1017-00009 · Aurelius Global Media Group · Transaction Documents/Exhibits

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EXHIBIT C

WORK LETTER AGREEMENT

Attached to and forming a part of the 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")

Building: Greystone Tower, 787 Seventh Avenue, New York, NY 10019

Premises: Floors 34, 35, 36, 37, and 38 (approximately 185,000 rentable square feet)

This Work Letter Agreement (this "Work Letter Agreement") 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"), with respect to certain premises located at Greystone Tower, 787 Seventh Avenue, New York, NY 10019, consisting of the entire 34th, 35th, 36th, 37th, and 38th floors of the Building, comprising approximately 185,000 rentable square feet (approximately 37,000 rentable square feet per floor) (the "Premises"). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Lease. This Exhibit C sets forth the rights and obligations of Landlord and Tenant with respect to the design and construction of Tenant's initial improvements to the Premises (the "Tenant Improvements" or "Tenant's Work").

SECTION 1 — DEFINITIONS

As used in this Work Letter Agreement, the following terms shall have the meanings set forth below:

1.1 "Tenant Improvements" or "Tenant's Work" shall mean all improvements, alterations, installations, fixtures, and finishes to be constructed or installed within the Premises by or on behalf of Tenant in accordance with the approved Tenant Improvement Plans, including, without limitation, all interior partitions, wall finishes, floor coverings, ceiling treatments, millwork, cabinetry, electrical distribution within the Premises, supplemental HVAC, plumbing within the Premises, fire protection modifications, lighting fixtures, low-voltage cabling, audiovisual systems, and all other work necessary to prepare the Premises for Tenant's occupancy and use as contemplated by the Lease and this Work Letter Agreement.

1.2 "Tenant Improvement Plans" or "TI Plans" shall mean the final construction drawings, specifications, and plans for the Tenant Improvements prepared by the Architect and approved by Landlord and Tenant in accordance with Section 3 of this Work Letter Agreement. The TI Plans shall include, without limitation, architectural drawings, reflected ceiling plans, mechanical, electrical, and plumbing drawings, fire protection drawings, structural drawings (if applicable), and all other plans and specifications necessary or appropriate for the construction and installation of the Tenant Improvements. The TI Plans shall be of sufficient detail and completeness for permitting by the New York City Department of Buildings and for competitive bidding by qualified subcontractors.

1.3 "Architect" shall mean Ashworth Patel Design Studio LLC, a New York limited liability company, with offices at 20 West 22nd Street, 7th Floor, New York, NY 10010; principal architect: Rohan Patel, AIA. The Architect shall serve as Tenant's architect of record for space planning, tenant improvement design, and construction oversight of the Tenant Improvements, and shall be responsible for the preparation of the TI Plans and for certifying Requisitions and Substantial Completion as set forth herein.

1.4 "Construction Manager" shall mean Pinnacle Build Group LLC, a New York limited liability company, with offices at 330 West 42nd Street, Suite 1500, New York, NY 10036. The Construction Manager shall serve as Tenant's construction manager for the Tenant Improvements and shall be responsible for the management, coordination, and execution of all construction activities relating to the Tenant Improvements, including the procurement and supervision of subcontractors and the procurement of materials and equipment.

1.5 "Tenant Improvement Allowance" or "TI Allowance" shall mean the sum of Eighty-Five Dollars ($85.00) per rentable square foot of the Premises, which amount equals Fifteen Million Seven Hundred Twenty-Five Thousand Dollars ($15,725,000.00) (calculated as $85.00 multiplied by 185,000 rentable square feet), to be contributed by Landlord toward the cost of the Tenant Improvements in accordance with the terms and conditions of this Work Letter Agreement.

1.6 "Excess TI Allowance" shall mean up to an additional Fifteen Dollars ($15.00) per rentable square foot of the Premises, which amount equals up to Two Million Seven Hundred Seventy-Five Thousand Dollars ($2,775,000.00) (calculated as $15.00 multiplied by 185,000 rentable square feet), available at Tenant's election in accordance with Section 5 of this Work Letter Agreement, to be amortized into Base Rent at a rate of seven and one-half percent (7.5%) per annum over the remaining Lease Term as more particularly described in Section 5.

1.7 "TI Allowance Items" shall mean those items and costs for which the TI Allowance (and any Excess TI Allowance) may be applied, as described in Section 4 of this Work Letter Agreement.

1.8 "Requisition" shall mean a written request for disbursement of TI Allowance funds (and/or Excess TI Allowance funds) submitted by Tenant to Landlord in accordance with Section 6 of this Work Letter Agreement, together with all required supporting documentation.

1.9 "Substantial Completion" shall mean the date on which the Tenant Improvements have been substantially completed in accordance with the approved TI Plans, as certified by the Architect in a written certificate delivered to Landlord and Tenant, subject only to the completion of minor punchlist items that do not materially interfere with Tenant's use and occupancy of the Premises for the purposes contemplated by the Lease. For the avoidance of doubt, the Tenant Improvements shall not be deemed substantially complete until all mechanical, electrical, plumbing, and life safety systems serving the Premises are operational and all required governmental inspections have been passed (other than the issuance of a final certificate of occupancy, which may occur after Substantial Completion).

1.10 "Base Building" shall mean the core and shell of the Building as constructed by Landlord, including, without limitation, the base building heating, ventilation, and air conditioning systems, life safety and fire protection systems, elevator systems, base building electrical systems and risers, base building plumbing systems and risers, structural systems (including the slab, columns, and exterior walls), the Building lobbies and common areas, and the Building's exterior envelope and curtain wall, all of which are Landlord's responsibility to maintain and operate and are not part of Tenant's Work.

SECTION 2 — TENANT'S SELECTION OF ARCHITECT AND CONSTRUCTION MANAGER

2.1 Architect. Tenant has selected Ashworth Patel Design Studio LLC as the Architect for the design and preparation of the TI Plans and for the oversight and administration of the construction of the Tenant Improvements. The Architect shall be engaged directly by Tenant pursuant to a professional services agreement between Tenant and the Architect, at Tenant's sole cost and expense; provided, however, that the fees and costs of the Architect shall constitute a TI Allowance Item and may be paid from the TI Allowance (and/or the Excess TI Allowance) in accordance with Section 4 of this Work Letter Agreement. Landlord hereby acknowledges and approves Tenant's selection of Ashworth Patel Design Studio LLC as the Architect for the Tenant Improvements. The Architect shall be licensed to practice architecture in the State of New York and shall maintain all required professional licenses throughout the performance of its services hereunder.

2.2 Construction Manager. Tenant has selected Pinnacle Build Group LLC as the Construction Manager for the Tenant Improvements. The Construction Manager shall be engaged directly by Tenant pursuant to a construction management agreement between Tenant and the Construction Manager, at Tenant's sole cost and expense; provided, however, that the fees and costs of the Construction Manager (including general conditions, overhead, and profit) shall constitute a TI Allowance Item and may be paid from the TI Allowance (and/or the Excess TI Allowance) in accordance with Section 4 of this Work Letter Agreement. Landlord hereby acknowledges and approves Tenant's selection of Pinnacle Build Group LLC as the Construction Manager for the Tenant Improvements. The Construction Manager shall be licensed to perform construction management and/or general contracting services in the State of New York and the City of New York and shall maintain all required licenses throughout the performance of its services hereunder.

2.3 Subcontractors. Tenant and the Construction Manager shall be entitled to select subcontractors, materialmen, and suppliers of their choosing for the Tenant Improvements, subject to the following conditions:

(a) All contractors and subcontractors performing work in connection with the Tenant Improvements must carry insurance in amounts and with carriers reasonably satisfactory to Landlord, which insurance shall comply with the requirements set forth in Section 7.3 of this Work Letter Agreement and Section 11 of the Lease, as applicable. Prior to the commencement of any work by any subcontractor, Tenant shall cause such subcontractor to deliver to Landlord certificates of insurance evidencing the required coverage.

(b) For any work affecting or connecting to the Building's base building systems, including, without limitation, the HVAC systems, fire and life safety systems, electrical risers and switchgear, plumbing risers, structural elements, and elevator systems, Tenant shall use Landlord's designated base building contractors unless Landlord otherwise agrees in writing. As of the date of this Work Letter Agreement, Landlord's designated base building contractors are as follows: (i) HVAC — Consolidated Mechanical Systems Inc.; (ii) fire and life safety — Allied Fire Protection Corp.; (iii) electrical risers and switchgear — Metro Electrical Contracting LLC; (iv) plumbing risers — Empire Plumbing & Heating Co.; and (v) structural — Structural Engineering Associates of New York PC. Landlord represents that the rates charged by such designated contractors are competitive with market rates for comparable work in Class A office buildings in Midtown Manhattan.

(c) All subcontractors shall comply with all applicable union and prevailing wage requirements, and Tenant shall ensure that all work is performed in compliance with all applicable collective bargaining agreements covering the Building.

2.4 Licenses and Permits. The Construction Manager and all subcontractors performing work in connection with the Tenant Improvements shall maintain all licenses, permits, and registrations required under the laws of the State of New York and the City of New York, including, without limitation, all licenses required by the New York City Department of Buildings, the New York City Department of Consumer Affairs, the New York City Fire Department, and any other governmental authority having jurisdiction over the Tenant Improvements. Tenant shall be responsible for obtaining all permits and approvals necessary for the construction of the Tenant Improvements, at Tenant's cost, and Landlord shall reasonably cooperate with Tenant in connection therewith, including executing any applications or other documents reasonably required by any governmental authority.

SECTION 3 — DESIGN AND APPROVAL OF TENANT IMPROVEMENT PLANS

3.1 Space Plan. Within thirty (30) days after the date of the Lease (i.e., on or before August 12, 2023), the Architect shall prepare and deliver to Landlord a preliminary space plan for each of the five (5) floors of the Premises (Floors 34, 35, 36, 37, and 38) (collectively, the "Space Plan"). The Space Plan shall show the proposed layout of all improvements to the Premises, including, without limitation, private offices, open workstations, conference rooms, studio and production spaces, editing suites, screening rooms, reception areas, pantries and break rooms, server and telecommunications rooms, common areas, and all other proposed improvements. The Space Plan shall be drawn to scale and shall include a statement of the proposed program and square footage allocations for each major use area on each floor. The Space Plan shall also identify any areas where Tenant anticipates requiring supplemental HVAC, raised flooring, acoustical treatment, or other specialized installations.

3.2 Landlord's Review of Space Plan. Landlord shall review the Space Plan and, within ten (10) business days after receipt thereof, shall either approve the Space Plan or provide Tenant with Landlord's comments and objections in reasonable detail. Landlord's approval of the Space Plan shall not be unreasonably withheld, conditioned, or delayed. Landlord may disapprove the Space Plan only if the Space Plan would:

(i) adversely affect the structural integrity of the Building, including any proposed floor penetrations, excessive floor loads, or modifications to the Building's structural elements;

(ii) adversely affect the Building's base building systems, including any proposed modifications to or connections with the base building HVAC, electrical, plumbing, fire and life safety, or elevator systems that would impair the operation of such systems or the service provided to other tenants of the Building;

(iii) be visible from the exterior of the Building (including through the curtain wall) and be inconsistent with the Building's Class A aesthetic standards, as reasonably determined by Landlord; or

(iv) violate any applicable law, code, ordinance, regulation, or governmental requirement, including, without limitation, the New York City Building Code and the New York City Zoning Resolution.

If Landlord provides comments or objections to the Space Plan, Tenant shall cause the Architect to revise the Space Plan to address Landlord's reasonable comments and shall resubmit the revised Space Plan to Landlord within ten (10) business days after receipt of Landlord's comments. Landlord shall review and respond to any revised Space Plan within five (5) business days after receipt thereof. The foregoing process shall continue until the Space Plan is approved by both Landlord and Tenant.

3.3 Construction Drawings. Within forty-five (45) days after Landlord's approval (or deemed approval) of the Space Plan, the Architect shall prepare and deliver to Landlord complete construction drawings and specifications for the Tenant Improvements (the "TI Plans"). The TI Plans shall include, without limitation, all architectural plans, reflected ceiling plans, mechanical drawings, electrical drawings, plumbing drawings, fire protection and sprinkler drawings, structural drawings (if any structural work is proposed), millwork details, finish schedules, hardware schedules, equipment schedules, and all other plans and specifications necessary for the complete construction and installation of the Tenant Improvements. The TI Plans shall be prepared in conformity with all applicable building codes and regulations and shall be of sufficient detail and completeness for filing with and permitting by the New York City Department of Buildings and for bidding and construction by the Construction Manager and its subcontractors.

3.4 Landlord's Review of TI Plans. Landlord shall review the TI Plans and, within ten (10) business days after receipt thereof, shall either approve the TI Plans or provide Tenant with Landlord's comments and objections in reasonable detail. Landlord's approval of the TI Plans shall be subject to the same standard and the same limitations set forth in Section 3.2 above (i.e., Landlord's approval shall not be unreasonably withheld, conditioned, or delayed, and Landlord may disapprove only on the grounds set forth in clauses (i) through (iv) of Section 3.2). If Landlord disapproves the TI Plans or any portion thereof, Landlord shall provide specific written reasons for such disapproval, and Tenant shall cause the Architect to revise the TI Plans to address Landlord's reasonable comments and shall resubmit the revised TI Plans to Landlord within ten (10) business days after receipt of Landlord's comments. Landlord shall review and approve or provide comments on any revised TI Plans within five (5) business days after receipt thereof. The foregoing process shall continue until the TI Plans are approved by both Landlord and Tenant.

3.5 Deemed Approval. If Landlord fails to respond to Tenant's submission of the Space Plan or the TI Plans (or any revision thereof) within the applicable review period specified in Section 3.2 or Section 3.4, as applicable, and Tenant delivers a second written notice to Landlord stating in bold type "LANDLORD'S FAILURE TO RESPOND TO THIS NOTICE WITHIN FIVE (5) BUSINESS DAYS SHALL CONSTITUTE DEEMED APPROVAL OF THE [SPACE PLAN/TI PLANS] PURSUANT TO SECTION 3.5 OF EXHIBIT C," and Landlord fails to respond within five (5) business days after receipt of such second notice, then Landlord shall be deemed to have approved the Space Plan or TI Plans, as applicable, without comment or objection.

3.6 Changes to Approved TI Plans. After the TI Plans have been approved by Landlord and Tenant in accordance with this Section 3, any material changes to the TI Plans shall require Landlord's prior written approval, which approval shall not be unreasonably withheld, conditioned, or delayed. For purposes of this Section 3.6, a "material change" shall mean any change to the approved TI Plans that:

(a) affects the Building's base building systems, including any modifications to or connections with the base building HVAC, electrical, plumbing, fire and life safety, or elevator systems;

(b) affects the Building's structural elements, including any floor penetrations, modifications to the slab, or changes in floor loading;

(c) increases the cost of the Tenant Improvements by more than Fifty Thousand Dollars ($50,000.00) individually, or by more than Two Hundred Fifty Thousand Dollars ($250,000.00) in the aggregate, when taken together with all other changes previously made to the approved TI Plans; or

(d) materially changes the appearance of the Premises as visible from the exterior of the Building.

Landlord shall respond to any request for approval of a material change within five (5) business days after receipt of the proposed change, together with sufficient documentation to enable Landlord to evaluate the proposed change. Non-material changes (i.e., changes that do not meet any of the thresholds set forth in clauses (a) through (d) above) shall not require Landlord's approval; provided, however, that Tenant shall provide Landlord with copies of all change orders, whether material or non-material, for Landlord's records.

3.7 Permitted Uses. The TI Plans shall be consistent with the permitted use of the Premises as set forth in the Lease, which includes general office use, studio and production use, and ancillary uses consistent with the operation of a global media, entertainment, and e-commerce headquarters, including, without limitation, executive offices, open plan workstations, conference facilities, screening rooms, recording and production studios, editing suites, server rooms, reception and visitor areas, pantries, break rooms, and other uses customarily associated with such operations. Nothing in this Work Letter Agreement shall be construed to limit or modify the permitted uses set forth in the Lease.

SECTION 4 — TI ALLOWANCE ITEMS

4.1 Eligible Costs. The TI Allowance and any Excess TI Allowance elected by Tenant pursuant to Section 5 may be applied to the following TI Allowance Items:

(a) All hard costs of construction, labor, and materials for the Tenant Improvements in accordance with the approved TI Plans, including, without limitation, demolition, framing, drywall, taping and finishing, painting, flooring, ceiling systems, millwork, cabinetry, glass and glazing, doors and hardware, specialties, supplemental HVAC installations and ductwork distribution, electrical distribution and devices, plumbing fixtures and distribution within the Premises, fire protection and sprinkler modifications, and all other construction work depicted on and required by the approved TI Plans;

(b) Professional fees of the Architect (Ashworth Patel Design Studio LLC), including all fees for space planning, schematic design, design development, construction document preparation, engineering coordination, construction administration, and project close-out;

(c) Fees of the Construction Manager (Pinnacle Build Group LLC), including general conditions, construction management fees, overhead, and profit, as set forth in the construction management agreement between Tenant and the Construction Manager;

(d) Costs of all permits, governmental filing fees, plan examination fees, expediting fees, and inspection fees required in connection with the Tenant Improvements;

(e) Costs of data and telecommunications cabling, IT infrastructure, and audiovisual systems installed as part of the initial build-out of the Premises, including structured cabling, fiber optic installations, wireless access point infrastructure, and AV systems in conference rooms, screening rooms, and production studios;

(f) Costs of furniture, fixtures, and equipment ("FF&E") that are permanently affixed to the Premises, including, without limitation, built-in reception desks, built-in storage systems, built-in workstations, and built-in audiovisual equipment, up to a maximum of ten percent (10%) of the TI Allowance (i.e., up to One Million Five Hundred Seventy-Two Thousand Five Hundred Dollars ($1,572,500.00));

(g) Project management and coordination costs incurred by Tenant's internal project management team or by third-party project managers engaged by Tenant in connection with the oversight and coordination of the Tenant Improvements;

(h) Costs of signage within the Premises, including suite identification signage, wayfinding signage, and interior branding elements, subject to Landlord's reasonable approval of design and placement as set forth in Section 9;

(i) Costs of third-party consultants engaged by Tenant in connection with the design and construction of the Tenant Improvements, including, without limitation, mechanical, electrical, and plumbing (MEP) engineers, structural engineers, acoustical consultants, lighting designers, audiovisual consultants, sustainability consultants, and code consultants; and

(j) Sales and use taxes imposed on any of the foregoing TI Allowance Items.

4.2 Ineligible Costs. Notwithstanding the foregoing, the TI Allowance (and any Excess TI Allowance) may not be applied to any of the following:

(a) Tenant's movable furniture, personal property, trade fixtures, or equipment that is not permanently affixed to the Premises, including, without limitation, freestanding desks, chairs, filing cabinets, computers, monitors, printers, copiers, and other business equipment;

(b) Costs incurred by Tenant before the date of the Lease (July 13, 2023), including, without limitation, any pre-lease design, feasibility, or planning costs;

(c) Costs of Tenant's moving, relocation, or transition from Tenant's prior premises, including moving company fees, temporary storage costs, and employee relocation expenses;

(d) Any work performed outside the Premises, except as specifically provided in Section 9 of this Work Letter Agreement with respect to lobby and Building signage;

(e) Legal fees, brokerage commissions, or financing costs of any kind, except as specifically provided with respect to the amortization of the Excess TI Allowance pursuant to Section 5 of this Work Letter Agreement; and

(f) Costs of any Tenant Improvements that are not depicted on or required by the approved TI Plans, unless such costs are for changes to the TI Plans that have been approved (or deemed approved) by Landlord in accordance with Section 3.6.

SECTION 5 — EXCESS TI ALLOWANCE

5.1 Election. In addition to the TI Allowance, Tenant may elect to utilize up to an additional Fifteen Dollars ($15.00) per rentable square foot of the Premises (up to a maximum of Two Million Seven Hundred Seventy-Five Thousand Dollars ($2,775,000.00)) as the Excess TI Allowance, by providing written notice to Landlord specifying the amount of the Excess TI Allowance that Tenant elects to utilize (which may be any amount up to the maximum). Such written notice must be delivered to Landlord at any time prior to the date that is twelve (12) months after the Commencement Date (i.e., on or before August 1, 2024). Tenant may elect to utilize the Excess TI Allowance in a single election or in multiple elections, provided that the aggregate amount elected does not exceed Two Million Seven Hundred Seventy-Five Thousand Dollars ($2,775,000.00) and all elections are made prior to the deadline specified in this Section 5.1.

5.2 Amortization. The Excess TI Allowance actually utilized by Tenant shall be amortized at a rate of seven and one-half percent (7.5%) per annum over the remaining Lease Term from the date of each disbursement of Excess TI Allowance funds. The resulting monthly amortization payment shall be calculated on a level payment basis (i.e., as if the Excess TI Allowance were a loan with equal monthly payments of principal and interest amortized over the remaining months of the Lease Term) and shall be added to and payable with Tenant's monthly installments of Base Rent as Additional Rent under the Lease. Such monthly amortization payments shall commence on the first day of the calendar month immediately following the month in which the applicable Excess TI Allowance funds are disbursed, and shall continue on the first day of each calendar month thereafter through and including the expiration of the Lease Term.

5.3 Calculation Example. By way of illustration and not limitation: If Tenant elects the full Excess TI Allowance of Two Million Seven Hundred Seventy-Five Thousand Dollars ($2,775,000.00) and such amount is disbursed in a single disbursement as of February 1, 2024, and there are one hundred seventy-four (174) months remaining in the Lease Term from such date (assuming a Lease Term expiration of July 31, 2038), the monthly amortization payment shall be calculated as follows:

Monthly Payment = P × [r(1+r)^n] / [(1+r)^n – 1]

Where:

• P = $2,775,000.00 (principal amount)

• r = 0.075 / 12 = 0.00625 (monthly interest rate)

• n = 174 (number of remaining monthly periods)

Monthly Payment = $2,775,000.00 × [0.00625(1.00625)^174] / [(1.00625)^174 – 1]

Monthly Payment = $2,775,000.00 × [0.00625 × 2.9614] / [2.9614 – 1]

Monthly Payment = $2,775,000.00 × 0.018509 / 1.9614

Monthly Payment = $2,775,000.00 × 0.009437

Monthly Payment ≈ $26,188.00

The foregoing is an approximation for illustrative purposes only. The actual monthly amortization payment shall be calculated by Landlord (and confirmed by Tenant) based on the actual amount of Excess TI Allowance disbursed and the actual number of months remaining in the Lease Term from the date of disbursement.

5.4 Acceleration. In the event of a default by Tenant under the Lease that results in the early termination of the Lease (whether by Landlord's exercise of remedies or otherwise), the entire unamortized balance of the Excess TI Allowance (including all accrued but unpaid interest thereon) shall be immediately due and payable by Tenant to Landlord as Additional Rent under the Lease. For the avoidance of doubt, the unamortized balance at any given date shall be calculated as the outstanding principal balance that would be remaining under the amortization schedule described in Section 5.2 as of such date.

SECTION 6 — DISBURSEMENT OF TI ALLOWANCE

6.1 Monthly Progress Payments. The TI Allowance (and any Excess TI Allowance elected by Tenant pursuant to Section 5) shall be disbursed by Landlord to Tenant in the form of monthly progress payments against Architect-certified Requisitions submitted by Tenant in accordance with this Section 6. Tenant shall submit no more than one (1) Requisition per calendar month, and each Requisition shall cover work performed and costs incurred during the immediately preceding calendar month (or such other period as is reasonably agreed upon by Landlord and Tenant). There shall be no minimum amount for any individual Requisition; provided, however, that Tenant shall use commercially reasonable efforts to consolidate Requisitions so as to minimize administrative burden on both parties.

6.2 Requisition Requirements. Each Requisition submitted by Tenant to Landlord shall include all of the following:

(a) A certification by the Architect (Ashworth Patel Design Studio LLC), signed by a principal or authorized representative of the Architect, that the work described in the Requisition has been completed in substantial accordance with the approved TI Plans and is of a quality consistent with the standards set forth in this Work Letter Agreement and the Lease;

(b) Copies of all invoices, receipts, or other documentation supporting the amounts requested in the Requisition, including invoices from the Construction Manager, subcontractors, material suppliers, the Architect, and any other consultants or vendors whose costs are included in the Requisition;

(c) Partial lien waivers from the Construction Manager, and from each subcontractor and material supplier whose work or materials were included in the immediately preceding Requisition, in form and substance reasonably satisfactory to Landlord, covering all work and materials through the period covered by such preceding Requisition. In the case of the final Requisition, final and unconditional lien waivers shall be required in accordance with Section 6.5;

(d) A statement, in a form reasonably acceptable to Landlord, showing (i) the total amount of the TI Allowance (and any Excess TI Allowance) disbursed to date, (ii) the amount of the current Requisition, and (iii) the balance of the TI Allowance (and any Excess TI Allowance) remaining after the current Requisition;

(e) A schedule of values for the Tenant Improvements, updated to reflect the percentage of completion of each line item as of the date of the Requisition; and

(f) Such other information or documentation as Landlord may reasonably request in connection with the verification of the Requisition, provided that Landlord shall not impose documentation requirements that are unreasonable or inconsistent with customary commercial construction draw practices in the New York City metropolitan area.

6.3 Retainage. Landlord shall be entitled to withhold ten percent (10%) of each progress payment as retainage until Substantial Completion of the Tenant Improvements, at which time the accumulated retainage shall be disbursed to Tenant upon satisfaction of the conditions set forth in Section 6.5. By way of illustration, if a Requisition requests payment of $500,000.00, Landlord shall disburse $450,000.00 and retain $50,000.00 as retainage. The retainage shall not bear interest and Landlord shall not be required to hold the retainage in a separate account.

6.4 Payment Timing. Landlord shall disburse each Requisition (less the applicable retainage) within thirty (30) days after Landlord's receipt of a complete Requisition satisfying all of the requirements of Section 6.2 above. If Landlord reasonably determines that a Requisition is incomplete or does not satisfy the requirements of Section 6.2, Landlord shall notify Tenant in writing of the specific deficiency within ten (10) business days after receipt of the Requisition, and the thirty (30) day disbursement period shall be tolled until Tenant delivers the required information or documentation. Landlord's failure to notify Tenant of any deficiency within such ten (10) business day period shall constitute a waiver of such deficiency. If Landlord fails to disburse any Requisition within the thirty (30) day period (as may be extended for incomplete Requisitions), Tenant shall deliver a written notice to Landlord stating that payment is overdue, and if Landlord fails to make the disbursement within five (5) business days after receipt of such notice, the unpaid amount shall bear interest at a rate equal to the lesser of (x) ten percent (10%) per annum and (y) the maximum rate permitted by applicable law, from the date that is thirty (30) days after Landlord's receipt of the complete Requisition until the date of payment.

6.5 Final Disbursement / Retainage Release. The final disbursement of the TI Allowance (including the release of all accumulated retainage) shall be made by Landlord within thirty (30) days after Tenant's delivery to Landlord of all of the following:

(a) A certificate of Substantial Completion from the Architect, certifying that the Tenant Improvements have been substantially completed in accordance with the approved TI Plans;

(b) Final and unconditional lien waivers from the Construction Manager and from all subcontractors, materialmen, and suppliers who performed work or supplied materials in connection with the Tenant Improvements, in form and substance reasonably satisfactory to Landlord;

(c) A copy of the certificate of occupancy or temporary certificate of occupancy issued by the New York City Department of Buildings for the Premises (or the applicable floors thereof), permitting Tenant's occupancy and use of the Premises for the purposes contemplated by the Lease;

(d) One (1) complete set of as-built drawings of the Tenant Improvements in both hard copy and electronic format (Glenrock Technologies .dwg files and PDF files), reflecting the Tenant Improvements as actually constructed;

(e) All required governmental sign-offs and inspection approvals, including, without limitation, sign-offs from the New York City Department of Buildings, the New York City Fire Department, and any other governmental authority having jurisdiction; and

(f) A final accounting of all TI Allowance Items, showing the total cost of the Tenant Improvements and the total amount of TI Allowance (and Excess TI Allowance) disbursed and remaining.

6.6 Unused TI Allowance. Any portion of the TI Allowance that has not been requisitioned by Tenant by submitting a complete Requisition to Landlord within eighteen (18) months after the Commencement Date (i.e., on or before February 1, 2025) shall be automatically forfeited by Tenant and retained by Landlord without any obligation to Tenant. No portion of the unused TI Allowance shall be converted to a cash payment to Tenant, a credit against Rent, or otherwise applied for Tenant's benefit. The foregoing deadline shall be extended on a day-for-day basis for any period of Landlord Delay (as defined in Section 10.2) and for any period of force majeure delay (as defined in Section 10.3).

6.7 No Landlord Obligation to Fund Beyond TI Allowance. Landlord shall have no obligation to disburse amounts in excess of the TI Allowance (plus any Excess TI Allowance elected and properly requisitioned by Tenant pursuant to Section 5). All costs of the Tenant Improvements in excess of the aggregate TI Allowance and Excess TI Allowance shall be borne solely by Tenant, and Tenant shall pay such excess costs directly as and when due, without any right to reimbursement from Landlord. Tenant shall not permit any portion of the cost of the Tenant Improvements to remain unpaid, and Landlord shall have no liability to any contractor, subcontractor, materialman, or supplier for any portion of the cost of the Tenant Improvements.

SECTION 7 — CONSTRUCTION OF TENANT IMPROVEMENTS

7.1 Tenant's Obligation. Tenant shall be solely responsible for the construction and installation of all Tenant Improvements in accordance with the approved TI Plans, at Tenant's sole cost and expense (subject to reimbursement from the TI Allowance and any Excess TI Allowance in accordance with Sections 4, 5, and 6 of this Work Letter Agreement). Tenant shall cause the Construction Manager to prosecute the Tenant Improvements diligently and continuously to completion, using first-class materials and labor, and in accordance with the approved TI Plans and all applicable laws, codes, and regulations. Tenant shall cause the Construction Manager to maintain a construction schedule and shall provide Landlord with periodic updates on the progress of construction upon Landlord's reasonable request.

7.2 Building Standards. All Tenant Improvements shall be constructed in a good and workmanlike manner, using new materials of first quality, in compliance with all applicable laws, codes, ordinances, rules, and regulations, including, without limitation, the New York City Building Code, the New York City Electrical Code, the New York City Fire Code, the New York City Plumbing Code, the Americans with Disabilities Act, and all applicable rules and regulations of the New York City Department of Buildings, the New York City Fire Department, and any other governmental authority having jurisdiction. The Tenant Improvements shall be constructed in accordance with the Building's Class A standards, and all finishes, materials, and installations visible from the Building's common areas (including elevator lobbies) shall be consistent with the quality and character of the Building as a whole. Tenant shall be responsible for all code compliance review and sign-offs required for the Tenant Improvements, and Landlord shall cooperate with Tenant in obtaining any required approvals.

7.3 Insurance During Construction. Prior to the commencement of any construction work in the Premises, and continuing until Substantial Completion of the Tenant Improvements, Tenant shall deliver to Landlord certificates of insurance (in form reasonably acceptable to Landlord) evidencing the following insurance coverage:

(a) Commercial General Liability Insurance. Commercial general liability insurance, on an occurrence form, with limits of not less than Five Million Dollars ($5,000,000.00) per occurrence and Ten Million Dollars ($10,000,000.00) in the aggregate, covering bodily injury, property damage, personal injury, and advertising injury arising out of or in connection with the construction of the Tenant Improvements. Such policy shall name Landlord, Greystone Capital Partners Fund VI LP (Landlord's parent fund), and their respective officers, directors, members, partners, managers, employees, and agents as additional insureds on a primary and non-contributory basis.

(b) Workers' Compensation Insurance. Workers' compensation insurance as required by the laws of the State of New York, including employer's liability coverage with limits of not less than One Million Dollars ($1,000,000.00) per accident, One Million Dollars ($1,000,000.00) per employee for disease, and One Million Dollars ($1,000,000.00) policy limit for disease.

(c) Builder's Risk Insurance. Builder's risk (course of construction) insurance on an all-risk basis, covering the full replacement cost of the Tenant Improvements during the course of construction, including coverage for materials in transit and materials stored off-site, with Landlord named as a loss payee as its interest may appear.

(d) Insurance Carriers. All insurance required under this Section 7.3 shall be placed with insurance carriers authorized to do business in the State of New York and maintaining a minimum A.M. Best rating of A-VIII or equivalent.

Tenant shall cause the Construction Manager and all subcontractors to maintain comparable insurance coverage, with limits reasonably satisfactory to Landlord but in no event less than the limits specified in the Lease for alterations performed by Tenant. Certificates of insurance for all such policies shall be delivered to Landlord prior to the commencement of any work and shall provide for at least thirty (30) days' prior written notice to Landlord of any cancellation, material change, or non-renewal.

7.4 Liens. Tenant shall not permit any mechanic's lien, materialman's lien, or other lien to be filed against the Building, the Land, or the Premises arising out of or in connection with the Tenant Improvements or any work performed or materials supplied in connection therewith. If any such lien is filed, Tenant shall cause such lien to be discharged of record (by bonding, payment, or otherwise) within thirty (30) days after written notice of the filing thereof is given to Tenant by Landlord or any other party. Tenant's failure to cause any such lien to be discharged within such thirty (30) day period shall constitute an Event of Default under the Lease, subject to any applicable notice and cure provisions set forth in the Lease. Nothing in this Work Letter Agreement or the Lease shall be construed as the consent or agreement of Landlord to subject Landlord's interest in the Building or the Land to any lien or claim of lien.

7.5 Landlord's Right to Inspect. Landlord and its representatives (including Landlord's property manager, engineers, architects, and consultants) shall have the right to inspect the Tenant Improvements at reasonable times during construction upon reasonable prior notice to Tenant or the Construction Manager (which notice may be given by email to Tenant's construction contact designated in Section 14.7 or to the Construction Manager's on-site project manager). Landlord's inspections shall be for Landlord's own informational purposes and shall not constitute acceptance of any work or a waiver of any of Tenant's obligations hereunder. Landlord shall use commercially reasonable efforts to conduct inspections in a manner that does not unreasonably interfere with or delay the construction of the Tenant Improvements.

7.6 Coordination with Building Operations. Tenant and the Construction Manager shall coordinate all construction activities with Landlord's property management team to minimize disruption to other tenants, occupants, and operations of the Building. Landlord's primary contact for construction coordination shall be Brendan T. Kozlowski, VP, Asset Management, Greystone Metropolitan Realty LLC (or such other person as Landlord may designate in writing to Tenant). All construction deliveries shall be made through the Building's freight entrance and freight elevator, at times designated by Landlord's property management team. All noise-generating work (including, without limitation, concrete coring, demolition, hammering, and use of power tools that generate significant noise or vibration) shall be performed outside of normal business hours (i.e., before 8:00 a.m. or after 6:00 p.m., Monday through Friday, and at any time on Saturday, Sunday, or Building holidays), unless otherwise approved by Landlord in writing. All work affecting common areas (including elevator lobbies, corridors, restrooms, and stairwells) shall be coordinated with Landlord and shall comply with the Building's construction rules and regulations, a copy of which Landlord has provided to Tenant. Tenant shall cause the Construction Manager to maintain the construction areas in a clean, safe, and orderly condition at all times and to remove all construction debris from the Building on a regular basis through the freight entrance.

SECTION 8 — LANDLORD'S BASE BUILDING OBLIGATIONS

8.1 Landlord's Work. Prior to the delivery of possession of the Premises to Tenant on the Commencement Date (August 1, 2023), Landlord shall deliver the Premises in broom-clean, vacant condition, with the following base building systems and components in good working order and condition:

(a) HVAC Systems. The Building's base building heating, ventilation, and air conditioning systems shall be operational and providing conditioned air to the perimeter of the Premises (i.e., to the point of connection at the VAV boxes and/or fan-powered boxes serving the Premises). Tenant shall be responsible for all supplemental HVAC within the Premises, including any additional cooling required for server rooms, production studios, screening rooms, and other high-density or high-heat-load areas;

(b) Fire and Life Safety Systems. The Building's base building fire and life safety systems shall be operational, including base building sprinkler heads (in a standard open-plan layout), fire alarm systems (including notification appliances and pull stations at the Building core), and stairwell pressurization systems. Tenant shall be responsible for any modifications to the sprinkler layout and fire alarm system required by the Tenant Improvements, subject to the use of Landlord's designated fire and life safety contractor as set forth in Section 2.3;

(c) Electrical Service. Electrical service shall be provided to the Premises electrical closets on each floor, with a capacity of not less than eight (8) watts per rentable square foot (exclusive of HVAC loads). Tenant shall be responsible for all electrical distribution within the Premises beyond the electrical closets;

(d) Plumbing. Plumbing service (domestic water supply and waste) shall be provided to the core of each floor. Tenant shall be responsible for all plumbing distribution within the Premises beyond the core, including any pantry sinks, supplemental restrooms, or other plumbing fixtures installed as part of the Tenant Improvements;

(e) Elevator Service. Passenger and freight elevator service shall be available and operational, consistent with the Building's standard hours of operation and construction scheduling requirements; and

(f) Window Treatments. Building standard window treatments (roller shades or equivalent) shall be installed on all exterior windows of the Premises.

8.2 Condition of Premises. Landlord represents and warrants that the Premises shall be delivered to Tenant free and clear of any tenancies, occupancies, or rights of possession by any third party. All prior tenant improvements, fixtures, and personal property of any prior tenant shall have been demolished, removed, and disposed of by Landlord (unless Landlord and Tenant otherwise agree in writing that certain existing improvements shall remain in place), and the Premises shall be delivered with the slab exposed (or, if Landlord and Tenant agree, with existing raised flooring in place), exterior walls exposed to the curtain wall, columns exposed, and the Building core in good condition and repair. The Premises shall be free of debris and in a condition suitable for the commencement of Tenant's construction activities.

8.3 Environmental Condition. Landlord represents and warrants that all asbestos-containing materials have been abated in the Premises floors (Floors 34, 35, 36, 37, and 38) in accordance with all applicable federal, state, and local laws and regulations, including the regulations of the New York City Department of Environmental Protection. Landlord further represents that a Phase I Environmental Site Assessment was completed on June 2, 2023, by Greenfield Environmental Sciences LLC (project director: Dr. Nadine Bertram, P.E.), which assessment identified no Recognized Environmental Conditions at the Property. A copy of such Phase I Environmental Site Assessment has been made available to Tenant. Landlord shall indemnify, defend, and hold Tenant harmless from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to any pre-existing environmental conditions in the Premises or the Building, including, without limitation, the presence, release, or threatened release of any hazardous materials existing in the Premises or the Building prior to the Commencement Date, consistent with the terms and conditions of the environmental indemnification provisions set forth in the Lease.

8.4 Demarcation. In the event of any dispute between Landlord and Tenant regarding whether specific work constitutes Base Building work (which is Landlord's obligation and responsibility) or Tenant Improvements (which are Tenant's obligation and responsibility), such dispute shall be resolved in the first instance by the Architect (Ashworth Patel Design Studio LLC), whose determination shall be binding on the parties unless either party objects in writing within five (5) business days after receipt of the Architect's determination, in which case the dispute shall be resolved by good faith negotiation between the parties. If the parties are unable to resolve such dispute within fifteen (15) business days after the objecting party's written objection, either party may submit the dispute to resolution in accordance with Section 14.2 of this Work Letter Agreement.

SECTION 9 — SIGNAGE

9.1 Premises Signage. Tenant may, as part of the Tenant Improvements and at Tenant's cost (which cost shall constitute a TI Allowance Item and may be paid from the TI Allowance), install building-standard suite identification signage on each floor of the Premises, including signage in the elevator lobby area of each floor (Floors 34, 35, 36, 37, and 38), reception area signage, and wayfinding signage within the Premises. The design, materials, dimensions, and placement of all Premises signage shall be subject to Landlord's reasonable approval, which approval shall not be unreasonably withheld, conditioned, or delayed, provided that such signage is consistent with the Building's Class A aesthetic standards.

9.2 Building Signage. As set forth in Article [__] of the Lease, and in consideration of Tenant's occupancy of five (5) full floors of the Building, Tenant is entitled to the following Building signage rights:

(a) A listing on the Building's lobby directory, in a size and format consistent with the Building's directory standards but proportionate to Tenant's stature as a major tenant of the Building;

(b) One (1) elevator bank placard identifying Tenant by name and/or logo, located at the elevator bank serving Floors 34 through 38, in a design and format subject to Landlord's reasonable approval; and

(c) One (1) exterior building-top sign position, on a portion of the Building exterior to be designated by Landlord in consultation with Tenant, in a size and format subject to Landlord's approval and subject to all applicable governmental approvals, permits, and zoning requirements, including any required approvals from the New York City Department of Buildings and the Landmarks Preservation Commission (if applicable).

The costs of Building signage described in this Section 9.2 (i.e., signage outside of the Premises, including lobby directory listings, elevator bank placards, and exterior building-top signage) are not TI Allowance Items and shall be at Tenant's sole cost and expense. Tenant shall be responsible for obtaining all governmental permits and approvals required for exterior Building signage, and Landlord shall reasonably cooperate with Tenant in connection therewith.

SECTION 10 — DELAYS

10.1 Tenant Delays. If Substantial Completion of the Tenant Improvements is delayed beyond the date that would otherwise have been the Substantial Completion date due to any act or omission of Tenant, including, without limitation:

(a) Tenant's failure to timely deliver the Space Plan or TI Plans (or revisions thereto) within the time periods specified in Section 3;

(b) Tenant's changes to the approved TI Plans after approval (including any delays caused by the design, review, and approval of such changes);

(c) Tenant's failure to timely select or approve finishes, materials, fixtures, or equipment required for the Tenant Improvements;

(d) Tenant's failure to timely respond to Requisitions, change order requests, or other construction-related matters requiring Tenant's input or approval;

(e) Any interference by Tenant, Tenant's employees, or Tenant's vendors with the construction of the Tenant Improvements; or

(f) Any other delay caused by the negligence or willful misconduct of Tenant or its agents, employees, contractors, or representatives,

such delay (each, a "Tenant Delay") shall not affect the Commencement Date or the Rent Commencement Date, and Tenant's obligation to pay Rent shall commence as of the Rent Commencement Date (February 1, 2024) regardless of any Tenant Delay.

10.2 Landlord Delays. If Substantial Completion of the Tenant Improvements is delayed beyond the date that would otherwise have been the Substantial Completion date due to any act or omission of Landlord, including, without limitation:

(a) Landlord's failure to timely review or approve (or provide comments on) the Space Plan or TI Plans (or revisions thereto) within the time periods specified in Section 3;

(b) Landlord's failure to timely deliver possession of the Premises to Tenant on the Commencement Date in the condition required by Section 8;

(c) Landlord's failure to provide reasonable access to the Premises, the freight elevator, loading dock, or other Building facilities reasonably necessary for the construction of the Tenant Improvements;

(d) Interference by Landlord, Landlord's contractors, or Landlord's agents with Tenant's Work; or

(e) Any other delay caused by the negligence or willful misconduct of Landlord or its agents, employees, contractors, or representatives,

such delay (each, a "Landlord Delay") shall cause the Rent Commencement Date (February 1, 2024) to be extended on a day-for-day basis for each day of such Landlord Delay. Tenant shall provide Landlord with written notice of any claimed Landlord Delay within ten (10) business days after Tenant becomes aware of such delay, specifying the nature and cause of the delay in reasonable detail. Landlord shall have a period of five (5) business days after receipt of such notice to cure the Landlord Delay before the Rent Commencement Date extension takes effect.

10.3 Force Majeure. Delays in Substantial Completion of the Tenant Improvements caused by force majeure events (as defined in the Lease), including, without limitation, strikes, lockouts, acts of God, fire, casualty, epidemic, pandemic, governmental restrictions, material shortages, transportation delays, and other events beyond the reasonable control of the delayed party, shall extend the time for Substantial Completion on a day-for-day basis; provided, however, that force majeure delays shall not extend the Rent Commencement Date. The party claiming a force majeure delay shall provide written notice to the other party within five (5) business days after the commencement of the force majeure event, specifying the nature and expected duration of the event.

SECTION 11 — COMPLETION; PUNCHLIST

11.1 Substantial Completion. Upon Substantial Completion of the Tenant Improvements, the Architect (Ashworth Patel Design Studio LLC) shall issue a written certificate of Substantial Completion to both Landlord and Tenant, certifying the date on which the Tenant Improvements were substantially completed in accordance with the approved TI Plans, subject only to minor punchlist items that do not materially interfere with Tenant's use and occupancy of the Premises. The certificate of Substantial Completion shall be in a form reasonably acceptable to Landlord and shall include a statement of the Architect's professional opinion that the Tenant Improvements have been completed in substantial conformity with the approved TI Plans and in compliance with all applicable codes and regulations.

11.2 Punchlist. Within ten (10) business days after the date of Substantial Completion, representatives of Landlord and Tenant (and, at either party's election, the Architect and/or the Construction Manager) shall jointly inspect the Premises and prepare a written punchlist (the "Punchlist") identifying all incomplete, defective, or non-conforming items of the Tenant Improvements. The Punchlist shall describe each item in reasonable detail and shall specify the corrective action required. Tenant shall cause the Construction Manager to diligently complete all Punchlist items within thirty (30) days after the date of the Punchlist. Upon completion of all Punchlist items, the Architect shall issue a written certificate confirming that all Punchlist items have been completed to the Architect's satisfaction. If any Punchlist item cannot reasonably be completed within such thirty (30) day period due to long-lead materials or other circumstances beyond Tenant's reasonable control, Tenant shall commence corrective action within such thirty (30) day period and thereafter diligently pursue completion of such item to conclusion.

11.3 Certificate of Occupancy. Tenant shall be responsible for obtaining a certificate of occupancy (or temporary certificate of occupancy) for the Premises from the New York City Department of Buildings, at Tenant's sole cost and expense, as a condition of Tenant's occupancy of the Premises for the conduct of business. Landlord shall reasonably cooperate with Tenant in obtaining such certificate of occupancy, including, without limitation, executing any required applications, owner's consents, or filings with the New York City Department of Buildings or other governmental authorities. Landlord shall provide such cooperation promptly and at no cost to Tenant (except for any out-of-pocket costs incurred by Landlord in connection therewith, which shall be reimbursed by Tenant within thirty (30) days after Landlord's request).

SECTION 12 — OWNERSHIP OF TENANT IMPROVEMENTS

12.1 During Lease Term. All Tenant Improvements constructed pursuant to this Work Letter Agreement shall, upon installation, become the property of Landlord and shall be deemed a part of the Premises. All such Tenant Improvements shall remain upon and be surrendered with the Premises at the expiration or earlier termination of the Lease, except as provided in Section 12.2 below. Notwithstanding the foregoing, during the Lease Term, Tenant shall have the exclusive right to use and enjoy the Tenant Improvements in connection with Tenant's use and occupancy of the Premises in accordance with the Lease.

12.2 Removal Obligations. Tenant shall not be required to remove any Tenant Improvements at the expiration or earlier termination of the Lease, and Tenant shall have no obligation to restore the Premises to their condition prior to the installation of the Tenant Improvements, except with respect to any Specialty Alterations (as defined in the Lease) that Landlord specifically designates for removal at the time of Landlord's approval of the TI Plans. For the avoidance of doubt, Landlord shall identify at the time of its approval of the TI Plans (pursuant to Section 3.4 of this Work Letter Agreement) which, if any, items depicted on the TI Plans constitute Specialty Alterations that Landlord will require Tenant to remove at the expiration or earlier termination of the Lease. If Landlord fails to designate any item as a Specialty Alterations requiring removal at the time of approval of the TI Plans, Tenant shall have no obligation to remove such item. Typical Specialty Alterations may include, without limitation, raised flooring, internal stairways, vaults, reinforced flooring, supplemental HVAC systems serving specialized uses, and other non-standard installations, but only to the extent specifically designated by Landlord at the time of approval of the TI Plans. If Tenant is required to remove any Specialty Alterations pursuant to this Section 12.2, Tenant shall complete such removal and restore the affected areas of the Premises to a condition reasonably comparable to the condition of the Premises prior to the installation of such Specialty Alterations, at Tenant's sole cost and expense, prior to the expiration or earlier termination of the Lease.

SECTION 13 — WARRANTIES

13.1 Tenant's Warranty. Tenant warrants to Landlord that all Tenant Improvements shall be

EXHIBIT C
WORK LETTER AGREEMENT
Attached to and forming a part of the 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")
Building: Greystone Tower, 787 Seventh Avenue, New York, NY 10019
Premises: Floors 34, 35, 36, 37, and 38 (approximately 185,000 rentable square feet)
This Work Letter Agreement (this "Work Letter Agreement") 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"), with respect to certain premises located at Greystone Tower, 787 Seventh Avenue, New York, NY 10019, consisting of the entire 34th, 35th, 36th, 37th, and 38th floors of the Building, comprising approximately 185,000 rentable square feet (approximately 37,000 rentable square feet per floor) (the "Premises"). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Lease. This Exhibit C sets forth the rights and obligations of Landlord and Tenant with respect to the design and construction of Tenant's initial improvements to the Premises (the "Tenant Improvements" or "Tenant's Work").
SECTION 1 — DEFINITIONS
As used in this Work Letter Agreement, the following terms shall have the meanings set forth below:
1.1 "Tenant Improvements" or "Tenant's Work" shall mean all improvements, alterations, installations, fixtures, and finishes to be constructed or installed within the Premises by or on behalf of Tenant in accordance with the approved Tenant Improvement Plans, including, without limitation, all interior partitions, wall finishes, floor coverings, ceiling treatments, millwork, cabinetry, electrical distribution within the Premises, supplemental HVAC, plumbing within the Premises, fire protection modifications, lighting fixtures, low-voltage cabling, audiovisual systems, and all other work necessary to prepare the Premises for Tenant's occupancy and use as contemplated by the Lease and this Work Letter Agreement.
1.2 "Tenant Improvement Plans" or "TI Plans" shall mean the final construction drawings, specifications, and plans for the Tenant Improvements prepared by the Architect and approved by Landlord and Tenant in accordance with Section 3 of this Work Letter Agreement. The TI Plans shall include, without limitation, architectural drawings, reflected ceiling plans, mechanical, electrical, and plumbing drawings, fire protection drawings, structural drawings (if applicable), and all other plans and specifications necessary or appropriate for the construction and installation of the Tenant Improvements. The TI Plans shall be of sufficient detail and completeness for permitting by the New York City Department of Buildings and for competitive bidding by qualified subcontractors.
1.3 "Architect" shall mean Ashworth Patel Design Studio LLC, a New York limited liability company, with offices at 20 West 22nd Street, 7th Floor, New York, NY 10010; principal architect: Rohan Patel, AIA. The Architect shall serve as Tenant's architect of record for space planning, tenant improvement design, and construction oversight of the Tenant Improvements, and shall be responsible for the preparation of the TI Plans and for certifying Requisitions and Substantial Completion as set forth herein.
1.4 "Construction Manager" shall mean Pinnacle Build Group LLC, a New York limited liability company, with offices at 330 West 42nd Street, Suite 1500, New York, NY 10036. The Construction Manager shall serve as Tenant's construction manager for the Tenant Improvements and shall be responsible for the management, coordination, and execution of all construction activities relating to the Tenant Improvements, including the procurement and supervision of subcontractors and the procurement of materials and equipment.
1.5 "Tenant Improvement Allowance" or "TI Allowance" shall mean the sum of Eighty-Five Dollars ($85.00) per rentable square foot of the Premises, which amount equals Fifteen Million Seven Hundred Twenty-Five Thousand Dollars ($15,725,000.00) (calculated as $85.00 multiplied by 185,000 rentable square feet), to be contributed by Landlord toward the cost of the Tenant Improvements in accordance with the terms and conditions of this Work Letter Agreement.
1.6 "Excess TI Allowance" shall mean up to an additional Fifteen Dollars ($15.00) per rentable square foot of the Premises, which amount equals up to Two Million Seven Hundred Seventy-Five Thousand Dollars ($2,775,000.00) (calculated as $15.00 multiplied by 185,000 rentable square feet), available at Tenant's election in accordance with Section 5 of this Work Letter Agreement, to be amortized into Base Rent at a rate of seven and one-half percent (7.5%) per annum over the remaining Lease Term as more particularly described in Section 5.
1.7 "TI Allowance Items" shall mean those items and costs for which the TI Allowance (and any Excess TI Allowance) may be applied, as described in Section 4 of this Work Letter Agreement.
1.8 "Requisition" shall mean a written request for disbursement of TI Allowance funds (and/or Excess TI Allowance funds) submitted by Tenant to Landlord in accordance with Section 6 of this Work Letter Agreement, together with all required supporting documentation.
1.9 "Substantial Completion" shall mean the date on which the Tenant Improvements have been substantially completed in accordance with the approved TI Plans, as certified by the Architect in a written certificate delivered to Landlord and Tenant, subject only to the completion of minor punchlist items that do not materially interfere with Tenant's use and occupancy of the Premises for the purposes contemplated by the Lease. For the avoidance of doubt, the Tenant Improvements shall not be deemed substantially complete until all mechanical, electrical, plumbing, and life safety systems serving the Premises are operational and all required governmental inspections have been passed (other than the issuance of a final certificate of occupancy, which may occur after Substantial Completion).
1.10 "Base Building" shall mean the core and shell of the Building as constructed by Landlord, including, without limitation, the base building heating, ventilation, and air conditioning systems, life safety and fire protection systems, elevator systems, base building electrical systems and risers, base building plumbing systems and risers, structural systems (including the slab, columns, and exterior walls), the Building lobbies and common areas, and the Building's exterior envelope and curtain wall, all of which are Landlord's responsibility to maintain and operate and are not part of Tenant's Work.
SECTION 2 — TENANT'S SELECTION OF ARCHITECT AND CONSTRUCTION MANAGER
2.1 Architect. Tenant has selected Ashworth Patel Design Studio LLC as the Architect for the design and preparation of the TI Plans and for the oversight and administration of the construction of the Tenant Improvements. The Architect shall be engaged directly by Tenant pursuant to a professional services agreement between Tenant and the Architect, at Tenant's sole cost and expense; provided, however, that the fees and costs of the Architect shall constitute a TI Allowance Item and may be paid from the TI Allowance (and/or the Excess TI Allowance) in accordance with Section 4 of this Work Letter Agreement. Landlord hereby acknowledges and approves Tenant's selection of Ashworth Patel Design Studio LLC as the Architect for the Tenant Improvements. The Architect shall be licensed to practice architecture in the State of New York and shall maintain all required professional licenses throughout the performance of its services hereunder.
2.2 Construction Manager. Tenant has selected Pinnacle Build Group LLC as the Construction Manager for the Tenant Improvements. The Construction Manager shall be engaged directly by Tenant pursuant to a construction management agreement between Tenant and the Construction Manager, at Tenant's sole cost and expense; provided, however, that the fees and costs of the Construction Manager (including general conditions, overhead, and profit) shall constitute a TI Allowance Item and may be paid from the TI Allowance (and/or the Excess TI Allowance) in accordance with Section 4 of this Work Letter Agreement. Landlord hereby acknowledges and approves Tenant's selection of Pinnacle Build Group LLC as the Construction Manager for the Tenant Improvements. The Construction Manager shall be licensed to perform construction management and/or general contracting services in the State of New York and the City of New York and shall maintain all required licenses throughout the performance of its services hereunder.
2.3 Subcontractors. Tenant and the Construction Manager shall be entitled to select subcontractors, materialmen, and suppliers of their choosing for the Tenant Improvements, subject to the following conditions:
(a) All contractors and subcontractors performing work in connection with the Tenant Improvements must carry insurance in amounts and with carriers reasonably satisfactory to Landlord, which insurance shall comply with the requirements set forth in Section 7.3 of this Work Letter Agreement and Section 11 of the Lease, as applicable. Prior to the commencement of any work by any subcontractor, Tenant shall cause such subcontractor to deliver to Landlord certificates of insurance evidencing the required coverage.
(b) For any work affecting or connecting to the Building's base building systems, including, without limitation, the HVAC systems, fire and life safety systems, electrical risers and switchgear, plumbing risers, structural elements, and elevator systems, Tenant shall use Landlord's designated base building contractors unless Landlord otherwise agrees in writing. As of the date of this Work Letter Agreement, Landlord's designated base building contractors are as follows: (i) HVAC — Consolidated Mechanical Systems Inc.; (ii) fire and life safety — Allied Fire Protection Corp.; (iii) electrical risers and switchgear — Metro Electrical Contracting LLC; (iv) plumbing risers — Empire Plumbing & Heating Co.; and (v) structural — Structural Engineering Associates of New York PC. Landlord represents that the rates charged by such designated contractors are competitive with market rates for comparable work in Class A office buildings in Midtown Manhattan.
(c) All subcontractors shall comply with all applicable union and prevailing wage requirements, and Tenant shall ensure that all work is performed in compliance with all applicable collective bargaining agreements covering the Building.
2.4 Licenses and Permits. The Construction Manager and all subcontractors performing work in connection with the Tenant Improvements shall maintain all licenses, permits, and registrations required under the laws of the State of New York and the City of New York, including, without limitation, all licenses required by the New York City Department of Buildings, the New York City Department of Consumer Affairs, the New York City Fire Department, and any other governmental authority having jurisdiction over the Tenant Improvements. Tenant shall be responsible for obtaining all permits and approvals necessary for the construction of the Tenant Improvements, at Tenant's cost, and Landlord shall reasonably cooperate with Tenant in connection therewith, including executing any applications or other documents reasonably required by any governmental authority.
SECTION 3 — DESIGN AND APPROVAL OF TENANT IMPROVEMENT PLANS
3.1 Space Plan. Within thirty (30) days after the date of the Lease (i.e., on or before August 12, 2023), the Architect shall prepare and deliver to Landlord a preliminary space plan for each of the five (5) floors of the Premises (Floors 34, 35, 36, 37, and 38) (collectively, the "Space Plan"). The Space Plan shall show the proposed layout of all improvements to the Premises, including, without limitation, private offices, open workstations, conference rooms, studio and production spaces, editing suites, screening rooms, reception areas, pantries and break rooms, server and telecommunications rooms, common areas, and all other proposed improvements. The Space Plan shall be drawn to scale and shall include a statement of the proposed program and square footage allocations for each major use area on each floor. The Space Plan shall also identify any areas where Tenant anticipates requiring supplemental HVAC, raised flooring, acoustical treatment, or other specialized installations.
3.2 Landlord's Review of Space Plan. Landlord shall review the Space Plan and, within ten (10) business days after receipt thereof, shall either approve the Space Plan or provide Tenant with Landlord's comments and objections in reasonable detail. Landlord's approval of the Space Plan shall not be unreasonably withheld, conditioned, or delayed. Landlord may disapprove the Space Plan only if the Space Plan would:
(i) adversely affect the structural integrity of the Building, including any proposed floor penetrations, excessive floor loads, or modifications to the Building's structural elements;
(ii) adversely affect the Building's base building systems, including any proposed modifications to or connections with the base building HVAC, electrical, plumbing, fire and life safety, or elevator systems that would impair the operation of such systems or the service provided to other tenants of the Building;
(iii) be visible from the exterior of the Building (including through the curtain wall) and be inconsistent with the Building's Class A aesthetic standards, as reasonably determined by Landlord; or
(iv) violate any applicable law, code, ordinance, regulation, or governmental requirement, including, without limitation, the New York City Building Code and the New York City Zoning Resolution.
If Landlord provides comments or objections to the Space Plan, Tenant shall cause the Architect to revise the Space Plan to address Landlord's reasonable comments and shall resubmit the revised Space Plan to Landlord within ten (10) business days after receipt of Landlord's comments. Landlord shall review and respond to any revised Space Plan within five (5) business days after receipt thereof. The foregoing process shall continue until the Space Plan is approved by both Landlord and Tenant.
3.3 Construction Drawings. Within forty-five (45) days after Landlord's approval (or deemed approval) of the Space Plan, the Architect shall prepare and deliver to Landlord complete construction drawings and specifications for the Tenant Improvements (the "TI Plans"). The TI Plans shall include, without limitation, all architectural plans, reflected ceiling plans, mechanical drawings, electrical drawings, plumbing drawings, fire protection and sprinkler drawings, structural drawings (if any structural work is proposed), millwork details, finish schedules, hardware schedules, equipment schedules, and all other plans and specifications necessary for the complete construction and installation of the Tenant Improvements. The TI Plans shall be prepared in conformity with all applicable building codes and regulations and shall be of sufficient detail and completeness for filing with and permitting by the New York City Department of Buildings and for bidding and construction by the Construction Manager and its subcontractors.
3.4 Landlord's Review of TI Plans. Landlord shall review the TI Plans and, within ten (10) business days after receipt thereof, shall either approve the TI Plans or provide Tenant with Landlord's comments and objections in reasonable detail. Landlord's approval of the TI Plans shall be subject to the same standard and the same limitations set forth in Section 3.2 above (i.e., Landlord's approval shall not be unreasonably withheld, conditioned, or delayed, and Landlord may disapprove only on the grounds set forth in clauses (i) through (iv) of Section 3.2). If Landlord disapproves the TI Plans or any portion thereof, Landlord shall provide specific written reasons for such disapproval, and Tenant shall cause the Architect to revise the TI Plans to address Landlord's reasonable comments and shall resubmit the revised TI Plans to Landlord within ten (10) business days after receipt of Landlord's comments. Landlord shall review and approve or provide comments on any revised TI Plans within five (5) business days after receipt thereof. The foregoing process shall continue until the TI Plans are approved by both Landlord and Tenant.
3.5 Deemed Approval. If Landlord fails to respond to Tenant's submission of the Space Plan or the TI Plans (or any revision thereof) within the applicable review period specified in Section 3.2 or Section 3.4, as applicable, and Tenant delivers a second written notice to Landlord stating in bold type "LANDLORD'S FAILURE TO RESPOND TO THIS NOTICE WITHIN FIVE (5) BUSINESS DAYS SHALL CONSTITUTE DEEMED APPROVAL OF THE [SPACE PLAN/TI PLANS] PURSUANT TO SECTION 3.5 OF EXHIBIT C," and Landlord fails to respond within five (5) business days after receipt of such second notice, then Landlord shall be deemed to have approved the Space Plan or TI Plans, as applicable, without comment or objection.
3.6 Changes to Approved TI Plans. After the TI Plans have been approved by Landlord and Tenant in accordance with this Section 3, any material changes to the TI Plans shall require Landlord's prior written approval, which approval shall not be unreasonably withheld, conditioned, or delayed. For purposes of this Section 3.6, a "material change" shall mean any change to the approved TI Plans that:
(a) affects the Building's base building systems, including any modifications to or connections with the base building HVAC, electrical, plumbing, fire and life safety, or elevator systems;
(b) affects the Building's structural elements, including any floor penetrations, modifications to the slab, or changes in floor loading;
(c) increases the cost of the Tenant Improvements by more than Fifty Thousand Dollars ($50,000.00) individually, or by more than Two Hundred Fifty Thousand Dollars ($250,000.00) in the aggregate, when taken together with all other changes previously made to the approved TI Plans; or
(d) materially changes the appearance of the Premises as visible from the exterior of the Building.
Landlord shall respond to any request for approval of a material change within five (5) business days after receipt of the proposed change, together with sufficient documentation to enable Landlord to evaluate the proposed change. Non-material changes (i.e., changes that do not meet any of the thresholds set forth in clauses (a) through (d) above) shall not require Landlord's approval; provided, however, that Tenant shall provide Landlord with copies of all change orders, whether material or non-material, for Landlord's records.
3.7 Permitted Uses. The TI Plans shall be consistent with the permitted use of the Premises as set forth in the Lease, which includes general office use, studio and production use, and ancillary uses consistent with the operation of a global media, entertainment, and e-commerce headquarters, including, without limitation, executive offices, open plan workstations, conference facilities, screening rooms, recording and production studios, editing suites, server rooms, reception and visitor areas, pantries, break rooms, and other uses customarily associated with such operations. Nothing in this Work Letter Agreement shall be construed to limit or modify the permitted uses set forth in the Lease.
SECTION 4 — TI ALLOWANCE ITEMS
4.1 Eligible Costs. The TI Allowance and any Excess TI Allowance elected by Tenant pursuant to Section 5 may be applied to the following TI Allowance Items:
(a) All hard costs of construction, labor, and materials for the Tenant Improvements in accordance with the approved TI Plans, including, without limitation, demolition, framing, drywall, taping and finishing, painting, flooring, ceiling systems, millwork, cabinetry, glass and glazing, doors and hardware, specialties, supplemental HVAC installations and ductwork distribution, electrical distribution and devices, plumbing fixtures and distribution within the Premises, fire protection and sprinkler modifications, and all other construction work depicted on and required by the approved TI Plans;
(b) Professional fees of the Architect (Ashworth Patel Design Studio LLC), including all fees for space planning, schematic design, design development, construction document preparation, engineering coordination, construction administration, and project close-out;
(c) Fees of the Construction Manager (Pinnacle Build Group LLC), including general conditions, construction management fees, overhead, and profit, as set forth in the construction management agreement between Tenant and the Construction Manager;
(d) Costs of all permits, governmental filing fees, plan examination fees, expediting fees, and inspection fees required in connection with the Tenant Improvements;
(e) Costs of data and telecommunications cabling, IT infrastructure, and audiovisual systems installed as part of the initial build-out of the Premises, including structured cabling, fiber optic installations, wireless access point infrastructure, and AV systems in conference rooms, screening rooms, and production studios;
(f) Costs of furniture, fixtures, and equipment ("FF&E") that are permanently affixed to the Premises, including, without limitation, built-in reception desks, built-in storage systems, built-in workstations, and built-in audiovisual equipment, up to a maximum of ten percent (10%) of the TI Allowance (i.e., up to One Million Five Hundred Seventy-Two Thousand Five Hundred Dollars ($1,572,500.00));
(g) Project management and coordination costs incurred by Tenant's internal project management team or by third-party project managers engaged by Tenant in connection with the oversight and coordination of the Tenant Improvements;
(h) Costs of signage within the Premises, including suite identification signage, wayfinding signage, and interior branding elements, subject to Landlord's reasonable approval of design and placement as set forth in Section 9;
(i) Costs of third-party consultants engaged by Tenant in connection with the design and construction of the Tenant Improvements, including, without limitation, mechanical, electrical, and plumbing (MEP) engineers, structural engineers, acoustical consultants, lighting designers, audiovisual consultants, sustainability consultants, and code consultants; and
(j) Sales and use taxes imposed on any of the foregoing TI Allowance Items.
4.2 Ineligible Costs. Notwithstanding the foregoing, the TI Allowance (and any Excess TI Allowance) may not be applied to any of the following:
(a) Tenant's movable furniture, personal property, trade fixtures, or equipment that is not permanently affixed to the Premises, including, without limitation, freestanding desks, chairs, filing cabinets, computers, monitors, printers, copiers, and other business equipment;
(b) Costs incurred by Tenant before the date of the Lease (July 13, 2023), including, without limitation, any pre-lease design, feasibility, or planning costs;
(c) Costs of Tenant's moving, relocation, or transition from Tenant's prior premises, including moving company fees, temporary storage costs, and employee relocation expenses;
(d) Any work performed outside the Premises, except as specifically provided in Section 9 of this Work Letter Agreement with respect to lobby and Building signage;
(e) Legal fees, brokerage commissions, or financing costs of any kind, except as specifically provided with respect to the amortization of the Excess TI Allowance pursuant to Section 5 of this Work Letter Agreement; and
(f) Costs of any Tenant Improvements that are not depicted on or required by the approved TI Plans, unless such costs are for changes to the TI Plans that have been approved (or deemed approved) by Landlord in accordance with Section 3.6.
SECTION 5 — EXCESS TI ALLOWANCE
5.1 Election. In addition to the TI Allowance, Tenant may elect to utilize up to an additional Fifteen Dollars ($15.00) per rentable square foot of the Premises (up to a maximum of Two Million Seven Hundred Seventy-Five Thousand Dollars ($2,775,000.00)) as the Excess TI Allowance, by providing written notice to Landlord specifying the amount of the Excess TI Allowance that Tenant elects to utilize (which may be any amount up to the maximum). Such written notice must be delivered to Landlord at any time prior to the date that is twelve (12) months after the Commencement Date (i.e., on or before August 1, 2024). Tenant may elect to utilize the Excess TI Allowance in a single election or in multiple elections, provided that the aggregate amount elected does not exceed Two Million Seven Hundred Seventy-Five Thousand Dollars ($2,775,000.00) and all elections are made prior to the deadline specified in this Section 5.1.
5.2 Amortization. The Excess TI Allowance actually utilized by Tenant shall be amortized at a rate of seven and one-half percent (7.5%) per annum over the remaining Lease Term from the date of each disbursement of Excess TI Allowance funds. The resulting monthly amortization payment shall be calculated on a level payment basis (i.e., as if the Excess TI Allowance were a loan with equal monthly payments of principal and interest amortized over the remaining months of the Lease Term) and shall be added to and payable with Tenant's monthly installments of Base Rent as Additional Rent under the Lease. Such monthly amortization payments shall commence on the first day of the calendar month immediately following the month in which the applicable Excess TI Allowance funds are disbursed, and shall continue on the first day of each calendar month thereafter through and including the expiration of the Lease Term.
5.3 Calculation Example. By way of illustration and not limitation: If Tenant elects the full Excess TI Allowance of Two Million Seven Hundred Seventy-Five Thousand Dollars ($2,775,000.00) and such amount is disbursed in a single disbursement as of February 1, 2024, and there are one hundred seventy-four (174) months remaining in the Lease Term from such date (assuming a Lease Term expiration of July 31, 2038), the monthly amortization payment shall be calculated as follows:
Monthly Payment = P × [r(1+r)^n] / [(1+r)^n – 1]
Where:
•  P = $2,775,000.00 (principal amount)
•  r = 0.075 / 12 = 0.00625 (monthly interest rate)
•  n = 174 (number of remaining monthly periods)
Monthly Payment = $2,775,000.00 × [0.00625(1.00625)^174] / [(1.00625)^174 – 1]
Monthly Payment = $2,775,000.00 × [0.00625 × 2.9614] / [2.9614 – 1]
Monthly Payment = $2,775,000.00 × 0.018509 / 1.9614
Monthly Payment = $2,775,000.00 × 0.009437
Monthly Payment ≈ $26,188.00
The foregoing is an approximation for illustrative purposes only. The actual monthly amortization payment shall be calculated by Landlord (and confirmed by Tenant) based on the actual amount of Excess TI Allowance disbursed and the actual number of months remaining in the Lease Term from the date of disbursement.
5.4 Acceleration. In the event of a default by Tenant under the Lease that results in the early termination of the Lease (whether by Landlord's exercise of remedies or otherwise), the entire unamortized balance of the Excess TI Allowance (including all accrued but unpaid interest thereon) shall be immediately due and payable by Tenant to Landlord as Additional Rent under the Lease. For the avoidance of doubt, the unamortized balance at any given date shall be calculated as the outstanding principal balance that would be remaining under the amortization schedule described in Section 5.2 as of such date.
SECTION 6 — DISBURSEMENT OF TI ALLOWANCE
6.1 Monthly Progress Payments. The TI Allowance (and any Excess TI Allowance elected by Tenant pursuant to Section 5) shall be disbursed by Landlord to Tenant in the form of monthly progress payments against Architect-certified Requisitions submitted by Tenant in accordance with this Section 6. Tenant shall submit no more than one (1) Requisition per calendar month, and each Requisition shall cover work performed and costs incurred during the immediately preceding calendar month (or such other period as is reasonably agreed upon by Landlord and Tenant). There shall be no minimum amount for any individual Requisition; provided, however, that Tenant shall use commercially reasonable efforts to consolidate Requisitions so as to minimize administrative burden on both parties.
6.2 Requisition Requirements. Each Requisition submitted by Tenant to Landlord shall include all of the following:
(a) A certification by the Architect (Ashworth Patel Design Studio LLC), signed by a principal or authorized representative of the Architect, that the work described in the Requisition has been completed in substantial accordance with the approved TI Plans and is of a quality consistent with the standards set forth in this Work Letter Agreement and the Lease;
(b) Copies of all invoices, receipts, or other documentation supporting the amounts requested in the Requisition, including invoices from the Construction Manager, subcontractors, material suppliers, the Architect, and any other consultants or vendors whose costs are included in the Requisition;
(c) Partial lien waivers from the Construction Manager, and from each subcontractor and material supplier whose work or materials were included in the immediately preceding Requisition, in form and substance reasonably satisfactory to Landlord, covering all work and materials through the period covered by such preceding Requisition. In the case of the final Requisition, final and unconditional lien waivers shall be required in accordance with Section 6.5;
(d) A statement, in a form reasonably acceptable to Landlord, showing (i) the total amount of the TI Allowance (and any Excess TI Allowance) disbursed to date, (ii) the amount of the current Requisition, and (iii) the balance of the TI Allowance (and any Excess TI Allowance) remaining after the current Requisition;
(e) A schedule of values for the Tenant Improvements, updated to reflect the percentage of completion of each line item as of the date of the Requisition; and
(f) Such other information or documentation as Landlord may reasonably request in connection with the verification of the Requisition, provided that Landlord shall not impose documentation requirements that are unreasonable or inconsistent with customary commercial construction draw practices in the New York City metropolitan area.
6.3 Retainage. Landlord shall be entitled to withhold ten percent (10%) of each progress payment as retainage until Substantial Completion of the Tenant Improvements, at which time the accumulated retainage shall be disbursed to Tenant upon satisfaction of the conditions set forth in Section 6.5. By way of illustration, if a Requisition requests payment of $500,000.00, Landlord shall disburse $450,000.00 and retain $50,000.00 as retainage. The retainage shall not bear interest and Landlord shall not be required to hold the retainage in a separate account.
6.4 Payment Timing. Landlord shall disburse each Requisition (less the applicable retainage) within thirty (30) days after Landlord's receipt of a complete Requisition satisfying all of the requirements of Section 6.2 above. If Landlord reasonably determines that a Requisition is incomplete or does not satisfy the requirements of Section 6.2, Landlord shall notify Tenant in writing of the specific deficiency within ten (10) business days after receipt of the Requisition, and the thirty (30) day disbursement period shall be tolled until Tenant delivers the required information or documentation. Landlord's failure to notify Tenant of any deficiency within such ten (10) business day period shall constitute a waiver of such deficiency. If Landlord fails to disburse any Requisition within the thirty (30) day period (as may be extended for incomplete Requisitions), Tenant shall deliver a written notice to Landlord stating that payment is overdue, and if Landlord fails to make the disbursement within five (5) business days after receipt of such notice, the unpaid amount shall bear interest at a rate equal to the lesser of (x) ten percent (10%) per annum and (y) the maximum rate permitted by applicable law, from the date that is thirty (30) days after Landlord's receipt of the complete Requisition until the date of payment.
6.5 Final Disbursement / Retainage Release. The final disbursement of the TI Allowance (including the release of all accumulated retainage) shall be made by Landlord within thirty (30) days after Tenant's delivery to Landlord of all of the following:
(a) A certificate of Substantial Completion from the Architect, certifying that the Tenant Improvements have been substantially completed in accordance with the approved TI Plans;
(b) Final and unconditional lien waivers from the Construction Manager and from all subcontractors, materialmen, and suppliers who performed work or supplied materials in connection with the Tenant Improvements, in form and substance reasonably satisfactory to Landlord;
(c) A copy of the certificate of occupancy or temporary certificate of occupancy issued by the New York City Department of Buildings for the Premises (or the applicable floors thereof), permitting Tenant's occupancy and use of the Premises for the purposes contemplated by the Lease;
(d) One (1) complete set of as-built drawings of the Tenant Improvements in both hard copy and electronic format (Glenrock Technologies .dwg files and PDF files), reflecting the Tenant Improvements as actually constructed;
(e) All required governmental sign-offs and inspection approvals, including, without limitation, sign-offs from the New York City Department of Buildings, the New York City Fire Department, and any other governmental authority having jurisdiction; and
(f) A final accounting of all TI Allowance Items, showing the total cost of the Tenant Improvements and the total amount of TI Allowance (and Excess TI Allowance) disbursed and remaining.
6.6 Unused TI Allowance. Any portion of the TI Allowance that has not been requisitioned by Tenant by submitting a complete Requisition to Landlord within eighteen (18) months after the Commencement Date (i.e., on or before February 1, 2025) shall be automatically forfeited by Tenant and retained by Landlord without any obligation to Tenant. No portion of the unused TI Allowance shall be converted to a cash payment to Tenant, a credit against Rent, or otherwise applied for Tenant's benefit. The foregoing deadline shall be extended on a day-for-day basis for any period of Landlord Delay (as defined in Section 10.2) and for any period of force majeure delay (as defined in Section 10.3).
6.7 No Landlord Obligation to Fund Beyond TI Allowance. Landlord shall have no obligation to disburse amounts in excess of the TI Allowance (plus any Excess TI Allowance elected and properly requisitioned by Tenant pursuant to Section 5). All costs of the Tenant Improvements in excess of the aggregate TI Allowance and Excess TI Allowance shall be borne solely by Tenant, and Tenant shall pay such excess costs directly as and when due, without any right to reimbursement from Landlord. Tenant shall not permit any portion of the cost of the Tenant Improvements to remain unpaid, and Landlord shall have no liability to any contractor, subcontractor, materialman, or supplier for any portion of the cost of the Tenant Improvements.
SECTION 7 — CONSTRUCTION OF TENANT IMPROVEMENTS
7.1 Tenant's Obligation. Tenant shall be solely responsible for the construction and installation of all Tenant Improvements in accordance with the approved TI Plans, at Tenant's sole cost and expense (subject to reimbursement from the TI Allowance and any Excess TI Allowance in accordance with Sections 4, 5, and 6 of this Work Letter Agreement). Tenant shall cause the Construction Manager to prosecute the Tenant Improvements diligently and continuously to completion, using first-class materials and labor, and in accordance with the approved TI Plans and all applicable laws, codes, and regulations. Tenant shall cause the Construction Manager to maintain a construction schedule and shall provide Landlord with periodic updates on the progress of construction upon Landlord's reasonable request.
7.2 Building Standards. All Tenant Improvements shall be constructed in a good and workmanlike manner, using new materials of first quality, in compliance with all applicable laws, codes, ordinances, rules, and regulations, including, without limitation, the New York City Building Code, the New York City Electrical Code, the New York City Fire Code, the New York City Plumbing Code, the Americans with Disabilities Act, and all applicable rules and regulations of the New York City Department of Buildings, the New York City Fire Department, and any other governmental authority having jurisdiction. The Tenant Improvements shall be constructed in accordance with the Building's Class A standards, and all finishes, materials, and installations visible from the Building's common areas (including elevator lobbies) shall be consistent with the quality and character of the Building as a whole. Tenant shall be responsible for all code compliance review and sign-offs required for the Tenant Improvements, and Landlord shall cooperate with Tenant in obtaining any required approvals.
7.3 Insurance During Construction. Prior to the commencement of any construction work in the Premises, and continuing until Substantial Completion of the Tenant Improvements, Tenant shall deliver to Landlord certificates of insurance (in form reasonably acceptable to Landlord) evidencing the following insurance coverage:
(a) Commercial General Liability Insurance. Commercial general liability insurance, on an occurrence form, with limits of not less than Five Million Dollars ($5,000,000.00) per occurrence and Ten Million Dollars ($10,000,000.00) in the aggregate, covering bodily injury, property damage, personal injury, and advertising injury arising out of or in connection with the construction of the Tenant Improvements. Such policy shall name Landlord, Greystone Capital Partners Fund VI LP (Landlord's parent fund), and their respective officers, directors, members, partners, managers, employees, and agents as additional insureds on a primary and non-contributory basis.
(b) Workers' Compensation Insurance. Workers' compensation insurance as required by the laws of the State of New York, including employer's liability coverage with limits of not less than One Million Dollars ($1,000,000.00) per accident, One Million Dollars ($1,000,000.00) per employee for disease, and One Million Dollars ($1,000,000.00) policy limit for disease.
(c) Builder's Risk Insurance. Builder's risk (course of construction) insurance on an all-risk basis, covering the full replacement cost of the Tenant Improvements during the course of construction, including coverage for materials in transit and materials stored off-site, with Landlord named as a loss payee as its interest may appear.
(d) Insurance Carriers. All insurance required under this Section 7.3 shall be placed with insurance carriers authorized to do business in the State of New York and maintaining a minimum A.M. Best rating of A-VIII or equivalent.
Tenant shall cause the Construction Manager and all subcontractors to maintain comparable insurance coverage, with limits reasonably satisfactory to Landlord but in no event less than the limits specified in the Lease for alterations performed by Tenant. Certificates of insurance for all such policies shall be delivered to Landlord prior to the commencement of any work and shall provide for at least thirty (30) days' prior written notice to Landlord of any cancellation, material change, or non-renewal.
7.4 Liens. Tenant shall not permit any mechanic's lien, materialman's lien, or other lien to be filed against the Building, the Land, or the Premises arising out of or in connection with the Tenant Improvements or any work performed or materials supplied in connection therewith. If any such lien is filed, Tenant shall cause such lien to be discharged of record (by bonding, payment, or otherwise) within thirty (30) days after written notice of the filing thereof is given to Tenant by Landlord or any other party. Tenant's failure to cause any such lien to be discharged within such thirty (30) day period shall constitute an Event of Default under the Lease, subject to any applicable notice and cure provisions set forth in the Lease. Nothing in this Work Letter Agreement or the Lease shall be construed as the consent or agreement of Landlord to subject Landlord's interest in the Building or the Land to any lien or claim of lien.
7.5 Landlord's Right to Inspect. Landlord and its representatives (including Landlord's property manager, engineers, architects, and consultants) shall have the right to inspect the Tenant Improvements at reasonable times during construction upon reasonable prior notice to Tenant or the Construction Manager (which notice may be given by email to Tenant's construction contact designated in Section 14.7 or to the Construction Manager's on-site project manager). Landlord's inspections shall be for Landlord's own informational purposes and shall not constitute acceptance of any work or a waiver of any of Tenant's obligations hereunder. Landlord shall use commercially reasonable efforts to conduct inspections in a manner that does not unreasonably interfere with or delay the construction of the Tenant Improvements.
7.6 Coordination with Building Operations. Tenant and the Construction Manager shall coordinate all construction activities with Landlord's property management team to minimize disruption to other tenants, occupants, and operations of the Building. Landlord's primary contact for construction coordination shall be Brendan T. Kozlowski, VP, Asset Management, Greystone Metropolitan Realty LLC (or such other person as Landlord may designate in writing to Tenant). All construction deliveries shall be made through the Building's freight entrance and freight elevator, at times designated by Landlord's property management team. All noise-generating work (including, without limitation, concrete coring, demolition, hammering, and use of power tools that generate significant noise or vibration) shall be performed outside of normal business hours (i.e., before 8:00 a.m. or after 6:00 p.m., Monday through Friday, and at any time on Saturday, Sunday, or Building holidays), unless otherwise approved by Landlord in writing. All work affecting common areas (including elevator lobbies, corridors, restrooms, and stairwells) shall be coordinated with Landlord and shall comply with the Building's construction rules and regulations, a copy of which Landlord has provided to Tenant. Tenant shall cause the Construction Manager to maintain the construction areas in a clean, safe, and orderly condition at all times and to remove all construction debris from the Building on a regular basis through the freight entrance.
SECTION 8 — LANDLORD'S BASE BUILDING OBLIGATIONS
8.1 Landlord's Work. Prior to the delivery of possession of the Premises to Tenant on the Commencement Date (August 1, 2023), Landlord shall deliver the Premises in broom-clean, vacant condition, with the following base building systems and components in good working order and condition:
(a) HVAC Systems. The Building's base building heating, ventilation, and air conditioning systems shall be operational and providing conditioned air to the perimeter of the Premises (i.e., to the point of connection at the VAV boxes and/or fan-powered boxes serving the Premises). Tenant shall be responsible for all supplemental HVAC within the Premises, including any additional cooling required for server rooms, production studios, screening rooms, and other high-density or high-heat-load areas;
(b) Fire and Life Safety Systems. The Building's base building fire and life safety systems shall be operational, including base building sprinkler heads (in a standard open-plan layout), fire alarm systems (including notification appliances and pull stations at the Building core), and stairwell pressurization systems. Tenant shall be responsible for any modifications to the sprinkler layout and fire alarm system required by the Tenant Improvements, subject to the use of Landlord's designated fire and life safety contractor as set forth in Section 2.3;
(c) Electrical Service. Electrical service shall be provided to the Premises electrical closets on each floor, with a capacity of not less than eight (8) watts per rentable square foot (exclusive of HVAC loads). Tenant shall be responsible for all electrical distribution within the Premises beyond the electrical closets;
(d) Plumbing. Plumbing service (domestic water supply and waste) shall be provided to the core of each floor. Tenant shall be responsible for all plumbing distribution within the Premises beyond the core, including any pantry sinks, supplemental restrooms, or other plumbing fixtures installed as part of the Tenant Improvements;
(e) Elevator Service. Passenger and freight elevator service shall be available and operational, consistent with the Building's standard hours of operation and construction scheduling requirements; and
(f) Window Treatments. Building standard window treatments (roller shades or equivalent) shall be installed on all exterior windows of the Premises.
8.2 Condition of Premises. Landlord represents and warrants that the Premises shall be delivered to Tenant free and clear of any tenancies, occupancies, or rights of possession by any third party. All prior tenant improvements, fixtures, and personal property of any prior tenant shall have been demolished, removed, and disposed of by Landlord (unless Landlord and Tenant otherwise agree in writing that certain existing improvements shall remain in place), and the Premises shall be delivered with the slab exposed (or, if Landlord and Tenant agree, with existing raised flooring in place), exterior walls exposed to the curtain wall, columns exposed, and the Building core in good condition and repair. The Premises shall be free of debris and in a condition suitable for the commencement of Tenant's construction activities.
8.3 Environmental Condition. Landlord represents and warrants that all asbestos-containing materials have been abated in the Premises floors (Floors 34, 35, 36, 37, and 38) in accordance with all applicable federal, state, and local laws and regulations, including the regulations of the New York City Department of Environmental Protection. Landlord further represents that a Phase I Environmental Site Assessment was completed on June 2, 2023, by Greenfield Environmental Sciences LLC (project director: Dr. Nadine Bertram, P.E.), which assessment identified no Recognized Environmental Conditions at the Property. A copy of such Phase I Environmental Site Assessment has been made available to Tenant. Landlord shall indemnify, defend, and hold Tenant harmless from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to any pre-existing environmental conditions in the Premises or the Building, including, without limitation, the presence, release, or threatened release of any hazardous materials existing in the Premises or the Building prior to the Commencement Date, consistent with the terms and conditions of the environmental indemnification provisions set forth in the Lease.
8.4 Demarcation. In the event of any dispute between Landlord and Tenant regarding whether specific work constitutes Base Building work (which is Landlord's obligation and responsibility) or Tenant Improvements (which are Tenant's obligation and responsibility), such dispute shall be resolved in the first instance by the Architect (Ashworth Patel Design Studio LLC), whose determination shall be binding on the parties unless either party objects in writing within five (5) business days after receipt of the Architect's determination, in which case the dispute shall be resolved by good faith negotiation between the parties. If the parties are unable to resolve such dispute within fifteen (15) business days after the objecting party's written objection, either party may submit the dispute to resolution in accordance with Section 14.2 of this Work Letter Agreement.
SECTION 9 — SIGNAGE
9.1 Premises Signage. Tenant may, as part of the Tenant Improvements and at Tenant's cost (which cost shall constitute a TI Allowance Item and may be paid from the TI Allowance), install building-standard suite identification signage on each floor of the Premises, including signage in the elevator lobby area of each floor (Floors 34, 35, 36, 37, and 38), reception area signage, and wayfinding signage within the Premises. The design, materials, dimensions, and placement of all Premises signage shall be subject to Landlord's reasonable approval, which approval shall not be unreasonably withheld, conditioned, or delayed, provided that such signage is consistent with the Building's Class A aesthetic standards.
9.2 Building Signage. As set forth in Article [__] of the Lease, and in consideration of Tenant's occupancy of five (5) full floors of the Building, Tenant is entitled to the following Building signage rights:
(a) A listing on the Building's lobby directory, in a size and format consistent with the Building's directory standards but proportionate to Tenant's stature as a major tenant of the Building;
(b) One (1) elevator bank placard identifying Tenant by name and/or logo, located at the elevator bank serving Floors 34 through 38, in a design and format subject to Landlord's reasonable approval; and
(c) One (1) exterior building-top sign position, on a portion of the Building exterior to be designated by Landlord in consultation with Tenant, in a size and format subject to Landlord's approval and subject to all applicable governmental approvals, permits, and zoning requirements, including any required approvals from the New York City Department of Buildings and the Landmarks Preservation Commission (if applicable).
The costs of Building signage described in this Section 9.2 (i.e., signage outside of the Premises, including lobby directory listings, elevator bank placards, and exterior building-top signage) are not TI Allowance Items and shall be at Tenant's sole cost and expense. Tenant shall be responsible for obtaining all governmental permits and approvals required for exterior Building signage, and Landlord shall reasonably cooperate with Tenant in connection therewith.
SECTION 10 — DELAYS
10.1 Tenant Delays. If Substantial Completion of the Tenant Improvements is delayed beyond the date that would otherwise have been the Substantial Completion date due to any act or omission of Tenant, including, without limitation:
(a) Tenant's failure to timely deliver the Space Plan or TI Plans (or revisions thereto) within the time periods specified in Section 3;
(b) Tenant's changes to the approved TI Plans after approval (including any delays caused by the design, review, and approval of such changes);
(c) Tenant's failure to timely select or approve finishes, materials, fixtures, or equipment required for the Tenant Improvements;
(d) Tenant's failure to timely respond to Requisitions, change order requests, or other construction-related matters requiring Tenant's input or approval;
(e) Any interference by Tenant, Tenant's employees, or Tenant's vendors with the construction of the Tenant Improvements; or
(f) Any other delay caused by the negligence or willful misconduct of Tenant or its agents, employees, contractors, or representatives,
such delay (each, a "Tenant Delay") shall not affect the Commencement Date or the Rent Commencement Date, and Tenant's obligation to pay Rent shall commence as of the Rent Commencement Date (February 1, 2024) regardless of any Tenant Delay.
10.2 Landlord Delays. If Substantial Completion of the Tenant Improvements is delayed beyond the date that would otherwise have been the Substantial Completion date due to any act or omission of Landlord, including, without limitation:
(a) Landlord's failure to timely review or approve (or provide comments on) the Space Plan or TI Plans (or revisions thereto) within the time periods specified in Section 3;
(b) Landlord's failure to timely deliver possession of the Premises to Tenant on the Commencement Date in the condition required by Section 8;
(c) Landlord's failure to provide reasonable access to the Premises, the freight elevator, loading dock, or other Building facilities reasonably necessary for the construction of the Tenant Improvements;
(d) Interference by Landlord, Landlord's contractors, or Landlord's agents with Tenant's Work; or
(e) Any other delay caused by the negligence or willful misconduct of Landlord or its agents, employees, contractors, or representatives,
such delay (each, a "Landlord Delay") shall cause the Rent Commencement Date (February 1, 2024) to be extended on a day-for-day basis for each day of such Landlord Delay. Tenant shall provide Landlord with written notice of any claimed Landlord Delay within ten (10) business days after Tenant becomes aware of such delay, specifying the nature and cause of the delay in reasonable detail. Landlord shall have a period of five (5) business days after receipt of such notice to cure the Landlord Delay before the Rent Commencement Date extension takes effect.
10.3 Force Majeure. Delays in Substantial Completion of the Tenant Improvements caused by force majeure events (as defined in the Lease), including, without limitation, strikes, lockouts, acts of God, fire, casualty, epidemic, pandemic, governmental restrictions, material shortages, transportation delays, and other events beyond the reasonable control of the delayed party, shall extend the time for Substantial Completion on a day-for-day basis; provided, however, that force majeure delays shall not extend the Rent Commencement Date. The party claiming a force majeure delay shall provide written notice to the other party within five (5) business days after the commencement of the force majeure event, specifying the nature and expected duration of the event.
SECTION 11 — COMPLETION; PUNCHLIST
11.1 Substantial Completion. Upon Substantial Completion of the Tenant Improvements, the Architect (Ashworth Patel Design Studio LLC) shall issue a written certificate of Substantial Completion to both Landlord and Tenant, certifying the date on which the Tenant Improvements were substantially completed in accordance with the approved TI Plans, subject only to minor punchlist items that do not materially interfere with Tenant's use and occupancy of the Premises. The certificate of Substantial Completion shall be in a form reasonably acceptable to Landlord and shall include a statement of the Architect's professional opinion that the Tenant Improvements have been completed in substantial conformity with the approved TI Plans and in compliance with all applicable codes and regulations.
11.2 Punchlist. Within ten (10) business days after the date of Substantial Completion, representatives of Landlord and Tenant (and, at either party's election, the Architect and/or the Construction Manager) shall jointly inspect the Premises and prepare a written punchlist (the "Punchlist") identifying all incomplete, defective, or non-conforming items of the Tenant Improvements. The Punchlist shall describe each item in reasonable detail and shall specify the corrective action required. Tenant shall cause the Construction Manager to diligently complete all Punchlist items within thirty (30) days after the date of the Punchlist. Upon completion of all Punchlist items, the Architect shall issue a written certificate confirming that all Punchlist items have been completed to the Architect's satisfaction. If any Punchlist item cannot reasonably be completed within such thirty (30) day period due to long-lead materials or other circumstances beyond Tenant's reasonable control, Tenant shall commence corrective action within such thirty (30) day period and thereafter diligently pursue completion of such item to conclusion.
11.3 Certificate of Occupancy. Tenant shall be responsible for obtaining a certificate of occupancy (or temporary certificate of occupancy) for the Premises from the New York City Department of Buildings, at Tenant's sole cost and expense, as a condition of Tenant's occupancy of the Premises for the conduct of business. Landlord shall reasonably cooperate with Tenant in obtaining such certificate of occupancy, including, without limitation, executing any required applications, owner's consents, or filings with the New York City Department of Buildings or other governmental authorities. Landlord shall provide such cooperation promptly and at no cost to Tenant (except for any out-of-pocket costs incurred by Landlord in connection therewith, which shall be reimbursed by Tenant within thirty (30) days after Landlord's request).
SECTION 12 — OWNERSHIP OF TENANT IMPROVEMENTS
12.1 During Lease Term. All Tenant Improvements constructed pursuant to this Work Letter Agreement shall, upon installation, become the property of Landlord and shall be deemed a part of the Premises. All such Tenant Improvements shall remain upon and be surrendered with the Premises at the expiration or earlier termination of the Lease, except as provided in Section 12.2 below. Notwithstanding the foregoing, during the Lease Term, Tenant shall have the exclusive right to use and enjoy the Tenant Improvements in connection with Tenant's use and occupancy of the Premises in accordance with the Lease.
12.2 Removal Obligations. Tenant shall not be required to remove any Tenant Improvements at the expiration or earlier termination of the Lease, and Tenant shall have no obligation to restore the Premises to their condition prior to the installation of the Tenant Improvements, except with respect to any Specialty Alterations (as defined in the Lease) that Landlord specifically designates for removal at the time of Landlord's approval of the TI Plans. For the avoidance of doubt, Landlord shall identify at the time of its approval of the TI Plans (pursuant to Section 3.4 of this Work Letter Agreement) which, if any, items depicted on the TI Plans constitute Specialty Alterations that Landlord will require Tenant to remove at the expiration or earlier termination of the Lease. If Landlord fails to designate any item as a Specialty Alterations requiring removal at the time of approval of the TI Plans, Tenant shall have no obligation to remove such item. Typical Specialty Alterations may include, without limitation, raised flooring, internal stairways, vaults, reinforced flooring, supplemental HVAC systems serving specialized uses, and other non-standard installations, but only to the extent specifically designated by Landlord at the time of approval of the TI Plans. If Tenant is required to remove any Specialty Alterations pursuant to this Section 12.2, Tenant shall complete such removal and restore the affected areas of the Premises to a condition reasonably comparable to the condition of the Premises prior to the installation of such Specialty Alterations, at Tenant's sole cost and expense, prior to the expiration or earlier termination of the Lease.
SECTION 13 — WARRANTIES
13.1 Tenant's Warranty. Tenant warrants to Landlord that all Tenant Improvements shall be

EXHIBIT C

WORK LETTER AGREEMENT

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