EXHIBIT A
Floor Plans of the Premises
This Exhibit A is attached to and made a part of that certain Agreement of Lease dated July 13, 2023 (the "Lease"), by and between Greystone Metropolitan Realty LLC, a Delaware limited liability company ("Landlord"), and Aurelius Media Holdings Inc., a Delaware corporation ("Tenant"), for premises located in the building commonly known as:
Greystone Tower 787 Seventh Avenue New York, New York 10019
Tax Lot Identification: Block 1024, Lot 18 Borough of Manhattan, City, County, and State of New York
Section 1 — Description of the Premises
The premises demised to Tenant under the Lease (the "Premises") consist of the following five (5) contiguous full floors within the building known as Greystone Tower, 787 Seventh Avenue, New York, New York 10019 (the "Building"):
The total aggregate rentable area of the Premises is approximately one hundred eighty-five thousand (185,000) rentable square feet ("RSF"). All rentable square footage measurements set forth in this Exhibit A and in the Lease have been calculated in accordance with the Real Estate Board of New York ("REBNY") standard method of measurement, as currently in effect. Such measurements include Tenant's proportionate share of common areas located on each floor of the Premises and Tenant's proportionate share of the common areas of the Building, in each case as allocated in accordance with the REBNY standard.
The Premises shall be used and occupied by Tenant for general office use, studio and production use, and ancillary uses consistent with the operation of a global media, entertainment, and e-commerce headquarters, all as more particularly described in Article 5 of the Lease and subject to the terms and conditions set forth therein.
Section 2 — Incorporation of Floor Plans by Reference
The floor plans for each of Floor 34, Floor 35, Floor 36, Floor 37, and Floor 38 of the Building (collectively, the "Floor Plans") are attached hereto on the pages immediately following this certification page and are hereby incorporated into this Exhibit A and the Lease by this reference as though fully set forth herein.
The Floor Plans depict the configuration of each floor of the Premises, including, without limitation, the location of the following:
(a) Core Areas. The elevator banks (including both passenger and freight elevator lobbies), interior fire stairwells, mechanical and electrical rooms, telecommunications and data risers, restrooms, janitor closets, and vertical utility shafts located on each floor.
(b) Demising Boundaries. The demising walls and boundaries of the Premises on each floor, as delineated on the Floor Plans by bold hatched lines or as otherwise indicated in the legend accompanying each Floor Plan.
(c) Building Common Areas. Any portions of each floor, if any, that constitute Building common areas and that are not included within the demised Premises, including shared corridors, lobbies, and mechanical spaces serving the Building generally.
(d) Points of Entry and Egress. All points of entry to and egress from the Premises on each floor, including doors accessing elevator lobbies, fire stairwells, and any connecting corridors.
The Floor Plans were prepared by Ashworth Patel Design Studio LLC, located at 20 West 22nd Street, 7th Floor, New York, New York 10010 (Principal Architect: Rohan Patel, AIA), and are dated as of July 2023.
The Floor Plans are provided for identification and general reference purposes only. Nothing contained in the Floor Plans shall be deemed or construed to constitute a representation or warranty by Landlord as to the exact dimensions, square footage, configuration, layout, condition, or fitness for any particular purpose of the Premises or any portion thereof. Tenant acknowledges that it has independently inspected the Premises and has not relied upon the Floor Plans as a substitute for such inspection.
Section 3 — Measurement and RSF Confirmation
The parties hereby acknowledge and agree that the rentable square footage of each floor of the Premises and the total aggregate RSF of the Premises, each as set forth in Section 1 of this Exhibit A, are agreed-upon figures for all purposes under the Lease. These agreed-upon RSF figures shall be conclusive and binding upon the parties and shall govern for all calculations under the Lease that are based upon or derived from the rentable area of the Premises or the Building, including, without limitation, each of the following:
(a) Base Rent. All calculations of Base Rent and any escalations thereof pursuant to Article 3 of the Lease.
(b) Tenant's Proportionate Share. Tenant's Proportionate Share of Operating Expenses, Real Estate Taxes, and all other items allocated on the basis of Tenant's share of the Building, which Tenant's Proportionate Share shall be 12.76%, calculated as the quotient of 185,000 RSF (Premises) divided by 1,450,000 RSF (total Building rentable area), expressed as a percentage.
(c) Tenant Improvement Allowance. The Tenant Improvement Allowance provided by Landlord pursuant to the Work Letter attached to the Lease as Exhibit C, which allowance shall equal Eighty-Five Dollars ($85.00) per RSF, multiplied by 185,000 RSF, for a total Tenant Improvement Allowance of Fifteen Million Seven Hundred Twenty-Five Thousand Dollars ($15,725,000.00).
(d) Excess TI Allowance. The Excess TI Allowance, if elected by Tenant in accordance with the terms of the Work Letter, which Excess TI Allowance shall equal Fifteen Dollars ($15.00) per RSF, multiplied by 185,000 RSF, for a total Excess TI Allowance of Two Million Seven Hundred Seventy-Five Thousand Dollars ($2,775,000.00), which amount, if drawn, shall be amortized and repaid as Additional Rent in accordance with the terms set forth in the Work Letter.
(e) Other Calculations. Any and all other calculations, allocations, or determinations under the Lease that reference or are based upon the rentable area of the Premises or the Building.
No remeasurement of the Premises or the Building, whether conducted by Landlord, Tenant, or any third party, and regardless of the methodology employed, shall result in any adjustment to the RSF figures set forth herein or to any economic term of the Lease (including, without limitation, Base Rent, Tenant's Proportionate Share, the Tenant Improvement Allowance, or the Excess TI Allowance), unless such adjustment is otherwise expressly agreed to in writing by both Landlord and Tenant. The foregoing sentence shall survive any remeasurement of the Building undertaken in connection with a refinancing, sale, or reclassification of the Building.
Section 4 — Discrepancies
In the event of any discrepancy or conflict between the Floor Plans attached to this Exhibit A and the provisions of the Lease (including, without limitation, all other Exhibits, Riders, Schedules, and Addenda attached to or incorporated into the Lease), the terms and provisions of the Lease shall control and govern in all respects.
In the event of any discrepancy between the Floor Plans and actual field conditions existing at the time of delivery of possession of the Premises or any portion thereof to Tenant, the parties shall work together in good faith to identify and reconcile such discrepancy; provided, however, that in no event shall any such discrepancy result in an adjustment to the agreed-upon RSF figures set forth in Section 1 or Section 3 of this Exhibit A, or to any economic term of the Lease derived therefrom, absent the prior mutual written agreement of both Landlord and Tenant executed with the same formality as an amendment to the Lease. Any reconciliation of a discrepancy between the Floor Plans and actual field conditions shall be documented in a written memorandum signed by authorized representatives of both parties and attached to this Exhibit A as a supplement.
Section 5 — Capitalized Terms
All capitalized terms used but not otherwise defined in this Exhibit A shall have the respective meanings ascribed to such terms in the Lease, including any Exhibits, Riders, Schedules, and Addenda attached thereto.
Certification and Acknowledgment
The undersigned parties hereby acknowledge and confirm that the Floor Plans attached hereto accurately depict the Premises as of the date of the Lease and are incorporated into the Agreement of Lease dated July 13, 2023, by and between Greystone Metropolitan Realty LLC, as Landlord, and Aurelius Media Holdings Inc., as Tenant. Each signatory below represents and warrants that he or she is duly authorized to execute this Exhibit A on behalf of the party for which he or she signs.
LANDLORD:
GREYSTONE METROPOLITAN REALTY LLC, a Delaware limited liability company
By: ________
Name: Jonathan R. Whitfield
Title: Managing Principal
Date: July 13, 2023
TENANT:
AURELIUS MEDIA HOLDINGS INC., a Delaware corporation
By: ________
Name: Sarina V. Dominguez
Title: Executive Vice President and General Counsel
Date: July 13, 2023
FLOOR PLAN — FLOOR 34
Greystone Tower 787 Seventh Avenue, New York, New York 10019
Approximately 37,000 Rentable square Feet
Prepared by: Ashworth Patel Design Studio LLC 20 West 22nd Street, 7th Floor, New York, New York 10010 Principal Architect: Rohan Patel, AIA
Drawing No.: AP-34-001
Date: July 2023
[Floor plan drawing to be inserted here]
FLOOR PLAN — FLOOR 35
Greystone Tower 787 Seventh Avenue, New York, New York 10019
Approximately 37,000 Rentable square Feet
Prepared by: Ashworth Patel Design Studio LLC 20 West 22nd Street, 7th Floor, New York, New York 10010 Principal Architect: Rohan Patel, AIA
Drawing No.: AP-35-001
Date: July 2023
[Floor plan drawing to be inserted here]
FLOOR PLAN — FLOOR 36
Greystone Tower 787 Seventh Avenue, New York, New York 10019
Approximately 37,000 Rentable square Feet
Prepared by: Ashworth Patel Design Studio LLC 20 West 22nd Street, 7th Floor, New York, New York 10010 Principal Architect: Rohan Patel, AIA
Drawing No.: AP-36-001
Date: July 2023
[Floor plan drawing to be inserted here]
FLOOR PLAN — FLOOR 37
Greystone Tower 787 Seventh Avenue, New York, New York 10019
Approximately 37,000 Rentable square Feet
Prepared by: Ashworth Patel Design Studio LLC 20 West 22nd Street, 7th Floor, New York, New York 10010 Principal Architect: Rohan Patel, AIA
Drawing No.: AP-37-001
Date: July 2023
[Floor plan drawing to be inserted here]
FLOOR PLAN — FLOOR 38
Greystone Tower 787 Seventh Avenue, New York, New York 10019
Approximately 37,000 Rentable square Feet
Prepared by: Ashworth Patel Design Studio LLC 20 West 22nd Street, 7th Floor, New York, New York 10010 Principal Architect: Rohan Patel, AIA
Drawing No.: AP-38-001
Date: July 2023
[Floor plan drawing to be inserted here]
| Floor | Approximate Rentable square Footage |
| 34 | 37,000 RSF |
| 35 | 37,000 RSF |
| 36 | 37,000 RSF |
| 37 | 37,000 RSF |
| 38 | 37,000 RSF |
| Total | 185,000 RSF |