~, `r,~~~ ~ ~ f~{

DATED Lr~trt" C'~~-~~~:~;`'~. '~.~' 2018

(1) NETWORK SPACE DEVELOPMENTS LIMITED

(2) PR~4MAC-GENERAL UK LIMITED

(3) PR INDUSTRIAL SRL

LEASE

Relating to Unit 4, Tunsta►I Arrow SouthJames Brindley Way Stoke-on-Trent ST6 5GF

Term:Term commences:Term ends:Initial rent:Rent review dates:

Section 24 to 28 1954 Act excluded

15 ears2~~'~~ s~ 20~ s~1 °~' '2033

£127,86 .50

2023 and 2028No

~RESCRI~ED CLAUSES

~li~LR1. Date of lease ~~ Y ~~(~Mi='~~~~ 2018

LR2. Titie numbers)LR2.1 Landlord's title numbers)SF181082;LR2.2 Other title numbersSF170513

LR3. Parties to this leaseLandlord

NETWORK SPACE DEVELOPMENTS LIMITEDCentrix House, Crow Lane East, Newton-le-Willows, Merseyside WA12 9UYCompany No 1604509

Tenant

PRAMAC-GENERAL UK LIMITEDRoom 116, The Innovation Centre Festival Drive, Victoria Business Park, Ebbw Vale,Blaenau Gwent, Wales, NP23 8XACompany No: 1432297

Other parties

PR INDUSTRIAL SRLLocalita II Piano 53031 Casole d'Elsa, Siena, Italy.Registered in Italy(the Guarantor)

LR4. PropertyIn the case of a conflict between this clause and the remainder of this lease then, forthe purposes of registration, this clause shall prevail.See the definition of "Property' in clause 7.1 of this lease.

LR5. Prescribed statements etc.LR5.1 Statements prescribed under rules 179 (dispositions in favour of acharity), 180 (dispositions by a charity) or 196 (leases under the LeaseholdReform, Housing and Urban Development Act 1993) of the Land RegistrationRules 2003.None.

LR5.2 This lease is made under, or by reference to, provisions of:None.

LR6. Term for which the Property is leasedThe term as specified in this lease at clause 1.1 in the definition of "Contractual Term".

LR7. PremiumNone.

LR8. Prohibitions or restrictions on disposing of this leaseThis lease contains a provision that prohibits or restricts dispositions.

LR9. Rights of acquisition etc.LR9.1 Tenants contractual rights to renew this lease, to acquire the reversionor another lease of the Property, or to acquire an interest in other land

None.

LR9.2 Tenant's covenant t~ (or offer to) surrender this leaseNone.

L129.3 Landlord's contractual rights to acquire this leaseNone.

LR10. Restrictive covenants given in this lease by the Landlord in respect of land otherthan the PropertyNone.

LR11. EasementsLR11.1 Easements granted by this lease for the benefit of the PropertyThe easements as specified in clause 3 of this lease.

LR11.2 Easements granted or reserved by this lease over the Property for thebenefit of other propertyThe easements as specified in clause 4 of this lease.

LR12. Estate rentcharge burdening the PropertyNone.

LR13. Application for standard form of restrictionNone.

LR14. Declaration of trust where there is more than one person comprising the TenantN/A

2

~F~E~ LEASE is dated the ~Z ~~ day of ~~~/ '~ 2018

PARTIES i4S PER PRESCRIBED CLAUSE LR3

Q►GREED TERMS

1. INTERPREI'RYIONThe following definitions and rules of interpretation apply in this lease.

1.1 Definitions:

Act of Insolvency:

(a) the making of an administration order in relation to the Tenant;(b) the filing at court of the prescribed documents in connection with the

appointment of an administrator, or the appointment of an administrator, inany case in relation to the Tenant;

(c) the appointment of a receiver or manager or an administrative receiver inrelation to any property or income of the Tenant;

(d) the voluntary winding-up in respect of the Tenant except awinding-up forthe purpose of amalgamation or reconstruction of a solvent company inrespect of which a statutory declaration of solvency has been filed with theRegistrar of Companies;

(e) the making of a petition for awinding-up order or a winding-up order inrespect of the Tenant;

(f) the striking-off of the Tenant from the Register of Companies;(g) the Tenant otherwise ceasing to exist (but excluding where the Tenant

dies);(h) the making of a bankruptcy order against the Tenant or any Guarantor.

The paragraphs above shall apply in relation to a partnership or limited partnership(as defined in the Partnership Act 1890 and the Limited Partnerships Act 1907respectively) subject to the modifications referred to in the Insolvent PartnershipsOrder 1994 (S/ 7994/2427) (as amended), and a limited liability partnership (asdefined in the Limited Liability Partnerships Act 2000) subject to the modificationsreferred to in the Limited Liability Partnerships Regulations 2001 (SI 2001/1090) (asamended).Act of Insolvency includes any analogous proceedings or events that may be takenpursuant to the legislation of another jurisdiction in relation to a tenant or guarantorincorporated or domiciled in such relevant jurisdiction.Annual Rent:

(a) for the period of two years commencing on the date on which theContractual Term commences one hundred and twenty seven thousandeight hundred and sixty two pounds and fifty pence (£127,862.50) perannum; and

(b) for the period commencing on the date two years after the date on whichthe Contractual Term commences one hundred and thirty two thousandnine hundred and seventy seven pounds (£132,977) per annum;

then as revised pursuant to this lease and any interim rent determined under theLTA 1954.Common Parts: the Road, Service Media and other parts of the Estate other thanthe Property and the Lettable Units.Contractual Term: a term of 15 years beginning on, and inc,~uding the ~ ~~ 1m~{

2018 and ending on, and including '`~"~'~~ ~~~~V^ 2033.

3

C~ ~e~ul~tions: the Construction (Design and Management) Regulations 2007(SI 2007/320).

Default Interest Rate: 4% per annum above the Interest Rate.

j~NDetermination Date: `~Z ~'~ ~'~!~~~'~~ 2028

Energy Assessor: an individual who is a member of an accreditation schemeapproved by the Secretary of State in accordance with regulation 22 of the EnergyPerformance of Buildings (England and Wales) Regulations 2012 (SI 2012/3118) orregulation 30 of the Building Regulations 2010 (SI 2010/2214).

Energy Performance Certificate: a certificate as defined in regulation 2(1) of theEnergy Performance of Buildings (England and Wales) Regulations 2012 (SI2012/3118).

Environmental Damage: any damage to human health or the environment arisingfrom the Property which would:

(i) constitute a breach of any of the provisions of clause 30.6;

(ii) give rise to a civil claim for damages; or

(iii) cause a reduction in value of the Landlord's interest in the Property

Estate: each and every part of the adjoining and neighbouring property in which theLandlord has an interest known as land and buildings at Tunstall Arrow, JamesGrindley Way, Stoke-on-Trent, Staffordshire as at the date of this Lease registeredat the Land Registry with title numbers SF181082 and SF170513 and "Estate" shallbe interpreted from time to time throughout the Contractual Term as referring toeach and every part of the Estate including any additional land as may beincorporated in the Estate and excluding any land which no longer forms part of theEstate.

Guarantor: the person described in clause LR3 as the Guarantor and includes anyperson who has guaranteed the tenant covenants of this Lease including anyperson who has entered into an Authorised Guarantee Agreement and in the caseof an individual the expression includes his personal representatives

Hazardous Material: means any substance which alone or in combination withother substances is known or reasonably believed to be harmful to human health orthe environment and because of that is subject to statutory controls on productionuse storage or disposal

Insurance Rent: the amount that the Landlord charges the Tenant for insuring theProperty which shall be based upon proportion that the gross internal area of thebuilding forming part of the Property bears to the gross internal area of all lettableUnits on the Estate

Insured Risks: means fire, explosion, lightning, earthquake, storm, flood,subsidence, heave, bursting and overflowing of water tanks, apparatus or pipes,impact by aircraft and articles dropped from them, impact by vehicles, riot, civilcommotion and any other risks against which the Landlord decides (actingreasonably) to insure against from time to time and Insured Risk means any one ofthe Insured Risks and loss of rent insurance for a period of 3 years.

Interest Rate: the base rate from time to time of National Westminster Bank plc or ifthat base rate stops being used or published then a comparable commercial ratereasonably determined by the Landlord.

Lettable Unit: a building and its curtilage on the Estate, other than the Property,that is capable of being let and occupied on terms similar to those of this lease.

LTA 1954: Landlord and Tenant Act 1954.

4

~errroitteei lJse: use within Use Classes B1(c), B2 and/or 68 of the Town andCountry Planning (Use Classes} Order 1987 as at the date this lease is granted.

Plan: the plan annexed to this lease marked "Plan" and reference to a numberedplan means a plan annexed and numbered accordingly.

Property: the land and building at Unit 4, Tunstall Arrow, James Grindley Way,Stoke-on-Trent, Staffordshire ST6 5GF shown edged red on Plan 1 but excludingany Service Media in on under of over the Property (whether in existence at thedate of this lease or installed in the future) that are used by the Property in commonwith any other part of the Estate.

Recommendation Report: a report as defined in regulation 4 of the EnergyPerformance of Buildings (England and Wales) Regulations 2012 (S12012/3118).

~j~ent Commencement Date: 2~` ~~~Ln.~. 2019

Rent Payment Dates: 25 March, 24 June, 29 September and 25 December.

Reservations: all of the rights excepted, reserved and granted to the Landlord bythis lease.

Review Dates: the fifth and tenth anniversaries of the date of commencement ofthe Contractual Term and Review Date shall mean either of them as relevant andas the context requires.

Road: the roads and paths within the part of the Estate as shown edged red onPlan 2.

Service Charge: has the meaning set out in Schedule 2

Service Media: machinery equipment and all media for the supply or removal ofheat, electricity, gas, water, sewage, air conditioning, energy, telecommunications,data and all other services and utilities and all structures, machinery and equipmentancillary to those media.

Services: has the meaning set out in Schedule 2

Third Party Rights: all rights, covenants and restrictions affecting the Estateincluding the matters referred to at the date of this lease in the property register andthe entries of the charges register of Title Numbers SF181082 and SF170513.

VAT: value added tax chargeable under the VATA 1994 and any similarreplacement tax and any similar additional tax.

VATA 1994: Value Added Tax Act 1994.

1.2 A reference to this lease, except a reference to the date of this lease or to the grantof the lease, is a reference to this deed and any deed, licence, consent, approval orother instrument supplemental to it.

1.3 A reference to the Landlord includes a reference to the person entitled to theimmediate reversion to this lease. A reference to the Tenant includes a reference toits successors in title and assigns. A reference to a Guarantor is to any guarantor ofthe tenant covenants of this lease including a guarantor who has entered into anauthorised guarantee agreement.

1.4 In relation to any payment, a reference to a fair proportion is to a fair proportion ofthe total amount payable, determined (except as to questions of law) by theLandlord acting reasonably.

1.5 The expressions landlord covenant and tenant covenant each has the meaninggiven to it by the Landlord and Tenant (Covenants) Act 1995.

1.6 Unless the context otherwise requires, references to the Common Parts, the Estate,a Lettable Unit and the Property are to the whole and any part of them or it.

1.7 The expression neighbouring property does not include the Estate.

5

1.8 A reference to the term is to the Contractual Term and statutory continuation of thislease.

1.9 A reference to the end of the term is to the end of the term however it ends.

1.10 References to the consent of the Landlord are to the consent of the Landlord givenin accordance with clause 40.4 and references to the approval of the Landlord areto the approval of the Landlord given in accordance with clause 40.5.

1.11 A working day is any day which is not a Saturday, a Sunday, a bank holiday or apublic holiday in England.

1.12 A reference to laws in general is a reference to alb local, national and directlyapplicable supra-national laws as amended, extended or re-enacted from time totime and shall include all subordinate laws made from time to time under them andall orders, notices, codes of practice and guidance made under them.

1.13 Unless otherwise specified, a reference to a statute or statutory provision is areference to it as amended, extended or re-enacted from time to time and shallinclude all subordinate legislation made from time to time under that statute orstatutory provision and all orders, notices, codes of practice and guidance madeunder it.

1.14 Any obligation on the Tenant not to do something includes an obligation not to allowthat thing to be done and an obligation to use best endeavours to prevent that thingbeing done by another person.

1.15 Unless the context otherwise requires, any words following the terms including,include, in particular, for example or any similar expression shall be construed asillustrative and shall not limit the sense of the words, description, definition, phraseor term preceding those terms.

1.16 A person includes a natural person, corporate or unincorporated body (whether ornot having separate legal personality).

1.17 A reference to writing or written does not include fax or e-mail.

1.18 Unless the context otherwise requires, references to clauses and Schedules are tothe clauses and Schedules of this lease and references to paragraphs are toparagraphs of the relevant Schedule.

1.19 Clause, Schedule and paragraph headings shall not affect the interpretation of thislease.

1.20 Unless the context otherwise requires, a reference to one gender shall include areference to the other genders.

1.21 Unless the context otherwise requires, words in the singular shall include the pluraland in the plural shall include the singular.

2. GRANT

2.1 The landlord with full title guarantee lets the Property to the Tenant for theContractual Term.

2.2 The grant is made together with the ancillary rights set out in clause 3, exceptingand reserving to the Landlord the rights set out in clause 4, and subject to the ThirdParty Rights.

2.3 The grant is made with the Tenant paying the following as rent to the Landlord:

2.3.7 the Annual Rent and all VAT in respect of it;

2.3.2 the Service Charge which shall be paid as stated in schedule 2

2.3.3 the Insurance Rent;

2.3.4 all interest payable under this lease; and

2.3.5 all other sums due under this lease.

D

3. ~t~CILi~~~Y ~IG~I~~

3.1 The Landlord grants the Tenant the following rights (the Rights):

3.1.1 the right to use the Road for the purposes of vehicular and pedestrianaccess to and egress from the Property;

3.1.2 the right to use the Common Parts for their intended purposes

3.1.3 the right to connect into any Service Media at the Estate that belong tothe Landlord and serve (but do not form part of) the Property which arein existence at the date of this lease or are installed or constructedduring the Contractual Term;

3.1.4 the right to access such parts of the Estate as from time to time remainunbuilt upon as may reasonably be necessary to enable the Tenant tocomply with its obligations under the lease;

3.1.5 rights of support and protection from the remainder of the Estate.

3.2 The Rights are granted in common with the Landlord and any other personauthorised by the Landlord.

3.3 The Rights are granted subject to the Third Party Rights insofar as the Third PartyRights affect the Common Parts and the Tenant shall not do anything that mayinterfere with any Third Party Right.

3.4 The Tenant shall exercise the Rights only in connection with its use of the Propertyfor the Permitted Use and in accordance with any regulations made by the Landlordas mentioned in clause 43.

3.5 The Tenant shall comply with all laws relating to its use of the Common Partspursuant to the Rights.

3.6 In relation to the Right mentioned in clause 3.1.1, the Landlord may, at itsreasonable discretion, on giving written notice to the Tenant change the route of theRoad to an alternative route not being materially less convenient or commodiousthan the Road as identified in this lease.

3.7 In relation to the Right mentioned in clause 3.1.2, the Landlord may, at its discretion,re-route or replace over the Estate any such Service Media and that Right shall thenapply in relation to the Service Media as re-routed or replaced

3.8 In exercising the Right mentioned in clause 3.1.3, the Tenant shall cause as littleinconvenience to the Common Parts and the other tenants and occupiers of theEstate as is reasonably practicable and shall promptly make good (to thereasonable satisfaction of the Landlord) any damage caused to the Common Partsby reason of the Tenant exercising that Right.

3.9 Except as mentioned in this clause 3, neither the grant of this lease nor anything init confers any right over the Common Parts or any Lettable Unit or any neighbouringproperty nor is to be taken to show that the Tenant may have any right over theCommon Parts or any Lettable Unit or any neighbouring property, and section 62 ofthe Law of Property Act 1925 does not apply to this lease.

4. RIGHTS EXCEPTED AND RESERVED

4.1 The following rights are excepted and reserved from this lease to the Landlord forthe benefit of the Estate and to the extent possible for the benefit of anyneighbouring or adjoining property in which the Landlord acquires an interest duringthe term:

4.1.1 rights of light, air, support and protection to the extent those rights arecapable of being enjoyed at any time during the term;

4.1.2 the right to use and to connect into Service Media at but not formingpart of the Property which are in existence at the date of this lease orwhich are instaNed or constructed during the period of 80 years fromthe commencement of the Contractual Term;

4.1.3 the right to install and construct Service Media at the Property to serveany part of the Estate (whether or not such Service Media also servethe Property);

4.1.4 the right to re-route any Service Media mentioned in clause 3.1.2;

4.1.5 at any time during the term, the full and free right to develop any part ofthe Estate (excluding the Property) and any neighbouring or adjoiningproperty in which the Landlord acquires an interest during the term asthe Landlord may think fit;

4.1.6 the right to build on or into any boundary wall of the Property inconnection with any of the Reservations; and

4.1.7 the right to re-route any Service Media at or serving the Property or re-route any means of access to or egress from the Property;

notwithstanding that the exercise of any of the Reservations or the works carried outpursuant to them result in a reduction in the flow of light or air to the Property .

4.2 The Landlord reserves the right to enter the Property:

4.2.1 to repair, maintain, install, construct, re-route or replace any ServiceMedia or structure relating to any of the Reservations; and

4.2.2 for any other reasonable purpose mentioned in or connected with:

(a) this lease;

(b) the Reservations; and

(c) the Landlord's interest in the Property or the Estate.

4.3 The Reservations may be exercised by the Landlord and by anyone else who is orbecomes entitled to exercise them, and by anyone authorised by the Landlord.

4.4 The Tenant shall allow all those entitled to exercise any right to enter the Property,to do so with their workers, contractors, agents and professional advisors, and toenter the Property at any reasonable time (whether or not during usual businesshours) and, except in the case of an emergency, after having given reasonablenotice (which need not be in writing) to the Tenant.

4.5 No party exercising any of the Reservations, nor its workers, contractors, agentsand professional advisors, shall be liable to the Tenant or to any undertenant orother occupier of or person at the Property for any loss, damage, injury, nuisance orinconvenience arising by reason of its exercising any of the Reservations except for:

4.5.1 physical damage to the Property; or

4.5.2 any loss, damage, injury, nuisance or inconvenience in relation towhich the law prevents the Landlord from excluding liability.

Provided the Tenants use of the Property is not materially affected.

5. THIRD PARTY RIGHTS

5.1 The Tenant shall comply with all obligations on the Landlord relating to the ThirdParty Rights insofar as those obligations relate to the Property and shall not doanything (even if otherwise permitted by this lease) that may interfere with any ThirdParty Right.

5.2 The Tenant shall allow the Landlord and any other person authorised by the termsof the Third Party Right to enter the Property in accordance with its terms subject togiving to the Tenant reasonable prior written notice (except in an emergency).

6. THE ANNUAL RENT

6.1 The Tenant shall pay the Annual Rent and any VAT in respect of it by four equalinstalments in advance on or before the Rent Payment Dates. The payments shallbe made by direct debit, banker's standing order or by any other method that theLandlord reasonably requires at any time by giving notice to the Tenant.

6.2 The first instalment of the Annual Rent and any VAT in respect of it shall be madeon the Rent Commencement Date and shall be the proportion, calculated on a dailybasis, in respect of the period from the Rent Commencement Date until the daybefore the next Rent Payment Date.

7. REVIEW OF THE AIVNtJi4L RENT

7.1 Definitions

In this clause 7 the following expressions shall have the following meanings:

Market Rent: the annual rent at which the Property would reasonably be expectedto be let of the Relevant Review Date upon a letting for a term commencing on theRelevant Review Date equal to the then unexpired residue of the Term or ten years(whichever shall be the longer) at the rate applicable after the expiry of a rent-freeperiod of such length (or payment of an equivalent sum of money) as would benegotiated in the open market on the assumptions that:

7.1.1 all parts of the Property are fit for immediate occupation and use by awilling tenant;

7.12 the Property is to be let by a willing landlord to a willing tenant withoutpayment of a fine or premium and with vacant possession and subjectto the provisions of this Lease (other than the amount of the AnnualRent but including these provisions for rent review on the basis thatsuch reviews will take place at five yearly intervals);

7.1.3 the covenants contained in this Lease on the part of the Landlord andthe Tenant have been fully performed and observed;

7.1.4 the Property may be lawfully let to and used by any person for thepurposes permitted under this Lease as varied or extended by anylicence or deed;

7.1.5 no work has been carried out on or about the Property by the Tenantits sub-tenants or their respective predecessors in title which hasreduced the lettable floor area of the Property or diminished the rentalvalue of the Property and that in case the Property has been destroyedor damaged it has been fully restored;

7.1.6 no reduction is to be made to take account of any rent-free period orother rental concession which on a new letting with vacant possessionmight be granted to an incoming tenant in respect of the carrying out bysuch incoming tenant of fitting out works to the Property;

7.1.7 the willing tenant is a taxable person for the purposes of the legislationrelating to VAT and is able to recover all input tax paid by it as a creditagainst output tax or otherwise;

but disregarding any effect on rental value of:

7.1.8 the fact that the Tenant its sub-tenants or their respective predecessorsin title have been in occupation of the Property;

7.1.9 any goodwill attached to the Property by reason of the carrying on atthe Property of any business by the Tenant or its sub-tenants or theirrespective predecessors in title in their respective businesses;

7.1.10 the existence at the Relevant Review Date of any improvement to theProperty or any part thereof carried out with consent where requiredotherwise than in pursuance of an obligation to the Landlord or itspredecessors in title (except obligations requiring compliance withstatutes or directions of local authorities or other bodies exercisingpowers under statute or by royal charter) by and at the sole cost of theTenant its sub-tenants or their respective predecessors in title duringthe Term or during any period of occupation prior thereto arising out ofan agreement to grant this Lease;

~7

7.1.11 any obligation on the part of the Tenant or its sub-tenants or theirrespective predecessors in title to remove any alterations or to restoreor reinstate the Property whether under this Lease or otherwise.

President: the President (or if he is unable so to act the Vice-President or otherduly authorised officer) for the time being of the Royal Institution of CharteredSurveyors;

Relevant Review Date: that Review Date at which the rent is to be reviewed.

7.2

7.3

Amount of rent

The Annual Rent shall be reviewed on each Review Date and shall from eachReview Date be a rent equal to the Annual Rent payable under this Leaseimmediately preceding the Relevant Review Date (ignoring any cesser of rent orrent abatement) or the Market Rent as at the Relevant Review Date as may beascertained as herein provided whichever be the greater.

Provisions for review

The Landlord and the Tenant shall endeavour to agree the Market Rent at any timenot being earlier than six months before the Relevant Review Date but if (forwhatever reason) the Market Rent shall not have been unconditionally agreed bythe date being three months before the Relevant Review Date then either theLandlord or the Tenant may at any time thereafter by notice in writing to the otherrequire that the Market Rent be determined by a valuer who shall be appointed bythe Landlord and the Tenant or in default of agreement appointed on the request ofeither the Landlord or the Tenant by the President provided that:

7.3.1 the valuer shall be a chartered surveyor who shall have not less thanten years' experience in valuing and letting property similar to theProperty and who shall be a partner or director of a reputable firm orcompany of chartered surveyors;

7.3.2 the valuer shall act as an expert and:

(a) the fees and expenses of the valuer including the cost of hisappointment shall be borne as the valuer shall determine and inmaking his determination the valuer shall be entitled to haveregard to any offers made by the Landlord or the Tenant and themanner in which the parties conducted the negotiations;

(b) the valuer shall afford to the Landlord and the Tenant anopportunity to make representations in writing to him with suchsupporting evidence as they may respectively wish;

(c) the valuer shall within two months after his appointment or withinsuch extended time as the Landlord shall stipulate give to theLandlord and the Tenant written notice of the amount of theMarket Rent as determined by him and his determination shallbe final and binding on the parties hereto;

(d) if the valuer shall not have given notice of his determinationwithin the period and in manner aforesaid or if for any reason itbecomes apparent that he will be unable to do so within suchperiod the Landlord and the Tenant may agree upon either ofthem may apply to the President fora new valuer to beappointed in his place (which procedure may be repeated asmay times as may be necessary) provided always that any suchdetermination given by the valuer outside such time limit butprior to the appointment of a new valuer shall be valid andeffective but if given thereafter shall be null and void.

7.4 Payment of rent

If the Market Rent has not been agreed or determined in accordance with thisclause 7 by the Relevant Review Date then the Annual Rent payable immediately

10

prior to that Relevant Review Date shall continue to be payable until suchagreement or determination and within seven days after such agreement ordetermination the Tenant shall pay the balance due (being the shortfall between theAnnual Rent actually paid from the Relevant Review Date and the Market Rent asagreed or determined payable from that Relevant Review Date up to and includingthe day preceding the next ensuing quarter day) together with interest at 2% belowInterest on such balance calculated on a daily basis and payable from the RelevantReview Date until the date of actual payment provided that in the event of suchbalance of rent or interest being outstanding at the expiration of the period of tendays after the agreement or determination of the Market Rent then Interest will beforthwith payable thereon.

7.5 Statutory rent restrictions

If at any of the Review Dates the Landlord is required to comply with any enactmentwhich restricts or modifies the Landlord's right herein to revise the Annual Rent orwhich shall restrict the Landlord's right to demand or accept payment of the fullamount of the Annual Rent for the time being payable under this Lease then oneach occasion that any such enactment is removed relaxed or modified theLandlord may on giving written notice to the Tenant call for a review of the AnnualRent as from the date of such notice (or such later date as may be specified therein)and the Annual Rent from such date to the next succeeding Review Date shall bedetermined in accordance with this clause 7 as though the date of such notice (orsuch later date as may be specified therein) were the Relevant Review Date.

7.6 Rent review memorandum

Any variation of the Annual Rent pursuant to this clause 7 shall when agreed ordetermined be recorded by a memorandum endorsed upon or annexed to thisLease and fhe counterpart hereof signed on behalf of the Landlord and the Tenantand each party shall bear its own costs in respect thereof.

7.7 Time not of the essence

Any delay in seeking the appointment of a valuer shall in no way prejudice the rightto review the Annual Rent and time shall not be of the essence in respect of anydates or periods mentioned in this clause 7.

7.8 Payment of costs

If either the Landlord or the Tenant shall fail to pay any fees and expenses of thevaluer under These provisions within 27 days of the same being demanded by thevaluer the other shall be entitled to pay the same and the amount so paid shall berepaid by the party chargeable on demand.

8. SERVICE CHARGE

8.1 The Tenant shall pay to the Landlord the Service Charge and observe and performthe obligations relating to the Service Charge as set out in schedule 2

8.2 If the Tenant pays the Service Charge the Landlord shall use reasonableendeavours to provide the Services provided always that the Landlord may add towithhold or vary the Services if it considers (acting reasonably) the additionwithholding or variation to be necessary or desirable (for the benefit of the tenanfs ofthe Estate as a whole and in the reasonable opinion of the Landlord the additionalcost of the variation of provision of any Services does not outweigh such benefit) orif required to do so by any competent authority and even if it increases the ServiceCharge

9. INSURANCE

9.1 Subject to clause 9.2, the Landlord shall keep the Property and the Common Parts{other than any plate glass) insured against loss or damage by the Insured Risks forthe sum which the Landlord considers (acting reasonably) to be its full reinstatementcost (taking inflation of building costs into account). The Landlord shall not beobliged to insure any part of the Property installed by the Tenant.

11

9.2 The Landlord's obligation to insure is subject to:

9.2.1 the Tenant paying the Insurance Rent at the times and in the mannerspecified in this lease;

9.2.2 any exclusions, limitations, excesses and conditions that may beimposed by the insurers; and

9.2.3 insurance being available in the London insurance market onreasonable terms acceptable to the Landlord.

9.3 The Tenant shall pay to the Landlord within 14 days of written demand:

9.3.1 the Insurance Rent;

9.3.2 any amount that is deducted or disallowed by the insurers pursuant toany excess provision in the insurance policy; and

9.3.3 any costs that the Landlord reasonably and properly incurs in obtaininga valuation of the Property for insurance purposes and a fair proportionof any costs that the Landlord incurs in obtaining a valuation of theEstate for insurance purposes where the insurance for the Propertyincludes the Estate provided always that the Tenant shall not beobliged to pay for such valuation more than once in any one yearperiod.

9.4 The Tenant shall:

9.4.1 as soon as is reasonably practicable after the Tenant becomes awareof the same inform the Landlord if any matter occurs that any insurer orunderwriter may treat as material in deciding whether or on what termsto insure or to continue to insure the Property and shall give theLandlord notice of that matter;

9.4.2 not knowingly do or omit anything as a result of which any policy ofinsurance of the Estate or any neighbouring property may become voidor voidable or otherwise prejudiced, or the payment of any policymoney may be withheld, nor (unless the Tenant has previously notifiedthe Landlord and has paid any increased or additional premium)anything as a result of which any increased or additional insurancepremium may become payable;

9.4.3 comply at all times with the requirements and any obligations arisingfrom the recommendations of the insurers relating to the Property andthe use by the Tenant of the Common Parts which have been notifiedto the Tenant in writing from time to time;

9.4.4 give the Landlord as soon as reasonably practicable following theTenant becoming aware of the same notice of the occurrence of anydamage or loss relating to the Property arising from an Insured Risk orof any other event that might affect any insurance policy relating to theProperty;

9.4.5 not effect any insurance of the Property (except any plate glass at theProperty), but if it becomes entitled to the benefit of any insuranceproceeds in respect of the Property (other than in respect of plateglass) pay those proceeds or cause them to be paid to the Landlord;and

9.4.6 pay the Landlord an amount equal to any insurance money that theinsurers of the Estate refuse to pay (in relation to the Estate) by reasonof any act or omission of the Tenant or any undertenant, their workers,contractors or agents or any person at the Property or the CommonParts with the actual or implied authority of any of them.

9.5 The Landlord shall, subject to obtaining all necessary planning and other consents,use alt insurance money received (other than for loss of rent) in connection with any

12

damage to the Property or the Common Parts to repair the damage for which themoney has been received or (as the case may be) in rebuilding the Property or theCommon Parts as the case may be. The Landlord shall not be obliged to:

9.5.1 provide accommodation or facilities identical in layout or design so longas accommodation reasonably equivalent to that previously at theProperty or the Common Parts is provided; or

9.5.2 repair or rebuild if the Tenant has failed to pay any of the InsuranceRent; or

9.5.3 repair or rebuild the Property or the Common Parts after a notice hasbeen served pursuant to clause 9.7

in which circumstances the insurance monies shall belong to the Landlordabsolutely

9.6 If the Property is damaged or destroyed by an Insured Risk so as to be unfit foroccupation and use or if the Common Parts are damaged or destroyed by anInsured Risk so as to make the Property inaccessible or unusable then, unless thepolicy of insurance in relation to the Property or the Common Parts has beenvitiated in whole or in part in consequence of any act or omission of the Tenant, anyundertenant or their respective workers, contractors or agents or any other personon the Property or the Common Parts with the actual or implied authority of any ofthem, payment of the Annual Rent and the Service Charge, or a fair proportion ofthem according to the nature and extent of the damage, shall be suspended fromthe date of damage until the Property has been reinstated and made fit foroccupation and use, or the Common Parts have been reinstated so as to make theProperty accessible or useable (as the case may be) or until the Landlord's loss ofrent insurance ceases to be payable if sooner.

9.7 If within the period of six (6) months following damage to or destruction of theProperty, the Landlord considers (acting reasonably and properly) that it isimpossible impractical or uneconomic to reinstate the Property or the insurance isvitiated by any act or default of the Tenant, the Landlord may terminate this lease bygiving notice to the Tenant. On giving notice this lease shall determine but this shallbe without prejudice to any right or remedy of either party in respect of any breachof the other party's covenants of this lease. Any proceeds of the insurance (otherthan any insurance for plate glass) shall belong to the Landlord.

9.8 Either party may terminate this lease by giving notice to the other if, followingdamage or destruction of the Property or the accesses to the Property by an InsuredRisk, the Property has not been reinstated so as to be fit for occupation and use orthe accesses have not been reinstated so as to make the Property accessible oruseable within three (3) years after the date of damage or destruction. On givingthis notice this lease shall determine but this shall be without prejudice to any rightor remedy of either party in respect of any breach of the other party's covenants ofthis lease. Any proceeds of the insurance (other than any insurance for plate glass)shall belong to the Landlord.

10. RATES AND TAXES

10.1 The Tenant shall pay all present and future rates, taxes and other impositions andoutgoings payable in respect of the Property, its use and any works carried outthere, except:

10.1.1 any taxes payable by the Landlord in connection with any dealing withor disposition of the reversion to this lease; or

10.1.2 any taxes, other than VAS and insurance premium tax, payable by theLandlord by reason of the receipt of any of the rents due under thislease.

10.2 If any rates, taxes or other impositions and outgoings are payable in respect of theProperty together with other property, the Tenant shall pay a fair and reasonableproportion of the amount payable.

13

10.3 The Tenant shall not make any proposal to alter the rateable value of the Propertyor that value as it appears on any draft rating list, without the approval of theLandlord.

10.4 If, after the end of the term, the Landlord loses rating relief (or any similar relief orexemption) because it has been allowed to the Tenant, then the Tenant shall paythe Landlord an amount equal to the relief or exemption that the Landlord has lost.

1 1. UTILITIES

11.1 The Tenant shall promptly pay all costs charged or assessed on or in connectionwith the supply and removal of electricity, gas, water, sewage, telecommunications,data and other services and utilities to or from the Property. In respect of any thatare not directly assessed the Tenant shall pay to the Landlord on demand a fairproportion of them.

11.2 If any of those costs are payable in relation to the Property together with otherproperty, the Tenant shall pay a fair proportion of all those costs.

11.3 The Tenant shall indemnify the Landlord against all costs and/or charges pursuantto clauses 11.1 and 11.2.

11.4 The Tenant shall comply with all laws and with any recommendations of the relevantsuppliers relating to the use of those services and utilities.

12. VAT

12.1 All sums payable by the Tenant are exclusive of any VAT that may be chargeable.The Tenant shall pay VAT in respect of a►I taxable supplies made to it in connectionwith this lease on the due date for making any payment or, if earlier, the date onwhich that supply is made for VAT purposes.

12.2 Every obligation on the Tenant, under or in connection with this lease, to pay theLandlord or any other person any sum by way of a refund or indemnity, shall includean obligation to pay an amount equal to any VAT incurred on that sum by theLandlord or other person, except to the extent that the Landlord or other personobtains credit for such VAT under the Value Added Tax Act 1994

13. DEFAULT INTEREST AND INTEREST

13.1 If any Annual Rent or any other money payable under this lease has not been paidby the date it is due, (whether it has been formally demanded or not in relation tothe Annual Rent) the Tenant shall pay the Landlord interest on that amount at theDefault Interest Rate (both before and after any judgment). Such interest shallaccrue on a daily basis for the period beginning on the due date to and ending onthe date of payment.•

13.2 If the Landlord does not demand or accept any Annual Rent or other money due ortendered under this lease because the Landlord reasonably believes that theTenant is in breach of any of the tenant covenants of this lease, then the Tenantshall, when that amount is accepted by the Landlord, also pay interest at theInterest Rate on that amount for the period beginning on the date the amount (oreach part of it) became due and ending on the date it is accepted by the Landlord.

14. COSTS

14.1 The Tenant shall pay the properly incurred costs and expenses of the Landlordincluding any solicitors' or other professionals' costs and expenses incurred any andVAT in respect of those costs and expenses (both during and after the end of theterm) in connection with or in contemplation of any of the following:

14.1.1 the enforcement of the tenant covenants of this lease;

14.1.2 serving any notice in connection with this lease under section 146 or147 of the Law of Property Act 1925 or taking any proceedings undereither of those sections, notwithstanding that forfeiture is avoidedotherwise than by relief granted by the court;

14

14.1.3 serving any notice in connection with this lease under section 17 of theLandlord and Tenant (Covenanfs) Act 1995;

14.1.4 the preparation and service of any notice and/or schedule relating torepair of the Property under the terms of this lease provided the sameis prepared in good faith;

94.1.5 the preparation and service of a schedule of dilapidations in connectionwith this lease provided the schedule is prepared in good faith; or

14.1.6 any consent or approval applied for under this lease, whether or not itis granted and does not include the costs for any renewal of the lease.

74.2 Where the Tenant is obliged to pay or indemnify the Landlord against any solicitors'or other professionals' costs and expenses (whether under this or any other clauseof this lease) that obligation extends to those costs and expenses must bereasonably and properly incurred and assessed on a full indemnity basis.

15. SET-OFF

The Annual Rent and all other proper amounts due under this lease shall be paid bythe Tenant or any Guarantor (as the case may be) in full without any set-off,counterclaim, deduction or withholding (other than any deduction or withholding oftax as required by law).

16. COMPENSATION ON VACATING

Any right of the Tenant or anyone deriving title under the Tenant to claimcompensation from the Landlord on leaving the Property under the LTA 1954 isexcluded, except to the extent that the legislation prevents that right being excluded.

17. REGISTRATION OF THlS LEASE

Promptly following the grant of this lease, the Tenant shall apply to register thislease at HM Land Registry. The Tenant shall ensure that any requisitions raised byHM Land Registry in connection with that application are dealt with promptly andproperly. Within one month after completion of the registration, the Tenant shallsend the Landlord official copies of its title.

18. ASSIGNMENTS

18.1 The Tenant shall not assign the whole of this lease without the consent of theLandlord which shall not be unreasonably withheld or delayed and subject to thefollowing proviso for the purposes of section 19(9A) of the Landlord and Tenant Act1927 the Landlord is entitled to refuse consent in any of the circumstances set out inclause 18.4 and impose any of the conditions set out in clause 17.3.

18.2 The Tenan# shall not assign part only of this lease.

18.3 The Landlord and the Tenant agree that for the purposes of section 19(1A) of theLandlord and Tenant Act 1927 the Landlord may give its consent to an assignmentsubject to all or any of the following conditions:

18.3.1 a condition that the assignor enters into an authorised guaranteeagreement which:

(a) is in respect of all the tenant covenants of this lease.

(b) is in respect of the period beginning with the date the assigneebecomes bound by those covenants and ending on the datewhen the assignee is released from those covenants by virtue ofsection 5 of the Landlord and Tenant (Covenants) Act 1995.

(c) requires (in the event of a disclaimer of liability of this lease) theassignor to enter into a new tenancy for a term equal to theunexpired residue of the Contractual Term; and

(d) is otherwise in a form reasonably required by the Landlord.

15

18.3.2 a condition that if reasonably required by the Landlord a person ofstanding acceptable to the Landlord enters into a guarantee andindemnity of the tenant covenants of this lease in the form set out inSchedule 1 (but with such amendments and additions as the Landlordmay reasonably require);

18.3.3 a condition that if reasonably required by the Landlord the proposedassignee deposits in a bank account with a bank nominated by theLandlord a cash deposit equal to up to half of the Annual Rent and theproposed assignee enters into a deed charging that deposit in favour ofthe Landlord to secure the payment of Annual Rent and other tenantobligations under this Lease, such charge to be in such form as theLandlord reasonably requires.

18.4 The Landlord and the Tenant agree that for the purposes of section 19(1A) of theLandlord and Tenant Act 1927 the Landlord may (at all times acting reasonably andproperly) refuse its consent to an assignment if any of the following circumstancesexist at the date of the Tenants application for consent to assign this lease:

18.4.1 the Annual Rent or any other money due under this lease which hasbeen demanded and is lawfully due and not in dispute by the Tenant(in respect of which the Tenant shall act reasonably) is outstanding orthere is a material breach of covenant by the Tenant that has not beenremedied;

18.4.2 the assignee is not of sufficient financial standing to enable it to complywith the Tenants covenants and conditions contained in the lease;

18.4.3 the assignee and any guarantor of the assignee (excluding theoutgoing Tenant pursuant to an authorised guarantee agreement)cannot demonstrate to the reasonable satisfaction of the Landlord thatits size and financial covenant strength is at least equivalent to that ofthe Tenant;

18.4.4 the assignee and the Tenant are group companies within the meaningof section 42 of. the LTA 1954;

18.4.5 the assignee is a limited company which is not registered in the UnitedKingdom; or

18.4.6 the assignee has or will have immunity from suit or legal process inrelation to any breach of any covenant or condition of this lease.

18.5 Nothing in this clause shall prevent the Landlord from giving consent subject to anyother reasonable condition, nor from refusing consent to an assignment in any othercircumstance where it is reasonable to do so.

19. UNDERLETTINGS

19.1 The Tenant shall not underlet the whole of the Property except in accordance withthis clause nor without the consent of the Landlord, such consent not to beunreasonably withheld or delayed.

19.2 The Tenant shall not underlet part only of the Property.

19.3 The Tenant shall not underlet the Property:

19.3.1 together with any property or any right over property that is notincluded within this lease;

19.3.2 at a fine or premium or reverse premium; or

19.3.3 allowing any rent free period to the undertenant (save for a rent freewhich is reasonable in the circumstances).

19.4 The Tenant shall not underlet the Property unless, before the underlease is granted,the Tenant has given the Landlord:

fd:

19.5

19.6

20

21

22

(i) a certified copy of the notice served on the undertenant, as required bysection 38A(3)(a) of the LTA 1954, applying to the tenancy to be created bythe underlease; and

(j) a certified copy of the declaration or statutory declaration made by theundertenant in accordance with the requirements of section 38A(3)(b) of theLTA 1954.

Any underletting by the Tenant shall be by deed and shall include:

19.5.1 an agreement between the Tenant and the undertenant that theprovisions of sections 24 to 28 of the LTA 1954 are excluded fromapplying to the tenancy created by the underlease;

19.5.2 the reservation of a rent whichrental value of the Property atwhich is payable at the samelease;

is not less than the full open marketthe date the Property is underlet andtimes as the Annual Rent under this

19.5.3 provisions for the review of rent at the same dates and on the samebasis as the review of rent in this lease, unless the term of theunderlease does not extend beyond the next Review Date;

19.5.4 a covenant by the undertenant, enforceable by and expressed to beenforceable by the Landlord (as superior landlord at the date of grant)and its successors in title in their own right, to observe and perform thetenant covenants in the underlease and any document that issupplemental or collateral to it and the tenant covenants in this lease,except the covenants to pay the rents reserved by this lease; and

19.5.5 provisions requiring the consent of the Landlord to be obtained inrespect of any matter for which the consent of the Landlord is requiredunder this lease

and shall otherwise be consistent with and include tenant covenants no lessonerous (other than as to the Annual Rent) than those in this lease and in a formapproved by the Landlord, such approval not to be unreasonably withheld ordelayed.

In relation to any underlease granted by the Tenant, the Tenant shall:

19.6.1 not vary the terms of the underlease nor accept a surrender of theunderlease without the consent of the Landlord, such consent not to beunreasonably withheld or delayed;

19.6.2 enforce the tenant covenants in the underlease and not waive any ofthem nor allow any reduction in the rent payable under the underlease;and

19.6.3 ensure that in relation to any rent review the revised rent is not agreedwithout the approval of the Landlord, such approval not to beunreasonably withheld or delayed.

SHARING OCCUPATION

The Tenant may share occupation of the Property with any company that is amember of the same group (within the meaning of section 42 of the LTA 1954) asthe Tenant for as long as that company remains within that group and provided thatno relationship of landlord and tenant is established by that arrangement.

CHARGING

The Tenant shall not charge the whole or any part of this lease.

PROHIBITION OF OTHER DEALINGS

Except as expressly permitted by this lease, the Tenant shall not assign, underlet,part with or share possession or share occupation of this lease or the Property orhold the lease on trust for any person (except pending registration of a dealing

17

permitted by this lease at HM Land Regis4ry or by reason only of joint legalownership).

23. 12E(aIS~RATION AtJD NOl`IFICATION OF DEALINGS e4ND OCCl1PATIORI

23.1 In this clause a Transaction is:

23.1.1 any dealing with this lease or the devolution or transmission of, orparting with possession of any interest in it; or

23.1.2 the creation of any underlease or other interest out of this lease, or outof any interest, underlease derived from it, and any dealing, devolutionor transmission of, or parting with possession of any such interest orunderlease; or

23.1.3 the making of any other arrangement for the occupation of theProperty.

23.2 In respect of every Transaction that is registrable at HM Land Registry, the Tenantshall promptly following completion of the Transaction apply to register it (or procurethat the relevant person so applies). The Tenanf steal! (or steal! procure that) anyrequisitions raised by HM Land Registry in connection with an application to registera Transaction are dealt with promptly and properly. Within one month of completionof the registration, the Tenant shall send the Landlord official copies of its title (andwhere applicable of the undertenanYs title).

23.3 No later than one month after a Transaction the Tenant shall:

23.3.1 give the Landlord's solicitors notice of the Transaction; and

23.3.2 deliver two certified copies of any document effecting the Transactionto the Landlord's solicitors; and

23.3.3 pay the Landlord a registration fee of £50 (plus VAT).

23.3.4 deliver to the Landlord's solicitors a copy of any Energy PerformanceCertificate and Recommendation Report issued as a result of theTransaction.

23.4 If the Landlord so requests, the Tenant shall promptly supply the Landlord with fulldetails of the occupiers of the Property and the terms upon which they occupy it.

24. CLOSURE OF THE REGISTERED TITLE OF THIS LEASE

Within one month after the end of the term (and notwithstanding that the term hasended), the Tenant shall make an application to close the registered title of thislease, including removing any entries upon the Landlord's title relating to this lease,and shall ensure that any requisitions raised by HM Land Registry in connectionwith that application are dealt with promptly and properly; the Tenant shall keep theLandlord informed of the progress and completion of its application.

25. REPAIRS

25.1 The Tenant shall keep fhe Property clean and tidy and in good repair and conditionand shall ensure that any Service Media within and exclusively serving the Propertyis kept in good working order.

25.2 The Tenant shall keep the external areas of the Property in a clean and tidycondition and not allow any rubbish or waste to be left there nor shall it store anygoods or materials there.

25.3 The Tenant shall clean all windows at fhe Property as often as is necessary.

25.4 The Tenant shall not be liable to repair the Property to the extent that any disrepairhas been caused by an Insured Risk, unless and to the extent that:

25.4.1 the policy of insurance of the Property has been vitiated or anyinsurance proceeds withheld in consequence of any act or omission ofthe Tenant, any undertenant or their respective workers, contractors or

18

agents or any person on the Property with the actual or impliedauthority of any of them; or

25.4.2 the insurance cover in relation to that disrepair is excluded, limited, isunavailable or has not been extended, as mentioned in clause 9.1.

26. DECORATION

26.1 The Tenant shall decorate the outside and the inside of the Property as often as isreasonably necessary and also in the last three months before the end of the term.

26.2 Ail decoration shall be carried out in a good and proper manner using good qualitymaterials that are appropriate to the Property and the Permitted Use and shallinclude all appropriate preparatory work.

26.3 All decoration carried out in the last three months of the term shall also be carriedout to the reasonable satisfaction of the Landlord and using materials, designs andcolours approved by the Landlord whose approval will not be unreasonably withheldor delayed.

26.4

27. ALTERATIONS

27.1 The Tenant shall not make any external or structural alteration or addition to theProperty and shall not make any opening in any boundary structure of the Property.

27.2 The Tenant shall not install any Service Media on the exterior of the Property noralter the route of any Service Media at the Property without the consent of theLandlord, such consent not to be unreasonably withheld or delayed.

27.3 The Tenant shall not make any internal, non-structural alteration to the Propertywithout the consent of the Landlord, such consent not to be unreasonably withheldor delayed.

27.4 The Tenant shall not carry out any alteration to the Property which would, or mayreasonably be expected to, have an adverse effect on the asset rating in anyEnergy Performance Certificate commissioned in respect of the Property.

28. SIGNS

28.1 In this clause Signs include signs, fascia, placards, boards, posters andadvertisements.

28.2 The Tenant shall not attach any Signs to the exterior of the Property or display anyinside the Property so as to be seen from the outside without the consent of theLandlord, such consent not to be unreasonably withheld.

28.3 Before the end of the term, the Tenant shall remove any Signs placed by it at theProperty and shall make good any damage caused to the Property by that removal.

28.4 The Tenant shall allow the Landlord to fix to and keep at the Property any sale or re-fetting board as the Landlord reasonably requires.

28.5 The Tenant shall pay to the Landlord within 10 days of demand a fair and equalproportion along with all other tenants to a maximum of £100 (exclusive of VAT) inrespect of the cost of updating signage on the Estate relating to the Tenant uponproduction of appropriate invoice setting out the total cost and its proportionaccordingly.

29. RETURNING THE PROPERTY TO THE LANDLORD

29.1 At the end of the term the Tenant shall return the Property to the Landlord in therepair and condition as required by this lease and shall:

29.1.1 yield up the Property free from contamination or substances causing orlikely to cause Environmental Damage; and

29.1.2 indemnify the Landlord against all liabilities, expenses, costs (includingbut not limited to any solicitors' or other professionals' costs and

19

expenses), claims, damages and losses (including but not limited toany diminution in the value of the Landlord's interest in the Estate andloss of amenity of the Estate) which the Landlord reasonably andproperly incurs or suffers as a result of the Property being affected byEnvironmental Damage knowingly caused by the Tenant at the end ofthe term.

29.2 The Tenant shall remove items it has fixed to the Property, remove any alterations ithas made to the Property and make good any damage caused to the Property bythat removal.

29.3 At the end of the term, the Tenant shall remove from the Property all chattelsbelonging to or used by it.

29.4 At the end of the term (or when the Tenant vacates the Property if that is earlier) theTenant shall deliver to the Landlord all documents held by the Tenant required toenable the Landlord to comply with any laws in respect of the Property or its use(including planning permission and all other consents licences permissions andapprovals of any kind) including (where relevant):

29.4.1 Asbestos surveys and reports;

29.4.2 Fire risk assessments

29.4.3 Health and safety assessments;

29.4.4 Electrical testing reports;

29.4.5 Gas servicing certificates;

29.4.6 Certificates and reports in relation to servicing of equipment at theProperty

but not including any paperwork which the Landlord is able to retrieve or obtaincopies of at no expense

29.5 The Tenant irrevocably appoints the Landlord to be the Tenant's agent to store ordispose of any chattels or items it has fixed to the Property and which have been leftby the Tenant on the Property for more than ten working days after the end of theterm. The Landlord shall not be liable to the Tenant by reason of that storage ordisposal. The Tenant shall indemnify the Landlord in respect of any reasonable andproper claim made by a third party in relation to that storage or disposal.

29.6 If the Tenant does not comply with its obligations in this clause, then, withoutprejudice to any other right or remedy of the Landlord, the Tenant shall pay theLandlord an amount equal to the Annual Rent at the rate reserved immediatelybefore the end of the term for the period that it would reasonably and properly taketo put the Property into the condition it would have been in had the Tenantperformed its obligations under this clause. The amount shall be a debt due ondemand from the Tenant to the Landlord upon production of itemised invoice andevidence to support the Landlord's claim for the debt.

30. USE

30.1 The Tenant shall not use the Property for any purpose other than the PermittedUse.

30.2 The Tenant shall not use the Property for any illegal purpose nor for any purpose orin a manner that would cause loss, damage, injury, nuisance or inconvenience tothe Landlord, its other tenants or any other owner or occupier of neighbouringproperty.

30.3 The Tenant shall not overload any structural part of the Property nor any machineryor equipment at the Property nor any Service Media at or serving the Property.

30.4 The Tenant shall not obstruct or cause obstruction of the Common Parts.

30.5 The Tenant shall not keep produce or use any Hazardous Material on the Property.

20

30.6 The Tenant shall not cause or knowingly allow any Environmental Damage at or tothe Property and shall indemnify the Landlord against all liabilities, expenses, costs(including but not limited to any solicitors' or other professionals' costs andexpenses), claims, damages and losses (including but not limited to any diminutionin the value of the Landlord's interest in the Estate and loss of amenity of theEstate) suffered or incurred by the Landlord arising out of or in connection withEnvironmental Damage arising out of the use and occupation of the Property or thestate of repair of the Property.

31. COnAPLIANCE WITH LAWS

31.1 The Tenant shall comply with all laws relating to:

31.1.1 the Property and the occupation and use of the Property by the Tenant;

31.1.2 the use or operation of all Service Media and machinery andequipment at or serving the Property whether or not used or operated,and shall, where necessary, replace or convert such Service Mediawithin or exclusively serving the Property so that it is capable of lawfuluse or operation;

31.1.3 any works carried out at the Property; and

31.1.4 all materials kept at or disposed from the Property.

31.2 Without prejudice to any obligation on the Tenant to obtain any consent or approvalunder this lease, the Tenant shall carry out all works that are required under any lawto be carried out at the Property whether by the owner or the occupier.

31.3 Within five working days after receipt of any notice or other communication affectingthe Property or the Estate (and whether or not served pursuant to any law) theTenant shall:

31.3.1 send a copy of the relevant document to the Landlord;

31.3.2 take all steps reasonably necessary to comply with the notice or othercommunication; and

31.3.3 take any other action in connection with it as the Landlord mayreasonably require at the Landlord's cost.

31.4 The Tenant shall not apply for any planning permission for the Property without theLandlord's consent whose consent will not be unreasonably withheld or delayed.

31.5 The Tenant shall comply with its obligations under the CDM Regulations, includingall requirements in relation to the provision and maintenance of a health and safetyfile. The Tenant shall maintain the health and safety file for the Property inaccordance with the CDM Regulations and shall give it to the Landlord at the end ofthe term.

31.6 The Tenant shall supply all information to the Landlord that the Landlordreasonably requires from time to time to comply with the Landlord's obligationsunder the CDM Regulations.

31.7 As soon as the Tenant becomes aware of any defect in the Property, it shall givethe Landlord notice of it. The Tenant shall indemnify the Landlord against anyliability under the Defective Premises Act 1972 in relation to the Property by reasonof any failure of the Tenant to comply with any of the tenant covenants in this lease.

31.8 The Tenant shall keep the Property equipped with all fire prevention, detection andfighting machinery and equipment and fire alarms which are required under allrelevant laws or required by the insurers of the Property or reasonablyrecommended by them or reasonably required by the Landlord and shall keep thatmachinery, equipment and alarms properly maintained and available for inspection.

31.9 The Tenant shall produce to the Landlord on request all plans documents and otherevidence reasonably required to satisfy the Landlord that the Tenant has compliedwith this clause 31 including (where relevant):

21

31.9.1 Asbestos surveys and reports;

31.9.2 Fire risk assessments

31.9.3 Health and safety assessments;

31.9.4 Electrical testing reports;

31.9.5 Gas servicing certificates

31.9.6 Certificates and reports in relation to servicing of equipment at theProperty

32. ENERGY PERFORMANCE CERTIFICATES

32.1 The Tenant shall:

32.1.1 cooperate with the Landlord so far as is reasonably necessary to allowthe Landlord fo obtain an Energy Performance Certificate andRecommendation Report for the Property including providing theLandlord with copies of any plans or other information held by theTenant that would assist in obtaining an Energy PerformanceCertificate; and

32.1.2 allow such access to any Energy Assessor appointed by the Landlordas is reasonably necessary to inspect the Property for the purposes ofpreparing an Energy Performance Certificate and/or RecommendationReport for the Property.

32.2 The Tenant shall not commission an Energy Performance Certificate for theProperty.

33. ENCROACHMENTS, OBSTRUCTIONS AND ACQUISITION OF RIGHTS

33.1 The Tenant shall not grant any right or licence over the Property to any person.

33.2 If any person makes or attempts to make any encroachment over the Property ortakes any action by which a right may be acquired over the Property, the Tenantshall:

33.2.1 as soon as is reasonably practicable following the Tenant becomingaware of the same inform the Landlord and shall give the Landlordnotice of that encroachment or action; and

33.2.2 take all reasonable steps (including any proceedings) the Landlordreasonably requires to prevent or license the continuation of thatencroachment or action.

33.3 The Tenant shall not obstruct the flow of light or air to the Property or any other partof the Estate nor obstruct any means of access to the Property or the Estate.

33.4 The Tenant shall not make any acknowledgement that the flow of light or air to theProperty or any other part of the Estate or that the means of access to the Propertyor the Estate is enjoyed with the consent of any third party.

33.5 If any person takes or threatens to take any action to obstruct the flow of light or airto the Property or obstruct the means of access to the Property, the Tenant shall:

33.5.1 immediately inform the Landlord and shall give the Landlord notice ofthat action; and

33.5.2 take all steps (including proceedings) the Landlord reasonably requiresto prevent or secure the removal of the obstruction.

34. BREACH OF REPAIR AND MAINTENANCE OBLIGATION

34.1 The Landlord may enter the Property at reasonable times upon reasonable priorwritten notice (except in an emergency when no notice shall be required) to inspectits condition and state of repair and may give the Tenant a notice of any breach ofany of the tenant covenants in this lease relating to the condition or repair of theProperty.

22

34.2 If the Tenant has not begun any works needed to remedy that breach within twomonths following that notice (or if works are required as a matter of emergency,then immediately) or if the Tenant is not carrying out the works with alt due speed,then the Landlord may enter the Property upon giving written notice to the Tenantand carry out the works needed.

34.3 The reasonable and proper costs incurred by the Landlord in carrying out any workspursuant to this clause (and any professional fees and any VAT in respect of thosecosts) shall be a debt due from the Tenant to the Landlord and payable on demand.

34.4 Any action taken by the Landlord pursuant to this clause shall be without prejudiceto the Landlord's other rights, including those under clause 36.1.3.

35. INDEMNITY

The Tenant shall keep the Landlord indemnified against all proper liabilities,expenses, costs (including but not limited to any solicitors' or other professionals'costs and expenses), claims, damages and losses (including but not limited to anydiminution in the value of the Landlord's interest in the Estate and loss of amenity ofthe Estate) suffered or incurred by the Landlord arising out of or in connection withany breach of any tenant covenants in this lease, or any act or omission of theTenant, any undertenant or their respective workers, contractors or agents or anyother person on the Property or the Common Parts with the actual or impliedauthority of any of them.

36. LANDLORD'S COVENANTS

36.1 The Landlord covenants with the Tenant that, so long as the Tenant pays the rentsreserved by and complies with its obligations in this lease:

36.1.1 the Tenant shall have quiet enjoyment of the Property without anyinterruption by the Landlord or any person claiming under the Landlordexcept as otherwise permitted by this lease; and

36.1.2 the Landlord will maintain, repair, light, cleanse and renew theCommon Parts.

36.1.3 The Landlord will not obstruct nor permit an obstruction of the Roadprovided that the Landlord may on not less than seven (7) days priorwritten notice to the Tenant (except in emergency) temporarily and onlyto the extent necessary for the purposes of carrying out works to theEstate obstruct or close the whole or part of the Road subject to anysuch obstruction or closure being for the minimum period reasonablypossible and the Landlord taking all appropriate measures to minimiseany disruption to the Tenant.

37. RE-ENTRY AND FORFEITURE

37.1 The Landlord may re-enter the Property (or any part of the Property in the name ofthe whole) at any time after any of the following occurs:

37.1.1 any rent is unpaid 28 days after becoming payable (whether it hasbeen formally demanded or not in relation to the Annual Rent);

37.1.2 any material breach of any condition of, or tenant covenant, in thislease;

37.1.3 an Act of Insolvency.

37.2 If the Landlord re-enters the Property (or any part of the Property in the name of thewhole) pursuant to this clause, this lease shall immediately end, but withoutprejudice to any right or remedy of the Landlord in respect of any breach ofcovenant by the Tenant or any Guarantor.

38. JOINT AND SEVERAL LIABILITY

38.1 Where the Tenant comprises more than one person, those persons shall be jointlyand severally liable for the obligations and liabilities of the Tenant arising under this

23

lease. The Landlord may take action against, or release or compromise the liabilityof, or grant time or other indulgence to, any one of those persons without affectingthe liability of any other of them.

38.2 Where a Guarantor comprises more than one person, those persons shall be jointlyand severally liable for the obligations and liabilities of a Guarantor arising underthis lease. The Landlord may take action against, or release or compromise theliability of, or grant time or other indulgence to, any one of those persons withoutaffecting the liability of any other of them.

38.3 The obligations of the Tenant and any Guarantor arising by virtue of this lease areowed to the Landlord and the obligations of the Landlord are owed to the Tenant.

38.4 The Landlord shall not be liable to the Tenant for any failure of the Landlord toperform any landlord covenant in this lease unless and until the Tenant has giventhe Landlord notice of the failure and the Landlord has not remedied that failurewithin a reasonable time after service of the notice.

39. ENTIRE AGREEMENT

39.1 This lease and any documents annexed to it constitute the whole agreementbetween the parties and supersedes all previous discussions, correspondence,negotiations, arrangements, understandings and agreements between them relatingto their subject matter.

39.2 Each party acknowledges that in entering into this lease and any documentsannexed to it it does not rely on, and shall have no remedies in respect of, anyrepresentation or warranty (whether made innocently or negligently).

39.3 Nothing in this lease constitutes or shall constitute a representation or warranty thatthe Property may lawfully be used for any purpose allowed by this lease.

40. NOTICES, CONSENTS AND APPROVALS

40.1 A notice given under or in connection with this lease shall be:

40.1.1 in writing unless this lease expressly states otherwise; and

40.1.2 given by hand at or sent by registered post to the party's registeredoffice address (if the party is a company) or (in any other case) at theparty's principal place of business

40.2 This clause does not apply to the service of any proceedings or other documents inany legal action or, where applicable, any arbitration or other method of disputeresolution.

40.3 Section 196 of the Law of Property Act 1925 shall otherwise apply to notices givenunder this lease.

40.4 Where the consent of the Landlord is required under this lease, a consent shall onlybe valid if it is given by deed, unless:

40.4.1 it is given in writing and signed by a person duly authorised on behalfor the Landlord; and

40.4.2 it expressly states that the Landlord waives the requirement for a deedin that particular case.

If a waiver is given, it shall not affect the requirement for a deed for any otherconsent.

40.5 Where the approval of the Landlord is required under this lease, an approval shallonly be valid if it is in writing and signed by or on behalf of the Landlord, unless:

40.5.1 the approval is being given in a case of emergency; or

40.5.2 this lease expressly states that the approval need not be in writing.

40.6 If the Landlord gives a consent or approval under this lease, the giving of thatconsent or approval shall not imply that any consent or approval required from a

24

third party has been obtained, nor shall it obviate the need to obtain any consent orapproval from a third party.

41. GOVERNING Li41N

This lease and any dispute or claim arising out of or in connection with it or itssubject matter or formation (including non-contractual disputes or claims) shall begoverned by and construed in accordance with the law of England and Wales.

42. JURISDICTION

Each party irrevocably agrees that the courts of England and Wales shall haveexclusive jurisdiction to settle any dispute or claim arising out of or in connectionwith this lease or its subject matter or formation (including non-contractual disputesor claims).

43. MANAGMEIVT OF THE ESTATE

43.1 The Tenant shall observe all regulations made by the Landlord from time to time inaccordance with the principles of good estate management and notified to theTenant relating to the use of the Common Parts and the management of the Estate.

43.2 Nothing in this lease shall impose or be deemed to impose any restriction on theuse of any other Lettable Unit or any neighbouring property.

44. TENANT'S OPTION TO BREAK

44.1 The Tenant shall be entitled to determine this Lease on the Determination Date if:

44.1.1 it first gives the Landlord not less than six (6) months' prior writtennotice to that effect;

44.1.2 at the date of the expiry of the notice there are neither outstandingarrears of the rents hereby reserved (whether formally or legallydemanded or not); and

44.1.3 at the date of the expiry of the notice the Tenant has yielded up fullvacant possession of the Property.

44.2 The determination of this Lease pursuant to clause 44.1 shall be without prejudiceto any right of action of the Landlord in respect of any breach non-observance ornon-performance of any of the Tenant's covenants agreements or conditionscontained in this Lease.

44.3 If this Lease terminates in accordance with clause 44.1 then, within 14 days afterthe Determination Date, the Landlord shall refund to the Tenant the proportion of theAnnual Rent, Insurance Rent, Service Charge and any VAT which has been paid inadvance by the Tenant in respect of them, for the period from and excluding theDetermination Date up to and excluding the respective next payment date,calculated on a daily basis.

45. GUARANTEE

45.1 The Guarantor in consideration of the demise hereinbefore contained being madeby the Landlord at the instance and request of the Guarantor covenants with andguarantees to the Landlord in the terms set out in Schedule 1

45.2 If an Act of Insolvency occurs in relation to a Guarantor, or if any Guarantor (beingan individual) dies or becomes incapable of managing his affairs the Tenant shall, ifthe Landlord requests, procure that a person of standing acceptable to the Landlord,within 5 days of that request, enters into a replacement or additional guarantee andindemnity of the tenant covenants of this lease in the same form as that entered intoby the former Guarantor.

45.3 Clause 45.1 shall not apply in the case of a person who is Guarantor by reason ofhaving entered into an authorised guarantee agreement.

45.4 For so long as any Guarantor remains liable to the Landlord, the Tenant shall, if theLandlord requests, procure that that Guarantor joins in any consent or approval

25

required under this lease and consents to any variation of the tenant covenants ofthis lease.

46. CO~~'RACTS (SIGHTS O~ THIRD PARTIES) ACT 1999

A person who is not a party to this lease shall not have any rights under theContracts (Rights of Third Parties) Act 1999 to enforce any term of this lease.

This document has been executed as a deed and is delivered and takes effect on the datestated at the beginning of it.

Schedule 1 —Guarantee and indemnity

1. GUARA~~EE AfVD IfVDEMNITY

1.1 The Guarantor guarantees to the Landlord that the Tenant shall:

1.1.1 pay the rents reserved by this lease and observe and perform thetenant covenants of this lease and that if the Tenant fails to pay any ofthose rents or to observe or perform any of those tenant covenants, theGuarantor shall pay or observe and perform them; and

1.1.2 observe and perform any obligations the Tenant enters into in anauthorised guarantee agreement made in respect of this lease (theAuthorised Guarantee Agreement) and that if the Tenant fails to doso, the Guarantor shall observe and perform those obligations.

1.2 The Guarantor covenants with the Landlord as principal obligor and as a separateand independent obligation and liability from its obligations and liabilities underparagraph 1.1 to indemnify and keep indemnified the Landlord against any failure bythe Tenant:

1.2.1 to pay any of the rents reserved by this lease or any failure to observeor perform any of the tenant covenants of this lease; or

1.2.2 to observe or perform any of the obligations the Tenant enters into inthe Authorised Guarantee Agreement.

2. GUARANTOR'S LIABILITY

2.1 The liability of the Guarantor under paragraph 1.1.1 and paragraph 1.2 shallcontinue until the end of the term, or until the Tenant is released from the tenantcovenants of this lease by virtue of the Landlord and Tenant (Covenants) Act 1995,if earlier.

2.2 The liability of the Guarantor shall not be reduced, discharged or otherwiseadversely affected by:

2.2.1 any time or indulgence granted by the Landlord to the Tenant; or

2.2.2 any delay or forbearance by the Landlord in enforcing the payment ofany of the rents or the observance or performance of any of the tenantcovenants of this lease (or the Tenants obligations under theAuthorised Guarantee Agreement) or in making any demand in respectof any of them; or

2.2.3 any refusal by the Landlord to accept any rent or other payment dueunder this lease where the Landlord believes that the acceptance ofsuch rent or payment may prejudice its ability to re-enter the Property;or

2.2.4 the Landlord exercising any right or remedy against the Tenant for anyfailure to pay the rents reserved by this lease or to observe or performthe tenant covenants of this lease (or the Tenant's obligations underthe Authorised Guarantee Agreement); or

2.2.5 the Landlord taking any action or refraining from taking any action inconnection with any other security held by the Landlord in respect ofthe Tenants liability to pay the rents reserved by this lease or observeand perform the tenant covenants of the lease (or the Tenantsobligations under the Authorised Guarantee Agreement) including therelease of any such security; or

2.2.6 a release or compromise of the liability of any one of the persons whois the Guarantor, or the grant of any time or concession to any one ofthem; or

2.2.7 any legal limitation or disability on the Tenant or any invalidity orirregularity of any of the tenant covenants of the lease (or the Tenant's

27

obligations under the Authorised Guarantee Agreement) or anyunenforceability of any of them against the Tenant; or

2.2.8 the Tenant being dissolved, or being struck off the register ofcompanies or otherwise ceasing to exist, or, if the Tenant is anindividual, by the Tenant dying or becoming incapable of managing itsaffairs; or

2.2.9 without prejudice to paragraph 4, the disclaimer of the Tenant's liabilityunder this lease or the forfeiture of this lease; or

2.2.10 the surrender of the lease in respect of part only of the Property, exceptthat the Guarantor shall not be under any liability in relation to thesurrendered part in respect of any period after the surrender, or

by any other act or omission except an express written release of the Guarantor bythe Landlord.

2.3 The liability of each of the persons making up the Guarantor is joint and several.

2.4 Any sum payable by the Guarantor shall be paid without any deduction, set-off orcounter-claim against the Landlord or the Tenant.

3. VARIATIONS AND SUPPLEMENTAL DOCUMENTS

3.1 The Guarantor shall, at the request of the Landlord, join in and give its consent tothe terms of any consent, approval, variation or other document that may be enteredinto by the Tenant in connection with this lease (or the Authorised GuaranteeAgreement).

3.2 The Guarantor shall not be released by any variation of the rents reserved by, or thetenant covenants in, this Lease (or the Tenant's obligations under the AuthorisedGuarantee Agreement) whether or not:

3.2.1 the variation is material or prejudicial to the Guarantor; or

3.2.2 the variation is made in any document; or

3.2.3 the Guarantor has consented, in writing or otherwise, to the variation.

3.3 The liability of the Guarantor shall apply to the rents reserved by and the tenantcovenants in this lease (and the Tenants obligations under the AuthorisedGuarantee Agreement) as varied except to the extent that the liability of theGuarantor is affected by section 18 of the Landlord and Tenant (Covenants) Act1995.

4. GUARANTOR TO TAKE A NEW LEASE OR MAKE PAYMENT

4.1 If this lease is forfeited or the liability of the Tenant under this lease is disclaimedand the Landlord gives the Guarantor notice not later than six months after theforfeiture or the Landlord having received notice of the disclaimer, the Guarantorshall enter into a new lease of the Property on the terms set out in paragraph 4.2.

4.2 The rights and obligations under the new lease shall take effect from the date of theforfeiture or disclaimer and the new lease shall:

4.2.1 be granted subject to the right of any person to have this lease vestedin them by the court and to the terms on which any such order may bemade and subject to the rights of any third party existing at the date ofthe grant;

4.2.2 be for a term that expires at the same date as the end of theContractual Term of this lease had there been no forfeiture ordisclaimer;

4.2.3 reserve as an initial annual rent an amount equal to the Annual Rentpayable under this lease at the date of the forfeiture or disclaimer orwhich would be payable but for any abatement or suspension of theAnnual Rent or restriction on the right to collect it (subject to paragraph

5) and which is subject to review on the same terms and datesprovided by this lease; and

4.2.4 otherwise be on the same terms as this lease (as varied if there hasbeen any variation).

4.3 The Guarantor shall pay the Landlord's solicitors' costs and disbursements (on a fullindemnity basis) and any VAT in respect of them in relation to the new lease andshall execute and deliver to the Landlord a counterpart of the new lease within onemonth after service of the Landlord's notice.

4.4 The grant of a new lease and its acceptance by the Guarantor shall be withoutprejudice to any other rights which the Landlord may have against the Guarantor oragainst any other person or in respect of any other security that the Landlord mayhave in connection with this lease.

4.5 The Landlord may, instead of giving the Guarantor notice pursuant to paragraph 4.1but in the same circumstances and within the same time limit, require the Guarantorto pay an amount equal to six months Annual Rent and the Guarantor shall pay thatamount on demand.

5. RENT AT THE DATE OF FORFEITURE OR DISCLAIMER

If at the date of the forfeiture or disclaimer there is a rent review pending under thislease, then the initial annual rent to be reserved by the new lease shall be thegreater of:

5.1 the Annual Rent previously payable (or which would have been payable but for anyabatement or suspension of the Annual Rent or restriction on the right to collect it)under the lease prior to forfeiture or disclaimer; and

5.2 the open market rent of the Property at the relevant Review Date, as determined bythe Landlord before the grant of the new lease.

6. PAYMENTS IN GROSS AND RESTRICTIONS ON THE GUARANTOR

6.1 Any payment or dividend that the Landlord receives from the Tenant (or its estate)or any other person in connection with any insolvency proceedings or arrangementinvolving the Tenant shall be taken and applied as a payment in gross and shall notprejudice the right of the Landlord to recover from the Guarantor to the full extent ofthe obligations that are the subject of this guarantee and indemnity.

6.2 The Guarantor shall not claim in competition with the Landlord in any insolvencyproceedings or arrangement of the Tenant in respect of any payment made by theGuarantor pursuant to this guarantee and indemnity. If it otherwise receives anymoney in such proceedings or arrangement, it shall hold that money on trust for theLandlord to the extent of its liability to the Landlord.

6.3 The Guarantor shall not, without the consent of the Landlord, exercise any right orremedy that it may have (whether against the Tenant or any other person) inrespect of any amount paid or other obligation performed by the Guarantor underthis guarantee and indemnity unless and until all the obligations of the Guarantorunder this guarantee and indemnity have been fully performed.

7. OTHER SECURITIES

7.1 The Guarantor warrants that it has not taken and covenants that it shall not take anysecurity from or over the assets of the Tenant in respect of any liability of the Tenantto the Guarantor. If it does take or hold any such security it shall hold it for thebenefit of the Landlord.

7.2 This guarantee and indemnity is in addition to and independent of any other securitythat the Landlord may from time to time hold from the Guarantor or the Tenant orany other person in respect of the liability of the Tenant to pay the rents reserved bythis lease and to observe and perform the tenant covenants of this lease. It shall notmerge in or be affected by any other security.

7.3 The Guarantor shall not be entitled to claim or participate in any other security heldby the Landlord in respect of the liability of the Tenant to pay the rents reserved bythis lease or to observe and perform the tenant covenants of this lease.

30

schedule 2 ~ Service Charge

Part 1 -Definitions

In this schedule the following expressions shall have the following meanings

Certificate: the certificate containing a fair summary of the Service Costs for the relevantService Charge Period which is signed by the Landlord's Surveyor (acting as an expert) assoon as reasonably practicable after the end of the Service Charge Period

Services: the services specified in part 3 of this schedule or such of them as shall from timeto time be provided or undertaken by the Landlord

Service Charge: the due proportion of the Service Costs which are reasonably and properlyattributable from time to time to the Property in accordance with this schedule

Service Charge Period: a period of 12 months ending on 30 June in any year or such otherperiod as the Landlord may at its discretion from time to time determine and notify in writing tothe Tenant

Service Costs: the total costs expenses and other amounts paid incurred allowed orcontracted to be paid by or on behalf of the Landlord in any Service Charge Period beginningor ending during the Term in providing the Services and in defraying the costs and expensesspecified in part 3 of this schedule and such sums of money by way of reasonable provisionfor anticipated expenditure as the Landlord's Surveyor may reasonably specify

Surveyor: an independent chartered surveyor appointed jointly by the Landlord and theTenant or if they do not agree on the identity of such surveyor by the President of the RoyalInstitution of Chartered Surveyors (or any other officer authorised to carry out that function) onthe application of either the Landlord or the Tenant in accordance with this Lease

Part 2 —Services

REPAIR AND MAINTENANCE

Inspecting maintaining (including all costs incurred in effecting maintenancecontracts) cleansing (including internal and external window cleaning) preparingrepairing improving rebuilding overhauling decorating renewing replacing amendingpolishing painting re-pointing and otherwise treating the Estate and any partsthereof (excluding Lettable Areas but including the Common Parts the Road andany apparatus) and other things thereto belonging or used in connection therewithand paying for or making any contribution towards the cost of any of the foregoing

2. DIRECTORY BOARDS AND THE CAR PARK

Providing maintaining renewing and replacing street furniture directory boards namedirectional and other signs in the Estate and line marking space marking andproviding name plates in the Car Park

OPEN AREAS AND DISPLAYS

Keeping planted areas stocked and tended and grassed areas mown and forecourtsroads vehicle ways access ways service yards pavements and open areas of theEstate (or which are adjoining or adjacent thereto and are used in connectiontherewith) clean neat and tidy and providing maintaining replacing plantingcultivating and keeping in good order floral pictorial artistic and other displays andexhibitions within or on the Common Parts

4. SECURITY INSTALLATIONS

Providing operating insuring maintaining improving repairing and renewing securitysystems and lighting installed in the Estate

31

STi4T°UTORI° REQUIR~MEIVTS

Taking all steps deemed desirable or expedient by the Landlord (acting reasonably)to comply with or make representations against or otherwise contest the incidenceof the provisions of any Acts of Parliament relating or alleged to relate to the Estatefor which the Tenant is not directly liable under this Lease

6. FIRE FIGHTING ANA PRECAUTIONS

Providing purchasing leasing maintaining insuring testing improving renewing andreplacing fire fighting equipment and appliances to the Estate and fire preventionalarm detection and precaution measures and related systems and equipmenttherefor

REFUSE COLLECTION AND LOCAL AUTHORITY CHARGES

Removing rubbish and other refuse from the Estate inc{uding the payment of costslevied by the local authority in relation to the collection or refuse or any other servicerendered by the local authority and the provision and replacement of receptaclesand apparatus in connection therewith

8. COMMON PARTS

Providing equipping furnishing insuring restoring decorating maintaining repairingimproving cleansing and lighting (including the repair and replacement of lightingequipment and fittings) the Common Parts or any other property used for or inconnection with the carrying out of any of the Services and paying water gaselectricity telephone charges and other outgoings of whatsoever nature inconnection therewith

9. STAFF

Employing staff and contractors agents workmen porters caretakers housekeepersprofessional advisers and others either directly or indirectly for the performance ofduties in connection with the maintenance management or security of the Estateand the provision of the Services and paying all expenditure in relation theretoincluding statutory and such other insurances health pension welfare bonuses andother payments contributions and premiums industrial training levies redundancyand similar or ancillary payments which the Landlord may be required by statutecustom or otherwise to pay or may at its absolute discretion deem desirable ornecessary and providing purchasing hiring and replacing uniforms working clothesprotective and safety clothes and other items tools appliances cleaning and othermaterial bins receptacles and other equipment and vehicles for the properperformance of their duties and providing and maintaining heating, lighting,powering and servicing accommodation (whether or not within the Estate) for suchstaff and vehicles

10. OTHER SERVICES

Providing any other services works apparatus or facilities in the interests of goodestate management to or for the Estate or for the general benefit of the tenants andoccupiers thereof which the Landlord acting reasonably and properly determinesfrom time to time

Part 3 -Other expenses

OUTGOINGS

Rates water rates taxes charges assessments impositions and other outgoingswhether parliamentary parochial local or otherwise and whether or not of a capital oran annual or regularly recurring or novel nature at any time assessed on or payableby the owner or occupier of or in respect of the Estate (other than Lettable Areas)

32

2. ~A~B~4(3~f1~ERBT FEES

2.1 Fees of managing agents and others for computing collecting and recovering rentsservice charges and other contributions from occupiers of Lettable Areas and for thegeneral management of the Estate (excluding fees for negotiating rent reviews orPetting Lettable Areas)

2.2 A management fee in relation to any Services provided by the Landlord or anyexpenditure incurred under any of the heads of expenditure set out in this Schedulein respect of which managing agents are not employed

3. AUDIT FEES

Fees and costs payable in respect of the Certificate and its certification and ofaccounts kept and audits made for the purpose thereof and of employingaccountants or other professional persons for the proper administration of theEstate and preparing accounts in connection with the Service Costs and ServiceCharges and supplying information to tenants in relation thereto and to insurance

4. FUNDING COSTS

Providing any moneys from its own resources by way of loan or otherwise (togetherwith interest thereon at 2% below Interest) or the cost (including interest payablethereon) of loan or overdraft facilities to finance costs incurred by the Landlord ofproviding any of the Services or paying any of the Service Costs in advance ofreimbursement

5. BANK CHARGES

Bank charges and interest on overdrawings in respect of any accounts maintainedfor payment of the Service Costs or the receipt of interim payments or servicecharges or other sums payable by tenants or occupiers of the Estate in connectionwith the Services or any of the matters mentioned in this Schedule

6. TAXATION

Any tax of whatsoever nature including all penalties charges and interest thereonpaid or payable by the Landlord in respect of any of the heads of expenditure orcharge mentioned in this Schedule or otherwise in connection with the provision ofthe Services or the arrangements relating to any interest earning account or moniesheld for such purposes and any insurance policy referred to in this Lease

7. DEFAULT

Costs and expenses incurred in the recovery of overdue sums payable by anyperson liable to contribute towards the Service Costs and any part of the ServiceCosts not recovered in whole or in part for any reason from any person (other thanthe Landlord} provided that if any sum in respect of an unpaid contribution to theService Costs for one Service Charge Period shall be recovered in a later ServiceCharge Period the same shall be treated as a credit towards the Service Costsincurred in the Service Charge Period in which the same is recovered

8. VALUE ADDED TAX

VAT payable by the Landlord in respect of the Services or any expenditure withinthis Schedule to the extent not recoverable by the Landlord as an input

OTHER COSTS

Other costs or expenses reasonably and properly attributable to the maintenanceimprovement protection or proper management of the Estate and provision of theServices for the benefit of the Estate or the tenants or occupiers thereof

10. COMMON EXPENSES

Any reasonable and proper costs and expenses (or a fair and reasonable proportionthereof) paid or incurred by or on behalf of the Landlord in connection with theprovision of services or facilities on adjoining or neighbouring premises for thebenefit of the Estate

33

Part 4 -Calculation and payment of the Service Charge

1. Ci4LCULA~fOi~ OF PROPORTIONS

1.1 The Service Charge shall be calculated rimaril on a comparison of the grossinternal area of the Property with the total gross internal area of the Lettable Areasof the Estate as applicable to the Service Costs but also with reference to theService Charge guidance provided from time to time by the Royal Institution ofChartered Surveyors

1.2 In the event of such comparison being inappropriate having regard to the nature ofthe expenditure incurred or the nature of the premises benefited by the expenditure(or item of expenditure) or otherwise the Landlord shall be at liberty in its discretion(acting reasonably and properly) to adopt such other method of calculation of theService Charge as shall be fair and reasonable in the circumstances (including ifappropriate the attribution of the whole of any such expenditure or item ofexpenditure to the Property)

2. PREPARATION OF CERTIFICATE

2.1 As soon as reasonably practicable after the end of the Service Charge Period theLandlord shall procure the preparation of the Certificate and the delivery of a copy ofit to the Tenant and shall produce to the Tenant such reasonable information as theTenant may require in connection with the figures/information contained in theCertificate

2.2 Save in case of manifest error the Certificate shall be conclusive evidence for thepurposes hereof of the matters which it purports to certify

3. DEMAND FOR AND CALCULATION OF THE SERVICE CHARGE

The Tenant shall within 10 working days of written demand following the provision ofa copy of the Certificate pay to the Landlord the Service Charge less any interimpayments made by the Tenant on account thereof pursuant to this Schedule

4. QUARTERLY INTERIM PAYMENTS ON ACCOUNT

4.1 The Tenant shall pay to the Landlord on each of the usual quarter days an interimpayment being such sum in advance and on account of the Service Chargeprospectively payable for the relevant Service Charge Period as the Landlord shallconsider to be fair and reasonable and shall notify in writing to the Tenant

4.2 The Landlord may if reasonable to do so revise the interim payment with effect fromany of the usual quarter days either before the commencement or during the courseof any relevant Service Charge Period by notice in writing to the Tenant and theinterim payment payable on each quarter day shall unless so revised be equal tothe interim payment payable on the last quarter day

5. BALANCING PAYMENT

If the Certificate shows that the aggregate of the interim payments made by theTenant to the Landlord during the relevant Service Charge Period

5.1 exceeds the Service Charge payable for the Service Charge Period the excess sha{fbe allowed to the Tenant against the interim payments next payable or in the Termis determined the excess or a duly apportioned part thereof shall be repaid to theTenant or

5.2 is less than the Service Charge payable for the Service Charge Period the Tenantshall within 10 working days of service of the Certificate pay the amount of any suchshortfall to the Landlord

6. APPLICATION TO THE TERM

This Part of this Schedule shah continue to apply notwithstanding the determinationof the Term but only in respect of the period down to the determination of the Termand for apportionment purposes the Service Costs for any Service Charge Period

34

shall be deemed to have accrued evenly on a daily basis throughout the relevantService Charge Period

Part 5 -Agreements and declarations

1. INTERRUPTION OF SERVICES

Notwithstanding anything contained in this Lease the Landlord shall not be liable tothe Tenant nor shall the Tenant have any claim against the Landlord in respect of:

1.1 any interruption in or to any of the services serving the Property or any failure toperform the Services by reason of any inspection repair renewal or maintenance ofany systems or apparatus or while any of the same are being replaced nor whileany new systems or apparatus are being installed nor by reason of damage theretoor destruction thereof or mechanical or other defect or breakdown frost or otherinclement conditions strikes lock out shortage of fuel materials water or labour orother cause beyond the Landlord's reasonable control or taking steps to comply withany notice given or requirement or direction of any competent authority in respect ofthe Estate

12 any breach of any obligation relating to the provision of the Services or to the repairor maintenance of the Estate or any of the services serving the Property or theEstate until notice in writing thereof is given to the Landlord and then only after theLandlord has been able to obtain all necessary permissions and consents for theperformance of its obligations and if the labour and materials required therefore areavailable and a reasonable time in which to perform or remedy the same haselapsed

Provided that the Land{ord shall use all reasonable endeavours to remedy any suchinterruption defect breakdown or stoppage as soon as reasonably practicable afterbecoming aware of the same

2. REVIEW OF SERVICES AND EXPENSES

The Landlord may (acting reasonably) from time to time review the Services and thecosts expenditure charges or allowances included in the Service Costs as shall beappropriate in the interests of good estate management and omit add to extend orvary the same and from and after the relevant date of such review such omissionadditions extensions or variations shall be taken into account in the calculation ofthe Service Costs and the Service Charge

3. REVIEW OF ALLOCATION OF PARTICULAR SERVICES

If by reason of any change in circumstances or otherwise in the reasonable opinionof the Landlord part of the Service Costs relate to services provided for the benefitof part only of the Estate or for any particular occupiers or category of occupiersthereof or it is otherwise fair and reasonable to do so the Service Charge may bevaried or such part of the Service Costs as shall so relate may be allocated in wholeor in part to the persons (including the Tenant) so benefiting as may in the opinionof the Landlord be fair and reasonable

4. PERFORMANCE OF SERVICES

4.1 No costs or expenses shall be excluded from the Service Costs on the ground thatthe Landlord is obliged to carry out the relevant service to any third party

4.2 The Landlord sha{I not be obliged to perform all or any of the Services or to provideor install any system or service not in existence at the date hereof and reference tothe Services or heads of expenditure in part 2 and part 3 of this schedule shallimport no obligation on the part of the Landlord to incur any expenditure or performany services within all or any of such heads of expenditure

4.3 No objection shall be made to any reasonable and proper cost incurred by theLandlord included in the calculation of the Service Costs by reason that the materialwork or service in question might have been provided or performed at a insignificantlower cost or to a lower quality standard or specification or (save that the work or

35

expense is not in respect of any of the Services or other expenditure within thedefinition of the Service Costs} ofiherwise

5. ~XCE~TtOfJAL ~XPERIDITURE

5.1 If the Landlord is required during any Service Charge Period to incur heavy orexceptional expenditure which forms part of the Service Costs the Landlord shall beentitled to recover from the Tenant the reasonable and proper Service Chargerepresenting the whole of that expenditure on the quarter day next following

5.2 If funds collected by way of advance payments of Service Costs prove insufficient tomeet any immediate liability (and there is no reserve fund available or which may beapplied to meet the liability) the Landlord shall be entitled to borrow monies for thepurpose from reputable banks at commercially competitive rates of interest and theinterest payable on the borrowing shall be recoverable as an item of the ServiceCosts

UNLET PARTS

In the case of unlet Lettable Areas the Landlord shall bear the proportion of theService Costs which would have been recoverab{e from the tenant thereof had thesame been let on the terms of this Lease

36

Annex -Plan

37

~L AN i

~''~.~ DLA DESIGN.....

~~~'~a ~,a w

,~_

~~~s~P~b~„~~~~~,~ETUNSTALL ARROWSTOKE-ON-TREM

SITE PLAN -UNIT 4DEMISE PLAN

PROPOSED SITE ARRANGEMENT BASED ON 2016-083/106 c"`~°~TOPOGRAPHICAL SURVEY CARRIED OUT BY WARDELL ""`"'"ARMSTRONG (DRAWING ST14870-004 A (12/08/16) s,,,~s

cT'

T N

■ DL

A AR

CHIT

ECTU

REww~

H.tl

la-a

rchi

teCN

re.c

o.uk

TUNSTALL ARROW

STOKE-ON-TRENT

THES(f

E PLAN -UNITS 1-5

DEMISE PLAN

1:1000 ~ Al

02/I

Xi/1

8

nenE

v~o

ANW~

MCa

2016-083/102

B sl

y

Executed as a deed by NETWORKSPACE DEVELOPMENTS LIMITED .............acting by one director in the presence Directorof:

Witness Signature

Witness Name

Address

Occupation

Executed as a deed by PRAMACGENERAL (UK) LIMITED acting by ................. . ...................

o~~ ~a~o directory'bra-e}treeter-arm{-i#s Directorsecretary ~,ri .~Q pnes~. a:'.W~~'V~.Si Sic rtc~.~Ul~ ' 1~~~;~:~~<<~ ~~ : J~~k~ ru~b~~i~~~d~ess~. b~ ~~aNe ~~ G~e,.s~e~~- .......................................Per~koicR'i~ STt ~' S1~N [Director OR Secretary]

C~c,c~ 4~a~"ir~ '~ ~P re~u,~~Exec~lted as a dee~ by P~ ~~INDUSTRIAL SRL acting by [#roe ~,___ I _ _

l

~~-s d~~.lu a~;1Hor~5c~ oI t.,c,zt .......................................

P~l~.1~ '1 1"1 [Director]

~/y1~Jf d1~c~.~

.....................................[Director OR Secretary]

38