Exhibit 10.12 


 


Confidential Materials omitted.


Double asterisks denote omissions.


 


DATED                                           
2019


 


 


 


 


	AG
    HEXAGON BV
	 
	and
	 
	SMARTKEM
        LIMITED 



 


 


 


 


 


 


 


 


 


 


 



 


 


LEASE 


OF 


The
Whole of the 8th Floor, Hexagon Tower, Manchester, M9 8GP 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 







	

         

         

        GREENBERG
        TRAURIG, LLP

        The
        Shard, 8th Floor

        32
        London Bridge Street

        London
        SE1 9SG






 






     


     


    




 


TABLE
OF CONTENTS


 




	1.     Interpretation	1
	2.     DEMISE
    AND RENT	4
	3.     TENANTS'
    COVENANTS	4
	4.     LANDLORD'S
    COVENANTS	15
	5.     PROVISOS	16
	6.     TENANT'S
    OPTION TO DETERMINE	20
	7.     NOTICES	20
	8.     VAT	21
	9.     LANDLORD
    AND TENANT (COVENANTS) ACT 1995	21
	10.   DELIVERY
    AS A DEED	21
	11.   RIGHTS
    OF THIRD PARTIES	21
	12.   ADDITIONAL
    CHARGES	21
	13.   JURISDICTION	22
	schedule 1
    Premises	23
	schedule 2
    Rights granteD	24
	schedule 3
    Rights reserved	25
	schedule 4
    Encumbrances	26
	schedule 5
    Service Charge	27
	schedule 6
    Covenants by the Surety	30
	schedule 7
    Authorised Guarantee Agreement	32
	schedule 8
    Additional Services	34
	schedule 9
    Utility and Lab Gases Charge	35


 






    	 	i	 



     


    




 


PRESCRIBED
CLAUSES


 


	LR1.	Date
    of lease	                                                          2019
	LR2.	Title
    number(s)	 
	LR2.1	Landlord's
    title number(s)	GM823547
    and MAN127745
	LR2.2	Other
    title numbers	None
	LR3.	Parties
    to this lease	 
	 	Landlord	AG
    Hexagon BV a company registered in the Netherlands (registered
    number 64764192) whose registered office is at Prinsengracht 919, Amsterdam, 1017KD, Netherlands
	 	Tenant	SMARTKEM
                                         LIMITED a company
                                         registered in England and Wales (registered number 06652152) whose registered office
                                         is at Optic Technium Ffordd William Morgan, St. Asaph Business Park, St. Asaph, Clwyd,
                                         LL17 0JD

         

	 	Other
    parties	None
	LR4.	Property	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.
	 	 	The
    property described as the “Premises” in clause 1 and schedule 1 of this Lease.
	LR5.	Prescribed
    statements etc.	The
    Premises as defined in clause 1.1
	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.	Not
    applicable.
	LR5.2	This
    lease is made under, or by reference to, provisions of:	Not
    applicable.
	LR6.	Term
    for which the Property is leased	The
    Term is defined in clause 1.1
	LR7.	Premium	None
	LR8.	Prohibitions
    or restrictions on disposing of this lease	The
    Lease contains a provision that prohibits or restricts dispositions



 






    	 	i	 



     


    










 











	LR9.	Rights
    of acquisition etc.	 
	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
	LR10.	Restrictive
    covenants given in this lease by the Landlord in respect of land other than the Property 	None
	LR11.	Easements	 
	LR11.1	Easements
    granted by this lease for the benefit of the Property 	The
    rights and matters set out in schedule 2
	LR11.2	Easements
    granted or reserved by this lease over the Property for the benefit of other property 	The
    rights and matters set out in schedule 3
	LR12.	Estate
    rent charge burdening the Property 	None.
	LR13.	Application
    for standard form of restriction	None
	LR14.	Declaration
    of trust where there is more than one person comprising the Tenant	Not
    applicable








 






    	 	ii	 



     


    

 





THIS
LEASE is dated                                                                    2019
and made between:


 


		(1)	the
                                         Landlord as set out in clause LR3; and



 


		(2)	the
                                         Tenant as set out in clause LR3



 


IT
IS AGREED that:


 


		1.	Interpretation



 


		1.1	In
                                         this Lease the following words and expressions have the meanings set opposite them:



 


"Additional
Charges" means the charges (if any) payable by the Tenant to the Landlord for the provision of the Additional Services;


 


"Additional
Services" means any or all of those services set out in schedule 8;


 


"adjoining
or neighbouring premises" includes the Building other than the Premises;


 


"associated
company" means a company in the same group of companies as the Tenant as defined by section 42 Landlord and Tenant Act
1954;


 


"Authorised
Guarantee Agreement" means an agreement between the Landlord and the Tenant entered into by the Tenant as covenantor
in the circumstances set out in clause 3.21 and containing the provisions set out in schedule 7 hereto;


 


"Building"
means the building known as Hexagon Tower, Crumpsall Vale, Blackley, Manchester as shown edged red on Plan 2 and comprising the
whole of the land and building comprised in Title Number GM823547 and MAN127745 and including any future extensions, alterations
or additions to it;


 


"Car
Park" means the car park at the Building;


 


"Common
Parts" means any entrances, entrance halls, lifts (including lift shafts), stairs, escalators, passageways, landings,
lavatory accommodation, Conducting Media and other parts of the Building available or intended to be available for use in common
by two or more of the Landlord's tenants of the Building;


 


"Conducting
Media" means tanks, pipes, cables, wires, meters, drains, sewers, gutters and other things of a similar nature for the
passage of electricity, gas, water, soil and other services;


 


"Encumbrances"
means the matters contained or referred to in the documents identified in schedule 4;


 


"End
Date" means                                                                    2022
or (if earlier) the date on which the Term is determined;


 


"Environment"
means land air and water and any of those media;


 


"Environmental
Legislation" means the Health and Safety at Work etc Act 1974, the Environmental Protection Act 1990, the Water Resources
Act 1991, the Environment Act 1995 and any other statute of a similar nature in force at any time during the Term;


 


"the
EPB Regulations" means the Energy Performance of Buildings (Certificates and Inspectors) (England and Wales) Regulations
2012 and all amendments and revisions and ‘EPC’ means an Energy Performance Certificate as defined in the EPB
Regulations


 






    	 	1	 



     


    




 


"Group
Company" means in relation to any company any other company in the same group of companies as that company within the
meaning of Section 42 of the Landlord and Tenant Act 1954;


 


"Hazardous
Substances" means dangerous hazardous toxic or highly flammable substances materials effluents or waste pollutants contaminants
or radioactive substances genetically modified organisms micro-organisms and any substances whether natural or artificial solid
or liquid gas or vapour or any mixture thereof which may cause harm to the health of any living organisms or may interfere with
the ecological systems of which they form part or may cause harm to property or which may result in the pollution of the Environment;


 


"Insurance
Rent" means a fair proportion (to be determined by the
Landlord acting reasonably) of the cost to the Landlord in effecting the insurances set out in clause 4 (including the cost of
obtaining a valuation of the Building for insurance purposes);


 


"Insured
Risks" means fire, lightning, explosion, impact, earthquake, storm, tempest, flood, bursting or overflowing of water
tanks or pipes, damage to underground water, oil or gas pipes or electricity wires or cables, subsidence, ground slip, heave,
riot, civil commotion, strikes, labour or political disturbances, malicious damage, aircraft and aerial devices and articles dropped
accidentally from them, acts of terrorism and such other risk against which the Landlord may reasonably insure from time to time,
and Insured Risk means any one of the Insured Risks;


 


"Lab
Gases" means such laboratory gases and laboratory steam as may be delivered through centrally piped systems in the Building
or via cylinders to certain laboratories in it including some or all of the Lab Space;


 


"Lab
Space" means the part of the Premises used and designated for use as laboratories;


 


"Landlord"
includes the person or persons for the time being entitled to the reversion immediately expectant on the Term;


 


"Parking Licence Arrangement" [**];


 


"Permitted
Use" means office and laboratory use within Class B1 of
the Town and Country Planning (Use Classes) Order 1987;


 


"Plan"
means the plans appropriately numbered and annexed to this Lease;


 


"Planning
Acts" means and includes the "Planning Acts" as defined in section 117 Planning and Compulsory Purchase Act
2004 together with that Act and all other legislation from time to time imposing controls on the development or use of land;


 


"Premises"
means the premises more fully defined in schedule 1;


 


"Prescribed
Rate" means four per cent per annum above the base rate for the time being of Barclays Bank PLC or (in the event of such
rate ceasing to be published) at such equivalent rate as the Landlord shall notify to the Tenant;


 






    	 	2	 



     


    

 


"Previous
Lease" means:


 


		(a)	the
                                         lease dated 17 July 2015 between (1) Mars Pension Trustees Limited and (2) Smartkem Limited
                                         demising premises on the 8th floor of the Building; and



 


		(b)	the
                                         supplemental lease dated 30 March 2017 between (1) Mars Pension Trustees Limited and
                                         (2) Smartkem Limited demising rooms 8-10 on the 8th floor of the Building,



 


and
any documents supplemental or collateral to these leases;


 


"Rent"
means the annual rent due of:





 


[**] 

 





"Rent
Commencement Date" means the Term Commencement Date;


 


"Service
Charge" has the meaning give to it in schedule 5 hereto;


 


"Structure"
means the exterior and main structure of the Building including the foundations, roofs, main walls, ceilings and floors (but excluding
any glass, false ceilings, all internal plaster and other finishes of walls or ceilings save where internal to any Common Parts
and any floorboards and floor coverings);


 


"Tenant"
includes the successors in title and assigns of the Tenant;


 


"Term"
means a term commencing on the Term Commencement Date and ending on the End Date;


 


"Term
Commencement Date" means 2019;


 


"Uninsured
Damage" means damage to or destruction of the whole or any part of the Premises by any risks expressly specified in the
definition of the Insured Risks which renders the Premises unfit for occupation and use or inaccessible and which -


 


(i)       is
not insured because insurance is not or ceases to be available or is not available in the London insurance market at economic
rates; or


 


(ii)       is
not insured or fully insured by reason of any condition, exclusion or limitation which may be imposed by the Landlord's insurers
but does not include any excess,


 


such
that the full cost of reinstatement is not recoverable by the Landlord under the insurance policy but not including damage by
any risk which is not insured or is not fully insured against (or damage where insurance is vitiated or insurance monies are wholly
or partly irrecoverable) by reason of the act, omission, identify or use of the Premises by the Tenant or anyone at the Building
with the express or implied consent of the Tenant and under the Tenant’s control;


 


"Utilities"
means drainage, electricity, gas, fuel oil, energy of any other type, water, the provision of lab gases and all other utility
services; and


 






    	 	3	 



     


    

 


"VAT"
means Value Added Tax and any other tax of a similar nature.


 


		1.2	In
                                         this Lease unless there is something in the context inconsistent therewith:



 


		1.2.1	words
                                         importing the masculine gender shall include the feminine gender and vice versa and words
                                         importing the singular shall include the plural and vice versa and words importing persons
                                         and all references to persons shall include companies, corporations and firms and vice
                                         versa;



 


		1.2.2	if
                                         at any time two or more persons are included in the expression the “Landlord”
                                         or "Tenant" then covenants contained in this Lease or implied by or on the
                                         part of that party shall be deemed to be and shall be construed as covenants entered
                                         into by and binding on such persons jointly and severally;



 


		1.2.3	where
                                         the Tenant is placed under a restriction by this Lease it includes an obligation not
                                         to permit or allow the restriction to be infringed;



 


		1.2.4	references
                                         to "lease" shall include "underlease" and vice versa.



 


		2.	DEMISE
                                         AND RENT



 


The
Landlord DEMISES unto the Tenant with full title guarantee ALL
THOSE the Premises TOGETHER with the particular rights set out in schedule 2 hereto so far as the Landlord has the power
to grant the same BUT EXCEPT AND RESERVED AND SUBJECT to the particular rights and matters set out in schedule 3 hereto AND
SUBJECT ALSO to such other rights, easements, quasi easement and privileges as are enjoyed by any adjoining or neighbouring premises
in any manner affecting the Premises AND SUBJECT ALSO to the matters contained or referred to in the Encumbrances TO HOLD the
Premises unto the Tenant (together with but except and reserved and subject as above) for the Term YIELDING AND PAYING to the
Landlord during the Term and so in proportion for any less time than a year without any deductions therefrom whatsoever the following
rents namely:


 


		2.1	from
                                         the Rent Commencement Date the Rent by BACS or standing order by equal quarterly payments
                                         in advance on the four usual quarter days in each year of which the first payment (being
                                         the due proportion for the period commencing on the Rent Commencement Date and ending
                                         on the day prior to the next usual quarter day thereafter) shall be paid on or before
                                         the Rent Commencement Date;



 


		2.2	as
                                         additional rent the Service Charge calculated in accordance with schedule 5 and
                                         payable as therein set out;



 


		2.3	within
                                         14 days of written demand as additional rent the Insurance Rent;



 


		2.4	the
                                         Additional Charges at the times and in the manner specified in clause 12; and



 


		2.5	VAT
                                         on the rents reserved by this Lease payable at the time such rents are payable.



 


		3.	TENANTS'
                                         COVENANTS



 


The
Tenant to the intent that the obligations created shall continue throughout the whole of the Term COVENANTS
with the Landlord as follows:


 


		3.1	Pay
                                         Rent



 






    	 	4	 



     


    

 


		3.1.1	To
                                         pay the Rent at the times and in the manner required by clause 2 without deduction
                                         or set off and by bankers standing order or similar form of bank transfer if so required
                                         by the Landlord to a bank in the United Kingdom.



 


		3.1.2	To
                                         pay all rents and other sums when they first fall due under this Lease whilst the Term
                                         is vested in the Tenant whether or not such rents or other sums relate to a period before
                                         the Term became vested in such Tenant.



 


		3.2	Pay
                                         outgoings



 


		3.2.1	To
                                         pay and keep the Landlord fully indemnified from and against all liability for all rates,
                                         taxes, charges, duties, levies, assessments, impositions, the cost of supplying Utilities
                                         to the Premises and outgoings of whatever nature (whether parliamentary, parochial, local
                                         or of any other description) which are now or may become rated taxed charged levied assessed
                                         or imposed upon the Premises or the owner, landlord, tenant or occupier of the Premises
                                         and whether or not required to be paid by the Tenant himself but “taxes”
                                         does not include Value Added Tax or taxes imposed on the Landlord in respect of the yearly
                                         rent reserved by this Lease or in respect of the ownership of or a disposal of the interest
                                         in immediate reversion to this Lease.



 


		3.3	Repair
                                         and decorate



 


		3.3.1	(Damage
                                         by the Insured Risks or Uninsured Damage always excepted unless the policy or policies
                                         of insurance effected by the Landlord against them shall be rendered void or payment
                                         of the insurance moneys be refused in whole or in part by reason of or arising out of
                                         any act, omission, neglect or default by the Tenant or any subtenant or other person
                                         under the control of the Tenant or any subtenant) to keep the Premises including all
                                         means of escape therefrom in case of fire or other emergency and Conducting Media forming
                                         part of and serving the Premises in good and substantial repair and well and substantially
                                         maintained and in good decorative and clean condition with the glass cleaned both inside
                                         and (unless such cleaning is being undertaken as part of the Landlord's services pursuant
                                         to schedule 5) outside at least once a month.



 


		3.3.2	(Without
                                         prejudice to the generality of the above obligations of the Tenant) in a good and workmanlike
                                         manner to the reasonable satisfaction of the Landlord whenever reasonably necessary and
                                         also in the last three months of the Term (however and whenever it may terminate) to
                                         decorate in a good and proper manner using good quality materials that are appropriate
                                         to the Premises including all appropriate preparatory work to the Landlord's reasonable
                                         satisfaction and in the case of painting in the last three months of the Term the Landlord
                                         shall have the right to insist on a particular colour scheme being used.



 


		3.4	Statutory
                                         works



 


		3.5	To
                                         execute all works required by or by virtue of any Act of Parliament or by any local or
                                         public authority to be done in or in respect of the Premises.



 


		3.6	Observe
                                         legislation



 


To
observe and perform all requirements of any Act of Parliament, local Act or bylaw and notices issued under such legislation or
by any public, local or other competent authority (whether or not required of the Tenant himself) in any way affecting the Premises
or any thing in or any activity carried on by persons resorting to or working or employed at the Premises or the use and occupation
of the Premises within the time limited by law or the notice requiring the same (or if no time is so limited then within a reasonable
time) to the reasonable satisfaction of the Landlord.


 






    	 	5	 



     


    

 


		3.7	Yield
                                         up



 


Quietly
to surrender and yield up the Premises to the Landlord (or as the Landlord may direct) at the end or sooner determination of the
Term in a state and condition in all respects in accordance with the covenants on the part of the Tenant contained in this Lease
and:


 


		3.7.1	unless
                                         otherwise required by the Landlord, at the Tenant's expense to remove from the Premises
                                         any alterations or additions to the Premises made during or prior to the Term; and



 


		3.7.2	to
                                         hand over to the Landlord all keys relating to the Premises.



 


		3.8	Entry
                                         by Landlord



 


		3.8.1	To
                                         permit the Landlord and others authorised by the Landlord after at least three days'
                                         prior notice (except in an emergency when no notice need be given) to enter upon the
                                         Premises to view and inspect the Premises and ascertain how the Premises are being used
                                         and occupied and their state and condition and to take schedules of all landlord's fixtures
                                         and fittings and to estimate the current value of the Premises for insurance, mortgage
                                         or other purposes.



 


		3.8.2	Whenever
                                         on any such inspection anything is found which constitutes a breach, non-performance
                                         or non-observance of the covenants on the part of the Tenant contained in this Lease
                                         and of which the Landlord gives notice to the Tenant to commence to remedy and make good
                                         the same within one month of the date of such notice (or sooner if necessary) and thereafter
                                         proceed diligently with the requisite works but if the Tenant shall fail so to do to
                                         permit the Landlord if it so desires (although the Landlord shall be under no obligation
                                         so to do) without prejudice to the Landlord's right of re-entry or any other right or
                                         remedy of the Landlord to enter upon the Premises with contractors, workmen and others
                                         and all necessary equipment, tools and materials and to execute or complete such works
                                         and to pay to the Landlord on written demand either during or on completion of such works
                                         as the Landlord may require the costs and expenses properly incurred by the Landlord
                                         together with all solicitors', surveyors' and other professional fees and expenses properly
                                         incurred by the Landlord in relation to such works.



 


		3.9	Entry
                                         by adjoining owners



 


To
permit the Landlord and others authorised by the Landlord and the tenants, owners or occupiers from time to time of any adjoining
or neighbouring premises and their respective agents and contractors to enter upon the Premises with workmen and others and all
necessary equipment, tools and materials after at least three days' prior notice (except in an emergency when no prior notice
need be given) in order to carry out repairs, alterations, additions, decorations or any other works to or of any adjoining or
neighbouring premises which cannot reasonably be carried out without entry on to the Premises PROVIDED ALWAYS that the persons
so entering shall cause as little inconvenience as possible to the Tenant or other the occupiers of the Premises and shall with
the minimum of delay make good all damage caused to the Premises to the Tenant’s reasonable satisfaction.


 






    	 	6	 



     


    

 


		3.10	Costs
                                         of default



 


To
pay all proper costs, charges and expenses (including solicitors' costs and bailiffs', architects' and
surveyors' fees) reasonably payable by the Landlord for the purposes of and incidental to the preparation, service and enforcement
(whether by proceedings or otherwise) of:


 


		3.10.1	any
                                         notice under section 146 or 147 Law of Property Act 1925 requiring the Tenant to remedy
                                         a breach of any of the Tenant's obligations hereunder notwithstanding forfeiture for
                                         any such breach shall be avoided otherwise than by relief granted by the Court;



 


		3.10.2	any
                                         notice to repair or schedule of dilapidations accrued at or prior to the end or sooner
                                         determination of the Term or not whether served during the Term or within 3 months of
                                         the end of the Term;



 


		3.10.3	the
                                         payment of any arrears in the rents reserved by this Lease;



 


		3.10.4	the
                                         consideration of applications for consent under clause 3.12 of this Lease;



 


		3.10.5	the
                                         consideration of applications for consent under clauses 3.21 or 3.22 of this Lease;



 


and
in default of payment all such sums shall be recoverable as rent in arrears.


 


		3.11	User



 


		3.11.1	Not
                                         to use the Premises other than for the Permitted Use.



 


		3.11.2	Not
                                         to use the Premises in any other manner or for any other purpose or for any immoral or
                                         unlawful purpose or for any sale by auction



 


		3.11.3	The
                                         Tenant acknowledges that nothing in this Lease constitutes a warranty that the above
                                         uses comply or will continue to comply with the Planning Acts and the Tenant shall not
                                         be entitled to any relief or compensation whatsoever from the Landlord in that respect.



 


		3.11.4	Neither
                                         the Tenant nor any subtenant nor any person under the control of the Tenant or any subtenant
                                         shall overload any floor of or lift in or serving the Premises or pass or leave anything
                                         of a harmful nature through or in the basins or water-closets of or any Conducting Media
                                         in or serving the Premises (whether exclusively or jointly with other premises) or do
                                         anything at the Premises which shall be or may become a nuisance (whether indictable
                                         or not) or which shall cause any damage or disturbance to the Landlord or the owners,
                                         tenants or occupiers from time to time of any adjoining or neighbouring premises.



 


		3.12	Alterations



 


		3.12.1	Not
                                         to carry out any alterations to the Premises externally or of a structural nature whatsoever.



 


		3.12.2	Non-structural
                                         alterations to the Premises shall be carried out only after there has first been obtained
                                         the written consent of the Landlord such consent not to be unreasonably withheld or delayed
                                         all necessary approvals, consents, licences, permits or permissions of any competent
                                         authority, body or person and then only strictly in accordance with their terms and conditions
                                         and with such drawings and specifications of the relevant alteration, addition or other
                                         works as the Landlord shall require and previously have approved in writing such consent
                                         not to be unreasonably withheld or delayed and to remove any such alterations on expiry
                                         or sooner determination of the Lease.



 






    	 	7	 



     


    

 


		3.12.3	When
                                         making alterations which are permitted by the Landlord or by the provisions of this clause
                                         3.12 to use reasonable endeavours:



 


		(a)	to
                                         do so in a good and workmanlike manner;



 


		(b)	to
                                         treat and maintain all materials in accordance with their manufacturers' instructions
                                         and recommendations; and



 


		(c)	to
                                         avoid any adverse impact on the EPC rating,



 


		3.12.4	If
                                         the Tenant carries out alterations to any plant equipment or services which affect the
                                         energy, water or waste efficiency of such plant equipment or services, to provide such
                                         information about the energy, water or waste efficiency of the altered plant or equipment
                                         as the Landlord shall reasonably require.



 


		3.12.5	To
                                         permit the Landlord and others authorised by the Landlord to enter upon the Premises
                                         on reasonable prior written notice (save in the case of emergency where no notice will
                                         be required) at reasonable hours during the daytime for the purpose of seeing that all
                                         alterations, additions or other works are being or have been carried out in all respects
                                         in conformity with this clause and immediately upon being required to do so to remove
                                         any alteration, addition or other works of or to the Premises which do not so conform
                                         or in respect of which any such approvals, consents, licences, permits or permissions
                                         of the competent authority, body or person has been withdrawn or has lapsed and thereupon
                                         make good all damage caused to the Premises and restore and reinstate all affected parts
                                         of the Premises to the reasonable satisfaction of the Landlord.



 


		3.12.6	If
                                         any alterations or additions are made to the Premises (whether or not the consent of
                                         the Landlord was required), immediately following completion of such works to give written
                                         notice to the Landlord together with full plans and specifications of such works.



 


		3.12.7	Before
                                         any alterations or additions are made to the Premises (whether or not the consent of
                                         the Landlord is required), to communicate particulars of such alterations or additions
                                         to the Landlord so that the Landlord may forward them to the insurance office with which
                                         the Premises are insured and to obtain the consent of such insurance office to such alterations
                                         or additions.



 


		3.12.8	To
                                         pay as additional rent any sums which the Landlord may expend in additional premiums
                                         for the insurance of the Premises by reason of any alterations or additions made to the
                                         Premises by the Tenant.



 


		3.13	Signage



 


No
fascia, sign, name plate, bill, notice, placard, advertisement or similar device shall be affixed to or displayed in or on any
part of the Premises so as to be visible from the exterior other than those indicating the name of any occupier for the time being
and his business and which have (with their size and positioning) been previously approved by the Landlord in writing such approval
not to be unreasonably withheld or delayed.


 


		3.14	Aerials,
                                         etc



 


No
television or wireless or other form of mast or aerial nor any flagpole shall be affixed to any part of the exterior of the Premises
other than those which have (with their positioning) been previously approved by the Landlord in writing such approval not to
be unreasonably withheld or delayed.


 






    	 	8	 



     


    

 


		3.15	Common
                                         Parts



 


Not
to obstruct the Common Parts of the Building or use them in such a way as to cause nuisance or annoyance to any other person.


 


		3.16	Planning
                                         Acts



 


		3.16.1	Without
                                         prejudice to the generality of clause 3.4 fully to observe and perform all the requirements
                                         of the Planning Acts in respect of the Premises or its use and all the requirements of
                                         any approval, consent, licence, permit or permission granted under the Planning Acts
                                         which remain lawfully enforceable and affect the Premises.



 


		3.16.2	No
                                         application shall be made for any approval, consent, licence, permit, permission, certificate
                                         or determination under the Planning Acts in respect of the Premises without the prior
                                         written consent of the Landlord such consent not to be unreasonably withheld or delayed.



 


		3.16.3	Unless
                                         the Landlord shall otherwise direct in writing to carry out to the reasonable satisfaction
                                         of the Landlord during the Term (however and whenever it may terminate) all works to
                                         the Premises which as a condition of any such approval, consent, licence, permit or permission
                                         obtained by or on behalf of the Tenant or any subtenant are required to be carried out
                                         at the Premises by a date after the Term (however and whenever it may terminate).



 


		3.17	Statutory
                                         Notices



 


To
give the Landlord a copy of every notice of whatsoever nature affecting or likely to affect the Premises made given or issued
by or on behalf of the local planning authority or any other authority, body or person having lawful jurisdiction within seven
days of its receipt by the Tenant or any subtenant and to produce the original to the Landlord on written request and to take
all reasonable and necessary steps to comply with every such notice And if so required in writing by or on behalf of the Landlord
to make or join with the Landlord and any other persons for the time being interested in the Premises or any adjoining or neighbouring
premises in making such objections or representations against or in respect of any such notice as the Landlord may reasonably
require.


 


		3.18	Insurer's
                                         requirements



 


		3.18.1	Nothing
                                         of a noxious, dangerous, explosive or inflammable nature shall be stored, placed or kept
                                         or remain on the Premises (save for in the normal course of the Tenant's business, in
                                         which circumstances such things of a noxious, dangerous, explosive or inflammable nature
                                         shall be kept, stored, placed, remain or used on the Premises in accordance with manufacturers'
                                         guidelines and good industry practice) nor shall any other thing be done in or about
                                         the Premises which does or may invalidate or render void or voidable or cause any increased
                                         premium to be payable for any policy of insurance maintained by the Landlord in respect
                                         of the Premises or any adjoining or neighbouring premises.



 


		3.18.2	To
                                         repay to the Landlord within 14 days of written demand an amount equal to any such increased
                                         premium as may become so payable as a result of the act or omission of the Tenant.



 






    	 	9	 



     


    

 


		3.18.3	If
                                         the Premises or any other premises shall be destroyed or damaged as a result of any matter
                                         referred to in subclause 3.18.1 of this clause or as a result of any act, omission,
                                         neglect or default by or on the part of the Tenant or any subtenant or any person under
                                         the control of the Tenant or any subtenant as a result of which any policy of insurance
                                         maintained by the Landlord is rendered void or payment of the insurance money is refused
                                         in whole or in part to pay to the Landlord on written demand or otherwise make good to
                                         the Landlord all loss, damage and expense so incurred.



 


		3.18.4	To
                                         insure the Premises against the Tenant's occupiers' and third party liability risks.



 


		3.18.5	To
                                         maintain the insurance required by clause 3.18.4 with a substantial insurer of repute
                                         and at the Landlord's reasonable request to produce to it copies of all relevant policies,
                                         or satisfactory evidence of their terms, and evidence that the last premium has been
                                         paid.



 


		3.18.6	If
                                         the Tenant does not maintain the insurance required by this clause 3.18.4 the Landlord
                                         may do so and the Tenant shall repay to it within 14 days of demand all monies spent
                                         by it in doing so together with the Prescribed Rate from the date of written demand to
                                         the date of repayment.



 


		3.18.7	If
                                         the Tenant is entitled to the benefit of any insurance on or in respect of the Premises
                                         or the Building, other than the insurances required by this Lease, to apply all money
                                         received from it in making good the loss or damage for which the money is received.



 


		3.19	To
                                         Let board



 


To
permit the Landlord during the period of six months immediately preceding the end or sooner determination of the Term (and at
any time during the Term in the event of any proposed disposal by the Landlord of its interest in the Premises) to affix and retain
on any part of the Premises (but not so as materially to interfere with any trade or business carried on thereat or with reasonable
access of light and air) notices and boards relating to any proposed disposal by the Landlord of its interest in the Premises
or for reletting or otherwise dealing with the same and to permit all persons with written authority from the Landlord or the
Landlord's agents to inspect and view the Premises at reasonable times of the day by previous appointment.


 


		3.20	Prohibited
                                         alienation



 


The
Tenant shall not assign, transfer, underlet, part with or share possession or occupation, mortgage or charge any part (as opposed
to the whole) of the Premises nor (without prejudice to clauses 3.21
and 3.22) part with or share possession or occupation of the whole of the Premises (which is expressly prohibited) and the Tenant
shall not permit or suffer any such dealing.


 


		3.21	Assignment



 


		3.21.1	Not
                                         to assign the whole of this Lease except in accordance with this clause.



 


		3.21.2	Not
                                         to assign the whole of the Premises without the prior written consent of the Landlord
                                         (such consent not to be unreasonably withheld or delayed) provided that the Landlord
                                         shall be entitled:



 






    	 	10	 



     


    

 


		(a)	to
                                         withhold its consent in any of the circumstances set out in subclause 3.21.4;



 


		(b)	to
                                         impose all or any of the matters set out in subclause 3.21.5 as a condition of its
                                         consent.



 


		3.21.3	The
                                         provisos to subclause 3.21.1 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.



 


		3.21.4	The
                                         circumstances referred to in subclause 3.21.2(a) are as follows:



 


		(a)	where
                                         in the opinion of the Landlord the value of the Landlord's reversion to the Premises
                                         would be diminished or otherwise adversely affected by the proposed assignment on the
                                         assumption (whether or not a fact) that the Landlord wished to sell its reversion the
                                         day following completion of the assignment of this Lease to the proposed assignee;



 


		(b)	where
                                         in the reasonable opinion of the Landlord the assignee is not of sufficient financial
                                         standing to enable it to comply with the tenant's covenants in the Lease;



 


		(c)	where
                                         the assignee enjoys diplomatic or state immunity;



 


		(d)	where
                                         the assignee is not resident in a jurisdiction where reciprocal enforcement of judgments
                                         exists;



 


		3.21.5	The
                                         conditions referred to in subclause 3.21.2(b) are as follows:



 


		(a)	the
                                         execution and delivery to the Landlord prior to the assignment in question of a deed
                                         of guarantee (being an Authorised Guarantee Agreement);



 


		(b)	the
                                         payment to the Landlord of all rents and other sums which have fallen due under the Lease
                                         prior to the date of assignment (save in respect of any element of the same that is subject
                                         to a bona fide dispute);



 


		(c)	the
                                         giving of any requisite consent of any superior landlord or mortgagee and the fulfilment
                                         of any lawful condition of such consent;



 


		(d)	where
                                         reasonable so to request, the execution and delivery to the Landlord prior to the assignment
                                         of a rent deposit deed in such form as the Landlord shall reasonably require together
                                         with the payment by way of cleared funds of the sum specified in the rent deposit deed;



 


		(e)	where
                                         reasonable so to request, the execution and delivery to the Landlord of a deed of guarantee
                                         entered into by one or more third party guarantors reasonably acceptable to the Landlord
                                         incorporating the provisions of schedule 6;



 






    	 	11	 



     


    

 


		3.22	Subletting



 


		3.22.1	The
                                         Tenant may not sublet the whole of the Premises without the prior written consent of
                                         the Landlord (such consent not to be unreasonably withheld or delayed) and subject to
                                         the provisions of subclauses 3.22.2, 3.22.3, 3.22.4, and 3.22.5 of this clause.



 


		3.22.2	The
                                         Tenant shall not sublet the Premises or agree to sublet the Premises otherwise than at
                                         the higher of: (i) the best rent then reasonably obtainable with vacant possession on
                                         the open market without fine or premium; and (ii) the Rent reserved under this Lease
                                         immediately prior to such subletting and every permitted underlease (whether mediate
                                         or immediate) of the whole of the Premises shall (so far as applicable):



 


		(a)	contain
                                         covenants by the subtenant in the same form as those contained in clauses 3.20,
                                         3.21 and 3.22;



 


		(b)	be
                                         for a contractual term shorter than the Term;



 


		(c)	include
                                         such covenants of the underlessee as are not inconsistent with or impair the due performance
                                         and observance of the covenants of the Tenant in this Lease.



 


		3.22.3	Before
                                         or at the same time as any underletting of the whole of the Premises shall be effected
                                         the proposed subtenant shall enter into direct covenants with the Landlord in such form
                                         as the Landlord shall require to observe and perform all the covenants and agreements
                                         on the part of the Tenant and the stipulations and conditions contained in this Lease
                                         (other than the payment of the Rent) during the term of the underlease.



 


		3.22.4	Subject
                                         and without prejudice to the other provisions of this clause there shall be no underletting
                                         of the whole of the Premises without the prior written consent of the Landlord such consent
                                         not to be unreasonably withheld or delayed.



 


		3.22.5	Any
                                         sublease must be validly contracted out of the security of tenure provisions of the Landlord
                                         and Tenant Act 1954 and copies of the relevant notice and statutory declaration must
                                         be provided to the Landlord prior to the completion of any sublease.



 


		3.23	Sharing
                                         Occupation



 


Notwithstanding
clause 3.20 where the Tenant is a company incorporated in England
and Wales, the Tenant may share occupation of the Premises with any Group Company of the Tenant provided that no relationship
of the Landlord and Tenant is created and the sharing occupation is to cease immediately that the Group Company ceases to be a
Group Company of the Tenant.


 


		3.24	Registration
                                         of dealings



 


Within
21 days of every assignment or transfer (whether by deed, will or otherwise) and every mortgage or charge and every permitted
underletting of the Premises and upon every other disposition or transmission or devolution of the Premises (including all Orders
of Court, Probates and Letters of Administration and group sharing) notice shall be given to the Landlord's solicitors with the
date and short particulars of the dealing and the names and addresses of every party and at the same time the deed, document or
instrument creating or evidencing the dealing shall be produced to the Landlord's solicitors for registration (with a certified
copy for retention by the Landlord) and to pay the Landlord’s solicitors a registration fee of £50 plus VAT for each
such registration.


 






    	 	12	 



     


    

 


		3.25	Enforcement
                                         of sublease



 


		3.25.1	Not
                                         without the consent of the Landlord such consent not to be unreasonably withheld or delayed
                                         to vary the terms or waive the benefit of any covenant of the sublessee or condition
                                         in a sublease of the Premises.



 


		3.25.2	Not
                                         without the consent of the Landlord (such consent not to be unreasonably withheld) to
                                         accept a surrender of any sublease of the Premises



 


		3.25.3	Diligently
                                         to enforce the covenants of the sublessee and the conditions in any sublease of the Premises
                                         or the sub-let part (as the case may be) and (if reasonably required by the Landlord)
                                         to exercise by way of enforcement the powers of re-entry in the sublease



 


		3.25.4	Not
                                         without the consent of the Landlord to accept any sum or payment in kind by way of commutation
                                         of the rent payable by any sublease of the Premises or the sub-let premises



 


		3.25.5	Not
                                         to accept the payment of rent from a sublessee of the Premises or the sub-let premises
                                         otherwise than by regular quarterly (or more frequent) payments in advance



 


		3.25.6	Duly
                                         and punctually to exercise all rights (if any) to revise the rent reserved by any sublease
                                         of the Premises or the sub-let premises



 


		3.26	Encroachments



 


		3.26.1	Neither
                                         the Tenant nor any subtenant shall effect, authorise or permit any encroachment upon
                                         or acquisition of any right, easement, quasi-right, quasi-easement or privilege adversely
                                         affecting the Premises or any closing or obstruction of the access of light or air to
                                         any windows or openings of the Premises nor shall the Tenant nor any subtenant give any
                                         acknowledgement to any third party that the enjoyment of access of light or air is by
                                         the consent of such third party or give any consideration to any third party or enter
                                         into any agreement with any third party for the purpose of inducing or binding such third
                                         party to abstain from obstructing the access of light or air.



 


		3.26.2	If
                                         any such encroachment or acquisition or closing or obstruction shall be threatened or
                                         attempted to give notice of the dealing to the Landlord as soon as the same comes to
                                         the knowledge of the Tenant or of any subtenant and upon request by the Landlord to take
                                         immediate steps (in conjunction with the Landlord and other interested persons if the
                                         Landlord shall so require) and to adopt all such lawful means and do all such lawful
                                         things as the Landlord may reasonably deem appropriate for preventing any such encroachment
                                         or acquisition.



 


		3.27	Costs
                                         of applications



 


To
pay all proper costs and expenses (including surveyors' fees and solicitors' charges and all disbursements) incurred or payable
by the Landlord in respect of every application to the Landlord for any consent or approval hereunder whether or not such consent
or approval is granted or refused or the application for same is withdrawn unless such consent is unlawfully withheld.


 






    	 	13	 



     


    

 


		3.28	Observe
                                         Encumbrances



 


To
observe and perform the agreements, covenants and stipulations contained or referred to in the Encumbrances in
so far as the same are still subsisting and capable of being enforced against the Premises or the owner, landlord, tenant or occupier
of the Premises (other than any that are personal covenants of the Landlord) and to keep the Landlord throughout the Term fully
indemnified against all actions, proceedings, costs, claims, demands, expenses and liability in any way relating such matters.


 


		3.29	Hazardous
                                         and damaging substances



 


Not
to allow any hazardous or damaging substance (including water) to escape from the Premises and to make good and pay compensation
for any damage caused by any escape that occurs.


 


		3.30	Contamination



 


To
keep the Landlord indemnified in respect of any costs and liabilities arising as a result of or in connection with the presence
in or under the Premises or any adjoining premises through any act or default of the Tenant or of any subtenant or licensee of
the Tenant or of anyone acting under the direction or control of the Tenant of any Hazardous Substances or any controlled waste
as defined in the Environmental Protection Act 1990 including any costs and liabilities relating to the cleaning or removal of
any substance.


 


		3.31	EPB
                                         Regulations



 


		3.31.1	To
                                         comply with the EPB Regulations in so far as they relate to the Premises.



 


		3.31.2	To
                                         provide to the Landlord within 14 days of written demand documentary evidence of compliance
                                         by the Tenant with the EPB Regulations from time to time including without limitation
                                         any EPC relating to the Premises and the recommendations issued with such EPC.



 


		3.31.3	Without
                                         limitation to clause 3.31.1 to co-operate with the Landlord on request in the preparation
                                         amendment or revision of an EPC for the Premises or for any other adjacent building or
                                         building of which the Premises forms part or the implementation of any recommendations
                                         made in a report issued with such an EPC including allowing such access to the Premises
                                         as is reasonably necessary for such purposes.



 


		3.31.4	To
                                         pay for and to indemnify the Landlord against all costs relating to the preparation amendment
                                         or revision of an EPC for the Premises or for any building of which the Premises forms
                                         parts and compliance with any duty or obligations on any person under the EPB Regulations
                                         arising as a result or consequence of -



 


		(a)	any
                                         alteration or extension of the Premises by the Tenant;



 


		(b)	any
                                         proposed sale transfer assignment subletting or change of occupation of the Premises
                                         by the Tenant (without prejudice to the restrictions imposed by this Lease on any such
                                         proposal); or



 


		(c)	any
                                         other action or proposed action of the Tenant;



 






    	 	14	 



     


    

 


including
the Landlord’s own internal management costs and including the provision of
prior security for such costs in such sum as the Landlord shall reasonably require;


 


		3.32	Compliance
                                         with Landlord's Regulations



 


To
observe any reasonable regulations made by the Landlord and notified in writing to the Tenant having as
their object the safety, promotion, maintenance, management and general amenity of the Building.


 


		3.33	Indemnity



 


To
indemnify the Landlord against all liability arising as a result of the breach, non-observance or non-performance
by the Tenant of its covenants and the conditions in this lease and/or by any act, default or negligence of the Tenant or any
person deriving title under the Tenant or their respective agents, employees or licensees provided that the Landlord shall take
reasonable steps to mitigate its loss.


 


		3.34	Previous
                                         Lease



 


		3.34.1	To
                                         observe and perform the tenant’s covenants contained in the Previous Leases until
                                         the Term Commencement Date of this Lease and the Tenant will remain liable for any outstanding
                                         obligations (including excess service charge liability) under any Previous Lease.



 


		3.34.2	If
                                         the Landlord so requires the Tenant will remove any alterations carried out by the Tenant
                                         during the Term of any Previous Lease (including anything fixed to the Premises and any
                                         partitioning erected) or during any period of occupation by the Tenant or any predecessor
                                         of the Tenant under a previous lease or tenancy) and make good any damage caused by that
                                         removal.



 


		3.34.3	The
                                         Tenant’s obligations under clauses 3.3 and 3.7 should be interpreted with reference
                                         to the date of commencement of the Previous Leases;



 


		4.	LANDLORD'S
                                         COVENANTS



 


The
Landlord COVENANTS with the Tenant as follows:


 


		4.1	Insure



 


		4.1.1	To
                                         insure and (unless such insurance shall become void or payment of the insurance moneys
                                         shall be refused in whole or in part by reason of any act, omission, neglect or default
                                         by or on the part of the Tenant or any subtenant or other person under the control of
                                         the Tenant or any subtenant) to keep insured and to pay all premiums for insuring and
                                         keeping insured the Building (whether or not with other premises) against loss or damage
                                         by the Insured Risks together with insurance against:



 


		(a)	architects',
                                         surveyors' and other professional advisers' fees at the usual scales current for the
                                         time being and the cost of demolition and site clearance consequent upon rebuilding or
                                         reinstatement; and



 


		(b)	three
                                         years' loss of the Rent and Service Charge or loss of the Rent and Service Charge for
                                         such period as the Landlord shall in its absolute discretion deem necessary for the rebuilding
                                         or reinstatement of the Building taking into account any likely increases in such rents
                                         during such period.



 






    	 	15	 



     


    

 


		4.1.2	If
                                         the Premises shall at any time or times be destroyed or damaged by any of the Insured
                                         Risks to apply all such moneys (except moneys received in respect of loss or damage of
                                         or to such adjoining or neighbouring premises or any fixtures and fittings liability
                                         to third parties or loss of rent) as the Landlord may receive under or by virtue of such
                                         insurance in rebuilding or reinstating the Building or such parts as may have been damaged
                                         or destroyed as expeditiously as possible (subject always to the Landlord being able
                                         to obtain all such approvals, consents, licences, permits and permissions from any superior
                                         landlord or other competent authorities and all such materials and labour as may be necessary
                                         for such rebuilding and reinstatement).



 


		4.1.3	The
                                         obligation to reinstate will not apply and the Landlord will be entitled to retain any
                                         insurance proceeds received from the insurance for its own benefit where the whole or
                                         any part of the insurance proceeds are withheld due to the act or default of the Tenant
                                         or the Landlord is prevented from reinstating as a result of not being able to obtain
                                         any approvals, consents, licences, permits and permissions from the superior landlord
                                         or other competent authorities or any materials and labour as may be necessary for such
                                         rebuilding and reinstatement) (having used all reasonable endeavours to obtain the same).



 


		4.1.4	To
                                         produce to the Tenant within a reasonable time following demand (but not more than once
                                         in every year) a copy of the Landlord’s insurance policy in respect of the Building.



 


		4.2	Quiet
                                         enjoyment



 


That
the Tenant paying the Rent and all other moneys which may become payable hereunder by the Tenant and observing and performing
the several covenants and agreements on the Tenant's part and the conditions and stipulations contained in this Lease shall and
may peaceably hold and enjoy the Premises during the Term in accordance with the provisions of this Lease without any lawful interruption
by the Landlord or any person lawfully claiming under or in trust for the Landlord.


 


		4.3	Provide
                                         services



 


Unless
prevented by strikes, lockouts, unavailability of materials or labour or by any other matter outside the control of the Landlord,
the Landlord shall use all reasonable endeavours to carry out the works and to provide the services referred to in schedule 5
hereto throughout the Term in a proper and efficient and economic manner in accordance with the principles of good estate management
and without imposing any unfair or unreasonable burden on the Tenant and (where appropriate) using good and suitable materials.


 


		5.	PROVISOS



 


PROVIDED
ALWAYS AND IT IS AGREED as follows:


 


		5.1	Interest
                                         on late payments



 


		5.1.1	Whenever
                                         the whole or any part of the Rent (whether formally or legally demanded or not) or any
                                         other moneys which may become payable hereunder by the Tenant to the Landlord shall remain
                                         unpaid after becoming due and payable then the amount or the balance for the time being
                                         unpaid shall (without prejudice to the Landlord's right of re-entry or any other right
                                         or remedy of the Landlord) as from the due date for payment and until the same is duly
                                         paid bear and carry the interest thereon (as well after as before any judgment) at the
                                         Prescribed Rate;



 






    	 	16	 



     


    

 


		5.1.2	In
                                         the event of there being any breach by the Tenant of the covenants on its part contained
                                         in this Lease and the Landlord having notified the Tenant in writing that by reason of
                                         such breach the Rent will not be accepted for the time being then the amount or the balance
                                         for the time being outstanding shall (but without prejudice as mentioned above) as from
                                         the date of the notice served by the Landlord in respect of such breach or (if later)
                                         from the due date for payment until the date on which payment is tendered by the Tenant
                                         following the remedying of such breach bear and carry interest thereon (as well after
                                         as before any judgment) at the Prescribed Rate;



 


and
the Tenant accordingly COVENANTS with the Landlord that in every such case the Tenant will pay such interest thereon to the Landlord
in addition to the Rent and other moneys (as well after as before any judgment) at the Prescribed Rate and in default of payment
such interest shall be recoverable as rent in arrears.


 


		5.2	Re-entry



 


Without
prejudice to any other provisions contained in this Lease, if:


 


		5.2.1	the
                                         rents reserved by this Lease are unpaid for 21 days after it becomes due (whether formally
                                         demanded or not);



 


		5.2.2	the
                                         Tenant is in breach of any of its obligations in this Lease;



 


		5.2.3	the
                                         Tenant (being a company) enters into liquidation whether compulsory or voluntary (other
                                         than for the purpose of reconstruction or amalgamation not involving a realisation of
                                         assets) or a resolution is passed or a petition is presented for such liquidation;



 


		5.2.4	an
                                         administrator is appointed in respect of the Tenant pursuant to the Insolvency Act 1986
                                         or the Insolvent Partnerships Order or application is made for such administration or
                                         notice is given under paragraph 15 or 26 of Schedule B1 to the Insolvency Act 1986 (as
                                         amended);



 


		5.2.5	a
                                         receiver is appointed in respect of the Tenant or any assets of the Tenant;



 


		5.2.6	(where
                                         the Tenant comprises or includes one or more individuals) a bankruptcy order is made
                                         against any such individual or a petition is presented for such bankruptcy order;



 


		5.2.7	the
                                         Tenant becomes insolvent or unable to pay its debts within the meaning of section 123
                                         Insolvency Act 1986 or makes a proposal for or enters into any composition with its or
                                         his creditors or makes a proposal for or enters into a voluntary arrangement (within
                                         the meaning of section 1 or section 253 Insolvency Act 1986);



 


		5.2.8	any
                                         of the above events occurs in relation to any Surety (excluding for this purpose any
                                         person whose liability at the time of such event derives from an Authorised Guarantee
                                         Agreement); or



 


		5.2.9	any
                                         event analogous to any of the above events occurs in any jurisdiction other than England
                                         and Wales then
the Landlord may at any time re-enter the Premises or any part of the Premises in the name of the whole and immediately this Lease
shall terminate absolutely but without prejudice to any rights of the Landlord in respect of any breach of any of the obligations
on the Tenant's part in this Lease.



 






    	 	17	 



     


    

 


		5.3	Rent
                                         cesser



 


If
the Premises or any material part shall at any time or times be destroyed or damaged by any of the Insured Risks so as to be unfit
for occupation and use then and in every such case (unless as provided in clause 4.1.1)
the Rent and the Service Charge or a fair and just proportion according to the nature and extent of the damage sustained (as agreed
between the Landlord and the Tenant in writing within one month of such destruction or damage) shall for a period of three years
(or for such other period as the Landlord shall have insured under clause 4.1.1) from the date of such damage or destruction
or (if earlier) until the Premises have been rebuilt or reinstated and made fit for occupation and use be suspended and cease
to be payable and failing such agreement or in case any dispute shall arise as to the amount of such suspension and/or such period
the same shall be determined by an independent surveyor who shall:


 


		5.3.1	be
                                         a chartered surveyor with at least ten years' experience in the assessment of rent for
                                         premises of a similar nature in the locality of the Premises;



 


		5.3.2	be
                                         appointed by the President or Vice President for the time being of the Royal Institution
                                         of Chartered Surveyors on the application of whichever of the Landlord and the Tenant
                                         shall first so apply;



 


		5.3.3	act
                                         as an expert and not as an arbitrator;



 


		5.3.4	on
                                         his appointment serve written notice on the Landlord and the Tenant;



 


		5.3.5	consider
                                         any written representations by or on behalf of the Landlord or the Tenant concerning
                                         such matter which are received by him within 28 days of such service but otherwise have
                                         an unfettered discretion to determine such matter;



 


		5.3.6	serve
                                         notice of such determination on the Landlord and the Tenant as soon as he has made it;



 


		5.3.7	be
                                         paid his proper fee and expenses in connection with such determination by the Landlord
                                         and the Tenant in equal shares or any such shares as he may determine;



 


and
any such determination shall be final and binding on the parties Provided that if and whenever any person so appointed shall die,
be adjudged bankrupt or become of unsound mind or if both the Landlord and the Tenant shall serve upon such person written notice
that in their opinion he has unreasonably delayed making such determination such person shall ipso facto be discharged and be
entitled only to his reasonable expenses prior to such discharge and another such independent surveyor shall be appointed to act
in his place.


 


		5.4	Frustration



 


If
the Premises or any material part is destroyed or damaged by any of the Insured Risks and (the Tenant having as soon as practicable
notified the Landlord in writing of such damage or destruction) the Landlord has not completed reinstatement of the Premises (so
that the Premises are fit again for occupation and use) within two years and nine months of the date of such damage or destruction
then (unless as provided in clause 4.1.1) this Lease may be terminated
by either party giving to the other not less than three months' notice and upon the expiry of such notice the Term shall end but
if by the expiry of such notice the Premises have been reinstated so as to be fit for occupation and use the notice will be void
and this Lease will continue in full force and effect, and if this Lease is terminated pursuant to this clause the Landlord will
be entitled to retain the whole of the insurance moneys for its absolute use and benefit.


 






    	 	18	 



     


    

 


		5.5	Uninsured
                                         Damage



 


		5.5.1	If
                                         there is Uninsured Damage then the rent or a fair proportion of it shall be suspended
                                         from the date of the destruction or damage until the Premises is again fit for occupation
                                         and use or this Lease is terminated pursuant to this Clause 5.5



 


		5.5.2	Within
                                         12 months after the date of such Uninsured Damage the Landlord shall give written notice
                                         to the Tenant (Election Notice) stating whether or not it proposes to rebuild
                                         or reinstate the Property and if the Election Notice states that the Landlord does propose
                                         to rebuild or reinstate then for all purposes of Clause 4.1.2 the damage or destruction
                                         shall be deemed to have been caused by an Insured Risk in respect of which the full insurance
                                         monies are recoverable by the Landlord under the insurance policies



 


		5.5.3	If
                                         the Election Notice states that the Landlord does not propose to rebuild or reinstate
                                         the Property or if no Election Notice is served strictly within the period of 12 months
                                         referred to in Clause 5.5.2 (or if the Landlord has not reinstated within three years
                                         of the Election Notice) then either party may determine this Lease with immediate effect
                                         by serving notice in writing on the other (provided that no such notice may be served
                                         after the Premises has been reinstated)



 


		5.5.4	Upon
                                         service of a notice in accordance with Clause 5.5.3 the Term will absolutely cease but
                                         without prejudice to any rights or remedies that may have accrued to either party against
                                         the other and any proceeds of the insurance shall belong to the Landlord



 


		5.6	Statutory
                                         compensation



 


The
Tenant shall not be entitled on quitting the Premises to any compensation under section 37 Landlord and Tenant Act 1954 (as
amended).


 


		5.7	Data
                                         Protection Act 1998



 


For
the purposes of the Data Protection Act 1998 or otherwise the Tenant and the Surety (if any) acknowledge that information relating
to this tenancy will be held on computer and other filing systems by the Landlord or the Landlord's managing agent (if any) for
the purposes of general administration and/or enforcement of this Lease and agree to such information being used for such purposes
and being disclosed to third parties so far only as is necessary in connection with the management of the Landlord's interest
in, the insurance and/or maintenance of the Premises, checking the credit-worthiness of the Tenant and the Surety, or the disposal
or sub-letting of the Premises or the Building of which the Premises form part, or is necessary to conform with recognised industry
practice in the management and letting of property.


 


		5.8	Exclusion
                                         of liability



 


The
Landlord shall not be liable to observe or perform any obligation on its part contained in this Lease (and the Tenant releases
the Landlord from all liability in respect of any breach or non-observance of any such obligation) after it has ceased to be entitled
to the reversion immediately expectant upon the Term.


 






    	 	19	 



     


    

 


		5.9	Disclaimer
                                         of liability for use of Car Park



 


The
Landlord will not be liable for loss or damage to any vehicle or other property or damage or injury to any person or for the prevention
of ingress to or egress from the Car Park caused by unauthorised use of the Car Park.


 


		5.10	Utilities
                                         and Lab Gases charges



 


		5.11	The
                                         Landlord and the Tenant shall observe and perform their respective obligations in Schedule
                                         9.



 


		6.	TENANT'S
                                         OPTION TO DETERMINE



 


		6.1	The
                                         Tenant may end this Lease on                                                                   
                                         2021 (the Break Date) by giving at least six months' written notice expiring on
                                         that day provided that at the time of expiry of such notice:



 


		6.1.1	there
                                         are no arrears of any rents reserved by or any other sums payable under this Lease; and



 


		6.1.2	the
                                         Tenant has vacated the Premises and there are no continuing sub-leases or other occupations
                                         of the Premises;



 


		6.1.3	the
                                         Tenant has paid to the Landlord in cleared funds the sum of £79,422 (exclusive
                                         of VAT).



 


		6.2	[**]




 


		6.3	The
                                         ending of this Lease shall not affect either party's rights in respect of any earlier
                                         breach of any provision of this Lease.



 


		6.4	On
                                         the date on which this Lease ends pursuant to this clause, the Tenant shall hand over
                                         to the Landlord the original Lease and all other title deeds and documents relating to
                                         the Premises, and shall execute such document as the Landlord shall reasonably require
                                         in order to cancel any entry or title at the Land Registry.



 


		6.5	If
                                         this Lease terminates in accordance with this clause 6, then within 21 days after the
                                         Break Date the Landlord shall refund to the Tenant the proportion of the Rent, Insurance
                                         Rent and Service Charge and any VAT paid thereon for the period from and excluding the
                                         Break Date up to and excluding the next date for payment of those sums which has been
                                         paid in advance calculated on a daily basis PROVIDED THAT the Landlord shall be
                                         entitled (acting at all times properly and reasonably) to set off any sums due and outstanding
                                         from the Tenant to the Landlord pursuant to this Lease and relating to any period prior
                                         to the Break Date.



 


		7.	NOTICES



 


This
Lease shall incorporate the provisions as to notices contained in section 196 Law of Property Act 1925 as amended by the Recorded
Delivery Service Act 1962 and every notice required to be given hereunder shall be in writing.


 






    	 	20	 



     


    

 


		8.	VAT



 


		8.1	All
                                         rents and other sums payable by the Tenant hereunder which are for the time being subject
                                         to VAT shall be considered to be tax exclusive sums and the VAT at the appropriate rate
                                         for the time being shall be payable by the Tenant in addition.



 


		8.2	The
                                         Tenant shall indemnify and keep indemnified the Landlord against any VAT paid or payable
                                         by the Landlord in respect of any costs, fees, disbursements, expenses or other sums
                                         which the Landlord is entitled to recover under the terms of this Lease.



 


		9.	LANDLORD
                                         AND TENANT (COVENANTS) ACT 1995



 


This
Lease is a new tenancy within the meaning of section 1 Landlord and Tenant (Covenants) Act 1995.


 


		10.	DELIVERY
                                         AS A DEED



 


This
document shall be treated as having been executed as a deed only upon being dated.


 


		11.	RIGHTS
                                         OF THIRD PARTIES



 


No
person other than a contracting party may enforce any provision of this Lease by virtue of the Contracts (Rights of Third Parties)
Act 1999.


 


		12.	ADDITIONAL
                                         CHARGES



 


		12.1	The
                                         Additional Charges shall be calculated on a "pay per use" basis and supplied
                                         at cost (i.e. for the avoidance of doubt without any mark-up).



 


		12.2	The
                                         Additional Charges shall be invoiced on a monthly basis, in arrears and shall be paid
                                         within 14 days of demand.



 


		12.3	If
                                         the Landlord retains a third party to provide all or part of the Additional Services,
                                         the Additional Charges shall be a fair proportion of the cost of providing the Additional
                                         Services.



 


		12.4	The
                                         Landlord may provide to the Tenant any or all of the Additional Services by prior written
                                         agreement.



 


		12.5	The
                                         Landlord reserves the right not to supply the Additional Services where in its reasonable
                                         opinion:



 


		12.5.1	the
                                         Additional Charges cannot be agreed;



 


		12.5.2	the
                                         provision of the Additional Services is outside the capability of the Landlord (or any
                                         third parties retained by the Landlord) (and for the avoidance outside the capability
                                         of the Landlord shall include circumstances in which the provision of the Additional
                                         Services is prevented by strikes, lockouts, unavailability of materials or labour or
                                         by any other matter outside the reasonable control of the Landlord ; or



 


		12.5.3	the
                                         provision of the Additional Services would place an unreasonable burden on the Landlord;



 






    	 	21	 



     


    

 


		13.	JURISDICTION



 


This
Lease shall be governed by and interpreted in accordance with English Law and the parties irrevocable submit to the exclusive
jurisdiction of the English Courts.


 


EXECUTION


 


The
parties have shown their acceptance of the terms of this Deed by executing it after the schedules.


 






    	 	22	 



     


    

 


schedule 1


Premises


 


ALL
THOSE premises known as the whole of the 8th Floor in the Building as shown edged red on Plan 1 including:


 


		1.	the
                                         non-load bearing furnishings or coverings to:



 


		1.1	the
                                         main ceilings, floors and walls of the Premises; and



 


		1.2	any
                                         main columns in the Premises



 


but
not any other part of those main ceilings, floors, walls or columns;


 


		2.	any
                                         internal non-load bearing walls inside the Premises and one half in width of any non-load
                                         bearing walls separating the Premises from any other premises in the Building let or
                                         intended to be let to any other tenant of the Landlord;



 


		3.	any
                                         windows, doors and window and door frames inside the Premises;



 


		4.	any
                                         raised floors and suspended ceilings inside the Premises;



 


		5.	all
                                         Conducting Media inside and exclusively serving the Premises;



 


		6.	all
                                         additions and improvements to the Premises and all fixtures and fittings of every kind
                                         which are at any time in or on the Premises (whether originally fixed or fastened to
                                         them or not) except tenant's or trade fixtures and fittings;



 


		7.	all
                                         fume cupboards located in the Premises;



 


		8.	all
                                         other structures and appurtenances at any time on or enjoyed with the Premises in so
                                         far as they do not form part of the Common Parts



 


as
far as they exist at any time during the Term but excluding any part of any central heating, air handling
or air conditioning system, CCTV, video, monitoring, security, control, access, fire detection, fire prevention or sprinkler system
or any other electrical or other system of any type and any Conducting Media comprising part of the systems in the Building for
delivery of lab gases or part of the systems in the Building for evacuating gaseous materials from fume cupboards in laboratories
(but including any such fume cupboards located in the Premises) which is located within the Premises, it being agreed that all
such systems shall form part of the Common Parts.


 






    	 	23	 



     


    

 


schedule 2


Rights
granteD


 


		1.	The
                                         right to pass over any entranceways, hallways, passageways, staircases, lifts, roads,
                                         footpaths and service and access areas forming part of the Common Parts to the extent
                                         that they serve the Premises at any time in order to gain access to and egress from the
                                         Premises.



 


		2.	The
                                         right to the free passage of Utilities to and from the Premises through the Conducting
                                         Media in the Building and the right to pass the Utilities through the Conducting Media
                                         in the Building to the extent that they serve the Premises.



 


		3.	The
                                         right to use the toilets, kitchens and refuse areas in the Common Parts.



 


		4.	The
                                         right to place a sign, subject to the Landlord's approval (such approval not to be unreasonably
                                         withheld or delayed) of its design, giving the name and business of the occupier of the
                                         Premises in any nameboard provided by the Landlord in the Building.



 


		5.	The
                                         right of escape through the Common Parts in case of fire or other emergency or practice
                                         in respect of them.



 


		6.	A
                                         right of support and protection for the Premises from the remainder of the Building.



 


		7.	The
                                         shared right for the Tenant to use the parking spaces from time to time designated or
                                         set aside by the Landlord in the Car Park for the purpose of parking of 29 private motor
                                         vehicles (or such further vehicles as are agreed by a Parking Licence Arrangement)
                                         PROVIDED THAT the Tenant shall not use or allow any such areas to be used for
                                         any other purpose whatsoever AND FURTHER PROVIDED THAT the Landlord may from time
                                         to time by written notice to the Tenant and other tenants and occupiers of the Building
                                         allocate specific vehicle parking spaces or areas for the exclusive use of the Tenant
                                         and other tenants and occupiers in which event the Tenant's shared right to the use of
                                         designated shared parking areas shall no longer apply and the exclusive right to the
                                         use of the vehicle parking spaces so allocated shall apply in lieu thereof provided that
                                         at all times there is made available to the Tenant not less than 29 spaces.



 


		8.	The
                                         right to use the areas designated by the Landlord from time to time for loading and unloading
                                         items relating to the Tenant’s use of the Premises Subject
                                         to the Tenant complying with the Landlord’s rules and management at
                                         the Building and with due consideration and fairness to other occupiers.



 






    	 	24	 



     


    




 


schedule 3


Rights
reserved


 


		1.	The
                                         right to carry out works to and alter or rebuild the Building or any building or other
                                         structure erected on any neighbouring or adjoining property at any time owned by the
                                         Landlord or any group company of the Landlord and to use the Building or such neighbouring
                                         or adjoining property or the buildings or structures on them at any time as the Landlord
                                         wishes even though the access of light and air to the Premises is interfered with provided
                                         that the Tenant's use and occupation of the Premises is not materially affected.



 


		2.	The
                                         right to connect into and pass the Utilities through any Conducting Media at any time
                                         forming part of or serving the Premises which serve or are to serve the remainder of
                                         the Building or any neighbouring or adjoining property.



 


		3.	The
                                         right to enter the Premises on reasonable prior written notice (except in the case of
                                         emergency) where reasonably necessary for the purpose of inspecting, maintaining, repairing
                                         or carrying out work on the Building or any neighbouring or adjoining property (including
                                         any work authorised by paragraph 1 of this Schedule) and any Conducting Media serving
                                         or to serve the remainder of the Building or any neighbouring or adjoining property or
                                         for any other purpose connected with the management of the Building causing as little
                                         damage and inconvenience as reasonably practicable and making good as soon as reasonably
                                         practicable any physical damage actually caused to the Premises to the reasonable satisfaction
                                         of the Tenant but without liability to pay compensation.



 


		4.	The
                                         right to erect scaffolding on or adjacent to the Premises or the Building provided that
                                         it does not materially restrict the access to or use of the Premises.



 


		5.	All
                                         rights of light, air, support and shelter and all other easements, quasi-easements and
                                         other rights at any time existing or created for the benefit of any other part of the
                                         Building or any neighbouring or adjoining property.



 


		6.	The
                                         right of escape through the Premises in case of fire or other emergency or practices
                                         in respect of them.



 


		7.	The
                                         right to enter on the Premises for the purposes mentioned in this Lease.



 


		8.	The
                                         right to:









 


		8.1	change
                                         the extent, layout or design of the whole or any part of the Common Parts;



 


		8.2	change
                                         the route of or substitute any Conducting Media forming part of the Common Parts;



 


		8.3	place
                                         temporary or permanent structures and other items on the Common Parts;



 


		8.4	carry
                                         out work or alterations on or to the Common Parts;



 


as
the Landlord may require at any time including making and/or carrying out changes, work, alterations, variations and substitutions
of a material nature Provided That use of the Premises is not prevented and the same shall not materially restrict access to the
Premises.


 


		8.5	The
                                         right to add to or reduce the extent of the Building as the Landlord requires at any
                                         time provided that the use of the Premises by the Tenant is not materially and adversely
                                         affected.



 






    	 	25	 



     


    

 


schedule 4


Encumbrances


 


All
matters save for mortgages or financial charges referred to in the Property and Charges


 


Registers
of title numbers GM823547 and MAN127745.


 






    	 	26	 



     


    

 


schedule 5

Service Charge


 


		1.	In
                                         this Lease and in this Schedule the following expressions have the following meanings -



 


"Financial
Year" means a period of twelve months ending on a date
to be specified by the Landlord


 


"the
Service Costs" means the total sum computed in accordance
with paragraph 3


 


"the
Service Charge Proportion" means a fair and reasonable
proportion as assessed by the Expert from time to time attributable to the Premises.


 


"the
Service Charge" means the Service Charge Proportion of
the Service Costs


 


"the
Services" means the items specified in paragraph 4 below


 


"the
Expert" means either the firm of estate surveyors or managers
appointed by the Landlord for or in connection with the management of the Estate and the calculation of the Service Charge or
a professionally qualified surveyor or accountant similarly appointed (who may be a person employed by the Landlord or an associated
company of the Landlord)


 


		2.	The
                                         Service Costs in respect of any Financial Year shall be calculated as soon as practical
                                         after the beginning of the Financial Year in question



 


		3.	The
                                         Service Costs are the aggregate of -



 


		3.1	The
                                         expenditure estimated by the Expert as likely to be incurred by the Landlord in the Financial
                                         Year in question in connection with the Services and



 


		3.2	if
                                         the Landlord so requires an appropriate amount as a reserve for or towards such of the
                                         Services as are likely to give rise to expenditure either after the expiry of the Term
                                         or at intervals of more than one year during the Term



 


		4.	The
                                         Services are -



 


		4.1	Providing,
                                         inspecting, maintaining, repairing, operating, amending, (when beyond economic repair)
                                         renewing and reinstating the Common Parts, including:



 


		(a)	the
                                         Structure;



 


		(b)	lifts
                                         and lift machinery;



 


		(c)	air
                                         conditioning, air handling, heating, cooling and ventilation plant, machinery and systems
                                         (including for the avoidance of doubt air conditioning, air handling, heating, cooling
                                         and ventilation plant, machinery and systems to the laboratories and offices comprised
                                         within the Premises);



 


		(d)	window
                                         cleaning plant and machinery;



 


		(e)	mechanical,
                                         electrical, lighting, security, emergency, fire detection, fire prevention, firefighting,
                                         alarm, sprinkler, control and monitoring systems and equipment and any other systems,
                                         equipment or plant of any type;



 


		(f)	facilities
                                         or arrangements for visitor reception at the principal entrance to the Building;



 






    	 	27	 



     


    

 


		(g)	notice
                                         boards, signage and marking out (whether to areas used by vehicles or otherwise) of any
                                         type;



 


		(h)	escape
                                         routes; and



 


		(i)	floor
                                         and wall coverings



 


that
are at any time deemed necessary by the Landlord;


 


		4.2	inspecting,
                                         maintaining, repairing, operating, amending, the infrastructure within the Building for
                                         the supply of the Utilities and lab gases;



 


		4.3	keeping
                                         the Common Parts adequately heated, lit, decorated and cleaned;



 


		4.4	providing
                                         any other services which the Landlord reasonably considers necessary or appropriate at
                                         any time in the interests of good estate management;



 


		4.5	contributing
                                         towards the cost of making, repairing, maintaining, amending, altering, renewing, rebuilding
                                         or cleaning anything used in common with any neighbouring or adjoining property;



 


		4.6	keeping
                                         books of account and management records in respect of the Services and the preparation
                                         of those accounts and the preparation and service of all notices and statements in respect
                                         of the Services;



 


		4.7	providing
                                         any services, equipment and staff that are at any time deemed necessary by the Landlord
                                         (acting reasonably) for the efficient care, security and administration of the Common
                                         Parts or the Building and/or the provision of the Services including staff remuneration
                                         and the payment of all National Health and Insurance contributions and other payments
                                         required by law to be paid by employers, pensions or other payments or benefits in kind
                                         (whether or not ex-gratia) and the provision of any clothing and materials required by
                                         any staff for the proper performance of their duties;



 


		4.8	maintaining
                                         third party, employers' liability, public liability and other insurances and insuring
                                         all apparatus, equipment and other items at any time used or kept in on or forming part
                                         of the Common Parts;



 


		4.9	the
                                         removal of routine domestic and office refuse and the provision and maintenance of refuse
                                         disposal equipment for such disposal from the Common Parts;



 


		4.10	the
                                         making and promulgation of regulations for, or in connection with, the proper use of
                                         the Common Parts or the Building and the enforcement of them;



 


		4.11	considering
                                         and settling any disputes, doubts, differences, questions or complaints that may arise
                                         at any time between either the Tenant and the Landlord or the Tenant and the Landlord's
                                         other tenants;



 


		4.12	maintaining
                                         airflow to the fume cupboards and replacing filters when reasonably necessary; and



 


		4.13	the
                                         provision of lab gases to the Premises; and



 


		4.14	carrying
                                         out all necessary tests in relation to the water supply to the Premises and the fixed
                                         wiring within the Premises.



 


		5.	The
                                         Service Charge shall be calculated by the Landlord and notified to the Tenant by the
                                         Landlord in writing and shall be paid by the Tenant in advance by equal quarterly instalments
                                         on the usual quarter days.



 






    	 	28	 



     


    

 


		6.	As
                                         soon as practicable after the end of the Financial Year in question the Expert shall
                                         determine and certify the amount by which the estimate referred to in paragraph 3.1 above
                                         exceeds or falls short of the actual Service Costs (giving credit for any amount applied
                                         from the reserve) and shall supply the Tenant with a copy of the certificate



 


		7.	Within
                                         14 days of the receipt by the Tenant of the certificate the Tenant shall pay to the Landlord
                                         the Service Charge Proportion of the deficiency or as the case may be the Landlord shall
                                         credit the Tenant with the Service Charge Proportion of the excess



 






    	 	29	 



     


    

 


schedule 6


Covenants
by the Surety


 


		1.	The
                                         Surety (if any) in consideration of the grant of this Lease (or the agreement to the
                                         assignment of this Lease as appropriate) COVENANTS AND GUARANTEES with and to the Landlord
                                         that:



 


		1.1	The
                                         Tenant shall punctually pay the rents and perform and observe the covenants and other
                                         terms of this Lease.



 


		1.2	If
                                         the Tenant shall make any default in payment of the rents or in performing or observing
                                         any of the covenants or other terms of this Lease the Surety will pay the rents and perform
                                         or observe the covenants or terms in respect of which the Tenant shall be in default
                                         and make good to the Landlord on demand and indemnify the Landlord against all losses,
                                         damages, costs and expenses arising or incurred by the Landlord as a result of such non-payment,
                                         non-performance or non-observance notwithstanding:



 


		1.2.1	any
                                         time or indulgence granted by the Landlord to the Tenant or any neglect or forbearance
                                         of the Landlord in enforcing the payment of the rents or the observance or performance
                                         of the covenants or other terms of this Lease;



 


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



 


		1.2.3	any
                                         other act or thing (apart from an express release by deed) by which but for this provision
                                         the Surety would have been released.



 


		1.3	These
                                         provisions are to take effect immediately on the grant (or the assignment as appropriate)
                                         of the Lease to the Tenant and are to remain in force so long and to the extent that
                                         the Tenant is not released by law from liability for any of the covenants and other terms
                                         of this Lease.



 


		2.	The
                                         Surety FURTHER COVENANTS with the Landlord that if this Lease is disclaimed or forfeited
                                         prior to any lawful assignment by the Tenant of this Lease the Landlord may within six
                                         months after the disclaimer or forfeiture by notice in writing require the Surety to
                                         accept a new lease of the Premises for a term equivalent to the residue which if there
                                         had been no disclaimer or forfeiture would have remained of the Term at the same rent
                                         and subject to similar covenants and conditions as are payable under and applicable to
                                         the tenancy immediately before the date of such disclaimer or forfeiture (such new lease
                                         and the rights and liabilities under it to take effect as from the date of such disclaimer
                                         or forfeiture) and in such case the Surety shall pay the Landlord's costs properly incurred
                                         by the Landlord in connection with such new lease and the Surety shall accept such new
                                         lease accordingly and will execute and deliver to the Landlord a counterpart.



 


		3.	If
                                         this Lease is disclaimed or forfeited and for any reason the Landlord does not require
                                         the Surety to accept a new lease of the Premises in accordance with paragraph 2
                                         the Surety shall pay to the Landlord on demand an amount equal to the difference between
                                         any money received by the Landlord for the use or occupation of the Premises less any
                                         expenditure incurred by the Landlord in connection with the Premises and the rents which
                                         would have been payable under the Lease but for such disclaimer or forfeiture in both
                                         cases for the period commencing with the date of such disclaimer or forfeiture and ending
                                         on whichever is the earlier of the following dates:



 


		3.1	the
                                         date six months after such disclaimer or forfeiture; and



 






    	 	30	 



     


    

 


		3.2	the
                                         date (if any) upon which the Premises are relet; and



 


		3.3	the
                                         expiration of the Term.



 


		4.	The
                                         Surety FURTHER COVENANTS and guarantees the obligations of the Tenant under any Authorised
                                         Guarantee Agreement entered into by the Tenant pursuant to the terms of this Lease.



 


		5.	It
                                         is hereby agreed that if any payment is made under the terms of this guarantee and the
                                         Surety is thereupon subrogated to all the Landlord's rights of recovery in relation thereto
                                         then the Surety shall not exercise any such rights against the Tenant.



 


		6.	For
                                         the purposes of these provisions references to the Tenant are to the Tenant in relation
                                         to whom the Surety's covenant is given but not any lawful assignee of such Tenant.



 






    	 	31	 



     


    

 


schedule 7


Authorised
Guarantee Agreement


 


		1.	The
                                         Tenant in consideration of the agreement to the assignment of the Lease COVENANTS AND
                                         GUARANTEES with and to the Landlord that:



 


		1.1	The
                                         Assignee shall punctually pay the rents and perform and observe the covenants and other
                                         terms of the Lease.



 


		1.2	If
                                         the Assignee shall make any default in payment of the rents or in performing or observing
                                         any of the covenants or other terms of the Lease the Tenant will pay the rents and perform
                                         and observe the covenants or terms in respect of which the Assignee shall be in default
                                         and make good to the Landlord on demand and indemnify the Landlord against all losses,
                                         damages, costs and expenses arising or incurred by the Landlord as a result of such non-payment,
                                         non-performance or non-observance notwithstanding:



 


		1.2.1	any
                                         time or indulgence granted by the Landlord to the Assignee or any neglect or forbearance
                                         of the Landlord in enforcing the payment of the rents or the observance or performance
                                         of the covenants or other terms of the Lease;



 


		1.2.2	that
                                         the terms of the Lease may have been varied by agreement between the parties (but subject
                                         always to section 18 Landlord and Tenant (Covenants) Act 1995);



 


		1.2.3	any
                                         other act or thing (apart from an express release by deed) by which but for this provision
                                         the Tenant would have been released.



 


		2.	The
                                         Tenant FURTHER COVENANTS with the Landlord that if the Lease is disclaimed prior to any
                                         lawful assignment by the Assignee of the Lease the Landlord may within six months after
                                         the disclaimer require the Tenant to accept a new lease of the Premises for a term equivalent
                                         to the residue which if there had been no disclaimer would have remained of the Term
                                         at the same rent and subject to similar covenants and conditions as are payable under
                                         and applicable to the tenancy immediately before the date of such disclaimer (such new
                                         lease and the rights and liabilities under it to take effect as from the date of such
                                         disclaimer) and in such case the Tenant shall pay the Landlord's costs properly incurred
                                         by the Landlord in connection with such new lease and the Tenant shall accept such new
                                         lease accordingly and will execute and deliver to the Landlord a counterpart.



 


		3.	If
                                         the Lease is disclaimed and for any reason the Landlord does not require the Tenant to
                                         accept a new lease of the Premises in accordance with paragraph 2 the Tenant shall
                                         pay to the Landlord on demand an amount equal to the difference between any money received
                                         by the Landlord for the use or occupation of the Premises less any expenditure incurred
                                         by the Landlord in connection with the Premises and the rents which would have been payable
                                         under the Lease but for such disclaimer in both cases for the period commencing with
                                         the date of such disclaimer and ending on whichever is the earlier of the following dates:



 


		3.1	the
                                         date six months after such disclaimer;



 


		3.2	the
                                         end or sooner determination of the Term.



 


		4.	Notwithstanding
                                         any of the above provisions the Tenant:



 


		4.1	shall
                                         not be required to guarantee in any way the liability for the covenants and other terms
                                         of the Lease of any person other than the Assignee; and



 






    	 	32	 



     


    

 


		4.2	shall
                                         not be subject to any liability, restriction or other requirement (of whatever nature}
                                         in relation to any time after the Assignee is by law released from the covenants and
                                         other terms of the Lease.



 


		5.	It
                                         is hereby agreed that if any payment is made under the terms of this guarantee and the
                                         Tenant is thereupon subrogated to all the Landlord's right of recovery in relation thereto
                                         then the Tenant shall not exercise any such rights against the Assignee.



 


		6.	No
                                         person other than a contracting party may enforce any provision of this Deed by virtue
                                         of the Contracts (Rights of Third Parties) Act 1999.



 


		7.	Words
                                         and expressions used in this Deed shall have the same meaning as in the Lease.



 






    	 	33	 



     


    

 


schedule 8


Additional
Services


 


		1.	Provision
                                         of broadband facilities;



 


		2.	Ordering
                                         and administering move/installation of telephones;



 


		3.	Ordering
                                         of telephones;



 


		4.	Changing
                                         phone numbers to support office relocations within the Building;



 


		5.	Creating
                                         voice mail accounts (maximum of one per active telephone line);



 


		6.	Performing
                                         password resets;



 


		7.	Contacting
                                         vendor when hardware maintenance is required;



 


		8.	Connectivity
                                         and usage charges;



 


		9.	Photocopying
                                         facilities



 


		10.	Taxi
                                         booking;



 


		11.	Courier
                                         services;



 


		12.	Sample
                                         despatch (save that the Landlord reserves the right not to package and despatch samples
                                         which it reasonably believes contravene any applicable law or which are not related to
                                         the business carried out by the Tenant at the Premises);



 


		13.	Furniture
                                         and equipment moves;



 


		14.	External
                                         archiving and storage;



 


		15.	Provision
                                         of conference facilities and use of meeting rooms;



 


		16.	Fair
                                         and reasonable proportion of telephone charges.



 






    	 	34	 



     


    

 


schedule 9


Utility
and Lab Gases Charge


 


		1.	In
                                         this Schedule, the following meanings shall apply:



 


		1.1	"Estimated
                                         Utilities Charge" means the Landlord's proper
                                         estimate of the Utilities Charge for the forthcoming Utilities Charge Period.



 


		1.2	"Lab
                                         Gases Charge" means a just proportion fairly attributable
                                         to the Premises as conclusively determined by the Landlord's Surveyor of all costs, expenses
                                         and outgoings whatsoever incurred by the Landlord in relation to the provision of the
                                         Lab Gases consumed at or supplied to the Building;



 


		1.3	"Utilities"
                                         means electricity, gas and water (but excluding Lab Gases);



 


		1.4	"Utilities
                                         Charge" means the Weighted Proportion of the cost
                                         to the Landlord of supplying the Utilities to the Premises calculated in accordance with
                                         this Schedule such some to be calculated by the Landlord's Surveyor and to be final and
                                         binding on the parties (save in the case of manifest error);



 


		1.5	"Utilities
                                         Charge Period" means each period of 12 months
                                         commencing on 1 January falling wholly or partly within the Term (but only to the extent
                                         falling within the Term) provided that the Landlord may vary the Utilities Charge Period
                                         at its sole discretion at any time during the Term;



 


		1.6	"End
                                         Date" means the date on which the Term expires
                                         or (if earlier) on which the Term is determined;



 


		1.7	"Final
                                         Utilities Charge Period" means the Utilities Charge
                                         Period which ends on the End Date;



 


		1.8	"First
                                         Utilities Charge Period" means the Utilities Charge
                                         Period which begins when the Term commences;



 


		1.9	"Lettable
                                         Areas" means the accommodation in the Building
                                         let or designed and intended or available for letting to one or more tenants;



 


		1.10	"Meters"
                                         means the measuring equipment (if any) installed in the Building for the purposes of
                                         measuring the supply of Utilities to the Premises;



 


		1.11	"Weighted
                                         Area" means the area of the Premises (or the relevant
                                         part or parts of it) or the Lettable Areas (or the relevant part or parts of it) or the
                                         Building (or the relevant part or parts of it) as the case may be calculated in accordance
                                         with the then current edition of the RICS Code of Measuring Practice (6th edition, November
                                         2007) but in respect of which each square metre of Lettable Areas used as:



 


		1.11.1	offices
                                         (including without limitation all office space) is attributed an area equal to 100% of
                                         the area calculated as above;



 


		1.11.2	server
                                         rooms is attributed an area equal to 1050% of its area calculated as above; and



 


		1.11.3	storage
                                         space is attributed an area equal to 50% of the area calculated above.



 






    	 	35	 



     


    

 


		1.12	"Weighted
                                         Proportion" means a proportion to be determined
                                         by the Landlord's Surveyor (acting reasonably and properly) and in respect of which:



 


		1.12.1	the
                                         Landlord shall base that proportion on the proportion which the Weighted Area of the
                                         Premises (or the relevant part or parts of it) bears in relation to the Weighted Area
                                         of all Lettable Areas (or the relevant part or parts of it in respect of which the relevant
                                         charge is to be made); and



 


		1.12.2	the
                                         Landlord may, if it reasonably considers it appropriate to do so, adjust such proportions
                                         to take account of the particular uses of the Tenant or any of the other tenants or occupiers
                                         of the Building.



 


		2.	Subject
                                         to paragraph 8, the Landlord will, prior to each Utilities Charge Period (or on or prior
                                         to the commencement of the Term, in the case of the First Utilities Charge Period), submit
                                         to the Tenant a statement setting out the Estimated Utilities Charge for the forthcoming
                                         Utilities Charge Period.



 


		3.	The
                                         Tenant will pay the Estimated Utilities Charge to the Landlord by equal quarterly payments
                                         in advance on the usual quarter days, the first payment (being the due proportion for
                                         the period commencing on Term Commencement Date and ending on the next date for payment
                                         hereafter) to be paid on or before the date of this Lease.



 


		4.	At
                                         the end of each Utilities Charge Period the Landlord shall procure that readings are
                                         taken and recorded from the Meters and the readings taken and recorded shall (subject
                                         to manifest error) be accepted by the Landlord and the Tenant. Should Meters not be installed
                                         the Landlord's surveyor shall calculate (the Landlord's surveyor's determination to be
                                         conclusive) a just proportion fairly attributable to the Premises of the actual cost
                                         to the Landlord of supplying the Utilities to the Building during the relevant Utilities
                                         Charge Period and such proportion shall be the Utilities Charge for the relevant Utilities
                                         Charge Period.



 


		5.	Upon
                                         having taken the readings or made the calculations in accordance with paragraph 4, the
                                         Landlord shall deliver to the Tenant a statement setting out in respect of the previous
                                         Utilities Charge Period:



 


		5.1	the
                                         Estimated Utilities Charge received from the Tenant;



 


		5.2	the
                                         Utilities Charge; and



 


		5.3	the
                                         difference (if any) between the sums referred to in paragraphs 5.1 and 5.2.



 


		6.	If
                                         in respect of a Utilities Charge Period the Utilities Charge is more or less than the
                                         Estimated Utilities Charge received from the Tenant then any sum payable to or by the
                                         Landlord by way of adjustment (with the intent that the Tenant shall have paid to the
                                         Landlord the whole of the Utilities Charge in respect of the relevant Utilities Charge
                                         Period) will become due and shall be paid by the Tenant (within 14 days of delivery of
                                         the statement referred to in paragraph 5) or credited to the Tenant for the succeeding
                                         Utilities Charge Period (or paid to the Tenant in the case of the Final Utilities Charge
                                         Period) as the case may require.



 


		7.	The
                                         Tenant shall be liable only for the Utilities Charge up to and including the End Date
                                         but the provisions of this schedule shall otherwise continue to apply after the End Date.



 


		8.	The
                                         Landlord may, on prior written notice to the Tenant, vary the means by which the Utilities
                                         Charge and/or the Lab Gases are charged to the Tenant provided that such variation is
                                         fair, proper and in the interests of good estate management.



 






    	 	36	 



     


    

 


		9.	The
                                         Lab Gases Charge shall be payable in arrears by the Tenant within 14 days of written
                                         demand by the Landlord.



 


		10.	



 


		10.1	Within
                                         one month after delivery to the Tenant of the statement referred to in paragraph 5 (time
                                         being of the essence) the Tenant may request the Landlord to provide (and the Landlord
                                         will promptly provide) to the Tenant all vouchers and invoices which the Tenant shall
                                         reasonably need in order to satisfy itself as to the accuracy of the Utilities Charge
                                         and/or the Lab Gases Charge in accordance with this Schedule.



 


		10.2	Within
                                         two months after delivery of the statement referred to in paragraph 5 (time being of
                                         the essence) the Tenant may challenge it on the ground that it contains errors or is
                                         otherwise incorrectly drawn by giving to the Landlord notice to that effect but only
                                         if it has first made full payment of any amount due from the Tenant under paragraph 6
                                         and if so:



 


		10.2.1	both
                                         parties must endeavour to resolve the relevant issue; but if they cannot do so;



 


		10.2.2	the
                                         issue in dispute may be referred by either party to the determination of an independent
                                         surveyor being such a person as is mentioned in clause 5.3(a) and who shall be appointed
                                         as mentioned in clause 5.3(b) and clauses 5.3(c), 5.3(d), 5.3(e), 5.3(f) and 5.3(g) shall
                                         also apply and the independent surveyor's determination shall be final and binding on
                                         the parties Provided that if and whenever any person so appointed shall die, be adjudged
                                         bankrupt or become of unsound mind or if both the Landlord and the Tenant shall serve
                                         upon such person written notice that in their opinion he has unreasonably delayed making
                                         such determination such person shall ipso facto be discharged and be entitled only to
                                         his reasonable expenses prior to such discharge and another such independent surveyor
                                         shall be appointed to act in his place;



 


		10.2.3	any
                                         adjustments to the statement required to be made in consequence of the determination
                                         of the independent surveyor shall be made and any sum payable to or by the Landlord shall
                                         immediately be paid (with interest in respect of the period during which the relevant
                                         amount has been underpaid, such interest to be at the base rate for the time being of
                                         Barclays Bank PLC or, in the event of such rate ceasing to be published, at such equivalent
                                         rate as the Landlord shall notify to the Tenant) or allowed as appropriate;



 


but
if not the Tenant's right of challenge to that statement shall lapse.


 


		11.	The
                                         Landlord shall not be concerned in the administration and collection of or accounting
                                         for the Utilities Charge and/or the Lab Gases Charge on an assignment of this Lease and
                                         accordingly the Landlord shall:



 


		11.1	not
                                         be required to make any apportionment relative to the assignment; and



 


		11.2	be
                                         entitled to deal exclusively with the Tenant in whom this Lease is for the time being
                                         vested (and for this purpose in disregard of any assignment which has not been registered
                                         in accordance with clause 3.21).



 


		12.	The
                                         statement referred to in paragraph 5 shall for the purposes of this Schedule be deemed
                                         to have been delivered to the Tenant on the next working day after it is posted by first
                                         class post to the address referred to in clause 8 or to such other address as may have
                                         been notified by the Tenant to the Landlord as the address to which rent demands should
                                         be sent.



 






    	 	37	 



     


    

 




	EXECUTED as
    a deed by AG HEXAGON B.V. being a company incorporated in the Netherlands,
    acting by________________, being a person who, in accordance with the laws of that territory are acting under the authority
    of the Company	 	)           ..............................................
	 	 	)            Signature
    of Authorised Signatory in         
	 	 	)            name
    of company
	 	 	)           
	 	 	)           
	 	 	)           /s/
    Meeta Beemer
	 	 	             Signature
    of Authorised Signatory in own name



 


 


	EXECUTED as
    a deed by AG HEXAGON B.V. being a company incorporated in the Netherlands,
    acting by________________, being a person who, in accordance with the laws of that territory are acting under the authority
    of the Company	 	)
	 	 	)          ..............................................
	 	 	)          Signature
    of Authorised Signatory in         
	 	 	)          name
    of company
	 	 	)
	 	 	)           
	 	 	)           /s/
    Robert Tieskens
	 	 	           Signature
    of Authorised Signatory in own name
	 	 	 
	 	 	 
	EXECUTED as
    a deed by AG HEXAGON B.V. being a company incorporated in the Netherlands, acting by Eurostrat Netherlands Manager,
    L.L.C, being a person who, in accordance with the laws of that territory is acting under the authority of the Company	 	)
	 	 	)          ..............................................
	 	 	)          Signature
    of Authorised Signatory in         
	 	 	)          name
    of company
	 	 	)
	 	 	)           
	 	 	)          /s/
    Reid Liffman
	 	 	            Signature
    of Authorised Signatory in own name





 


 





	Executed as
    a Deed by	 	)	   
	SMARTKEM LIMITED	 	)	  
	acting by one Director and its secretary or		)	 
	two Directors or		) 	/s/ Ian Jenks
	one director in
    the presence of a witness		) 	Director
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 		
	 	 		Director/Secretary/Witness
	Signature of Witness
    	 	 	 
	Name 	 	 	 
	Address 	 	 	 
	 	 	 	 
	Occupation 	 	 	 


 






    	 	38