agreementtoleasefullyexe







    





 







SP/004/006   Engrossment: 13 January 2015   CONTENTS   CLAUSE   1. Interpretation ................................................................................................................. 1   2. Agreement for lease ....................................................................................................... 5   3. Timetable for engrossments .......................................................................................... 5   4. Landlord's Works .......................................................................................................... 6   5. Practical Completion ..................................................................................................... 8   6. Target Date and Long Stop Date ................................................................................... 8   7. Insurance ....................................................................................................................... 8   8. Damage after Practical Completion ............................................................................... 9   9. Conditions ..................................................................................................................... 9   10. Tenant's occupation prior to the grant of the Lease ..................................................... 10   11. Tenant's Works ............................................................................................................ 10   12. Deducing title .............................................................................................................. 14   13. Title guarantee ............................................................................................................. 14   14. Matters affecting the Property ..................................................................................... 14   15. Guarantor ..................................................................................................................... 15   16. Termination on insolvency or material non-compliance ............................................. 17   17. Consequences of termination ...................................................................................... 18   18. Completion of grant of the lease.................................................................................. 18   19. VAT ............................................................................................................................. 19   20. Entire agreement .......................................................................................................... 19   21. Joint and several liability ............................................................................................. 20   22. Notices ......................................................................................................................... 21   23. Third party rights ......................................................................................................... 22   24. Governing law ............................................................................................................. 22   25. Jurisdiction .................................................................................................................. 22         ANNEX   ANNEX A. WORKS DOCUMENTS IN AGREED FORM ................................................................ 24   ANNEX B. AGREED FORM OF LEASE ...................................................................................... 25   ANNEX C. AGREED FORM OF LICENCE TO CARRY OUT WORKS ............................................. 26        





 







    





 







SP/004/006   Engrossment: 13 January 2015   2   Building Contractor: Contract Services R & R Limited in respect of the CSSR   Contract and Glazing Refurbishment Limited in respect of the GR Contract or in each   case such other building contractor as may be appointed by the Landlord to carry out   the Landlord's Works together with any replacement building contractor that may be   appointed by the Landlord in accordance with the terms of the Building Contract.   CDM Regulations: the Construction (Design and Management) Regulations 2007.   Condition: any one of the Part 1 Conditions.   Contract Rate: 4% per annum above the Base Rate.   Event of Default: any of the events set out in clause 17.1.   Energy Performance Certificate: a certificate as defined in regulation 2(1) of the   Energy Performance of Buildings (England and Wales) Regulations 2012 (SI   2012/3118).   Guarantor’s Lawyer:  Brabners LLP, Horton House, Exchange Flags, Liverpool L2   3YL (Ref: DSM) or any other lawyer whose details may be notified in writing from   time to time by the Guarantor to the Landlord.   Landlord’s Contribution: £58,540.00 (FIFTY EIGHT THOUSAND FIVE   HUNDRED AND FORTY POUNDS).   Landlord's Conveyancer: Plainlaw LLP, 11A West Way, Oxford OX2 0JB ref:   SP/004/006 or any other conveyancer whose details may be notified in writing from   time to time by the Landlord to the Tenant.   Landlord's Works: the works to be carried out by the Landlord at the Property   before the grant of the Lease as set out in the Works Documents PROVIDED THAT   where the Works Documents indicate that an item of work is to be undertaken by the   Tenant rather than the Landlord that item of work shall not comprise part of the   Landlord’s Works and for the avoidance of doubt items 1.3, 1.4 and 1.5 listed in the   Works Documents shall not comprise part of the Landlord’s Works.   Lease: a lease in the agreed form annexed to this agreement.   Lease Completion Date: the day that is five working days after the Practical   Completion Date.   Licence to Carry out Works: a licence between the Landlord and Tenant and   Guarantor in the agreed form annexed to this agreement.   Licence Period: the period from and including the date of this agreement until   completion of the Lease.   Long Stop Date: 30 April 2015.   Part 1 Conditions: part 1 of the Standard Commercial Property Conditions (Second   Edition).     





 







SP/004/006   Engrossment: 13 January 2015   3   Part 2 Conditions: part 2 of the Standard Commercial Property Conditions (Second   Edition).   Practical Completion Certificate: a written statement issued in accordance with the   Building Contract certifying that the Landlord's Works are practically complete and   setting out the date on which practical completion occurred.   Practical Completion Date: the date stated in the Practical Completion Certificate   and if there are different Practical Completion Certificates under the CSRR Contract   and the GR Contract, the later of the dates which are stated in the Practical   Completion Certificates.   Property: the property at Two Omega Drive, River Bend Technology Centre, Irlam   as more particularly defined in the Lease.   Recommendation Report: a report as defined in regulation 4 of the Energy   Performance of Buildings (England and Wales) Regulations 2012 (SI 2012/3118).   Rectification Period: the defects liability period or rectification period for the   making good of defects, shrinkages or other faults in the Landlord's Works which   applies under each of the Building Contracts.   Rent: the initial rent of £326,200 (THREE HUNDRED AND TWENTY SIX   THOUSAND AND TWO HUNDRED POUNDS) per annum (subject to review)   exclusive of VAT.   Rent Commencement Date: 1 October 2015 subject to clause 6.1.   Requisite Consents: any planning permissions, building regulation approvals, by-   law approvals, and any other consents, licences and authorisations required from any   competent authority, statutory undertaker or person for the carrying out of the   Landlord's Works or, as the case may be, the Tenant's Works.   Target Date: 27 February 2015   Tenant's Conveyancer: Brabners LLP, 55 King Street, Manchester M2 4LQ (Ref:   PN.41903.87) or any other conveyancer whose details may be notified in writing   from time to time by the Tenant to the Landlord.   Tenant's Works: the fitting out works to be carried out by the Tenant for the use and   enjoyment of the Property in accordance with clause 12 of this agreement.   VAT: value added tax chargeable under the Value Added Tax Act 1994 and any   similar replacement tax and any similar additional tax.   Works Documents: all documents relating to the Landlord's Works in the agreed   form annexed to this agreement including (where applicable) any variations or   amendments in accordance with this agreement.   1.2 Clause, Schedule and paragraph headings shall not affect the interpretation of this   agreement.     





 







SP/004/006   Engrossment: 13 January 2015   4   1.3 A person includes a natural person, corporate or unincorporated body (whether or not   having separate legal personality).   1.4  The Schedules form part of this agreement and shall have effect as if set out in full in   the body of this agreement. Any reference to this agreement includes the Schedules.   1.5 A reference to a company shall include any company, corporation or other body   corporate, wherever and however incorporated or established.   1.6 Unless the context otherwise requires, words in the singular shall include the plural   and in the plural shall include the singular.    1.7 Unless the context otherwise requires, a reference to one gender shall include a   reference to the other genders.    1.8 A reference to a statute or statutory provision is a reference to it as amended,   extended or re-enacted from time to time.   1.9 A reference to a statute or statutory provision shall include all subordinate legislation   made from time to time under that statute or statutory provision.   1.10 A reference to writing or written includes fax but not e-mail.    1.11 References to a document in agreed form are to that document in the form agreed by   the parties.   1.12 A reference to this agreement or to any other agreement or document referred to in   this agreement is a reference to this agreement or such other agreement or document   as varied or novated (in each case, other than in breach of the provisions of this   agreement) from time to time.   1.13 Unless the context otherwise requires, references to clauses, Schedules and Annexes   are to the clauses, Schedules and Annexes of this agreement and references to   paragraphs are to paragraphs of the relevant Schedule.   1.14 Any words following the terms including, include, in particular, for example or   any similar expression shall be construed as illustrative and shall not limit the sense   of the words, description, definition, phrase or term preceding those terms.     





 







SP/004/006   Engrossment: 13 January 2015   5   1.15 Any obligation on a party not to do something includes an obligation not to allow that   thing to be done.   1.16 Unless this agreement otherwise expressly provides, a reference to the Property or   the Landlord's Works or the Tenant's Works is to the whole and any part of them.   1.17 Any reference to the Landlord’s consent or approval being required is to a consent or   approval in writing which must be obtained before the relevant act is taken or event   occurs.   2.  AGREEMENT FOR LEASE   2.1 In consideration of the Tenant's obligations under this agreement, and at the request   of the Guarantor, the Landlord shall (subject to clause 2.2) grant to the Tenant and the   Tenant shall accept from the Landlord the Lease on the terms set out in this   agreement. No purchase price, premium, or deposit is payable.   2.2 The Tenant cannot require the Landlord to grant the Lease to any person other than   the Tenant (here meaning MTS MEDICATION TECHNOLOGIES LIMITED   whose registered office is at Unit 6B, Millennium Way, Leeds LS11 5AL (company   registration number 04562981), only) or to grant the Lease unless the Guarantor has   duly executed the Lease in accordance with clause 16.1.   2.3 The Tenant cannot assign, sublet, charge, or otherwise share or part with the benefit   of this agreement whether in relation to the whole or any part of the Property.   2.4 Conditions 1.5 and 2.2 do not apply to this agreement.   3. TIMETABLE FOR ENGROSSMENTS   3.1 The Landlord's Conveyancer shall send:   (a) the engrossed counterpart Lease to the Tenant's Conveyancer within ten   working days after the date of this agreement; and   (b) the engrossed counterpart Licence to Carry out Works to the Tenant's   Conveyancer within ten working days after the Landlord has approved the   plans and specifications for the Tenant's Works in accordance with clause   12.1.     





 







SP/004/006   Engrossment: 13 January 2015   6   3.2 The Tenant shall execute the counterpart Licence to Carry out Works within five   working days after the engrossed counterpart Licence to Carry out Works has been   submitted to the Tenant's Conveyancer.   3.3 The Guarantor shall execute the counterpart Licence to Carry out Works within   fifteen working days after the engrossed counterpart Licence to Carry out Works has   been submitted to the Tenant's Conveyancer.   4. LANDLORD'S WORKS   4.1 The Landlord shall use reasonable endeavours to procure that the Landlord's Works   are carried out in accordance with this agreement and the Works Documents and that   the Practical Completion Date is achieved by the Target Date.    4.2 The Landlord shall:   (a) carry out the Landlord's Works:    (i) using good quality, new materials which are fit for the purpose for   which they will be used; and   (ii) in a good and workmanlike manner.   (b) in respect of the Landlord's Works comply with:   (i) all statutory and other legal requirements;   (ii) the terms of all Requisite Consents; and   (iii) the requirements and recommendations of all relevant utility   suppliers and the insurers of the Property;   (c) take all proper steps to ensure that carrying out the Landlord's Works does   not make any of the following unsafe:   (i) the structure of the Property; and   (ii) any plant or machinery at the Property   (d) in carrying out such of the Landlord's Works as the Landlord and the Tenant   agree shall be carried out after completion of the Lease (if any) cause as   little disturbance and inconvenience as  possible to the Tenant and its use   and occupation of the Property;   (e) make good at such time as the Tenant reasonably requests and whether   before or after completion of the Lease (to the reasonable satisfaction of the   Tenant) any damage (including decorative damage) to the Property which is   caused by carrying out the Landlord's Works;      





 







SP/004/006   Engrossment: 13 January 2015   7   (f) allow the Tenant and its surveyors access to the Property to inspect the   progress and quality of the Landlord's Works at reasonable times and on   reasonable prior notice;    (g) give the Tenant such information as it reasonably requests to establish that   the Landlord's Works are being and have been carried out in accordance   with this agreement; and   (h) give at least 5 working days' notice to the Tenant of the intention to inspect   the Landlord's Works for the purpose of issuing the Practical Completion   Certificate and allows the Tenant and its surveyor to attend the inspection   and make representations either during the inspection or in writing   immediately thereafter.   4.3 The Landlord shall not, (subject to clause 4.4), vary, alter, add to or remove anything   from the Works Documents without the Tenant's consent (such consent not to be   unreasonably withheld or delayed).    4.4 The Landlord may make variations to the Works Documents without the Tenant’s   consent provided that:    (a) the variations are insubstantial and immaterial; or   (b) the variations are required by the Requisite Consents in respect of the   Landlord's Works or any statutory requirements.    4.5 The Landlord shall use reasonable endeavours to enforce its rights under the Building   Contracts to procure the remedy of any defects, shrinkages or faults appearing in the   Landlord's Works during the Rectification Period.   4.6 During the Rectification Period, the Tenant or its surveyor may make written   representations to the Landlord identifying defects, shrinkages or faults in the   Landlord's Works.   4.7 Immediately after the Practical Completion Date the Tenant will instruct Colliers to   prepare a draft schedule of condition and submit it to the Landlord for the Landlord's   approval (such approval not to be unreasonably withheld or delayed). The final   schedule of condition shall incorporate such reasonable comments and amendments   as the Landlord may require to be made to the draft schedule of condition submitted   to it for its approval.   4.8 Once approved, the Landlord and the Tenant will attach a copy of the final schedule   of condition to the Lease and its counterpart.     





 







SP/004/006   Engrossment: 13 January 2015   8   4.9 The Landlord shall use reasonable endeavours to procure that a warranty valid for 10   years is issued in favour of the Tenant in respect of any new glazing installed at the   Property as part of the Landlord’s Works but for the avoidance of doubt completion   of the Lease shall not be conditional upon the provision of such a warranty.   5. PRACTICAL COMPLETION    5.1 The issue of the Practical Completion Certificate shall be conclusive evidence   binding on the parties that the Landlord's Works have been completed in accordance   with the terms of this agreement without prejudice to the Landlord’s obligations   during the Rectification Period.   6. TARGET DATE AND LONG STOP DATE   6.1 If the Practical Completion Date occurs after the Target Date then the Rent   Commencement Date shall be postponed by one day for each day that elapses   between the Target Date and the Practical Completion Date.   6.2 Notwithstanding clause 6.1 if the Practical Completion Date has not occurred by 4.00   pm on the Long Stop Date, either the Landlord (provided it has complied with its   obligations in clause 4.1) or the Tenant may, at any time after the Long Stop Date but   before the Practical Completion Date, give notice to the other that, unless the   Practical Completion Date occurs within five working days of the receipt of that   notice (time being of the essence), it may rescind this agreement. If the Practical   Completion Date does not occur within five working days of receipt of that notice   then it may, by further notice rescind this agreement with immediate effect. Such   rescission shall be without prejudice to the obligations in clause 6.3 and the rights of   each party in respect of any earlier breach of this agreement.   6.3 If the agreement is rescinded pursuant to clause 6.2, the Tenant shall immediately   cancel all entries relating to this agreement registered against the Landlord's title.   7. INSURANCE   7.1 The Tenant agrees not to do or permit anything to be done that may render any   insurance policy void or voidable.   7.2 Conditions 7.1.1, 7.1.2, 7.1.3 and 7.1.4(b) do not apply to this agreement.     





 







SP/004/006   Engrossment: 13 January 2015   9   8. DAMAGE AFTER PRACTICAL COMPLETION   8.1 The Tenant shall not be entitled to refuse to complete or to delay completion of the   grant of the Lease due to any event occurring that results in:    (a) any damage to the Property or any part of it; or   (b) any damage to the means of access to the Property; or   (c) any deterioration in the Property's condition.   9. LANDLORD'S OBLIGATIONS   9.1 The obligations in clause 4 are personal and binding only on OMEGA   TECHNOLOGIES LIMITED whose registered office is at One Omega Drive,   River Bend Technology Centre, Northbank, Irlam, Manchester M44 5BD (company   registration number 02775272).    9.2 OMEGA TECHNOLOGIES LIMITED whose registered office is at One Omega   Drive, River Bend Technology Centre, Northbank, Irlam, Manchester M44 5BD   (company registration number 02775272) shall be released from all liability in respect   of its obligations referred to in clause 9.1 upon the expiry of the Rectification Period.   10. CONDITIONS   10.1 The Part 1 Conditions are incorporated in this agreement, in so far as they:   (a) are applicable to the grant of a lease;   (b) are not inconsistent with the other clauses in this agreement; and   (c) have not been modified or excluded by any of the other clauses in this   agreement.   10.2 The Part 2 Conditions are not incorporated in this agreement.   10.3 Condition 1.1.1(d) is amended so that "completion date" means the "Lease   Completion Date" as defined in this agreement.   10.4 Condition 1.1.1(e) is amended so that reference to the contract rate in Condition   1.1.1(e) refers instead to the Contract Rate as defined in this agreement.   10.5 Condition 1.1.4(a) does not apply to this agreement.     





 







SP/004/006   Engrossment: 13 January 2015   10   11. TENANT'S OCCUPATION PRIOR TO THE GRANT OF THE LEASE   11.1 During the Licence Period the Tenant is entitled to occupy the Property for the   purpose only of carrying out the Tenant's Works PROVIDED THAT the Tenant shall   comply with the provisions of clause 10.2.   11.2 This agreement does not operate as a demise of the Property and during the Licence   Period:   (a) any occupation of the Property by the Tenant is by way of licence only;    (b) the Tenant does not have, and is not entitled to, any estate, right or interest   in the Property;    (c) the Tenant shall not open and trade from the Property nor use the Property   for the purpose authorised by the Lease;   (d) the parties shall observe and perform their respective obligations imposed   by the covenants and conditions in the Lease and the Licence to Carry out   Works (in each case to the extent that they are not inconsistent with the   other provisions of this agreement) as if the Lease and the Licence to Carry   out Works had each been completed on the date of this agreement;   (e) the Landlord shall have the same rights and remedies in respect of any   breach of the obligations imposed on the Tenant by the covenants and   conditions in the Lease and the Licence to Carry out Works as if the Lease   and the Licence to Carry out Works had each been completed on the date of   this agreement; and   (f) the Tenant shall pay to the Landlord by way of licence fees sums equal to   the rents and other monies that would be payable by the Tenant under the   Lease at the same times and in the same manner as if the Lease had been   granted on the earlier of (i) the date that the Tenant first takes occupation   under clause 11.1 (if applicable), and (ii) the Practical Completion Date.   11.3 The parties agree that any licence fees paid by the Tenant pursuant to clause 11.2(f)   shall be deducted from the rents payable under the Lease for the same period   following completion of the Lease.   12. TENANT'S WORKS   12.1 The Tenant shall as soon as reasonably practicable and in any event within six weeks   after the date of this agreement at the Tenant's expense prepare and submit to the   Landlord for approval, plans and specifications of the Tenant's Works in such detail   as the Landlord shall reasonably require and the landlord shall not unreasonably   withhold or delay its approval.     





 







SP/004/006   Engrossment: 13 January 2015   11   12.2 The Tenant shall apply for and use reasonable endeavours to obtain all Requisite   Consents required for the Tenant's Works as soon as reasonably practicable.   12.3 The Tenant shall not start the Tenant's Works until the Tenant has:   (a) obtained the Landlord's approval to the Tenant's Works in accordance with   clause 12.1;   (b) obtained all Requisite Consents required for the Tenant's Works;   (c) produced all Requisite Consents required for the Tenant's Works to the   Landlord and obtained the Landlord’s confirmation that they are satisfactory   to the Landlord;    (d) given the Landlord two copies of the plans and specifications for the   Tenant's Works;   (e) notified the Landlord of the date on which it intends to start carrying out the   Tenant's Works; and   (f) (if applicable) complied with clause 12.5(a).   12.4 The Tenant shall:   (a) carry out the Tenant's Works:    (i) using good quality, new materials which are fit for the purpose for   which they will be used;   (ii) in a good and workmanlike manner;    (iii) to the reasonable satisfaction of the Landlord; and   (iv) in accordance with clause 12.13;   (b) in respect of the Tenant's Works comply with:   (i) all statutory and other legal requirements;   (ii) the terms of all Requisite Consents; and   (iii) the requirements and recommendations of all relevant utility   suppliers and the insurers of the Property;   (c) take all proper steps to ensure that carrying out the Tenant's Works does not   make any of the following unsafe:   (i) the structure of the Property; and   (ii) any plant or machinery at the Property; and   (iii) any neighbouring land or buildings;     





 







SP/004/006   Engrossment: 13 January 2015   12   (d) in carrying out the Tenant's Works cause as little disturbance and   inconvenience as  possible to the Landlord and the owners and occupiers of   the  estate of which the Property forms part and of any neighbouring land   and not infringe any of their rights nor the rights of any other person in   relation to the Property;   (e) immediately make good (to the reasonable satisfaction of the Landlord) any   damage (including decorative damage) to any land or building or any plant   and machinery (other than the Property) which is caused by carrying out the   Tenant's Works;   (f) allow the Landlord and its surveyors access to the Property to inspect the   progress and quality of the Tenant's Works (both while the Tenant's Works   are being carried out and afterwards) at reasonable times and on reasonable   prior notice;    (g) give the Landlord the information it reasonably requests to establish that the   Tenant's Works are being and have been carried out in accordance with this   agreement;   (h) notify the Landlord as soon as the Tenant's Works have been completed;   and   (i) send the Landlord two copies of plans showing the Property as altered by   the Tenant's Works as soon as reasonably practicable and in any event   within one week after completion of the Tenant's Works; and   (j) provide the Landlord with a copy of any Energy Performance Certificate   and Recommendation Report issued as a result of the Tenant's Works within   one month of such documents being issued.   12.5 If the CDM Regulations apply to the Tenant's Works, the Tenant shall:    (a) make a written election that it is to be treated as the only client in respect of   the Tenant's Works for the purposes of the CDM Regulations and give the   Landlord a copy of such election;    (b) comply with its obligations as a client for the purposes of the CDM   Regulations;    (c) ensure that the CDM co-ordinator and the principal contractor that it   appoints in relation to the Tenant's Works comply with their respective   obligations under the CDM Regulations;    (d) liaise with the CDM co-ordinator to allow the CDM co-ordinator to assist   the Tenant in performing the Tenant’s duties as client under the CDM   Regulations; and     





 







SP/004/006   Engrossment: 13 January 2015   13   (e) ensure that all relevant documents relating to the Tenant's Works are placed   in the health and safety file for the Property by the CDM co-ordinator in   accordance with the CDM Regulations, maintain the health and safety file   for the Property in accordance with the CDM Regulations, give the health   and safety file to the Landlord at the end of the Term, allow the Landlord   and its surveyors to enter the Property to inspect the health and safety file   and at its own cost supply the Landlord with copies of it or any of the   documents in it and the Tenant must comply with its obligations in the   Lease relating to the documents and the file.   12.6 To the extent that the Landlord may be a client for the purposes of the CDM   Regulations in relation to the Tenant's Works, the Landlord agrees with the written   election by the Tenant in accordance with clause 12.5(a).   12.7 The Landlord will only be obliged to insure the Tenant's Works if they form part of   the Property and only:   (a) after they have been completed in accordance with this agreement;   (b) for the amount for which the Tenant has notified the Landlord that they   should be insured; and   (c) otherwise in accordance with the terms of the Lease.   12.8 The Tenant's Works will be at the sole risk of the Tenant until the Landlord is obliged   to insure the Tenant's Works pursuant to clause 12.7.   12.9 The Tenant shall pay on demand any increase in the insurance premium and the   amount of any additional insurance premium for the Property or any neighbouring   land of the Landlord or the estate of which the Property forms part that arises because   of the Tenant's Works.   12.10 Any effect on the rental value of the Property arising in connection with the Tenant's   Works will be disregarded on any rent review under the Lease.   12.11 The Tenant shall:    (a) pay all fees, rates, levies and taxes that arise by reason of the Tenant's   Works (including any arising under any laws applying to the Tenant's   Works) whether imposed on the Landlord or the Tenant; and   (b) indemnify the Landlord from all liability in relation to such fees, rates,   levies and taxes and against all costs and claims arising from any breach of   the terms of this clause 12.     





 







SP/004/006   Engrossment: 13 January 2015   14   12.12 Completion of the Licence to Carry out Works shall take place on the later of:   (a) completion of the Lease; and   (b) the Landlord approving the Tenant's Works in accordance with clause 12.1   Provided that the Landlord shall not be obliged to grant the Licence to Carry out   Works unless the Guarantor has duly executed the Lease and the Licence to Carry out   Works in accordance with clause 16.1   12.13 The occupation by the Tenant of the Property and the carrying out of the Tenant’s   Works are subject to:   (a) the Tenant causing as little disturbance and inconvenience as possible to the   Landlord’s Works, the Building Contractor and any sub-contractors;   (b) the Tenant complying with all reasonable regulations made by the Landlord   relating to the phasing and carrying out of the Landlord’s Works; and   (c) the Tenant not causing any breach of the Building Contract, causing any   delay in the carrying out of the Landlord’s Works or causing any liability on   any party under the Building Contract including any liability for payment of   liquidated damages.   13. DEDUCING TITLE   13.1 The Landlord's freehold title to the Property has been deduced to the Tenant's   Conveyancer before the date of this agreement.    13.2 The Tenant is deemed to have full knowledge of the Landlord's title and is not   entitled to raise any objection, enquiry or requisition in relation to it.   13.3 Conditions 6.1, 6.2, 6.3, 6.4.2, 10.2.4, 10.2.5, and 10.3 do not apply to this agreement.   14. TITLE GUARANTEE   14.1 The Landlord shall grant the Lease with no title guarantee and with no covenants for   title, whether express or implied.   14.2 Condition 6.6.2 does not apply to this agreement.    15. MATTERS AFFECTING THE PROPERTY   15.1 The Landlord shall grant the Lease to the Tenant free from encumbrances other than:     





 







SP/004/006   Engrossment: 13 January 2015   15   (a) any matters, other than financial charges, contained or referred to in the   entries or records made in registers maintained by HM Land Registry under   title number GM756553;   (b) all matters contained or referred to in the Lease;   (c) any matters discoverable by inspection of the Property before the date of   this agreement;   (d) any matters which the Landlord does not and could not reasonably know   about;   (e) any matters, other than financial charges, disclosed or which would have   been disclosed by the searches and enquiries that a prudent tenant would   have made before entering into this agreement;    (f) public requirements; and   (g) any matters which are, or (where the Lease will not be registered) would be,   unregistered interests which override first registration under Schedule 1 to   the Land Registration Act 2002.   15.2 The Tenant is deemed to have full knowledge of the matters referred to in clause 15.1   and shall not raise any enquiry, objection, requisition or claim in respect of any of   them.   15.3 Conditions 3.1.1, 3.1.2, 3.1.3, 3.2.1, 3.3 and 6.6.3 do not apply to this agreement.   16. GUARANTOR   16.1 In consideration of the Landlord having entered into this agreement at the request of   the Guarantor, the Guarantor guarantees and agrees with the Landlord that:   (a) the Guarantor shall duly execute the counterpart Lease and counterpart   Licence to Carry out Works within fifteen working days after the   engrossments have been submitted to the Tenant's Conveyancer by the   President or CFO of the Guarantor;   (b) the Tenant shall perform the Tenant's obligations in this agreement;    (c) if the Tenant fails to perform any of its obligations under this agreement, the   Guarantor shall perform them (including, if required to do so by notice in   writing from the Landlord, entering into the Lease in accordance with the   terms of this agreement as if the Guarantor were named in the Lease as   tenant in place of the Tenant); and   (d) if:     





 







SP/004/006   Engrossment: 13 January 2015   16   (i) an Event of Default occurs in respect of the Tenant or this   agreement is disclaimed following the insolvency of the Tenant; and    (ii) within twelve months of such Event of Default or disclaimer the   Landlord gives notice in writing to the Guarantor requiring the   Guarantor to enter into the Lease as the tenant under the Lease in   accordance with this agreement;   then with effect from such notice all obligations of the Tenant under this   agreement shall be deemed to have been entered into by the Guarantor as   though it were named as tenant in place of the Tenant under this agreement   and the Guarantor shall enter into the Lease in accordance with the terms of   this agreement as tenant in place of the Tenant.   16.2 In consideration of the Landlord having entered into this agreement at the request of   the Guarantor, the Guarantor agrees with the Landlord as a separate and independent   primary obligation to indemnify the Landlord against any failure by the Tenant to   observe or perform any of the Tenant's obligations in this agreement.   16.3 The liability of the Guarantor shall not be affected by:   (a) any time or indulgence granted by the Landlord to the Tenant;   (b) any delay or forbearance by the Landlord in enforcing the payment of any   sums or the observance or performance of any of the Tenant's obligations in   this agreement or in making any demand in respect of any of them;   (c) the Landlord exercising any right or remedy against the Tenant for any   failure to pay any sums due under this agreement or to observe or perform   the Tenant's obligations in this agreement;   (d) a release or compromise of the liability of any one of the persons who is the   Guarantor, or the grant of any time or concession to any one of them;   (e) any legal limitation or disability on the Tenant or any invalidity or   irregularity of any of the Tenant’s obligations under this agreement or any   unenforceability of any of them against the Tenant;   (f) the Tenant being dissolved, or being struck off the register of companies or   otherwise ceasing to exist, or, if the Tenant is an individual, by the Tenant   dying or becoming incapable of managing its affairs; or   (g) any other act or omission except an express written release by deed of the   Guarantor by the Landlord.   16.4 The total liability of the Guarantor under the provisions of this Agreement and under   the provisions of the Lease (and also under the provisions of the Licence to Carry Out     





 







SP/004/006   Engrossment: 13 January 2015   17   Works) shall not in the aggregate exceed the sum of $5,000,000 (FIVE MILLION   UNITED STATES OF AMERICA DOLLARS).     17. TERMINATION ON INSOLVENCY OR MATERIAL NON-COMPLIANCE    17.1 An Event of Default is any of the following:   (a) the taking of any step in connection with any voluntary arrangement or any   other compromise or arrangement for the benefit of any creditors of the   Tenant or Guarantor;   (b) the making of an application for an administration order or the making of an   administration order in relation to the Tenant or Guarantor;   (c) the giving of any notice of intention to appoint an administrator, or the filing   at court of the prescribed documents in connection with the appointment of   an administrator, or the appointment of an administrator, in any case in   relation to the Tenant or the Guarantor;   (d) the appointment of a receiver or manager or an administrative receiver in   relation to any property or income of the Tenant or Guarantor;   (e) the commencement of a voluntary winding-up in respect of the Tenant or   Guarantor, except a winding-up for the purpose of amalgamation or   reconstruction of a solvent company in respect of which a statutory   declaration of solvency has been filed with the Registrar of Companies;   (f) the making of a petition for a winding-up order or a winding-up order in   respect of the Tenant or Guarantor;    (g) the striking-off of the Tenant or Guarantor from the Register of Companies   or the making of an application for the Tenant or the Guarantor to be struck-   off;    (h) the Tenant or Guarantor otherwise ceasing to exist; or   (i) the presentation of a petition for a bankruptcy order or the making of a   bankruptcy order against the Guarantor.   An Event of Default includes any analogous proceedings or events that may be taken   pursuant to the legislation of another jurisdiction in relation to a tenant or guarantor   incorporated or domiciled in such relevant jurisdiction.   17.2 If an Event of Default occurs, the Landlord may, at any time prior to grant of the   Lease, determine this agreement by giving written notice to the Tenant.   17.3 If at any time there is any material non-compliance by the Tenant or the Guarantor   with any of its obligations under this agreement and such default is either:      





 







SP/004/006   Engrossment: 13 January 2015   18   (a) not capable of being remedied; or    (b) is capable of remedy but the has not been remedied within five working   days (or such longer period as may be reasonable in the circumstances) after   service on the Tenant by the Landlord of a notice specifying the default;   the Landlord may, at any time prior to grant of the Lease, determine this agreement   by giving written notice to the Tenant.   18. CONSEQUENCES OF TERMINATION   If the Landlord gives notice to terminate under clause 17.2 or clause 17.3:   (a) subject to clause 18(b), this agreement shall be terminated with immediate   effect from the date of the Landlord's notice and none of the parties shall   have any further rights or obligations under this agreement save for:   (i) the rights of any party in respect of any earlier breach of this   agreement; and   (ii) the obligations in the clauses referred to in clause 18(b);   (b) clauses 12.11, 16 and 18 shall continue in force notwithstanding the   termination of this agreement under clause 18(a);   (c) the Tenant shall immediately cancel all entries relating to this agreement   registered against the Landlord's title; and   (d) the Tenant shall immediately:   (i) vacate the Property;    (ii) remove all of the Tenant's chattels from the Property;    (iii) (to the extent required by the Landlord) remove the Tenant's Works   or any other fixtures constructed by or for the Tenant;    (iv) make good all damage caused by the Tenant as a result of such   removal.   19. COMPLETION OF GRANT OF THE LEASE   19.1 Completion of the grant of the Lease shall take place on the Lease Completion Date.    19.2 On completion, the Tenant shall pay to the Landlord all sums due under the Lease.   19.3 On completion the Landlord shall subject to prior provision by the Tenant of an   invoice pay to the Tenant the Landlord’s Contribution PROVIDED THAT     





 







SP/004/006   Engrossment: 13 January 2015   19   notwithstanding the provisions of clause 20.2, the Works Documents or any other   provision of this agreement, the Landlord shall not be obliged to pay any VAT on the   Landlord’s Contribution unless prior to completion the Tenant provides the Landlord   with a valid VAT invoice in respect of the Landlord’s Contribution.   19.4 If completion is delayed due to the Tenant's default or the Tenant fails to pay any sum   due under this agreement in full on completion, the Tenant shall pay interest in   addition to damages for losses incurred by the Landlord as a result of the delayed   completion. The interest shall be payable at the Contract Rate on any unpaid amount   for the period from the Lease Completion Date to the date of actual payment.   19.5 On completion if the Landlord hands over to the Tenant forms EX1 and EX1A   together with an edited certified copy of the Lease then the Tenant undertakes to   forward these documents to Land Registry simultaneously with the Tenant's own   application for registration and not to permit the Land Registry to make the unedited   copy of the Lease publically available.   19.6 Condition 8.7 is amended to read: "The Tenant is to pay the money due on   completion to the Landlord's Conveyancer by a method that gives immediately   available funds".   19.7 Condition 9.3 does not apply to this agreement.   20. VAT    20.1 Each amount stated to be payable under or pursuant to this agreement is exclusive of   VAT (if any).   20.2 If any VAT is chargeable on any supply made by one party to the other party under or   pursuant to this agreement, the paying party shall pay to the other party an amount   equal to that VAT.   20.3 Condition 1.4 does not apply to this agreement.   21. ENTIRE AGREEMENT   21.1 This agreement and the documents annexed to it constitute the whole agreement   between the parties and supersede any previous arrangement, understanding or   agreement between them relating to the subject matter of this agreement.     





 







SP/004/006   Engrossment: 13 January 2015   20   21.2 The Tenant acknowledges that:   (a) in entering into this agreement, the Tenant has not relied on and shall have   no right or remedy in respect of, any statement, representation, assurance or   warranty (whether made negligently or innocently) other than:   (i) as expressly set out in this agreement or the documents annexed to   it; or   (ii) in any written replies which the Landlord's Conveyancer has given   to any written enquiries raised by the Tenant's Conveyancer before   the date of this agreement.    (b) no representation or warranty is given or is to be implied by:   (i) the Landlord entering into this agreement; or   (ii) any step taken by or on behalf of the Landlord in connection with   this agreement as to the suitability of the Property or the estate of   which it forms part for the Tenant's Works;   (c) nothing in this clause 21.2 shall limit or exclude any liability for fraud.   21.3 Condition 9.1.1 is varied to read "If any plan or statement in the agreement or in   written replies which the Landlord's Conveyancer has given to any written enquiries   raised by the Tenant's Conveyancer before the date of this agreement is or was   misleading or inaccurate due to any error or omission, the remedies available are as   follows."   22. JOINT AND SEVERAL LIABILITY   22.1 Where the Tenant comprises more than one person, those persons shall be jointly and   severally liable for the obligations and liabilities of the Tenant arising under this   agreement. The Landlord may take action against, or release or compromise the   liability of, or grant time or other indulgence to, any one of those persons without   affecting the liability of any other of them.   22.2 Where the Guarantor comprises more than one person, those persons shall be jointly   and severally liable for the obligations and liabilities of the Guarantor arising under   this agreement. The Landlord may take action against, or release or compromise the   liability of, or grant time or other indulgence to, any one of those persons without   affecting the liability of any other of them.   22.3 Condition 1.2 does not apply to this agreement.     





 







SP/004/006   Engrossment: 13 January 2015   21   23. NOTICES   23.1 Any notice or other communication required to be given under this agreement shall   be in writing and shall be delivered personally, or sent by pre-paid first class post or   recorded delivery or by air mail or by commercial courier, to each party required to   receive the notice or communication as set out below:    (a) Landlord: The Directors, One Omega Drive, River Bend Technology   Centre, Northbank, Irlam, Manchester M44 5BD  with a fax copy to   Company Secretary of Spectris plc (01784 470848) and a further copy to the   Landlord’s Conveyancer   (b) Tenant: Paul O’Hanlon at MTS Medication Technologies Limited,   Clearwater House, Unit 6B Millenium Way, Leeds LS11 5AL Fax: 0113   202 5333 (with a copy to the Tenant’s Conveyancer)    (c) Guarantor: General Counsel at Omnicell, Inc., 590 E.Middlefield Road,   Mountain View, CA 94043-4008  Fax: 650-251-6266 (with a copy to the   Guarantor’s Lawyer)   or as otherwise specified by the relevant party by notice in writing to each other   party.   23.2 Any notice or other communication shall be deemed to have been duly received:   (a)  if delivered personally, when left at the address and for the contact referred   to in this clause; or   (b) if sent by pre-paid first class post or recorded delivery in the United   Kingdom, at 9.00 am on the second working day after posting;    (c) if delivered by air mail to an address outside of the United Kingdom, at 9.00   am (in the place of receipt) on the seventh working day after posting; or    (d) if delivered by commercial courier, on the date and at the time that the   courier's delivery receipt is signed.    23.3 A notice or other communication required to be given under this agreement shall not   be validly given if sent by e-mail.   23.4 The provisions of this clause shall not apply to the service of any proceedings or other   documents in any legal action.   23.5 Condition 1.3 does not apply to this agreement.     





 







SP/004/006   Engrossment: 13 January 2015   22   24. THIRD PARTY RIGHTS    A person who is not a party to this agreement shall not have any rights under the   Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.    25. GOVERNING LAW   This agreement and any dispute or claim arising out of or in connection with it or its   subject matter or formation (including non-contractual disputes or claims) shall be   governed by and construed in accordance with the law of England and Wales.   26. JURISDICTION   Each party irrevocably agrees that the courts of England and Wales shall have non-   exclusive jurisdiction to settle any dispute or claim arising out of or in connection   with this agreement or its subject matter or formation (including non-contractual   disputes or claims).      This agreement has been entered into on the date stated at the beginning of it.     





 







    





 







    





 







SP/004/006   Engrossment: 13 January 2015   24   Annex A. Works Documents in agreed form              





 







Building Two Irlam 1   Item Description Colliers MMcA Colliers   04/12/2014 23/12/2014 & 2/1/14 30/12/2014 and   05/01/15 and 13/01/15   1 The Landlord has agreed to undertake the following works   (reference Nigel Nixon email dated 28 November 2014)   1.1 Strip out remaining tenant fixtures and fittings including   carpets and floor coverings.   LW Agreed Agreed   1.2 Carry out repairs to suspended ceilings, including removing   soiled and water damaged tiles as necessary and replace   with new.   LW Agreed Agreed   1.3 Prepare and paint all offices and reception area with   emulsion paint.    LW Agreed Agreed. Works now by   Tenant subject to sum of   £20,340 plus VAT being   paid by Landlord to   Tenant.   1.4 Prepare and paint all previously glossed surfaces within the   offices.   LW Agreed Agreed. Works now by   Tenant subject to sum of   £10,800 plus VAT being   paid by Landlord to   Tenant.   1.5 Supply and lay new carpets and floorcoverings throughout   the ground and first floor offices (excluding ceramic tile   finishes).   LW Agreed Agreed. Works now by   Tenant subject to sum of   £27,400 plus VAT being   paid by Landlord to   Tenant.   1.6 Deep clean kitchen, toilets and all circulation areas,   including glazing   LW Agreed Agreed   1.7 Clean all elevations, including glazed curtain walling LW Agreed Agreed   1.8 Clean gutters LW Agreed Agreed   1.9 Remove lab extract equipment and gantry and make good   roof   LW Agreed Agreed   1.1 Clean Brickwork to service yard / ramp walls LW Agreed Agreed   1.11 Make Good Cracks in warehouse blockwork LW Agreed Agreed   1.12 Make good racking bolt locations with epoxy mortar LW Agreed Agreed   1.13 Clean down warehouse floor LW Agreed Agreed   1.14 Clean warehouse steel LW Agreed Agreed   1.15 Replacement of external pane of curtain wall triple glazed   units except those glazing units to the ground floor ceiling   void zone and the first floor ceiling void zone which are to   be cleaned and polished externally to match in with the new   replacement glass.  New installation is to be covered by a 10   year warranty procured by the Landlord in favour of the   Tenant.   LW Agreed Agreed   Schedule of Works by Landlord FINAL AGREED glazing updated 13.01.15    





 







Building Two Irlam 2   Item Description Colliers MMcA Colliers   04/12/2014 23/12/2014 & 2/1/14 30/12/2014 and   05/01/15 and 13/01/15   2 The property was inspected by Colliers International and   Engineering Systems Design on 02 December 2014 and the   following further Landlord works identified. Where works   are not considered necessary, the disrepair is to be   identified in a Schedule of Condition to be appended to the   Lease.   2.1 Warehouse Roof   2.1.1 Clean all roof sheets and associated eaves and verge   flashings   LW Verges, eaves and visible   cappings cleaned (1.7) OK   Agreed subject to SOC for   roof sheets   2.1.2 Clean all rooflights LW Not to be done, SOC if   necessary  OK   SOC is necessary   2.1.3 Provide test certificate for latchway mansafe installation LW Not available We will test   for operability   LW therefore required to   test and certify. Agreed   subject to LW put into   operation if found not   operable.   2.1.4 Replace 1nr storm damaged eaves flashing (LHS) LW Query location, review   on site, SOC if necessary   OK   LW - agree to identify on   site   2.1.5 Isolated impact damage to roof sheets (maintenance foot   traffic) around roof access hatch and smoke vents   SOC Agreed SOC Agreed   2.2 Office Flat Roof   2.2.1 Widespread cracking and isolated blisters in asphalt covering   and evidence of internal roof leaks. Put roof in repair via   application of Sika Plastics Decaflex 10 polyurethane   membrane (or equal approved). Include 10 year insurance   backed guarantee for materials and workmanship.   LW Agree to undertake patch   repairs.   Agreed   2.2.2 Clean all parapet flashings LW Visible cappings cleaned   (1.7) OK   Agreed subject to non-   visible being SOC   2.2.3 Replace corroded fixings to flashings LW SOC Agreed   2.2.4 Replace corroded external light fittings brackets LW SOC Agreed   2.2.5 Paint corroding electrical conduit serving external light   fittings   LW SOC Agreed   2.3 Warehouse Elevations   2.3.1 Isolated minor impact damage to cladding sheets generally   (dents, scratches and scoring)   SOC Agreed SOC Agreed   2.3.2 Isolated displaced flat panel cladding trims (at junction with   profiled cladding sections)   SOC Agreed SOC Agreed   2.3.3 Prepare and paint all fire exit and personnel doors and   frames   LW Agree to undertake   decoration works.   Agreed   Schedule of Works by Landlord FINAL AGREED glazing updated 13.01.15    





 







Building Two Irlam 3   Item Description Colliers MMcA Colliers   04/12/2014 23/12/2014 & 2/1/14 30/12/2014 and   05/01/15 and 13/01/15   2.3.4 Prepare and paint all tubular steel handrails to dock walls   and pedestrian ramps / fire exits.   LW Agree to undertake   decoration works.   Agreed   2.3.5 Reinstate loose brickwork to fire escape steps (RHS) LW SOC Agreed   2.3.6 Replace corroded external light fitting brackets LW SOC Agreed   2.3.7 Replace missing flat panel cladding trim adjacent loading   door 6   LW SOC Agreed   2.3.8 Replace impact damaged door reveal flashings at loading   door 6   LW SOC Agreed   2.3.9 Replace impact damaged door reveal flashing at loading   door 5   LW SOC Agreed   2.3.10 Replace impact damaged dock shelters to loadings doors 5,   4, 3 and 2   LW SOC Agreed   2.3.11 Refix loose dock shelter side flaps to loading door 1 LW SOC Agreed   2.3.12 Prepare and paint all corroding steelwork to dock levellers LW Agree to undertake   decoration works.   Agreed   2.3.13 Overhaul dock levelling equipment and provide certificate of   operation   LW Agree to test operation   at lease inception and   repair where not   working. We both   witness, no need for   certifying?   Agreed subject to LL   providing current   certificate of operation.   Agreed   2.3.14 Overhaul loading doors and provided certificate of operation LW Agree to test operation   at lease inception and   repair where not   working.  As above   Agreed subject to LL   providing current   certificate of operation.   Agreed   2.3.15 Refix detached external thermostat outside boiler room   (RHS)   LW Agreed. Agreed   2.3.16 Replace 1nr missing glazing gasket to high level glazing (LHS) LW SOC SOC   2.3.17 Prepare and redecorate timber louver doors to detached   flammable liquid store building   LW Agree to undertake   decoration works.   Agreed   2.3.18 Reseal openings for warehouse heating ducts at rear   elevation (water ingress evident on internal face of cladding)   LW To be reviewed on site.   OK   Agreed subject to LW   being required if found to   be defective following   joint inspection by   Landlord and Tenant   representatives   2.4 Office Elevations   2.4.1 Scratches and minor impact damage to outer and inner main   entrance doors   SOC Agreed SOC Agreed   Schedule of Works by Landlord FINAL AGREED glazing updated 13.01.15    





 







Building Two Irlam 4   Item Description Colliers MMcA Colliers   04/12/2014 23/12/2014 & 2/1/14 30/12/2014 and   05/01/15 and 13/01/15   2.4.2 Main entrance doors are binding on threshold plate.   Overhaul hinges and adjust door to leave fully operational   LW Doors are operational   but will review on site.    Will review.   Doors are binding and   overhaul is required. LW   following review capped   cost of £300   2.4.3 Repoint open joints to brick plinth LW SOC Agreed   2.4.4 Replace corroded plinth flashing over brick plinth header   course at main entrance doors   LW SOC Agreed   2.5 External Areas   2.5.1 Clean external paving to all footpaths and around office   entrance including removing vegetation to joints and jet   washing paving to remove atmospheric soiling and organic   growth   LW Sweep clean only at end   of works, weeding etc   can be picked up by   grounds maintenance.   Agreed   2.5.2 Replace cracked and displaced feature paving tiles adjacent   office main entrance   LW SOC  Will review on site LW. LW following review   capped at £150   2.5.3 Lift, prepare sub-base and relay to level isolated areas of   sunken / uneven paving to footpaths   LW SOC Agreed   2.5.4 Replace cracked brickwork and associated joints to service   yard ramp wall   LW SOC  Will review on site LW. LW following review   capped at £150   2.5.5 Concrete repairs to cracked and spalling concrete threshold   at loading door 1   LW SOC  Will review on site LW. LW following review   capped at £150   2.5.6 Epoxy repairs to cracked edges of concrete slabs to service   yard and service yard access road   LW SOC Agreed   2.5.7 Minor silting to service yard access road consistent with   localised inadequate fall for surface water drainage   SOC Agreed SOC Agreed   2.5.8 Minor cracking to concrete slabs to service yard SOC Agreed SOC Agreed   2.5.9 Isolated damaged concrete kerbs to service yard SOC Agreed SOC Agreed   2.5.10 Minor damage to concrete drainage channel to service yard SOC Agreed SOC Agreed   2.5.11 Overgrown vegetation to service yard concrete kerbs   generally   SOC Agreed SOC Agreed   2.5.12 Reapply thermoplastic white lining to car park LW SOC Agreed   2.5.13 Reseat 1nr flagpole (misaligned / potentially insecure) LW SOC Agreed   2.6 Warehouse Internal   Schedule of Works by Landlord FINAL AGREED glazing updated 13.01.15    





 







Building Two Irlam 5   Item Description Colliers MMcA Colliers   04/12/2014 23/12/2014 & 2/1/14 30/12/2014 and   05/01/15 and 13/01/15   2.6.1 Epoxy repairs to warehouse floor slab where damaged   (broken arises at day joints and main slab joints)   LW To be reviewed on site,   with largest instances   being done when bolt   holes done. OK   Agreed for largest   instances subject to any   smaller instances being   recorded in SOC   2.6.2 Reapplication of mastic sealant to main slab joints LW SOC Agreed   2.6.3 Isolated cracks around portal frame bases SOC SOC Agreed   2.6.4 Minor impact damage to internal face of loading doors SOC SOC Agreed   2.6.5 Epoxy crack repairs to mezzanine concrete floor slabs LW SOC Agreed   2.6.6 Clean mezzanine concrete floor slabs LW Included in 1.13 Agreed   2.6.7 Chipped nosing to concrete stairs to mezzanine storage   areas   SOC SOC Agreed   2.6.8 Repaint previously painted concrete steps and risers leading   to mezzanine storage areas   LW SOC Agreed   2.6.9 Repaint steel handrails and associated balustrade to   mezzanine stairs and edge protection   LW Not in need of   decoration, clean only.   Agreed   2.6.10 Repairs to cracked blockwork to include main warehouse   and ancillary areas off main warehouse   LW Included in 1.11 Agreed   2.6.11 Make good cracked ceramic tile joints over cracked   blockwork to warehouse male WC (RHS)   LW Included in 1.11 Agreed    2.6.12 Prepare and repaint previously painted walls and internal   joinery to warehouse and warehouse ancillary   accommodation including all toilet accommodation   (excluding internal walls to plant rooms)   LW Agreed to walls made   good.  Agree to   undertake decoration   works but see e-mail on   additional costs being   incurred.   LW - Tenant will have   express obligation to   redecorate in final year   of term therefore LW to   handover decorated   2.6.13 Renew vinyl floor coverings to all warehouse male, female   and disabled toilets   LW SOC Agreed   2.6.14 Deep clean all warehouse male, female and disabled toilets   including all associated fixtures and fittings.   LW Agreed Agreed   2.6.15 Replace soiled and impact damaged suspended ceiling tiles   to warehouse ancillary accommodation including offices,   toilets and stores where suspended ceilings are installed   LW To be reviewed on site,   with worst cases being   undertaken.  Previous   comment stands   LW. LW following review   capped at £600   2.6.16 Reinstate displaced insulation over ceiling to canteen LW SOC Agreed   2.7 Office Internal   Schedule of Works by Landlord FINAL AGREED glazing updated 13.01.15    





 







Building Two Irlam 6   Item Description Colliers MMcA Colliers   04/12/2014 23/12/2014 & 2/1/14 30/12/2014 and   05/01/15 and 13/01/15   2.7.1 Reinstate lab space back to open plan office space in CAT A   specification to match adjacent areas including suspended   ceilings, lighting, raised access floor, floor and wall finishes.   LW Works being undertaken   ceilings, lighting, floor   and wall finishes. No   raised access floor as   remainder of the offices.   Agreed   2.7.2 Refix loose internal wind bracing to curtain walling at first   floor level (loose bolts)   LW SOC Agreed   2.7.3 Refix loose floor boxes (frame to raised access floor tile and   lid to frame)   LW Will be done as part of   carpeting works.   Agreed   2.7.4 Make good holes / scoring and scratches in office area   internal doors prior to re-varnishing   LW To be reviewed on site.    No further comment   LW. LW following review   capped at £150   2.7.5 Replace 1nr internal door to warehouse office accessed off   reception (holed and impact damaged)   LW To be reviewed on site.    No further comment   LW. LW following review   capped at £350   2.7.6 Provide full set of labelled keys for all internal and external   doors (replace locks where keys missing to matching lock   suite)   LW Keys to be handed over   on PC of the works.   Agreed   2.7.7 Deep clean lift doors and landing architraves etc. including   lift car   LW Building will be cleaned   at PC of the works.   Agreed   2.7.8 Replace carpet tile floor covering to lift car LW Will be done as part of   carpeting works.   Agreed   2.7.9 Clean down steelwork to office areas including all ledges   visible from first floor mezzanine   LW Building will be cleaned   at PC of the works.   Agreed   2.7.10 Redecorate circular steel columns to main reception area   (impact damaged at low level requiring full redecoration to   avoid mismatching)   LW Included in 1.4 Agreed   2.7.11 Replace water damaged sections of timber skirting to main   reception, conference room and entrance lobby to lab space   (warped from pipework leaks from vending machines or   sinks)   LW To be reviewed on site.    No further comment   LW. LW following review   capped at £150   2.7.12 Deep clean internal service trench to base of all curtain   glazing including base of trench and all aluminium framing   and cover grating.   LW Included in 1.6 Agreed   2.7.13 Deep clean aluminium staircase including steps and profiled   nosing   LW Included in 1.6 Agreed   2.7.14 Replace 1nr broken ceramic floor tile at main entrance doors LW SOC Agreed   2.7.15 Refix broken bottom rail / weather bar to inner entrance   doors   LW Agree to undertake   works.   Agreed   Schedule of Works by Landlord FINAL AGREED glazing updated 13.01.15    





 







Building Two Irlam 7   Item Description Colliers MMcA Colliers   04/12/2014 23/12/2014 & 2/1/14 30/12/2014 and   05/01/15 and 13/01/15   2.7.16 Deep clean laminate faced wall panels to entrance lobby LW Included in 1.6 Agreed   2.7.17 Replace missing door handle escutcheon plate to disable   toilet door   LW Agree to undertake   works.   Agreed   2.7.18 Internal decoration to include previously painted metal   skirting level radiators   LW Included in 1.6 Agreed   2.8 Mechanical and Electrical Services (schedule prepared by   Engineering Services Design Ltd)   2.8.1 Re-lamping / Replacement of the faulty lights in the   warehouse   LW To be reviewed on site.    No further comment   LW. LW following review   to replace where faulty.   2.8.2 Dock Leveller No. 6 inspection lamp needs replacing LW To be reviewed on site.    No further comment   LW. LW following review   to replace where faulty.   2.8.3 A number of emergency lights are not working and need   replacing   LW To be reviewed on site.    No further comment   LW. LW following review   to replace where faulty.   2.8.4 The VRV/DX installation was switched on during inspection   and a number of units failed to energise with the power on.   Service / repair installation and provide certificate of   operation.   LW Agree to test operation   at lease inception and   repair where not   working.  Those repaired   will be certified.   Agreed subject to also   providing certificate of   operation on completion   of test and repairs   2.8.5 A number of lights throughout the office area are not   working and need attention.   LW To be reviewed on site. LW. LW following review   to replace where faulty.   2.9 Mechanical and Electrical Documentation Required   2.9.1 The following documentation is required to verify the safety,   statutory compliance and / or operating condition of the   installed M&E services. It should be noted that on receipt   and review of the documentation provided that this   Schedule of Works will be updated to identify further works   required by the Landlord.   These have been   provided.  Certification at   2013 is acceptable   (electrical periodic is   every 5 years) wholesale   re-certification is not   required but we are   willing to undertake a   test demonstration and   rectify any problems   A set of expired (2013)   and incomplete   documents has been   provided. Current   documentation  is   required for all items   below. Agreed   1. Test certification for the sprinkler system   2. Service information for the sprinkler installation   3. Electrical test certificates   4. Fire Alarm Test Certificate   5. Fire Alarm Service Report   6. Emergency Lighting Test Certificate/Annual service report.   7. Lightning Protection Test Certificate   Schedule of Works by Landlord FINAL AGREED glazing updated 13.01.15    





 







Building Two Irlam 8   Item Description Colliers MMcA Colliers   04/12/2014 23/12/2014 & 2/1/14 30/12/2014 and   05/01/15 and 13/01/15   8. Gas Test Certificate   9. EPC Received   10. F Gas Register   11. TM44 - Inspections of Air Conditioning Report   Information is required   12. LPHW water test results/dosing level   13. L8 log book   14. Commissioning results from the warehouse   heating/ventilation system   15. Commissioning information of the invertor pump on the   heating VT circuit   16. Commissioning report for the comms room gas   suppression system   17. Service report for the LPHW heating system   18. Service report for the gas fired warehouse heater   19. Service report of the VRV/DX systems   20. Dock Levellers service reports are required   21. Ventilation flow rate commissioning reports are required   22. The data cabling test results are required   23. Service report for the lift is required   24. Service report for the CCTV system is required   Schedule of Works by Landlord FINAL AGREED glazing updated 13.01.15    





 







SP/004/006   Engrossment: 13 January 2015   25   Annex B. Agreed form of Lease        





 







SP/004/006   Fourth Draft: 12 January 2015   DATED                                                                        2015   ------------   LEASE      relating to      TWO OMEGA DRIVE, RIVER BEND TECHNOLOGY CENTRE, IRLAM      between      OMEGA TECHNOLOGIES LIMITED   and   MTS MEDICATION TECHNOLOGIES LIMITED   and   OMNICELL, INC.            





 







SP/004/006   Fourth Draft: 12 January 2015   CONTENTS   CLAUSE   1. Interpretation ................................................................................................................. 4   2. Grant ............................................................................................................................ 10   3. Ancillary rights ............................................................................................................ 11   4. Rights excepted and reserved ...................................................................................... 12   5. Third Party Rights ....................................................................................................... 14   6. The Annual Rent ......................................................................................................... 15   7. Review of the Annual Rent - Indexation ..................................................................... 15   8. Services and Service Charge ....................................................................................... 18   9. Insurance ..................................................................................................................... 22   10. Rates and taxes ............................................................................................................ 25   11. Utilities ........................................................................................................................ 25   12. Common items ............................................................................................................ 26   13. VAT ............................................................................................................................. 26   14. Default interest and interest ......................................................................................... 26   15. Costs ............................................................................................................................ 27   16. Compensation on vacating .......................................................................................... 27   17. Set-off .......................................................................................................................... 27   18. Registration of this lease ............................................................................................. 28   19. Assignments ................................................................................................................ 28   20. Underlettings ............................................................................................................... 29   21. Sharing occupation ...................................................................................................... 31   22. Charging ...................................................................................................................... 31   23. Prohibition of other dealings ....................................................................................... 31   24. Registration and notification of dealings and occupation ............................................ 31   25. Closure of the registered title of this lease................................................................... 32   26. Repairs ......................................................................................................................... 32   27. Decoration ................................................................................................................... 33   28. Alterations ................................................................................................................... 34   29. Signs ............................................................................................................................ 34   30. Returning the Property to the Landlord ....................................................................... 35   31. Use ............................................................................................................................... 35   32. Management of the Estate ........................................................................................... 37   33. Compliance with laws ................................................................................................. 37   34. Energy performance certificates .................................................................................. 38   35. Agreement on environmental liabilities ...................................................................... 39   36. Encroachments, obstructions and acquisition of rights ............................................... 39   37. Breach of repair and maintenance obligations ............................................................. 40   38. Indemnity .................................................................................................................... 40   39. Landlord’s covenant for quiet enjoyment .................................................................... 41   40. Guarantee and indemnity ............................................................................................. 41     





 







SP/004/006   Fourth Draft: 12 January 2015   41. Tenant's break clause ................................................................................................... 41   42. Re-entry and forfeiture ................................................................................................ 43   43. Joint and several liability ............................................................................................. 43   44. No waiver .................................................................................................................... 44   45. Entire agreement .......................................................................................................... 44   46. Notices, consents and approvals .................................................................................. 45   47. Governing law ............................................................................................................. 46   48. Jurisdiction .................................................................................................................. 46   49. Contracts (Rights of Third Parties) Act 1999 .............................................................. 46      SCHEDULE   SCHEDULE GUARANTEE AND INDEMNITY ............................................................................... 48   1. Guarantee and indemnity ............................................................................................. 48   2. Guarantor's liability ..................................................................................................... 48   3. Variations and supplemental documents ..................................................................... 50   4. Guarantor to take a new lease or make payment ......................................................... 50   5. Rent at the date of forfeiture or disclaimer .................................................................. 51   6. Payments in gross and restrictions on the Guarantor ................................................... 51   7. Other securities ............................................................................................................ 52        





 







SP/004/006   Fourth Draft: 12 January 2015   1   LAND REGISTRY PRESCRIBED CLAUSES      LR1. Date of lease    [   ] 2015   LR2. Title number(s)   LR2.1 Landlord’s title number(s)   GM756553   LR2.2 Other title numbers   None   LR3. Parties to this lease   Landlord   OMEGA TECHNOLOGIES LIMITED whose registered office is at One Omega   Drive, River Bend Technology Centre, Northbank, Irlam, Manchester M44 5BD   (company registration number 02775272)   Tenant   MTS MEDICATION TECHNOLOGIES LIMITED whose registered office is at   Unit 6B, Millennium Way, Leeds LS11 5AL (company registration number   04562981)    Other parties   Guarantor   OMNICELL, INC. of 590 East Middlefield Road, Mountain View, CA 94043   United States of America (incorporated in the State of Delaware, USA – Delaware   file number: 3213344).    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.   See the definition of "Property" in clause 1.1 of this lease.    LR5. Prescribed statements etc.     





 







SP/004/006   Fourth Draft: 12 January 2015   2   LR5.1 Statements prescribed under rules 179 (dispositions in favour of a   charity), 180 (dispositions by a charity) or 196 (leases under the Leasehold   Reform, Housing and Urban Development Act 1993) of the Land Registration   Rules 2003.   None.   LR5.2 This lease is made under, or by reference to, provisions of:   None.   LR6. Term for which the Property is leased   The term as specified in this lease at clause 1.1 in the definition of "Contractual Term".   LR7. Premium   None.   LR8. Prohibitions or restrictions on disposing of this lease   This lease contains a provision that prohibits or restricts dispositions.   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 easements as specified in clause 3 of this lease.   LR11.2 Easements granted or reserved by this lease over the Property for the   benefit of other property     





 







SP/004/006   Fourth Draft: 12 January 2015   3   The easements as specified in clause 4 of this lease.   LR12. Estate rentcharge 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     





 







SP/004/006   Fourth Draft: 12 January 2015   4      THIS LEASE is dated [DATE]   PARTIES   (1) OMEGA TECHNOLOGIES LIMITED whose registered office is at One Omega   Drive, River Bend Technology Centre, Northbank, Irlam, Manchester M44 5BD   (company registration number 02775272) (the “Landlord”).   (2) MTS MEDICATION TECHNOLOGIES LIMITED whose registered office is at   Unit 6B, Millennium Way, Leeds LS11 5AL (company registration number   04562981) (the “Tenant”).   (3) OMNICELL, INC. of 590 East Middlefield Road, Mountain View CA94043 United   States of America (incorporated in the State of Delaware, USA – Delaware file   number: 3213344) (the “Guarantor”).   AGREED TERMS   1. INTERPRETATION   The following definitions and rules of interpretation apply in this lease.   1.1 Definitions:   Act of Insolvency:     (a) the taking of any step in connection with any voluntary arrangement or any   other compromise or arrangement for the benefit of any creditors of the   Tenant or any guarantor;   (b) the making of an application for an administration order or the making of an   administration order in relation to the Tenant or any guarantor;   (c) the giving of any notice of intention to appoint an administrator, or the filing   at court of the prescribed documents in connection with the appointment of   an administrator, or the appointment of an administrator, in any case in   relation to the Tenant or any guarantor;   (d) the appointment of a receiver or manager or an administrative receiver in   relation to any property or income of the Tenant or any guarantor;   (e) the commencement of a voluntary winding-up in respect of the Tenant or   any guarantor, except a winding-up for the purpose of amalgamation or   reconstruction of a solvent company in respect of which a statutory   declaration of solvency has been filed with the Registrar of Companies;     





 







SP/004/006   Fourth Draft: 12 January 2015   5   (f) the making of a petition for a winding-up order or a winding-up order in   respect of the Tenant or any guarantor;   (g) the striking-off of the Tenant or any guarantor from the Register of   Companies or the making of an application for the Tenant or any guarantor   to be struck-off;   (h) the Tenant or any guarantor otherwise ceasing to exist (but excluding where   the Tenant or any guarantor dies); or   (i) the presentation of a petition for a bankruptcy order or the making of a   bankruptcy order against the Tenant or any guarantor.   The paragraphs above shall apply in relation to a partnership or limited partnership   (as defined in the Partnership Act 1890 and the Limited Partnerships Act 1907   respectively) subject to the modifications referred to in the Insolvent Partnerships   Order 1994 (SI 1994/2421) (as amended), and a limited liability partnership (as   defined in the Limited Liability Partnerships Act 2000) subject to the modifications   referred to in the Limited Liability Partnerships Regulations 2001 (SI 2001/1090) (as   amended).   Act of Insolvency includes any analogous proceedings or events that may be taken   pursuant to the legislation of another jurisdiction in relation to a tenant or guarantor   incorporated or domiciled in such relevant jurisdiction.   Agreement for Lease: the Agreement for Lease dated [                ] 2015 made   between the parties.   Annual Rent: rent at an initial rate of £326,200 (THREE HUNDRED AND   TWENTY SIX THOUSAND AND TWO HUNDRED POUNDS) per annum and   then as revised pursuant to this lease.   CDM Regulations: the Construction (Design and Management) Regulations 2007   (SI 2007/320).   Common Parts: the roads, paths, loading and bin areas, Service Media and other   parts of the Estate other than the Property and the Lettable Units.   Contaminated Land Regime: the contaminated land regime under Part 2A of the   Environmental Protection Act 1990 (as amended from time to time) and any statutory   instrument, circular or guidance issued under it.   Contractual Term: a term of ten years beginning on, and including [the date of this   lease].1   Default Interest Rate: 4% per annum above the Interest Rate.                                                          1 Plainlaw: if Tenant takes occupation prior to grant of the lease the term commencement date will be   the date of occupation     





 







SP/004/006   Fourth Draft: 12 January 2015   6   Energy Assessor: an individual who is a member of an accreditation scheme   approved by the Secretary of State in accordance with regulation 22 of the Energy   Performance of Buildings (England and Wales) Regulations 2012 (SI 2012/3118) or   regulation 30 of the Building Regulations 2010 (SI 2010/2214).   Energy Performance Certificate: a certificate as defined in regulation 2(1) of the   Energy Performance of Buildings (England and Wales) Regulations 2012 (SI   2012/3118).   Enforcing Authority: the relevant regulator for the Property under the Contaminated   Land Regime.   Environment: the natural and man-made environment including all or any of the   following media, namely air, water and land (including air within buildings and other   natural or man-made structures above or below the ground) and any living organisms   (including man) or systems supported by those media.   Environmental Law: all applicable laws, statutes, secondary legislation, bye-laws,   common law, directives, treaties and other measures, judgments and decisions of any   court or tribunal, codes of practice and guidance notes (as amended from time to   time) in so far as they relate to the protection of the Environment.    Estate: each and every part of the adjoining and neighbouring property in which the   Landlord has an interest known as the Riverbend Technology Centre, Irlam shown   edged in blue on Plan 2 PROVIDED THAT the Landlord may from time to time and   at any time acting in its absolute discretion modify the extent by reducing or   enlarging the area and/or changing the location of the Estate.   Hazardous Substances: any material, substance or organism which, alone or in   combination with others, is capable of causing harm to the Environment or which is   likely to cause an actionable nuisance.   Insurance Rent: the aggregate in each year of the:   (a) gross cost of the premium before any discount or commission for the   insurance of:   (i) the Property, other than any plate glass, for its full reinstatement   cost (taking inflation of building costs into account) against loss or    damage by or in consequence of the Insured Risks, including costs   of demolition, site clearance, site protection and shoring-up,   professionals’ and statutory fees and incidental expenses, the cost of   any work which may be required under any law and VAT in respect   of all those costs, fees and expenses; and   (ii) loss of Annual Rent from the Property for three years (including   proper allowances for increases in rent pursuant to the provisions   for rent review contained in this lease);     





 







SP/004/006   Fourth Draft: 12 January 2015   7   (b) a fair proportion of the gross cost of the premium before any discount or   commission for the insurance of:   (i) the Common Parts and the Retained Parts for their full reinstatement   cost (taking inflation of building costs into account) against loss or   damage by or in consequence of the Insured Risks, including costs   of demolition, site clearance, site protection and shoring-up,   professionals’ and statutory fees and incidental expenses, the cost of   any work which may be required under any law and VAT in respect   of all those costs, fees and expenses; and   (ii) public liability in relation to the Common Parts and the Retained   Parts; and   (c) a fair and proper proportion of any brokerage fee reasonably incurred by or   on behalf of the Landlord payable in connection with the above.   (d) any insurance premium tax payable on the above.   Insured Risks: means fire, explosion, lightning, earthquake, storm, flood, bursting   and overflowing of water tanks, apparatus or pipes, impact by aircraft and articles   dropped from them, impact by vehicles, riot, civil commotion and any other risks   against which the Landlord decides to insure against from time to time and Insured   Risk means any one of the Insured Risks.   Interest Rate: the base rate from time to time of Royal Bank of Scotland Plc, or if   that base rate stops being used or published then a comparable commercial rate   reasonably determined by the Landlord.   Lettable Unit: a building and its curtilage on the Estate, other than the Property, that   is capable of being let and occupied on terms similar to those of this lease.   Licence to Carry Out Works: the Licence to Carry Out Works dated [                  ]   2015 made between the parties.   LTA 1954: Landlord and Tenant Act 1954.   Permitted Use: use as offices and research and development facilities within Use   Class B1 of the Town and Country Planning (Use Classes) Order 1987 as at the date   this lease is granted and associated therewith warehousing within Class B8 of that   schedule and any B2 use permitted by planning permission granted pursuant to an   application properly made under clause 33.4 of this lease.   Plan 1: the plan attached to this lease marked "Plan 1".   Plan 2:  the plan attached to this lease marked "Plan 2".   Property: The Premises shortly known as Two Omega Drive, River Bend   Technology Centre, Northbank Industrial Park, Manchester shown edged red on Plan   1 including all additions alterations and improvements thereto which may be carried   out during the Term and including all landlord’s fixtures and fittings from time to     





 







    





 







    





 







SP/004/006   Fourth Draft: 12 January 2015   8   time in and about the same but excluding any Service Media in, on, under or over that   unit (whether in existence at the date of this lease or installed in the future) that are   used by any other part of the Estate or by that unit in common with any other part of   the Estate.   Recommendation Report: a report as defined in regulation 4 of the Energy   Performance of Buildings (England and Wales) Regulations 2012 (SI 2012/3118).   Rent Commencement Date: [1 October 2015 or alternative date calculated in   accordance with the Agreement for Lease]   Rent Payment Dates: 1 April, 1 July, 1 October and 1 January.   Reservations: all of the rights excepted, reserved and granted to the Landlord by this   lease.   Retained Parts: those parts of the Estate which are from time to time retained by the   Landlord and made available for use for the management, maintenance or security of   the Estate (including without prejudice to the generality of the foregoing any   accommodation provided by the Landlord for any personnel required to reside in the   Estate) but these do not include any areas which the Landlord beneficially occupies in   connection with any business which it conducts or which are constructed for or are   intended to be let or sold.   Review Date: [DATE] [being the fifth anniversary of the start date of the Contractual   Term.]   Schedule of Condition: the photographic schedule signed by the parties annexed to   this lease and marked "Schedule of Condition".   Service Charge: a fair and proper proportion of the Service Costs.   Service Charge Year: is the annual accounting period relating to the Services and   the Service Costs ending on 31 December in each year during the term.   Service Costs: the costs listed in clause 8.2.   Service Media: all media for the supply or removal of heat, electricity, gas, water,   sewage, air-conditioning, energy, telecommunications, data and all other services and   utilities and all structures, machinery and equipment ancillary to those media.   Services: the services listed in clause 8.1.   Third Party Rights: all rights, covenants, matters and restrictions affecting the   Estate including the matters contained, mentioned or referred to in registered title   number GM756553.   VAT: value added tax chargeable under the VATA 1994 and any similar replacement   tax and any similar additional tax.   VATA 1994: Value Added Tax Act 1994.     





 







SP/004/006   Fourth Draft: 12 January 2015   9   1.2 A reference to this lease, except a reference to the date of this lease or to the grant of   this lease, is a reference to this deed and any deed, licence, consent, approval or other   instrument supplemental to it.   1.3 A reference to the Landlord includes a reference to the person entitled to the   immediate reversion to this lease. A reference to the Tenant includes a reference to   its successors in title and assigns. A reference to a guarantor includes a reference to   the Guarantor and to any other guarantor of the tenant covenants of this lease   including a guarantor who has entered into an authorised guarantee agreement.   1.4 In relation to any payment, a reference to a fair proportion is to a fair proportion of   the total amount payable, determined conclusively (except as to questions of law) by   the Landlord.   1.5 The expressions landlord covenant and tenant covenant each has the meaning   given to it by the Landlord and Tenant (Covenants) Act 1995.   1.6 Unless the context otherwise requires, references to the Common Parts, the   Retained Parts, the Estate, a Lettable Unit and the Property are to the whole and   any part of them or it.   1.7 The expression neighbouring property does not include the Estate.   1.8 A reference to the term is to the Contractual Term.   1.9 A reference to the end of the term is to the end of the term however it ends.   1.10 References to the consent of the Landlord are to the consent of the Landlord given in   accordance with clause 47.5 and references to the approval of the Landlord are to the   approval of the Landlord given in accordance with clause 47.6.   1.11 A working day is any day which is not a Saturday, a Sunday, a bank holiday or a   public holiday in England.   1.12 A reference to laws in general is a reference to all local, national and directly   applicable supra-national laws as amended, extended or re-enacted from time to time   and shall include all subordinate laws made from time to time under them and all   orders, notices, codes of practice and guidance made under them.     





 







SP/004/006   Fourth Draft: 12 January 2015   10   1.13 Unless otherwise specified, a reference to a statute or statutory provision is a   reference to it as amended, extended or re-enacted from time to time and shall include   all subordinate legislation made from time to time under that statute or statutory   provision and all orders, notices, codes of practice and guidance made under it.   1.14 Any obligation on the Tenant not to do something includes an obligation not to allow   that thing to be done and an obligation to use best endeavours to prevent that thing   being done by another person.   1.15 Unless the context otherwise requires, any words following the terms including,   include, in particular, for example or any similar expression shall be construed as   illustrative and shall not limit the sense of the words, description, definition, phrase or   term preceding those terms.   1.16 A person includes a natural person, corporate or unincorporated body (whether or not   having separate legal personality).   1.17 A reference to writing or written includes fax but not e-mail.   1.18 Unless the context otherwise requires, references to clauses and Schedules are to the   clauses and Schedules of this lease and references to paragraphs are to paragraphs of   the relevant Schedule.   1.19 Clause, Schedule and paragraph headings shall not affect the interpretation of this   lease.   1.20 Unless the context otherwise requires, a reference to one gender shall include a   reference to the other genders.   1.21 Unless the context otherwise requires, words in the singular shall include the plural   and in the plural shall include the singular.   2. GRANT   2.1 At the request of the Guarantor, the Landlord lets the Property with full title   guarantee to the Tenant for the Contractual Term.   2.2 The grant is made together with the ancillary rights set out in clause 3, excepting and   reserving to the Landlord the rights set out in clause 4, and subject to the Third Party   Rights.     





 







SP/004/006   Fourth Draft: 12 January 2015   11   2.3 The grant is made with the Tenant paying the following as rent to the Landlord:   (a) the Annual Rent and all VAT in respect of it;   (b) the Service Charge and all VAT in respect of it;   (c) the Insurance Rent;    (d) all interest payable under this lease; and   (e) all other sums due under this lease.   3. ANCILLARY RIGHTS   3.1 The Landlord grants the Tenant the following rights (the “Rights”):   (a) The use of the Common Parts for all proper purposes;   (b) The right to the full, free and uninterrupted passage and running of water,   soil, gas, telephone,, electricity, telecommunications and all other services   and supplies of whatsoever nature through any Service Media on the Estate   but outside the Property which are not owned by a utility company and   which serve or will come to serve the Property;   (c) The right to place and retain a sign (of a size approved by the Landlord such   approval not to be unreasonably withheld or delayed) showing the name   and/or business and/or usual corporate logo and/or trading name of the   Tenant from time to time anywhere on the Property or the Estate in a   position approved by the Landlord (such approval not to be unreasonably   withheld or delayed) and the right to enter on to the Retained Parts to   construct, erect, inspect, repair and maintain the sign;   (d) The right to use the part of the Estate shown coloured brown on Plan 1 for   the purposes of vehicular and pedestrian access to and egress from the   Property.   3.2 The Rights are granted in common with the Landlord and any other person authorised   by the Landlord.   3.3 The Rights are granted subject to the Third Party Rights insofar as the Third Party   Rights affect the Common Parts and the Tenant shall not do anything that may   interfere with any Third Party Right.   3.4 The Tenant shall exercise the Rights only in connection with its use of the Property   for the Permitted Use and in accordance with any regulations made by the Landlord   as mentioned in clause 32.1.     





 







SP/004/006   Fourth Draft: 12 January 2015   12   3.5 The Tenant shall comply with all laws relating to its use of the Common Parts   pursuant to the Rights.   3.6 In relation to the Rights the Landlord may, on 14 days’ prior written notice to the   Tenant, change the route of any means of access to or egress from the Property over   the Estate and may change the area of the Estate over which any of those Rights are   exercised provided that this does not materially adversely interfere with the carrying   on of the Tenant’s business at the Property.   3.7 In relation to the Rights the Landlord may from time to time on 14 days’ prior written   notice to the Tenant designate within the Estate the areas in respect of which the   Tenant may exercise that Right provided that this does not materially adversely   interfere with the carrying on of the Tenant’s business at the Property.   3.8 In relation to the Rights mentioned in clause3.1(c), the Landlord may, at its   discretion, re-route or replace over the Estate any such Service Media and that Right   shall then apply in relation to the Service Media as re-routed or replaced   3.9 In exercising the Rights the Tenant shall cause as little inconvenience and damage to   the Common Parts and the other tenants and occupiers of the Estate as is reasonably   practicable and shall promptly make good (to the satisfaction of the Landlord) any   damage caused to the Common Parts by reason of the Tenant exercising that Right.   3.10 Except as mentioned in this clause 3, neither the grant of this lease nor anything in it   confers any right over the Common Parts or any Lettable Unit or any neighbouring   property nor is to be taken to show that the Tenant may have any right over the   Common Parts or any Lettable Unit or any neighbouring property, and section 62 of   the Law of Property Act 1925 does not apply to this lease.   4. RIGHTS EXCEPTED AND RESERVED   4.1 The following rights are excepted and reserved from this lease to the Landlord for the   benefit of the Estate and to the extent possible for the benefit of any neighbouring or   adjoining property in which the Landlord acquires an interest during the term (the   “Reservations”):   (a) rights of light, air, support and protection to the extent those rights are   capable of being enjoyed at any time during the term;   (b) the right to use and to connect into Service Media at, but not forming part   of, the Property which are in existence at the date of this lease or which are   installed or constructed after the commencement of the Contractual Term;     





 







SP/004/006   Fourth Draft: 12 January 2015   13   the right to install and construct Service Media at the Property to serve any   part of the Estate (whether or not such Service Media also serve the   Property); and the right to re-route any Service Media mentioned in this   clause;   (c) at any time during the term, the full and free right to develop any part of the   Estate (including the right to erect or consent to any person erecting a new   building or to alter or consent to any person altering a new building on the   Estate) and any neighbouring or adjoining property in which the Landlord   acquires an interest during the term as the Landlord may think fit and   notwithstanding that such development, alteration or erection may diminish   the access of light and air enjoyed by the Property;   (d) the right to erect scaffolding at the Property or on the Estate and attach it to   any building on the Property in connection with any of the Reservations;   (e) the right to build on or into any boundary wall of the Property in connection   with any of the Reservations;    (f) the right to re-route any means of access to or egress from the Property to   change the areas over which the Rights are exercised on 30 days’ prior   written notice to the Tenant provided that this does not materially adversely   interfere with the carrying on of the Tenant’s business at the Property;    (g) the right to re-route and replace any Service Media over which the Rights   are exercised; and   (h) the right to the full, free and uninterrupted passage and running of water,   soil, gas, telephone,, electricity, telecommunications and all other services   and supplies of whatsoever nature through any Service Media which are   currently or in the future in on under or over the Property and the right of   entry at all reasonable times for the purpose of inspecting, repairing,   renewing, re-laying, cleansing, maintaining and connecting up to any such   existing or future Service Media;   (i) the right to enter and remain on the Property with all necessary tools,   appliance and materials for the purpose of repairing, altering or rebuilding   the adjoining or neighbouring property of the Landlord;   (j) the right to deal with the adjoining or neighbouring property of the Landlord   as it may think fit;   (k) the right for the Landlord and those authorised by the Landlord to enter the   Property on not less than 24 hours’ notice to the Tenant (save in emergency   where no such notice shall be required) for the purposes and in the manner   mentioned in this Lease     





 







SP/004/006   Fourth Draft: 12 January 2015   14   notwithstanding that the exercise of any of the Reservations or the works carried out   pursuant to them result in a reduction in the flow of light or air to the Property or loss   of amenity for the Property .   4.2 The Landlord reserves the right to enter the Property:    (a) to repair, maintain, install, construct, re-route or replace any Service Media   or structure relating to any of the Reservations; and    (b) for any other purpose mentioned in or connected with:   (i) this lease;   (ii) the Reservations; and   (iii) the Landlord’s interest in the Property or the Estate.   4.3 The Reservations may be exercised by the Landlord and by anyone else who is or   becomes entitled to exercise them, and by anyone authorised by the Landlord.   4.4 The Tenant shall allow all those entitled to exercise any right to enter the Property, to   do so with their workers, contractors, agents and professional advisors, and to enter   the Property at any reasonable time (whether or not during usual business hours) and,   except in the case of an emergency, after having given not less than 24 hours’ notice   (which need not be in writing) to the Tenant.   4.5 No party exercising any of the Reservations, nor its workers, contractors, agents and   professional advisors, shall be liable to the Tenant or to any undertenant or other   occupier of or person at the Property for any loss, damage, injury, nuisance or   inconvenience arising by reason of its exercising any of the Reservations except for:   (a) physical damage to the Property; or   (b) any loss, damage, injury, nuisance or inconvenience in relation to which the   law prevents the Landlord from excluding liability.   5. THIRD PARTY RIGHTS   5.1 The Tenant shall comply with all obligations on the Landlord and/or the Tenant   relating to the Third Party Rights insofar as those obligations relate to the Property   and shall not do anything (even if otherwise permitted by this lease) that may   interfere with any Third Party Right.   5.2 The Tenant shall allow the Landlord and any other person authorised by the terms of   the Third Party Right to enter the Property in accordance with its terms.     





 







SP/004/006   Fourth Draft: 12 January 2015   15   6. THE ANNUAL RENT   6.1 The Tenant shall pay the Annual Rent and any VAT in respect of it by four equal   instalments in advance on or before the Rent Payment Dates. The payments shall be   made by banker’s standing order or by any other method that the Landlord requires at   any time by giving notice to the Tenant.   6.2 The first instalment of the Annual Rent and any VAT in respect of it shall be made on   the Rent Commencement Date and shall be the proportion, calculated on a daily   basis, in respect of the period beginning on the Rent Commencement Date until the   day before the next Rent Payment Date.   7. REVIEW OF THE ANNUAL RENT - INDEXATION   7.1 In this clause 7 the following capitalised terms shall bear the meanings ascribed to   them here:   Base RPI Month: the month two months before the month in which this lease is   granted.   Base Rent: rent of £326,200 (THREE HUNDRED AND TWENTY SIX   THOUSAND AND TWO HUNDRED POUNDS) per annum.   Interest Rate: the base rate from time to time of Royal Bank of Scotland plc, or if   that base rate stops being used or published then at a comparable commercial rate   reasonably determined by the Landlord.   RPI: the Retail Prices Index or any official index replacing it.   7.2 In this clause, the President is the President for the time being of the Royal Institution   of Chartered Surveyors or a person acting on his behalf (the “President”), and the   Surveyor is the independent valuer appointed pursuant to clause 7.11 (the   “Surveyor”).   7.3 The Annual Rent shall be reviewed on the Review Date to equal the Annual Rent   payable immediately before the Review Date (or which would then be payable but for   any abatement or suspension of the Annual Rent or restriction on the right to collect   it) or, if greater, the indexed rent determined pursuant to this clause.   7.4 The indexed rent for the Review Date shall be determined by multiplying the Base   Rent by the All Items index value of the RPI for the month two months before the   month in which the Review Date falls, then dividing the product by the All Items   index value of the RPI for the Base RPI Month.     





 







SP/004/006   Fourth Draft: 12 January 2015   16   7.5 The Landlord shall calculate the indexed rent as soon as reasonably practicable and   shall give the Tenant written notice of the indexed rent as soon as reasonably   practicable following such calculation.   7.6 If the revised Annual Rent has not been calculated by the Landlord and notified to the   Tenant on or before the Review Date, the Annual Rent payable from the Review Date   shall continue at the rate payable immediately before that Review Date. On the date   on which the revised Annual Rent is notified by the Landlord to the Tenant, the   Tenant shall pay:   (a) the shortfall (if any) between the amount that it has paid for the period from   the Review Date until the Rent Payment Date following the date of   notification of the revised Annual Rent and the amount that would have   been payable had the revised Annual Rent been notified on or before that   Review Date; and   (b) interest at the Interest Rate on that shortfall calculated on a daily basis by   reference to the Rent Payment Dates on which parts of the shortfall would   have been payable if the revised Annual Rent had been notified on or before   that Review Date and the date payment is received by the Landlord.   7.7 Time shall not be of the essence for the purposes of this clause.   7.8 Subject to clause 7.9, if there is any change to the methods used to compile the RPI,   including any change to the items from which the All Items index of the RPI is   compiled, or if the reference base used to compile the RPI changes, the calculation of   the indexed rent shall be made taking into account the effect of this change.   7.9 The Landlord and the Tenant shall endeavour, within a reasonable time, to agree an   alternative mechanism for setting the Annual Rent if either:   (a) the Landlord or the Tenant reasonably believes that any change referred to   in clause 7.8 would fundamentally alter the calculation of the indexed rent   in accordance with this clause 7.9, and has given notice to the other party of   this belief; or   (b) it becomes impossible or impracticable to calculate the indexed rent in   accordance with this clause 7.9.   This alternative mechanism may (where reasonable) include, or consist of,   substituting an alternative index for the RPI. In default of agreement between the   Landlord and the Tenant on an alternative mechanism for setting the Annual Rent, the   Surveyor shall determine an alternative mechanism.     





 







SP/004/006   Fourth Draft: 12 January 2015   17   7.10 The Surveyor shall determine a question, dispute or disagreement that arises between   the parties in the following circumstances:   (a) where any question or dispute arises between the parties as to the amount of   the Annual Rent payable or as to the interpretation, application or effect of   any part of this clause 7.10; or   (b) where the Landlord and the Tenant fail to reach agreement under clause 7.9.   The Surveyor shall have full power to determine the question, dispute or   disagreement, and shall have power to determine any issue involving the   interpretation of any provision of this lease, his jurisdiction to determine the question,   dispute or disagreement referred to him or his terms of reference. When determining   such a question, dispute or disagreement, the Surveyor may, if he considers it   appropriate, specify that an alternative mechanism for setting the Annual Rent should   apply to this lease, and this includes (but is not limited to) substituting an alternative   index for the RPI.   7.11 The Surveyor shall be an independent valuer who is a Member or Fellow of the Royal   Institution of Chartered Surveyors. The Landlord and the Tenant may, by agreement,   appoint the Surveyor at any time before either of them applies to the President for the   Surveyor to be appointed.   7.12 The Surveyor shall act as an expert and not as an arbitrator. The Surveyor's decision   shall be given in writing, and the Surveyor shall provide reasons for any   determination. The Surveyor's written decision on the matters referred to him shall be   final and binding in the absence of manifest error or fraud.   7.13 The Surveyor shall give the Landlord and the Tenant an opportunity to make written   representations to the Surveyor and to make written counter-representations   commenting on the representations of the other party to the Surveyor. The parties will   provide (or procure that others provide) the Surveyor with such assistance and   documents as the Surveyor reasonably requires for the purpose of reaching a decision.   7.14 Either the Landlord or the Tenant may apply to the President to discharge the   Surveyor if the Surveyor:   (a) dies;   (b) becomes unwilling or incapable of acting; or   (c) unreasonably delays in making any determination.   Clause 7.11 shall then apply in relation to the appointment of a replacement.     





 







SP/004/006   Fourth Draft: 12 January 2015   18   7.15 The fees and expenses of the Surveyor and the cost of the Surveyor's appointment and   any counsel's fees, or other fees, reasonably incurred by the Surveyor shall be payable   by the Landlord and the Tenant in the proportions that the Surveyor directs (or if the   Surveyor makes no direction, then equally). If the Tenant does not pay its part of the   Surveyor's fees and expenses within ten working days after demand by the Surveyor,   the Landlord may pay that part and the amount it pays shall be a debt of the Tenant   due and payable on demand to the Landlord. The Landlord and the Tenant shall   otherwise each bear their own costs in connection with the rent review.   8. SERVICES AND SERVICE CHARGE   8.1 The Services are:   (a) cleaning, maintaining, repairing, reinstating, renewing, replacing, decorating   and rebuilding the Retained Parts the Common Parts and any Service   Media;   (b) lighting the Common Parts and the Retained Parts and cleaning,   maintaining, repairing, reinstating, renewing, replacing and rebuilding and   replacing lighting machinery and equipment on the Common Parts and the   Retained Parts;   (c) cleaning, maintaining, repairing, reinstating, renewing and rebuilding refuse   bins on the Common Parts and the Retained Parts;   (d) cleaning, maintaining, repairing, reinstating, renewing and rebuilding   signage for the Common Parts and the Retained Parts;   (e) providing, operating, cleaning, maintaining, repairing, reinstating, renewing,   upgrading and rebuilding security machinery and equipment (including   closed circuit television) on the Common Parts and the Retained Parts;   (f) providing, operating, cleaning, maintaining, repairing, reinstating, renewing,   upgrading and rebuilding fire prevention, detection and fighting machinery   and equipment and fire alarms on the Common Parts and the Retained Parts;   (g) providing, cleaning, maintaining, repairing, reinstating, renewing and   rebuilding any signboard showing the names and logos of the tenants and   other occupiers at the entrance to the Estate;   (h) providing, maintaining and keeping properly maintained and cultivated the   landscaped and grassed areas of the Common Parts and the Retained Parts   including any plants, shrubs, trees or floral decorations;   (i) providing, operating, cleaning, maintaining, repairing, reinstating, renewing,   upgrading and rebuilding lightning protection equipment on the Common   Parts and the Retained Parts;     





 







SP/004/006   Fourth Draft: 12 January 2015   19   (j) (save insofar as insured under other provisions of this lease) insuring the   Common Parts and the Retained Parts against the Insured Risks and   insuring the Landlord against property owners’ liability, third party liability   and employer’s liability in respect of the Estate and such other risks perils   and contingencies as the Landlord shall from time to time reasonably deem   necessary or expedient;    (k) paying all sums due to Northbank Management Company Limited pursuant   to a deed dated 29 May 1997 and made between (1) Northbank   Management Company Limited and (2) Omega Technologies Limited   excepting the payment of any interest payable pursuant to this deed (save   for any incurred due to late payment of service charge by the Tenant) and   any sums payable to any replacement management company and/or sums   payable under any similar or replacement deed except for the payment of   any interest payable to any replacement management company or under any   similar or replacement deed (save for any incurred due to late payment of   service charge by the Tenant);    (l) cleaning, maintaining, repairing, reinstating, renewing, replacing,   decorating, rebuilding, and gritting the roads and footpaths on the Estate as   often as shall be necessary; and    (m) any other service or amenity that the Landlord may acting in accordance   with the principles of good estate management provide for the benefit of the   tenants and occupiers of the Estate excluding the cost of maintaining,   repairing, renewing or installing any part or whole of the fire sprinkler   system at the Property which cost shall be dealt with in accordance with   clause 46.   8.2 The Service Costs are the total of:   (a) the whole of the costs of:   (i) providing the Services;   (ii) the supply and removal of electricity, gas, water, sewage and other   utilities to and from the Common Parts and the Retained Parts;   (iii) complying with the recommendations and requirements of the   insurers of the Estate (insofar as those recommendations and   requirements relate to the Common Parts and/or the Retained Parts);   (iv) complying with all laws and any health and safety requirements   relating to the Common Parts and the Retained Parts, their use and   any works carried out at them, and/or relating to the use of all   Service Media, machinery and equipment at or serving the Common   Parts and/or the Retained Parts and to any materials kept at or   disposed of from the Common Parts and/or the Retained Parts;     





 







SP/004/006   Fourth Draft: 12 January 2015   20   (v) complying with the Third Party Rights insofar as they relate to the   Common Parts and/or the Retained Parts;   (vi) providing, repairing, maintaining, renewing and replacing such   plant, machinery, equipment and materials as the landlord in its   reasonable discretion may consider to be necessary for the proper   provision or supply of the services from time to time provided or   supplied by or on behalf of the Landlord; and   (vii) taking any steps (including proceedings) that the Landlord considers   necessary to prevent or remove any encroachment over the   Common Parts and/or the Retained Parts or to prevent the   acquisition of any right over the Common Parts and/or the Retained   Parts (or the Estate as a whole) or to remove any obstruction to the   flow of light or air to the Common Parts and/or the Retained Parts   (or the Estate as a whole);    (viii) taking any steps deemed desirable or expedient by the Landlord for   complying with or making any representations against or otherwise   contesting the incidence of the provisions of any legislation or   orders or statutory requirements thereunder concerning town   planning, compulsory purchase, public health, highways, streets,   drainage or other matters relating to or allegedly relating to the   Estate for which no tenant of the Estate is directly liable under any   lease of any part of the Estate;   (b) the proper and reasonable costs, fees and disbursements of:   (i) managing agents employed by the Landlord for the carrying out and   provision of the Services or, where managing agents are not   employed, a management fee for the same;    (ii) employing such staff and personnel as the Landlord shall reasonably   think fit for the management of the Estate (including without   prejudice to the generality of the foregoing the provision of   cleaning, security and horticultural services) and so that the costs of   such employment shall include not only all such direct costs   incurred but also the provision of uniforms the payment of national   insurance contributions and other government levies by reference to   employment of personnel the provision of pensions and payment of   training and industrial levies and redundancy payments and any   other expenses ancillary to the employment of personnel in   connection with the provision of these services; and   (iii) accountants, surveyors or other professional advisers employed by   the Landlord to prepare and audit or otherwise in connection with   the service charge accounts;     





 







SP/004/006   Fourth Draft: 12 January 2015   21   (c) all existing or future charges, assessments, outgoings (including meter   charges), rates, taxes and impositions payable in respect of the Common   Parts and/or the Retained Parts, their use and any works carried out on them   (other than any taxes payable by the Landlord in connection with any   dealing with or disposition of its reversionary interest in the Estate)   including without limitation any for water, electricity, fuel, telephone and   public and other statutory utilities consumed on the Common Parts or the   Retained Parts or used in connection with the provision of any services by   or on behalf of the Landlord; and    (d) any VAT payable by the Landlord in respect of any of the items mentioned   above except to the extent that the Landlord is able to recover such VAT.   8.3 Subject to the Tenant paying the Service Charge, the Landlord shall use its reasonable   endeavours to repair, maintain, clean and light the roads, paths and parking areas on   the Common Parts. The Landlord may, but shall not be obliged to, provide any of the   other Services. The Landlord shall not be obliged to carry out any repair where the   need for that repair has arisen by reason of any damage or destruction by a risk   against which the Landlord is not obliged to insure.   8.4 Before, or as soon as practicable after the start of each Service Charge Year, the   Landlord shall prepare and send the Tenant an estimate of the Service Costs for that   Service Charge Year and a statement of the estimated Service Charge for that Service   Charge Year.   8.5 (Subject to clause 8.7) the Tenant shall pay the estimated Service Charge for each   Service Charge Year in four equal instalments on each of the Rent Payment Dates.   8.6 In relation to the Service Charge Year current at the date of this lease, the Tenant's   obligations to pay the estimated Service Charge and the actual Service Charge shall   (subject to clause 8.7) be limited to an apportioned part of those amounts, such   apportioned part to be calculated on a daily basis for the period from (and including)   the earlier of the date of this lease and the date on which the Tenant took occupation   of the Property to the end of the Service Charge Year. The estimated Service Charge   for which the Tenant is liable shall be paid in equal instalments on the date of this   lease and the remaining Rent Payment Days during the period from and including the   date of this lease until the end of the Service Charge Year.   8.7 If the Landlord shall incur expenditure forming part of the Service Costs which either   is in respect of a matter which has not been taken into account in arriving at the   provisional estimate of the Service Charge for that period or is of an amount   materially greater than has been allowed in arriving at such provisional estimate the     





 







SP/004/006   Fourth Draft: 12 January 2015   22   Landlord shall be entitled to recover from the Tenant the due proportion of the whole   of such expenditure on the Rent Payment Day next following such expenditure being   incurred by the Landlord.   8.8 As soon as reasonably practicable after the end of each Service Charge Year, the   Landlord shall prepare and send to the Tenant a certificate showing the Service Costs   and the Service Charge for that Service Charge Year.    8.9 If any cost is omitted from the calculation of the Service Charge in any Service   Charge Year, the Landlord shall be entitled to include it in the estimate and certificate   of the Service Charge in any following Service Charge Year. Otherwise, and except   in the case of manifest error, the Service Charge certificate shall be conclusive as to   all matters of fact to which it refers and the Tenant shall not be entitled to object to   the Service Charge certificate or any item comprised in the Service Costs.   8.10 If, in respect of any Service Charge Year, the Landlord's estimate of the Service   Charge is less than the Service Charge, the Tenant shall pay the difference on   demand. If, in respect of any Service Charge Year, the Landlord's estimate of the   Service Charge is more than the Service Charge, the Landlord shall credit the   difference against the Tenant’s next instalment of the estimated Service Charge and   where the difference exceeds the next instalment then the balance of the difference   shall be credited against each succeeding instalment until it is fully credited.   8.11 The provisions of this clause 8 shall continue to apply notwithstanding the expiry or   sooner determination of the lease in respect of any Service Charge Period then current   9. INSURANCE   9.1 Subject to clause 9.2, the Landlord shall keep the Property (other than any plate glass   at the Property) insured against loss or damage by the Insured Risks for the sum   which the Landlord acting reasonably considers to be its full reinstatement cost   (taking inflation of building costs into account). The Landlord shall not be obliged to   insure any part of the Property installed by the Tenant.   9.2 The Landlord's obligation to insure is subject to:   (a) any exclusions, limitations, excesses and conditions that may be imposed by   the insurers; and   (b) insurance being available in the London insurance market on reasonable   terms.      





 







SP/004/006   Fourth Draft: 12 January 2015   23   9.3 The Tenant shall pay to the Landlord on demand:   (a) the Insurance Rent;   (b) any amount that is deducted or disallowed by the insurers pursuant to any   excess provision in the insurance policy; and   (c) any costs that the Landlord incurs in obtaining a valuation of the Property   for insurance purposes and a fair proportion of any costs that the Landlord   incurs in obtaining a valuation of the Estate for insurance purposes provided   that such a valuation shall be limited to once during each three years of the   Term.    9.4 The Tenant shall:   (a) immediately inform the Landlord if any matter occurs that any insurer or   underwriter may treat as material in deciding whether or on what terms to   insure or to continue to insure the Property and shall give the Landlord   notice of that matter;   (b) not do or omit anything as a result of which any policy of insurance of the   Estate or any neighbouring property may become void or voidable or   otherwise prejudiced, or the payment of any policy money may be withheld,   nor (unless the Tenant has previously notified the Landlord and has paid any   increased or additional premium) anything as a result of which any   increased or additional insurance premium may become payable;   (c) comply at all times with the requirements and reasonable recommendations   of the insurers relating to the Property and the use by the Tenant of the   Common Parts save that the reasonable and proper cost of any works   required to the Property of a capital nature pursuant to the requirements and   reasonable recommendations of the insurers shall be payable by the   Landlord to the extent that such works would be necessary if the Property   were in the state of condition and layout of the Property as shown on the   Schedule of Condition attached to this Lease excluding for the avoidance of   doubt any alterations carried out to the Property by or on behalf of the   Tenant or its predecessors in title;   (d) carry out in accordance with the directions of the Landlord all such works as   may be required by the Landlord’s insurers in respect of the Property at its   own cost save that the reasonable and proper cost of any works required to   the Property of a capital nature pursuant to the requirements and reasonable   recommendations of the insurers shall be payable by the Landlord to the   extent that such works would be necessary if the Property were in the state   of condition and layout of the Property as shown on the Schedule of   Condition attached to this Lease excluding for the avoidance of doubt any     





 







SP/004/006   Fourth Draft: 12 January 2015   24   alterations carried out to the Property by or on behalf of the Tenant or its   predecessors in title;   (e) give the Landlord notice as soon as practicable after becoming aware of the   occurrence of any damage or loss relating to the Property arising from an   Insured Risk or of any other event that might affect any insurance policy   relating to the Property;   (f) not effect any insurance of the Property (except any plate glass at the   Property), but if it becomes entitled to the benefit of any insurance proceeds   in respect of the Property (other than in respect of plate glass) pay those   proceeds or cause them to be paid to the Landlord; and   (g) pay the Landlord an amount equal to any insurance money that the insurers   of the Estate refuse to pay (in relation to the Estate) by reason of any act or   omission of the Tenant or any undertenant, their workers, contractors or   agents or any person at the Property or the Common Parts with the actual or   implied authority of any of them.   9.5 The Landlord shall, subject to obtaining all necessary planning and other consents,   use all insurance money received (other than for loss of rent) in connection with any   damage to the Property to repair the damage for which the money has been received   or (as the case may be) in rebuilding the Property. The Landlord shall not be obliged   to:   (a) provide accommodation or facilities identical in layout or design so long as   accommodation reasonably equivalent to that previously at the Property is   provided; or   (b) repair or rebuild if the Tenant has failed to pay any of the Insurance Rent; or   (c) repair or rebuild the Property after a notice has been served pursuant to   clause 9.7.   9.6 If the Property is damaged or destroyed by an Insured Risk so as to be unfit for   occupation and use so as to make the Property inaccessible or unusable then, unless   the policy of insurance in relation to the Property or the Common Parts and/or the   Retained Parts has been vitiated in whole or in part in consequence of any act or   omission of the Tenant, any undertenant or their respective workers, contractors or   agents or any other person on the Property or the Common Parts and/or Retained   Parts with the actual or implied authority of any of them, payment of the Annual   Rent, or a fair proportion of it according to the nature and extent of the damage, shall   be suspended until the Property has been reinstated and made fit for occupation and   use or the Common Parts have been reinstated so as to make the Property accessible   or useable (as the case may be), or (if earlier) until the insurance effected or caused to   be effected by the Landlord in respect of loss of rent shall be exhausted.     





 







SP/004/006   Fourth Draft: 12 January 2015   25   9.7 If at any time following damage to or destruction of the Property, the Landlord   considers that it is impossible or impractical to reinstate the Property, the Landlord   may terminate this lease by giving notice to the Tenant. On giving notice this lease   shall determine but this shall be without prejudice to any right or remedy of the   Landlord in respect of any breach of the tenant covenants of this lease. Any proceeds   of the insurance shall belong to the Landlord.   9.8 Provided that the Tenant has complied with its obligations in this clause, the Tenant   may terminate this lease by giving notice to the Landlord if, following damage or   destruction by an Insured Risk, the Property has not been reinstated so as to be fit for   occupation and use within three years after the date of damage or destruction. On   giving this notice this lease shall determine but this shall be without prejudice to any   right or remedy of the Landlord in respect of any breach of the tenant covenants of   this lease. Any proceeds of the insurance (other than any insurance for plate glass)   shall belong to the Landlord.   10. RATES AND TAXES   10.1 The Tenant shall pay all present and future rates, taxes and other impositions and   outgoings payable in respect of the Property, its use and any works carried out there,   except:   (a) any taxes payable by the Landlord in connection with any dealing with or   disposition of the reversion to this lease; or   (b) any taxes (other than VAT and insurance premium tax) payable by the   Landlord by reason of the receipt of any of the rents due under this lease.   10.2 The Tenant shall not make any proposal to alter the rateable value of the Property or   that value as it appears on any draft rating list, without the approval of the Landlord.   10.3 If, after the end of the term, the Landlord loses rating relief (or any similar relief or   exemption) because it has been allowed to the Tenant, then the Tenant shall pay the   Landlord an amount equal to the relief or exemption that the Landlord has lost.   11. UTILITIES   11.1 The Tenant shall pay all costs in connection with the supply and removal of   electricity, gas, water, sewage, telecommunications, data and other services and   utilities to or from the Property.     





 







SP/004/006   Fourth Draft: 12 January 2015   26   11.2 The Tenant shall comply with all laws and with any recommendations of the relevant   suppliers relating to the use of those services and utilities.   12. COMMON ITEMS   12.1 The Tenant shall pay the Landlord on demand a fair proportion of all costs payable by   the Landlord for the maintenance, repair, lighting, cleaning and renewal of all Service   Media, structures and other items not on the Property but used or capable of being   used by the Property in common with other land.   12.2 The Tenant shall comply with all reasonable regulations the Landlord may make from   time to time in connection with the use of any of those Service Media, structures or   other items.   13. VAT   13.1 All sums payable by the Tenant are exclusive of any VAT that may be chargeable.   The Tenant shall pay VAT in respect of all taxable supplies made to it in connection   with this lease on the due date for making any payment or, if earlier, the date on   which that supply is made for VAT purposes.   13.2 Every obligation on the Tenant, under or in connection with this lease, to pay the   Landlord or any other person any sum by way of a refund or indemnity, shall include   an obligation to pay an amount equal to any VAT incurred on that sum by the   Landlord or other person except, to the extent that the Landlord or other person   obtains credit for such VAT under the Value Added Tax Act 1994.   14. DEFAULT INTEREST AND INTEREST   14.1 If any Annual Rent has not been paid by the date it is due or any other money payable   under this lease has not been paid by the date 7 days after it is due, in each case   whether it has been formally demanded or not, the Tenant shall pay the Landlord   interest on that amount at the Default Interest Rate (both before and after any   judgment). Such interest shall accrue on a daily basis for the period beginning on the   due date and ending on the date of payment.   14.2 If the Landlord does not demand or accept any Annual Rent or other money due or   tendered under this lease because the Landlord reasonably believes that the Tenant is   in breach of any of the tenant covenants of this lease, then the Tenant shall, when that   amount is accepted by the Landlord, also pay interest at the Interest Rate on that     





 







SP/004/006   Fourth Draft: 12 January 2015   27   amount for the period beginning on the date the amount (or each part of it) became   due and ending on the date it is accepted by the Landlord.   15. COSTS   15.1 The Tenant shall pay the costs and expenses of the Landlord including any solicitors’   or other professionals’ costs and expenses (incurred both during and after the end of   the term) in connection with or in contemplation of any of the following:   (a) the enforcement of the tenant covenants of this lease;   (b) serving any notice in connection with this lease under section 146 or 147 of   the Law of Property Act 1925 or taking any proceedings under either of   those sections, notwithstanding that forfeiture is avoided otherwise than by   relief granted by the court;   (c) serving any notice in connection with this lease under section 17 of the   Landlord and Tenant (Covenants) Act 1995;   (d) the preparation and service of a schedule of dilapidations in connection with   this lease; or   (e) any consent or approval applied for under this lease, whether or not it is   granted (unless the consent or approval is unreasonably withheld by the   Landlord in circumstances where the Landlord is not unreasonably to   withhold it).   15.2 Where the Tenant is obliged to pay or indemnify the Landlord against any solicitors’   or other professionals’ costs and expenses (whether under this or any other clause of   this lease) that obligation extends to those costs and expenses assessed on a full   indemnity basis.   16. COMPENSATION ON VACATING   Any right of the Tenant or anyone deriving title under the Tenant to claim   compensation from the Landlord on leaving the Property under the LTA 1954 is   excluded, except to the extent that the legislation prevents that right being excluded.   17. SET-OFF   The Annual Rent and all other amounts due under this lease shall be paid by the   Tenant or any guarantor (as the case may be) in full without any set-off,   counterclaim, deduction or withholding (other than any deduction or withholding of   tax as required by law).     





 







SP/004/006   Fourth Draft: 12 January 2015   28   18. REGISTRATION OF THIS LEASE   18.1 Promptly following the grant of this lease, the Tenant shall apply to register this lease   at HM Land Registry. The Tenant shall ensure that any requisitions raised by HM   Land Registry in connection with that application are dealt with promptly and   properly. Within one month after completion of the registration, the Tenant shall send   the Landlord official copies of its title.   18.2 The Tenant shall not:    (a) apply to HM Land Registry to designate this lease as an exempt information   document;   (b) object to an application by the Landlord to HM Land Registry to designate   this lease as an exempt information document; or   (c) apply for an official copy of any exempt information document version of   this lease.   19. ASSIGNMENTS   19.1 The Tenant shall not assign the whole of this lease without the consent of the   Landlord, such consent not to be unreasonably withheld or delayed.   19.2 The Tenant shall not assign part only of this lease.   19.3 The Landlord and the Tenant agree that for the purposes of section 19(1A) of the   Landlord and Tenant Act 1927 the Landlord may give its consent to an assignment   subject to all or any of the following conditions:   (a) a condition that the assignor enters into an authorised guarantee agreement   which:   (i) is in respect of all the tenant covenants of this lease;   (ii) is in respect of the period beginning with the date the assignee   becomes bound by those covenants and ending on the date when the   assignee is released from those covenants by virtue of section 5 of   the Landlord and Tenant (Covenants) Act 1995;   (iii) imposes principal debtor liability on the assignor;   (iv) requires (in the event of a disclaimer of liability of this lease) the   assignor to enter into a new tenancy for a term equal to the   unexpired residue of the Contractual Term; and   (v) is otherwise in a form reasonably required by the Landlord;     





 







SP/004/006   Fourth Draft: 12 January 2015   29   (b) a condition that a person of standing acceptable to the Landlord enters into a   guarantee and indemnity of the tenant covenants of this lease in the form set   out in the Schedule (but with such amendments and additions as the   Landlord may reasonably require).   19.4 The Landlord and the Tenant agree that for the purposes of section 19(1A) of the   Landlord and Tenant Act 1927 the Landlord may refuse its consent to an assignment   if any of the following circumstances exist at the date of the Tenant's application for   consent to assign this lease:   (a) the Annual Rent or any other money due under this lease is outstanding or   there is a breach of covenant by the Tenant that has not been remedied;   (b) in the Landlord's reasonable opinion the assignee is not of sufficient   financial standing to enable it to comply with the Tenant's covenants and   conditions contained in the lease; or   (c) the assignee and the Tenant are group companies within the meaning of   section 42 of the LTA 1954.   19.5 Nothing in this clause shall prevent the Landlord from giving consent subject to any   other reasonable condition, nor from refusing consent to an assignment in any other   circumstance where it is reasonable to do so.   20. UNDERLETTINGS   20.1 The Tenant shall not underlet the whole of the Property except in accordance with   this clause nor without the consent of the Landlord, such consent not to be   unreasonably withheld or delayed.   20.2 The Tenant shall not underlet part only of the Property.   20.3 The Tenant shall not underlet the Property:   (a) together with any property or any right over property that is not included   within this lease;   (b) at a fine or premium or reverse premium; nor   (c) allowing any rent free period to the undertenant that exceeds the period as is   then usual in the open market in respect of such a letting.   20.4 The Tenant shall not underlet the Property unless, before the underlease is granted,   the Tenant has given the Landlord:     





 







SP/004/006   Fourth Draft: 12 January 2015   30   (a) a certified copy of the notice served on the undertenant, as required by   section 38A(3)(a) of the LTA 1954, applying to the tenancy to be created by   the underlease; and   (b) a certified copy of the declaration or statutory declaration made by the   undertenant in accordance with the requirements of section 38A(3)(b) of the   LTA 1954.   20.5 Any underletting by the Tenant shall be by deed and shall include:   (a) an agreement between the Tenant and the undertenant that the provisions of   sections 24 to 28 of the LTA 1954 are excluded from applying to the   tenancy created by the underlease;   (b) the reservation of a rent which is not less than the full open market rental   value of the Property at the date the Property is underlet and which is   payable at the same times as the Annual Rent under this lease;   (c) provisions for the review of rent at the same dates and on the same basis as   the review of rent in this lease, unless the term of the underlease does not   extend beyond the next Review Date;   (d) a covenant by the undertenant, enforceable by and expressed to be   enforceable by the Landlord (as superior landlord at the date of grant) and   its successors in title in their own right, to observe and perform the tenant   covenants in the underlease and any document that is supplemental or   collateral to it and the tenant covenants in this lease, except the covenants to   pay the rents reserved by this lease; and   (e) provisions requiring the consent of the Landlord to be obtained in respect of   any matter for which the consent of the Landlord is required under this   lease,   and shall otherwise be consistent with and include tenant covenants no less onerous   (other than as to the Annual Rent) than those in this lease and in a form approved by   the Landlord, such approval not to be unreasonably withheld.   20.6 In relation to any underlease granted by the Tenant, the Tenant shall:   (a) not vary the terms of the underlease nor accept a surrender of the underlease   without the consent of the Landlord, such consent not to be unreasonably   withheld;   (b) enforce the tenant covenants in the underlease and not waive any of them   nor allow any reduction in the rent payable under the underlease; and     





 







SP/004/006   Fourth Draft: 12 January 2015   31   (c) ensure that in relation to any rent review the revised rent is not agreed   without the approval of the Landlord, such approval not to be unreasonably   withheld.   21. SHARING OCCUPATION   The Tenant may share occupation of the Property with any company that is a member   of the same group (within the meaning of section 42 of the LTA 1954) as the Tenant   for as long as that company remains within that group or with any other party on a   strictly temporary basis with the prior written consent of the Landlord (such consent   not to be unreasonably withheld or delayed) provided that no relationship of landlord   and tenant is established by any arrangement referred to in this clause and provided   further that the Tenant shall terminate any such sharing of occupation other than with   a member of the same group (within the meaning of section 42 of the LTA 1954) as   the Tenant upon receipt of written notice from the Landlord.   22. CHARGING   22.1 The Tenant shall not charge the whole of this lease without the consent of the   Landlord, such consent not to be unreasonably withheld.   22.2 The Tenant shall not charge part only of this lease.   23. PROHIBITION OF OTHER DEALINGS   Except as expressly permitted by this lease, the Tenant shall not assign, underlet,   charge, part with or share possession or share occupation of this lease or the Property   or hold the lease on trust for any person (except pending registration of a dealing   permitted by this lease at HM Land Registry or by reason only of joint legal   ownership).   24. REGISTRATION AND NOTIFICATION OF DEALINGS AND OCCUPATION   24.1 In this clause a Transaction is:   (a) any dealing with this lease or the devolution or transmission of, or parting   with possession of any interest in it; or   (b) the creation of any underlease or other interest out of this lease, or out of   any interest, underlease derived from it, and any dealing, devolution or   transmission of, or parting with possession of any such interest or   underlease; or   (c) the making of any other arrangement for the occupation of the Property.     





 







SP/004/006   Fourth Draft: 12 January 2015   32   24.2 In respect of every Transaction that is registrable at HM Land Registry, the Tenant   shall promptly following completion of the Transaction apply to register it (or   procure that the relevant person so applies). The Tenant shall (or shall procure that)   any requisitions raised by HM Land Registry in connection with an application to   register a Transaction are dealt with promptly and properly. Within ten days of   completion of the registration, the Tenant shall send the Landlord official copies of its   title (and where applicable of the undertenant’s title).   24.3 No later than one month after a Transaction the Tenant shall:   (a) give the Landlord’s solicitors notice of the Transaction; and   (b) deliver two certified copies of any document effecting the Transaction to the   Landlord’s solicitors; and   (c) pay the Landlord’s solicitors a registration fee of £50 (plus VAT).   (d) deliver to the Landlord's solicitors a copy of any Energy Performance   Certificate and Recommendation Report issued as a result of the   Transaction.   24.4 If the Landlord so requests, the Tenant shall promptly supply the Landlord with full   details of the occupiers of the Property and the terms upon which they occupy it.   25. CLOSURE OF THE REGISTERED TITLE OF THIS LEASE   Within one month after the end of the term (and notwithstanding that the term has   ended), the Tenant shall make an application to close the registered title of this lease   and shall ensure that any requisitions raised by HM Land Registry in connection with   that application are dealt with promptly and properly; the Tenant shall keep the   Landlord informed of the progress and completion of its application.   26. REPAIRS   26.1 The Tenant shall put and keep the Property clean and tidy and in good repair and   condition except that the Tenant shall not be required to put the Property into any   better state of repair or condition than it was in at the date of this lease as evidenced   by the Schedule of Condition and shall ensure that any Service Media within and   exclusively serving the Property is kept in good working order.   26.2 The Tenant shall not be liable to repair the Property to the extent that any disrepair   has been caused by an Insured Risk, unless and to the extent that:   (a) the policy of insurance of the Property has been vitiated or any insurance   proceeds withheld in consequence of any act or omission of the Tenant, any     





 







SP/004/006   Fourth Draft: 12 January 2015   33   undertenant or their respective workers, contractors or agents or any person   on the Property with the actual or implied authority of any of them.; or   (b) the insurance cover in relation to that disrepair is excluded, limited, is   unavailable or has not been extended, as mentioned in clause 9.2.   26.3 The Tenant shall keep the external areas of the Property in a clean and tidy condition   and not allow any rubbish or waste to be left there and shall maintain any trees,   shrubs and landscaped areas at the Property and without prejudice to the generality of   the foregoing the Tenant shall by pressure washing clean the exterior of the Property   and the gutters serving the Property as frequently as shall be necessary to keep these   areas clean and clear of algae but not less frequently than once in every 3 year period.   26.4 The Tenant shall clean the exterior and interior of all windows at the Property not less   frequently than twice per year and otherwise as often as is necessary.   27. DECORATION   27.1 The Tenant shall decorate the outside of the Property as often as is reasonably   necessary but not less frequently than in every third year of the term and also in the   last three months before the end of the term and the Tenant shall decorate the inside   of the Property as often as is reasonably necessary but not less frequently than in   every fifth year of the term and also in the last three months before the end of the   term.   27.2 All decoration shall be carried out in a good and proper manner using good quality   materials that are appropriate to the Property and the Permitted Use and shall include   all appropriate preparatory work.   27.3 All decoration carried out in the last three months of the term shall also be carried out   to the reasonable satisfaction of the Landlord and using materials, designs and colours   approved by the Landlord acting reasonably.   27.4 The Tenant shall replace all the carpet and all the vinyl floor coverings to the ground   and first floor office areas at the Property within the three months before the end of   the term with new ones of good quality and appropriate to the Property and the   Permitted Use approved in writing by the Landlord (such approval not to be   unreasonably withheld or delayed).     





 







SP/004/006   Fourth Draft: 12 January 2015   34   28. ALTERATIONS   28.1 The Tenant shall not make any external or structural alteration or addition to the   Property and shall not make any opening in any boundary structure of the Property.   28.2 The Tenant shall not install any Service Media on the exterior of the Property nor   alter the route of any Service Media at the Property without the consent of the   Landlord, such consent not to be unreasonably withheld or delayed.   28.3 The Tenant shall not make any internal, non-structural alteration to the Property   without the consent of the Landlord, such consent not to be unreasonably withheld or   delayed PROVIDED THAT the Tenant may without the Landlord’s consent make   internal non-structural alterations to the Property which do not affect the Service   Media or other conduits plant and machinery within or serving the Property subject to   the Tenant having provided satisfactory detailed specifications and drawings to the   Landlord prior to commencing such alterations and subject also to the Tenant   obtaining the Landlord’s recommendations and requirements prior to commencing   the alterations and complying with such recommendations and requirements as are   reasonable as far as reasonably practicable whilst carrying out such alterations.   28.4 The Tenant shall not carry out  any alteration to the Property which would, or may   reasonably be expected to, have a material adverse effect on the asset rating in any   Energy Performance Certificate commissioned in respect of the Property.   29. SIGNS   29.1 In this clause Signs include signs, fascia, placards, boards, posters and   advertisements.   29.2 The Tenant shall not attach any Signs to the exterior of the Property or display any   inside the Property so as to be seen from the outside without the prior written consent   of the Landlord, such consent not to be unreasonably withheld or delayed.2   29.3 Before the end of the term, the Tenant shall remove any Signs placed by it at the   Property and shall make good any damage caused to the Property by that removal.                                                          2 Plainlaw: Tenant to provide proposals for Landlord’s consideration.      





 







SP/004/006   Fourth Draft: 12 January 2015   35   30. RETURNING THE PROPERTY TO THE LANDLORD   30.1 At the end of the term the Tenant shall return the Property to the Landlord in the   repair and condition required by this lease.   30.2 Unless the Landlord gives the Tenant notice in writing at least three months before   the end of the term, the Tenant shall remove items it has fixed to the Property,   remove any alterations it has made to the Property and make good any damage   caused to the Property by that removal.   30.3 At the end of the term, the Tenant shall remove from the Property all chattels   belonging to or used by it.   30.4 The Tenant irrevocably appoints the Landlord to be the Tenant’s agent to store or   dispose of any chattels or items it has fixed to the Property and which have been left   by the Tenant on the Property for more than ten working days after the end of the   term. The Landlord shall not be liable to the Tenant by reason of that storage or   disposal. The Tenant shall indemnify the Landlord in respect of any claim made by a   third party in relation to that storage or disposal.   30.5 If the Tenant does not comply with its obligations in this clause, then, without   prejudice to any other right or remedy of the Landlord, the Tenant shall pay the   Landlord an amount equal to the Annual Rent at the rate reserved immediately before   the end of the term for the period that it would reasonably take to put the Property   into the condition it would have been in had the Tenant performed its obligations   under this clause. The amount shall be a debt due on demand from the Tenant to the   Landlord.   31. USE   31.1 The Tenant shall not use the Property for any purpose other than the Permitted Use.   31.2 The Tenant shall not use the Property for any illegal or immoral purpose nor for any   purpose or in a manner that would cause loss, damage, injury, nuisance or   inconvenience to the Landlord, the other tenants or occupiers of the Lettable Units or   any owner or occupier of neighbouring property.   31.3 The Tenant shall not use the Property for any noxious, noisy or offensive trade or   business and shall not hold any sale by auction or public show nor keep any live   animals or birds on the Property and not save as permitted by the insurers to allow on     





 







SP/004/006   Fourth Draft: 12 January 2015   36   the Premises anything which is or may become dangerous, offensive, combustible,   inflammable, radioactive or explosive.   31.4 Not to trade or display goods outside the Property nor to cause any obstruction   outside the Property.   31.5 Not to use on the Property any machinery or sound reproduction or amplifying   equipment which shall be noisy or cause vibration or be a nuisance, disturbance to the   Landlord or the owners and/or occupiers of any adjoining or neighbouring premises.   31.6 Not to suffer or permit any person to reside or sleep on the Property.   31.7 Not to discharge anything into the Service Media serving the Property which will be   corrosive or harmful or which may cause any obstruction or deposit therein.   31.8 Not to commit any waste upon the Property.   31.9 Not to use the Property as an office for a government agency or other public authority   which would involve the attendance thereat of members of the public for the purpose   of seeking employment or enrolling for or collecting any statutory social security,   health insurance or other benefit payment or applying for or collecting any licence,   passport, certificate or similar document or paying thereat any tax, imposition or   other financial liability.   31.10 The Tenant shall not overload any structural part of the Property nor any machinery   or equipment at the Property nor any Service Media at or serving the Property.   31.11 If the Property is continually unoccupied for more than one month the Tenant shall   provide security and caretaking arrangements to afford the Property reasonable   protection against vandalism, theft or unlawful occupation.   31.12 The Tenant shall keep the Property at a temperature sufficiently high to prevent   freezing of water in any Service Media.   31.13 The Tenant shall not use any parking spaces within the Property otherwise than for   parking cars and the Tenant shall not park cars other than within the Property.     





 







SP/004/006   Fourth Draft: 12 January 2015   37   31.14 The Tenant shall not obstruct others lawfully using the Common Parts and shall use   the same in a reasonable manner and in accordance with any reasonable regulations   made by the Landlord from time to time.   32. MANAGEMENT OF THE ESTATE   32.1 The Tenant shall observe all regulations made by the Landlord from time to time in   accordance with the principles of good estate management and notified to the Tenant   relating to the use of the Common Parts and the management of the Estate.   32.2 Nothing in this lease shall impose or be deemed to impose any restriction on the use   of any other Lettable Unit or any neighbouring property.   33. COMPLIANCE WITH LAWS   33.1 The Tenant shall comply with all laws relating to:   (a) the Property and the occupation and use of the Property by the Tenant;   (b) the use or operation of all Service Media and machinery and equipment at   or serving the Property whether or not used or operated, and shall, where   necessary, replace or convert such Service Media within or exclusively   serving the Property so that it is capable of lawful use or operation;   (c) any works carried out at the Property; and   (d) all materials kept at or disposed from the Property.   33.2 Without prejudice to any obligation on the Tenant to obtain any consent or approval   under this lease, the Tenant shall carry out all works that are required under any law   to be carried out at the Property whether by the owner or the occupier.   33.3 Within five working days after receipt of any notice or other communication affecting   the Property or the Estate (and whether or not served pursuant to any law) the Tenant   shall:   (a) send a copy of the relevant document to the Landlord; and   (b) in so far as it relates to the Property, take all steps necessary to comply with   the notice or other communication and take any other action in connection   with it as the Landlord may require.   33.4 The Tenant shall not apply for any planning permission for the Property without the   Landlord’s consent PROVIDED THAT the Tenant may apply at its sole cost at any   time during the Term for consent for the Property to be used for uses within class B2     





 







SP/004/006   Fourth Draft: 12 January 2015   38   of the Town and Country (Use Classes) Order 1987 in connection with the carrying   on of the Tenant’s business proposed to be carried out at the Property in addition to   the uses currently permitted as at the date of this lease and the Landlord will not   object to such an application.   33.5 The Tenant shall comply with its obligations under the CDM Regulations, including   all requirements in relation to the provision and maintenance of a health and safety   file. The Tenant shall maintain the health and safety file for the Property in   accordance with the CDM Regulations keep the health and safety file up to date   including conducting any necessary assessments and shall give it to the Landlord at   the end of the term.   33.6 The Tenant shall supply all information to the Landlord that the Landlord reasonably   requires from time to time to comply with the Landlord’s obligations under the CDM   Regulations.   33.7 As soon as the Tenant becomes aware of any defect in the Property, it shall give the   Landlord notice of it. The Tenant shall indemnify the Landlord against any liability   under the Defective Premises Act 1972 in relation to the Property by reason of any   failure of the Tenant to comply with any of the tenant covenants in this lease.   33.8 The Tenant shall keep the Property equipped with all fire prevention, detection and   fighting machinery and equipment and fire alarms which are required under all   relevant laws or required by the insurers of the Property or reasonably recommended   by them or reasonably required by the Landlord and shall keep that machinery,   equipment and alarms properly maintained and available for inspection.   34. ENERGY PERFORMANCE CERTIFICATES   34.1 The Tenant shall:   (a) cooperate with the Landlord so far as is reasonably necessary to allow the   Landlord to obtain an Energy Performance Certificate and Recommendation   Report for the Property including providing the Landlord with copies of any   plans or other information held by the Tenant that would assist in obtaining   an Energy Performance Certificate; and   (b) allow such access to any Energy Assessor appointed by the Landlord as is   reasonably necessary to inspect the Property for the purposes of preparing   an Energy Performance Certificate and/or Recommendation Report for the   Property.     





 







SP/004/006   Fourth Draft: 12 January 2015   39   34.2 The Tenant shall not commission an Energy Performance Certificate for the Property   without the Landlord's consent (not to be unreasonably withheld or delayed).   35. AGREEMENT ON ENVIRONMENTAL LIABILITIES   Notwithstanding any other provisions in this Lease, the Landlord and Tenant agree   that:   35.1 Any liability under Environmental Law (including, without limitation, any liability   under the Contaminated Land Regime) arising in respect of Hazardous Substances in,   on, under or emanating from the Property, that existed on or before the date of this   Lease, shall be the sole responsibility of the Landlord save to the extent that any   migration or emanation of such Hazardous Substances is due to deliberate, reckless or   negligent act or omission by the Tenant.   35.2 This clause 35 constitutes an agreement on liabilities under the Department for   Environment, Food and Rural Affairs' statutory guidance on the Contaminated Land   Regime.    35.3 If the Enforcing Authority serves a notice under the Contaminated Land Regime on   either Party, either Party may produce a copy of this clause 35 to any Enforcing   Authority or court for the purposes of determining liability under the Contaminated   Land Regime, regardless of any confidentiality agreement that may exist between the   Parties relating to this Lease or any of its provisions.   35.4 Neither Party shall challenge the application of the agreement on liabilities set out in   this clause.   36. ENCROACHMENTS, OBSTRUCTIONS AND ACQUISITION OF RIGHTS   36.1 The Tenant shall not grant any right or licence over the Property to any person.   36.2 If any person makes or attempts to make any encroachment over the Property or takes   any action by which a right may be acquired over the Property, the Tenant shall:   (a) immediately inform the Landlord and shall give the Landlord notice of that   encroachment or action; and   (b) take all steps (including any proceedings) the Landlord reasonably requires   to prevent or license the continuation of that encroachment or action.     





 







SP/004/006   Fourth Draft: 12 January 2015   40   36.3 The Tenant shall not obstruct the flow of light or air to the Property or any other part   of the Estate nor obstruct any means of access to the Property or the Estate.   36.4 The Tenant shall not make any acknowledgement that the flow of light or air to the   Property or any other part of the Estate or that the means of access to the Property or   the Estate is enjoyed with the consent of any third party.   36.5 If any person takes or threatens to take any action to obstruct the flow of light or air   to the Property or obstruct the means of access to the Property the Tenant shall:   (a) immediately inform the Landlord and shall give the Landlord notice of that   action; and   (b) take all steps (including proceedings) the Landlord reasonably requires to   prevent or secure the removal of the obstruction.   37. BREACH OF REPAIR AND MAINTENANCE OBLIGATIONS   37.1 The Landlord may enter the Property to inspect its condition and state of repair and   may give the Tenant a notice of any breach of any of the tenant covenants in this   lease relating to the condition or repair of the Property.   37.2 If the Tenant has not begun any works needed to remedy that breach within one   month following that notice (or if works are required as a matter of emergency, then   immediately) or if the Tenant is not carrying out the works with all due speed, then   the Landlord may enter the Property and carry out the works needed.   37.3 The costs incurred by the Landlord in carrying out any works pursuant to this clause   (and any professional fees and any VAT in respect of those costs) shall be a debt due   from the Tenant to the Landlord and payable on demand.   37.4 Any action taken by the Landlord pursuant to this clause shall be without prejudice to   the Landlord’s other rights, including those under clause 41.   38. INDEMNITY   The Tenant shall keep the Landlord indemnified against all liabilities, expenses, costs   (including but not limited to any solicitors' or other professionals' costs and   expenses), claims, damages and losses (including but not limited to any diminution in   the value of the Landlord’s interest in the Estate and loss of amenity of the Estate)   suffered or incurred by the Landlord arising out of or in connection with any breach   of any tenant covenants in this lease, or any act or omission of the Tenant, any     





 







SP/004/006   Fourth Draft: 12 January 2015   41   undertenant or their respective workers, contractors or agents or any other person on   the Property or the Common Parts with the actual or implied authority of any of them.   39. LANDLORD’S COVENANT FOR QUIET ENJOYMENT    The Landlord covenants with the Tenant, that, so long as the Tenant pays the rents   reserved by and complies with its obligations in this lease, the Tenant shall have quiet   enjoyment of the Property without any interruption by the Landlord or any person   claiming under the Landlord except as otherwise permitted by this lease.   40. GUARANTEE AND INDEMNITY   40.1 The provisions of the Schedule apply.   40.2 If an Act of Insolvency occurs in relation to a guarantor, or if any guarantor (being an   individual) dies or becomes incapable of managing his affairs the Tenant shall, if the   Landlord requests, procure that a person of standing acceptable to the Landlord,   within 20 working days of that request, enters into a replacement or additional   guarantee and indemnity of the tenant covenants of this lease in the same form as that   entered into by the former guarantor.   40.3 The Tenant shall notify the Landlord within 28 days if any Act of Insolvency occurs.   40.4 Clause 40.2 shall not apply in the case of a person who is guarantor by reason of   having entered into an authorised guarantee agreement.   40.5 For so long as any guarantor remains liable to the Landlord, the Tenant shall, if the   Landlord requests, procure that that guarantor joins in any consent or approval   required under this lease and consents to any variation of the tenant covenants of this   lease.   40.6 Notwithstanding any other provision of this lease (or of the Agreement for Lease or   of the Licence to Carry Out Works) the total liability of the Guarantor as guarantor   under this clause 40 and the Schedule (and also under any of the provisions of the   Agreement for Lease and the Licence to Carry Out Works) shall not in the aggregate   exceed the sum of $5,000,000 (FIVE MILLION UNITED STATES OF AMERICA   DOLLARS).   41. TENANT'S BREAK CLAUSE   41.1 In this clause the following definitions apply:     





 







SP/004/006   Fourth Draft: 12 January 2015   42   Break Date: [end of the fifth year].   Break Notice: written notice to terminate this lease.   41.2 Subject to clause 41.3, the Tenant may terminate this lease on the Break Date by   serving the Break Notice on the Landlord at least twelve months before the Break   Date as stated in the Break Notice.   41.3 The Break Notice shall have no effect if:   (a) at the Break Date:   (i) the Tenant has not paid any part of the Annual Rent or any VAT in   respect of it, which was due to have been paid; or   (ii) the Tenant has not paid any sums due under this lease which the   Landlord has demanded in writing not less than 28 days before the   Break Date; or   (iii) vacant possession of the whole of the Property is not given;   (b) the Tenant does not pay to the Landlord on or before the Break Date a sum   of £326,200 (THREE HUNDRED AND TWENTY SIX THOUSAND   AND TWO HUNDRED POUNDS); or   (c) the Break Notice does not comply with or is not served in accordance with   the requirements of this clause.   41.4 For the avoidance of doubt clause 13.1 shall apply to the payment under clause   41.3(b) and the obligation to pay any VAT shall survive the termination of this lease   but the Break Notice shall be effective notwithstanding non-payment of any such   VAT.   41.5 The Break Notice shall be in writing and, for the purposes of this clause, writing does   not include facsimile transmission or e-mail.   41.6 The Break Notice shall state the Break Date.   41.7 The Break Notice shall not purport to terminate the lease in relation to any part as   opposed to the whole of the Property.   41.8 Time shall be of the essence in respect of all time periods and limits in this clause 41.   41.9 Subject to clause 41.3, following service of the Break Notice, this lease shall   terminate on the Break Date specified in the Break Notice.     





 







SP/004/006   Fourth Draft: 12 January 2015   43   41.10 Termination of this lease pursuant to this clause shall be without prejudice to any   right or remedy of the Landlord in respect of any antecedent breach of the covenants   or conditions on the part of the Tenant in this lease.   41.11 Nothing in this clause makes time of the essence in relation to any time limit in clause   7 or clause 40.   41.12 If this lease terminates in accordance with clause 41.9 then, within 28 days of the   Break Date, the Landlord shall refund to the Tenant the proportion of the Annual   Rent, and any VAT paid in respect of it, and the Service Charge for the period from   and excluding the Break Date up to and excluding the next Rent Payment Date,   calculated on a daily basis.   42. RE-ENTRY AND FORFEITURE   42.1 The Landlord may re-enter the Property (or any part of the Property in the name of   the whole) at any time after any of the following occurs:   (a) any rent is unpaid 14 days after becoming payable whether it has been   formally demanded or not;   (b) any breach of any condition of, or tenant covenant in, this lease;   (c) an Act of Insolvency.    42.2 If the Landlord re-enters the Property (or any part of the Property in the name of the   whole) pursuant to this clause, this lease shall immediately end, but without prejudice   to any right or remedy of the Landlord in respect of any breach of covenant by the   Tenant or any guarantor.   43. JOINT AND SEVERAL LIABILITY   43.1 Where the Tenant comprises more than one person, those persons shall be jointly and   severally liable for the obligations and liabilities of the Tenant arising under this   lease. The Landlord may take action against, or release or compromise the liability of,   or grant time or other indulgence to, any one of those persons without affecting the   liability of any other of them.   43.2 Where a guarantor comprises more than one person, those persons shall be jointly and   severally liable for the obligations and liabilities of a guarantor arising under this   lease. The Landlord may take action against, or release or compromise the liability of,   or grant time or other indulgence to, any one of those persons without affecting the   liability of any other of them.      





 







SP/004/006   Fourth Draft: 12 January 2015   44   43.3 The obligations of the Tenant and any guarantor arising by virtue of this lease are   owed to the Landlord and the obligations of the Landlord are owed to the Tenant.   43.4 The Landlord shall not be liable to the Tenant for any failure of the Landlord to   perform any landlord covenant in this lease, unless and until the Tenant has given the   Landlord notice of the failure and the Landlord has not remedied the failure within a   reasonable time of service of that notice.   43.5 Any person undertaking an obligation under or by virtue of this lease which is a   landlord covenant for the purposes of the Landlord and Tenant (Covenants) Act 1995   does so only in respect of the period of time during which the reversion immediately   expectant upon the determination of the term is vested in such person and not further   or otherwise.   44. NO WAIVER   44.1 No demand for or receipt or acceptance of any part of the rents hereby reserved or   any payment on account thereof shall operate as a waiver by the Landlord of any right   which the Landlord may have to forfeit this lease by reason of any breach of covenant   by the Tenant and the Tenant shall not in any proceedings for forfeiture be entitled to   rely on any such demand, receipt or acceptance as aforesaid as a defence.   44.2 The return to the Tenant of any rents or other monies paid by banker’s standing order   as soon as reasonably practicable after receipt shall be treated as a refusal by the   Landlord to accept the same and the Tenant shall not in any proceedings for forfeiture   be entitled to rely on any such receipt as a defence.   45. ENTIRE AGREEMENT   45.1 This lease and any documents annexed to it constitute the whole agreement between   the parties and supersedes all previous discussions, correspondence, negotiations,   arrangements, understandings and agreements between them relating to its subject   matter.   45.2 Each party acknowledges that in entering into this lease and any documents annexed   to it it does not rely on, and shall have no remedies in respect of, any representation   or warranty (whether made innocently or negligently).   45.3 Nothing in this lease constitutes or shall constitute a representation or warranty that   the Property may lawfully be used for any purpose allowed by this lease.     





 







SP/004/006   Fourth Draft: 12 January 2015   45   45.4 Nothing in this clause shall limit or exclude any liability for fraud.   46. FIRE SPRINKLER SYSTEM   The Tenant shall on demand pay to the Landlord a fair and proper proportion   (determined by the Landlord in its discretion) of the costs of providing, operating,   cleaning, maintaining, repairing and reinstating a fire sprinkler system serving the   Property but not (save where more economical than repair) renewing, upgrading of   such fire sprinkler.   47. NOTICES, CONSENTS AND APPROVALS   47.1 Except where this lease specifically states that a notice need not be in writing, any   notice given under or in connection with this lease shall be:   (a) in writing and for the purposes of this clause an e-mail is not in writing; and   (b) given:   (i) by hand or (in the United Kingdom only)  by pre-paid first-class   post or (in the United Kingdom only) other next working day   delivery service or by air mail if posted to or from a place outside   the United Kingdom in each case at the party's registered office   address (if the party is a company) or (in any other case) at the   party's principal place of business; or   (ii) by fax to the party's main fax number.   47.2 If a notice complies with the criteria in clause 47.1, whether or not this lease requires   that notice to be in writing, it shall be deemed to have been received:   (a) if delivered by hand, at the time the notice is left at the proper address;   (b) if sent by pre-paid first-class post or other next working day delivery service   in the United Kingdom, on the second working day after posting;   (c) if sent by air mail, on the seventh working day after posting; or   (d) if sent by fax, at 9.00 am (in the place of receipt) on the next working day   after transmission.   47.3 This clause does not apply to the service of any proceedings or other documents in   any legal action or, where applicable, any arbitration or other method of dispute   resolution.     





 







SP/004/006   Fourth Draft: 12 January 2015   46   47.4 Section 196 of the Law of Property Act 1925 shall otherwise apply to notices given   under this lease.    47.5 Where the consent of the Landlord is required under this lease, a consent shall only   be valid if it is given by deed, unless:   (a) it is given in writing and signed by the Landlord or a person duly authorised   on its behalf; and   (b) it expressly states that the Landlord waives the requirement for a deed in   that particular case.   If a waiver is given, it shall not affect the requirement for a deed for any other   consent.   47.6 Where the approval of the Landlord is required under this lease, an approval shall   only be valid if it is in writing and signed by or on behalf of the Landlord, unless:   (a) the approval is being given in a case of emergency; or   (b) this lease expressly states that the approval need not be in writing.   47.7 If the Landlord gives a consent or approval under this lease, the giving of that consent   or approval shall not imply that any consent or approval required from a third party   has been obtained, nor shall it obviate the need to obtain any consent or approval   from a third party.   48. GOVERNING LAW   This lease and any dispute or claim arising out of or in connection with it or its   subject matter or formation (including non-contractual disputes or claims) shall be   governed by and construed in accordance with the law of England and Wales.   49. JURISDICTION   Each party irrevocably agrees that the courts of England and Wales shall have non-   exclusive jurisdiction to settle any dispute or claim arising out of or in connection   with this lease or its subject matter or formation (including non-contractual disputes   or claims).   50. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999   A person who is not a party to this lease shall not have any rights under the Contracts   (Rights of Third Parties) Act 1999 to enforce any term of this lease.      





 







SP/004/006   Fourth Draft: 12 January 2015   47      This document has been executed as a deed and is delivered and takes effect on the date stated   at the beginning of it.     





 







SP/004/006   Fourth Draft: 12 January 2015   48   Schedule Guarantee and indemnity   1. GUARANTEE AND INDEMNITY   1.1 The Guarantor guarantees to the Landlord that the Tenant shall:   (a) pay the rents reserved by this lease and observe and perform the tenant   covenants of this lease and that if the Tenant fails to pay any of those rents   or to observe or perform any of those tenant covenants, the Guarantor shall   pay or observe and perform them; and   (b) observe and perform any obligations the Tenant enters into in an authorised   guarantee agreement made in respect of this lease (the Authorised   Guarantee Agreement) and that if the Tenant fails to do so, the Guarantor   shall observe and perform those obligations.   1.2 The Guarantor covenants with the Landlord as principal obligor and as a separate and   independent obligation and liability from its obligations and liabilities under   paragraph 1.1 to indemnify and keep indemnified the Landlord against any failure by   the Tenant:   (a) to pay any of the rents reserved by this lease or any failure to observe or   perform any of the tenant covenants of this lease; or   (b) to observe or perform any of the obligations the Tenant enters into in the   Authorised Guarantee Agreement.   2. GUARANTOR'S LIABILITY   2.1 The liability of the Guarantor under paragraph 1.1(a) and paragraph 1.2(a) shall   continue until the end of the term, or until the Tenant is released from the tenant   covenants of this lease by virtue of the Landlord and Tenant (Covenants) Act 1995, if   earlier.   2.2 The liability of the Guarantor shall not be reduced, discharged or otherwise adversely   affected by:   (a) any time or indulgence granted by the Landlord to the Tenant; or   (b) any delay or forbearance by the Landlord in enforcing the payment of any   of the rents or the observance or performance of any of the tenant covenants   of this lease (or the Tenant's obligations under the Authorised Guarantee   Agreement) or in making any demand in respect of any of them; or     





 







SP/004/006   Fourth Draft: 12 January 2015   49   (c) any lawful refusal by the Landlord to accept any rent or other payment due   under this lease where the Landlord reasonably believes that the acceptance   of such rent or payment may prejudice its ability to re-enter the Property; or   (d) the Landlord exercising any right or remedy against the Tenant for any   failure to pay the rents reserved by this lease or to observe or perform the   tenant covenants of this lease (or the Tenant’s obligations under the   Authorised Guarantee Agreement); or   (e) the Landlord taking any action or refraining from taking any action in   connection with any other security held by the Landlord in respect of the   Tenant's liability to pay the rents reserved by this lease or observe and   perform the tenant covenants of the lease (or the Tenant’s obligations under   the Authorised Guarantee Agreement) including the release of any such   security; or   (f) a release or compromise of the liability of any one of the persons who is the   Guarantor, or the grant of any time or concession to any one of them; or   (g) any legal limitation or disability on the Tenant or any invalidity or   irregularity of any of the tenant covenants of the lease (or the Tenant's   obligations under the Authorised Guarantee Agreement) or any   unenforceability of any of them against the Tenant; or   (h) the Tenant being dissolved, or being struck off the register of companies or   otherwise ceasing to exist, or, if the Tenant is an individual, by the Tenant   dying or becoming incapable of managing its affairs; or   (i) without prejudice to paragraph 4, the disclaimer of the Tenant's liability   under this lease or the forfeiture of this lease; or   (j) the surrender of the lease in respect of part only of the Property, except that   the Guarantor shall not be under any liability in relation to the surrendered   part in respect of any period after the surrender, or   by any other act or omission except an express written release by deed of the   Guarantor by the Landlord.   2.3 The liability of each of the persons making up the Guarantor is joint and several.   2.4 Any sum payable by the Guarantor shall be paid without any deduction, set-off or   counter-claim against the Landlord or the Tenant.   2.5 Notwithstanding any other provision of this lease (or of the Agreement for Lease or   of the Licence to Carry Out Works) the total liability of the Guarantor as guarantor   under clause 40 of the lease and of this Schedule (and also under any of the     





 







SP/004/006   Fourth Draft: 12 January 2015   50   provisions of the Agreement for Lease and the Licence to Carry Out Works) shall not   in the aggregate exceed the sum of $5,000,000 (FIVE MILLION UNITED STATES   OF AMERICA DOLLARS).   3. VARIATIONS AND SUPPLEMENTAL DOCUMENTS   3.1 The Guarantor shall, at the request of the Landlord, join in and give its consent to the   terms of any consent, approval, variation or other document that may be entered into   by the Tenant in connection with this lease (or the Authorised Guarantee Agreement).   3.2 The Guarantor shall not be released by any variation of the rents reserved by, or the   tenant covenants in, this Lease (or the Tenant's obligations under the Authorised   Guarantee Agreement) whether or not:   (a) the variation is material or prejudicial to the Guarantor; or   (b) the variation is made in any document; or   (c) the Guarantor has consented, in writing or otherwise, to the variation.   3.3 The liability of the Guarantor shall apply to the rents reserved by and the tenant   covenants in this lease (and the Tenant's obligations under the Authorised Guarantee   Agreement) as varied except to the extent that the liability of the Guarantor is affected   by section 18 of the Landlord and Tenant (Covenants) Act 1995.   4. GUARANTOR TO TAKE A NEW LEASE OR MAKE PAYMENT   4.1 If this lease is forfeited or the liability of the Tenant under this lease is disclaimed and   the Landlord gives the Guarantor notice not later than twelve months after the   forfeiture or the Landlord having received notice of the disclaimer, the Guarantor   shall enter into a new lease of the Property on the terms set out in paragraph 4.2.   4.2 The rights and obligations under the new lease shall take effect from the date of the   forfeiture or disclaimer and the new lease shall:    (a) be granted subject to the right of any person to have this lease vested in   them by the court and to the terms on which any such order may be made   and subject to the rights of any third party existing at the date of the grant;   (b) be for a term that expires at the same date as the end of the Contractual   Term of this lease had there been no forfeiture or disclaimer;   (c) reserve as an initial annual rent an amount equal to the Annual Rent payable   under this lease at the date of the forfeiture or disclaimer or which would be   payable but for any abatement or suspension of the Annual Rent or     





 







SP/004/006   Fourth Draft: 12 January 2015   51   restriction on the right to collect it (subject to paragraph 5) and which is   subject to review on the same terms and dates provided by this lease; and   (d) otherwise be on the same terms as this lease (as varied if there has been any   variation).   4.3 The Guarantor shall pay the Landlord’s solicitors’ costs and disbursements (on a full   indemnity basis) and any VAT in respect of them in relation to the new lease and   shall execute and deliver to the Landlord a counterpart of the new lease within two   months after service of the Landlord’s notice.   4.4 The grant of a new lease and its acceptance by the Guarantor shall be without   prejudice to any other rights which the Landlord may have against the Guarantor or   against any other person or in respect of any other security that the Landlord may   have in connection with this lease.   4.5 The Landlord may, instead of giving the Guarantor notice pursuant to paragraph 4.1   but in the same circumstances and within the same time limit, require the Guarantor   to pay an amount equal to nine months’ Annual Rent and the Guarantor shall pay that   amount on demand.   5. RENT AT THE DATE OF FORFEITURE OR DISCLAIMER   If at the date of the forfeiture or disclaimer there is a rent review pending under this   lease, then the initial annual rent to be reserved by the new lease shall be the greater   of:   (a) the Annual Rent previously payable (or which would have been payable but   for any abatement or suspension of the Annual Rent or restriction on the   right to collect it) under the lease prior to forfeiture or disclaimer; and   (b) the rent of the Property at the relevant Review Date, as determined in   accordance with the terms of the lease.   6. PAYMENTS IN GROSS AND RESTRICTIONS ON THE GUARANTOR   6.1 Any payment or dividend that the Landlord receives from the Tenant (or its estate) or   any other person in connection with any insolvency proceedings or arrangement   involving the Tenant shall be taken and applied as a payment in gross and shall not   prejudice the right of the Landlord to recover from the Guarantor to the full extent of   the obligations that are the subject of this guarantee and indemnity.     





 







SP/004/006   Fourth Draft: 12 January 2015   52   6.2 The Guarantor shall not claim in competition with the Landlord in any insolvency   proceedings or arrangement of the Tenant in respect of any payment made by the   Guarantor pursuant to this guarantee and indemnity. If it otherwise receives any   money in such proceedings or arrangement, it shall hold that money on trust for the   Landlord to the extent of its liability to the Landlord.   6.3 The Guarantor shall not, without the consent of the Landlord, exercise any right or   remedy that it may have (whether against the Tenant or any other person) in respect   of any amount paid or other obligation performed by the Guarantor under this   guarantee and indemnity unless and until all the obligations of the Guarantor under   this guarantee and indemnity have been fully performed.   7. OTHER SECURITIES   7.1 The Guarantor warrants that it has not taken and covenants that it shall not take any   security from or over the assets of the Tenant in respect of any liability of the Tenant   to the Guarantor. If it does take or hold any such security it shall hold it for the   benefit of the Landlord.   7.2 This guarantee and indemnity is in addition to and independent of any other security   that the Landlord may from time to time hold from the Guarantor or the Tenant or   any other person in respect of the liability of the Tenant to pay the rents reserved by   this lease and to observe and perform the tenant covenants of this lease. It shall not   merge in or be affected by any other security.   7.3 The Guarantor shall not be entitled to claim or participate in any other security held   by the Landlord in respect of the liability of the Tenant to pay the rents reserved by   this lease or to observe and perform the tenant covenants of this lease.     





 







SP/004/006   Fourth Draft: 12 January 2015   53      Executed as a deed by OMEGA TECHNOLOGIES LIMITED acting by                                    , a director, in the presence of:         .............................    [SIGNATURE OF WITNESS]      [NAME OF WITNESS [IN BLOCK CAPITALS]]      [ADDRESS OF WITNESS]      [OCCUPATION OF WITNESS]3      Executed as a deed by MTS MEDICATION TECHNOLOGIES LIMITED acting by                                    , a director, in the presence of:         .............................    [SIGNATURE OF WITNESS]      [NAME OF WITNESS [IN BLOCK CAPITALS]]      [ADDRESS OF WITNESS]      [OCCUPATION OF WITNESS]                                                                           





 







SP/004/006   Fourth Draft: 12 January 2015   54         Executed by:     OMNICELL, INC.,    a Delaware company         By:                                                                                        Name:                                                                                 Title:                                                                                             





 







SP/004/006   Engrossment: 13 January 2015   26   Annex C. Agreed form of Licence to Carry out Works                          





 







SP/004/006   Third Draft: 12 January 2015       DATED                                                                        2015   ------------   DRAFT LICENCE TO CARRY OUT WORKS1      relating to      TWO OMEGA DRIVE, RIVER BEND TECHNOLOGY CENTRE, IRLAM      between      OMEGA TECHNOLOGIES LIMITED   and   MTS MEDICATION TECHNOLOGIES LIMITED   and    OMNICELL, INC.                                                              1 The Landlord’s consent to the works is not given until this licence is completed as a formal deed     





 







SP/004/006   Third Draft: 12 January 2015       CONTENTS   CLAUSE   1. Interpretation ................................................................................................................. 1   2. Consent to carry out the Works ..................................................................................... 3   3. Starting the Works ......................................................................................................... 4   4. Carrying out and completing the Works ........................................................................ 4   5. The CDM Regulations ................................................................................................... 5   6. Additional works ........................................................................................................... 6   7. Insurance of the Works .................................................................................................. 6   8. Fees, rates and taxes ...................................................................................................... 6   9. Reinstatement ................................................................................................................ 7   10. The Lease covenants and conditions ............................................................................. 7   11. No warranty by the Landlord ........................................................................................ 7   12. Costs .............................................................................................................................. 7   13. The right of re-entry in the Lease .................................................................................. 8   14. Indemnity ...................................................................................................................... 8   15. The Guarantor................................................................................................................ 8   16. Notices ........................................................................................................................... 9   17. Liability ....................................................................................................................... 10   18. Third party rights ......................................................................................................... 10   19. Governing law ............................................................................................................. 10   20. Jurisdiction .................................................................................................................. 10      SCHEDULE   SCHEDULE DETAILS OF THE WORKS ...................................................................................... 11           





 







1   THIS  LICENCE is dated [DATE]   PARTIES   (1) OMEGA TECHNOLOGIES LIMITED whose registered office is at One Omega   Drive, River Bend Technology Centre, Northbank, Irlam, Manchester M44 5BD   (company registration number 02775272) (the “Landlord”).   (2) MTS MEDICATION TECHNOLOGIES LIMITED whose registered office is at   Unit 6B, Millennium Way, Leeds LS11 5AL (company registration number   04562981) (the “Tenant”).   (3) OMNICELL, INC. of 590 East Middlefield Road, Mountain View CA94043   (incorporated in the State of Delaware, USA – Delaware filing number: 3213344)   (the “Guarantor”).      BACKGROUND   (A) This licence is supplemental and collateral to the Lease.   (B) The Landlord is entitled to the immediate reversion to the Lease.   (C) The residue of the Term is vested in the Tenant.   (D) The Tenant intends to carry out the Works and, under the terms of the Lease, requires   the consent of the Landlord to do so.   (E) In the Lease the Guarantor entered into guarantee and other covenants in respect of   the tenant covenants of the Lease.   AGREED TERMS   1. INTERPRETATION   The following definitions and rules of interpretation apply in this licence.   1.1 Definitions:   Agreement for Lease: the Agreement for Lease dated [                ] 2015 made   between the parties in respect of the Lease.       CDM Regulations: the Construction (Design and Management) Regulations 2007   (SI 2007/320).     





 







2   Energy Performance Certificate: a certificate as defined in regulation 2(1) of the   Energy Performance of Buildings (England and Wales) Regulations 2012 (SI   2012/3118).   Lease: a lease of Two Omega Drive, River Bend Technology Centre, Irlam dated   before or on the same date as this licence and made between the same parties as this   licence and all documents supplemental or collateral to that lease.   Property: Two Omega Drive, River Bend Technology Centre, Irlam as more   particularly described in and demised by the Lease.   Recommendation Report: a report as defined in regulation 4 of the Energy   Performance of Buildings (England and Wales) Regulations 2012 (SI 2012/3118).   Term: the term of years granted by the Lease and any agreed or statutory   continuation of the Lease.   Works: the works to be carried out at the Property which are referred to in the   Schedule together with making good any damage to the Property caused by carrying   out such works.   1.2 References to the Landlord include a reference to the person entitled for the time   being to the immediate reversion to the Lease.  References to the Tenant include a   reference to its successors in title and assigns.   1.3 References to the end of the Term are to the end of the Term however it ends.   1.4 The expression tenant covenants has the meaning given to it by the Landlord and   Tenant (Covenants) Act 1995.   1.5 Clause, Schedule and paragraph headings shall not affect the interpretation of this   licence.   1.6 A person includes a natural person, corporate or unincorporated body (whether or not   having separate legal personality).   1.7 The Schedules form part of this licence and shall have effect as if set out in full in the   body of this licence. Any reference to this licence includes the Schedules.   1.8 Unless the context otherwise requires, words in the singular shall include the plural   and in the plural shall include the singular.   1.9 Unless the context otherwise requires, a reference to one gender shall include a   reference to the other genders.     





 







3   1.10 Unless otherwise specified, a reference to a statute or statutory provision is a   reference to it as amended, extended or re-enacted from time to time.   1.11 A reference to a statute or statutory provision shall include all subordinate legislation   made from time to time under that statute or statutory provision.   1.12 A reference to writing or written includes fax but not e-mail.   1.13 A reference to this licence or to any other agreement or document referred to in this   licence is a reference to this licence or such other agreement or document as varied or   novated (in each case, other than in breach of the provisions of this licence) from time   to time.   1.14 Unless the context otherwise requires, references to clauses and Schedules are to the   clauses and Schedules of this licence and references to paragraphs are to paragraphs   of the relevant Schedule.   1.15 Any words following the terms including, include, in particular, for example or   any similar expression shall be construed as illustrative and shall not limit the sense   of the words, description, definition, phrase or term preceding those terms.   1.16 Any obligation on a party not to do something includes an obligation not to allow that   thing to be done.   2. CONSENT TO CARRY OUT THE WORKS   2.1 In consideration of the obligations on the Tenant in this licence, the Landlord   consents to the Tenant carrying out the Works on the terms set out in this licence.   2.2 This consent will cease to be valid if the Works have not been started (in accordance   with the terms of this licence) within six months from (and including) the date of this   licence, unless the Landlord gives the Tenant notice extending the period of validity.    If the Landlord does agree to an extension, then this consent will remain valid for the   period stated in that notice and the time period stated in clause 4.7(a) will be extended   by the same amount.  If this consent ceases to be valid and the Landlord has not given   notice extending its validity, all the terms of this licence except clause 2.1 will remain   in force.   2.3 Nothing in this licence will place the Tenant under an obligation to the Landlord to   carry out the Works, but if it does carry them out, it must do so on the terms of this   licence.     





 







4   2.4 This consent does not obviate the need for the consent of any person other than the   Landlord that may be required to carry out the Works.   3. STARTING THE WORKS   3.1 The Tenant must not start the Works until it has complied with the requirements of   this clause and of clause 5.1.   3.2 The Tenant must obtain all licences and consents that are required for the Works   under all laws and by the owner or occupier of any neighbouring land or otherwise.   3.3 The Tenant must produce all such licences and consents to the Landlord and obtain   the Landlord’s confirmation they are satisfactory to the Landlord such confirmation   not to be unreasonably withheld or delayed.   3.4 The Tenant must give the Landlord two copies of the plans and specification for the   Works.   3.5 The Tenant must notify the Landlord of the date it intends to start carrying out the   Works.   4. CARRYING OUT AND COMPLETING THE WORKS   4.1 The Tenant must carry out the Works:   (a) using good quality, new materials which are fit for the purpose for which   they will be used;   (b) in a good and workmanlike manner and in accordance with good building   and other relevant practices, codes and guidance; and   (c) to the reasonable satisfaction of the Landlord.   4.2 In carrying out the Works the Tenant must comply with all laws and the terms of all   other licences and consents, the requirements and recommendations of all relevant   utility suppliers and those of the insurers of the Property.   4.3 The Tenant must take all proper steps to ensure that carrying out the Works does not   make any of the following unsafe: the structure of the Property, any plant or   machinery at the Property, any neighbouring land or building.   4.4 The Tenant must cause as little disturbance and inconvenience as reasonably possible   to the Landlord and the owners and occupiers of the estate of which the Property   forms part and of any neighbouring land. The Tenant must not infringe any of their   rights nor the rights of any other person in relation to the Property.     





 







5   4.5 The Tenant must immediately make good, to the reasonable satisfaction of the   Landlord, any damage (including decorative damage) to any land or building or any   plant and machinery (other than the Property) which is caused by carrying out the   Works.   4.6 The Tenant must allow the Landlord and its surveyors access to the Property, both   while the Works are being carried out and afterwards, and will give the Landlord the   information it reasonably requests to establish that the Works are being and have been   carried out in accordance with this licence.   4.7 The Tenant must:    (a) complete the Works within twelve months after the date of this licence; and   (b) must notify the Landlord as soon as they have been completed, and send the   Landlord two copies of plans showing the Property as altered by the Works.   4.8 The Tenant shall provide the Landlord with a copy of any Energy Performance   Certificate and Recommendation Report issued as a result of the Works within one   month of such documents being issued.   5. THE CDM REGULATIONS   5.1 Before starting the works, the Tenant must have made a written election that it is to   be treated as the only client in respect of the Works for the purposes of the CDM   Regulations and given the Landlord a copy of such election.   5.2 To the extent that the Landlord may be a client for the purposes of the CDM   Regulations in relation to the Works, the Landlord agrees with the written election by   the Tenant.   5.3 The Tenant must comply with its obligations as a client for the purposes of the CDM   Regulations and must ensure that the CDM co-ordinator and the principal contractor   that it appoints in relation to the Works comply with their respective obligations   under the CDM Regulations. The Tenant must liaise with the CDM co-ordinator to   allow the CDM co-ordinator to assist the Tenant in performing the Tenant’s duties as   client under the CDM Regulations.   5.4 The Tenant must ensure that all relevant documents relating to the Tenant's Works are   placed in the health and safety file for the Property by the CDM co-ordinator in   accordance with the CDM Regulations, maintain the health and safety file for the   Property in accordance with the CDM Regulations, give the health and safety file to   the Landlord at the end of the Term, allow the Landlord and its surveyors to enter the   Property to inspect the health and safety file and at its own cost supply the Landlord     





 







6   with copies of it or any of the documents in it and the Tenant must comply with its   obligations in the Lease relating to the documents and the file.   6. ADDITIONAL WORKS   6.1 If the terms of any planning permission, licence or consent (other than this licence)   obtained for the Works, require any other works to be carried out (whether to the   Property or to any other land or building) the Tenant must carry out such other works   within any time limit imposed by such permission, licence or consent and in any   event before the end of the Term.   6.2 The terms of this licence, other than clause 2 and clause 4.7(a) will apply to the   carrying out of such other works as if they formed part of the Works.   6.3 This clause is without prejudice to any requirement on the Tenant to obtain the   consent of the Landlord to such other works pursuant to the Lease and the consent of   any other person that may be required for such other works.   7. INSURANCE OF THE WORKS   7.1 The Landlord will only be obliged to insure the Works if they form part of Property,   and only:   (a) after they have been completed in accordance with this licence;   (b) for the amount for which the Tenant has notified the Landlord that they   should be insured; and   (c) otherwise in accordance with the terms of the Lease.   7.2 Until the Landlord is obliged to insure the Works they will be at the sole risk of the   Tenant.   7.3 The Tenant must pay on demand any increase in the insurance premium and the   amount of any additional insurance premium for the Property or any neighbouring   land of the Landlord or the estate of which the Property forms part that arises because   of the Works.   8. FEES, RATES AND TAXES   The Tenant must pay all fees, rates, levies and taxes that arise by reason of the Works   (including any arising under any laws applying to the Works) whether imposed on the   Landlord or the Tenant and must indemnify the Landlord from all liability in relation   to such fees, rates, levies and taxes.     





 







7   9. REINSTATEMENT   9.1 Unless the Landlord gives the Tenant notice not less than 3 months before the end of   the Term, the Tenant must remove the whole of the Works and reinstate the Property   before the end of the Term. The notice given by the Landlord may require removal   and reinstatement in respect of part only of the Works in which case the Tenant shall   remove only that part of the Works specified in the notice and reinstate accordingly.   9.2 The removal and reinstatement must be done at the Tenant’s cost and to the   reasonable satisfaction of the Landlord.   9.3 The terms of this licence, other than clause 2 and clause 4.7(a) will apply to such   removal and reinstatement.   9.4 The Tenant must also make good any damage (including decorative damage) to the   Property caused by the removal and reinstatement.   10. THE LEASE COVENANTS AND CONDITIONS   The tenant covenants in the Lease will extend to the Works and apply to the Property   as altered by the Works.   11. NO WARRANTY BY THE LANDLORD   11.1 No representation or warranty is given or is to be implied by the Landlord entering   into this licence or by any step taken by or on behalf of the Landlord, in connection   with it as to:   (a) the suitability of the Property for the Works; or   (b) whether the Works or any removal or reinstatement of them may be   lawfully carried out.   11.2 The Tenant acknowledges that it does not rely on, and will have no remedies in   respect of, any representation or warranty (whether made innocently or negligently)   that may have been made by or on behalf of the Landlord before the date of this   licence as to any of the matters mentioned in clause 11.1.   11.3 Nothing in this clause shall limit or exclude any liability for fraud.   12. COSTS   12.1 The Tenant must pay on demand any reasonable costs and disbursements of the   Landlord, its solicitors and surveyors incurred in connection with the Works or any   removal of them and reinstatement of the Property or in making good any damage to     





 







8   any land or building, plant or machinery (other than the Property) which is caused by   the carrying out of the Works or by the removal of them or the reinstatement of the   Property.   12.2 The obligations in this clause extend to costs and disbursements assessed on a full   indemnity basis and to any value added tax in respect of those costs and   disbursements except to the extent that the Landlord is able to recover that value   added tax.   13. THE RIGHT OF RE-ENTRY IN THE LEASE   The right of re-entry in the Lease will be exercisable if any covenant or condition of   this licence is breached, as well as if any of the events stated in the provision for re-   entry in the Lease occurs.   14. INDEMNITY   The Tenant shall indemnify the Landlord against all liabilities, costs, expenses,   damages and losses suffered or incurred by the Landlord arising out of or in   connection with any breach of the terms of this licence.   15. THE GUARANTOR   15.1 The Guarantor consents to the Tenant entering into this licence.   15.2 The consent granted by this licence is granted at the request of the Guarantor. In   consideration of the consent granted by the Landlord, and subject to clause 15.4, the   Guarantor agrees that its guarantee and other obligations under the Lease shall remain   fully effective and:   (a) to the extent that any provision of this licence varies the terms of the Lease,   shall apply to the Lease as varied; and   (b) subject to clause 15.2(a) shall not be released or diminished by any   provision of this licence.   15.3 In further consideration of the consent granted by the Landlord, and subject to clause   15.4, the Guarantor agrees that its guarantee and other obligations under the Lease   shall extend and apply to the covenants given by, and the obligations on the part of,   the Tenant under this licence.   15.4 Nothing in this licence shall prevent or limit the operation of section 18 of the   Landlord and Tenant (Covenants) Act 1995.     





 







9   15.5 In further consideration of the Landlord having entered into this licence at the request   of the Guarantor, the Guarantor guarantees and agrees with the Landlord that:   (a) the Tenant shall perform the Tenant's obligations in this licence; and   (b) if the Tenant fails to perform any of its obligations under this agreement, the   Guarantor shall perform them.   15.6 In consideration of the Landlord having entered into this agreement at the request of   the Guarantor, the Guarantor agrees with the Landlord as a separate and independent   primary obligation to indemnify the Landlord against any failure by the Tenant to   observe or perform any of the Tenant's obligations in this agreement.   15.7 The liability of the Guarantor shall not be affected by:   (a) any time or indulgence granted by the Landlord to the Tenant;   (b) any delay or forbearance by the Landlord in enforcing the payment of any   sums or the observance or performance of any of the Tenant's obligations in   this agreement or in making any demand in respect of any of them;   (c) the Landlord exercising any right or remedy against the Tenant for any   failure to pay any sums due under this agreement or to observe or perform   the Tenant's obligations in this agreement;   (d) a release or compromise of the liability of any one of the persons who is the   Guarantor, or the grant of any time or concession to any one of them;   (e) any legal limitation or disability on the Tenant or any invalidity or   irregularity of any of the Tenant’s obligations under this agreement or any   unenforceability of any of them against the Tenant;   (f) the Tenant being dissolved, or being struck off the register of companies or   otherwise ceasing to exist, or, if the Tenant is an individual, by the Tenant   dying or becoming incapable of managing its affairs; or   (g) any other act or omission except an express written release by deed of the   Guarantor by the Landlord.   15.8 The total liability of the Guarantor under the provisions of this Agreement and under   the provisions of the Lease (and also under the provisions of the Agreement for   Lease) shall not in the aggregate exceed the sum of $5,000,000 (FIVE MILLION   UNITED STATES OF AMERICA DOLLARS).        16. NOTICES   Any notice given under or in connection with this licence must be in writing and must   be delivered by hand or sent by pre-paid first class post or other next working day   delivery service or by any other means permitted by the Lease. A correctly addressed     





 







10   notice delivered by hand shall be deemed to have been delivered at the time the notice   is left at the proper address. A correctly addressed notice sent by pre-paid first class   post or other next working day delivery service in the United Kingdom will be   deemed to have been delivered on the second working day after posting. A correctly   addressed notice sent by air mail post outside of the United Kingdom will be deemed   to have been delivered on the seventh working day after posting    17. LIABILITY   17.1 The obligations of the Tenant in this licence are owed to the Landlord and are made   in consideration of the consent granted by clause 2.1.   17.2 Where the Tenant comprises more than one person, those persons shall be jointly and   severally liable for the obligations and liabilities of the Tenant arising under this   licence. The Landlord may take action against, or release or compromise the liability   of, or grant time or other indulgence to, any one of those persons, without affecting   the liability of any other of those persons.   18. THIRD PARTY RIGHTS   A person who is not a party to this licence shall not have any rights under the   Contracts (Rights of Third Parties) Act 1999 to enforce any term of this licence.   19. GOVERNING LAW   This licence and any dispute or claim arising out of or in connection with it or its   subject matter or formation (including non-contractual disputes or claims) shall be   governed by and construed in accordance with the law of England and Wales.   20. JURISDICTION   Each party irrevocably agrees that the courts of England and Wales shall have non-   exclusive jurisdiction to settle any dispute or claim arising out of or in connection   with this licence or its subject matter or formation (including non-contractual disputes   or claims).      This document has been executed as a deed and is delivered and takes effect on the date stated   at the beginning of it.     





 







11   Schedule Details of the Works   The Tenant’s fit out works as such works are shown on the plans and specification annexed to   this licence.     





 







12      Executed as a deed by OMEGA TECHNOLOGIES LIMITED acting by                                    [                                                          ], a director, in the presence of:         .............................    [SIGNATURE OF WITNESS]      [NAME OF WITNESS [IN BLOCK CAPITALS]]      [ADDRESS OF WITNESS]      [OCCUPATION OF WITNESS]      Executed as a deed by MTS MEDICATION TECHNOLOGIES LIMITED acting by                                             [                                                          ], a director, in the presence of:      .............................    [SIGNATURE OF WITNESS]      [NAME OF WITNESS [IN BLOCK CAPITALS]]      [ADDRESS OF WITNESS]      [OCCUPATION OF WITNESS]            Executed by    OMNICELL, INC.,    a Delaware company         By:                                                                                        Name:                                                                                 Title: