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

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EXHIBIT E

EXPANSION OPTION TERMS

This Exhibit E is attached to and made a part of that certain Agreement of Lease dated July 13, 2023 (the "Lease"), by and between Greystone Metropolitan Realty LLC, a Delaware limited liability company ("Landlord"), and Aurelius Media Holdings Inc., a Delaware corporation ("Tenant"), for premises located in the building commonly known as Greystone Tower, 787 Seventh Avenue, New York, New York 10019 (the "Building"). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Lease. In the event of any conflict between the terms of this Exhibit E and the terms of the body of the Lease, the terms of this Exhibit E shall control with respect to the subject matter hereof.

Section 1. Grant of Expansion Option

1.1. Subject to the terms and conditions set forth in this Exhibit E, Landlord hereby grants to Tenant the option (the "Expansion Option") to lease additional space in the Building, such additional space consisting of the entire rentable area of the thirty-ninth (39th) floor and the entire rentable area of the fortieth (40th) floor of the Building (each floor comprising approximately thirty-seven thousand (37,000) rentable square feet, for a combined total of approximately seventy-four thousand (74,000) rentable square feet, as measured in accordance with the REBNY measurement standard applied to the initial Premises) (collectively, the "Expansion Space"). The exact rentable square footage of the Expansion Space shall be determined by Landlord's architect in accordance with the measurement methodology set forth in Section 1.2 of the Lease, and shall be binding on both parties absent manifest error.

1.2. The Expansion Option must be exercised with respect to the entirety of the Expansion Space. Tenant shall have no right to exercise the Expansion Option with respect to only the thirty-ninth (39th) floor or only the fortieth (40th) floor, or with respect to any portion of either floor less than the whole. The Expansion Option is a single, indivisible right and must be exercised, if at all, as to both floors in their entirety.

1.3. The Expansion Option is personal to Aurelius Media Holdings Inc. and to any successor entity that succeeds to Tenant's interest in the Lease by means of a change of control assignment expressly permitted under Article 14 of the Lease. In no event may the Expansion Option be exercised by or on behalf of (a) any subtenant of Tenant, (b) any assignee of Tenant (other than a permitted successor described in the immediately preceding sentence), or (c) any other party. Any attempted exercise of the Expansion Option by a party other than Tenant or a permitted successor as described herein shall be void and of no force or effect.

Section 2. Exercise Window

2.1. Tenant may exercise the Expansion Option by delivering irrevocable written notice of exercise (the "Expansion Notice") to Landlord during the period (the "Exercise Window") commencing on the first (1st) day of the thirty-sixth (36th) month of the Lease Term and ending at 5:00 p.m. Eastern Time on the last day of the forty-eighth (48th) month of the Lease Term. Based on the Commencement Date of August 1, 2023, as established pursuant to the Lease, the Exercise Window shall run from August 1, 2026 through and including July 31, 2027.

2.2. The Expansion Notice shall be delivered in accordance with the notice provisions set forth in Article 27 of the Lease and shall clearly state Tenant's irrevocable election to exercise the Expansion Option for the entirety of the Expansion Space. Once delivered, the Expansion Notice shall be irrevocable and binding upon Tenant. The Expansion Notice shall include the name and contact information of Tenant's authorized representative for purposes of coordinating delivery of the Expansion Space and the commencement of design and construction activities.

2.3. Time is of the essence with respect to the Exercise Window. If Tenant fails to deliver a valid Expansion Notice to Landlord on or before 5:00 p.m. Eastern Time on July 31, 2027 (or such later date as the end of the Exercise Window may fall if the Commencement Date is adjusted pursuant to the terms of the Lease), the Expansion Option shall automatically and irrevocably terminate and shall thereafter be of no further force or effect, and neither party shall have any further rights or obligations with respect thereto. No reminder, demand, or further notice from Landlord shall be required as a condition to such termination.

Section 3. Conditions to Exercise

3.1. The Expansion Option may be exercised only if each of the following conditions is satisfied both (i) at the time of Tenant's delivery of the Expansion Notice and (ii) on the Expansion Space Commencement Date (as defined in Section 4 below):

(a) The Lease is in full force and effect and has not been terminated, cancelled, or surrendered by either party;

(b) No Event of Default by Tenant exists under the Lease, and no condition, event, act, or omission exists which, with the giving of notice or the passage of time or both, would constitute an Event of Default by Tenant under the Lease;

(c) Tenant has not assigned the Lease (other than pursuant to a change of control assignment expressly permitted under Article 14 of the Lease) and has not sublet more than forty percent (40%) of the rentable square footage of the initial Premises (Floors 34 through 38, comprising approximately one hundred eighty-five thousand (185,000) rentable square feet); and

(d) Tenant (or its permitted successor under Article 14 of the Lease) is in actual occupancy of, and is conducting its business operations from, at least sixty percent (60%) of the rentable square footage of the initial Premises (i.e., at least approximately one hundred eleven thousand (111,000) rentable square feet of the initial Premises located on Floors 34 through 38).

3.2. If any of the conditions set forth in Section 3.1 above are not satisfied at the time of delivery of the Expansion Notice, Landlord shall have the right, in its sole discretion, to reject the Expansion Notice as invalid by written notice to Tenant delivered within fifteen (15) business days after Landlord's receipt of the Expansion Notice. If Landlord does not deliver such rejection notice within such fifteen (15) business day period, Landlord shall be deemed to have waived the unsatisfied condition(s) as a basis for rejection, but only with respect to conditions existing at the time of the Expansion Notice (and not with respect to conditions required to be satisfied as of the Expansion Space Commencement Date). If any of the conditions set forth in Section 3.1 above are not satisfied as of the Expansion Space Commencement Date, Landlord shall have the right, in its sole discretion, to terminate Tenant's exercise of the Expansion Option by written notice to Tenant delivered within fifteen (15) business days after the Expansion Space Commencement Date.

Section 4. Expansion Space Commencement Date

4.1. The commencement date for the Expansion Space (the "Expansion Space Commencement Date") shall be the date that is one hundred eighty (180) days after the date of Tenant's delivery of the Expansion Notice to Landlord, or such earlier date as may be mutually agreed upon by Landlord and Tenant in writing. For the avoidance of doubt, neither party shall be obligated to agree to an earlier Expansion Space Commencement Date.

4.2. Landlord shall deliver the Expansion Space to Tenant on or before the Expansion Space Commencement Date in broom-clean condition, free of all tenants, occupants, and licensees (other than Tenant itself), and with all Building systems (including, without limitation, HVAC, electrical, plumbing, life safety, and elevator systems) serving the Expansion Space in good working order and condition. Landlord shall remove, or cause to be removed, all personal property, trade fixtures, and debris of any prior tenant or occupant of the Expansion Space prior to delivery. Delivery of the Expansion Space shall be confirmed by execution of a written acknowledgment of delivery by both Landlord and Tenant, such acknowledgment to be in a form reasonably acceptable to both parties.

4.3. If Landlord is unable to deliver the Expansion Space to Tenant by the Expansion Space Commencement Date due to the holdover of an existing tenant or occupant or due to other causes beyond Landlord's reasonable control (excluding delays caused by Landlord's failure to exercise commercially reasonable efforts to recapture or terminate the third-party lease in accordance with Section 14 below), the Expansion Space Commencement Date shall be extended on a day-for-day basis for each day of such delay. In such event, Tenant's sole and exclusive remedy for such delay shall be a day-for-day abatement of Expansion Base Rent (as defined in Section 6 below) for each day by which delivery of the Expansion Space is delayed beyond the originally scheduled Expansion Space Commencement Date, such abatement to be applied as a credit against the first installment(s) of Expansion Base Rent becoming due after delivery.

4.4. Notwithstanding the foregoing, if delivery of the Expansion Space is delayed by more than one hundred twenty (120) days beyond the originally scheduled Expansion Space Commencement Date (i.e., beyond the date that is three hundred (300) days after the date of Tenant's delivery of the Expansion Notice), Tenant shall have the right, exercisable in Tenant's sole discretion, to rescind its exercise of the Expansion Option by delivering written notice of rescission to Landlord within thirty (30) days after the expiration of such one hundred twenty (120) day delay period. If Tenant delivers such rescission notice, the Expansion Option and Tenant's exercise thereof shall be deemed null and void, neither party shall have any further rights or obligations with respect to the Expansion Space, and the Lease shall continue in full force and effect with respect to the initial Premises as if the Expansion Option had never been exercised. If Tenant fails to deliver such rescission notice within such thirty (30) day period, Tenant shall be deemed to have waived its right of rescission, and the Expansion Space Commencement Date shall continue to be extended on a day-for-day basis until delivery occurs (with the rent abatement described in Section 4.3 continuing to apply).

Section 5. Expansion Space Term

5.1. The term for the Expansion Space (the "Expansion Space Term") shall be co-terminous with the Lease Term for the initial Premises. The Expansion Space Term shall commence on the Expansion Space Commencement Date and shall expire at 11:59 p.m. on July 31, 2038, which is the Expiration Date of the Lease, unless the Lease is sooner terminated in accordance with its terms. All references in the Lease to the "Premises" shall, from and after the Expansion Space Commencement Date, be deemed to include the Expansion Space, except where the context requires otherwise.

5.2. If Tenant exercises any renewal option or extension right with respect to the Lease Term pursuant to the terms of the Lease, the Expansion Space shall automatically be included within the Premises for the entirety of such renewal or extension term, and the Expansion Space shall not be severable from the initial Premises during any such renewal or extension period. The base rent for the Expansion Space during any renewal term shall be determined in accordance with the renewal provisions of the Lease, applied to the Expansion Space on the same basis as to the initial Premises.

Section 6. Expansion Base Rent

6.1. The annual base rent for the Expansion Space (the "Expansion Base Rent") shall be the Fair Market Rent per rentable square foot of the Expansion Space, as determined in accordance with the Fair Market Rent Determination Procedure set forth in Exhibit G to the Lease, as of the Expansion Space Commencement Date. Fair Market Rent shall be determined taking into account, among other relevant factors, the quality, size, location, and condition of the Expansion Space, prevailing rental rates for comparable Class A office space in Midtown Manhattan, the remaining term of the Lease, any applicable escalations, and the tenant improvement allowance being provided by Landlord, all as more particularly described in Exhibit G.

6.2. Notwithstanding the provisions of Section 6.1 above, the Expansion Base Rent per rentable square foot shall in no event be less than ninety-five percent (95%) of the then-current annual base rent per rentable square foot payable by Tenant for the initial Premises at the time of Tenant's exercise of the Expansion Option (the "Expansion Rent Floor"). For purposes of illustration only and not by way of limitation: if Tenant exercises the Expansion Option during Lease Years 6 through 10 of the initial Lease Term, at which time the annual base rent payable for the initial Premises is Thirty-Three Dollars ($33.00) per rentable square foot, then the Expansion Rent Floor would be calculated as follows: 95% × $33.00 = $31.35 per rentable square foot. If the Fair Market Rent as finally determined is less than the Expansion Rent Floor, the Expansion Base Rent shall be the Expansion Rent Floor. If the Fair Market Rent as finally determined equals or exceeds the Expansion Rent Floor, the Expansion Base Rent shall be the Fair Market Rent.

6.3. The Expansion Base Rent shall be payable in equal monthly installments in advance, on the first day of each calendar month during the Expansion Space Term, in the same manner and subject to the same terms and conditions (including late charges and default interest provisions) as the base rent payable by Tenant for the initial Premises under the Lease. If the Expansion Space Commencement Date falls on a day other than the first day of a calendar month, the Expansion Base Rent for such partial month shall be prorated on a per diem basis.

6.4. In addition to the Expansion Base Rent, Tenant shall pay escalations for operating expenses and real estate taxes with respect to the Expansion Space, calculated in the same manner and subject to the same terms and conditions as the escalations payable by Tenant for the initial Premises under Articles 5 and 6 of the Lease. Tenant's Proportionate Share shall be increased to reflect the addition of the Expansion Space to the Premises and shall be recalculated as follows:

Revised Tenant's Proportionate Share = (185,000 RSF + 74,000 RSF) ÷ 1,450,000 RSF = 259,000 RSF ÷ 1,450,000 RSF = 17.86% (rounded to the nearest one-hundredth of a percent)

The base year for operating expenses and real estate taxes attributable to the Expansion Space shall be the calendar year in which the Expansion Space Commencement Date falls (the "Expansion Base Year"), which base year shall be separate from and independent of the base year applicable to the initial Premises. For the avoidance of doubt, the Expansion Base Year shall apply solely to the Expansion Space component of Tenant's Proportionate Share.

6.5. The controllable operating expense cap of five percent (5%) cumulative annual increase, as set forth in Article 5 of the Lease with respect to the initial Premises, shall apply to the Expansion Space on the same basis and subject to the same terms, conditions, and exclusions as are applicable to the initial Premises, with the first year of measurement for purposes of such cap commencing in the Expansion Base Year.

Section 7. Fair Market Rent Determination

7.1. The Fair Market Rent for the Expansion Space shall be determined in accordance with the Fair Market Rent Determination Procedure set forth in Exhibit G to the Lease, which procedure is incorporated herein by this reference. The parties acknowledge that Exhibit G sets forth a comprehensive framework for the determination of Fair Market Rent, including procedures for negotiation, the exchange of proposed rental rates, and, if the parties are unable to agree, resolution through a baseball-style arbitration process before qualified commercial real estate appraisers.

7.2. The Fair Market Rent determination process shall commence promptly following Landlord's receipt of the Expansion Notice. Landlord shall deliver to Tenant its written proposal of Fair Market Rent for the Expansion Space (the "Landlord's FMR Proposal") within fifteen (15) business days after Landlord's receipt of the Expansion Notice. Thereafter, the parties shall follow the procedures, timelines, and deadlines set forth in Exhibit G. Each party shall cooperate in good faith and use commercially reasonable efforts to reach agreement on the Fair Market Rent, and to cause any arbitration proceedings to be concluded, as expeditiously as practicable.

7.3. If the Fair Market Rent for the Expansion Space has not been finally determined by the Expansion Space Commencement Date (whether by agreement of the parties or by final determination through the arbitration process set forth in Exhibit G), Tenant shall pay the Expansion Rent Floor (as defined in Section 6.2 above) as interim rent commencing on the Expansion Space Commencement Date and continuing until such time as the Fair Market Rent is finally determined. Upon final determination of the Fair Market Rent, a retroactive adjustment shall be made as follows:

(a) If the Fair Market Rent as finally determined exceeds the Expansion Rent Floor paid as interim rent, Tenant shall pay to Landlord the aggregate amount of the deficiency (i.e., the difference between the Fair Market Rent and the Expansion Rent Floor, multiplied by the number of months or partial months of interim rent payments) within thirty (30) days after the date of final determination, without interest.

(b) If the Fair Market Rent as finally determined is less than the Expansion Rent Floor paid as interim rent (which circumstance would not arise given that the Expansion Rent Floor is a floor, not a ceiling, but is included for the sake of completeness), no adjustment shall be required and the Expansion Rent Floor shall constitute the Expansion Base Rent.

Any credit due to Tenant or additional amount due from Tenant as a result of such retroactive adjustment shall be paid or credited, as applicable, within thirty (30) days after the final determination of Fair Market Rent.

Section 8. Expansion Tenant Improvement Allowance

8.1. Landlord shall provide Tenant with a tenant improvement allowance for the Expansion Space (the "Expansion TI Allowance") in the amount of Fifty Dollars ($50.00) per rentable square foot of the Expansion Space, for a total Expansion TI Allowance of Three Million Seven Hundred Thousand Dollars ($3,700,000.00) (based on 74,000 rentable square feet of Expansion Space). If the final measured rentable square footage of the Expansion Space as determined by Landlord's architect pursuant to Section 1.1 differs from 74,000 rentable square feet, the total Expansion TI Allowance shall be recalculated accordingly at the rate of $50.00 per rentable square foot.

8.2. The Expansion TI Allowance shall be disbursed in the same manner and subject to the same terms, conditions, and documentation requirements as the initial TI Allowance under the Work Letter Agreement attached to the Lease as Exhibit C, including without limitation monthly progress payments made against architect-certified requisitions submitted in accordance with the procedures set forth in Exhibit C. Each requisition shall be accompanied by (i) a certification by Tenant's architect that the work described therein has been completed in accordance with the approved plans and specifications, (ii) unconditional lien waivers from the general contractor and all subcontractors and material suppliers for the amount of the prior requisition, and (iii) such other documentation as Landlord may reasonably require.

8.3. The Expansion TI Allowance shall be used solely for the design, permitting, and construction of leasehold improvements within the Expansion Space, including without limitation architectural and engineering fees, permit and filing fees, construction costs, cabling and data infrastructure, and project management fees. The Expansion TI Allowance shall not be applied toward the purchase of furniture, fixtures, or equipment (other than items that constitute permanent leasehold improvements affixed to the Expansion Space), nor toward any costs incurred prior to the date of the Expansion Notice without Landlord's prior written consent.

8.4. Any unused portion of the Expansion TI Allowance remaining as of the date that is twelve (12) months after the Expansion Space Commencement Date shall be forfeited by Tenant and shall revert to Landlord, and Tenant shall have no further right, claim, or entitlement thereto. No portion of the Expansion TI Allowance shall be applied as a credit against Expansion Base Rent or any other monetary obligation of Tenant under the Lease unless expressly agreed to in writing by Landlord.

8.5. Tenant's architect for the design and construction of the Expansion Space improvements shall be Ashworth Patel Design Studio LLC, or such other licensed architect as Tenant may select, subject to Landlord's prior written approval, which approval shall not be unreasonably withheld, conditioned, or delayed. All plans and specifications for the Expansion Space improvements shall be submitted to Landlord for review and approval in accordance with the procedures set forth in the Work Letter Agreement (Exhibit C to the Lease).

8.6. Tenant's construction manager for the Expansion Space improvements shall be Pinnacle Build Group LLC, or such other licensed and insured construction manager or general contractor as Tenant may select, subject to Landlord's prior written approval, which approval shall not be unreasonably withheld, conditioned, or delayed. Tenant's construction manager shall comply with all Building rules and regulations regarding construction activities, including requirements for insurance, indemnification, hours of construction, freight elevator usage, and protection of common areas.

Section 9. Condition of the Expansion Space

9.1. Landlord shall deliver the Expansion Space to Tenant in its then "as-is" condition on the Expansion Space Commencement Date, broom-clean, free of all personal property, trade fixtures, equipment, and debris of any prior tenant or occupant, and with all base Building systems serving the Expansion Space — including, without limitation, heating, ventilation, and air conditioning ("HVAC") systems, electrical systems and distribution panels, plumbing and sanitary systems, life safety and fire protection systems (including sprinklers and fire alarm systems), and passenger and freight elevator service — in good working order and condition. Landlord makes no representation or warranty regarding the condition or suitability of the Expansion Space for Tenant's particular use, except as expressly set forth in this Section 9.

9.2. Landlord shall, at Landlord's sole cost and expense, perform any work required to bring the base Building infrastructure serving the Expansion Space into compliance with all applicable laws, codes, ordinances, rules, and regulations in effect as of the Expansion Space Commencement Date (collectively, "Applicable Laws"), including, without limitation, the New York City Building Code, the New York City Fire Code, and all applicable accessibility requirements under the Americans with Disabilities Act and the New York City Human Rights Law ("Code Compliance Work"). The Code Compliance Work shall not include, and Landlord shall not be responsible for, any code compliance work triggered by or arising from Tenant's specific leasehold improvements, alterations, or particular use of the Expansion Space, the cost of which shall be borne solely by Tenant.

9.3. Landlord represents and warrants that, as of the Expansion Space Commencement Date, the Expansion Space shall be free of asbestos-containing materials ("ACMs"), consistent with and on the same basis as Landlord's representations and warranties regarding the absence of ACMs in the initial Premises as set forth in Article 38 of the Lease. If ACMs are discovered in the Expansion Space after delivery, Landlord shall, at Landlord's sole cost and expense, cause the removal or proper encapsulation of such ACMs in accordance with all Applicable Laws, and shall indemnify and hold Tenant harmless from and against any costs, liabilities, or damages arising therefrom.

Section 10. Amendment to Lease

10.1. Promptly upon Tenant's exercise of the Expansion Option and the final determination of Expansion Base Rent, Landlord and Tenant shall, within thirty (30) days after the final determination of the Expansion Base Rent (whether by agreement or through the arbitration process described in Section 7 and Exhibit G), execute an amendment to the Lease (the "Expansion Amendment"), in a form reasonably satisfactory to both parties, to memorialize the following:

(a) The addition of the Expansion Space (consisting of the thirty-ninth (39th) and fortieth (40th) floors of the Building, comprising approximately seventy-four thousand (74,000) rentable square feet) to the Premises under the Lease;

(b) The Expansion Space Commencement Date;

(c) The Expansion Base Rent, expressed both as an annual per-rentable-square-foot rate and as the aggregate annual amount, together with the amount of the equal monthly installments thereof;

(d) The revised Tenant's Proportionate Share, which shall be seventeen and eighty-six hundredths percent (17.86%), as calculated in Section 6.4 above;

(e) The Expansion TI Allowance, including the total amount and the terms and conditions of disbursement;

(f) The Expansion Base Year for operating expenses and real estate taxes;

(g) Updated floor plans depicting the Expansion Space; and

(h) Such other conforming changes to the Lease as are necessary or appropriate to reflect the addition of the Expansion Space, including updates to exhibits, schedules, and defined terms.

10.2. The failure or refusal of either party to execute the Expansion Amendment shall not affect the validity or enforceability of Tenant's exercise of the Expansion Option or the obligations of the parties under this Exhibit E. In the absence of a fully executed Expansion Amendment, this Exhibit E and the Expansion Notice shall govern the terms and conditions applicable to the Expansion Space, and the parties' respective rights and obligations hereunder shall be fully enforceable.

Section 11. Security Deposit Adjustment

11.1. Upon commencement of the Expansion Space Term, Tenant shall not be required to increase the amount of the irrevocable standby letter of credit currently held by Landlord as a security deposit under the Lease. The existing security deposit, as the same may be reduced from time to time in accordance with the burn-down schedule set forth in Article 37 of the Lease and Exhibit D thereto, shall secure Tenant's obligations with respect to both the initial Premises and the Expansion Space for the remainder of the Lease Term (and any renewal terms). The parties acknowledge that the letter of credit amount was originally sized to accommodate the potential addition of the Expansion Space and that no increase is warranted or required.

11.2. The Guaranty of Lease dated as of July 13, 2023, executed by Aurelius Global Media Group PLC, a public limited company organized under the laws of England and Wales (the "Parent Guaranty"), which is capped at Eighteen Million Dollars ($18,000,000.00), shall, by its terms, extend to and cover Tenant's obligations with respect to the Expansion Space in addition to Tenant's obligations with respect to the initial Premises, without the need for the execution of a separate or supplemental guaranty instrument. Landlord and Tenant acknowledge and confirm that the Parent Guaranty, as currently in effect, encompasses all obligations of Tenant arising under the Lease, as the same may be amended from time to time, including obligations arising from the addition of the Expansion Space.

Section 12. SNDA for Expansion Space

12.1. The parties acknowledge that the Subordination, Non-Disturbance and Attornment Agreement dated as of July 10, 2023 (the "SNDA"), executed by Atlas Continental Bank, N.A., as holder of the first mortgage lien on the Building, shall, by its terms, apply to and cover the Expansion Space upon its addition to the Premises under the Lease. If, notwithstanding the foregoing, any amendment, supplement, confirmation, or reaffirmation of the SNDA is required by Atlas Continental Bank, N.A. or any successor or assign of such lender, or by the holder of any other mortgage lien now or hereafter encumbering the Building, in order to confirm that the SNDA (or the non-disturbance protections contained therein) extends to the Expansion Space, Landlord shall use commercially reasonable efforts to obtain such amendment, supplement, confirmation, or reaffirmation at Landlord's sole cost and expense within thirty (30) days after the Expansion Space Commencement Date.

12.2. Landlord's failure to obtain such amendment or confirmation within such thirty (30) day period shall not constitute a default by Landlord under the Lease, provided that Landlord continues to use commercially reasonable efforts to obtain the same; however, Tenant shall not be obligated to subordinate its interest in the Expansion Space to any mortgage or deed of trust unless and until a commercially reasonable non-disturbance agreement (or amendment to the existing SNDA) has been delivered to Tenant.

Section 13. Insurance

13.1. Effective as of the Expansion Space Commencement Date, Tenant shall extend all insurance coverages required under Article 11 of the Lease to cover the Expansion Space in addition to the initial Premises, including without limitation the following:

(a) Commercial general liability insurance 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, personal injury, and property damage arising out of or relating to Tenant's use and occupancy of both the initial Premises and the Expansion Space;

(b) Property insurance covering Tenant's personal property, trade fixtures, leasehold improvements, and betterments within the Expansion Space at full replacement value, on an "all risk" or "special form" basis, including coverage for fire, theft, vandalism, water damage, and such other perils as are customarily covered;

(c) Umbrella or excess liability insurance with limits of not less than Twenty-Five Million Dollars ($25,000,000.00) per occurrence and in the aggregate, providing coverage in excess of the underlying commercial general liability, employer's liability, and automobile liability policies;

(d) Workers' compensation insurance as required by Applicable Laws; and

(e) Such other insurance coverages as are required under Article 11 of the Lease.

13.2. All insurance policies required under this Section 13 shall name Landlord, Landlord's managing agent, and the holder of any mortgage lien on the Building as additional insureds (except with respect to workers' compensation coverage), and shall comply in all respects with the requirements set forth in Article 11 of the Lease, including requirements as to carrier ratings, policy endorsements, and waiver of subrogation.

13.3. Tenant shall deliver updated certificates of insurance evidencing the required coverages for the Expansion Space to Landlord no later than ten (10) business days prior to the Expansion Space Commencement Date. Failure to deliver such certificates within such time period shall not delay the Expansion Space Commencement Date or relieve Tenant of any of its obligations hereunder, but shall constitute a default under the Lease if not cured within the applicable notice and cure periods set forth in the Lease.

Section 14. Landlord's Right to Lease Expansion Space Pending Exercise

14.1. During the period prior to the commencement of the Exercise Window, and during the Exercise Window (until Tenant exercises the Expansion Option or the Exercise Window expires, whichever occurs first), Landlord shall have the right, in its sole discretion, to lease all or any portion of the Expansion Space to third-party tenants on such terms and conditions as Landlord deems appropriate; provided, however, that any lease, license, or occupancy agreement entered into by Landlord with respect to any portion of the Expansion Space on or after the first day of the twenty-fourth (24th) month of the Lease Term (i.e., on or after August 1, 2025, based on a Commencement Date of August 1, 2023) shall contain a termination or recapture right in favor of Landlord, exercisable by Landlord upon not more than nine (9) months' prior written notice to the third-party tenant, so as to permit Landlord to deliver the Expansion Space to Tenant vacant and free of occupants in accordance with Section 4 above.

14.2. Landlord shall exercise commercially reasonable efforts to include such termination or recapture right in any lease of the Expansion Space entered into prior to the twenty-fourth (24th) month of the Lease Term, but shall not be obligated to do so. Landlord shall not be liable to Tenant for any failure to include a termination or recapture right in any lease entered into prior to such date.

14.3. If the Expansion Space or any portion thereof is occupied by a third-party tenant at the time Tenant exercises the Expansion Option, the one hundred eighty (180) day delivery period set forth in Section 4.1 shall be extended as necessary to permit Landlord to recapture and deliver the Expansion Space, subject in all events to the delay, abatement, and rescission provisions set forth in Sections 4.3 and 4.4 above. Landlord shall promptly exercise all available termination or recapture rights upon receipt of the Expansion Notice and shall use commercially reasonable efforts to cause the existing occupant to vacate the Expansion Space as expeditiously as practicable, including, if reasonably necessary, the institution of holdover proceedings.

Section 15. Signage

15.1. Upon the addition of the Expansion Space to the Premises, Tenant shall be entitled to additional Building directory listings and elevator bank listings for the thirty-ninth (39th) and fortieth (40th) floors at no additional charge, consistent in design, format, size, and placement with the signage rights granted to Tenant under the Lease for the initial Premises (Floors 34 through 38). Such additional listings shall be installed by Landlord at Landlord's cost within a reasonable period following the Expansion Space Commencement Date and shall be maintained by Landlord in the same manner as the directory and elevator bank listings for the initial Premises.

15.2. Tenant's rights with respect to exterior Building signage, monument signage, and lobby identification signage, as set forth in Article 33 of the Lease, shall not be affected or expanded by the addition of the Expansion Space, except as may be expressly agreed in writing by Landlord and Tenant.

Section 16. Effect of Termination or Default

16.1. The Expansion Option shall automatically terminate and shall be of no further force or effect, without the necessity of any notice from Landlord, upon the occurrence of any of the following:

(a) Any termination of the Lease, whether by expiration of the Lease Term, early termination, surrender, or otherwise;

(b) The occurrence of any Event of Default by Tenant under the Lease that remains uncured beyond any applicable notice and cure period provided in the Lease; or

(c) The expiration of the Exercise Window without delivery of a valid Expansion Notice by Tenant in accordance with Section 2 above.

16.2. Termination of the Expansion Option pursuant to this Section 16 shall not affect, impair, or diminish Tenant's rights or obligations under the Lease with respect to the initial Premises, all of which shall remain in full force and effect in accordance with their terms.

16.3. For the avoidance of doubt, if Tenant has validly exercised the Expansion Option and the Expansion Space has been added to the Premises, a subsequent Event of Default by Tenant under the Lease shall be governed by the default and remedies provisions of the Lease as applied to the entire Premises (including the Expansion Space), and shall not give rise to a separate or additional right of termination under this Section 16 with respect to the Expansion Space alone. The Expansion Space, once added to the Premises, shall be treated as part of the Premises for all purposes under the Lease.

Section 17. Governing Law and Disputes

17.1. This Exhibit E shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law that would require the application of the laws of any other jurisdiction.

17.2. Any dispute, claim, or controversy arising out of or relating to this Exhibit E, including the determination of Fair Market Rent (to the extent not resolved through the arbitration procedures set forth in Exhibit G), the interpretation of the terms hereof, or the rights and obligations of the parties hereunder, shall be resolved in accordance with the dispute resolution provisions of the Lease, including the exclusive jurisdiction and venue provisions designating the Supreme Court of the State of New York, County of New York, or, to the extent permitted, the United States District Court for the Southern District of New York. Each party hereby submits to the exclusive jurisdiction of such courts and waives any objection to venue or any claim of inconvenient forum.

ACKNOWLEDGMENT AND INCORPORATION

This Exhibit E is incorporated into and forms a part of the Agreement of Lease dated July 13, 2023, by and between Greystone Metropolitan Realty LLC, as Landlord, and Aurelius Media Holdings Inc., as Tenant. No separate execution of this Exhibit E is required; this Exhibit E has been executed and delivered as part of the Lease by the authorized representatives of Landlord and Tenant as of the date of the Lease.

No separate signature page is required for this Exhibit E. This Exhibit E was executed as part of the Agreement of Lease dated July 13, 2023, by and between Greystone Metropolitan Realty LLC, a Delaware limited liability company, and Aurelius Media Holdings Inc., a Delaware corporation, by their respective duly authorized representatives.

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EXHIBIT E
EXPANSION OPTION TERMS
This Exhibit E is attached to and made a part of that certain Agreement of Lease dated July 13, 2023 (the "Lease"), by and between Greystone Metropolitan Realty LLC, a Delaware limited liability company ("Landlord"), and Aurelius Media Holdings Inc., a Delaware corporation ("Tenant"), for premises located in the building commonly known as Greystone Tower, 787 Seventh Avenue, New York, New York 10019 (the "Building"). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Lease. In the event of any conflict between the terms of this Exhibit E and the terms of the body of the Lease, the terms of this Exhibit E shall control with respect to the subject matter hereof.
Section 1. Grant of Expansion Option
1.1. Subject to the terms and conditions set forth in this Exhibit E, Landlord hereby grants to Tenant the option (the "Expansion Option") to lease additional space in the Building, such additional space consisting of the entire rentable area of the thirty-ninth (39th) floor and the entire rentable area of the fortieth (40th) floor of the Building (each floor comprising approximately thirty-seven thousand (37,000) rentable square feet, for a combined total of approximately seventy-four thousand (74,000) rentable square feet, as measured in accordance with the REBNY measurement standard applied to the initial Premises) (collectively, the "Expansion Space"). The exact rentable square footage of the Expansion Space shall be determined by Landlord's architect in accordance with the measurement methodology set forth in Section 1.2 of the Lease, and shall be binding on both parties absent manifest error.
1.2. The Expansion Option must be exercised with respect to the entirety of the Expansion Space. Tenant shall have no right to exercise the Expansion Option with respect to only the thirty-ninth (39th) floor or only the fortieth (40th) floor, or with respect to any portion of either floor less than the whole. The Expansion Option is a single, indivisible right and must be exercised, if at all, as to both floors in their entirety.
1.3. The Expansion Option is personal to Aurelius Media Holdings Inc. and to any successor entity that succeeds to Tenant's interest in the Lease by means of a change of control assignment expressly permitted under Article 14 of the Lease. In no event may the Expansion Option be exercised by or on behalf of (a) any subtenant of Tenant, (b) any assignee of Tenant (other than a permitted successor described in the immediately preceding sentence), or (c) any other party. Any attempted exercise of the Expansion Option by a party other than Tenant or a permitted successor as described herein shall be void and of no force or effect.
Section 2. Exercise Window
2.1. Tenant may exercise the Expansion Option by delivering irrevocable written notice of exercise (the "Expansion Notice") to Landlord during the period (the "Exercise Window") commencing on the first (1st) day of the thirty-sixth (36th) month of the Lease Term and ending at 5:00 p.m. Eastern Time on the last day of the forty-eighth (48th) month of the Lease Term. Based on the Commencement Date of August 1, 2023, as established pursuant to the Lease, the Exercise Window shall run from August 1, 2026 through and including July 31, 2027.
2.2. The Expansion Notice shall be delivered in accordance with the notice provisions set forth in Article 27 of the Lease and shall clearly state Tenant's irrevocable election to exercise the Expansion Option for the entirety of the Expansion Space. Once delivered, the Expansion Notice shall be irrevocable and binding upon Tenant. The Expansion Notice shall include the name and contact information of Tenant's authorized representative for purposes of coordinating delivery of the Expansion Space and the commencement of design and construction activities.
2.3. Time is of the essence with respect to the Exercise Window. If Tenant fails to deliver a valid Expansion Notice to Landlord on or before 5:00 p.m. Eastern Time on July 31, 2027 (or such later date as the end of the Exercise Window may fall if the Commencement Date is adjusted pursuant to the terms of the Lease), the Expansion Option shall automatically and irrevocably terminate and shall thereafter be of no further force or effect, and neither party shall have any further rights or obligations with respect thereto. No reminder, demand, or further notice from Landlord shall be required as a condition to such termination.
Section 3. Conditions to Exercise
3.1. The Expansion Option may be exercised only if each of the following conditions is satisfied both (i) at the time of Tenant's delivery of the Expansion Notice and (ii) on the Expansion Space Commencement Date (as defined in Section 4 below):
(a) The Lease is in full force and effect and has not been terminated, cancelled, or surrendered by either party;
(b) No Event of Default by Tenant exists under the Lease, and no condition, event, act, or omission exists which, with the giving of notice or the passage of time or both, would constitute an Event of Default by Tenant under the Lease;
(c) Tenant has not assigned the Lease (other than pursuant to a change of control assignment expressly permitted under Article 14 of the Lease) and has not sublet more than forty percent (40%) of the rentable square footage of the initial Premises (Floors 34 through 38, comprising approximately one hundred eighty-five thousand (185,000) rentable square feet); and
(d) Tenant (or its permitted successor under Article 14 of the Lease) is in actual occupancy of, and is conducting its business operations from, at least sixty percent (60%) of the rentable square footage of the initial Premises (i.e., at least approximately one hundred eleven thousand (111,000) rentable square feet of the initial Premises located on Floors 34 through 38).
3.2. If any of the conditions set forth in Section 3.1 above are not satisfied at the time of delivery of the Expansion Notice, Landlord shall have the right, in its sole discretion, to reject the Expansion Notice as invalid by written notice to Tenant delivered within fifteen (15) business days after Landlord's receipt of the Expansion Notice. If Landlord does not deliver such rejection notice within such fifteen (15) business day period, Landlord shall be deemed to have waived the unsatisfied condition(s) as a basis for rejection, but only with respect to conditions existing at the time of the Expansion Notice (and not with respect to conditions required to be satisfied as of the Expansion Space Commencement Date). If any of the conditions set forth in Section 3.1 above are not satisfied as of the Expansion Space Commencement Date, Landlord shall have the right, in its sole discretion, to terminate Tenant's exercise of the Expansion Option by written notice to Tenant delivered within fifteen (15) business days after the Expansion Space Commencement Date.
Section 4. Expansion Space Commencement Date
4.1. The commencement date for the Expansion Space (the "Expansion Space Commencement Date") shall be the date that is one hundred eighty (180) days after the date of Tenant's delivery of the Expansion Notice to Landlord, or such earlier date as may be mutually agreed upon by Landlord and Tenant in writing. For the avoidance of doubt, neither party shall be obligated to agree to an earlier Expansion Space Commencement Date.
4.2. Landlord shall deliver the Expansion Space to Tenant on or before the Expansion Space Commencement Date in broom-clean condition, free of all tenants, occupants, and licensees (other than Tenant itself), and with all Building systems (including, without limitation, HVAC, electrical, plumbing, life safety, and elevator systems) serving the Expansion Space in good working order and condition. Landlord shall remove, or cause to be removed, all personal property, trade fixtures, and debris of any prior tenant or occupant of the Expansion Space prior to delivery. Delivery of the Expansion Space shall be confirmed by execution of a written acknowledgment of delivery by both Landlord and Tenant, such acknowledgment to be in a form reasonably acceptable to both parties.
4.3. If Landlord is unable to deliver the Expansion Space to Tenant by the Expansion Space Commencement Date due to the holdover of an existing tenant or occupant or due to other causes beyond Landlord's reasonable control (excluding delays caused by Landlord's failure to exercise commercially reasonable efforts to recapture or terminate the third-party lease in accordance with Section 14 below), the Expansion Space Commencement Date shall be extended on a day-for-day basis for each day of such delay. In such event, Tenant's sole and exclusive remedy for such delay shall be a day-for-day abatement of Expansion Base Rent (as defined in Section 6 below) for each day by which delivery of the Expansion Space is delayed beyond the originally scheduled Expansion Space Commencement Date, such abatement to be applied as a credit against the first installment(s) of Expansion Base Rent becoming due after delivery.
4.4. Notwithstanding the foregoing, if delivery of the Expansion Space is delayed by more than one hundred twenty (120) days beyond the originally scheduled Expansion Space Commencement Date (i.e., beyond the date that is three hundred (300) days after the date of Tenant's delivery of the Expansion Notice), Tenant shall have the right, exercisable in Tenant's sole discretion, to rescind its exercise of the Expansion Option by delivering written notice of rescission to Landlord within thirty (30) days after the expiration of such one hundred twenty (120) day delay period. If Tenant delivers such rescission notice, the Expansion Option and Tenant's exercise thereof shall be deemed null and void, neither party shall have any further rights or obligations with respect to the Expansion Space, and the Lease shall continue in full force and effect with respect to the initial Premises as if the Expansion Option had never been exercised. If Tenant fails to deliver such rescission notice within such thirty (30) day period, Tenant shall be deemed to have waived its right of rescission, and the Expansion Space Commencement Date shall continue to be extended on a day-for-day basis until delivery occurs (with the rent abatement described in Section 4.3 continuing to apply).
Section 5. Expansion Space Term
5.1. The term for the Expansion Space (the "Expansion Space Term") shall be co-terminous with the Lease Term for the initial Premises. The Expansion Space Term shall commence on the Expansion Space Commencement Date and shall expire at 11:59 p.m. on July 31, 2038, which is the Expiration Date of the Lease, unless the Lease is sooner terminated in accordance with its terms. All references in the Lease to the "Premises" shall, from and after the Expansion Space Commencement Date, be deemed to include the Expansion Space, except where the context requires otherwise.
5.2. If Tenant exercises any renewal option or extension right with respect to the Lease Term pursuant to the terms of the Lease, the Expansion Space shall automatically be included within the Premises for the entirety of such renewal or extension term, and the Expansion Space shall not be severable from the initial Premises during any such renewal or extension period. The base rent for the Expansion Space during any renewal term shall be determined in accordance with the renewal provisions of the Lease, applied to the Expansion Space on the same basis as to the initial Premises.
Section 6. Expansion Base Rent
6.1. The annual base rent for the Expansion Space (the "Expansion Base Rent") shall be the Fair Market Rent per rentable square foot of the Expansion Space, as determined in accordance with the Fair Market Rent Determination Procedure set forth in Exhibit G to the Lease, as of the Expansion Space Commencement Date. Fair Market Rent shall be determined taking into account, among other relevant factors, the quality, size, location, and condition of the Expansion Space, prevailing rental rates for comparable Class A office space in Midtown Manhattan, the remaining term of the Lease, any applicable escalations, and the tenant improvement allowance being provided by Landlord, all as more particularly described in Exhibit G.
6.2. Notwithstanding the provisions of Section 6.1 above, the Expansion Base Rent per rentable square foot shall in no event be less than ninety-five percent (95%) of the then-current annual base rent per rentable square foot payable by Tenant for the initial Premises at the time of Tenant's exercise of the Expansion Option (the "Expansion Rent Floor"). For purposes of illustration only and not by way of limitation: if Tenant exercises the Expansion Option during Lease Years 6 through 10 of the initial Lease Term, at which time the annual base rent payable for the initial Premises is Thirty-Three Dollars ($33.00) per rentable square foot, then the Expansion Rent Floor would be calculated as follows: 95% × $33.00 = $31.35 per rentable square foot. If the Fair Market Rent as finally determined is less than the Expansion Rent Floor, the Expansion Base Rent shall be the Expansion Rent Floor. If the Fair Market Rent as finally determined equals or exceeds the Expansion Rent Floor, the Expansion Base Rent shall be the Fair Market Rent.
6.3. The Expansion Base Rent shall be payable in equal monthly installments in advance, on the first day of each calendar month during the Expansion Space Term, in the same manner and subject to the same terms and conditions (including late charges and default interest provisions) as the base rent payable by Tenant for the initial Premises under the Lease. If the Expansion Space Commencement Date falls on a day other than the first day of a calendar month, the Expansion Base Rent for such partial month shall be prorated on a per diem basis.
6.4. In addition to the Expansion Base Rent, Tenant shall pay escalations for operating expenses and real estate taxes with respect to the Expansion Space, calculated in the same manner and subject to the same terms and conditions as the escalations payable by Tenant for the initial Premises under Articles 5 and 6 of the Lease. Tenant's Proportionate Share shall be increased to reflect the addition of the Expansion Space to the Premises and shall be recalculated as follows:
Revised Tenant's Proportionate Share = (185,000 RSF + 74,000 RSF) ÷ 1,450,000 RSF = 259,000 RSF ÷ 1,450,000 RSF = 17.86% (rounded to the nearest one-hundredth of a percent)
The base year for operating expenses and real estate taxes attributable to the Expansion Space shall be the calendar year in which the Expansion Space Commencement Date falls (the "Expansion Base Year"), which base year shall be separate from and independent of the base year applicable to the initial Premises. For the avoidance of doubt, the Expansion Base Year shall apply solely to the Expansion Space component of Tenant's Proportionate Share.
6.5. The controllable operating expense cap of five percent (5%) cumulative annual increase, as set forth in Article 5 of the Lease with respect to the initial Premises, shall apply to the Expansion Space on the same basis and subject to the same terms, conditions, and exclusions as are applicable to the initial Premises, with the first year of measurement for purposes of such cap commencing in the Expansion Base Year.
Section 7. Fair Market Rent Determination
7.1. The Fair Market Rent for the Expansion Space shall be determined in accordance with the Fair Market Rent Determination Procedure set forth in Exhibit G to the Lease, which procedure is incorporated herein by this reference. The parties acknowledge that Exhibit G sets forth a comprehensive framework for the determination of Fair Market Rent, including procedures for negotiation, the exchange of proposed rental rates, and, if the parties are unable to agree, resolution through a baseball-style arbitration process before qualified commercial real estate appraisers.
7.2. The Fair Market Rent determination process shall commence promptly following Landlord's receipt of the Expansion Notice. Landlord shall deliver to Tenant its written proposal of Fair Market Rent for the Expansion Space (the "Landlord's FMR Proposal") within fifteen (15) business days after Landlord's receipt of the Expansion Notice. Thereafter, the parties shall follow the procedures, timelines, and deadlines set forth in Exhibit G. Each party shall cooperate in good faith and use commercially reasonable efforts to reach agreement on the Fair Market Rent, and to cause any arbitration proceedings to be concluded, as expeditiously as practicable.
7.3. If the Fair Market Rent for the Expansion Space has not been finally determined by the Expansion Space Commencement Date (whether by agreement of the parties or by final determination through the arbitration process set forth in Exhibit G), Tenant shall pay the Expansion Rent Floor (as defined in Section 6.2 above) as interim rent commencing on the Expansion Space Commencement Date and continuing until such time as the Fair Market Rent is finally determined. Upon final determination of the Fair Market Rent, a retroactive adjustment shall be made as follows:
(a) If the Fair Market Rent as finally determined exceeds the Expansion Rent Floor paid as interim rent, Tenant shall pay to Landlord the aggregate amount of the deficiency (i.e., the difference between the Fair Market Rent and the Expansion Rent Floor, multiplied by the number of months or partial months of interim rent payments) within thirty (30) days after the date of final determination, without interest.
(b) If the Fair Market Rent as finally determined is less than the Expansion Rent Floor paid as interim rent (which circumstance would not arise given that the Expansion Rent Floor is a floor, not a ceiling, but is included for the sake of completeness), no adjustment shall be required and the Expansion Rent Floor shall constitute the Expansion Base Rent.
(c) If the Fair Market Rent as finally determined equals the Expansion Rent Floor, no adjustment shall be required.
Any credit due to Tenant or additional amount due from Tenant as a result of such retroactive adjustment shall be paid or credited, as applicable, within thirty (30) days after the final determination of Fair Market Rent.
Section 8. Expansion Tenant Improvement Allowance
8.1. Landlord shall provide Tenant with a tenant improvement allowance for the Expansion Space (the "Expansion TI Allowance") in the amount of Fifty Dollars ($50.00) per rentable square foot of the Expansion Space, for a total Expansion TI Allowance of Three Million Seven Hundred Thousand Dollars ($3,700,000.00) (based on 74,000 rentable square feet of Expansion Space). If the final measured rentable square footage of the Expansion Space as determined by Landlord's architect pursuant to Section 1.1 differs from 74,000 rentable square feet, the total Expansion TI Allowance shall be recalculated accordingly at the rate of $50.00 per rentable square foot.
8.2. The Expansion TI Allowance shall be disbursed in the same manner and subject to the same terms, conditions, and documentation requirements as the initial TI Allowance under the Work Letter Agreement attached to the Lease as Exhibit C, including without limitation monthly progress payments made against architect-certified requisitions submitted in accordance with the procedures set forth in Exhibit C. Each requisition shall be accompanied by (i) a certification by Tenant's architect that the work described therein has been completed in accordance with the approved plans and specifications, (ii) unconditional lien waivers from the general contractor and all subcontractors and material suppliers for the amount of the prior requisition, and (iii) such other documentation as Landlord may reasonably require.
8.3. The Expansion TI Allowance shall be used solely for the design, permitting, and construction of leasehold improvements within the Expansion Space, including without limitation architectural and engineering fees, permit and filing fees, construction costs, cabling and data infrastructure, and project management fees. The Expansion TI Allowance shall not be applied toward the purchase of furniture, fixtures, or equipment (other than items that constitute permanent leasehold improvements affixed to the Expansion Space), nor toward any costs incurred prior to the date of the Expansion Notice without Landlord's prior written consent.
8.4. Any unused portion of the Expansion TI Allowance remaining as of the date that is twelve (12) months after the Expansion Space Commencement Date shall be forfeited by Tenant and shall revert to Landlord, and Tenant shall have no further right, claim, or entitlement thereto. No portion of the Expansion TI Allowance shall be applied as a credit against Expansion Base Rent or any other monetary obligation of Tenant under the Lease unless expressly agreed to in writing by Landlord.
8.5. Tenant's architect for the design and construction of the Expansion Space improvements shall be Ashworth Patel Design Studio LLC, or such other licensed architect as Tenant may select, subject to Landlord's prior written approval, which approval shall not be unreasonably withheld, conditioned, or delayed. All plans and specifications for the Expansion Space improvements shall be submitted to Landlord for review and approval in accordance with the procedures set forth in the Work Letter Agreement (Exhibit C to the Lease).
8.6. Tenant's construction manager for the Expansion Space improvements shall be Pinnacle Build Group LLC, or such other licensed and insured construction manager or general contractor as Tenant may select, subject to Landlord's prior written approval, which approval shall not be unreasonably withheld, conditioned, or delayed. Tenant's construction manager shall comply with all Building rules and regulations regarding construction activities, including requirements for insurance, indemnification, hours of construction, freight elevator usage, and protection of common areas.
Section 9. Condition of the Expansion Space
9.1. Landlord shall deliver the Expansion Space to Tenant in its then "as-is" condition on the Expansion Space Commencement Date, broom-clean, free of all personal property, trade fixtures, equipment, and debris of any prior tenant or occupant, and with all base Building systems serving the Expansion Space — including, without limitation, heating, ventilation, and air conditioning ("HVAC") systems, electrical systems and distribution panels, plumbing and sanitary systems, life safety and fire protection systems (including sprinklers and fire alarm systems), and passenger and freight elevator service — in good working order and condition. Landlord makes no representation or warranty regarding the condition or suitability of the Expansion Space for Tenant's particular use, except as expressly set forth in this Section 9.
9.2. Landlord shall, at Landlord's sole cost and expense, perform any work required to bring the base Building infrastructure serving the Expansion Space into compliance with all applicable laws, codes, ordinances, rules, and regulations in effect as of the Expansion Space Commencement Date (collectively, "Applicable Laws"), including, without limitation, the New York City Building Code, the New York City Fire Code, and all applicable accessibility requirements under the Americans with Disabilities Act and the New York City Human Rights Law ("Code Compliance Work"). The Code Compliance Work shall not include, and Landlord shall not be responsible for, any code compliance work triggered by or arising from Tenant's specific leasehold improvements, alterations, or particular use of the Expansion Space, the cost of which shall be borne solely by Tenant.
9.3. Landlord represents and warrants that, as of the Expansion Space Commencement Date, the Expansion Space shall be free of asbestos-containing materials ("ACMs"), consistent with and on the same basis as Landlord's representations and warranties regarding the absence of ACMs in the initial Premises as set forth in Article 38 of the Lease. If ACMs are discovered in the Expansion Space after delivery, Landlord shall, at Landlord's sole cost and expense, cause the removal or proper encapsulation of such ACMs in accordance with all Applicable Laws, and shall indemnify and hold Tenant harmless from and against any costs, liabilities, or damages arising therefrom.
Section 10. Amendment to Lease
10.1. Promptly upon Tenant's exercise of the Expansion Option and the final determination of Expansion Base Rent, Landlord and Tenant shall, within thirty (30) days after the final determination of the Expansion Base Rent (whether by agreement or through the arbitration process described in Section 7 and Exhibit G), execute an amendment to the Lease (the "Expansion Amendment"), in a form reasonably satisfactory to both parties, to memorialize the following:
(a) The addition of the Expansion Space (consisting of the thirty-ninth (39th) and fortieth (40th) floors of the Building, comprising approximately seventy-four thousand (74,000) rentable square feet) to the Premises under the Lease;
(b) The Expansion Space Commencement Date;
(c) The Expansion Base Rent, expressed both as an annual per-rentable-square-foot rate and as the aggregate annual amount, together with the amount of the equal monthly installments thereof;
(d) The revised Tenant's Proportionate Share, which shall be seventeen and eighty-six hundredths percent (17.86%), as calculated in Section 6.4 above;
(e) The Expansion TI Allowance, including the total amount and the terms and conditions of disbursement;
(f) The Expansion Base Year for operating expenses and real estate taxes;
(g) Updated floor plans depicting the Expansion Space; and
(h) Such other conforming changes to the Lease as are necessary or appropriate to reflect the addition of the Expansion Space, including updates to exhibits, schedules, and defined terms.
10.2. The failure or refusal of either party to execute the Expansion Amendment shall not affect the validity or enforceability of Tenant's exercise of the Expansion Option or the obligations of the parties under this Exhibit E. In the absence of a fully executed Expansion Amendment, this Exhibit E and the Expansion Notice shall govern the terms and conditions applicable to the Expansion Space, and the parties' respective rights and obligations hereunder shall be fully enforceable.
Section 11. Security Deposit Adjustment
11.1. Upon commencement of the Expansion Space Term, Tenant shall not be required to increase the amount of the irrevocable standby letter of credit currently held by Landlord as a security deposit under the Lease. The existing security deposit, as the same may be reduced from time to time in accordance with the burn-down schedule set forth in Article 37 of the Lease and Exhibit D thereto, shall secure Tenant's obligations with respect to both the initial Premises and the Expansion Space for the remainder of the Lease Term (and any renewal terms). The parties acknowledge that the letter of credit amount was originally sized to accommodate the potential addition of the Expansion Space and that no increase is warranted or required.
11.2. The Guaranty of Lease dated as of July 13, 2023, executed by Aurelius Global Media Group PLC, a public limited company organized under the laws of England and Wales (the "Parent Guaranty"), which is capped at Eighteen Million Dollars ($18,000,000.00), shall, by its terms, extend to and cover Tenant's obligations with respect to the Expansion Space in addition to Tenant's obligations with respect to the initial Premises, without the need for the execution of a separate or supplemental guaranty instrument. Landlord and Tenant acknowledge and confirm that the Parent Guaranty, as currently in effect, encompasses all obligations of Tenant arising under the Lease, as the same may be amended from time to time, including obligations arising from the addition of the Expansion Space.
Section 12. SNDA for Expansion Space
12.1. The parties acknowledge that the Subordination, Non-Disturbance and Attornment Agreement dated as of July 10, 2023 (the "SNDA"), executed by Atlas Continental Bank, N.A., as holder of the first mortgage lien on the Building, shall, by its terms, apply to and cover the Expansion Space upon its addition to the Premises under the Lease. If, notwithstanding the foregoing, any amendment, supplement, confirmation, or reaffirmation of the SNDA is required by Atlas Continental Bank, N.A. or any successor or assign of such lender, or by the holder of any other mortgage lien now or hereafter encumbering the Building, in order to confirm that the SNDA (or the non-disturbance protections contained therein) extends to the Expansion Space, Landlord shall use commercially reasonable efforts to obtain such amendment, supplement, confirmation, or reaffirmation at Landlord's sole cost and expense within thirty (30) days after the Expansion Space Commencement Date.
12.2. Landlord's failure to obtain such amendment or confirmation within such thirty (30) day period shall not constitute a default by Landlord under the Lease, provided that Landlord continues to use commercially reasonable efforts to obtain the same; however, Tenant shall not be obligated to subordinate its interest in the Expansion Space to any mortgage or deed of trust unless and until a commercially reasonable non-disturbance agreement (or amendment to the existing SNDA) has been delivered to Tenant.
Section 13. Insurance
13.1. Effective as of the Expansion Space Commencement Date, Tenant shall extend all insurance coverages required under Article 11 of the Lease to cover the Expansion Space in addition to the initial Premises, including without limitation the following:
(a) Commercial general liability insurance 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, personal injury, and property damage arising out of or relating to Tenant's use and occupancy of both the initial Premises and the Expansion Space;
(b) Property insurance covering Tenant's personal property, trade fixtures, leasehold improvements, and betterments within the Expansion Space at full replacement value, on an "all risk" or "special form" basis, including coverage for fire, theft, vandalism, water damage, and such other perils as are customarily covered;
(c) Umbrella or excess liability insurance with limits of not less than Twenty-Five Million Dollars ($25,000,000.00) per occurrence and in the aggregate, providing coverage in excess of the underlying commercial general liability, employer's liability, and automobile liability policies;
(d) Workers' compensation insurance as required by Applicable Laws; and
(e) Such other insurance coverages as are required under Article 11 of the Lease.
13.2. All insurance policies required under this Section 13 shall name Landlord, Landlord's managing agent, and the holder of any mortgage lien on the Building as additional insureds (except with respect to workers' compensation coverage), and shall comply in all respects with the requirements set forth in Article 11 of the Lease, including requirements as to carrier ratings, policy endorsements, and waiver of subrogation.
13.3. Tenant shall deliver updated certificates of insurance evidencing the required coverages for the Expansion Space to Landlord no later than ten (10) business days prior to the Expansion Space Commencement Date. Failure to deliver such certificates within such time period shall not delay the Expansion Space Commencement Date or relieve Tenant of any of its obligations hereunder, but shall constitute a default under the Lease if not cured within the applicable notice and cure periods set forth in the Lease.
Section 14. Landlord's Right to Lease Expansion Space Pending Exercise
14.1. During the period prior to the commencement of the Exercise Window, and during the Exercise Window (until Tenant exercises the Expansion Option or the Exercise Window expires, whichever occurs first), Landlord shall have the right, in its sole discretion, to lease all or any portion of the Expansion Space to third-party tenants on such terms and conditions as Landlord deems appropriate; provided, however, that any lease, license, or occupancy agreement entered into by Landlord with respect to any portion of the Expansion Space on or after the first day of the twenty-fourth (24th) month of the Lease Term (i.e., on or after August 1, 2025, based on a Commencement Date of August 1, 2023) shall contain a termination or recapture right in favor of Landlord, exercisable by Landlord upon not more than nine (9) months' prior written notice to the third-party tenant, so as to permit Landlord to deliver the Expansion Space to Tenant vacant and free of occupants in accordance with Section 4 above.
14.2. Landlord shall exercise commercially reasonable efforts to include such termination or recapture right in any lease of the Expansion Space entered into prior to the twenty-fourth (24th) month of the Lease Term, but shall not be obligated to do so. Landlord shall not be liable to Tenant for any failure to include a termination or recapture right in any lease entered into prior to such date.
14.3. If the Expansion Space or any portion thereof is occupied by a third-party tenant at the time Tenant exercises the Expansion Option, the one hundred eighty (180) day delivery period set forth in Section 4.1 shall be extended as necessary to permit Landlord to recapture and deliver the Expansion Space, subject in all events to the delay, abatement, and rescission provisions set forth in Sections 4.3 and 4.4 above. Landlord shall promptly exercise all available termination or recapture rights upon receipt of the Expansion Notice and shall use commercially reasonable efforts to cause the existing occupant to vacate the Expansion Space as expeditiously as practicable, including, if reasonably necessary, the institution of holdover proceedings.
Section 15. Signage
15.1. Upon the addition of the Expansion Space to the Premises, Tenant shall be entitled to additional Building directory listings and elevator bank listings for the thirty-ninth (39th) and fortieth (40th) floors at no additional charge, consistent in design, format, size, and placement with the signage rights granted to Tenant under the Lease for the initial Premises (Floors 34 through 38). Such additional listings shall be installed by Landlord at Landlord's cost within a reasonable period following the Expansion Space Commencement Date and shall be maintained by Landlord in the same manner as the directory and elevator bank listings for the initial Premises.
15.2. Tenant's rights with respect to exterior Building signage, monument signage, and lobby identification signage, as set forth in Article 33 of the Lease, shall not be affected or expanded by the addition of the Expansion Space, except as may be expressly agreed in writing by Landlord and Tenant.
Section 16. Effect of Termination or Default
16.1. The Expansion Option shall automatically terminate and shall be of no further force or effect, without the necessity of any notice from Landlord, upon the occurrence of any of the following:
(a) Any termination of the Lease, whether by expiration of the Lease Term, early termination, surrender, or otherwise;
(b) The occurrence of any Event of Default by Tenant under the Lease that remains uncured beyond any applicable notice and cure period provided in the Lease; or
(c) The expiration of the Exercise Window without delivery of a valid Expansion Notice by Tenant in accordance with Section 2 above.
16.2. Termination of the Expansion Option pursuant to this Section 16 shall not affect, impair, or diminish Tenant's rights or obligations under the Lease with respect to the initial Premises, all of which shall remain in full force and effect in accordance with their terms.
16.3. For the avoidance of doubt, if Tenant has validly exercised the Expansion Option and the Expansion Space has been added to the Premises, a subsequent Event of Default by Tenant under the Lease shall be governed by the default and remedies provisions of the Lease as applied to the entire Premises (including the Expansion Space), and shall not give rise to a separate or additional right of termination under this Section 16 with respect to the Expansion Space alone. The Expansion Space, once added to the Premises, shall be treated as part of the Premises for all purposes under the Lease.
Section 17. Governing Law and Disputes
17.1. This Exhibit E shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law that would require the application of the laws of any other jurisdiction.
17.2. Any dispute, claim, or controversy arising out of or relating to this Exhibit E, including the determination of Fair Market Rent (to the extent not resolved through the arbitration procedures set forth in Exhibit G), the interpretation of the terms hereof, or the rights and obligations of the parties hereunder, shall be resolved in accordance with the dispute resolution provisions of the Lease, including the exclusive jurisdiction and venue provisions designating the Supreme Court of the State of New York, County of New York, or, to the extent permitted, the United States District Court for the Southern District of New York. Each party hereby submits to the exclusive jurisdiction of such courts and waives any objection to venue or any claim of inconvenient forum.
ACKNOWLEDGMENT AND INCORPORATION
This Exhibit E is incorporated into and forms a part of the Agreement of Lease dated July 13, 2023, by and between Greystone Metropolitan Realty LLC, as Landlord, and Aurelius Media Holdings Inc., as Tenant. No separate execution of this Exhibit E is required; this Exhibit E has been executed and delivered as part of the Lease by the authorized representatives of Landlord and Tenant as of the date of the Lease.
No separate signature page is required for this Exhibit E. This Exhibit E was executed as part of the Agreement of Lease dated July 13, 2023, by and between Greystone Metropolitan Realty LLC, a Delaware limited liability company, and Aurelius Media Holdings Inc., a Delaware corporation, by their respective duly authorized representatives.
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EXHIBIT E

EXPANSION OPTION TERMS

ACKNOWLEDGMENT AND INCORPORATION

Record

Parties

Dates

Amounts