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

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EXHIBIT G

FAIR MARKET RENT DETERMINATION PROCEDURE

This Exhibit G is attached to and made a part of that certain Agreement of Lease dated as of July 13, 2023 (the "Lease"), between Greystone Metropolitan Realty LLC, a Delaware limited liability company ("Landlord"), and Aurelius Media Holdings Inc., a Delaware corporation ("Tenant"), for premises located at 787 Seventh Avenue, New York, New York 10019 (Floors 34, 35, 36, 37, and 38) (the "Premises").

Capitalized terms used but not otherwise defined in this Exhibit G shall have the respective meanings ascribed to such terms in the Lease.

SECTION 1. APPLICABILITY

This Exhibit G sets forth the exclusive procedure for determining "Fair Market Rent" (or "FMR") as such term is referenced in the Lease and the exhibits attached thereto. Specifically, this Exhibit G shall govern the determination of FMR in the following circumstances:

(a) Expansion Option (Exhibit E). This Exhibit G shall apply to the determination of the rental rate applicable to the Expansion Space (consisting of Floors 39 and 40 of the Building, comprising approximately seventy-four thousand (74,000) rentable square feet ("RSF")) upon Tenant's exercise of the expansion option in accordance with the terms and conditions set forth in Exhibit E (Expansion Option Terms) attached to the Lease. For purposes of this Exhibit G, the expansion option exercise window shall be the period commencing on the first day of the thirty-sixth (36th) month of the Lease Term and ending on the last day of the forty-eighth (48th) month of the Lease Term (i.e., August 1, 2026 through July 31, 2027, inclusive).

(b) Renewal Option (Article 41 of the Lease). This Exhibit G shall apply to the determination of the rental rate applicable to the Premises (and, if the Expansion Space has been added to the Premises pursuant to Exhibit E, the Expansion Space) during each of the two (2) consecutive five (5)-year renewal terms available to Tenant pursuant to Article 41 of the Lease (each, a "Renewal Term").

The FMR shall be determined separately and independently for each applicable space (whether the Expansion Space or the Premises, as the case may be) and for each applicable term (whether the expansion term or a Renewal Term, as the case may be) in accordance with the procedures set forth in this Exhibit G. A determination of FMR made for one purpose or one space shall not be binding upon, or create any precedent with respect to, any subsequent determination of FMR for a different purpose or a different space, except to the extent that the arbitrators appointed hereunder may consider such prior determination as one factor among many in reaching their decision.

SECTION 2. DEFINITION OF FAIR MARKET RENT

2.1 General Definition. As used in this Exhibit G and in the Lease, "Fair Market Rent" means the annual rent per rentable square foot that a willing, creditworthy, non-equity tenant would pay, and that a willing landlord would accept, in an arm's-length transaction for comparable space in comparable Class A office buildings in the Midtown Manhattan submarket (as defined below) for a term comparable to the applicable term being determined, assuming that neither party is under any compulsion to enter into the lease and that both parties are reasonably well-informed of the conditions of the relevant commercial office leasing market. For purposes of this definition, the "Midtown Manhattan submarket" shall mean the geographic area generally bounded by 42nd Street to the south, 59th Street to the north, Avenue of the Americas (Sixth Avenue) to the east, and Eighth Avenue to the west, inclusive of properties fronting on any of such boundary streets or avenues.

2.2 Relevant Factors. The determination of Fair Market Rent shall take into account all relevant factors bearing on the rental value of the applicable space for the applicable term, including without limitation the following:

(i) the location, age, condition, and quality of the Building, known as Greystone Tower, which is a LEED Gold certified Class A office tower constructed in 2001, including the quality of the Building's common areas, lobby, elevators, mechanical systems, and amenities;

(ii) the floor level, views, window line, column spacing, floor plate efficiency, ceiling heights, and configuration of the applicable space, including the availability and condition of any existing tenant improvements or installations therein;

(iii) the length of the applicable term (whether the expansion term as set forth in Exhibit E or the applicable Renewal Term), including any remaining renewal options available to Tenant;

(iv) the creditworthiness and financial standing of Tenant as of the date of the FMR determination, taking into account Tenant's public credit ratings (if any), financial statements, and market reputation;

(v) then-prevailing market concessions customarily granted to tenants in comparable transactions in the Midtown Manhattan submarket, including without limitation free rent periods (abatement periods), tenant improvement allowances (whether on a per-RSF basis or as a lump-sum contribution), and moving allowances or other relocation incentives;

(vi) escalation structures prevailing in the applicable market, including operating expense escalation pass-throughs (whether on a base year, expense stop, or net lease basis), real estate tax escalation pass-throughs, and any other customary escalation or adjustment provisions;

(vii) brokerage commissions that would customarily be payable by a landlord in the open market in connection with a comparable lease transaction, regardless of whether any such commission is actually payable in connection with the applicable expansion or renewal;

(viii) the availability and cost of comparable space in the Midtown Manhattan submarket, including vacancy rates and absorption trends at the time of the FMR determination; and

(ix) any other concessions, inducements, build-out contributions, lease takeover obligations, or other economic terms customarily offered or negotiated in arm's-length lease transactions for comparable Class A office space in the Midtown Manhattan submarket.

2.3 Expression of FMR. The FMR shall be expressed as a net effective rent per RSF per annum, taking into account any concession package that would be offered in the comparable market. The aggregate value of all such concessions shall be expressed as an adjustment to the face (or "nominal") rental rate, such that the FMR, as finally determined, reflects a single per-RSF per-annum rental rate inclusive of all adjustments. The parties and the arbitrators, as applicable, shall clearly set forth in any FMR determination the face rental rate, the value of the concession package (expressed on a per-RSF basis, amortized over the applicable term), and the resulting net effective rental rate.

2.4 Expansion Rent Floor. Notwithstanding anything to the contrary contained in this Exhibit G or in the Lease, in the case of the Expansion Space, the FMR as finally determined (whether by agreement of the parties or by arbitration) shall not be less than ninety-five percent (95%) of the then-current base rent per RSF payable by Tenant for the initial Premises at the time of Tenant's exercise of the expansion option (the "Expansion Rent Floor"). By way of illustration and not limitation, if Tenant exercises the expansion option during the period in which the base rent payable for the initial Premises is Thirty-Three and 00/100 Dollars ($33.00) per RSF per annum, the Expansion Rent Floor would be calculated as follows: 95% × $33.00/RSF = $31.35/RSF per annum. If the FMR as determined through the procedures set forth herein would otherwise be less than the Expansion Rent Floor, the FMR for the Expansion Space shall be deemed to be equal to the Expansion Rent Floor.

2.5 No Floor for Renewal Option. For the avoidance of doubt, no minimum rent floor or similar limitation shall apply to the determination of FMR for any Renewal Term. The FMR for each Renewal Term shall be determined solely in accordance with the market-based criteria set forth in Sections 2.1 and 2.2 of this Exhibit G.

SECTION 3. LANDLORD'S INITIAL NOTICE OF PROPOSED FMR

3.1 Expansion Option. Within fifteen (15) business days after Landlord's receipt of Tenant's expansion exercise notice delivered in accordance with Exhibit E of the Lease, Landlord shall deliver to Tenant a written notice (the "Landlord's FMR Notice") setting forth Landlord's good-faith determination of the FMR for the Expansion Space for the expansion term. Landlord's FMR Notice shall include, at a minimum, the following: (a) Landlord's proposed per-RSF per-annum rental rate for the Expansion Space; (b) reasonable supporting data, including a description of the methodology and assumptions used by Landlord in arriving at such proposed rate; and (c) evidence of comparable lease transactions (including, to the extent available, the identity of the buildings, floor levels, lease terms, face rental rates, concession packages, and net effective rental rates) in the Midtown Manhattan submarket that Landlord relied upon in formulating its determination.

3.2 Renewal Option. With respect to each Renewal Term, not later than thirty (30) days after Landlord's receipt of Tenant's renewal exercise notice delivered in accordance with Article 41 of the Lease (which renewal exercise notice must be given not less than eighteen (18) months prior to the expiration of the then-current Lease Term or Renewal Term, as applicable), Landlord shall deliver to Tenant a Landlord's FMR Notice setting forth Landlord's good-faith determination of the FMR for the applicable Renewal Term. Such Landlord's FMR Notice shall contain the same categories of information and supporting data described in Section 3.1 above, as applied to the Premises (and, if applicable, the Expansion Space, if then included within the Premises) for the applicable Renewal Term.

3.3 Sufficiency of Notice. In the event that Landlord's FMR Notice does not include reasonable supporting data and comparable transaction evidence as required by this Section 3, Tenant shall have the right, exercisable by written notice to Landlord delivered within ten (10) business days after receipt of the Landlord's FMR Notice, to require Landlord to supplement its Landlord's FMR Notice with such additional data and evidence as may be reasonably necessary for Tenant to evaluate Landlord's proposed FMR. Landlord shall deliver such supplemental information within ten (10) business days after receipt of Tenant's request, and the Response Period described in Section 4 below shall be measured from the date of Tenant's receipt of such supplemental information.

SECTION 4. NEGOTIATION PERIOD

4.1 Response Period. Tenant shall have twenty (20) business days after receipt of Landlord's FMR Notice (or, if applicable, the supplemental information described in Section 3.3) (the "Response Period") to deliver to Landlord a written notice either (i) accepting Landlord's proposed FMR as set forth in Landlord's FMR Notice, or (ii) rejecting Landlord's proposed FMR.

4.2 Deemed Acceptance. If Tenant delivers written notice accepting Landlord's proposed FMR within the Response Period, or if Tenant fails to deliver any written response to Landlord's FMR Notice within the Response Period, the FMR shall be conclusively deemed agreed at the per-RSF per-annum rental rate set forth in Landlord's FMR Notice, and neither party shall have any further right to dispute such rate.

4.3 Tenant's Counter-Notice. If Tenant rejects Landlord's proposed FMR, Tenant shall, simultaneously with or within the Response Period, deliver to Landlord a written counter-notice (the "Tenant's FMR Counter-Notice") setting forth Tenant's good-faith determination of the FMR for the applicable space and term. Tenant's FMR Counter-Notice shall include, at a minimum, the following: (a) Tenant's proposed per-RSF per-annum rental rate; (b) reasonable supporting data, including a description of the methodology and assumptions used by Tenant in arriving at such proposed rate; and (c) evidence of comparable lease transactions in the Midtown Manhattan submarket that Tenant relied upon in formulating its determination. Tenant's failure to include a Tenant's FMR Counter-Notice with its rejection of Landlord's proposed FMR within the Response Period shall be deemed an acceptance of Landlord's proposed FMR.

4.4 Good-Faith Negotiations. Upon Landlord's receipt of Tenant's FMR Counter-Notice, Landlord and Tenant shall negotiate in good faith for a period of thirty (30) days (the "Negotiation Period") to reach agreement on the FMR for the applicable space and term. During the Negotiation Period, each party shall make its representatives reasonably available for meetings and discussions, and each party shall consider in good faith the data, evidence, and arguments presented by the other party. Neither party shall have any obligation to accept any particular FMR during the Negotiation Period, provided that each party shall engage in the negotiation process in a commercially reasonable manner.

4.5 Agreement During Negotiation Period. If Landlord and Tenant reach agreement on the FMR at any time during the Negotiation Period, the agreed-upon FMR shall be promptly memorialized in a written amendment to the Lease executed by both parties (or, in the case of the Expansion Space, in the Expansion Amendment referenced in Exhibit E). Such written memorialization shall be prepared by Landlord and delivered to Tenant for execution within fifteen (15) business days after the date of the parties' agreement on the FMR.

SECTION 5. BASEBALL-STYLE ARBITRATION

If Landlord and Tenant are unable to agree on the FMR for the applicable space and term within the Negotiation Period described in Section 4 above, the FMR shall be determined by arbitration in accordance with the procedures set forth in this Section 5. Either party may initiate the arbitration procedure by delivering written notice to the other party (the "Arbitration Notice") within ten (10) business days after the expiration of the Negotiation Period. Failure of either party to deliver an Arbitration Notice within such ten (10) business day period shall not constitute a waiver of the right to arbitration; however, if neither party delivers an Arbitration Notice within thirty (30) days after the expiration of the Negotiation Period, the FMR shall be deemed to be the arithmetic average of Landlord's last proposed FMR and Tenant's last proposed FMR as communicated during the Negotiation Period (subject, in the case of the Expansion Space, to the Expansion Rent Floor).

5.1 Appointment of Party-Designated Arbitrators

Within fifteen (15) business days after the delivery of the Arbitration Notice by the initiating party, each party shall select one (1) arbitrator and shall notify the other party in writing of the identity and qualifications of its selected arbitrator. Each arbitrator selected by a party shall satisfy all of the following qualification requirements:

(a) the arbitrator shall be an independent, MAI-designated (Member of the Appraisal Institute) real estate appraiser or a duly licensed real estate broker in the State of New York;

(b) the arbitrator shall have not less than fifteen (15) years of continuous professional experience in the valuation, appraisal, or leasing of Class A commercial office space in the Midtown Manhattan submarket;

(c) the arbitrator shall not have any material ongoing business relationship with Landlord, Tenant, or any affiliate of either party (as used herein, a "material ongoing business relationship" means any engagement, contract, or arrangement pursuant to which the arbitrator or the arbitrator's firm has received or expects to receive aggregate compensation in excess of Fifty Thousand Dollars ($50,000) from a party or its affiliates during the twenty-four (24)-month period preceding the date of the arbitrator's appointment); and

(d) the arbitrator shall not be an employee, officer, director, partner, member, or shareholder of Landlord, Tenant, or any affiliate of either party.

If either party fails to designate an arbitrator who meets the foregoing qualification requirements within the fifteen (15) business day period specified above, the single arbitrator properly designated by the other party shall determine the FMR acting alone, and such determination shall be final, binding, and non-appealable on both parties.

5.2 Selection of the Third Arbitrator (Neutral Arbitrator)

Within ten (10) business days after both party-appointed arbitrators have been duly designated and notice of their identities has been exchanged between the parties, the two (2) party-appointed arbitrators shall confer and select a third arbitrator (the "Neutral Arbitrator"). The Neutral Arbitrator shall meet the same qualification requirements set forth in Section 5.1(a) through (d) above. The Neutral Arbitrator shall serve as the chairperson of the three-member arbitration panel (the "Panel").

If the two party-appointed arbitrators are unable to agree on the identity of the Neutral Arbitrator within the ten (10) business day period specified above, either Landlord or Tenant may apply to the New York State Supreme Court, County of New York, for the appointment of the Neutral Arbitrator meeting the qualification requirements set forth in Section 5.1(a) through (d). The appointment of the Neutral Arbitrator by the New York State Supreme Court shall be binding on both parties and on the two party-appointed arbitrators and shall not be subject to further challenge or appeal except on the grounds set forth in Section 5.4 below.

5.3 Submission of Final FMR Determinations

Within ten (10) business days after the appointment of the Neutral Arbitrator (or, in the event that only a single arbitrator is serving pursuant to the default provision in Section 5.1, within ten (10) business days after the expiration of the defaulting party's designation period), each party shall simultaneously submit to all three (3) arbitrators (or, if applicable, the single arbitrator) a sealed written statement setting forth its final determination of the FMR for the applicable space and term (each, a "Final FMR Submission"), together with all supporting data, evidence of comparable lease transactions, expert reports, market analyses, and any other documentation or evidence that the submitting party deems relevant to its position.

Each Final FMR Submission shall adhere to the following requirements:

(a) Each Final FMR Submission shall consist of a single per-RSF per-annum rental rate expressed as a dollar amount (including cents, if applicable). No ranges, alternative rates, or conditional rates shall be permitted.

(b) Each Final FMR Submission shall include a narrative explanation of the basis for the submitted rate, referencing the definition and factors set forth in Section 2 of this Exhibit G.

(c) Each Final FMR Submission shall identify, to the extent available, not fewer than three (3) comparable lease transactions relied upon by the submitting party in arriving at its proposed rate, and shall include for each such comparable transaction the following information (to the extent known): the name and address of the building, the floor(s) and approximate RSF, the lease term, the face rental rate, any concession package, and the estimated net effective rental rate.

Neither party may amend, modify, supplement, or withdraw its Final FMR Submission after the submission deadline specified in this Section 5.3. Any attempt to do so shall be disregarded by the Panel.

5.4 Decision of the Arbitration Panel — Baseball Arbitration

Within twenty (20) business days after receipt of both Final FMR Submissions, the three (3) arbitrators constituting the Panel (or, if applicable, the single arbitrator acting alone) shall convene, review the submissions and supporting materials of both parties, and render a decision. By majority vote of the Panel (or by the sole determination of the single arbitrator, as applicable), the Panel shall select one, but only one, of the two Final FMR Submissions as the FMR for the applicable space and term. The Panel shall not have the authority or discretion to select any rental rate other than one of the two per-RSF per-annum rates contained in the parties' respective Final FMR Submissions. This procedure is commonly known as "baseball-style" or "final offer" arbitration, and the parties expressly acknowledge and agree that this format is intentionally chosen to incentivize each party to submit a reasonable and good-faith determination of FMR.

In making its selection, the Panel shall choose the Final FMR Submission that, in the judgment of the majority of the arbitrators (or, in the case of a single arbitrator, in the judgment of such arbitrator), most closely reflects the Fair Market Rent as defined in Section 2 of this Exhibit G, taking into account all of the factors enumerated in Section 2.2 and giving due consideration to the evidence and supporting data submitted by each party.

The decision of the Panel shall be rendered in writing and shall include a brief statement of the reasons for the Panel's selection. The written decision shall identify the rate selected and shall confirm that the selected rate constitutes the FMR for the applicable space and term for all purposes under the Lease.

The decision of the Panel shall be final and binding on both Landlord and Tenant and shall not be subject to appeal, review, modification, or vacatur by any court or tribunal, except on the grounds of fraud, corruption, or manifest disregard of the law, as such grounds are recognized under the Federal Arbitration Act (9 U.S.C. §§ 1–16) and applicable New York law.

5.5 Arbitration Costs

The costs and expenses of the arbitration conducted under this Section 5 shall be allocated as follows:

(a) Each party shall bear the full cost of its own party-appointed arbitrator, including any fees, expenses, or disbursements charged by such arbitrator.

(b) The fees, expenses, and disbursements of the Neutral Arbitrator shall be borne equally by Landlord and Tenant, with each party responsible for one-half (1/2) of such costs.

(c) Each party shall bear its own attorneys' fees, expert fees, consultant fees, and all other costs and expenses incurred by such party in connection with the preparation of its submissions and its participation in the arbitration proceedings.

(d) Notwithstanding the foregoing, in the event that only a single arbitrator serves by reason of a party's default in designating its party-appointed arbitrator, the fees, expenses, and disbursements of such single arbitrator shall be borne entirely by the defaulting party.

SECTION 6. INTERIM RENT PENDING DETERMINATION

6.1 Provisional Rent. If the FMR for the applicable space and term has not been finally determined (whether by agreement of the parties pursuant to Section 4 or by arbitration pursuant to Section 5) by the commencement date of the applicable expansion term or Renewal Term, as the case may be, Tenant shall pay base rent at the per-RSF per-annum rate proposed by Landlord in Landlord's FMR Notice on a provisional basis, commencing on the first day of the applicable expansion term or Renewal Term and continuing on each subsequent rent payment date until the FMR is finally determined. All such provisional rent payments shall be made in the same manner, at the same times, and to the same payee as regular installments of base rent under the Lease.

6.2 Reconciliation Upon Final Determination. Promptly upon the final determination of the FMR, the parties shall reconcile the provisional rent theretofore paid by Tenant with the FMR as finally determined, as follows:

(a) If the FMR as finally determined is less than the provisional rent paid by Tenant during the period from the commencement of the applicable term through the date of the final determination, Landlord shall credit the aggregate amount of such overpayment against the next succeeding installments of base rent due and payable under the Lease until the full amount of the credit has been exhausted. If the Lease has expired or been terminated at the time such overpayment is determined, or if the remaining rent obligations under the Lease are insufficient to absorb the full credit, Landlord shall refund the amount of such overpayment (or the unexhausted balance thereof) to Tenant in cash within thirty (30) days after the date of the final FMR determination.

(b) If the FMR as finally determined is greater than the provisional rent paid by Tenant during the period from the commencement of the applicable term through the date of the final determination, Tenant shall pay the aggregate amount of such underpayment to Landlord in a lump sum within thirty (30) days after the date of the final FMR determination. Such payment shall be made in the same manner as regular installments of base rent under the Lease.

6.3 No Default Pending Determination. Tenant's payment of provisional rent at the rate set forth in Landlord's FMR Notice during the pendency of the FMR determination process shall constitute full and timely payment of base rent for all purposes under the Lease, and Landlord shall not have the right to assert a default by Tenant based on any difference between the provisional rent and the FMR as subsequently determined.

SECTION 7. MEMORIALIZATION

Within thirty (30) days after the final determination of the FMR for the applicable space and term (whether such determination is made by mutual agreement of the parties pursuant to Section 4 or by arbitration pursuant to Section 5), Landlord shall prepare, and Landlord and Tenant shall execute, a written amendment to the Lease (or, in the case of the Expansion Space, the Expansion Amendment referenced in Exhibit E of the Lease) confirming the following:

(a) the FMR as finally determined;

(b) the applicable per-RSF per-annum base rental rate;

(c) the annual base rent (calculated by multiplying the per-RSF per-annum rate by the total RSF of the applicable space);

(d) the monthly base rent installments;

(e) the applicable commencement and expiration dates of the expansion term or Renewal Term, as applicable; and

(f) any other terms specifically required by the Lease to be set forth in such amendment (including, without limitation, any adjustments to the base year for operating expense and real estate tax escalations, if applicable).

The failure or refusal of either party to execute such amendment shall not affect, diminish, or otherwise impair the binding nature of the FMR determination made in accordance with this Exhibit G. The FMR as determined hereunder shall be effective and enforceable in accordance with its terms regardless of whether a written amendment memorializing such determination has been executed by the parties.

SECTION 8. GOVERNING LAW; DISPUTE RESOLUTION

8.1 Governing Law. This Exhibit G and the arbitration procedure set forth herein shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed entirely within such State, without regard to the conflict of laws rules or principles of such State or any other jurisdiction that would cause the application of the laws of any jurisdiction other than the State of New York.

8.2 Dispute Resolution. Except as specifically provided in Section 5.2 of this Exhibit G (permitting application to the New York State Supreme Court, County of New York, for the appointment of the Neutral Arbitrator), any disputes, claims, or controversies arising under or in connection with this Exhibit G that are not subject to the baseball-style arbitration procedure set forth in Section 5 shall be resolved exclusively in accordance with the dispute resolution provisions of the Lease, which provide for the exclusive jurisdiction and venue of the New York State Supreme Court, County of New York (or, to the extent that federal jurisdiction exists, the United States District Court for the Southern District of New York). Each party hereby irrevocably submits to the jurisdiction of such courts for the purposes of any such dispute and waives any objection to the laying of venue therein.

SECTION 9. MISCELLANEOUS

9.1 Time of the Essence. Time is of the essence with respect to each and every deadline, time period, and date set forth in this Exhibit G. The failure of any party to perform any act or deliver any notice within the time period specified herein shall have the consequences expressly set forth in this Exhibit G with respect to such failure (including, without limitation, deemed acceptance of a proposed FMR, or the appointment of a single arbitrator by default).

9.2 Notices. All notices, requests, demands, consents, designations, counter-notices, and other communications required or permitted to be given under this Exhibit G shall be in writing and shall be delivered in accordance with the notice provisions set forth in the Lease (including all requirements as to the manner of delivery and the designated addresses for notice).

9.3 Amendment. This Exhibit G may not be amended, modified, supplemented, or waived except by a written instrument duly executed by both Landlord and Tenant (or their respective successors and permitted assigns). No oral agreement, course of dealing, or course of performance shall be deemed to amend or modify the provisions of this Exhibit G.

9.4 Severability. If any provision of this Exhibit G is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Exhibit G, and this Exhibit G shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein, provided that the remaining provisions continue to effectuate the parties' intent with respect to the determination of FMR.

9.5 Waiver. No failure or delay by either party in exercising any right, power, or remedy under this Exhibit G shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy.

INCORPORATION

This Exhibit G is incorporated into and made a part of the Lease by reference therein. This Exhibit G does not require separate execution by the parties, as it is incorporated into the Lease by virtue of Landlord's and Tenant's execution of the Agreement of Lease dated as of July 13, 2023.

LANDLORD: Greystone Metropolitan Realty LLC, a Delaware limited liability company

TENANT: Aurelius Media Holdings Inc., a Delaware corporation

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EXHIBIT G
FAIR MARKET RENT DETERMINATION PROCEDURE
This Exhibit G is attached to and made a part of that certain Agreement of Lease dated as of July 13, 2023 (the "Lease"), between Greystone Metropolitan Realty LLC, a Delaware limited liability company ("Landlord"), and Aurelius Media Holdings Inc., a Delaware corporation ("Tenant"), for premises located at 787 Seventh Avenue, New York, New York 10019 (Floors 34, 35, 36, 37, and 38) (the "Premises").
Capitalized terms used but not otherwise defined in this Exhibit G shall have the respective meanings ascribed to such terms in the Lease.
SECTION 1. APPLICABILITY
This Exhibit G sets forth the exclusive procedure for determining "Fair Market Rent" (or "FMR") as such term is referenced in the Lease and the exhibits attached thereto. Specifically, this Exhibit G shall govern the determination of FMR in the following circumstances:
(a) Expansion Option (Exhibit E). This Exhibit G shall apply to the determination of the rental rate applicable to the Expansion Space (consisting of Floors 39 and 40 of the Building, comprising approximately seventy-four thousand (74,000) rentable square feet ("RSF")) upon Tenant's exercise of the expansion option in accordance with the terms and conditions set forth in Exhibit E (Expansion Option Terms) attached to the Lease. For purposes of this Exhibit G, the expansion option exercise window shall be the period commencing on the first day of the thirty-sixth (36th) month of the Lease Term and ending on the last day of the forty-eighth (48th) month of the Lease Term (i.e., August 1, 2026 through July 31, 2027, inclusive).
(b) Renewal Option (Article 41 of the Lease). This Exhibit G shall apply to the determination of the rental rate applicable to the Premises (and, if the Expansion Space has been added to the Premises pursuant to Exhibit E, the Expansion Space) during each of the two (2) consecutive five (5)-year renewal terms available to Tenant pursuant to Article 41 of the Lease (each, a "Renewal Term").
The FMR shall be determined separately and independently for each applicable space (whether the Expansion Space or the Premises, as the case may be) and for each applicable term (whether the expansion term or a Renewal Term, as the case may be) in accordance with the procedures set forth in this Exhibit G. A determination of FMR made for one purpose or one space shall not be binding upon, or create any precedent with respect to, any subsequent determination of FMR for a different purpose or a different space, except to the extent that the arbitrators appointed hereunder may consider such prior determination as one factor among many in reaching their decision.
SECTION 2. DEFINITION OF FAIR MARKET RENT
2.1 General Definition. As used in this Exhibit G and in the Lease, "Fair Market Rent" means the annual rent per rentable square foot that a willing, creditworthy, non-equity tenant would pay, and that a willing landlord would accept, in an arm's-length transaction for comparable space in comparable Class A office buildings in the Midtown Manhattan submarket (as defined below) for a term comparable to the applicable term being determined, assuming that neither party is under any compulsion to enter into the lease and that both parties are reasonably well-informed of the conditions of the relevant commercial office leasing market. For purposes of this definition, the "Midtown Manhattan submarket" shall mean the geographic area generally bounded by 42nd Street to the south, 59th Street to the north, Avenue of the Americas (Sixth Avenue) to the east, and Eighth Avenue to the west, inclusive of properties fronting on any of such boundary streets or avenues.
2.2 Relevant Factors. The determination of Fair Market Rent shall take into account all relevant factors bearing on the rental value of the applicable space for the applicable term, including without limitation the following:
(i) the location, age, condition, and quality of the Building, known as Greystone Tower, which is a LEED Gold certified Class A office tower constructed in 2001, including the quality of the Building's common areas, lobby, elevators, mechanical systems, and amenities;
(ii) the floor level, views, window line, column spacing, floor plate efficiency, ceiling heights, and configuration of the applicable space, including the availability and condition of any existing tenant improvements or installations therein;
(iii) the length of the applicable term (whether the expansion term as set forth in Exhibit E or the applicable Renewal Term), including any remaining renewal options available to Tenant;
(iv) the creditworthiness and financial standing of Tenant as of the date of the FMR determination, taking into account Tenant's public credit ratings (if any), financial statements, and market reputation;
(v) then-prevailing market concessions customarily granted to tenants in comparable transactions in the Midtown Manhattan submarket, including without limitation free rent periods (abatement periods), tenant improvement allowances (whether on a per-RSF basis or as a lump-sum contribution), and moving allowances or other relocation incentives;
(vi) escalation structures prevailing in the applicable market, including operating expense escalation pass-throughs (whether on a base year, expense stop, or net lease basis), real estate tax escalation pass-throughs, and any other customary escalation or adjustment provisions;
(vii) brokerage commissions that would customarily be payable by a landlord in the open market in connection with a comparable lease transaction, regardless of whether any such commission is actually payable in connection with the applicable expansion or renewal;
(viii) the availability and cost of comparable space in the Midtown Manhattan submarket, including vacancy rates and absorption trends at the time of the FMR determination; and
(ix) any other concessions, inducements, build-out contributions, lease takeover obligations, or other economic terms customarily offered or negotiated in arm's-length lease transactions for comparable Class A office space in the Midtown Manhattan submarket.
2.3 Expression of FMR. The FMR shall be expressed as a net effective rent per RSF per annum, taking into account any concession package that would be offered in the comparable market. The aggregate value of all such concessions shall be expressed as an adjustment to the face (or "nominal") rental rate, such that the FMR, as finally determined, reflects a single per-RSF per-annum rental rate inclusive of all adjustments. The parties and the arbitrators, as applicable, shall clearly set forth in any FMR determination the face rental rate, the value of the concession package (expressed on a per-RSF basis, amortized over the applicable term), and the resulting net effective rental rate.
2.4 Expansion Rent Floor. Notwithstanding anything to the contrary contained in this Exhibit G or in the Lease, in the case of the Expansion Space, the FMR as finally determined (whether by agreement of the parties or by arbitration) shall not be less than ninety-five percent (95%) of the then-current base rent per RSF payable by Tenant for the initial Premises at the time of Tenant's exercise of the expansion option (the "Expansion Rent Floor"). By way of illustration and not limitation, if Tenant exercises the expansion option during the period in which the base rent payable for the initial Premises is Thirty-Three and 00/100 Dollars ($33.00) per RSF per annum, the Expansion Rent Floor would be calculated as follows: 95% × $33.00/RSF = $31.35/RSF per annum. If the FMR as determined through the procedures set forth herein would otherwise be less than the Expansion Rent Floor, the FMR for the Expansion Space shall be deemed to be equal to the Expansion Rent Floor.
2.5 No Floor for Renewal Option. For the avoidance of doubt, no minimum rent floor or similar limitation shall apply to the determination of FMR for any Renewal Term. The FMR for each Renewal Term shall be determined solely in accordance with the market-based criteria set forth in Sections 2.1 and 2.2 of this Exhibit G.
SECTION 3. LANDLORD'S INITIAL NOTICE OF PROPOSED FMR
3.1 Expansion Option. Within fifteen (15) business days after Landlord's receipt of Tenant's expansion exercise notice delivered in accordance with Exhibit E of the Lease, Landlord shall deliver to Tenant a written notice (the "Landlord's FMR Notice") setting forth Landlord's good-faith determination of the FMR for the Expansion Space for the expansion term. Landlord's FMR Notice shall include, at a minimum, the following: (a) Landlord's proposed per-RSF per-annum rental rate for the Expansion Space; (b) reasonable supporting data, including a description of the methodology and assumptions used by Landlord in arriving at such proposed rate; and (c) evidence of comparable lease transactions (including, to the extent available, the identity of the buildings, floor levels, lease terms, face rental rates, concession packages, and net effective rental rates) in the Midtown Manhattan submarket that Landlord relied upon in formulating its determination.
3.2 Renewal Option. With respect to each Renewal Term, not later than thirty (30) days after Landlord's receipt of Tenant's renewal exercise notice delivered in accordance with Article 41 of the Lease (which renewal exercise notice must be given not less than eighteen (18) months prior to the expiration of the then-current Lease Term or Renewal Term, as applicable), Landlord shall deliver to Tenant a Landlord's FMR Notice setting forth Landlord's good-faith determination of the FMR for the applicable Renewal Term. Such Landlord's FMR Notice shall contain the same categories of information and supporting data described in Section 3.1 above, as applied to the Premises (and, if applicable, the Expansion Space, if then included within the Premises) for the applicable Renewal Term.
3.3 Sufficiency of Notice. In the event that Landlord's FMR Notice does not include reasonable supporting data and comparable transaction evidence as required by this Section 3, Tenant shall have the right, exercisable by written notice to Landlord delivered within ten (10) business days after receipt of the Landlord's FMR Notice, to require Landlord to supplement its Landlord's FMR Notice with such additional data and evidence as may be reasonably necessary for Tenant to evaluate Landlord's proposed FMR. Landlord shall deliver such supplemental information within ten (10) business days after receipt of Tenant's request, and the Response Period described in Section 4 below shall be measured from the date of Tenant's receipt of such supplemental information.
SECTION 4. NEGOTIATION PERIOD
4.1 Response Period. Tenant shall have twenty (20) business days after receipt of Landlord's FMR Notice (or, if applicable, the supplemental information described in Section 3.3) (the "Response Period") to deliver to Landlord a written notice either (i) accepting Landlord's proposed FMR as set forth in Landlord's FMR Notice, or (ii) rejecting Landlord's proposed FMR.
4.2 Deemed Acceptance. If Tenant delivers written notice accepting Landlord's proposed FMR within the Response Period, or if Tenant fails to deliver any written response to Landlord's FMR Notice within the Response Period, the FMR shall be conclusively deemed agreed at the per-RSF per-annum rental rate set forth in Landlord's FMR Notice, and neither party shall have any further right to dispute such rate.
4.3 Tenant's Counter-Notice. If Tenant rejects Landlord's proposed FMR, Tenant shall, simultaneously with or within the Response Period, deliver to Landlord a written counter-notice (the "Tenant's FMR Counter-Notice") setting forth Tenant's good-faith determination of the FMR for the applicable space and term. Tenant's FMR Counter-Notice shall include, at a minimum, the following: (a) Tenant's proposed per-RSF per-annum rental rate; (b) reasonable supporting data, including a description of the methodology and assumptions used by Tenant in arriving at such proposed rate; and (c) evidence of comparable lease transactions in the Midtown Manhattan submarket that Tenant relied upon in formulating its determination. Tenant's failure to include a Tenant's FMR Counter-Notice with its rejection of Landlord's proposed FMR within the Response Period shall be deemed an acceptance of Landlord's proposed FMR.
4.4 Good-Faith Negotiations. Upon Landlord's receipt of Tenant's FMR Counter-Notice, Landlord and Tenant shall negotiate in good faith for a period of thirty (30) days (the "Negotiation Period") to reach agreement on the FMR for the applicable space and term. During the Negotiation Period, each party shall make its representatives reasonably available for meetings and discussions, and each party shall consider in good faith the data, evidence, and arguments presented by the other party. Neither party shall have any obligation to accept any particular FMR during the Negotiation Period, provided that each party shall engage in the negotiation process in a commercially reasonable manner.
4.5 Agreement During Negotiation Period. If Landlord and Tenant reach agreement on the FMR at any time during the Negotiation Period, the agreed-upon FMR shall be promptly memorialized in a written amendment to the Lease executed by both parties (or, in the case of the Expansion Space, in the Expansion Amendment referenced in Exhibit E). Such written memorialization shall be prepared by Landlord and delivered to Tenant for execution within fifteen (15) business days after the date of the parties' agreement on the FMR.
SECTION 5. BASEBALL-STYLE ARBITRATION
If Landlord and Tenant are unable to agree on the FMR for the applicable space and term within the Negotiation Period described in Section 4 above, the FMR shall be determined by arbitration in accordance with the procedures set forth in this Section 5. Either party may initiate the arbitration procedure by delivering written notice to the other party (the "Arbitration Notice") within ten (10) business days after the expiration of the Negotiation Period. Failure of either party to deliver an Arbitration Notice within such ten (10) business day period shall not constitute a waiver of the right to arbitration; however, if neither party delivers an Arbitration Notice within thirty (30) days after the expiration of the Negotiation Period, the FMR shall be deemed to be the arithmetic average of Landlord's last proposed FMR and Tenant's last proposed FMR as communicated during the Negotiation Period (subject, in the case of the Expansion Space, to the Expansion Rent Floor).
5.1 Appointment of Party-Designated Arbitrators
Within fifteen (15) business days after the delivery of the Arbitration Notice by the initiating party, each party shall select one (1) arbitrator and shall notify the other party in writing of the identity and qualifications of its selected arbitrator. Each arbitrator selected by a party shall satisfy all of the following qualification requirements:
(a) the arbitrator shall be an independent, MAI-designated (Member of the Appraisal Institute) real estate appraiser or a duly licensed real estate broker in the State of New York;
(b) the arbitrator shall have not less than fifteen (15) years of continuous professional experience in the valuation, appraisal, or leasing of Class A commercial office space in the Midtown Manhattan submarket;
(c) the arbitrator shall not have any material ongoing business relationship with Landlord, Tenant, or any affiliate of either party (as used herein, a "material ongoing business relationship" means any engagement, contract, or arrangement pursuant to which the arbitrator or the arbitrator's firm has received or expects to receive aggregate compensation in excess of Fifty Thousand Dollars ($50,000) from a party or its affiliates during the twenty-four (24)-month period preceding the date of the arbitrator's appointment); and
(d) the arbitrator shall not be an employee, officer, director, partner, member, or shareholder of Landlord, Tenant, or any affiliate of either party.
If either party fails to designate an arbitrator who meets the foregoing qualification requirements within the fifteen (15) business day period specified above, the single arbitrator properly designated by the other party shall determine the FMR acting alone, and such determination shall be final, binding, and non-appealable on both parties.
5.2 Selection of the Third Arbitrator (Neutral Arbitrator)
Within ten (10) business days after both party-appointed arbitrators have been duly designated and notice of their identities has been exchanged between the parties, the two (2) party-appointed arbitrators shall confer and select a third arbitrator (the "Neutral Arbitrator"). The Neutral Arbitrator shall meet the same qualification requirements set forth in Section 5.1(a) through (d) above. The Neutral Arbitrator shall serve as the chairperson of the three-member arbitration panel (the "Panel").
If the two party-appointed arbitrators are unable to agree on the identity of the Neutral Arbitrator within the ten (10) business day period specified above, either Landlord or Tenant may apply to the New York State Supreme Court, County of New York, for the appointment of the Neutral Arbitrator meeting the qualification requirements set forth in Section 5.1(a) through (d). The appointment of the Neutral Arbitrator by the New York State Supreme Court shall be binding on both parties and on the two party-appointed arbitrators and shall not be subject to further challenge or appeal except on the grounds set forth in Section 5.4 below.
5.3 Submission of Final FMR Determinations
Within ten (10) business days after the appointment of the Neutral Arbitrator (or, in the event that only a single arbitrator is serving pursuant to the default provision in Section 5.1, within ten (10) business days after the expiration of the defaulting party's designation period), each party shall simultaneously submit to all three (3) arbitrators (or, if applicable, the single arbitrator) a sealed written statement setting forth its final determination of the FMR for the applicable space and term (each, a "Final FMR Submission"), together with all supporting data, evidence of comparable lease transactions, expert reports, market analyses, and any other documentation or evidence that the submitting party deems relevant to its position.
Each Final FMR Submission shall adhere to the following requirements:
(a) Each Final FMR Submission shall consist of a single per-RSF per-annum rental rate expressed as a dollar amount (including cents, if applicable). No ranges, alternative rates, or conditional rates shall be permitted.
(b) Each Final FMR Submission shall include a narrative explanation of the basis for the submitted rate, referencing the definition and factors set forth in Section 2 of this Exhibit G.
(c) Each Final FMR Submission shall identify, to the extent available, not fewer than three (3) comparable lease transactions relied upon by the submitting party in arriving at its proposed rate, and shall include for each such comparable transaction the following information (to the extent known): the name and address of the building, the floor(s) and approximate RSF, the lease term, the face rental rate, any concession package, and the estimated net effective rental rate.
Neither party may amend, modify, supplement, or withdraw its Final FMR Submission after the submission deadline specified in this Section 5.3. Any attempt to do so shall be disregarded by the Panel.
5.4 Decision of the Arbitration Panel — Baseball Arbitration
Within twenty (20) business days after receipt of both Final FMR Submissions, the three (3) arbitrators constituting the Panel (or, if applicable, the single arbitrator acting alone) shall convene, review the submissions and supporting materials of both parties, and render a decision. By majority vote of the Panel (or by the sole determination of the single arbitrator, as applicable), the Panel shall select one, but only one, of the two Final FMR Submissions as the FMR for the applicable space and term. The Panel shall not have the authority or discretion to select any rental rate other than one of the two per-RSF per-annum rates contained in the parties' respective Final FMR Submissions. This procedure is commonly known as "baseball-style" or "final offer" arbitration, and the parties expressly acknowledge and agree that this format is intentionally chosen to incentivize each party to submit a reasonable and good-faith determination of FMR.
In making its selection, the Panel shall choose the Final FMR Submission that, in the judgment of the majority of the arbitrators (or, in the case of a single arbitrator, in the judgment of such arbitrator), most closely reflects the Fair Market Rent as defined in Section 2 of this Exhibit G, taking into account all of the factors enumerated in Section 2.2 and giving due consideration to the evidence and supporting data submitted by each party.
The decision of the Panel shall be rendered in writing and shall include a brief statement of the reasons for the Panel's selection. The written decision shall identify the rate selected and shall confirm that the selected rate constitutes the FMR for the applicable space and term for all purposes under the Lease.
The decision of the Panel shall be final and binding on both Landlord and Tenant and shall not be subject to appeal, review, modification, or vacatur by any court or tribunal, except on the grounds of fraud, corruption, or manifest disregard of the law, as such grounds are recognized under the Federal Arbitration Act (9 U.S.C. §§ 1–16) and applicable New York law.
5.5 Arbitration Costs
The costs and expenses of the arbitration conducted under this Section 5 shall be allocated as follows:
(a) Each party shall bear the full cost of its own party-appointed arbitrator, including any fees, expenses, or disbursements charged by such arbitrator.
(b) The fees, expenses, and disbursements of the Neutral Arbitrator shall be borne equally by Landlord and Tenant, with each party responsible for one-half (1/2) of such costs.
(c) Each party shall bear its own attorneys' fees, expert fees, consultant fees, and all other costs and expenses incurred by such party in connection with the preparation of its submissions and its participation in the arbitration proceedings.
(d) Notwithstanding the foregoing, in the event that only a single arbitrator serves by reason of a party's default in designating its party-appointed arbitrator, the fees, expenses, and disbursements of such single arbitrator shall be borne entirely by the defaulting party.
SECTION 6. INTERIM RENT PENDING DETERMINATION
6.1 Provisional Rent. If the FMR for the applicable space and term has not been finally determined (whether by agreement of the parties pursuant to Section 4 or by arbitration pursuant to Section 5) by the commencement date of the applicable expansion term or Renewal Term, as the case may be, Tenant shall pay base rent at the per-RSF per-annum rate proposed by Landlord in Landlord's FMR Notice on a provisional basis, commencing on the first day of the applicable expansion term or Renewal Term and continuing on each subsequent rent payment date until the FMR is finally determined. All such provisional rent payments shall be made in the same manner, at the same times, and to the same payee as regular installments of base rent under the Lease.
6.2 Reconciliation Upon Final Determination. Promptly upon the final determination of the FMR, the parties shall reconcile the provisional rent theretofore paid by Tenant with the FMR as finally determined, as follows:
(a) If the FMR as finally determined is less than the provisional rent paid by Tenant during the period from the commencement of the applicable term through the date of the final determination, Landlord shall credit the aggregate amount of such overpayment against the next succeeding installments of base rent due and payable under the Lease until the full amount of the credit has been exhausted. If the Lease has expired or been terminated at the time such overpayment is determined, or if the remaining rent obligations under the Lease are insufficient to absorb the full credit, Landlord shall refund the amount of such overpayment (or the unexhausted balance thereof) to Tenant in cash within thirty (30) days after the date of the final FMR determination.
(b) If the FMR as finally determined is greater than the provisional rent paid by Tenant during the period from the commencement of the applicable term through the date of the final determination, Tenant shall pay the aggregate amount of such underpayment to Landlord in a lump sum within thirty (30) days after the date of the final FMR determination. Such payment shall be made in the same manner as regular installments of base rent under the Lease.
6.3 No Default Pending Determination. Tenant's payment of provisional rent at the rate set forth in Landlord's FMR Notice during the pendency of the FMR determination process shall constitute full and timely payment of base rent for all purposes under the Lease, and Landlord shall not have the right to assert a default by Tenant based on any difference between the provisional rent and the FMR as subsequently determined.
SECTION 7. MEMORIALIZATION
Within thirty (30) days after the final determination of the FMR for the applicable space and term (whether such determination is made by mutual agreement of the parties pursuant to Section 4 or by arbitration pursuant to Section 5), Landlord shall prepare, and Landlord and Tenant shall execute, a written amendment to the Lease (or, in the case of the Expansion Space, the Expansion Amendment referenced in Exhibit E of the Lease) confirming the following:
(a) the FMR as finally determined;
(b) the applicable per-RSF per-annum base rental rate;
(c) the annual base rent (calculated by multiplying the per-RSF per-annum rate by the total RSF of the applicable space);
(d) the monthly base rent installments;
(e) the applicable commencement and expiration dates of the expansion term or Renewal Term, as applicable; and
(f) any other terms specifically required by the Lease to be set forth in such amendment (including, without limitation, any adjustments to the base year for operating expense and real estate tax escalations, if applicable).
The failure or refusal of either party to execute such amendment shall not affect, diminish, or otherwise impair the binding nature of the FMR determination made in accordance with this Exhibit G. The FMR as determined hereunder shall be effective and enforceable in accordance with its terms regardless of whether a written amendment memorializing such determination has been executed by the parties.
SECTION 8. GOVERNING LAW; DISPUTE RESOLUTION
8.1 Governing Law. This Exhibit G and the arbitration procedure set forth herein shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed entirely within such State, without regard to the conflict of laws rules or principles of such State or any other jurisdiction that would cause the application of the laws of any jurisdiction other than the State of New York.
8.2 Dispute Resolution. Except as specifically provided in Section 5.2 of this Exhibit G (permitting application to the New York State Supreme Court, County of New York, for the appointment of the Neutral Arbitrator), any disputes, claims, or controversies arising under or in connection with this Exhibit G that are not subject to the baseball-style arbitration procedure set forth in Section 5 shall be resolved exclusively in accordance with the dispute resolution provisions of the Lease, which provide for the exclusive jurisdiction and venue of the New York State Supreme Court, County of New York (or, to the extent that federal jurisdiction exists, the United States District Court for the Southern District of New York). Each party hereby irrevocably submits to the jurisdiction of such courts for the purposes of any such dispute and waives any objection to the laying of venue therein.
SECTION 9. MISCELLANEOUS
9.1 Time of the Essence. Time is of the essence with respect to each and every deadline, time period, and date set forth in this Exhibit G. The failure of any party to perform any act or deliver any notice within the time period specified herein shall have the consequences expressly set forth in this Exhibit G with respect to such failure (including, without limitation, deemed acceptance of a proposed FMR, or the appointment of a single arbitrator by default).
9.2 Notices. All notices, requests, demands, consents, designations, counter-notices, and other communications required or permitted to be given under this Exhibit G shall be in writing and shall be delivered in accordance with the notice provisions set forth in the Lease (including all requirements as to the manner of delivery and the designated addresses for notice).
9.3 Amendment. This Exhibit G may not be amended, modified, supplemented, or waived except by a written instrument duly executed by both Landlord and Tenant (or their respective successors and permitted assigns). No oral agreement, course of dealing, or course of performance shall be deemed to amend or modify the provisions of this Exhibit G.
9.4 Severability. If any provision of this Exhibit G is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Exhibit G, and this Exhibit G shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein, provided that the remaining provisions continue to effectuate the parties' intent with respect to the determination of FMR.
9.5 Waiver. No failure or delay by either party in exercising any right, power, or remedy under this Exhibit G shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy.
INCORPORATION
This Exhibit G is incorporated into and made a part of the Lease by reference therein. This Exhibit G does not require separate execution by the parties, as it is incorporated into the Lease by virtue of Landlord's and Tenant's execution of the Agreement of Lease dated as of July 13, 2023.
LANDLORD: Greystone Metropolitan Realty LLC, a Delaware limited liability company
TENANT: Aurelius Media Holdings Inc., a Delaware corporation
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