 200 Park Avenue, Suite 2400, New York, New York 10166, with Thomas Brinkley serving as lead partner.

Delivery of the fully executed SNDA was a condition precedent to the occurrence of the Commencement Date under the Lease. This condition has been satisfied. The SNDA was negotiated to include the following key protections for the Tenant:

(a) Non-Disturbance: The Tenant's right to occupy and use the Premises, and all of the Tenant's rights and interests under the Lease, will not be disturbed, diminished, or interfered with by Atlas Continental Bank, N.A. or any successor-in-interest (including any purchaser at foreclosure sale or grantee under a deed-in-lieu of foreclosure), so long as the Tenant is not in default under the Lease beyond any applicable notice and cure periods.

(b) Subordination: The Lease is subordinate to the first mortgage, subject to the non-disturbance protections described above.

(c) Attornment: In the event of a foreclosure or other transfer of the Landlord's interest in the Building to Atlas Continental Bank, N.A. or any successor, the Tenant will attorn to and recognize the successor landlord, and the Lease will continue in full force and effect as a direct lease between the Tenant and the successor landlord.

The SNDA is governed by New York law. A fully executed original of the SNDA has been retained in the Calderwood & Harkness closing file and a copy was transmitted to the client.

5. Letter of Credit Delivery Confirmed

An irrevocable standby letter of credit, designated No. SNLC-2023-08015, was issued on July 14, 2023 by Caledonian National Bank PLC (London headquarters; issued through its New York branch) in favor of Greystone Metropolitan Realty LLC, as beneficiary, for the account of Aurelius Media Holdings Inc., as applicant.

The initial face amount of the letter of credit is $5,180,000, which is equal to one full year of initial base rent under the Lease ($28.00/RSF × 185,000 RSF). The letter of credit was transmitted to Landlord's counsel, Pemberton Locke & Strauss LLP (attention: Diane Ashford), via a formal transmittal letter dated July 14, 2023, prepared by Rafael Dominguez of this firm. Acknowledgment of receipt was received from Diane Ashford's office the same day.

The letter of credit includes a burn-down schedule permitting automatic reductions in the stated amount, subject to satisfaction of the conditions described below:

Each reduction is conditioned upon the Tenant not being in uncured default under the Lease at the time of the scheduled reduction. In the event of an uncured default, the Landlord retains the right to draw upon the full stated amount of the letter of credit as then in effect in accordance with the terms of the Lease and the letter of credit itself. The letter of credit is an evergreen instrument, automatically renewing annually, with an expiration date no earlier than sixty (60) days following the Expiration Date of the Lease or, if earlier, the date on which the letter of credit is reduced to $0 pursuant to the burn-down schedule.

A copy of the letter of credit and the transmittal letter have been retained in the Calderwood & Harkness closing file.

6. Insurance Certificates Delivery Confirmed

Certificates of insurance evidencing the coverages required under the Lease were transmitted to Greystone Metropolitan Realty LLC (attention: Catherine Ng, Senior Vice President, Leasing) via a formal letter dated July 28, 2023, prepared by Cynthia Ho of this firm. The certificates were reviewed by our team to confirm compliance with the insurance requirements set forth in Article 11 of the Lease. The following coverages were confirmed:

All insurance carriers reflected on the certificates meet or exceed the minimum financial strength rating of A.M. Best A-VIII (or its equivalent), as required under the Lease. The insurance program was placed through Caldecott Risk Advisors Ltd., 71 Fenchurch Street, London EC3M 4BS, United Kingdom, which serves as the global insurance broker for the Aurelius group of companies.

The certificates name Greystone Metropolitan Realty LLC, its managing agent, and Atlas Continental Bank, N.A. as additional insureds, as required under the Lease and the SNDA, respectively. The certificates also confirm that Tenant's liability policies are primary and non-contributory with respect to any insurance maintained by the Landlord, and contain a waiver of subrogation in favor of the Landlord and its affiliates.

Copies of the certificates have been retained in the Calderwood & Harkness closing file. The client's insurance broker, Caldecott Risk Advisors Ltd., has been advised that annual certificate renewals must be delivered to the Landlord no later than thirty (30) days prior to the expiration of each policy period.

7. Corporate Authorization Documents Delivered

The following corporate authorization documents were delivered at or prior to closing, in each case as required under the Lease or as customary for a transaction of this nature:

Tenant Board Resolutions. Board resolutions of Aurelius Media Holdings Inc. authorizing the execution, delivery, and performance of the Lease and all ancillary documents (including the letter of credit application) were adopted by the Board of Directors of the Tenant and delivered at closing. The resolutions designate the authorized signatories for the Lease and confirm that no further corporate action is required for the Tenant to enter into the Lease. The resolutions were certified by the Secretary of Aurelius Media Holdings Inc.

Tenant Officer's Certificate. An officer's certificate was executed by an authorized officer of Aurelius Media Holdings Inc. and delivered at closing. The certificate certifies: (i) the corporate authority of the Tenant to enter into the Lease and the ancillary documents; (ii) the good standing of the Tenant under the laws of the State of Delaware; (iii) the accuracy of the representations and warranties made by the Tenant in the Lease as of the date of closing; and (iv) the absence of any defaults or events that, with the giving of notice or passage of time, would constitute a default under the Lease.

PLC Board Minutes Extract. An extract of the minutes of the Board of Directors of Aurelius Global Media Group PLC dated May 15, 2023 was delivered at closing. The minutes reflect the Board's approval of the US lease commitment at 787 Seventh Avenue, New York, and the execution of the Guaranty of Lease in favor of Greystone Metropolitan Realty LLC (with the Guaranty cap of $18,000,000). The minutes extract was certified by the Company Secretary of Aurelius Global Media Group PLC. We note that the Board approval was obtained approximately two months prior to execution, which provided ample time for the negotiation and finalization of the Lease and Guaranty documentation.

Good Standing Certificates. The following certificates of good standing (or equivalent status certificates) were obtained and delivered at closing:

(a) Certificate of Good Standing for Aurelius Media Holdings Inc. issued by the Delaware Secretary of State, confirming the Tenant's good standing and active status under Delaware File No. 7318294; and

(b) Certificate of Good Standing (or confirmation of active status) for Aurelius Global Media Group PLC obtained from Companies House (England and Wales), confirming the Guarantor's active status under Company No. 04291837.

Copies of all corporate authorization documents have been retained in the Calderwood & Harkness closing file.

8. Due Diligence Deliverables — Completion Status

The following due diligence items have been completed and the results are summarized below for the record:

Title. A leasehold title insurance policy was issued by Commonwealth Fidelity Title Insurance Co. (Policy No. LTP-2023-07842), based on a title commitment dated June 9, 2023. The policy insures the Tenant's leasehold interest in the Premises. All required endorsements, including zoning, survey, and access endorsements, were received and reviewed by our team. The schedule of permitted exceptions was reviewed and approved by the Tenant; the permitted exceptions consist principally of the first mortgage held by Atlas Continental Bank, N.A. (which is addressed by the SNDA), standard utility easements, and the declaration of restrictions applicable to the Building. No title objections were raised that were not resolved or waived prior to closing.

Environmental. A Phase I Environmental Site Assessment was completed on June 2, 2023 by Greenfield Environmental Sciences LLC (Dr. Nadine Bertram, P.E., project director). The Phase I assessment was conducted in accordance with ASTM Standard E1527-21 and did not identify any Recognized Environmental Conditions ("RECs"), Controlled RECs, or Historical RECs affecting the Premises or the Building. In addition, the Landlord's representations and warranties set forth in Article 40 of the Lease regarding the completion of asbestos abatement in the Premises and the Building's compliance with applicable environmental laws were confirmed. The Lease includes an indemnification by the Landlord in favor of the Tenant for any pre-existing environmental conditions at the Building, which indemnification survives the expiration or earlier termination of the Lease.

Survey and Zoning. An ALTA/NSPS Land Title Survey of the property was reviewed by our team. The survey was prepared by a licensed surveyor and certified to the Tenant, the title insurer, and the lender. Zoning was confirmed as permitting general office use, studio and production use, and ancillary uses consistent with the operation of a global media, entertainment, and e-commerce headquarters. No zoning variances or special permits are required for the Tenant's intended use of the Premises.

All due diligence deliverables and reports have been retained in the Calderwood & Harkness closing file.

9. Commencement and Possession

The Commencement Date of the Lease was confirmed as August 1, 2023. A formal Commencement Date Confirmation Letter was sent by Douglas Fairchild of this firm to Diane Ashford of Pemberton Locke & Strauss LLP on August 1, 2023, confirming the following dates:

The Landlord delivered possession of the Premises (Floors 34, 35, 36, 37, and 38 of Greystone Tower) to the Tenant on August 1, 2023, in accordance with the terms of the Lease. Delivery of possession was in "as-is" condition with respect to the Premises (exclusive of Landlord's obligations to deliver the base building systems in good working order), consistent with the build-to-suit arrangement contemplated by the Work Letter Agreement.

A Possession Delivery and Punchlist Letter was sent on August 1, 2023 by Rafael Dominguez of this firm to Brendan T. Kozlowski, Vice President, Asset Management, Greystone Metropolitan Realty LLC. The letter acknowledged the Tenant's receipt of possession of the Premises and reserved the Tenant's rights with respect to the punchlist items identified during the walk-through inspection, including minor base building deficiencies relating to elevator lobby finishes on the 34th floor, HVAC balancing on the 37th floor, and restroom fixture replacements on the 36th floor. The letter requested that the Landlord complete the punchlist items within thirty (30) days of the date of the letter, in accordance with Article 2 of the Lease.

Occupancy of the Premises by Tenant's personnel and contractors was confirmed effective August 10, 2023. As of this date, all closing deliverables have been fulfilled and all conditions to the Commencement Date under the Lease have been satisfied.

10. Tenant Improvement Work — Status Note

The tenant improvement build-out of the Premises (the "TI Work") is scheduled to proceed during the six-month rent-free period from August 1, 2023 through January 31, 2024, in accordance with the Work Letter Agreement attached as Exhibit C to the Lease. The following summarizes the key parameters of the TI Work:

TI Allowance: The Landlord has agreed to provide a tenant improvement allowance of $15,725,000, calculated at the rate of $85.00 per RSF applied to the 185,000 RSF of the Premises. The TI Allowance is to be disbursed by the Landlord via monthly progress payments made against architect-certified requisitions submitted by the Tenant, with each requisition subject to a ten percent (10%) retainage holdback until substantial completion of the TI Work. The Landlord's obligation to fund the TI Allowance is subject to the Tenant's compliance with the submission and approval procedures set forth in the Work Letter Agreement.

Excess TI Option: The Tenant has the option to request an additional tenant improvement allowance of up to $2,775,000 (calculated at the rate of $15.00 per RSF applied to 185,000 RSF), which additional amount, if drawn, will be amortized at 7.5% per annum over the remaining term of the Lease and payable by the Tenant as additional rent in equal monthly installments.

Design and Construction Team: The TI Work will be designed by Ashworth Patel Design Studio LLC (Rohan Patel, AIA, Principal), with offices at 20 West 22nd Street, 7th Floor, New York, New York 10010. Construction management services will be provided by Pinnacle Build Group LLC, 330 West 42nd Street, Suite 1500, New York, New York 10036. Both firms were selected by the Tenant, and their engagement letters are on file with the client's internal real estate team.

It is noted for the record that the TI requisition process, construction oversight, and related coordination with the Landlord's property management team are ongoing operational matters that will be managed by the Tenant's internal real estate and facilities team, led by Vivienne Caldwell (SVP, Global Real Estate & Facilities). No further Calderwood & Harkness involvement is anticipated in connection with the TI Work unless legal issues arise, such as disputes regarding the TI Allowance disbursement, construction liens, or interpretation of the Work Letter Agreement, in which case a separate engagement would be opened.

11. Broker Commissions — Status

The following broker commissions are payable in connection with the Lease:

(a) Tenant's Broker: Blackmoor Advisory Group LLC (Dennis Rourke, Principal Broker) is entitled to a commission of $2,025,000 (representing 2.25% of the approximately $90,000,000 aggregate base rent over the Lease term), payable by the Landlord pursuant to a separate commission agreement between the Landlord and Blackmoor Advisory Group LLC.

(b) Landlord's Broker: Mercer Houghton Real Estate Services Inc. (Simone Archer) is entitled to a commission of $1,350,000 (representing 1.50% of the approximately $90,000,000 aggregate base rent over the Lease term), payable by the Landlord pursuant to a separate commission agreement between the Landlord and Mercer Houghton Real Estate Services Inc.

The commission arrangements described above are solely between the respective brokers and the Landlord. The Lease includes customary mutual representations and warranties confirming that the only brokers involved in the transaction are Blackmoor Advisory Group LLC and Mercer Houghton Real Estate Services Inc., and each party has agreed to indemnify the other against claims for brokerage commissions arising from a breach of such representations. No Calderwood & Harkness action is required with respect to the commission arrangements.

12. Key Future Dates and Ongoing Obligations for Client's Calendar

The following is a summary of key future dates, option exercise windows, and ongoing obligations under the Lease that should be calendared by the client for purposes of asset management, financial planning, and legal compliance. We recommend that this information be shared with the client's General Counsel and SVP, Global Real Estate & Facilities.

12.1 Rent Commencement Date

February 1, 2024. Base rent at the rate of $28.00 per RSF per annum ($431,666.67 per month) will commence on this date. The Tenant should ensure that all payment instructions and wire transfer arrangements with the Landlord are established in advance of this date.

12.2 Expansion Option

Exercise Window: August 1, 2026 through July 31, 2027. The Tenant has an option to expand the Premises to include Floors 39 and 40 (comprising approximately 74,000 RSF in the aggregate) at Greystone Tower. The key terms of the expansion option are as follows:

(a) The expansion rent will be at the then-prevailing fair market rental rate ("FMR"), with a floor of not less than 95% of the Tenant's then-current base rent per RSF under the Lease.

(b) The Landlord will provide an expansion tenant improvement allowance of $3,700,000 (calculated at the rate of $50.00 per RSF applied to 74,000 RSF).

(d) The expansion option is personal to the named Tenant (and any permitted assignee under a change of control assignment) and may not be exercised if the Tenant is in uncured default under the Lease at the time of exercise.

12.3 Right of First Offer (ROFO)

Ongoing during the Lease Term. The Tenant holds a right of first offer with respect to any full floor on Floors 30, 31, 32, and 33 of Greystone Tower that becomes available for lease during the Lease term. Upon availability, the Landlord is required to deliver written notice to the Tenant setting forth the material terms on which the Landlord is willing to lease such space, and the Tenant will have fifteen (15) business days from receipt of such notice to accept or decline the offer. The ROFO is subordinate to the existing rights of Kestrel Insurance Holdings Inc., which is understood to hold a prior right of first offer or expansion right with respect to certain of those floors. The ROFO is personal to the named Tenant and may not be exercised if the Tenant is in uncured default under the Lease.

12.4 Letter of Credit Burn-Down Dates

As detailed in Section 5 above, the letter of credit is subject to the following scheduled reductions of $1,036,000 each, provided that no uncured default exists at the time of the applicable reduction:

• End of Lease Year 5: July 31, 2028

• End of Lease Year 7: July 31, 2030

• End of Lease Year 9: July 31, 2032

• End of Lease Year 11: July 31, 2034

• End of Lease Year 13: July 31, 2036

The Tenant should calendar these dates and coordinate with Caledonian National Bank PLC (New York branch) to effectuate each amendment to the stated amount of the letter of credit in a timely manner.

12.5 Renewal Option Notice Deadline

First Renewal Notice Deadline: No later than January 31, 2036 (eighteen (18) months prior to the July 31, 2038 Expiration Date). The Tenant has the right to renew the Lease for two (2) consecutive five-year renewal terms at the then-prevailing FMR. Failure to deliver timely written notice of the Tenant's election to exercise the first renewal option will result in the irrevocable waiver of the first renewal option and, by consequence, the second renewal option as well. The renewal options are subject to the Tenant not being in uncured default at the time of exercise and at the commencement of the renewal term.

12.6 Change of Control

The Lease permits the Tenant to assign the Lease to a successor entity without the Landlord's consent in connection with a change of control of the Tenant, provided that the following conditions are satisfied:

(a) The successor entity has a tangible net worth equal to or greater than $3.1 billion as of the date of the assignment;

(b) The successor entity assumes all of the Tenant's obligations under the Lease pursuant to a written assumption agreement in form reasonably satisfactory to the Landlord;

(c) The Tenant delivers thirty (30) days' prior written notice to the Landlord, accompanied by evidence of the successor entity's financial condition reasonably satisfactory to the Landlord; and

(d) The successor entity (or, if applicable, its parent) delivers a replacement guaranty to the Landlord on substantially the same terms as the existing Guaranty of Lease (including a guaranty cap of not less than $18,000,000).

12.7 Lease Expiration Date

July 31, 2038 (subject to extension pursuant to the renewal options described above).

13. Matter Status and File Closing

Based on the foregoing, all closing conditions under the Agreement of Lease have been satisfied in all material respects as of the date hereof, and the transaction has been completed.

All executed originals and copies of the Lease, Guaranty, SNDA, letter of credit, certificates of insurance, corporate authorization documents, due diligence reports, title insurance policy, and all correspondence generated in connection with the closing have been organized in the closing binder maintained by the firm. An index to the closing binder will be prepared and circulated together with a post-closing summary letter to the client, which is to be sent no later than August 15, 2023. Rafael Dominguez will be responsible for preparing the closing binder index and the post-closing summary letter for my review.

The status of Matter No. 1017-00009 is hereby updated to closed/completed. All firm files, both physical and electronic, associated with this matter are to be archived in accordance with the Calderwood & Harkness LLP document retention policy. Electronic files should be transferred to the firm's long-term archive system, and physical files should be transferred to off-site storage, with the matter number and closing date clearly marked on all storage containers and index records.

Billing Note: Angela Fontaine, as billing partner on this engagement, should finalize all outstanding invoicing related to this matter. The anticipated total professional fees for the engagement are within the $475,000–$575,000 range communicated to the client in the engagement letter. Any final invoice should be submitted for review prior to transmission to the client.

Future Matters: Any future legal work arising from or related to the Lease — including, without limitation, the exercise of the expansion option, the exercise of the renewal option, tenant improvement disputes, change of control assignments, ROFO exercises, or any other matter — will be opened as a new matter with a separate engagement authorization and matter number. Calderwood & Harkness LLP's continued representation of the client on future matters is not presumed or guaranteed by the closing of this matter and will be subject to the firm's standard conflict clearance and engagement procedures.

14. Distribution and Enclosures

This memorandum is distributed to the internal engagement team only — Angela Fontaine, Rafael Dominguez, and Cynthia Ho — and is subject to attorney-client privilege and work product protection. This memorandum is not to be distributed to the client, to opposing counsel, or to any third party without the prior written approval of Douglas Fairchild.

Enclosures: None. The closing binder index referenced herein will accompany the post-closing summary letter to the client when it is transmitted on or before August 15, 2023.

Client Contacts for Future Matters: For any future matters arising from the Lease or the Tenant's occupancy at Greystone Tower, the primary client contacts are:

• Tariq Nassar, General Counsel, Aurelius Global Media Group PLC

• Vivienne Caldwell, SVP, Global Real Estate & Facilities, Aurelius Global Media Group PLC

• Eleanora Voss, CFO, Aurelius Global Media Group PLC (to be copied as appropriate on financial matters)

Douglas Fairchild Partner, Real Estate Calderwood & Harkness LLP 425 Park Avenue, 18th Floor New York, NY 10022

CONFIDENTIAL — This memorandum constitutes attorney work product and is protected by the attorney-client privilege. It is intended solely for the use of the named recipients. Do not copy, distribute, or disclose without prior authorization. Calderwood & Harkness LLP — Matter No. 1017-00009.

Parameter	Detail
Lease Term	15 years (180 months)
Commencement Date	August 1, 2023
Rent Commencement Date	February 1, 2024 (following a 6-month rent-free period for build-out)
Expiration Date	July 31, 2038
Base Rent — Years 1–5	$28.00 per RSF per annum ($5,180,000 per annum; $431,666.67 per month)
Base Rent — Years 6–10	$33.00 per RSF per annum ($6,105,000 per annum; $508,750.00 per month)
Base Rent — Years 11–15	$38.00 per RSF per annum ($7,030,000 per annum; $585,833.33 per month)
Tenant's Proportionate Share	12.76%
Base Year (Operating Expenses and Tax Escalations)	Calendar year 2023
Reduction Trigger	Reduction Amount	Remaining L/C Balance
End of Lease Year 5 (July 31, 2028)	$1,036,000	$4,144,000
End of Lease Year 7 (July 31, 2030)	$1,036,000	$3,108,000
End of Lease Year 9 (July 31, 2032)	$1,036,000	$2,072,000
End of Lease Year 11 (July 31, 2034)	$1,036,000	$1,036,000
End of Lease Year 13 (July 31, 2036)	$1,036,000	$0
Coverage Type	Carrier	Limits
Commercial General Liability	Northbridge Mutual Insurance Company	$5,000,000 per occurrence / $10,000,000 aggregate
Property Coverage (Tenant's Property & Improvements)	Northbridge Mutual Insurance Company	Full replacement value
Umbrella / Excess Liability	Sovereign Assurance Group PLC	$25,000,000
Date	Event
August 1, 2023	Commencement Date
February 1, 2024	Rent Commencement Date
July 31, 2038	Expiration Date

PRIVILEGED AND CONFIDENTIAL ATTORNEY WORK PRODUCT
CALDERWOOD & HARKNESS LLP 425 Park Avenue, 18th Floor New York, NY 10022
INTERNAL MEMORANDUM
August 10, 2023
TO: Angela Fontaine, Esq. (Billing Partner, Real Estate) Rafael Dominguez, Esq. (Lead Associate, Real Estate) Cynthia Ho, Esq. (Working Associate, Real Estate)
FROM: Douglas Fairchild, Esq. (Responsible Partner, Real Estate)
RE: Closing Completion — Aurelius Global Media Group PLC / Aurelius Media Holdings Inc. Headquarters Lease at 787 Seventh Avenue, New York, NY 10019 (Greystone Tower)
MATTER NO.: 1017-00009
CLASSIFICATION: Internal — Attorney Work Product / Privileged
CLOSING COMPLETION AND FILE MEMORANDUM
1. Purpose and Summary
This memorandum confirms that all closing conditions under the Agreement of Lease dated July 13, 2023 (the "Lease") between Greystone Metropolitan Realty LLC, a New York limited liability company ("Landlord"), and Aurelius Media Holdings Inc., a Delaware corporation ("Tenant"), have been satisfied in all material respects as of August 10, 2023. The purpose of this memorandum is to document the completion of the closing, identify all deliverables that were tendered and accepted, confirm the key commercial terms of the transaction, and set forth future dates and ongoing obligations that the client should calendar going forward.
The Lease covers the premises consisting of approximately 185,000 rentable square feet ("RSF") located on the 34th, 35th, 36th, 37th, and 38th floors at 787 Seventh Avenue (commonly known as "Greystone Tower"), New York, New York 10019, identified for tax lot purposes as Block 1024, Lot 18, Borough of Manhattan, County of New York (the "Premises"). The Premises will serve as the primary United States headquarters of Aurelius Global Media Group PLC and its operating subsidiary, Aurelius Media Holdings Inc.
The total deal value of the Lease, calculated on the basis of aggregate base rent payable over the full 15-year term (exclusive of escalations, additional rent, and other charges), is approximately $90,000,000. This figure reflects the stepped rent structure described in Section 2 below.
Occupancy of the Premises by Tenant is now in effect. Accordingly, the matter status for Matter No. 1017-00009 is being updated to closed/completed, as more fully set forth in Section 13 of this memorandum. No further Calderwood & Harkness involvement is anticipated on this matter unless issues arise during the tenant improvement build-out or in connection with any future exercise of rights under the Lease, each of which would be opened as a separate engagement.
2. Confirmation of Lease Execution
The Lease was duly executed on July 13, 2023 by the following parties:
• Landlord: Greystone Metropolitan Realty LLC, a New York limited liability company
• Tenant: Aurelius Media Holdings Inc., a Delaware corporation (Delaware Secretary of State File No. 7318294)
Calderwood & Harkness LLP served as counsel to the Tenant and its parent company, Aurelius Global Media Group PLC, throughout the negotiation, documentation, and closing of the Lease. The Landlord was represented by Pemberton Locke & Strauss LLP, 1 World Financial Center, Suite 3800, New York, New York 10281, with Diane Ashford serving as lead partner and Kevin Mulcahy serving as the working associate on the transaction.
The following key lease parameters were confirmed at execution and remain in effect:
The foregoing rent schedule produces the aggregate base rent figure of approximately $90,000,000 referenced in Section 1 above. The Lease also provides for Tenant's payment of its Proportionate Share (12.76%) of increases in operating expenses and real estate taxes over the base year amounts, as well as electricity charges, in each case as more fully described in the Lease.
The Lease was executed in multiple counterpart originals. One fully executed original has been retained in the Calderwood & Harkness closing file, and additional originals were distributed to the client and to Landlord's counsel.
3. Guaranty of Lease
In connection with the execution of the Lease, a Guaranty of Lease (the "Guaranty") was executed on July 13, 2023 by Aurelius Global Media Group PLC, a public limited company organized under the laws of England and Wales (Companies House Company No. 04291837), the parent company of the Tenant, in favor of Greystone Metropolitan Realty LLC, as Landlord.
The Guaranty provides a continuing guarantee of all of Tenant's obligations under the Lease, subject to a maximum aggregate liability cap of $18,000,000, which represents approximately two years of average annual base rent over the term of the Lease. The Guaranty was a negotiated instrument and includes the following material provisions:
(a) The Guaranty is a guaranty of payment and performance, not merely of collection, and the Landlord is not required to proceed first against the Tenant before enforcing the Guaranty against the Guarantor.
(b) The Guaranty includes customary waivers of defenses, including waiver of notice of default, waiver of presentment and demand, and waiver of any defense arising from modifications to the Lease made without the Guarantor's consent (provided that no such modification shall increase the Guarantor's liability beyond the $18,000,000 cap without the Guarantor's prior written consent).
(c) The Guaranty includes a provision for release upon a change of control assignment where the successor entity acquiring control of the Tenant delivers a replacement guaranty to the Landlord on substantially the same terms as the Guaranty, including a guaranty cap of not less than $18,000,000, and otherwise satisfies the change of control assignment conditions set forth in the Lease.
The Guaranty is governed by New York law and provides for jurisdiction in the courts of the State of New York, County of New York, or the United States District Court for the Southern District of New York. A fully executed original of the Guaranty has been retained in the Calderwood & Harkness closing file.
4. SNDA Delivery Confirmed
The Subordination, Non-Disturbance and Attornment Agreement (the "SNDA") was executed on July 10, 2023 — three days prior to the execution of the Lease itself — among the following parties:
(a) Atlas Continental Bank, N.A., a national banking association, as first mortgagee (principal office at 277 Park Avenue, New York, New York 10172);
(b) Greystone Metropolitan Realty LLC, as Landlord and Borrower under the first mortgage; and
(c) Aurelius Media Holdings Inc., as Tenant.
Atlas Continental Bank, N.A. holds a first mortgage lien on the Building (Greystone Tower), which mortgage was originally recorded on January 15, 2019 in the Office of the City Register of the City of New York, New York County. As of the date of the SNDA, the outstanding principal balance under the mortgage loan was approximately $620,000,000. The lender was represented in connection with the SNDA by Halsted & Brinkley LLP, 200 Park Avenue, Suite 2400, New York, New York 10166, with Thomas Brinkley serving as lead partner.
Delivery of the fully executed SNDA was a condition precedent to the occurrence of the Commencement Date under the Lease. This condition has been satisfied. The SNDA was negotiated to include the following key protections for the Tenant:
(a) Non-Disturbance: The Tenant's right to occupy and use the Premises, and all of the Tenant's rights and interests under the Lease, will not be disturbed, diminished, or interfered with by Atlas Continental Bank, N.A. or any successor-in-interest (including any purchaser at foreclosure sale or grantee under a deed-in-lieu of foreclosure), so long as the Tenant is not in default under the Lease beyond any applicable notice and cure periods.
(b) Subordination: The Lease is subordinate to the first mortgage, subject to the non-disturbance protections described above.
(c) Attornment: In the event of a foreclosure or other transfer of the Landlord's interest in the Building to Atlas Continental Bank, N.A. or any successor, the Tenant will attorn to and recognize the successor landlord, and the Lease will continue in full force and effect as a direct lease between the Tenant and the successor landlord.
The SNDA is governed by New York law. A fully executed original of the SNDA has been retained in the Calderwood & Harkness closing file and a copy was transmitted to the client.
5. Letter of Credit Delivery Confirmed
An irrevocable standby letter of credit, designated No. SNLC-2023-08015, was issued on July 14, 2023 by Caledonian National Bank PLC (London headquarters; issued through its New York branch) in favor of Greystone Metropolitan Realty LLC, as beneficiary, for the account of Aurelius Media Holdings Inc., as applicant.
The initial face amount of the letter of credit is $5,180,000, which is equal to one full year of initial base rent under the Lease ($28.00/RSF × 185,000 RSF). The letter of credit was transmitted to Landlord's counsel, Pemberton Locke & Strauss LLP (attention: Diane Ashford), via a formal transmittal letter dated July 14, 2023, prepared by Rafael Dominguez of this firm. Acknowledgment of receipt was received from Diane Ashford's office the same day.
The letter of credit includes a burn-down schedule permitting automatic reductions in the stated amount, subject to satisfaction of the conditions described below:
Each reduction is conditioned upon the Tenant not being in uncured default under the Lease at the time of the scheduled reduction. In the event of an uncured default, the Landlord retains the right to draw upon the full stated amount of the letter of credit as then in effect in accordance with the terms of the Lease and the letter of credit itself. The letter of credit is an evergreen instrument, automatically renewing annually, with an expiration date no earlier than sixty (60) days following the Expiration Date of the Lease or, if earlier, the date on which the letter of credit is reduced to $0 pursuant to the burn-down schedule.
A copy of the letter of credit and the transmittal letter have been retained in the Calderwood & Harkness closing file.
6. Insurance Certificates Delivery Confirmed
Certificates of insurance evidencing the coverages required under the Lease were transmitted to Greystone Metropolitan Realty LLC (attention: Catherine Ng, Senior Vice President, Leasing) via a formal letter dated July 28, 2023, prepared by Cynthia Ho of this firm. The certificates were reviewed by our team to confirm compliance with the insurance requirements set forth in Article 11 of the Lease. The following coverages were confirmed:
All insurance carriers reflected on the certificates meet or exceed the minimum financial strength rating of A.M. Best A-VIII (or its equivalent), as required under the Lease. The insurance program was placed through Caldecott Risk Advisors Ltd., 71 Fenchurch Street, London EC3M 4BS, United Kingdom, which serves as the global insurance broker for the Aurelius group of companies.
The certificates name Greystone Metropolitan Realty LLC, its managing agent, and Atlas Continental Bank, N.A. as additional insureds, as required under the Lease and the SNDA, respectively. The certificates also confirm that Tenant's liability policies are primary and non-contributory with respect to any insurance maintained by the Landlord, and contain a waiver of subrogation in favor of the Landlord and its affiliates.
Copies of the certificates have been retained in the Calderwood & Harkness closing file. The client's insurance broker, Caldecott Risk Advisors Ltd., has been advised that annual certificate renewals must be delivered to the Landlord no later than thirty (30) days prior to the expiration of each policy period.
7. Corporate Authorization Documents Delivered
The following corporate authorization documents were delivered at or prior to closing, in each case as required under the Lease or as customary for a transaction of this nature:
Tenant Board Resolutions. Board resolutions of Aurelius Media Holdings Inc. authorizing the execution, delivery, and performance of the Lease and all ancillary documents (including the letter of credit application) were adopted by the Board of Directors of the Tenant and delivered at closing. The resolutions designate the authorized signatories for the Lease and confirm that no further corporate action is required for the Tenant to enter into the Lease. The resolutions were certified by the Secretary of Aurelius Media Holdings Inc.
Tenant Officer's Certificate. An officer's certificate was executed by an authorized officer of Aurelius Media Holdings Inc. and delivered at closing. The certificate certifies: (i) the corporate authority of the Tenant to enter into the Lease and the ancillary documents; (ii) the good standing of the Tenant under the laws of the State of Delaware; (iii) the accuracy of the representations and warranties made by the Tenant in the Lease as of the date of closing; and (iv) the absence of any defaults or events that, with the giving of notice or passage of time, would constitute a default under the Lease.
PLC Board Minutes Extract. An extract of the minutes of the Board of Directors of Aurelius Global Media Group PLC dated May 15, 2023 was delivered at closing. The minutes reflect the Board's approval of the US lease commitment at 787 Seventh Avenue, New York, and the execution of the Guaranty of Lease in favor of Greystone Metropolitan Realty LLC (with the Guaranty cap of $18,000,000). The minutes extract was certified by the Company Secretary of Aurelius Global Media Group PLC. We note that the Board approval was obtained approximately two months prior to execution, which provided ample time for the negotiation and finalization of the Lease and Guaranty documentation.
Good Standing Certificates. The following certificates of good standing (or equivalent status certificates) were obtained and delivered at closing:
(a) Certificate of Good Standing for Aurelius Media Holdings Inc. issued by the Delaware Secretary of State, confirming the Tenant's good standing and active status under Delaware File No. 7318294; and
(b) Certificate of Good Standing (or confirmation of active status) for Aurelius Global Media Group PLC obtained from Companies House (England and Wales), confirming the Guarantor's active status under Company No. 04291837.
Copies of all corporate authorization documents have been retained in the Calderwood & Harkness closing file.
8. Due Diligence Deliverables — Completion Status
The following due diligence items have been completed and the results are summarized below for the record:
Title. A leasehold title insurance policy was issued by Commonwealth Fidelity Title Insurance Co. (Policy No. LTP-2023-07842), based on a title commitment dated June 9, 2023. The policy insures the Tenant's leasehold interest in the Premises. All required endorsements, including zoning, survey, and access endorsements, were received and reviewed by our team. The schedule of permitted exceptions was reviewed and approved by the Tenant; the permitted exceptions consist principally of the first mortgage held by Atlas Continental Bank, N.A. (which is addressed by the SNDA), standard utility easements, and the declaration of restrictions applicable to the Building. No title objections were raised that were not resolved or waived prior to closing.
Environmental. A Phase I Environmental Site Assessment was completed on June 2, 2023 by Greenfield Environmental Sciences LLC (Dr. Nadine Bertram, P.E., project director). The Phase I assessment was conducted in accordance with ASTM Standard E1527-21 and did not identify any Recognized Environmental Conditions ("RECs"), Controlled RECs, or Historical RECs affecting the Premises or the Building. In addition, the Landlord's representations and warranties set forth in Article 40 of the Lease regarding the completion of asbestos abatement in the Premises and the Building's compliance with applicable environmental laws were confirmed. The Lease includes an indemnification by the Landlord in favor of the Tenant for any pre-existing environmental conditions at the Building, which indemnification survives the expiration or earlier termination of the Lease.
Survey and Zoning. An ALTA/NSPS Land Title Survey of the property was reviewed by our team. The survey was prepared by a licensed surveyor and certified to the Tenant, the title insurer, and the lender. Zoning was confirmed as permitting general office use, studio and production use, and ancillary uses consistent with the operation of a global media, entertainment, and e-commerce headquarters. No zoning variances or special permits are required for the Tenant's intended use of the Premises.
All due diligence deliverables and reports have been retained in the Calderwood & Harkness closing file.
9. Commencement and Possession
The Commencement Date of the Lease was confirmed as August 1, 2023. A formal Commencement Date Confirmation Letter was sent by Douglas Fairchild of this firm to Diane Ashford of Pemberton Locke & Strauss LLP on August 1, 2023, confirming the following dates:
The Landlord delivered possession of the Premises (Floors 34, 35, 36, 37, and 38 of Greystone Tower) to the Tenant on August 1, 2023, in accordance with the terms of the Lease. Delivery of possession was in "as-is" condition with respect to the Premises (exclusive of Landlord's obligations to deliver the base building systems in good working order), consistent with the build-to-suit arrangement contemplated by the Work Letter Agreement.
A Possession Delivery and Punchlist Letter was sent on August 1, 2023 by Rafael Dominguez of this firm to Brendan T. Kozlowski, Vice President, Asset Management, Greystone Metropolitan Realty LLC. The letter acknowledged the Tenant's receipt of possession of the Premises and reserved the Tenant's rights with respect to the punchlist items identified during the walk-through inspection, including minor base building deficiencies relating to elevator lobby finishes on the 34th floor, HVAC balancing on the 37th floor, and restroom fixture replacements on the 36th floor. The letter requested that the Landlord complete the punchlist items within thirty (30) days of the date of the letter, in accordance with Article 2 of the Lease.
Occupancy of the Premises by Tenant's personnel and contractors was confirmed effective August 10, 2023. As of this date, all closing deliverables have been fulfilled and all conditions to the Commencement Date under the Lease have been satisfied.
10. Tenant Improvement Work — Status Note
The tenant improvement build-out of the Premises (the "TI Work") is scheduled to proceed during the six-month rent-free period from August 1, 2023 through January 31, 2024, in accordance with the Work Letter Agreement attached as Exhibit C to the Lease. The following summarizes the key parameters of the TI Work:
TI Allowance: The Landlord has agreed to provide a tenant improvement allowance of $15,725,000, calculated at the rate of $85.00 per RSF applied to the 185,000 RSF of the Premises. The TI Allowance is to be disbursed by the Landlord via monthly progress payments made against architect-certified requisitions submitted by the Tenant, with each requisition subject to a ten percent (10%) retainage holdback until substantial completion of the TI Work. The Landlord's obligation to fund the TI Allowance is subject to the Tenant's compliance with the submission and approval procedures set forth in the Work Letter Agreement.
Excess TI Option: The Tenant has the option to request an additional tenant improvement allowance of up to $2,775,000 (calculated at the rate of $15.00 per RSF applied to 185,000 RSF), which additional amount, if drawn, will be amortized at 7.5% per annum over the remaining term of the Lease and payable by the Tenant as additional rent in equal monthly installments.
Design and Construction Team: The TI Work will be designed by Ashworth Patel Design Studio LLC (Rohan Patel, AIA, Principal), with offices at 20 West 22nd Street, 7th Floor, New York, New York 10010. Construction management services will be provided by Pinnacle Build Group LLC, 330 West 42nd Street, Suite 1500, New York, New York 10036. Both firms were selected by the Tenant, and their engagement letters are on file with the client's internal real estate team.
It is noted for the record that the TI requisition process, construction oversight, and related coordination with the Landlord's property management team are ongoing operational matters that will be managed by the Tenant's internal real estate and facilities team, led by Vivienne Caldwell (SVP, Global Real Estate & Facilities). No further Calderwood & Harkness involvement is anticipated in connection with the TI Work unless legal issues arise, such as disputes regarding the TI Allowance disbursement, construction liens, or interpretation of the Work Letter Agreement, in which case a separate engagement would be opened.
11. Broker Commissions — Status
The following broker commissions are payable in connection with the Lease:
(a) Tenant's Broker: Blackmoor Advisory Group LLC (Dennis Rourke, Principal Broker) is entitled to a commission of $2,025,000 (representing 2.25% of the approximately $90,000,000 aggregate base rent over the Lease term), payable by the Landlord pursuant to a separate commission agreement between the Landlord and Blackmoor Advisory Group LLC.
(b) Landlord's Broker: Mercer Houghton Real Estate Services Inc. (Simone Archer) is entitled to a commission of $1,350,000 (representing 1.50% of the approximately $90,000,000 aggregate base rent over the Lease term), payable by the Landlord pursuant to a separate commission agreement between the Landlord and Mercer Houghton Real Estate Services Inc.
The commission arrangements described above are solely between the respective brokers and the Landlord. The Lease includes customary mutual representations and warranties confirming that the only brokers involved in the transaction are Blackmoor Advisory Group LLC and Mercer Houghton Real Estate Services Inc., and each party has agreed to indemnify the other against claims for brokerage commissions arising from a breach of such representations. No Calderwood & Harkness action is required with respect to the commission arrangements.
12. Key Future Dates and Ongoing Obligations for Client's Calendar
The following is a summary of key future dates, option exercise windows, and ongoing obligations under the Lease that should be calendared by the client for purposes of asset management, financial planning, and legal compliance. We recommend that this information be shared with the client's General Counsel and SVP, Global Real Estate & Facilities.
12.1 Rent Commencement Date
February 1, 2024. Base rent at the rate of $28.00 per RSF per annum ($431,666.67 per month) will commence on this date. The Tenant should ensure that all payment instructions and wire transfer arrangements with the Landlord are established in advance of this date.
12.2 Expansion Option
Exercise Window: August 1, 2026 through July 31, 2027. The Tenant has an option to expand the Premises to include Floors 39 and 40 (comprising approximately 74,000 RSF in the aggregate) at Greystone Tower. The key terms of the expansion option are as follows:
(a) The expansion rent will be at the then-prevailing fair market rental rate ("FMR"), with a floor of not less than 95% of the Tenant's then-current base rent per RSF under the Lease.
(b) The Landlord will provide an expansion tenant improvement allowance of $3,700,000 (calculated at the rate of $50.00 per RSF applied to 74,000 RSF).
(c) The expansion term will be coterminous with the balance of the Lease term.
(d) The expansion option is personal to the named Tenant (and any permitted assignee under a change of control assignment) and may not be exercised if the Tenant is in uncured default under the Lease at the time of exercise.
12.3 Right of First Offer (ROFO)
Ongoing during the Lease Term. The Tenant holds a right of first offer with respect to any full floor on Floors 30, 31, 32, and 33 of Greystone Tower that becomes available for lease during the Lease term. Upon availability, the Landlord is required to deliver written notice to the Tenant setting forth the material terms on which the Landlord is willing to lease such space, and the Tenant will have fifteen (15) business days from receipt of such notice to accept or decline the offer. The ROFO is subordinate to the existing rights of Kestrel Insurance Holdings Inc., which is understood to hold a prior right of first offer or expansion right with respect to certain of those floors. The ROFO is personal to the named Tenant and may not be exercised if the Tenant is in uncured default under the Lease.
12.4 Letter of Credit Burn-Down Dates
As detailed in Section 5 above, the letter of credit is subject to the following scheduled reductions of $1,036,000 each, provided that no uncured default exists at the time of the applicable reduction:
• End of Lease Year 5: July 31, 2028
• End of Lease Year 7: July 31, 2030
• End of Lease Year 9: July 31, 2032
• End of Lease Year 11: July 31, 2034
• End of Lease Year 13: July 31, 2036
The Tenant should calendar these dates and coordinate with Caledonian National Bank PLC (New York branch) to effectuate each amendment to the stated amount of the letter of credit in a timely manner.
12.5 Renewal Option Notice Deadline
First Renewal Notice Deadline: No later than January 31, 2036 (eighteen (18) months prior to the July 31, 2038 Expiration Date). The Tenant has the right to renew the Lease for two (2) consecutive five-year renewal terms at the then-prevailing FMR. Failure to deliver timely written notice of the Tenant's election to exercise the first renewal option will result in the irrevocable waiver of the first renewal option and, by consequence, the second renewal option as well. The renewal options are subject to the Tenant not being in uncured default at the time of exercise and at the commencement of the renewal term.
12.6 Change of Control
The Lease permits the Tenant to assign the Lease to a successor entity without the Landlord's consent in connection with a change of control of the Tenant, provided that the following conditions are satisfied:
(a) The successor entity has a tangible net worth equal to or greater than $3.1 billion as of the date of the assignment;
(b) The successor entity assumes all of the Tenant's obligations under the Lease pursuant to a written assumption agreement in form reasonably satisfactory to the Landlord;
(c) The Tenant delivers thirty (30) days' prior written notice to the Landlord, accompanied by evidence of the successor entity's financial condition reasonably satisfactory to the Landlord; and
(d) The successor entity (or, if applicable, its parent) delivers a replacement guaranty to the Landlord on substantially the same terms as the existing Guaranty of Lease (including a guaranty cap of not less than $18,000,000).
12.7 Lease Expiration Date
July 31, 2038 (subject to extension pursuant to the renewal options described above).
13. Matter Status and File Closing
Based on the foregoing, all closing conditions under the Agreement of Lease have been satisfied in all material respects as of the date hereof, and the transaction has been completed.
All executed originals and copies of the Lease, Guaranty, SNDA, letter of credit, certificates of insurance, corporate authorization documents, due diligence reports, title insurance policy, and all correspondence generated in connection with the closing have been organized in the closing binder maintained by the firm. An index to the closing binder will be prepared and circulated together with a post-closing summary letter to the client, which is to be sent no later than August 15, 2023. Rafael Dominguez will be responsible for preparing the closing binder index and the post-closing summary letter for my review.
The status of Matter No. 1017-00009 is hereby updated to closed/completed. All firm files, both physical and electronic, associated with this matter are to be archived in accordance with the Calderwood & Harkness LLP document retention policy. Electronic files should be transferred to the firm's long-term archive system, and physical files should be transferred to off-site storage, with the matter number and closing date clearly marked on all storage containers and index records.
Billing Note: Angela Fontaine, as billing partner on this engagement, should finalize all outstanding invoicing related to this matter. The anticipated total professional fees for the engagement are within the $475,000–$575,000 range communicated to the client in the engagement letter. Any final invoice should be submitted for review prior to transmission to the client.
Future Matters: Any future legal work arising from or related to the Lease — including, without limitation, the exercise of the expansion option, the exercise of the renewal option, tenant improvement disputes, change of control assignments, ROFO exercises, or any other matter — will be opened as a new matter with a separate engagement authorization and matter number. Calderwood & Harkness LLP's continued representation of the client on future matters is not presumed or guaranteed by the closing of this matter and will be subject to the firm's standard conflict clearance and engagement procedures.
14. Distribution and Enclosures
This memorandum is distributed to the internal engagement team only — Angela Fontaine, Rafael Dominguez, and Cynthia Ho — and is subject to attorney-client privilege and work product protection. This memorandum is not to be distributed to the client, to opposing counsel, or to any third party without the prior written approval of Douglas Fairchild.
Enclosures: None. The closing binder index referenced herein will accompany the post-closing summary letter to the client when it is transmitted on or before August 15, 2023.
Client Contacts for Future Matters: For any future matters arising from the Lease or the Tenant's occupancy at Greystone Tower, the primary client contacts are:
• Tariq Nassar, General Counsel, Aurelius Global Media Group PLC
• Vivienne Caldwell, SVP, Global Real Estate & Facilities, Aurelius Global Media Group PLC
• Eleanora Voss, CFO, Aurelius Global Media Group PLC (to be copied as appropriate on financial matters)
Douglas Fairchild Partner, Real Estate Calderwood & Harkness LLP 425 Park Avenue, 18th Floor New York, NY 10022
CONFIDENTIAL — This memorandum constitutes attorney work product and is protected by the attorney-client privilege. It is intended solely for the use of the named recipients. Do not copy, distribute, or disclose without prior authorization. Calderwood & Harkness LLP — Matter No. 1017-00009.
Parameter | Detail
Lease Term | 15 years (180 months)
Commencement Date | August 1, 2023
Rent Commencement Date | February 1, 2024 (following a 6-month rent-free period for build-out)
Expiration Date | July 31, 2038
Base Rent — Years 1–5 | $28.00 per RSF per annum ($5,180,000 per annum; $431,666.67 per month)
Base Rent — Years 6–10 | $33.00 per RSF per annum ($6,105,000 per annum; $508,750.00 per month)
Base Rent — Years 11–15 | $38.00 per RSF per annum ($7,030,000 per annum; $585,833.33 per month)
Tenant's Proportionate Share | 12.76%
Base Year (Operating Expenses and Tax Escalations) | Calendar year 2023
Reduction Trigger | Reduction Amount | Remaining L/C Balance
End of Lease Year 5 (July 31, 2028) | $1,036,000 | $4,144,000
End of Lease Year 7 (July 31, 2030) | $1,036,000 | $3,108,000
End of Lease Year 9 (July 31, 2032) | $1,036,000 | $2,072,000
End of Lease Year 11 (July 31, 2034) | $1,036,000 | $1,036,000
End of Lease Year 13 (July 31, 2036) | $1,036,000 | $0
Coverage Type | Carrier | Limits
Commercial General Liability | Northbridge Mutual Insurance Company | $5,000,000 per occurrence / $10,000,000 aggregate
Property Coverage (Tenant's Property & Improvements) | Northbridge Mutual Insurance Company | Full replacement value
Umbrella / Excess Liability | Sovereign Assurance Group PLC | $25,000,000
Date | Event
August 1, 2023 | Commencement Date
February 1, 2024 | Rent Commencement Date
July 31, 2038 | Expiration Date

PRIVILEGED AND CONFIDENTIAL ATTORNEY WORK PRODUCT

INTERNAL MEMORANDUM

MATTER NO.: 1017-00009

CLOSING COMPLETION AND FILE MEMORANDUM

Record

Parties

Dates

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