Exhibit 10.1


 


DATED April 4, 2011 


 


 


WALLINGFEN PARK LIMITED


 


 


And


 


 


LAKELAND INDUSTRIES EUROPE LIMITED


 


 


COUNTERPART
UNDERLEASE


 


 


Relating to:


 


 


Units 9 & 10, Warehouse 2, Jet Park,
Main Road, Newport


 


East Riding of Yorkshire


 


 


Pepperells Incorporating Ivesons


Solicitors


HULL


 



    	 



    	 



    












 


	
         

        LR1.
        Date of lease

         
	
         

        4th April
        2011
	 
	
         

        LR2.
        Title number(s)
	
         

        LR2.1 Landlord’s title number(s) 

        Title number(s) out of which this lease is granted. Leave
        blank if not registered.

         

        YEA 57100 

         

         

        LR2.2 Other title number(s) 

        Existing title number(s) against which entries of matters
        referred to in LR9, LR10, LR11 and LR13 are to be made.

         
	 
	
         

        LR3.
        Parties to this lease

         

        Give full names, addresses and company’s
        registered number, if any, of each of the parties. For Scottish companies use a SC prefix and for limited liability partnerships
        use an OC prefix. For foreign companies give territory in which incorporated.
	
         

        Landlord

         

        WALLINGFEN PARK LIMITED (Company Number: 03113140) of
        Wallingfen Lodge, 236 Main Road, Newport, Brough, East Yorkshire, HU15 2RH

         

        Tenant

         

        LAKELAND INDUSTRIES EUROPE LIMITED (Company Number: 0450066)
        whose registered office is at Unit 11, Wallingfen Park, 236 Main Road, Newport, Brough, East Yorkshire, HU15 2RH

         

        Other parties 

        Specify capacity of each party, for example “management
        company”, “guarantor”, etc

         
	 
	
         

        LR4.
        Property

         

        Insert a full description of the land
        being leased

         

        or

         

        Refer to the clause, schedule or paragraph
        of a schedule in this lease in which the land being leased is more fully described.

          

        Where there is a letting of part of
        a registered title, a plan must be attached to this lease and any floor levels must be specified

         
	
         

        In
        the case of a conflict between this clause and the remainder of this lease then, for the purposes of registration, this clause
        shall prevail.

         

         

         

        Paragraph 1.4 of the Particulars

         

         
	 
	
         

        LR5.
        Prescribed statements etc.

         

        If this lease includes a statement falling
        within LR5.1, insert under that sub-clause the relevant statement or refer to the clause, schedule or paragraph of a schedule in
        this lease which contains the statement

         

        In LR5.2, omit or delete those Acts
        which do not apply to this lease
	
         

        LR5.1
        Statements prescribed under rules 179 (dispositions in favour of a charity), 180 (dispositions by a charity) or 196 (leases
        under the Leasehold Reform, Housing and Urban Development Act 1993) of the Land Registration Rules 2003

        

         

        NONE

         

        LR5.2. This lease
        is made under, or by reference to, provisions of:

         

        NONE 

         
	 


 




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        LR6.
Term for which the Property is leased

         

        Include only the appropriate statement
        (duly completed) from the three options

         

        NOTE: The information you provide, or
        refer to, here will be used as part of the particulars to identify the lease under rule 6 of the Land Registration Rule 2003.

         
	
         

        The term as specified in this lease at paragraph 1.6

         

	
         

        LR7.
        Premium

         

        Specify the total premium inclusive
        of any VAT where payable

         

         
	
         

        NONE

         

	
         

        LR8. Prohibitions or
        restrictions on disposing of this lease

         

        Include whichever of the two statements
        is appropriate.

         

        Do not set out here the wording of the
        provision.

         
	
         

        This lease contains a provision that prohibit
        or restricts dispositions

         

	
         

        LR9.
        Rights of acquisition etc

         

        Insert the relevant provisions in the
        sub-clauses or refer to the clause, schedule or paragraph of a schedule in this lease which contains the provisions. 
	
         

        LR9.1 Tenant’s
        contractual rights to renew this lease, to acquire the reversion or another lease of the Property, or to acquire an interest in
        other land

         

        NONE

         

        LR9.2 Tenant’s covenant to (or
        offer to) surrender this lease

         

        NONE

         

        LR9.3 Landlord’s contractual rights
        to acquire this lease

         

        NONE

         



 




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        LR10. Restrictive covenants
        given in this lease by the Landlord in respect of land other than the Property

         

        Insert the relevant provisions or refer
        to the clause, schedule or paragraph of a schedule in this lease which contains the provisions

         
	
         

        NONE

         

	
         

        LR11.
        Easements

         

        Refer here only to the clause, schedule
        or paragraph of a schedule in this lease which sets out the easements.
	
         

        LR11.1 Easements
        granted by this lease for the benefit of the Property

         

        FIRST SCHEDULE PART II

         

        LR11.2 Easements granted or reserved
        by this lease over the Property for the benefit of other property

         

        FIRST SCHEDULE PART I

         

	
         

        LR12. Estate rentcharge
        burdening the Property

         

        Refer here only to the clause, schedule
        or paragraph of a schedule in this lease which sets out the rentcharge.

         
	
         

        NONE

         

	
         

        LR13. Application for
        standard form of restriction

         

        Set out the full text of the standard
        form of restriction and the title against which it is to be entered. If you wish to apply for more than one standard form of restriction
        use this clause to apply for each of them, tell us who is applying against which title and set out the full text of the restriction
        you are applying for.

         

        Standard forms of restriction are set
        out in Schedule 4 to the Land Registration Rules 2003

         
	
         

        The
        Parties to this lease apply to enter the following standard form of restriction [against the title of the Property] or [against
        title number                                ]

         

         

        NONE

         

	
         

        LR14. Declaration of
        trust where there is more than one person comprising the Tenant

         

        If the Tenant is one person, omit or
        delete all the alternative statements.

         

        If the Tenant is more than one person,
        complete this clause by omitting or deleting all inapplicable alternative statements.

         
	 


 




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A LEASE DATED


 


		1.	THE PARTICULARS



 


	1.1	The Landlord	WALLINGFEN PARK LIMITED (Company Number 03113140) whose registered office is at Wallingfen Lodge, 236 Main Road, Newport, East Yorkshire, HU15 2RH
	 	 	 
	1.2	The Tenant	LAKELAND INDUSTRIES EUROPE LIMITED (Company Number 04500660) whose registered office is at Unit 11, Wallingfen Park, 236 Main Road, Newport aforesaid
	 	 	 
	1.3	The Guarantor	None
	 	 	 
	1.4	The Premises	All that the light industrial unit known as Units 9 & 10 forming part of Warehouse 2 at Jet Park, Main Road, Newport, East Riding of Yorkshire, HU15 2RP shown edged red on the Plan


 




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	1.5	The Estate	The land and warehouse buildings situate at Jet Park, Main Road, Newport (of which the Premises forms part) shown for the purposes of identification only edged blue on the Plan together with such additional land and buildings owned or acquired by the Landlord from time to time as shall be brought into use in the Estate
	 	 	 
	1.6	Contractual Term	Twelve
(12) years from and including the                     
	 	 	 
	1.7	Rent Commencement Date	the                      day of             
	 	 	 
	1.8	Initial Rent	Fifty thousand Pounds (£50,000) (exclusive of VAT) for the first year of the Contractual Term
	 	 	 
	1.9	Review Dates	the                 day of                      and on the                           day of                  in each year thereafter and Review Date means any one of the review dates
	 	 	 
	1.10	Interest Rate	4% per year above the base lending rate of Barclays Bank Plc or such other Bank (being a member of the Committee of London and Scottish Bankers) as the Landlord may from time to time nominate in writing
	 	 	 
	1.11	Permitted User	General workshop storage and office use/light industrial use or such other use that falls within classes B1 and/or B8 of the Schedule to the Town and Country Planning (Use Classes) Order 1987 as the Landlord shall from time to time approve (such approval not to be unreasonably withheld or delayed)


 




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		2.	DEFINITIONS



 


		2.1	For all purposes of this Lease the terms defined in clauses 1 and 2 have the meanings specified



 


		2.2	"Access Roads" means the roadways, yards and pavements shown hatched green on the Plan



 


		2.3	"Authorised Guarantee Agreement" shall have the same meaning as in the Landlord and Tenant
(Covenants) Act 1995



 


		2.4	"Building(s)" means the warehouse building or buildings now or at any time during the
Term erected on the whole or part of the Estate



 


		2.5	“the Industrial Covenants” means the covenants set out in the Third Schedule



 


		2.6	"the Insurance Rent" means the sums which the Landlord shall from time to time pay or
be required to pay by way of premium



 


		2.6.1	for insuring the Premises (including insuring for loss of Rent) in accordance with its obligations
contained in the Superior Lease and



 


		2.6.2	for insuring in such amount and on such terms (as the
Landlord shall consider appropriate or shall be reasonable) against all liability of the Landlord to third parties arising
out of or in connection with any matter including or relating to the Premises



 


Provided that where any policy
for such insurance includes other property as well as the Premises the Insurance Rent shall be equal to a fair and reasonable proportion
attributable to the Premises (to be assessed by the Surveyor whose decision shall be final and binding on all the parties hereto)
of such sums referred to in sub-clause 2.6.1 and 2.6.2.


 




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		2.7	"Insured Risks" means, subject to reasonable and continuing availability of insurance
cover and without limitation, fire lightning explosion riot civil commotion malicious persons and vandals earthquakes storm tempest
flood bursting and over flowing water pipes tanks and other apparatus impact by road vehicles and non-hostile aircraft (including
articles dropped from aircraft) and such other risks or contingencies as the Landlord from time to time in its reasonable discretion
may think fit to insure against subject to any exclusions limitations and conditions contained in the Policy of Insurance



 


		2.8	"Interest" means interest during the period from the date on which the payment is due
to the date of payment both before and after any judgement at the Interest Rate then prevailing or should the base rate referred
to in clause 1.10 cease to exist or not be published at any time such other rate of interest as is most closely comparable with
the Interest Rate to be agreed between the parties or in default of agreement to be determined by the Surveyor acting as an expert
and not as an arbitrator



 


		2.9	“Latent Defect” is reference to any defect in the Building or the Premises or anything
installed in or on the Building attributable to:-



 


		2.9.1.	defective design



 


		2.9.2	defective workmanship or material



 


		2.9.3.	defective supervision of the construction of or the installation of any thing in or on the Building or the Premises; or



 


		2.9.4.	defective preparation of the site of the Premises



 


		2.10	"the 1954 Act" means the Landlord and Tenant Act 1954 (and all statutes regulations and
orders included by virtue of clause 3.14)



 


		2.11	"Pipes" means all pipes sewers drains mains ducts conduits gutters water courses wires
cables channels flues and all other conducting media and includes any fixings louvres cowls and any other ancillary apparatus which
are in on or under or which serve the Premises



 


		2.12	"the Plan" means the plan annexed to this Lease



 




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		2.13	"the Planning Acts" means the Town and Country Planning Act 1990 the Planning (Listed
Buildings and Conservation Areas) Act 1990, the Planning (Hazardous Substances) Act 1990 and the Planning (Consequential Provisions)
Act 1990 (and all statutes regulations and orders included by virtue of clause 3.14)



 


		2.14	“Rent" means the Initial Rent and rent ascertained in accordance with the Second Schedule
and such term does not include the Insurance Rent or Service Charge but the term “rents” includes the Rent and the
Insurance Rent and the Service Charge



 


		2.15	"Service Charge" means such proportion as the gross metric area of the Premises bears
to the gross metric area of the Buildings on the Estate from time to time of which it forms part (to be assessed by the Surveyor
whose decision reasonably based and reached shall be final and binding on all the parties hereto) of the annual expenditure referred
to in Part A of the Fourth Schedule



 


		2.16	“Superior Lease” means a Lease dated the eighth day of January 2009 and made between
Michael Robert Kendall of the one part and the Landlord of the other part



 


		2.17	"Surveyor" means any suitability qualified person or firm appointed by the Landlord to
perform any of the functions of the Surveyor under this Lease (including an employee of the Landlord or a company that is a member
of the same group as the Landlord within the meaning of Section 42 of the 1954 Act and including also the person or the firm appointed
by the Landlord to collect the rents)



 


		2.18	“VAT” means Value Added Tax or any tax of a similar nature that may be substituted
for it or levied in addition to it



 


		3.	INTERPRETATION



 


		3.1	The expressions "the Landlord" and "the Tenant" wherever the context so admits
include the person for the time being entitled to the reversion immediately expectant on the determination of the Term and the
Tenants successors in title respectively and any reference to Superior Landlord includes the Landlord's immediate reversioner at
any time



 




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		3.2	Where the Landlord the Tenant or the Guarantor for the time being are two or more persons obligations
expressed or implied to be made by or with such party are deemed to be made by or with such persons jointly and severally



 


		3.3	Words importing one gender include all other genders and words importing the singular include the
plural and vice versa



 


		3.4	The expression “Guarantor” includes not only the person referred to in clause 1.3 (if
any) but also any person who enters into covenants with the Landlord pursuant to clauses 5.9.5 or 5.26



 


		3.5	The expression "the Premises" includes but without limitation



 


		3.5.1	all additions alterations and improvements to the Premises



 


		3.5.2	all the Landlord's fixtures and fittings and fixtures of every kind which shall from time to time
be in or upon the Premises (whether originally affixed or fastened to or upon the Premises or otherwise) except any such fixtures
installed by the Tenant



 


		3.5.3	all Pipes in on under or over and exclusively serving the Premises but such expression includes
no air space above the height of the top of the Premises and references to the Premises in the absence of any provision to the
contrary include any part of the Premises



 


		3.6	The expression "the Term" includes the Contractual Term and any period of holding over
or extension or continuance of the Contractual Term whether by statute or common law



 


		3.7	References to "the last year of the Term" include the last year of the Term if the Term
shall determine otherwise than by effluxion of time and references to "the expiration of the Term" include such other
determination of the Term



 


		3.8	References to any right of the Landlord to have access to the Premises shall be construed as extending
to any Superior Landlord and any mortgagee of the Premises and to all persons authorised by the Landlord and any Superior Landlord
or mortgagee (including agents professional advisers contractors or workmen and others) (where the Superior Lease or mortgage grants
such right of access to the Superior Landlord or mortgagee)



 




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		3.9	Any covenant by the Tenant not to do an act or thing shall be deemed to include an obligation not
to permit or suffer such act or thing to be done by another person where the Tenant is aware that such act or thing is being done



 


		3.10	Any provision in this Lease referring to the consent or approval of the Landlord shall be construed
as also requiring the consent or approval of any mortgagee of the Premises and the Superior Landlord where such consent shall be
required but nothing in this Lease shall be construed as implying that any obligation is imposed upon any mortgagee or the Superior
Landlord not unreasonably to refuse any such consent or approval



 


		3.11	References to "consent of the Landlord" or words to similar effect mean a consent in
writing signed by or on behalf of the Landlord and to "approved" and "authorised" or words to similar effect
mean (as the case may be) approved or authorised in writing by or on behalf of the Landlord



 


		3.12	The terms "the parties" or "party" mean the Landlord and/or the Tenant but
except where there is an express indication to the contrary exclude the Guarantor



 


		3.13	"Development" has the meaning given by the Town and Country Planning Act 1990 Section
55



 


		3.14	Any references to a specific statute include any statutory extension or modification amendment
or re-enactment of such statute and any regulations or orders made under such statute and any general reference to "statute"
or "statutes" includes any regulations or orders made under such statute or statutes



 


		3.15	References in this Lease to any clause sub clause or schedule without further designation shall
be construed as a reference to the clause sub clause or schedule to this Lease so numbered



 


		3.16	The clause paragraph and schedule headings do not form part of this Lease and shall not be taken
into account in its construction or interpretation



 




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		4.	DEMISE



 


The Landlord demises to the Tenant the
Premises EXCEPTING AND RESERVING to the Landlord the rights specified in Part I of the First Schedule BUT TOGETHER WITH
the rights specified in Part II of the First Schedule TO HOLD the Premises to the Tenant for the Contractual Term
SUBJECT to all rights easements privileges restrictions covenants and stipulations of whatever nature affecting the Premises
YIELDING AND PAYING to the Landlord


 


		4.1	The Rent payable without deduction by equal monthly payments in advance on the [ ] day in every
month and proportionately for any period of less than a month the first years payment being a proportionate sum in respect of the
period from and including the Rent Commencement Date to and including the day before the first anniversary next after the Rent
Commencement Date and



 


		4.2	By way of further rent the Insurance Rent payable in accordance with clause 7 and the Service Charge
payable in accordance with the Third Schedule



 


		5.	THE TENANT'S COVENANTS



 


The Tenant
covenants with the Landlord


 


		5.1	Rent



 


		5.1.1	to pay the rents on the days and in the manner set out in this Lease and not to exercise or seek
to exercise any right or claim to withhold rent or any right or claim to legal or equitable set-off



 


		5.1.2	if so required in writing by the Landlord to make such payments by banker's order or credit transfer
to any bank account in the United Kingdom that the Landlord may from time to time nominate



 


		5.2	Outgoings and VAT



 


			To pay and to indemnify the Landlord against



 


		5.2.1	all rates taxes assessments duties charges impositions and outgoings which are now or during the
Term shall be charged assessed or imposed upon the Premises or upon the owner or occupier of them (excluding any payable by the
Landlord occasioned by a receipt of rents or by any disposition or dealing with or ownership of any interest reversionary to the
interest created by this Lease) and if the Landlord shall suffer any loss of rating relief which may be applicable to empty premises
after the end of the Term by reason of such relief being allowed to the Tenant in respect of any period before the end of the Term
to make good such loss to the Landlord and



 




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		5.2.2	VAT (or any tax of a similar nature that may be substituted for it or levied in addition to it)
chargeable in respect of any payment made by the Tenant under any of the terms of or in connection with this Lease or in respect
of any payment made by the Landlord where the Tenant agrees in this Lease to reimburse the Landlord for such payment



 


		5.3	Electricity Gas and Other Services Consumed



 


To pay to the suppliers and/or
the Landlord as a supplier all charges for water electricity gas sewage and other services consumed or used at or in relation to
the Premises (including meter rents) and to indemnify the Landlord in respect thereof


 


		5.4	Repair Cleaning Decoration etc



 


		5.4.1	to keep the Premises in good repair and condition excepting damage caused by an Insured Risk save
to the extent that the insurance money is irrecoverable in consequence of any act or default of the Tenant or anyone at the Premises
expressly or by implication with the Tenant's authority and under the Tenant's control and provided that nothing in this Lease
obliged the Tenant to remedy:-



 


		(i)	at any time a Latent Defect relating to the structural steelwork or foundations of the Premises



 


		(ii)	a Latent Defect of which the Tenant has notified the Landlord within the first three years of the
Term



 


		(iii)	any want of repair within such period attributable to such Latent Defect



 


		5.4.2	to replace from time to time the Landlord's fixtures and fittings in the Premises which may be
or become beyond repair at any time during or at the expiration of the Term



 


		5.4.3	to clean the Premises and keep them in a clean condition



 




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		5.4.4	the Tenant must redecorate the Premises in a good and workmanlike manner and with appropriate materials
of good quality as often as is in the reasonable opinion of the Landlord or his Surveyor necessary in order to maintain a high
standard of decorative finish and preserve the premises (provided this is not ordinarily more than once in any 5 years of the Term)
and in the last year of the Term and when in the last year of the Term any change to the tints, colours and patterns of the decoration
are to be first approved by the Landlord in writing, provided that the covenants relating to the last year of the Term are not
to apply where the Tenant has redecorated the Premises less than 18 months before the end of the Term.



 


		5.4.5	not to deposit or permit to be deposited any waste rubbish or refuse on the Access Roads



 


		5.4.6	not to keep or store on the Access Roads any vehicle caravan or movable dwelling



 


		5.4.7	not to cause the Access Roads to be untidy or in a dirty condition and in particular (but without
prejudice to the generality of the above) not to deposit on them refuse or other materials



 


		5.4.8	where the use of Pipes boundary structures or other things is common to the Premises and other
property to be responsible for and to indemnify the Landlord against all sums due from and to undertake all work that is the responsibility
of the owner lessee or occupier of the Premises in relation to those Pipes or other things



 


		5.5	Waste and Alterations



 


		5.5.1	Not to



 


		5.5.1.1	commit any waste



 


		5.5.1.2	make any addition to the Premises



 


		5.5.1.3	unite the Premises with any adjoining premises



 


		5.5.1.4	make any alteration to the Premises save as permitted by the following provisions of this clause



 


		5.5.2	not to make internal structural alterations to the Premises without



 


		5.5.2.1	obtaining and complying with all necessary consents of any competent authority and paying all charges
of any such authority in respect of such consents



 




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		5.5.2.2	making an application supported by drawings and where appropriate a specification in duplicate
prepared by an Architect or member of some other appropriate profession



 


		5.5.2.3	paying the reasonable and properly incurred fees of the Landlord any superior landlord any mortgagee
and their respective professional advisers and



 


		5.5.2.4	entering into such covenants as the Landlord may require as to the execution and reinstatement
of the alterations and in the case of any works of a substantial nature the Landlord may require prior to the commencement of such
works the provision by the Tenant of adequate security in the form of a deposit of money or the provision of a bond as assurance
to the Landlord that any works which may from time to time be permitted by the Landlord shall be fully completed



 


		5.5.3	subject to the provisions of clause 5.5.2 not to make any internal non-structural alterations to
the Premises without the consent of the Landlord (such consent not to be unreasonably withheld or delayed)



 


		5.5.4	to remove any additional buildings additions alterations or improvements made to the Premises at
the expiration of the Term if so requested by the Landlord and to make good any part or parts of the Premises which may be damaged
by such removal



 


		5.5.5	not to make connection with the Pipes that serve the Premises otherwise than in accordance with
plans and specifications approved by the Landlord (such approval not to be unreasonably withheld or delayed) subject to consent
to make such connections having previously been obtained from the competent statutory authority or undertaker



 


		5.6	Aerials Signs and Advertisements



 


		5.6.1	Not to erect any pole mast or wire (whether in connection with telegraphic telephonic radio or
television communication or otherwise) upon the Premises



 


		5.6.2	Not to affix to or exhibit on the outside of the Premises or to or through any window of the Premises
nor display anywhere on the Premises any placard sign notice fascia board or advertisement except any sign permitted by virtue
of any consent given by the Landlord pursuant to a covenant contained in this Lease (such consent not to be unreasonably withheld
or delayed)



 




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		5.7	Statutory Obligations



 


		5.7.1	At the Tenant's own expense to execute all works and provide and maintain all arrangements upon
or in respect of the Premises or the use to which the Premises are being put that are required in order to comply with the requirements
of any statute (already or in the future to be passed) or any government department local authority other public or competent authority
or Court of competent jurisdiction regardless of whether such requirements are imposed on the lessor the lessee or the occupier
provided the Tenant shall not be liable for any costs nor works relating to matters which pre-exist the date of this Lease.



 


		5.7.2	Not to do in or near the Premises any act or thing by reason of which the Landlord may under any
statute incur have imposed upon it or become liable to pay any penalty damages compensation costs charges or expenses



 


		5.7.3	Without prejudice to the generality of the above to comply in all respects with the provisions
of any statutes and any other obligations imposed by law or by any byelaws applicable to the Premises or in regard to carrying
on the trade or business for the time being carried on at the Premises



 


		5.8	Access of Landlord and Notice to Repair



 


		5.8.1	To permit the Landlord on 48 hours written notice (except in case of emergency):



 


		5.8.1.1	to enter upon the Premises for the purpose of ascertaining that the covenants and conditions of
this Lease have been observed and performed



 


		5.8.1.2	to view (and to open up floors under the parts of the Premises where such opening up is required
in order to view) the state of repair and condition of the Premises and



 




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		5.8.1.3	to give to the Tenant (or leave upon the Premises) a notice specifying any repairs cleaning maintenance
or painting that the Tenant has failed to execute in breach of the terms of this Lease and to request the Tenant to execute the
same within such reasonable time as the notice may specify having regard to the nature and extent of the work required to remedy
the breach including the making good of such opening up (if any) providing that any such opening-up shall be made good by and at
the cost of the Landlord where such opening-up reveals no breaches of the terms of this Lease



 


		5.8.2	As soon as reasonably possible to repair cleanse maintain and paint the Premises as required by
such notice



 


		5.8.3	If within one month of the service of such a notice the Tenant shall not have commenced and be
proceeding diligently with the execution of the work referred to in the notice or shall fail to complete the work within two months
or if in the Landlord's Surveyors reasonable opinion the Tenant is unlikely to have completed the work within such period to permit
the Landlord to enter the Premises to execute such work as may be necessary to comply with the notice and to pay to the Landlord
the cost of so doing and all expenses incurred by the Landlord (including legal costs and surveyors fees) within 14 days of a written
demand



 


		5.9	Alienation



 


		5.9.1	Not to hold on trust for another or (save pursuant to a transaction permitted by and effected in
accordance with the provisions of this Lease) part with the possession of the whole or any part of the Premises or permit another
to occupy the whole or any part of the Premises



 


		5.9.2	Not to assign or charge part only of the Premises



 


		5.9.3	Not to assign or charge the whole of the Premises without the prior consent of the Superior Landlord
and the Landlord (such consent of the Landlord not to be unreasonably withheld or delayed) provided that the Landlord shall be
entitled (for the purposes of Section 19(1A) of the Landlord and Tenant Act 1925) in relation to an assignment



 


		5.9.3.1	to withhold its consent in any of the circumstances set out in clause 5.9.4



 


		5.9.3.2	to impose all or any of the matters set out in clause 5.9.5 as a condition of its consent



 




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The provisos to this subclause
shall operate without prejudice to the right of the Landlord to withhold such consent on any other ground or grounds where such
withholding of consent would be reasonable or to impose any further condition or conditions upon the grant of consent where the
imposition of such condition or conditions would be reasonable


 


		5.9.4	The circumstances referred to in clause 5.9.3.1 above are as follows:-



 


		5.9.4.1	where the assignee is an associated company of the Tenant



 


		5.9.4.2.	where in the reasonable opinion of the Landlord the proposed assignee is not responsible or respectable
or of sufficient financial standing to enable it to comply with the tenant’s covenants in the Lease



 


		5.9.4.3	where prior to completion of the intended assignment the Tenant has not paid all of the rents or
other monetary payments due hereunder or had not substantially observed or performed the covenants on the part of the Tenant herein
contains



 


		5.9.5	The matters referred to in clause 5.9.3.2 as conditions are as follows:-



 


		5.9.5.1	that the Tenant enters into an Authorised Guarantee Agreement on or before completion of the assignment
whereby the Tenant covenants by deed with the Landlord to guarantee the performance by the proposed Assignee of all covenants on
the part of the Tenant and conditions contained in this Lease in a form reasonably required by the Landlord to incorporate all
or any of the terms set out in the Fifth Schedule (as if reference therein to “the Guarantor” were reference to the
Tenant) with such amendments or additions as the Landlord may require within the provisions of S.16 of the Landlord and Tenant
(Covenants) Act 1995 save that such guarantee shall not extend to any liability restriction or other requirement arising after
the Assignee is released from its covenants by virtue of the Landlord and Tenant (Covenants) 1995



 




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		5.9.5.2	that the Tenant provides two references confirming that the proposed assignee is responsible and
will be able to pay the Rent and meet the other outgoings and liabilities arising under the Lease from any of the following namely
a former landlord bank trade creditor solicitor or accountant (except where the financial status of the proposes assignee is such
that it would be unreasonable for the Landlord to require such references)



 


		5.9.5.3	that any assignee of the whole of the Premises covenants by deed with the Landlord to pay the rents
reserved by this Lease and to observe and perform all covenants on the part of the Tenant and conditions contained in this Lease
during the Term until released by virtue of the Landlord and Tenant (Covenants) Act 1995



 


		5.9.5.4	that (where it is reasonable so to require) in addition to the guarantee provided by the Tenant
pursuant to sub clause 5.9.5.1 at least two sureties acceptable to the Landlord (acting reasonably) act as sureties for the assignee
in order to covenant jointly and severally with the Landlord that the assignee will pay the rents reserved by this Lease and perform
and observe the covenants on the part of the Tenant and the conditions contained in this Lease and otherwise in the terms set out
in the Fifth Schedule hereto (as if reference therein to “the Guarantor” were reference to the sureties) or such other
terms as the Landlord may reasonable require



 


		5.9.5.5	that the Tenant has with the application for consent to assign produced to the Landlord either
an unconditional undertaking from its solicitors to pay or such other security satisfactory to the Landlord (acting reasonably)
to cover payment of, whether the licence is granted or not, all reasonable costs and disbursements (including irrecoverable VAT)
which may be properly incurred by the Landlord in connection with the application for consent (including without prejudice to the
generality of the foregoing) its solicitors’ costs, it surveyors’ costs and the costs of any accountants employed to
advise in whether the intended assignee satisfies and financial criteria specified in this Lease or is a person of such financial
standing that it is reasonable for the Landlord to grant licence for the assignment of this Lease to it



 




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		5.9.6	Not to underlet the whole or any part of the Premises without the prior consent of the Superior
Landlord and the Landlord (such consent not to be unreasonably withheld or delayed) and provided that the following conditions
and obligations contained in clauses 5.9.7 to 5.9.10 inclusive are to be met failing which consent may be withheld.



 


The provisos to this sub-clause
shall operate without prejudice to the right of the Landlord to withhold such consent on any other ground or grounds where such
withholding of consent would be reasonable or to impose any further condition or conditions upon the grant of consent where the
imposition of such condition or conditions would be reasonable.


 


		5.9.7	An underletting of part of the Premises shall only be permitted in relation to either the entirety
of Unit 9 and/or the entirety of Unit 10.



 


		5.9.8	That each and every permitted underlease shall be granted without any fine or premium at a rent
not less than the then open market rental value of the Premises or relevant Unit to be approved by the Landlord prior to any such
underlease or the Rent (or a pro-rata apportionment of it in the case of an underletting of part) then being paid (whichever shall
be the greater) such Rent being payable in advance on the days on which Rent is payable under this Lease and shall contain provisions
approved by the Landlord.



 


		5.9.8.1	for the upwards only review of the rent reserved by such underlease on the basis and on the dates
on which the Rent is to be reviewed in this Lease



 


		5.9.8.2	prohibiting the under tenant from doing or allowing any act or thing in relation to the underlet
premises inconsistent with or in breach of the provisions of this Lease



 


		5.9.8.3	for re-entry by the underlandlord on breach of any covenant by the undertenant



 


		5.9.8.4	imposing an absolute prohibition against all dispositions of or other dealings whatever with the
Premises other than an assignment of the whole



 


		5.9.8.5	prohibiting any assignment of the whole without the prior consent of the Landlord under this Lease



 


		5.9.8.6	prohibiting the undertenant from permitting another to occupy the whole or any part of the Premises



 




    	20



    	 



    

 


		5.9.8.7	imposing in relation to any permitted assignment the same obligations for registration with the
Landlord as are contained in this Lease in relation to dispositions by the Tenant



 


		5.9.9	To enforce the performance and observance by every such undertenant of the provisions of the underlease
and not at any time either expressly or by implication to waive any breach of the covenants or conditions on the part of any undertenant
or assignee of any underlease nor (without the consent of the Landlord such consent not to be unreasonably withheld or delayed)
vary the terms or accept a surrender of any permitted underlease.



 


		5.9.10	In relation to any permitted underlease:



 


		5.9.10.1	to ensure that the rent is reviewed in accordance with the terms of the underlease



 


		5.9.10.2	not to agree a reviewed rent with the undertenant without the approval of the Landlord



 


		5.9.10.3	to give notice to the Landlord of the details of the determination of every rent review within
3 days provided that the Landlord’s approval specified above shall not be unreasonably withheld or delayed



 


		5.9.11	Within 28 days of any assignment charge underlease or any transmission or other devolution relating
to the Premises to produce for registration with the Landlord’s solicitors such deed to document or a certified copy of it
and to pay the Landlord’s solicitors reasonable charges for the registration of every such document of no more than £50
plus VAT



 


		5.9.12	Notwithstanding clause 5.9.1 the Tenant may share the occupation of the whole or any part of the
Premises with a company which is a member of the same group as the Tenant (within the meaning of Section 42 of the 1954 Act) for
so long as both companies shall remain members of that group and otherwise than in a manner that transfers or creates a legal estate



 




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		5.10	Nuisance etc and Residential Restrictions



 


		5.10.1	Not to do nor allow to remain upon the Premises anything which may be or become or cause a nuisance
annoyance disturbance inconvenience injury or damage to the Landlord or its tenants or the owners or occupiers of adjacent or neighbouring
premises



 


		5.10.2	Not to use the Premises for a sale by auction or for any dangerous noxious noisy or offensive trade
business manufacture or occupation nor for any illegal or immoral act or purpose



 


		5.10.3	Not to use the Premises as sleeping accommodation or for residential purposes nor keep any animal
fish reptile or bird anywhere on the Premises



 


		5.11	Landlords Costs



 


To pay to the Landlord on an
indemnity basis all costs fees charges disbursements and expenses (including without prejudice to the generality of the above those
payable to counsel solicitors surveyors and bailiffs) properly and reasonably incurred by the Landlord in relation to or incidental
to


 


		5.11.1	every application made by the Tenant for a consent or licence required by the provisions of this
Lease whether such consent or licence is granted or refused or proffered subject to any qualification or condition or whether the
application is withdrawn









 


		5.11.2	the preparation and service of a notice under the Landlord and Tenant [Covenants] Act 1995 Section
17 or under the Law of Property Act 1925 Section 146 or incurred by or in contemplation of proceedings under section 146 or 147
of that Act notwithstanding that forfeiture is avoided otherwise than by relief granted by the court



 


		5.11.3	the recovery or attempted recovery of arrears of rent or other sums due from the Tenant and



 


		5.11.4	any steps taken in contemplation of or in connection with the preparation and service of a schedule
of dilapidations during or within two months after the expiration of the Term (but relating in all cases to dilapidations which
occurred prior to such expiration of the Term)



 


		5.12	The Planning Acts



 


		5.12.1	Not to commit any breach of planning control (such term to be construed as it is used in the Planning
Acts) and to comply with the provisions and requirements of the Planning Acts that affect the Premises whether as to the Permitted
User or otherwise and to indemnify (both during or following the expiration of the Term) and keep the Landlord indemnified against
all liability whatsoever including cost and expenses in respect of any contravention that did not pre-exist the date of this Lease



 






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		5.12.2	At the expense of the Tenant to obtain all planning permissions and to serve all such notices as
may be required for the carrying out of any operations or user on the Premises which may constitute Development provided that no
application for planning permission shall be made without the previous consent of the Landlord (such consent not to be unreasonably
withheld or delayed) in any case where the application for an implementation of such planning permission will not create or give
rise to any tax or other fiscal liability for the Landlord or where the Tenant indemnifies the Landlord against such liability



 


		5.12.3	Subject only to any statutory direction to the contrary to pay and satisfy any charge or levy that
may subsequently be imposed under the Planning Acts in respect of the carrying out or maintenance of any such operations or the
commencement or continuance of any such user



 


		5.12.4	Notwithstanding any consent which may be granted by the Landlord under this Lease not to carry
out or make any alteration or addition to the Premises or any change of use until



 


		5.12.4.1	all necessary notices under the Planning Acts have been served and copies produced to the Landlord



 


		5.12.4.2	all necessary permissions under the Planning Acts have been obtained and produced to the Landlord
and



 


		5.12.4.3	the Landlord has acknowledged that every necessary planning permission is acceptable to it (such
acknowledgement not to be unreasonably withheld) the Landlord being entitled to refuse to acknowledge its acceptance of a planning
permission on the grounds that any condition contained in it or anything omitted from it or the period referred to in it would
be (or be likely to be) prejudicial to the Landlord's interest in the Premises whether during or following the expiration of the
Term



 




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		5.12.5	Unless the Landlord shall otherwise direct to carry out and complete before the expiration of the
Term



 


		5.12.5.1	any works stipulated to be carried out to the Premises by a date subsequent to such expiration
as a condition of any planning permission granted for any Development begun before the expiration of the Term and



 


		5.12.5.2	any Development begun upon the Premises in respect of which the Landlord shall or may be or become
liable for any change or levy under the Planning Acts



 


		5.12.6	In any case where a planning permission is granted subject to conditions and if the Landlord reasonably
so requires to provide security for the compliance with such conditions and not to implement that planning permission until security
has been provided



 


		5.13	Plans Documents and Information



 


		5.13.1	If called upon to do so to produce to the Landlord or the Surveyor all plans documents and other
evidence as the Landlord may reasonably require in order to satisfy itself that the provisions of this Lease have been complied
with



 


		5.13.2	If called upon to do so to furnish to the Landlord the Surveyor or any person acting as the third
party determining the Rent in default of agreement between the parties under any provisions for rent review contained in this Lease
such information as may reasonably be requested in writing in relation to any pending or intended step under the 1954 Act or the
implementation of any provision for rent review



 


		5.14	Indemnities



 


To be responsible for and to
keep the Landlord fully indemnified against all damage damages losses costs expenses actions demands proceedings claims and liabilities
made against or suffered or incurred by the Landlord arising directly or indirectly out of


 


		5.14.1	any act omission or negligence of the Tenant or any persons at the Premises expressly or impliedly
with the Tenant's authority and under the Tenant's control



 




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		5.14.2	any breach or non-observance by the Tenant of the covenants conditions or other provisions of this
Lease or any of the matters to which this demise is subject



 


		5.15	Encroachments



 


		5.15.1	Not to stop up darken or obstruct any windows or light belonging to the Building(s)



 


		5.15.2	To take all reasonable steps to prevent any window light opening doorway path passage pipe or other
encroachment or easement being made or acquired in against out of or upon the Premises and to notify the Landlord immediately if
any such encroachment or easement shall be made or acquired (or attempted to be made or acquired) and at the request of the Landlord
to adopt such means as shall reasonably be required to prevent such encroachment or the acquisition of any such easement



 


		5.15.3	Not in any event to place or store or leave any articles or materials of any description on the
Retained Parts (as defined in clause 5 of Part A of the Fourth Schedule)



 


		5.15.4	Not to allow at any time any vehicular or other obstruction by any employee or invitees of the
Tenant of the highways or the access and service roads or the service areas or forecourts serving the Premises or any other parts
of the Estate



 


		5.16	Yield Up



 


			At the expiration of the Term:



 


		5.16.1	To yield up the Premises in repair and in accordance with the terms of this Lease



 


		5.16.2	To give up all keys of the Premises to the Landlord



 


and


 


		5.16.3	To remove all signs erected by the Tenant in upon or near the Premises and immediately to make
good any damage caused by such removal



 


		5.17	Interest on Arrears



 


		5.17.1	If the Tenant shall fail to pay the rents or any other sum due under this Lease within 14 days
of the date due whether formally demanded or not the Tenant shall pay to the Landlord Interest on the rents or other sum from the
date when they were due to the date on which they are paid (both dates being inclusive) and such interest shall be deemed to be
rents due to the Landlord



 




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		5.17.2	Nothing in the preceding clause shall entitle the Tenant to withhold or delay any payment of the
rents or any other sum due under this Lease after the date upon which they fall due or in any way prejudice affect or derogate
from the rights of the Landlord in relation to such non-payment including (but without prejudice to the generality of the above)
under the proviso for re-entry contained in this Lease



 


		5.18	Statutory Notices Etc



 


To give full particulars to the
Landlord of any notice direction order or proposal for the Premises made given or issued to the Tenant by any local or public authority
within 7 days of receipt and if so required by the Landlord to produce it to the Landlord and without delay to take all necessary
steps to comply with the notice direction or order and at the request of the Landlord but at the cost of the Tenant to make or
join with the Landlord in making such objection or representation against or in respect of any notice direction order or proposal
as the Landlord shall deem expedient


 


		5.19	Sale of Reversion etc



 


			To permit



 


		5.19.1	the Landlord at any time to enter upon the Premises and affix and retain anywhere upon the Premises
(but not so as to obstruct access to or egress from the Premises) a notice for the sale of the Landlord's reversionary interest



 


		5.19.2	upon reasonable notice at any time during the Term prospective purchasers of or agents instructed
in connection with the sale of the Landlord's reversion or of any other interest superior to the Term to view the Premises without
interruption provided they are authorised in writing by the Landlord or its agents and provided in exercising such access as little
disturbance or interference as possible in caused to the Tenant and its Permitted User



 




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		5.20	Reletting Board



 


			To permit the Landlord at any time during the last 6 months of the Contractual Term and at any
time thereafter unless the Tenant shall have made a valid court application under Section 24 of the 1954 or otherwise be entitled
in law to remain in occupation or to a new tenancy of the Premises (or sooner if the Rent reserved by clause 4.1 or any part of
it shall be in arrear and unpaid for longer than 28 days) to enter upon the Premises and affix and retain anywhere upon the Premises
(but not so as to obstruct access to or egress from the Premises) a notice for reletting the Premises and during such period to
permit persons with the written authority of the Landlord or its agent at reasonable times of the day to view the Premises



 


		5.21	Defective Premises



 


			To give notice to the Landlord of any defect in the Premises which might give rise to an obligation
on the Landlord to do or refrain from doing any act or thing in order to comply with the provisions of this Lease or the duty of
care imposed on the Landlord pursuant to the Defective Premises Act 1972 or otherwise and at all times to display and maintain
all notices which the Landlord may from time to time reasonably require to be displayed at the Premises



 


		5.22	Landlords Rights



 


			To permit the Landlord at all times during the Term to exercise without interruption or interference
any of the rights granted to it by virtue of the provisions of this Lease



 


		5.23	The Industrial Covenants



 


			To observe and perform the Industrial Covenants



 


		5.24	Covenants under the Superior Lease



 


			To perform and observe the covenants on the part of the Landlord as tenant contained in the Superior
Lease (save such covenants as to the payment of rent and insurance and repair of the Premises) so far as the same relate to the
Premises as though the same were set out in full herein but save and except so far as the Landlord expressly covenants in this
Lease to observe and perform the same and to indemnify and keep indemnified the Landlord against all claims damages costs and expenses
in any way relating thereto



 




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		5.25	Keyholders



 


			To ensure that at all times the Landlord has written notice of the name address and home telephone
number of at least 2 keyholders of the Premises



 


		5.26	New Guarantor



 


			Within 14 days of the death during the Term of any Guarantor or of such person becoming bankrupt
or having a receiving order made against him or having a receiver appointed under the Mental Health Act 1983 or being a company
passing a resolution to wind up or enter into liquidation or having a receiver to give notice of this to the Landlord and if so
required by the Landlord at the expense of the Tenant within 28 days to produce some other person acceptable to the Landlord to
execute a guarantee in respect of the Tenant’s obligations contained in this Lease in the form of the Guarantor’s covenants
contained in this Lease



 


		6.	THE LANDLORD'S COVENANTS



 


The Landlord
covenants with the Tenant:


 


		6.1	Quiet Enjoyment



 


			To permit the Tenant peaceably and quietly to hold and enjoy the Premises without any interruption
or disturbance from or by the Landlord or any person claiming under or in trust for the Landlord



 


		6.2	Observe Superior Lease



 


		6.2.1	That the Landlord will pay the yearly rent reserved and made payable by the Superior Lease and
will observe and perform or procure the observance and performance of the tenant’s covenants and conditions therein contained
so far as the same are not required to be observed and performed by the Tenant under the covenants on its part hereinbefore contained
and will keep the Tenant indemnified against payment of the said rents and observance and performance of such covenants and conditions
so far as aforesaid and all proceedings costs claims and demands in any way relating thereto



 


		6.2.2	at the request of the Tenant to use its reasonable endeavours to enforce the covenants on the part
of the Superior Landlord contained in the Superior Lease



 




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		6.2.3	At the cost of the Tenant to use its reasonable endeavours to obtain the consent of the Superior
Landlord wherever the Tenant makes application for any consent required under this Lease where the consent of both the Landlord
and the Superior Landlord is needed by virtue of this Lease or the Superior Lease



 


		6.2.4	Not to agree to the variation of any of the terms of the Superior Lease which would be likely to
materially adversely affect the Tenant’s occupation or enjoyment of the Premises without first obtaining the Tenant’s
written consent such consent not to be unreasonably withheld or delayed



 


		6.3	Remedy of Latent Defects



 


			The Landlord must as soon as practicably possible remedy:-



 


		6.3.1	any Latent Defect relating to the structural Steelwork or foundations of the Premises



 


		6.3.2	a Latent Defect of which the Tenant has notified the Landlord in writing within the first three
years of the Term



 


		6.3.3	any want of repair within such period attributable to such Latent Defect



 


		6.4	To observe and perform its obligations contained in the Fourth Schedule



 


		7.	INSURANCE



 


		7.1	Warranty re convictions



 


The Tenant warrants that prior
to the execution of this Lease it has disclosed to the Landlord in writing any conviction judgment or finding of any court or tribunal
relating to the Tenant (or any director other officer or major shareholder of the Tenant) of such a nature as to be likely to affect
the decision of any insurer or underwriter to grant or continue insurance of any of the Insured Risks


 


		7.2	Payment of Insurance Rent



 


The Tenant covenants to pay to
the Landlord the Insurance Rent on the date of this Lease for the period from and including the Rent Commencement Date to the day
before the next policy renewal date and subsequently the Tenant shall pay the Insurance Rent on demand


 




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		7.3	Suspension of Rent



 


		7.3.1	If and whenever during the Term:



 


		7.3.1.1	the Premises or any part of them are damaged or destroyed by any of the Insured Risks except one
against which insurance may not ordinarily be arranged with an insurer of repute for properties such as the Premises unless the
Landlord has in fact insured against that risk so that the Premises or any part of them are unfit for occupation or use and



 


		7.3.1.2	save where payment of the insurance money is refused in whole or in part by reason of any act or
default of the Tenant or anyone at the Premises expressly or by implication with the Tenants authority and under the Tenant's control
the provisions of clause 7.3.2 shall have effect



 


		7.3.2	When the circumstances contemplated in clause 7.3.1 arise the Rent or a fair proportion of the
Rent according to the nature and the extent of the damage sustained shall cease to be payable until the Premises or the affected
part shall have been rebuilt or reinstated so that the Premises or the affected part are made fit for occupation or use or until
the expiration of three years from the destruction or damage whichever period is the shorter (the amount of such proportion and
the period during which the Rent shall cease to be payable to be determined by the Surveyor acting as an expert and not as arbitrator)



 


		7.4	Reinstatement and Termination if prevented:



 


		7.4.1	If and whenever during the Term:



 


		7.4.1.1	the Premises or any part of them are damaged or destroyed by any of the Insured Risks except one
against which insurance may not ordinarily be arranged with an insurer of repute for properties such as the Premises unless the
Landlord has in fact insured against that risk and



 


		7.4.1.2	save where the payment of the insurance money is refused in whole or in part by reason of any act
or default of the Tenant or anyone at the Premises expressly or by implication with the Tenants authority (and under the Tenant's
control)



 




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the Landlord shall use reasonable
endeavours to obtain all planning permissions or other permits and consents that may be required under the Planning Acts or other
statutes (if any) and from the Superior Landlord to enable the Landlord to rebuild and reinstate ("Permissions")


 


		7.4.2	Subject to the provisions of clause 7.4.3 and 7.4.4 the Landlord shall as soon as the Permissions
have been obtained or immediately where no Permissions are required apply all monies received in respect of such insurance to which
the Landlord is entitled (except such sums in respect of loss of Rent) in rebuilding or reinstating the Premises so destroyed or
damaged



 


		7.4.3	For the purposes of this clause the expression "Supervening Events" means



 


		7.4.3.1	the Landlord has failed despite using reasonable endeavours to obtain the Permissions



 


		7.4.3.2	any of the Permissions have been granted subject to a lawful condition with which in all the circumstances
it would be unreasonable to expect the Landlord to comply



 


		7.4.3.3	some defect or deficiency in the site upon which the rebuilding or reinstatement is to take place
would mean that the same could only be undertaken at a cost that would be unreasonable in all the circumstances



 


		7.4.3.4	the Landlord is unable to obtain access to the site for the purposes of rebuilding or reinstating



 


		7.4.3.5	the rebuilding or reinstating is prevented by war act of God Government action strike lock out
or



 


		7.4.3.6	any other circumstances beyond the control of the Landlord



 


		7.4.4	The Landlord shall not be liable to rebuild or reinstate the Premises if and for so long as such
rebuilding or reinstating is prevented by Supervening Events



 




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		7.4.5	If upon the expiry of 3 years commencing on the date of the damage or destruction the Premises
have not been rebuilt or reinstated so as to be fit for the Tenant's occupation and use either party by notice served at any time
within 6 months of the expiry of such period invoke the provisions of clause 7.4.6



 


		7.4.6	Upon service of a notice in accordance with clause 7.4.5



 


		7.4.6.1	the Term will absolutely cease but without prejudice to any rights or remedies that may have accrued
to either party against the other including (without prejudice to the generality of the above) any right that the Tenant may have
against the Landlord for a breach of the Landlords covenants set out in clauses 7.4.1 and 7.4.2



 


		7.4.6.2	all money received in respect of the insurance effected by the Landlord pursuant to this clause
shall as against the tenant belong to the Landlord



 


		7.5	Tenant's Insurance Covenants



 


			The Tenant covenants with the Landlord



 


		7.5.1	To comply with all the requirements of the insurers



 


		7.5.2	Not to do or omit anything that could cause any policy of insurance on or in relation to the Premises
to become void or voidable wholly or in part nor (unless the Tenant shall have previously notified the Landlord and have agreed
to pay the increased premium) anything by which additional or increased insurance premiums may become payable



 


		7.5.3	To keep the Premises supplied with such fire fighting equipment as the insurers and the fire authority
may require and to maintain such equipment to their satisfaction and in efficient working order and that at least once in every
12 months to cause any sprinkler system and other fire fighting equipment to be inspected by a competent person



 


		7.5.4	Not to store or bring on to the Premises any articles substance or liquid of a specially combustible
inflammable or explosive nature and to comply with the requirements and recommendations of the fire authority as to fire precautions
relating to the Premises



 




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		7.5.5	Not to obstruct the access to any fire fighting equipment or means of escape from the Premises
nor to lock any fire door while the Premises are occupied



 


		7.5.6	To give notice to the Landlord immediately upon the happening of any event which might affect any
insurance policy on or relating to the Premises or upon the happening of any event against which the Landlord may have insured
under this Lease



 


		7.5.7	Immediately to inform the Landlord in writing of any conviction judgement or finding of any court
or tribunal relating to the Tenant (or any director or other officer or major shareholder of the Tenant) of such a nature as to
be likely to affect the decision of any insurer or underwriter to grant or to continue any such insurance



 


		7.5.8	If at any time the Tenant shall be entitled to the benefit of any insurance on the Premises (which
is not effected or maintained in pursuance of any obligation contained in this Lease) to apply all money received by virtue of
such insurance in making good the loss or damage in respect of which such money shall have been received



 


		7.5.9	If however during the Term the Premises or any part of them are damaged or destroyed by an Insured
Risk and the insurance money under the policy of insurance effected by the Landlord pursuant to its obligation contained in this
Lease is by reason of any act or default of the Tenant or anyone at the Premises expressly or by implication with the Tenant's
authority and under the Tenant's control wholly or partially irrecoverable immediately in every such case subject to any necessary
Superior Landlords consent required (at the option of the Landlord) either



 


		7.5.9.1	to rebuild and reinstate at its own expense the Premises or the part destroyed or damaged to the
reasonable satisfaction and under the supervision of the Surveyor the Tenant being allowed towards the expenses of so doing upon
such rebuilding and reinstatement being completed the amount (if any) actually received in respect of such destruction or damage
under any such insurance policy or



 




    	33



    	 



    

 


		7.5.9.2	to pay to the Landlord on demand with Interest the amount of such insurance money so irrecoverable
in which event the provisions of clause 7.3 and 7.4 shall apply



 


		7.6	Landlords Insurance Covenants



 


			The Landlord covenants with the Tenant in relation to the policy of insurance effected by the Landlord
pursuant to its obligations contained in this Lease



 


		7.6.1	To produce to the Tenant on demand a copy of the policy and the last premium renewal receipt or
reasonable evidence of the terms of the policy and the fact that the last premium has been paid



 


		7.6.2	To procure, if possible, that the interest of the Tenant is noted or endorsed on the policy



 


		7.6.3	To notify the Tenant of any material change in the risks covered or requirements by the policy
from time to time



 


		8.	PROVISOS



 


		8.1	Re-entry



 


			If and whenever during the Term



 


		8.1.1	the rents (or any of them or any part of them) under this Lease are outstanding for 14 days after
becoming due whether formally demanded or not or



 


		8.1.2	there is a breach by the Tenant of any covenant or other term of this Lease or any document supplemental
to this Lease or



 


		8.1.3	an individual Tenant becomes bankrupt or



 


		8.1.4	a company Tenant or the Guarantor



 


		8.1.4.1	enters into liquidation whether compulsory or voluntary (but not if the liquidation is for amalgamation
or reconstruction of a solvent company) or



 


		8.1.4.2	has a receiver appointed or



 


		8.1.5	the Tenant enters into an arrangement for the benefit of its creditors or



 




    	34



    	 



    

 


		8.1.6	the Tenant has any distress or execution levied on its goods



 


the Landlord may re-enter the
Premises (or any part of them in the name of the whole) at any time (and even if any previous right of re-entry has been waived)
then the Term will absolutely cease but without prejudice to any rights or remedies which may have accrued to the Landlord against
the Tenant or the Guarantor or to the Tenant against the Landlord in respect of any breach of covenant or other term of this Lease
(including the breach in respect of which the re-entry is made)


 


		8.2	Exclusion of Use Warranty



 


			Nothing in this Lease or any consent granted by the Landlord under this Lease shall imply or warrant
that the Premises may lawfully be used under the Planning Acts for the purposes authorised in this Lease (or any purpose subsequently
authorised)



 


		8.3	Entire Understanding



 


			This Lease embodies the entire understanding of the parties relating to the Premises and to all
matters dealt with by any of the provisions of this Lease



 


		8.4	Representations



 


			The Tenant acknowledges that this Lease has not been entered into in reliance wholly or partly
on any statement or representation made by or on behalf of the Landlord except any such statement or representation that is expressly
set out in this Lease or in written replies to enquiries give by the Landlord’s Solicitors



 


		8.5	Licences etc under hand



 


			Whilst the Landlord is a limited company or other corporation all licences consents approvals and
notices required to be given by the Landlord shall be sufficiently given if given under the hand of a director the secretary or
other duly authorised officer of the Landlord or the Surveyor on behalf of the Landlord



 


		8.6	Tenant's Property



 


			If after the Tenant has vacated the Premises on the expiry of the Term any property of the Tenant
remains in or on the Premises and the Tenant fails to remove it within 7 days after being requested in writing by Landlord to do
so or if after using its best endeavours the Landlord is unable to make such a request to the Tenant within 14 days from the first
attempt so made by the Landlord



 




    	35



    	 



    

 


		8.6.1	the Landlord may as the agent of the Tenant sell such property and the Tenant will indemnify the
Landlord against any liability incurred by it to any third party whose property shall have been sold by the Landlord in the mistaken
belief held in good faith (which shall be presumed unless the contrary be proved) that such property belonged to the Tenant



 


		8.6.2	if the Landlord having made reasonable efforts is unable to locate the Tenant the Landlord shall
be entitled to retain such proceeds of sale absolutely unless the Tenant shall claim them within 6 months of the date upon which
the Tenant vacated the Premises and



 


		8.6.3	the Tenant shall indemnify the Landlord against any damage occasioned to the Premises and any actions
claims proceedings costs expenses and demands made against the Landlord caused by or related to the presence of the property in
or on the Premises



 


		8.7	Compensation on Vacating



 


Any statutory right of the Tenant
to claim compensation from the Landlord on vacating the Premises shall be excluded to the extent that the law allows


 


		8.8	Service of Notices



 


			The provisions of the Law of Property Act 1925 Section 196 as amended by the Recorded Delivery
Service Act 1962 shall apply to the giving and service of all notices and documents under or in connection with this Lease except
that Section 196 shall be deemed to be amended as follows:-



 


		8.8.1	the final words of Section 196(4) "and that service...be delivered" shall be deleted
and there shall be substituted "and that service shall be deemed to be made on the third Working Day after the registered
letter has been posted "Working Day" meaning any day from Monday to Friday inclusive other than Christmas Day Good Friday
and any statutory bank or public holiday"



 




    	36



    	 



    

 


		8.8.2	any notice or document shall also be sufficiently served on a party if served on solicitors who
have acted for that party in relation to this Lease or the Premises at anytime within the year preceding the service of the notice
or document



 


		8.8.3	any notice or document shall also be sufficiently served if sent by telex telephonic facsimile
transmission or any other means of electronic transmission to the party to be served (or its solicitors where clause 8.8.2 applies)
and that service shall be deemed to be made on the day of transmission if transmitted before 4 p.m. on a Working Day but otherwise
on the next following Working Day (as defined above)



 


			And in the clause “Party” includes the Guarantor



 


		8.9	Power to Determine



 


		8.9.1	The Tenant may terminate this Lease on the                       day of                            
(“the Break Date”) if the Tenant shall up to the time of such termination have paid Rent and performed and observed
the covenants contained in this Lease by giving notice in writing (“the Break Notice”) to the Landlord not less than
six months before the Break Date



 


		8.9.2	If a Break Notice is given in accordance with clause 8.9.1 this Lease will terminate on the Break
Date but without prejudice to the respective rights of either party in respect of any antecedent claim or breach of covenant



 


		8.10	Jurisdiction



 


This Lease shall be construed
and governed by the Laws of England and Wales to the exclusive jurisdiction of whose Courts the parties hereto unconditionally
submit


 


		8.11	Rights of Third Parties



 


              This
Lease does not create any right enforceable by any person not a party to it who is not the Landlord for the time being or the Tenant
for the time being or (where relevant) the Guarantor for the time being


 




    	37



    	 



    

 


		9.	New Lease



 


This Lease
is a new tenancy for the purposes of Section 1 of the Landlord & Tenant (Covenants) Act 1995


 


IN WITNESS
WHEREOF the parties hereto have executed this Lease as a deed the day and year first before written


 


FIRST
SCHEDULE


 


Part I


 


(Rights
Reserved)


 


		1.	The free and uninterrupted passage of water and soil through the pipes drains and watercourse and
of electricity, gas and other services through the Pipes which are now or may at any time during the Term be in on or under or
passing through the Premises for the benefit of the remainder of the Estate and any adjoining or neighbouring property and every
part thereof with the right to construct and maintain new services for the benefit of the remainder of the Estate and any adjoining
or neighbouring property and every part thereof the right to repair and maintain and renew such existing and new services and the
right at any time but (except in emergency) after giving reasonable notice to enter upon the Premises in the exercise of such rights



 


		2.	Full right and liberty at any time hereafter or from time to time to execute works services and
erections and buildings upon or to alter, demolish or rebuild any of the erections services or buildings erected on the remainder
of the Estate and any adjoining or neighbouring property or any part thereof providing the Landlord is acting reasonably and to
use the remainder of the Estate and any adjoining neighbouring property or buildings erected or to be erected thereon in such manner
as the Landlord acting reasonably shall think fit notwithstanding that the access of light or air to the Premises may be interfered
with or that access to the Premises may be unavoidably temporarily obstructed provided that the Landlord or the person exercising
such rights shall make good all damage occasioned thereby and shall abate an appropriate amount of rent for any part of the Premises
temporarily inaccessible by reason of such works



 




    	38



    	 



    

 


		3.	The right (upon reasonable prior notice except in emergency) to enter upon the Premises so far
as may be necessary for the purpose of executing repairs or alteration to and maintaining the Retained Parts or to the remainder
of the Estate and any adjoining or neighbouring property owned by the Landlord or any part thereof



 


		4.	The right of support and protection from the Premises for the remainder of the Estate and any adjoining
or neighbouring property and every part thereof



 


		5.	The right at any time during the Term at reasonable times and upon 48 hours written notice except
in cases of emergency to enter (or in cases of emergency to break and enter) the Premises



 


		5.1	to exercise any of the rights granted to the Landlord elsewhere in this Lease



 


		5.2	to inspect the condition and state of repair of the Premises



 


		5.3	to take schedules or inventories of fixtures and fittings and other items to be yielded up on the
expiry of the Term



 


		6.	The right with the Surveyor at any time at convenient hours and on reasonable prior notice to enter
and inspect and measure the Premises for all purposes connected with any pending or intended step or action under the 1954 Act
or the implementation of the provisions for rent review



 


		7.	The right to vary alter or change the route leading to and from the Premises or close or build
upon the Access Roads forming part of the Estate provided that the Landlord shall provide or maintain suitable alternate access
to and from the Premises



 


		8.	The right in case of emergency for itself or others the occupiers or Tenants of the remainder of
the Estate and their visitors or licensees to gain egress through such parts of the Premises (if any) as are classified and maintained
as fire exits or emergency escape routes



 


Part
II


 


(Rights Granted)






 


		1.	The free and uninterrupted passage of water and soil through the pipes drains and watercourse and
of electricity, gas and other services through the Pipes which are now or may at any time during the Term be in or under or passing
through or over the other parts of the Estate or any adjoining or neighbouring property of the Landlord



 




    	39



    	 



    

 


		2.	All necessary rights of subjacent and lateral support and protection for the Premises



 


		3.	A right (upon reasonable prior notice except in emergencies) to enter onto the remainder of the
Estate so far as may be necessary for the purpose of executing repairs to and maintaining the Premises and a right to enter into
such part of the Building in which meters are housed in relation to mains service supplies provided that the Tenant or the person
exercising such rights shall make good all damage occasioned thereby to the remainder of the Estate



 


		4.	A right of way over the Access Roads for the Tenant or any persons expressly or impliedly authorised
by him at all times and for all purposes connected with such Tenant's use and enjoyment of the Premises and so far only as is necessary
and to load and unload in the Access Roads without causing congestion or any permanent or unnecessary obstruction



 


		5.	The right at all usual times of business to park motor vehicles in the parking areas coloured red
on the Plan or in other such places as the Landlord acting reasonably may from time to time designate together with the right to
casual parking in such other parking spaces which the Landlord may provide and designate from time to time and which may be available



 


		6.	All necessary rights in the event of fire or other similar emergency to use the fire and emergency
exits with the necessary egress to a place of safety



 


THE
SECOND SCHEDULE


 


Rent Review


 


		1.	DEFINITIONS



 


			For all purposes of this schedule the terms defined in this paragraph shall have the meanings specified



 


		1.1	“The Base Figure” means being the amount of the latest index figure of the index last
published before the date of this Lease



 




    	40



    	 



    

 


		1.2	“the Index” means the Index of Retail Prices published by H M Stationary Office or
any official publication substituted for it



 


		1.3	“The New Rent” means that rent to apply after the relevant Review Date until the next
Review Date



 


		1.4	“The Revised Rent” means the rent determined in accordance with this schedule



 


		1.5	“The Review Date Figure” means the amount of the latest index figure of the Index last
published before the relevant Review Date



 


		2.	The New Rent



 


		2.1	The New Rent shall be whichever is the higher of:



 


		2.1.1	An increase of 3% of the Rent then payable and



 


		2.1.2	The Revised Rent



 


		2.2	If the relevant Review Date is not a rent payment day the Tenant shall on that Review Date pay
to the Landlord the amount by which one months rent at the rate payable on the immediately preceding rent payment day is less than
one months Rent at the rate of the New Rent apportioned on a daily basis for that part of the month during which the New Rent is
payable



 


		3.	Revised Rent



 


			The Revised Rent shall be the amount to be determined at the Review Date by multiplying the Initial
Rent by the Review Date Figure and dividing the result by the Base Figure



 


		4.	Provisos



 


		4.1	In the event of any change after the date of this Lease in the reference base used to complete
the Index the figure taken to be shown in the Index after the change shall be the figure which would have been shown in the Index
if the reference base current at the date of this Lease had been retained



 


		4.2	In the event of it becoming impossible by reason of any change after the date of this Lease in
the methods used to compile the Index or for any other reason whatsoever to calculate the Revised Rent by reference to the Index
or if any dispute or question whatsoever arises between the parties to this Lease with respect to the amount of the Revised Rent
or with respect to the construction or effect of this clause the dispute or question shall be determined by a valuer acting as
an expert who shall have full power to determine on such dates as he shall deem apposite what would have been the Review Date Figure
had the Index continued on the basis and giving the information assumed to be available for the operation of this Schedule



 




    	41



    	 



    

 


		5.	Notification of the Revised Rent 



 


		5.1	The Landlord shall obtain copies of the Index and shall supply the Tenant with a copy of the latest
publication of the Index before the Review Date together with a calculation of the amount of the Revised Rent



 


		5.2	Within one month of receipt of the Tenant shall in writing acknowledge receipt of the copy and
statement and state whether or not he agrees with the calculation



 


		6.	Default Provision



 


		6.1	If the Tenant fails to acknowledge the Landlords calculation of the amount of the Revised Rent
within one month or the procedure laid down in this Schedule is not complied with the Revised Rent shall be the amount stated in
the Landlords calculation



 


		6.2	If it is impossible to determine the Revised Rent in accordance with paragraph 3 of this Schedule
then the Revised Rent shall be determined in accordance with paragraph 4.2 of this Schedule



 


		7.	Payment of the New Rent



 


		7.1	The Tenant shall continue to pay the previous Rent payable in accordance with the terms of this
Lease until ascertainment of the Revised Rent



 


		7.2	Upon ascertainment of the Revised Rent the New Rent shall be payable from the Review Date and the
Tenant shall pay the New Rent until the next relevant Review Date



 


		7.3	Upon ascertainment of the Revised Rent the Tenant shall forthwith pay to the Landlord the amount
of any difference between the rent immediately payable before that Review Date and the New Rent for the period between the Review
Date and the ascertainment of the New Rent with interest at the Interest Rate calculated on a daily basis from the date of ascertainment
of the New Rent to the date of payment



 





		8.	Memorandum of New Rent



 


			When the New Rent have been ascertained in accordance with this Schedule memoranda of the amounts
shall be endorsed on this Lease and the counterpart of it and shall be signed by or on behalf of the Landlord the Tenant and the
Superior Landlord



 





    	42



    	 



    

 


THE
THIRD SCHEDULE


 


The Industrial
Covenants


 


		1.	User.



 


		1.1	To use the Premises for the Permitted User only



 


		1.2	Not to cease carrying on business in the Premises or leave the Premises continuously unoccupied
for more than 1 month without



 


		1.2.1	notifying the Landlord and



 


		1.2.2	providing such caretaking or other security arrangements as the Landlord shall reasonably require
and the insurers shall require in order to protect the Premises from vandalism theft damage or unlawful occupation



 


		2.	Smoke Abatements



 


		2.1	To ensure that every furnace boiler or heater at the Premises (whether using solid liquid or gaseous
fuel) is constructed and used so as substantially to consume or burn the smoke arising from it



 


		2.2	Not to cause or permit any grit or noxious or offensive effluvia to be emitted from any engine
furnace chimney or other apparatus on the Premises without using the best possible means for preventing or counteracting such emission



 


		2.3	To comply with the provisions of the Clean Air Acts 1956 and 1968 the Control of Pollution Act
1974 and the Environmental Protection Act 1996 and with the requirements of any notice of the local authority served under them



 


		3.	Pollution



 


			Not to permit to be discharged into any Pipes serving the Premises or to be spilled or deposited
on the Premises or any neighbouring or adjoining land



 




    	43



    	 



    

 


		3.1	Any oil or grease or any deleterious objectionable dangerous poisonous noxious or explosive matter
or substance and to take all reasonable measures to ensure that any effluent discharged into the Pipes will not be corrosive or
otherwise harmful to the Pipes or cause obstruction or deposit in them or



 


		3.2	Any fluid of a poisonous or noxious nature or other kind likely to or that does in fact destroy
sicken or injure the fish or contaminate or pollute the water of any stream or river



 


		3.3	Any controlled or special waste or any other substance that may produce concentrations or accumulations
of noxious gases or noxious liquids that may cause pollution of the environment or harm to human health



 


		4.	Roof and Floor Weighting



 


		4.1	Not to bring or permit to remain upon the Premises any safes machinery goods or other articles
which shall or may strain or damage the Premises or any part of it



 


		4.2	Not without the consent of the Landlord to suspend any weight from the portal frames stanchions
or roof purlins of the Premises or use the same for the storage of goods or place any weight on them



 


		4.3	On the application by the Tenant for the Landlord's consent under paragraph 4.2 the Landlord shall
be entitled to consult and obtain the advice of an engineer or other person in relation to the roof or floor loading proposed by
the Tenant and the Tenant shall repay to the Landlord on demand the fee of such engineer or other person



 


		5.	Machinery



 


		5.1	To keep all plant apparatus and machinery (including any boilers and furnaces) upon the Premises
properly maintained and in good working order and for that purpose to employ reputable contractors for the regular periodic inspection
and maintenance of them



 


		5.2	To renew all working and other parts as and when necessary or when recommended by such contractors



 


		5.3	To ensure by directions to the Tenants staff and otherwise that such plant apparatus and machinery
are properly operated and



 


		5.4	To avoid damage to the Premises by vibration or otherwise



 




    	44



    	 



    

 


		6.	Signs



 


			At all times to display and maintain a suitable sign showing the Tenant's trading name and business
of the size and kind specified by the Landlord at points designated within the Estate by the Landlord



 


		7.	Parking



 


			Not to permit any vehicles belonging to it or to any persons calling at the Premises expressly
or by implication with its authority to stand on or obstruct the Access Roads



 


		8.	Regulations



 


			To comply with all reasonable regulations made by the Landlord from time to time for the management
of the Estate



 


THE
FOURTH SCHEDULE


 


Service
Charge


 


PART A


 


Definitions


 


		1.	"Services" means the services facilities and amenities specified in Part C of this Schedule



 


		2.	"Annual Expenditure" means



 


		2.1	all costs expenses and outgoings whatever properly incurred by the Landlord during a Financial
Year in or incidental to providing all or any of the Services and



 


		2.2	all sums reasonably and properly incurred by the Landlord during a Financial Year in relation to
the matters specified in Part D of this Schedule ("the Additional Items")



 


and any
VAT payable on such items (save where such VAT is recoverable by the Landlord) but


 


		2.3	excluding any expenditure in respect of any part of the Estate for which the Tenant or any other
Tenant shall be wholly responsible and excluding any expenditure that the Landlord shall recover or which shall be met under any
policy of insurance maintained by the Landlord pursuant to its obligations in this Lease



 


		3.	"Computing Date" means 1st August in every year of the Term or such other date as the
Landlord may from time to time nominate and "Computing Dates" shall be construed accordingly



 


		4.	"Financial Years" means the period



 


		4.1	from the commencement of the Term to and including the first Computing Date and subsequently



 




    	45



    	 



    

 


		4.2	between 2 consecutive Computing Dates (including the first Computing Date but excluding the second
Computing Date in the period)



 


		5.	"Retained Parts" mean all parts of the Estate not constructed or adapted for letting
including (but without prejudice to the generality of the above):



 


		5.1	any rooms and storage premises used in connection with the provision of services for the Estate



 


		5.2	all Pipes equipment and apparatus used in the Building (except such as are within and solely serve an individual unit which
is let or constructed or adapted for letting)



 


		5.3	Such parts of the structure walls foundations and roofs of the Building that are not included in the Premises and that would
not be included in the Premises demised by leases of all the other units in the Building if let on the same terms as this Lease



 


PART B


 


Performance
of the Services and Payment


 


of the
Service Charge


 


		6.	Performance of the Services



 


			Subject to the Tenant paying to the Landlord the Service Charge the Landlord shall perform the
Services throughout the Term provided that the Landlord shall not be liable to the Tenant in respect of :



 


		6.1	any failure or interruption in any of the Services by reason of repair replacement maintenance
of any installations or apparatus or their damage or destruction or by reason of mechanical or other defect or breakdown or frost
other inclement conditions or shortage of fuel materials water or labour or any other cause beyond the Landlord's control save
as to the extent that any such failure or interruption could have been prevented or shortened by the exercise of proper care attention
and diligence and skill by the Landlord or those undertaking the Services on behalf of the Landlord and provided that the Landlord
uses and continues to use its reasonable endeavours to restore the Services in question as quickly as possible



 




    	46



    	 



    

 


		6.2	any act omission or negligence of any person undertaking the Services or any of them on behalf
of the Landlord provided that this paragraph shall not be construed as relieving the Landlord from liability for breach by the
Landlord of any covenants on the part of the Landlord contained in this Lease



 


		7.	Payment of the Service Charge



 


		7.1	For each Financial Year, the Tenant must pay to the Landlord on account of the Service Charge the
sum of £2,500 or such other sum as the Landlord's Surveyor certifies to be fair and reasonable having regard to the likely
amount of the Service Charge. That sum shall be paid in advance by bankers order (as for Rent), without deduction or set off by
equal monthly instalments on the rent payment days, the first instalment or proportionate part thereof for the period from the
rent commencement date to the next rent payment day being paid on the execution thereof. During any Financial Year the Surveyor
may revise the contribution on account of the service charge for that Financial Year so as to take into account any actual or expected
increase in expenditure, and as soon as reasonably practicable after such revisions the Surveyor must certify the amount of the
revised contribution



 


		7.2	The Landlord shall as soon as convenient after each Computing Date prepare and serve on the Tenant
an account showing the Annual Expenditure for the Financial Year ending on that Computing Date and containing a fair summary of
the expenditure referred to in it and upon such account being certified by the Surveyor it shall be conclusive evidence for the
purposes of this lease of all matters of fact referred to in the account except in the case of manifest error



 


		7.3	The Tenant shall be entitled at any time at its own expense to inspect any vouchers, bills and
receipts relating to the Annual Expenditure



 


		7.4	With the account prepared and served under the provisions of paragraph 7.2 of this Schedule the
Landlord will furnish the Tenant with an account of the service charge payable by him for that Financial Year, credit being given
for payments made on account. Within 14 days of the furnishing of such an account, the Tenant must pay the service charge or the
balance of any balance of it payable, to the Landlord. The Landlord must allow to the Tenant any amount overpaid by him against
future payment of the Service Charge, whether on account or not. At the end of the Financial Year current at the end of the Term
the Landlord must repay to the Tenant any outstanding overpayment of the Service Charge.



 




    	47



    	 



    

 


		7.5	The Tenant shall pay the Service Charge each Financial Year within 14 days after service upon it
of the account certified by the Surveyor as provided by paragraph 7.1 of this Schedule



 


		8.	Variations



 


			The Landlord may withhold add to extend vary or make any alteration in the rendering of the Services
or any of them from time to time provided that the same complies with the principles of good estate management and is reasonable
in all the circumstances



 


PART
C


 


The Services


 


		9.	Maintaining etc Retained Parts



 


			Maintaining repairing renewing where beyond economic repair and reinstating and where appropriate
treating washing down painting and decorating the Retained Parts



 


		10.	Maintaining etc apparatus plant machinery etc



 


			Inspecting servicing maintaining repairing amending overhauling replacing where beyond economic
repair and insuring (save in so far as insured under other provisions of this lease) all apparatus plant machinery and equipment
within the Retained Parts from time to time including (without prejudice to the generality of the above) all (if any) lifts and
lift shafts stand-by generators and boilers and closed-circuit television



 


		11.	Maintaining etc Pipes



 


			Maintaining repairing cleansing emptying draining and renewing where necessary for the purpose
of repair only all Pipes within the Retained Parts



 




    	48



    	 



    

 


		12.	Maintaining etc Fire Alarms etc



 


			Maintaining and renewing where necessary for the purposes of repair only any fire alarms and ancillary
apparatus and fire prevention and fire fighting equipment and apparatus in the Retained Parts



 


		13.	Cleaning etc Retained Parts



 


			Cleaning treating heating and lighting the Retained Parts to such standard as the Landlord may
from time to time consider adequate



 


		14.	Fixtures Fittings, etc



 


			Supplying providing purchasing hiring maintaining renewing where beyond economic repair replacing
where necessary for the purposes of repair only repairing servicing overhauling and keeping in good and serviceable order and condition
all fixtures and fittings bins receptacles tools appliances materials equipment and other things which the Landlord may deem desirable
or necessary for the maintenance appearance upkeep or cleanliness of the Estate or any part of the Estate



 


		15.	Other Services



 


			Any other services relating to the Estate or any part of the Estate provided by the Landlord from
time to time and not expressly mentioned which shall at any time during the Term be in keeping with the principles of good estate
management



 


PART D


 


The Additional
Items


 


		16.	Fees



 


		16.1	The reasonable and proper fees and disbursements (and any VAT payable on them save where recoverable
by the Landlord) of :



 


		16.1.1	the Surveyor and other individual firm or company employed or retained by the Landlord for (or
in connection with) such surveying or accounting functions or the management of the Estate



 


		16.1.2	the managing agents (whether or not the Surveyor) for or in connection with:



 


		16.1.2.1	the management of the Estate



 




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		16.1.2.2	the collection of the rents and all other sums due to the Landlord from the tenants of the Estate



 


		16.1.2.3	the performance of the Services and any other duties in and about the Estate or any part of it
relating to (without prejudice to the generality of the above) the general management administration security maintenance protection
and cleanliness of the Estate



 


		16.1.3	any individual firm or company valuing the Estate for the purposes of assessing the full cost of
rebuilding and reinstatement



 


		16.1.4	any individual firm or company providing caretaking or security arrangements and services to the
Estate as a whole



 


		16.1.5	any other individual firm or company employed or retained by the landlord to perform (or in connection
with) any of the Services or any of the functions or duties referred to in this paragraph



 


PROVIDED that such fees and expenses
shall not relate to collecting arrears of rent negotiating new lettings or negotiations or other matters relating to rent reviews
or dilapidations


 


		16.2	The reasonable and proper fees of the Landlord for any of the Services or the other functions and
duties referred to in paragraph 16.1 above that shall be undertaken by the Landlord and not by a third party



 


		17.	Contracts for Services



 


			The cost of entering into any contracts for the carrying out of all or any of the Services and
other functions and duties that the Landlord may in its absolute discretion deem desirable or necessary



 


		18.	Outgoings



 


			All taxes assessments duties charges impositions and outgoings which are now or during the Term
shall be charged assessed or imposed on:



 


		18.1	the whole of the Estate where there is no separate charge assessment or imposition on or in respect
of an individual unit



 




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		18.2	the whole of the Retained Parts or any part of them including



 


		19.	Electricity Gas etc



 


			The cost of supply of electricity gas oil or other fuel for the provision of the Services and for
all purposes in connection with the Retained Parts



 


		20.	Road Charges etc



 


			The expense or contribution to cost of making repairing maintaining and rebuilding and cleaning
the Access Roads and any ways roads pavements or structures Pipes or anything which may belong to or be used for the Estate or
any part of it exclusively or in common with other neighbouring or adjoining premises



 


		21.	Regulations



 


			The costs charges and expenses of preparing and supplying to the tenants copies of any regulation
made by the Landlord to the Estate or the use of it



 


		22.	Statutory etc Requirements



 


			The cost of taking all steps deemed desirable or expedient by the Landlord for complying with making
representations against or otherwise contesting the incidence of the provisions of any statute byelaw or notice concerning town
planning public health highways streets drainage or other matters relating to or alleged to relate to the Estate or any part of
it for which any tenant is not directly and exclusively liable



  


		23.	Nuisance



 


			The cost of the Landlord of abating a nuisance in respect of the Estate or any part of it in so
far as the same is not the liability of any individual tenant



 


		24.	Interest



 


			Any reasonable and proper interest and fees in respect of money borrowed to finance the provisions
of the Services of the Additional Items



 




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		25.	Anticipated Expenditure



 


			Such Provision (if any) for the anticipated expenditure in respect of any of the Services or the
Additional Items as the Landlord shall in its reasonable discretion consider appropriate.



 


THE
FIFTH SCHEDULE


 


Guarantors
Covenants


 


		1.	That as between the Guarantor and the Landlord the liability of the Guarantor will be as principal
debtor and covenantor



 


		2.	That the Tenant will at all times during the Term (and as well after as before any disclaimer of
this Lease) duly and punctually pay the rents as herein provided and will observe and perform all the tenant's covenants and the
conditions contained in this Lease



 


		3.	That if at any time during the Term the Tenant defaults in paying any of the rents or in observing
or performing any of the covenants and conditions contained in this Lease the Guarantor will pay such rents and observe and perform
the covenants and conditions in respect of which the Tenant is in default and pay and make good to the Landlord on demand all losses
damages and costs and expenses sustained by the Landlord through the default of the Tenant notwithstanding:-



 


		3.1	any time or indulgence granted by the Landlord to the Tenant or any neglect or forbearance of the
Landlord in enforcing the payment of rents or the observance or performance of the Tenant's covenants or other terms of this Lease
or any refusal by the Landlord to accept rents tendered by or on behalf of the Tenant at a time when the Landlord was entitled
(or would after the service of a notice under Section 146 of the Law of Property Act 1925 have been entitled) to re-enter the Premises



 


		3.2	that the terms of this Lease may have been varied by agreement between the parties



 


		3.3	that the Tenant may have surrendered part of the Premises in which event the liability of the Guarantor
hereunder shall continue in respect of the parts of the Premises not so surrendered after making any necessary apportionments under
the Law of Property Act 1925 s.140



 


		3.4	that the Tenant may have ceased to exist



 




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		3.5	any other act or thing whereby but for this provision the Guarantor would have been released



 


		4.	If at any time during the Term the Tenant (being an individual) becomes bankrupt or (being a company)
goes into liquidation and the trustee in bankruptcy or liquidator disclaims this Lease or if this Lease is forfeited then this
Schedule will remain in full force and effect notwithstanding such event and the Guarantor will if the Landlord shall by notice
in writing within 60 days after such disclaimer or forfeiture so require take from the Landlord a lease of the Premises for a term
commensurate with the residue of the Contractual Term which would have remained had there been a disclaimer or forfeiture at the
same Rent then being payable and subject to the same covenants and conditions as are reserved by and contained in this Lease to
take effect from the date of the said disclaimer or forfeiture and in such case the Guarantor shall pay the costs of such new Lease
and execute and deliver to the Landlord a counterpart thereof



 


		5.	The parties agree that this guarantee shall only subsist for such period and extend to such liabilities
restrictions and other requirements as may be permitted by the Landlord and Tenant (Covenants) Act 1995



 


	SIGNED AS A DEED AND DELIVERED by	)
	 	 
	by WALLINGFEN PARK LIMITED acting	)
	 	 
	by two Directors or a Director and its Secretary	)
	 	 
	Director:- /s/ M.K. Kendall	 
	 	 
	Director/Secretary:- /s/ June Jarvis	 
	 	 
	SIGNED AS A DEED AND DELIVERED by	)
	 	 
	LAKELAND INDUSTRIES EUROPE	)
	 	 
	LIMITED acting by two Directors or a Director	)
	 	 
	and its Secretary:-	)
	 	 
	Director: /s/ Martin Lill	 
	 	 
	Director/Secretary /s/ Martin Watkin	 


 




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