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    DATED      2021        WEST LONDON & SUBURBAN PROPERTY INVESTMENTS LIMITED  and  MISSION-MEDIA LIMITED         __________________________________________________  LEASE  of   Part Ground and Part First Floors,   19-23 Fitzroy Street and 35-39 (odd) Maple Street London     __________________________________________________      DocuSign Envelope ID: F3F571D4-7676-4E81-8EDF-6A83E308049F 22 April 





 






    LEASE DETAILS  Landlord’s title number: NGL744527  Date :      2021  Landlord : WEST LONDON & SUBURBAN PROPERTY  INVESTMENTS LIMITED (registered in England number  00538148) whose registered office is at 25 Savile Row,  London W1S 2ER  Tenant : MISSION-MEDIA LIMITED (registered in England number  04745677) whose registered office is at 32 Shelton Street,  London, WC2H 9JE  Break Date :    2024  Contractual Term : A term commencing on and including             2021  and expiring on and including       2026   Full Rent Date :    2022  Permitted Use : High class office use within Class E(g)(i) of the Schedule to  the Town and Country Planning (Use Classes) Order 1987  as amended and in force at 1 September 2020 only and not  any amendment or re-enactment of the same made after  that date  Premises : Part ground and part first floors of 19-23 (odd) Fitzroy  Street and 35-39 (odd) Maple Street, London  Reduced Rent  Three hundred and three thousand, two hundred and  ninety two pounds (£303,292) per annum exclusive of VAT  (but inclusive of service charge, insurance rent and non- domestic rates)  Rent Commencement Date :    2021  Yearly Rent : Four hundred and seventy thousand and eighty pounds  (£470,080) per annum exclusive of VAT (but inclusive of  service charge, insurance rent and non-domestic rates)  DocuSign Envelope ID: F3F571D4-7676-4E81-8EDF-6A83E308049F 22 April 22 April 22 April 21 April 22 February 22 April 





 






      Contents  1. INTERPRETATION 1  2. DEMISE 6  3. TENANT’S COVENANTS 7  4. LANDLORD’S COVENANTS 7  5. RE-ENTRY 7  6. PROVISIONS 9  7. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999 9  8. TENANT BREAK CLAUSE 9  9. GUARANTOR 9  11. SUSTAINABILITY 10  12. CHARITABLE DONATION 10  13. LANDLORD AND TENANT ACT 1954 11    Schedule 1 The Premises 12  Schedule 2 Easements Granted 13  Schedule 3 Easements and rights reserved 15  Schedule 4 Tenant’s covenants 17  Schedule 5 Landlord’s covenants 28  Schedule 6 Insurance provisions 30  Schedule 7 Further provisions 36  Schedule 8 Services 40  Schedule 9 Guarantor 42 DocuSign Envelope ID: F3F571D4-7676-4E81-8EDF-6A83E308049F 





 






      THIS LEASE is made on the date specified in the Lease Details between the Landlord and the  Tenant.  THIS DEED WITNESSES as follows:   1. INTERPRETATION  1.1 In this Lease, except where the context otherwise requires:  “Building” means the land and buildings of which the Premises  form part known as 19-23 (odd) Fitzroy Street and 35  to 39 (odd) Maple Street, London (as altered from time  to time) the location of which is shown edged red on  Plan 1 together with any additional land or structures  which the Landlord from time to time reasonably  designates as part of the Building having regard to the  interests of good estate management;  “Common Parts” means:   (a) all external areas in or forming part of the Building  from time to time intended for the common use of  more than one tenant or occupier or which are not  designed to be let to occupational tenants; and   (b) any internal areas in or forming part of the Building  (but excluding any areas above (and excluding) the  first floor of the Building) from time to time intended for  the common use of more than one tenant or occupier  including the Tenant or which are not designated to be  let to the occupational tenants;  “Conduits” means tanks, pipes, sprinklers, wires, cables, drains,  meters, ducts, trunking, sewers, gutters and  associated apparatus and other similar items;  “ending of the Term” means the coming to an end of the Term in any way  including expiration, termination, surrender, frustration  and forfeiture;  “Energy Management Plan” means the energy management plan for the Building  as may be provided to the Tenant and amended from  time to time;  “Energy Performance  Certificate”  means an energy performance certificate as defined in  regulation 2(1) of the Energy Performance of Buildings  (England and Wales) Regulations 2012;  DocuSign Envelope ID: F3F571D4-7676-4E81-8EDF-6A83E308049F 





 






2    “Environmental  Performance”  means all or any of the following arising from the  operation or use of the Premises and/or the Building:  (a) energy consumption;  (b) water consumption and discharge;  (c) waste generation and management (including  recycling);  (d) generation and/or emission of greenhouse  gases; and  (e) other adverse environmental impacts;   “Environmental  Performance Data”  means data in respect of:   (a) energy consumption;  (b) water consumption and discharge; and   (c) waste generation and management (including  recycling),  relating to the Premises and/or the Building;  “Glazed Frontage”  means the glazed frontage from ground to first floor of  the Building shown labelled ‘2730’ on Plan 2;  “Group Company” means in respect of a person (the “relevant person”):  (a)  a company which is a subsidiary or holding  company of the relevant person or any  subsidiary of such holding company from time  to time; or   (b)  a company in which another person has a  controlling interest where that other person  also holds a controlling interest in the relevant  person (and for this purpose a person has a  controlling interest if, had that person been a  company, the other company and the relevant  person would have each been its subsidiary),  and for the purposes of this definition “subsidiary”  and “holding company” have the meanings given to  them in section 1159 of and Schedule 6 to the  Companies Act 2006;  DocuSign Envelope ID: F3F571D4-7676-4E81-8EDF-6A83E308049F 





 






3    “Guarantor” means the Guarantor specified in the Lease Details (if  any) and where the context admits references to the  Guarantor include any person which guarantees the  performance of the Tenant’s obligations from time to  time;  “Insured Risks” means:   (a) fire, lightning, earthquake, explosion, aircraft  (other than hostile aircraft) and other aerial  devices or articles dropped therefrom,  terrorism, riot, civil commotion, malicious  damage, storm or tempest, bursting or  overflowing of water tanks apparatus or pipes,  flood and impact by road vehicles, subsidence,  landslip and heave; and   (b) such other risks as the Landlord may from time  to time consider it prudent to insure;  “Interest” means interest at the rate of 4% per annum over the  base rate of HSBC Bank Plc from time to time (as well  after as before judgement);  “Inventory Items” means the items listed in the inventory schedule  appended to this Lease at the Appendix;  “Landlord” means the Landlord specified in the Lease Details or  such other person as may for the time being be  entitled to the reversion immediately expectant on the  ending of the Term;  “Landlord’s Interest”  means the whole of the interest in reversion  immediately expectant on the ending of the Term;  “Lease” means this deed and any instrument made under it or  supplemental to it;  “Outgoings” means (in relation to the Premises) all non-domestic  rates (including for unoccupied property), water rates,  water charges and all existing and future rates, taxes,  charges, assessments, impositions and outgoings  whatsoever (whether parliamentary or local) which are  now or may be at any time payable, charged or  assessed on property, or the owner or occupier of  property or relate to the occupation use or enjoyment  of property;  “Plan 1, Plan 2, Plan 3 etc” means each of the plans so numbered and annexed to  DocuSign Envelope ID: F3F571D4-7676-4E81-8EDF-6A83E308049F 





 






4    this Lease;  “Premises” means the Premises specified in the Lease Details  and more particularly described in Schedule 1;  “Principal Yearly Rent” means the Yearly Rent specified in the Lease Details;  “Reduced Rent Period” means the period from and including the Rent  Commencement Date to but excluding the Full Rent  Date;  “Service Hours” means 7 a.m. to 7 p.m. Monday to Friday excluding  Bank and Public Holidays;  “Statute” means:  (a) an Act of Parliament and any subordinate  legislation; or  (b) a law, decree or direction of the European  Community or other supranational body  having effect as law in the United Kingdom  now or from time to time in force;  “Superior Landlord” means any persons for the time being entitled to the  reversion whether immediate or not to any lease under  which the Landlord holds its interest in the Premises;  “Superior Lease” means the lease of the Premises dated 31 October  1996 made between (1) Galliard Homes Limited and  (2) West London & Suburban Property Investments  Limited (as varied and supplemented from time to  time) and any other lease in reversion to this Lease  (whether immediate or not);  “Systems” means the heating, ventilating, air conditioning,  cooling, security, access control entry, fire detection,  fire suppression and building management systems  serving the Building;  “Telecoms Operator” means a person to whom section 106 of the  Communications Act 2003 applies;  “Telecoms Wayleave” means any wayleave agreement which may be  entered into between the Landlord and a Telecoms  Operator in relation to the provision of  telecommunications and data services to the Premises  and/or the installation of cabling and ancillary  equipment at the Building for such purposes, in such  DocuSign Envelope ID: F3F571D4-7676-4E81-8EDF-6A83E308049F 





 






This official copy is incomplete without the preceding notes page. Plan 1 DocuSign Envelope ID: F3F571D4-7676-4E81-8EDF-6A83E308049F 





 






FIRE ESCAPE OFFICE DEMISE MAPLE STREET C L E V E L A N D   M E W S F I T Z R O Y   S T R E E T 2 7 3 0 H O W L A N D   S T R E E T C O N W A Y M E W S H E R T F O R D   P L A C E F I T Z R O Y   S T R E E T M A P L E   P L A C E C O N W A Y   S T R E E T F I T Z R O Y   S T R E E T M A P L E   S T R E E T C L E V E L A N D   M E W S 01 GROUND FLOOR PLAN PROPOSED The Old Library,  119 Cholmley Gardens, London. NW6 1AA t: 0207 435 1144  e: info@dmfk.co.uk  w: www.dmfk.co.uk Project Drawn By Scale @ A1 Scale @ A3Project No. Drawing Title Checked ByDrawing No. dMFK 1:1001:50JSHWGround Floor Lease Plan19 Fitzroy StreetA1012195 0 1 2 3 4 5M N 02 SITE LOCATION PLAN 1:2500 N Plan 2 DocuSign Envelope ID: F3F571D4-7676-4E81-8EDF-6A83E308049F 





 






Plan 3 DocuSign Envelope ID: F3F571D4-7676-4E81-8EDF-6A83E308049F 





 






19 - 23 FITZROY STREET - CAR PARK PLAN Escape ladder &  Escape ladder  &  hatch to 5 6 7 8 9 10 11 12 13 hatch to  street level street level 15 3 2 1 Refuse Lift  Chamber Shaft LEB Switch Pumps Room Ramp Roller  Shutter Gas meter 4 14 16 17 18 Plan 4DocuSign Envelope ID: F3F571D4-7676-4E81-8EDF-6A83E308049F 





 






5    form as the Landlord may in its discretion require;  “Tenant” means the Tenant specified in the Lease Details and  its successors in title and assigns;  “Term” means the Contractual Term specified in the Lease  Details;  “Terrace” means the terrace shown hatched green on Plan 3;  “Uninsured Damage” has the meaning ascribed to it in paragraph  7.1 of  Schedule 6;  “VAT” means value added tax or other tax of a similar nature;  “Working Day” means any day from Monday to Friday (inclusive)  which is not Christmas Day, Good Friday or a statutory  bank holiday;   “1954 Act” means the Landlord and Tenant Act 1954; and  “1995 Act” means the Landlord and Tenant (Covenants) Act 1995.  1.2 In this Lease, unless otherwise specified:  1.2.1 a reference to a Statute shall be construed as a reference to it as it may have  been or may in the future be amended, modified or re-enacted and to any  regulation, statutory instrument, order, byelaw, direction or other provision that  may have been made or may in the future be made under it save in respect of  section 1159 of and Schedule 6 to the Companies Act 2006 and the Town and  Country Planning (Use Classes) Order 1987;  1.2.2 a reference to costs payable by the Tenant or against which the Tenant is to  indemnify the Landlord includes but is not limited to all proper solicitors’,  surveyors’, architects’ and other fees, disbursements and irrecoverable VAT and  other expenditure properly incurred by the Landlord on its own account or by  the insurers or any other person interested in the Premises;  1.2.3 the expressions “landlord covenant” and “tenant covenant” have the  meanings ascribed to them by section 28(1) of the 1995 Act and relate to the  tenancy created by this Lease;  1.2.4 references to persons include firms, companies, bodies corporate and natural  persons;  1.2.5 references to “any default of the Tenant” or “the Tenant’s default” include any  act, default or omission of the Tenant or any person on the Premises with the  express or implied consent of the Tenant;  DocuSign Envelope ID: F3F571D4-7676-4E81-8EDF-6A83E308049F 





 






6    1.2.6 where the consent of the Landlord is required for any matter pursuant to this  Lease, that consent may only be given by the completion of a deed that  contains the terms of the consent agreed between the parties, unless the  Landlord elects in writing to waive this requirement;    1.2.7 where this Lease provides that the consent or approval of the Landlord is not to  be unreasonably withheld this shall be construed as meaning that such  approval or consent shall not be unreasonably withheld or delayed;  1.2.8 a covenant by the Tenant not to do any act, matter or thing includes a covenant  not to cause or permit or suffer the doing of it;  1.2.9 all agreements and obligations by any party contained in this Lease (whether or  not expressed to be covenants) shall be deemed to be, and shall be construed  as, covenants by such party;  1.2.10 where a party consists of two or more persons the obligations of such persons  shall be joint and several;  1.2.11 a reference to a clause or a Schedule is a reference to a clause of or a  schedule to this Lease;  1.2.12 rights of entry reserved to the Landlord under this Lease may also be exercised  by any Superior Landlord and those authorised by the Landlord or any Superior  Landlord;  1.2.13 any rights easements and privileges reserved to the Landlord under this Lease  and the benefit of all other provisions which may be exercised under this Lease  by the Landlord shall also be for the benefit of and be exercisable by any  Superior Landlord for the time being);  1.2.14 a reference to a paragraph is a reference to a paragraph of the Schedule in  which the reference appears and a reference to a sub-paragraph is to a sub- paragraph of the paragraph in which the reference appears; and  1.2.15 headings to clauses and paragraphs are for convenience only and do not affect  the interpretation of this Lease.  1.3 This Lease incorporates the Lease Details first before written and words and  expressions used in this Lease shall have the meanings ascribed to them in the Lease  Details unless the context requires otherwise.  2. DEMISE  2.1 In consideration of the rents reserved by this Lease and the covenants on the part of the  Tenant the Landlord with full title guarantee lets the Premises to the Tenant for the  Contractual Term together with the rights specified in Schedule 2 (in common with the  Landlord and all other persons similarly entitled) except and reserved to the Landlord  and all persons authorised by the Landlord or otherwise entitled the easements and  rights specified in Schedule 3 and subject to all covenants, conditions and restrictions (if  DocuSign Envelope ID: F3F571D4-7676-4E81-8EDF-6A83E308049F 





 






7    any) to which any reversion immediately or mediately expectant on the Term may be  subject, yielding and paying to the Landlord:  2.1.1 during and in respect of the Reduced Rent Period the Reduced Rent by  quarterly payments in advance on the usual quarter days in every year such  payments to be made by banker’s standing order or otherwise as the Landlord  may require the first payment in respect of the period commencing on and  including the Rent Commencement Date up to but excluding the quarter day  immediately thereafter to be made on the Rent Commencement Date;  2.1.2 subject to clause  2.2, with effect from and including the Full Rent Date the  Principal Yearly Rent by equal quarterly payments in advance on the usual  quarter days in every year such payments to be made by banker’s standing  order or otherwise as the Landlord may require the first payment in respect of  the period commencing on and including the Full Rent Date up to but excluding  the quarter day immediately thereafter to be made on the quarter day  immediately before the Full Rent Date:  2.1.3 by way of additional rent the sums referred to in paragraph  2.3 of Schedule 4  the first payment in respect of the period commencing on and including the date  of this Lease to be made on the date of this Lease;  2.1.4 by way of additional rent any VAT whether or not such tax is imposed as a result  of an election by or with the consent of the Landlord; and  2.1.5 by way of additional rent Interest payable by the Tenant under the terms of this  Lease.   2.2 If the Tenant does not exercise its right to terminate this Lease pursuant to clause  8.1,  the Reduced Rent shall be payable in place of the Principal Yearly Rent in respect of the  period from and including       2024 to and including                             2024.  3. TENANT’S COVENANTS  The Tenant covenants with the Landlord in accordance with Schedule 4 and to observe  and perform the conditions contained in this Lease.  4. LANDLORD’S COVENANTS   The Landlord covenants with the Tenant in accordance with Schedule 5.  5. RE-ENTRY   Without prejudice to any other rights or remedies of the Landlord if:  5.1 any of the rents reserved by this Lease is in arrears for 21 days after it becomes due  (whether or not it has been legally demanded); or  DocuSign Envelope ID: F3F571D4-7676-4E81-8EDF-6A83E308049F 22 October22 April 





 






8    5.2 there is any breach of any of the Tenant’s covenants in this Lease; or  5.3 the Tenant or any guarantor who at any time guarantees the obligations of the Tenant:  5.3.1 proposes or enters into any scheme, compromise, moratorium or arrangement  with any of its creditors; or  5.3.2 has an execution, distress, sequestration or other process levied on any of its  assets which is not discharged within 14 days; or  5.3.3 by reason of actual or anticipated financial difficulties, commences negotiations  with one or more of its creditors with a view to rescheduling any of its  indebtedness;  5.3.4 being a company incorporated in the United Kingdom:  (a) is struck off the register of companies; or  (b) being an unlimited company is registered with limited liability; or  (c) has an application for an administration order made or an  administration order is made; or  (d) has a notice of intention to appoint an administrator given or the  prescribed documents in connection with the appointment of an  administrator are filed at court or an administrator is appointed; or  (e) has a winding up order made against it or it otherwise enters into a  voluntary winding up (other than a voluntary winding up of a solvent  company for the purpose of amalgamation or reconstruction); or  (f) has a receiver or administrative receiver appointed over all or any of its  assets or has an encumbrancer take possession or exercise any power  of sale over all or any of its assets; or  (g) is deemed to be unable to pay its debts within the meaning of section  123 of the Insolvency Act 1986; or   5.3.5 being an individual:  (a) has a petition presented for his bankruptcy or has a bankruptcy order  made against him; or  (b) is the subject of an order or appointment under section 253, 273 or 286  of the Insolvency Act 1986; or  (c) is unable to pay his debts within the meaning of sections 267 and 268  of the Insolvency Act 1986; or   DocuSign Envelope ID: F3F571D4-7676-4E81-8EDF-6A83E308049F 





 






9    5.4 any circumstances exist or event occurs with respect to the Tenant or any such  guarantor in any jurisdiction which has an effect equivalent or similar to any of those  mentioned in this clause,   then the Landlord may at any time re-enter the Premises or any part in the name of the  whole and forfeit this Lease whereupon this Lease and the Term created by it shall  come to an end.  6. PROVISIONS   This Lease incorporates:  6.1 the insurance provisions in Schedule 6; and  6.2 the further provisions in Schedule 7,  and the Landlord and the Tenant covenant with one another to comply with their  respective obligations in such schedules.  7. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999  The parties to this Lease do not intend that any term of this Lease is to be enforceable,  by virtue of the Contracts (Rights of Third Parties) Act 1999, by any person who is not a  party to this Lease.  8. TENANT BREAK CLAUSE  8.1 Subject to the pre-conditions in clause  8.2 being satisfied, the Tenant may terminate this  Lease on the Break Date by giving the Landlord not less than six months’ prior written  notice. This Lease will then terminate on the Break Date but without prejudice to the  rights of either party against the other for any antecedent breach.   8.2 The pre-conditions are that:  8.2.1 on the Break Date the Tenant returns the Premises to the Landlord free from the  Tenant’s own occupation and that of any third party or the right to occupation of  any third party whatsoever; and   8.2.2 both on the date of service of the notice and on the Break Date all Principal  Yearly Rent and Reduced Rent has been paid in full.  8.3 Within 30 days from the date of such termination the Landlord will refund to the Tenant  any Principal Yearly Rent or Reduced Rent which the Tenant has paid in advance for  any period beyond the expiry of the notice.  9. GUARANTOR  The Guarantor in consideration of this Lease having been granted to the Tenant at the  request of the Guarantor covenants with and guarantees to the Landlord as set out in  Schedule 9.  DocuSign Envelope ID: F3F571D4-7676-4E81-8EDF-6A83E308049F 





 






10    10. SUSTAINABILITY  10.1 The Landlord and the Tenant confirm that they wish to promote and improve the  Environmental Performance of the Premises and the Building and shall:  10.1.1 co-operate with each other to identify appropriate strategies for the  improvement of the Environmental Performance of the Premises and the  Building;  10.1.2 share information in relation to their respective initiatives in relation to  Environmental Performance (including net zero carbon targets and carbon  offsetting);  10.1.3 co-operate and use reasonable endeavours to agree and comply with the  Energy Management Plan to aid the sustainability of resource use (including,  without limitation, a green travel plan and such other environmental policies  issued by the Landlord to the Tenant from time to time);  10.1.4 maintain and share Environmental Performance Data and other information  reasonably required to monitor Environmental Performance   10.1.5 use reasonable endeavours to ensure that the Building is used and any  services provided under Schedule 8 are performed:  (a) in accordance with any Energy Management Plan; and  (b) in a way which improves Environmental Performance; and  10.1.6 use reasonable endeavours to agree to improvements to any services provided  under Schedule 8 which are reasonably likely to improve Environmental  Performance.  10.2 The Tenant shall fully co-operate with and assist the Landlord in obtaining  Environmental Performance Data, including by providing to the Landlord:  10.2.1 readings from utility meters located within the Premises on request by the  Landlord and in any event no less frequently than monthly; and  10.2.2 such other information, data and documents in relation to the Tenant’s  consumption of gas, electricity and other utilities at the Premises as the  Landlord reasonably requests including, without limitation, details in such form  as the Landlord may reasonably require of contracts for the supply of energy  and other utilities (including details of Renewable Energy Guarantees of Origin  (REGO) or Renewable Gas Guarantees of Origin (RGGO) certification) and  their dates of expiry or renewal.  11. CHARITABLE DONATION  On the occasion of the grant of this Lease but on a purely voluntary basis the Landlord  and the Tenant will each make a gift of £100.00 for every year of the Contractual Term  DocuSign Envelope ID: F3F571D4-7676-4E81-8EDF-6A83E308049F 





 






11    to support Teenage Cancer Trust (registered charity number 1062559) which will be  paid in full on completion of this Lease.  12. LANDLORD AND TENANT ACT 1954  12.1 The parties confirm that:  12.1.1 the Landlord has served a notice on the Tenant, as required by section  38A(3)(a) of the 1954 Act, applying to the tenancy created by this Lease, before  this Lease was entered into; and  12.1.2    , who was duly authorised by the Tenant to do so, made  a statutory declaration dated     2021 in accordance with the  requirements of section 38A(3)(b) of the 1954 Act.  12.2 The parties agree that the provisions of sections 24 to 28 of the 1954 Act are excluded  in relation to the tenancy created by this Lease.  12.3 The parties certify that there is no agreement for lease to which this Lease gives effect.  IN WITNESS whereof the Landlord and the Tenant have executed this document as a deed the  day and year first before written.  DocuSign Envelope ID: F3F571D4-7676-4E81-8EDF-6A83E308049F 22 April Peri Hassan 





 






12    Schedule 1  The Premises  1. All those parts of the ground and first floor of the Building shown edged red on Plans 2  and 3 including:  1.1 the internal doors, frame, equipment and fitments and any glass in the doors of the  Premises and any secondary glazing in the windows of the Premises;  1.2 the entrance doors to the Premises and their equipment and fitments;  1.3 the internal plaster or other surfaces of load bearing walls and columns within the  Premises and of walls which form boundaries of the Premises;  1.4 the whole of non-load bearing walls within the Premises;  1.5 the surface of the floor slab and ceiling slab;  1.6 the raised floor and supports and the void between the floor slab and raised floor;  1.7 the carpeting in the Premises;  1.8 the floor boxes in the Premises;  1.9 the lighting in the Premises;  1.10 all Conduits, plant and machinery now or after the date of this Lease installed in any  part of the Building and exclusively serving the Premises;  1.11 the air conditioning units within and exclusively serving the Premises and their fitments  and Conduits;  1.12 all sanitary ware in the Premises and associated Conduits;  1.13 all fixtures and fittings from time to time on the Premises; and  1.14 all additions and improvements to the Premises,  but excluding the structural parts, load bearing framework, roof, foundations, external walls,  window frames, the window furniture and glass in the windows, all risers, and the Conduits,  plant and machinery within but not exclusively serving the Premises.  DocuSign Envelope ID: F3F571D4-7676-4E81-8EDF-6A83E308049F 





 






13    Schedule 2  Easements Granted  1. The right of passage and running of water, soil, gas and electricity in and through the  Conduits now or after the date of this Lease installed in any part of the Building.  2. The right to use the main entrance to the Building and the Common Parts leading from  such main entrance to enter and leave the Premises (and not for any deliveries to the  Premises) and for such other purpose as the Landlord may specify from time to time.  3. The right of escape in cases of emergency through the Common Parts and along the  escape routes through those parts of the Building designated by the Landlord from time  to time to a place of safety or the public highway.  4. The right of support and protection for the Premises as now enjoyed from the rest of the  Building.  5. Subject to the conditions set out in paragraph  6, the exclusive right to use the Terrace  for peaceful functions and recreational purposes appropriate to and in keeping with an  office building and ancillary to the occupier’s use of the Premises permitted by  paragraph 13 of Schedule 4 but in no circumstances shall the Terrace be used for drinks  parties or similar events in the ordinary course of the Tenant’s business.   6. The exercise of the right referred to in paragraph  5 is subject to the conditions that:  6.1 the Tenant shall:  (i) keep the Terrace in a clean and tidy condition;  (ii) not place any articles on the Terrace except for furniture approved by  the Landlord (such approval not to be unreasonably withheld if such  furniture is in keeping with the design, style and furnishings of the rest  of the Building) which is sufficiently secured to the surface of the  Terrace in a manner approved by the Landlord (such approval not to be  unreasonably withheld or delayed) or which is removed from the  Terrace every night of the Term;  (iii) not make any alterations or additions to or cause any damage to the  Terrace;  (iv) not play any music on the Terrace;  (v) not hold any exhibition, public meeting or public entertainment on the  Terrace;  (vi) not do anything which may be a disturbance, nuisance or cause  damage to the Landlord or other tenants and occupiers of the Building;  (vii) not use any cooking equipment on the Terrace;   DocuSign Envelope ID: F3F571D4-7676-4E81-8EDF-6A83E308049F 





 






14    (viii) not permit persons to smoke on the Terrace; and  (ix) not allow any rubbish to accumulate on the Terrace;  6.2 the Landlord has the right to enter onto the Terrace for the purpose of repairing,  maintaining, cleaning, renewing and replacing the Terrace; and  6.3 the Landlord shall not be responsible or liable to the Tenant or the Tenant’s  licensees or any other person for any accident, happening or injury suffered on  the Terrace.  7. Subject to observing and performing any regulations governing use made by the  Landlord from time to time, the exclusive right at the Tenant’s own risk to use the bicycle  racks within the parking space numbered 16 on the lower ground floor of the Building as  shown on Plan 4 for the storage of 12 bicycles belonging to occupiers of the Premises.  8. Subject to observing and performing any reasonable regulations governing use made  by the Landlord from time to time, all laws and regulations relating to health and safety  and the requirements and recommendations of the insurers, the exclusive right at the  Tenant’s own risk to use the parking space numbered 13 on the lower ground floor of  the Building as shown on Plan 4 for the placing during the Term of a storage container  or storage containers commensurate with the size of the parking space and approved  by the Landlord (acting reasonably and provided that if within two working days of  having received from the Tenant sufficient plans and specifications for such storage  container(s), the Landlord has not notified the Tenant that either (i) the storage  container(s) is/are approved or (ii) the storage container(s) is/are not approved and  provided a reason or reasons for not having approved the storage container(s) then  such approval shall be deemed to have been given) for use in connection with the  Tenant’s use of the Premises subject to the Tenant making good any damage caused to  the Building in connection with the exercise of this right without delay and subject also  to the Tenant removing from such parking space by the ending of the Term all storage  containers and other items that may have been placed on such parking space and to  make good all damage caused by such removal.  9. The right to run Conduits through the tenant’s risers within the Building as required in  accordance with the Tenant’s use of the Premises in accordance with the Permitted  Use, provided that the route and specification of all Conduits are to be first approved by  the Landlord (such approval not to be unreasonably withheld provided that the Landlord  shall be entitled to withhold its approval where such Conduits would or might (in the  Landlord’s opinion) cause overloading).  DocuSign Envelope ID: F3F571D4-7676-4E81-8EDF-6A83E308049F 





 






15    Schedule 3  Easements and rights reserved  1. The right to erect or alter or to consent to the erection or alteration of any other part of  the Building or of any other adjoining or neighbouring property (whether belonging to the  Landlord or to any third party) notwithstanding that such erection or alteration may  diminish the access of light and air enjoyed by the Premises and the right to deal with  any such property as it may think fit.  2. The right of free and uninterrupted passage and running of all services or supplies  through all existing or future Conduits in on or under the Premises and serving or  capable of serving other parts of the Building or any other adjoining or neighbouring  property together with the right to enter upon the Premises to inspect, connect into,  repair, maintain and replace any such Conduits.  3. The right to enter and remain upon the Premises in connection with the erection,  alteration, improvement, repair or maintenance of the Building or any adjoining or  neighbouring property and for such purpose to underpin, shore up and bond and tie into  the structure of the Premises.  4. The right to enter and remain upon the Premises in order to inspect, alter, repair,  maintain, replace and connect into the risers (including any ductwork which is within or  forms part of the risers) within the Building and the Conduits in such risers.  5. The right to lay or construct new Conduits in, on or under the Premises and to connect  into such Conduits as are now or may hereafter be in on or under the Premises (other  than Conduits capable of serving only the Premises).  6. The right temporarily to close any part of the Building other than the Premises but not so  as to deny the Tenant access to the Premises.  7. The right to enter and remain upon the Premises in order to inspect, clean, maintain,  repair, renew or replace the Terrace.  8. The right for the Landlord and other owners, tenants or occupiers of the Building or any  adjoining or neighbouring property and their respective agents, workmen and  employees to enter onto the Terrace with all necessary materials and appliances for  access to the roof of the Building.   9. The rights and liberties to enter upon the Premises in the circumstances in which in the  covenants by the Tenant contained in this Lease the Tenant covenants to permit such  entry.  10. The right of support and protection for the Building and the Landlord’s adjoining or  neighbouring property as now enjoyed from the Premises.  11. All easements, quasi-easements, privileges and rights whatsoever now enjoyed by  other parts of the Building or adjoining or neighbouring property in, under, over or in  respect of the Premises as if such adjoining and neighbouring property and the  DocuSign Envelope ID: F3F571D4-7676-4E81-8EDF-6A83E308049F 





 






16    Premises had at all times heretofore been in separate ownership and occupation and  such matters had been acquired by prescription or formal grant.  12. Without prejudice to the generality of paragraph  11, all rights of light and air which are  now, or may at any time during the Term be, enjoyed by the Premises or by any owners  or occupiers of the Premises from time to time.  The exercise of the rights at paragraphs  2 (insofar as it relates to entering upon the Premises),   3, 4, 5, 7 and 8 shall be subject to the Landlord under this Lease entering:  (a) after giving not less than 48 hours prior written (which shall for these purposes  include e-mail) notice (save in cases of emergency when no notice shall be  required);   (b) only onto such part of the Premises and only for so long as is reasonably  necessary in connection with such exercise; and  (c) causing as little inconvenience as reasonably practicable and making good any  damage caused to the Premises without unreasonable delay.  DocuSign Envelope ID: F3F571D4-7676-4E81-8EDF-6A83E308049F 





 






17    Schedule 4  Tenant’s covenants  1. RENT  1.1 To pay the rents reserved by this Lease at the times and in the manner specified without  any deduction.  1.2 Not to exercise or seek to exercise any right or claim to withhold rent or any right or  claim to set-off.  2. OUTGOINGS  2.1 To pay and discharge or indemnify the Landlord against all Outgoings (other than non- domestic rates) in respect of or in relation to the Premises (including in the absence of a  direct assessment a fair proportion to be determined by the Landlord acting reasonably  of any sum payable in respect of property of which the Premises form part) save for  Outgoings arising from any dealing with the reversion to this Lease or the receipt of  rents (but not excluding any VAT payable on them or insurance premium tax).  2.2 To pay all meter rents and for all water and fuel consumed on the Premises and  services supplied to the Premises and to observe and perform at the Tenant’s expense  all present and future regulations and requirements of the supply authorities and to keep  the Landlord indemnified in respect of such regulations and requirements.  2.3 To pay to the Landlord or as the Landlord shall direct in respect of the Premises the  costs and expenses incurred by the Landlord in respect of all electricity consumed on  the Premises by way of on-account quarterly payments in advance on the usual quarter  days in every year based on the Landlord’s estimate of the above costs and expenses  to be incurred for or during such 12 month period as the Landlord may determine from  time to time and, as soon as reasonably practicable after the end of such period, the  Landlord shall calculate the actual costs incurred for or during such period and serve a  summary of such costs on the Tenant and if the aggregate on-account payments made  by the Tenant differs from the sums properly due then any sum due to the Landlord  shall be paid on demand and any over-payment shall be allowed to the Tenant against  the next on-account payment due under this paragraph or, in respect of the year  immediately before the ending of the Term, shall be returned to the Tenant within 30  days after the ending of the Term.  2.4 If the Tenant disputes any element of the costs contained in any summary of the costs  submitted by the Landlord to the Tenant under paragraph 2.3 of this Schedule then it  must give notice in writing to that effect to the Landlord together with the detailed  grounds on which it relies (the “Dispute Notice”) within one month of receipt of that  summary.  2.5 The parties are to use their respective reasonable endeavours to agree any element of  the total costs in dispute and in the absence of agreement within two months after  receipt of the relevant Dispute Notice either party may refer the dispute for  determination by a single arbitrator in accordance with the Arbitration Act 1996.  DocuSign Envelope ID: F3F571D4-7676-4E81-8EDF-6A83E308049F 





 






18    2.6 Notwithstanding the service of any Dispute Notice the Tenant’s liability for the total costs  under paragraph 2.3 of this Schedule shall remain unless and to the extent that the  arbitrator appointed under paragraph 2.5 of this Schedule determines that any part of  that liability should be repaid by the Landlord or any additional amounts should be paid  to the Landlord, when the Landlord shall procure that a duly corrected summary is  submitted to the Tenant.  Within 14 days of issue of that corrected summary the  Landlord shall repay or the Tenant shall pay (as appropriate) such amount together with  interest at the base rate of HSBC Bank Plc for the period from the date of payment by  the Tenant to the date of actual repayment by the Landlord (in the case of the Landlord)  and from the date on which the payment became due to the Landlord until the date of  actual payment by the Tenant (in the case of the Tenant).   3. REPAIR  To keep the Premises and the Inventory Items clean, tidy and in good condition and in  whole or in part replace or renew them as necessary and to replace from time to time  with others of no better quality all landlord’s fixtures and fittings which become obsolete  or unusable save in the case of:  3.1.1 damage by Insured Risks (except to the extent the insurance effected by the  Landlord is vitiated, avoided or forfeited or the payment of the policy monies is  refused or withheld by reason of the Tenant’s default); and  3.1.2 Uninsured Damage.  4. DECORATION  4.1 In the last three months immediately before the ending of the Term to paint, clean or  otherwise treat as the case may be the inside structure and other internal parts of the  Premises and the inside of the window frames usually or requiring to be painted,  cleaned or otherwise treated with at least two coats of good quality paint or other  suitable material of good quality in a proper and workmanlike manner and subject to  paragraph  4.2 generally to redecorate the interior of the Premises the colour and  method of all such painting and other works of decoration in the last three months  immediately before the ending of the Term to be approved by the Landlord, such  approval not to be unreasonably withheld.  4.2 Not at any time during the Term to paint over or decorate any surfaces within the  Premises which at the date of this Lease were exposed concrete surfaces.  5. CLEANING  5.1 To keep the Premises and the Terrace in a clean and tidy condition.  5.2 At least once in every month properly to clean the inside surfaces of the windows and  window frames and all other glass in the Premises.   5.3 At least once in every month or more frequently if necessary properly to clean the inside  surfaces of the Glazed Frontage.   DocuSign Envelope ID: F3F571D4-7676-4E81-8EDF-6A83E308049F 





 






19    6. YIELDING UP  6.1 At the ending of the Term:  6.1.1 quietly to yield up the Premises and the Inventory Items free from the Tenant’s  own occupation and that of any third party or the right to occupation of any third  party whatsoever, in a condition consistent with the due performance and  observance by the Tenant of its covenants in this Lease;  6.1.2 (unless the Landlord requires otherwise in writing) to remove from the Premises  prior to the ending of the Term all lessee’s and trade fixtures and fittings and  other property belonging to the Tenant or to any third party and to ensure that  the Tenant’s or any other person’s telecommunications and other cabling (if any)  serving the Premises (whether exclusively or together with other premises) has  been properly isolated as appropriate;  6.1.3 if any alterations or additions have been made to the Premises by the Tenant or  any person deriving title under the Tenant to reinstate the Premises (unless  directed not to do so by the Landlord in writing not less than three months’ prior  to the ending of the Term, and such direction may relate to all or part of the  works) to the state and condition they were in prior to the making of the  alterations and additions;  6.1.4 to remove from the Building every sign, notice or other notification belonging to  the Tenant or any person deriving title under the Tenant; and  6.1.5 to make good all damage caused by the removal of fittings, furniture and  effects, and signs, notices or other notifications,   to the reasonable satisfaction of the Landlord.  6.2 If the Tenant fails to leave the Premises in such condition to pay to the Landlord as a  debt due on demand the proper cost of remedying such default and the Tenant  acknowledges that any cabling and other items which may remain in the Premises at  the ending of the Term may be stripped out by the Landlord.  The Tenant agrees and  acknowledges that the Landlord shall have no liability for any loss, claim, damage,  inconvenience or interruption (including without limitation any loss or interruption of  business) which may be caused to the Tenant or to any other person by the removal of,  or any damage to, any cabling or other items which remain at the Premises at the  ending of the Term.  7. STATUTES  7.1 To comply with all Statutes and the requirements or directions of any government  department, local authority or other competent authority affecting the Premises or their  use and occupation.  7.2 To execute all works and obtain all certificates and licences and provide and maintain all  arrangements which by or under any Statute or any such requirement or direction are or  DocuSign Envelope ID: F3F571D4-7676-4E81-8EDF-6A83E308049F 





 






20    may be directed or required to be executed, obtained, provided or maintained upon or in  respect of the Premises whether by the Landlord or the Tenant.  7.3 Not to do or omit to do on the Building anything by reason of which the Landlord may  under any Statute or any such requirement or direction incur or have imposed upon it or  become liable to pay any penalty, damages, compensation, costs, levies, charges or  expenses.  7.4 As soon as reasonably possible following receipt to deliver to the Landlord a copy of  any communication from a government department, local authority or other competent  authority affecting the Premises and to make or join in making such objections,  representations or appeals against or in respect of it as the Landlord may require.  8. PLANNING  8.1 Not to make any application for planning permission or to implement any planning  permission.  8.2 Not to object to any planning application made in connection with the development of  any adjoining or neighbouring property of the Landlord or of any Group Company of the  Landlord.  9. ENTRY UPON THE PREMISES  9.1 To permit the Landlord and persons authorised by the Landlord to enter the Premises at  reasonable times after not less than 48 hours’ prior written (which shall for these  purposes include e-mail) notice (except in an emergency) and where requisite to remain  with or without workmen, materials and equipment:  9.1.1 to alter, maintain or repair any adjoining property or its services;  9.1.2 in connection with the development of any other part of the Building or any  adjoining property or their services;  9.1.3 measuring, preparing drawings and carrying out tests in connection with any  proposals the Landlord may have for the Building or its adjoining or  neighbouring property;  9.1.4 in connection with the easements and rights reserved by this Lease;  9.1.5 to comply with such covenants, conditions and restrictions (if any) as may affect  any reversion on the Term;  9.1.6 to inspect the Premises and the Inventory Items;  9.1.7 to complete an inventory of the landlord’s fixtures and fittings;  9.1.8 to measure or value the Premises;  9.1.9 to remedy any breach of the Tenant’s covenants in this Lease;   DocuSign Envelope ID: F3F571D4-7676-4E81-8EDF-6A83E308049F 





 






21    9.1.10 in connection with the provision of the services referred to in Schedule 8;   9.1.11 to inspect the Premises for the purposes of preparing an Energy Performance  Certificate; and  9.1.12 to install separate electricity or other energy or utility supplies to the Premises  and/or install, operate or maintain equipment (whether fiscal meters, sub-meters  or check meters or other equipment) to measure the supply of gas, electricity or  other energy or utilities supplied to the Premises and/or collect such  measurements,  without payment for any annoyance or inconvenience caused to the occupiers of the  Premises but subject to the persons entering causing as little inconvenience as  reasonably practicable and making good any damage caused to the Premises without  unreasonable delay.  9.2 To give immediate notice to the Landlord upon becoming aware of any destruction or  damage to the Premises and of any defect which would or might give rise to any  obligation on the Landlord’s part to do or refrain from doing any act or thing in order to  comply with the duty of care imposed by the Defective Premises Act 1972.  10. BREACHES  10.1 To make good all breaches of the Tenant’s covenants in this Lease within one month  after the giving of written notice by the Landlord to the Tenant or sooner if requisite.  10.2 If the Tenant continues to default in the performance of any of such covenants of which  notice has been given to permit the Landlord and all persons authorised by either of  them to take such steps as may be necessary or expedient to remedy the breaches and  the proper costs (including professional and other expenses) incurred by the Landlord in  so doing shall be paid by the Tenant to the Landlord on demand and if not so paid shall  be a debt due from the Tenant to the Landlord and recoverable by action.  11. COSTS  To indemnify the Landlord against all proper (and in the case of paragraph  11.8,  reasonable) and properly incurred costs arising from or in contemplation of any of:  11.1 the enforcement of the Tenant’s covenants in this Lease or of the obligations of any  person who at any time guarantees the obligations of the Tenant;  11.2 the preparation and service of any notices or proceedings under sections 146 and 147  of the Law of Property Act 1925 or the Leasehold Property (Repairs) Act 1938 and the  inspection and supervision of any works required to be done;  11.3 the taking of any steps subsequent to any such notice notwithstanding forfeiture is  avoided otherwise than by relief granted by the Court;  11.4 the effecting of any forfeiture not requiring such notice;  DocuSign Envelope ID: F3F571D4-7676-4E81-8EDF-6A83E308049F 





 






22    11.5 the recovery of sums properly due under this Lease;  11.6 the preparation and service of all notices and schedules (whether statutory or  otherwise) relating to wants of repair to the Premises or other breaches of any of the  Tenant’s covenants in this Lease and the inspection and supervision of any works  required to be done whether served during the Term or after its ending;  11.7 the preparation and service of any notices, applications or proceedings under the 1995  Act; and  11.8 (save where a court holds such consent is unreasonably withheld or delayed) any  application for a consent, licence or approval whether it is granted or refused or  proffered subject to any qualification or condition or whether the application is withdrawn  or abandoned.  12. ALTERATIONS  12.1 Not to make any alterations or additions to the Premises or any installations, Conduits,  plant or machinery serving them except as provided in paragraph 12.2.  12.2 The Tenant may, as part of its initial fitting out works, install a curtain rail in a location  approved by the Landlord provided that the Tenant has first obtained the Landlord’s  written consent (such consent not to be unreasonably withheld).  12.3 Without prejudice to the preceding paragraphs, not to make:  12.3.1 any alterations to the appearance, style or type of the entrance doors to  the Premises opening onto the Common Parts.  12.3.2 any alteration to the electrical installations of the Premises.  12.3.3 any alterations, additions, building across or infilling in respect of or  affecting the external appearance of the Glazed Frontage;  12.3.4 any alterations which may adversely affect the asset rating in any  Energy Performance Certificate in respect of the Premises and/or the  Building;  12.3.5 any alterations to the Systems or carry out any alterations which would  adversely affect the efficient operation of the Systems; or  12.3.6 any alterations or additions or do anything which invalidates or  prejudices any warranties, guarantees or latent defects insurance policy  obtained by the Landlord from any third party in connection with the  Building.  12.4 To remove on demand any alterations made in contravention of this paragraph or in  respect of which any licence, approval, permission or consent is withdrawn or lapses  and make good all damage caused by such removal and restore all parts of the  DocuSign Envelope ID: F3F571D4-7676-4E81-8EDF-6A83E308049F 





 






23    Premises affected to a good and substantial condition under the supervision and to the  satisfaction of the Landlord.  13. USE  13.1 Not to use the Premises otherwise than for the Permitted Use.  13.2 Not to use the Premises:  13.2.1 for any dangerous, noxious, noisy, offensive, illegal or immoral purpose;  13.2.2 for any purpose which causes a nuisance, damage or inconvenience to  the Landlord or the owners or occupiers of any adjoining or  neighbouring property.   13.2.3 as a betting shop or a betting office;   13.2.4 as offices to which members of the public are admitted or for any  auction, public meeting, entertainment or exhibition; or  13.2.5 for the sale of alcohol for consumption either on or off the Premises.  13.3 To take all practical steps to prevent its servants, agents, visitors and all persons over  whom the Tenant is able to exercise authority or control from smoking outside the  Building or its immediate vicinity other than in any smoking area which may be  designated by the Landlord.  13.4 Not to allow any person to sleep in the Premises nor to use the Premises for residential  purposes.  14. NAMING, SIGNAGE, DISPLAY  14.1 Not to display on the Premises so as to be visible from outside any sign, fascia, poster,  curtain or advertisement.  14.2 Not to display on the Premises so as to be visible from outside any blind other than a  blind of the size and type conforming with the Landlord’s standard specification for the  Building.   14.3 Not to place or display any sign, fascia, poster, curtain or advertisement within the  Glazed Frontage, provided that while Mission-Media Limited (registered in England  number 04745677) is the Tenant, the Tenant may display its usual corporate signage  identifying the name of the Tenant within the Glazed Frontage, provided that:  14.3.1 the manner and position of such display and the style and size of such  signage must be approved by the Landlord in advance (such approval  not to be unreasonably withheld or delayed provided that the Landlord  shall be under no obligation to give such approval if in the Landlord’s  reasonable opinion such signage is not in keeping with the design,  external appearance or character of the Premises or the Building); and   DocuSign Envelope ID: F3F571D4-7676-4E81-8EDF-6A83E308049F 





 






24    14.3.2 the Tenant shall not at any time cover or obstruct more than 10% of the  surface area of the Glazed Frontage.   15. VIEWINGS  To permit all persons authorised by the Landlord or its agents to view the Premises at  reasonable times after not less than 48 hours’ prior written (which shall for these  purposes include e-mail) notice and without interruption in connection with:  15.1 the disposal of the Landlord’s Interest; and  15.2 the re-letting of the Premises.  16. SECURITY ARRANGEMENTS  16.1 Not to leave the Premises continuously unoccupied for more than one month without  notifying the Landlord and providing security and caretaking arrangements approved by  the Landlord (such approval not to be unreasonably withheld) and complying with the  proper requirements of its insurers.  16.2 To ensure that, at all times, the Landlord has particulars of the name, home address and  home telephone number of at least two keyholders of the Premises.  17. OVERLOADING  17.1 Not to submit any part of the Building to any excessive load nor to suspend any  excessive weight from the ceilings or structure.  17.2 Not to overload or obstruct any of the lifts or the Conduits serving the Premises or to  discharge into any pipes, drains, or sewers any trade effluent or any harmful matter or  substance.  17.3 Not to obstruct or interfere with the ventilating louvers and grilles situate in or serving  the Premises and not to install or operate in the Premises any equipment, machinery or  apparatus which may cause the efficiency of the Systems of the Building to be  diminished or impaired or their balance interfered with.  17.4 Not to place any articles on the Terrace.  18. ENTRANCES AND SERVICE AREAS  Not to load or unload or receive delivery of or dispatch goods otherwise than in the  areas and through the entrances designated by the Landlord nor to leave any article or  vehicle so that such areas or the entrances or roadways or means of access to the  Building are blocked or so that access by others is precluded, hindered or  inconvenienced.  DocuSign Envelope ID: F3F571D4-7676-4E81-8EDF-6A83E308049F 





 






25    19. RIGHTS OF LIGHT  19.1 Not to darken or obstruct any windows belonging to the Premises nor to accept  payment or other consideration from anyone else doing so.  19.2 To give notice to the Landlord of any third party making or acquiring or attempting to  make or acquire any encroachment or easement against the Premises and at the  request of the Landlord to take such steps as the Landlord may reasonably require to  prevent any such encroachment or easement being acquired, subject to any costs  reasonably and properly incurred by the Tenant being borne by the Landlord.  20. ALIENATION  Not to assign, underlet, part with or share occupation or possession, or charge the  whole or any part of the Premises or any of the benefits or burdens of this Lease or any  interest derived from it.  21. INDEMNITY  To indemnify the Landlord against all actions, costs, claims, demands and expenses  arising as a result of any breach or non-observance of the Tenant’s covenants in this  Lease or the relevant operator’s obligations in any Telecoms Wayleave or by reason of  any act or default of the Tenant or any person deriving title under the Tenant or their  respective agents, servants or licensees.   22. PRODUCTION OF INFORMATION  To produce on written demand:  22.1 such evidence as the Landlord may reasonably require to satisfy itself that the Tenant’s  covenants in this Lease have been complied with and particulars of all derivative or  occupational rights existing in respect of the Premises however remote or inferior; and  22.2 such financial information (including, but not limited to, the Tenant’s management  accounts showing, among other things, the Tenant’s earnings before interest, taxation,  depreciation and amortisation and profit before tax) as the Landlord may from time to  time reasonably require in order to assess the Tenant’s ability to comply with its  obligations under this Lease, but subject to the Landlord first entering into a written  agreement with the Tenant to keep such financial information confidential (such  agreement to be on a reasonable form proposed by the Tenant and approved by the  Landlord acting reasonably).  23. INTEREST  23.1 To pay Interest on so much of the Principal Yearly Rent and Reduced Rent as remain  unpaid after they have become due for payment.  23.2 To pay Interest on so much of the additional rents and any accrued interest and other  monies (not being rent) payable under this Lease as remain unpaid for ten Working  Days after (as the case may be):  DocuSign Envelope ID: F3F571D4-7676-4E81-8EDF-6A83E308049F 





 






26    23.2.1 demand in those cases where payment becomes due only on demand; or  23.2.2 the date on which they become due for payment by the Tenant,  from the date of demand, or the date that they became due for payment, until payment  is made to the Landlord.  23.3 To pay Interest under paragraph  23.1 for any period during which the Landlord properly  refuses to accept the tender of payment because of an unremedied breach of covenant  by the Tenant.   24. VAT  24.1 To pay an amount equal to all VAT payable in respect of any sum payable under this  Lease so that any such sum is deemed to be tax exclusive.  24.2 Where the Tenant is to reimburse the Landlord for the costs or expenses of any supplies  made to the Landlord, at the same time to pay or, as the case may be, indemnify the  Landlord against all VAT input tax incurred by the Landlord in respect of those supplies  save to the extent that the Landlord is entitled to repayment or credit in respect of such  VAT input tax.  25. ENERGY PERFORMANCE CERTIFICATES  25.1 Not to commission an Energy Performance Certificate in respect of the Premises:   25.1.1 unless required to do so by the Energy Performance of Buildings (England and  Wales) Regulations 2012; and  25.1.2 other than from an assessor approved by the Landlord,  and to supply the Landlord with a copy of any Energy Performance Certificate in respect  of the Premises commissioned by the Tenant (or on its behalf) promptly following  receipt.  25.2 To co-operate with the Landlord, so far as is reasonably necessary, to allow the  Landlord to commission an Energy Performance Certificate for the Premises or the  Building (including by providing the Landlord with copies of any plans or other  information held by the Tenant that would assist).  26. REGULATIONS  To observe and perform and cause its servants, agents and licensees to observe and  perform the rules and regulations made by the Landlord from time to time for the orderly  and safe use of the Building and their facilities.  DocuSign Envelope ID: F3F571D4-7676-4E81-8EDF-6A83E308049F 





 






27    27. TITLE MATTERS  To observe and perform all covenants, conditions and restrictions (if any) to which any  reversion immediately or mediately expectant on the Term may be subject as at the date  of this Lease.  28. NEW GUARANTOR   If any Guarantor  28.1 being an individual (or where the Guarantor comprises more than one individual then  any one or more of those individuals) dies or suffers or permits a bankruptcy order to be  made;  28.2 being a company suffers or permits an administration order to be made against is or is  wound up or ceases for any reason to maintain its corporate existence otherwise than  for the purpose of amalgamation or reconstruction of a solvent company; or  28.3 being either any individual or company suffers distress or execution to be levied on its  goods or if an interim official receiver or other receiver is appointed or if the Guarantor  shall propose or make any composition or propose or enter into any voluntary  arrangement with the creditors of the Guarantor or the Guarantor shall otherwise cease  for any reason to be or remain liable under its covenants,  then the Tenant shall within 21 days of any such event give notice thereof to the  Landlord and if so required by the Landlord at the expense of the Tenant within two  months to procure that some other company or persons reasonably acceptable to the  Landlord covenants with the Landlord in the terms set out in Schedule 9 mutatis  mutandis or in such other form as the Landlord shall reasonably require.  29. SUPERIOR INTEREST  The Tenant must not breach any of the Landlord’s obligations (excluding payment of  rents or other sums) relating to the Premises in the Superior Lease or any obligations  affecting the freehold interest in the Premises insofar as the same relate to the  Premises and the rights granted in this Lease    DocuSign Envelope ID: F3F571D4-7676-4E81-8EDF-6A83E308049F 





 






28    Schedule 5  Landlord’s covenants  1. QUIET ENJOYMENT  The Tenant paying the rents reserved by this Lease and observing and performing the  covenants on its part may peaceably hold and enjoy the Premises during the Term  without any interruption by the Landlord or any person lawfully claiming under or in trust  for it.  2. MITIGATION  If any claim is made or threatened in writing against the Landlord by any third party in  respect of which the Tenant is liable under this Lease to indemnify the Landlord (a  “Claim”):  2.1 the Landlord shall give the Tenant written notice of the Claim as soon as reasonably  practicable;  2.2 the Landlord shall consider any written representations made by the Tenant about any  negotiations relating to the settlement of the Claim (subject to the rights powers and  requirements of any insurers); and  2.3 the Landlord will not settle or compromise such Claim (subject to the rights powers and  requirements of any insurers) without having given the Tenant reasonable opportunity to  make representations.  3. SUPERIOR LEASE  3.1 To comply with the lessee’s obligations in the Superior Lease, save where such  obligations are assumed by the Tenant under this Lease.  3.2 Where the Superior Landlord’s consent is required for any act under this Lease, to use  reasonable endeavours to obtain it at the Tenant’s cost.   4. SERVICES  4.1 Subject to the following provisions of this paragraph:  4.1.1 the Landlord shall provide the services specified in Part 1 of Schedule 8  provided that the Landlord may discontinue and/or not provide any of these  services if it considers in its reasonable opinion that it is in the interests of good  estate management to do so; and  4.1.2 may provide the services specified in Part 2 of Schedule 8.  4.2 The Landlord shall not be liable for any failure to provide such services to the extent that  the Landlord is prevented from doing so by any of the Insured Risks or other peril,  accident, strike, shortage of materials or power or other cause beyond the Landlord’s  control.  DocuSign Envelope ID: F3F571D4-7676-4E81-8EDF-6A83E308049F 





 






29    4.3 The Landlord shall not be under any obligation to continue to provide the services  specified in Part 2 of Schedule 8 and may in its absolute discretion discontinue,  suspend, vary, extend, alter or add to such services if the Landlord considers that by  doing so the Building, its services or amenities may be improved or the management of  the Building may be more efficiently conducted.  4.4 If the Tenant requires the provision of the heating and air conditioning referred to in  paragraph  6 of Part 1 of Schedule 8 outside the Service Hours and gives reasonable  notice in writing of such requirement to the Landlord the Landlord shall use its  reasonable endeavours to provide such services at such time or times as the Tenant  may reasonably require subject to the Tenant paying all proper costs associated with the  provision of such services or where such services are requested or provided for other  occupiers in the Building the share of those costs attributed to the Premises by the  Landlord.      DocuSign Envelope ID: F3F571D4-7676-4E81-8EDF-6A83E308049F 





 






30    Schedule 6  Insurance provisions  1. INSURANCE  1.1 Subject to such insurance being readily available at acceptable rates and to any  exclusions, excesses, conditions, and limitations imposed by the insurers or the  underwriters, the Landlord covenants with the Tenant to insure in such office as the  Landlord may nominate:  1.1.1 the Building against the Insured Risks in such a sum as the Landlord  determines as being the full rebuilding and reinstatement cost (including sums  for demolition and site clearance, architects’ and other fees, VAT and a due  allowance for cost increases over the likely rebuilding period);  1.1.2 against at least three but not more than five years’ loss of Principal Yearly Rent  from the Premises which may be calculated having regard to future rent  increases; and  1.1.3 against public liability and property owner’s risks.  1.2 The Landlord shall not be obliged to insure any fixtures or fittings which may be installed  by the Tenant or any tenant’s and trade fixtures and fittings.  1.3 If a risk or contingency itemised, or otherwise included, as one of the Insured Risks, can  no longer be insured in the London insurance market, the risk or contingency shall  cease to be treated as one of the Insured Risks from the time that cover is withdrawn  until cover again becomes available in the London insurance market.  1.4 If a risk or contingency itemised, or otherwise included, as one of the Insured Risks, can  no longer be insured in the London insurance market at reasonably commercial rates  and on reasonably commercial conditions, the Landlord may in its absolute discretion  withdraw such risk or contingency from cover and this risk or contingency shall cease to  be treated as one of the Insured Risks from the date that the Landlord notifies the  Tenant in writing that cover has been withdrawn until such date as the Landlord notifies  the Tenant in writing that cover has been reinstated.  1.5 For all purposes under this Schedule 6, the Premises are not to be treated as incapable  of occupation and use by reason only that the tenant’s fixtures and fittings have not  been reinstated and replaced.  2. INSURANCE PARTICULARS   The Landlord covenants with the Tenant:  2.1 to supply to the Tenant on written request (not more than once in each calendar year)  particulars of the insurance effected under this Lease sufficient to enable the Tenant to  know the full extent of the cover provided, the risks and the sums insured and any  exclusions, excesses, conditions or limitations to which the policy is subject;  DocuSign Envelope ID: F3F571D4-7676-4E81-8EDF-6A83E308049F 





 






31    2.2 to use its reasonable endeavours to ensure the policies of insurance effected by the  Landlord include provision for the general noting of the Tenant’s interest; and  2.3 to use its reasonable endeavours to procure that its insurers waive entitlement to rights  of subrogation against the Tenant and their respective employees, workmen, agents  and visitors except in instances of fraudulent malicious or criminal acts which they have  caused or that the policy contains such a general condition.  3. REINSTATEMENT  3.1 If:  3.1.1 the Premises or any part of them shall be damaged or destroyed by any of the  Insured Risks; or  3.1.2 the remainder of the Building or any part of it shall be damaged or destroyed by  any of the Insured Risks so as to render the Premises unfit for occupation and  use or inaccessible,  then the Landlord shall (subject to paragraph  6) lay out the net proceeds of such  insurance received by the Landlord in respect of such damage (other than any in  respect of loss of rent) in the reinstatement, repair or rebuilding of the Premises, the  remainder of the Building or any part thereof (as the case may be) (save for any  tenant’s fixtures and fittings) to the extent so damaged or destroyed.  The Landlord shall  make up any shortfall in the proceeds of insurance out of its own monies.  3.2 When rebuilding, repairing or reinstating the Premises the Landlord may make  variations to their previous design but so as to provide the Tenant with accommodation  reasonably equivalent to the Premises.  The provisions of this Lease, modified as  necessary, shall apply to such accommodation.  3.3 To the extent that the insurance money is irrecoverable in whole or in part as a result of  the Tenant’s default the Landlord shall not be obliged to comply with paragraph  3.1  unless and until the Tenant has paid in accordance with paragraph  4.4.  3.4 The Landlord shall not be obliged to comply with paragraph  3.1 if prevented from doing  so by any of the following events:  3.4.1 failure to obtain any consents necessary to enable rebuilding, repair or  reinstatement;  3.4.2 grant of any necessary consents subject to a condition with which it would be  unreasonable in all the circumstances to expect the Landlord to comply;  3.4.3 some defect in the site so that rebuilding, repair or reinstatement could not  reasonably be undertaken or could not be undertaken at reasonable cost;  3.4.4 inability to obtain access to the site to rebuild, repair or reinstate; or  DocuSign Envelope ID: F3F571D4-7676-4E81-8EDF-6A83E308049F 





 






32    3.4.5 war, act of God, government action, strike, lock-out or any other circumstance  beyond the Landlord’s reasonable control,  provided that in respect of paragraphs  3.4.1 and  3.4.2 the Landlord shall use its  reasonable endeavours in order to comply with paragraph  3.1.  3.5 The Landlord shall have no obligations in respect of the reinstatement, repair or  rebuilding of any of the Tenant’s fixtures and fittings or plant and equipment.  4. TENANT’S OBLIGATIONS   The Tenant covenants with the Landlord:  4.1 not to do or bring or keep on the Premises anything which might increase the risk of  damage by any of the Insured Risks;  4.2 not to do anything to cause the insurance effected on the Building or any adjoining or  neighbouring property of the Landlord to become void or voidable or the premium to be  increased;  4.3 to comply with the recommendations or requirements of the insurers of the Premises  and the local fire officer;  4.4 if the Building or any adjoining or neighbouring property of the Landlord is damaged or  destroyed by any risk insured against by the Landlord and the policy of insurance in  respect of it is vitiated, avoided or forfeited or the payment of the policy monies or any  part of them is refused or withheld by reason of any default of the Tenant then and in  every such case to pay to the Landlord on the date when the policy monies would  otherwise have been paid an amount equal to the sum so refused or withheld; and  4.5 not to insure the Premises against any risks which are from time to time insured against  by the Landlord and to hold any monies received from any policy effected in breach of  this paragraph upon trust for the Landlord.  5. CESSER OF RENT  5.1 If the Premises, the remainder of the Building or any part thereof (as the case may be)  is damaged by any of the Insured Risks so as to render the Premises unfit for  occupation and use and/or inaccessible and the insurance effected by the Landlord is  not vitiated, avoided or forfeited or the payment of the insurance proceeds or of any part  of them refused or withheld by reason of any default of the Tenant then the Reduced  Rent or the Principal Yearly Rent (as applicable) or a fair proportion of them according  to the nature and extent of the damage sustained will be suspended until the Premises  (excluding fitting out works and replacement of contents, fixtures and fittings) are again  fit for occupation and use and accessible or, if earlier, until the expiration of such period  in respect of which loss of rent insurance may have been effected.  5.2 Any dispute arising under paragraph  5.1 is to be determined by a single arbitrator in  accordance with the Arbitration Act 1996.  DocuSign Envelope ID: F3F571D4-7676-4E81-8EDF-6A83E308049F 





 






33    5.3 If paragraph  5.1 applies during the Reduced Rent Period then when the Reduced Rent  or the Principal Yearly Rent (as applicable) again becomes payable the Tenant shall be  entitled to the balance of any Reduced Rent Period which it would otherwise have  enjoyed.  6. TERMINATION  6.1 If the Landlord is unable to rebuild or reinstate the Premises, the remainder of the  Building or any part thereof (as the case may be) after loss or damage by any of the  Insured Risks rendering the Premises unfit for occupation and use or inaccessible and  within twelve months of the happening of the loss or damage so notifies the Tenant in  writing the Landlord’s obligation in that respect and this Lease will determine and the  Landlord will be entitled to retain the whole of the insurance moneys without prejudice to  any further right or remedy of the Landlord.  6.2 If after damage or destruction of the Premises, the remainder of the Building or any part  thereof (as the case may be) by any of the Insured Risks the Premises are unfit for  occupation and use or inaccessible at the expiration of the period in respect of which  the Landlord has effected insurance for loss of Principal Yearly Rent pursuant to  paragraph  1.1.2 then at the expiration of such period either party may determine this  Lease by notice in writing to the other and the Landlord’s obligation in that respect and  this Lease will determine and the Landlord will be entitled to retain the whole of the  insurance moneys without prejudice to any further right or remedy of either party,  provided that no such notice may be served after the Premises are rendered fit for  occupation and use and accessible (and any such notice that is served after that date  shall have no effect).  6.3 Within 30 days from the date of determination of this Lease under paragraph  6.1 the  Landlord will refund to the Tenant any Principal Yearly Rent and Reduced Rent which  the Tenant has paid in advance for any period beyond the date of such determination.  7. UNINSURED DAMAGE  7.1 In this paragraph  7, “Uninsured Damage” means damage to or destruction of the whole  or any part of the Premises or the remainder of the Building by any risks expressly  specified in paragraph (a) of the definition of Insured Risks which renders the Premises  unfit for occupation and use or inaccessible and which:  (a) is not insured by reason of withdrawal of cover by the insurer and which is not  otherwise available to be insured on the London insurance market;   (b) is not insured by reason of withdrawal of cover by the Landlord on the grounds  that cover cannot be placed in the London insurance market at reasonably  commercial rates and on reasonably commercial conditions; or  (c) is not insured or fully insured by reason of the operation of policy conditions,  but damage or destruction by one of the Insured Risks does not become Uninsured  Damage by reason only of:  DocuSign Envelope ID: F3F571D4-7676-4E81-8EDF-6A83E308049F 





 






34    (i) normal policy exclusion provisions in relation to a level of policy excess;   (ii) rejection by the insurer of liability or some part of it due to vitiation by  the Tenant; or  (iii) infringement by the Landlord of policy conditions for the maintenance of  cover.    7.2 The provisions of this paragraph apply if there is Uninsured Damage.  7.3 If Uninsured Damage occurs, then the Reduced Rent and the Principal Yearly Rent (as  applicable) or a fair proportion of them according to the nature and extent of the  damage sustained will be suspended until the Premises are again fit for occupation and  use and accessible and paragraph  5.2 is to apply in case of dispute.  7.4 If paragraph  7.3 applies during the Reduced Rent Period then when the Reduced Rent  or the Principal Yearly Rent (as applicable) again becomes payable the Tenant shall be  entitled to the balance of any Reduced Rent Period which it would otherwise have  enjoyed.  7.5 The Landlord may, by serving notice (an “Election Notice”) on the Tenant, elect to  rebuild or reinstate the Building (but shall not thereby become liable for reinstating any  tenant’s fixtures and fittings).  7.6 The Landlord may at any time before it has served an Election Notice decide not to  rebuild or reinstate the Building and may accordingly terminate this Lease by giving  written notice to the Tenant to that effect to expire immediately.  7.7 If the Landlord has not made an election under paragraph 7.5 within twelve months after  the date of damage or destruction of the Building, the Tenant may terminate this Lease  by giving to the Landlord written notice to that effect at any time thereafter to expire  immediately unless the Landlord serves an Election Notice in the meantime.   7.8 If the Landlord serves an Election Notice:  7.8.1 the Landlord shall as soon as reasonably practicable use its reasonable  endeavours to rebuild or reinstate the Building (but not any tenant’s fixtures and  fittings) providing the cost of doing so out of its own resources;   7.8.2 when rebuilding, repairing or reinstating the Premises the Landlord may make  variations to their previous design but so as to provide the Tenant with  accommodation reasonably equivalent to the Premises and the provisions of  this Lease, modified as necessary, shall apply to such accommodation;  7.8.3 the Landlord shall not be obliged to comply with paragraph  7.8.1 if prevented  from doing so by any of the following events:  (i) failure to obtain any consents necessary to enable rebuilding, repair or  reinstatement;  DocuSign Envelope ID: F3F571D4-7676-4E81-8EDF-6A83E308049F 





 






35    (ii) grant of any necessary consents subject to a condition with which it  would be unreasonable in all the circumstances to expect the Landlord  to comply;  (iii) some defect in the site so that rebuilding, repair or reinstatement could  not reasonably be undertaken or could not be undertaken at reasonable  cost;  (iv) inability to obtain access to the site to rebuild, repair or reinstate; or  (v) war, act of God, government action, strike, lock-out or any other  circumstance beyond the Landlord’s reasonable control,  provided that in respect of paragraphs  7.8.3(i) and  7.8.3(ii) the Landlord shall  use its reasonable endeavours to comply with paragraph  7.8.1;  7.8.4 the Landlord shall have no obligations in respect of the reinstatement, repair or  rebuilding of any of the Tenant’s fixtures and fittings or plant and equipment; and  7.8.5 if the damage or destruction has not been made good by the expiration of three  years from the date of the Election Notice so that the whole or a material part of  the Premises remains unfit for occupation and use or inaccessible either the  Landlord or the Tenant may terminate this Lease by giving not less than six  months’ notice to that effect to the other and this Lease will then terminate on  the expiry of such notice unless the Premises are rendered fit for occupation  and use before the expiry of the notice.  7.9 On the expiry of any notice of termination given under this paragraph  7, this Lease will  terminate unless provided otherwise but without affecting any liability arising from a  breach of covenant or condition which has occurred before then.  Any insurance money  received will belong to the Landlord.  7.10 Within 30 days from the date of determination of this Lease under this paragraph  7 the  Landlord will refund to the Tenant any Principal Yearly Rent and Reduced Rent which  the Tenant has paid in advance for any period beyond the date of such determination.  DocuSign Envelope ID: F3F571D4-7676-4E81-8EDF-6A83E308049F 





 






36    Schedule 7  Further provisions  1. LICENCES TO BE OBTAINED  1.1 Any licence, consent or approval required from the Landlord under this Lease is to be  obtained before the act or event to which it applies is carried out or done and is effective  only when given in writing.  1.2 Whether or not it says so expressly any such licence, consent or approval is conditional  on the Tenant obtaining all requisite licences, consents, permissions or approvals from  the relevant government department, local authority or other competent authorities and  from the insurers and any other person interested in the Premises.  2. NO IMPLIED WARRANTY  Nothing contained or implied in this Lease or in any such licence, consent or approval is  to be taken to be a covenant, warranty or representation by the Landlord or its agents  that the Premises can be or are fit to be used for the Permitted Use or any other  purpose or that any alteration or addition or change of use which the Tenant may intend  to carry out will not require the approval of the relevant government department, local  authority or other competent authority or the insurers or any other person interested in  the Premises.  3. NO IMPLIED EASEMENTS  This Lease does not confer upon or include by reason of section 62 of the Law of  Property Act 1925, by implication or otherwise in favour of the Tenant any right,  privilege, estate or interest not expressly set out in this Lease in, through, over or upon  any land or premises adjoining or near to the Premises or the air space over them or the  ground below the foundations of them.  4. ADJOINING PROPERTY  4.1 Nothing contained or implied in this Lease imposes or is to be deemed to impose any  restriction on the use of any other parts of the Building or adjoining or neighbouring  property or give the Tenant the benefit of or the right to enforce or to have enforced or to  prevent the release or modification of any covenant, agreement or condition entered  into in respect of such property or to prevent or restrict its development.  4.2 Nothing contained or implied in this Lease gives or is to be deemed to give the Tenant  the right to accept or receive any compensation or to seek any other remedy or redress  in respect of the development of other parts of the Building or any adjoining or  neighbouring property.  5. INSURANCE PREMIUMS  Whenever any fire or other insurance is effected through the Landlord all sums allowed  by way of commission belong absolutely to the Landlord and the Landlord is not  required to account to the Tenant for them.  DocuSign Envelope ID: F3F571D4-7676-4E81-8EDF-6A83E308049F 





 






37    6. INTEREST RATES  If it ceases to be practicable to determine interest rates by reference to the base rate of  HSBC Bank Plc the Landlord may specify a reasonable alternative.  7. NO WAIVER  No demand for or receipt of rent, no grant of any licence, consent or approval and no  acceptance of any document for registration under this Lease by the Landlord or its  agent with notice of a breach of any covenant on the part of the Tenant is or is to be  deemed to be a waiver, wholly or partially, of any such breach but any such breach shall  be deemed a continuing breach of covenant and neither the Tenant nor any person  taking any estate or interest under or through the Tenant may set up any such demand,  receipt, grant or acceptance in any action for forfeiture or otherwise.  8. NOTICES  Any notice, request, demand or other instrument under this Lease shall be in writing and  may be served either in accordance with section 23 of the Landlord and Tenant Act  1927 or, in the case of service on a person who is for the time being the Tenant or any  guarantor for the Tenant by sending it by first class letter post addressed to that person  at the Premises.  9. UNWANTED PROPERTY  If after the ending of the Term any property remains in the Premises the Landlord may  either in so far as the same is annexed to the Premises treat it as having reverted to the  Landlord or as the agent of the Tenant (and the Landlord is appointed by the Tenant to  act in that behalf) remove, store, and sell such property and then hold the proceeds of  sale after deducting the costs and expenses of removal, storage and sale incurred by it  to the order of the Tenant provided that the Tenant shall indemnify the Landlord against  liability incurred by it to any third party whose property is dealt with by the Landlord.  10. EXCLUSION OF LIABILITY IN RESPECT OF SERVICES  The Landlord will not be liable to the Tenant or any other person for any loss, damage or  inconvenience which may be caused by:  10.1 temporary interruption of services during periods of inspection, maintenance, repair and  renewal;  10.2 breakdown of or defect in any plant and machinery, services or Conduits in the  Premises, the Building or neighbouring or adjoining property subject to the Landlord  having used its reasonable endeavours to repair such plant, machinery or Conduits or to  restore such service (as applicable) as soon as reasonably practicable;  10.3 any failure to perform any obligation in this Lease relating to the provision of services,  unless the Tenant has given the Landlord written notice of the facts giving rise to that  failure and allowed the Landlord a reasonable time to remedy the matter; or  DocuSign Envelope ID: F3F571D4-7676-4E81-8EDF-6A83E308049F 





 






38    10.4 events beyond the reasonable control of the Landlord.  11. ACCIDENTS  The Landlord shall not be responsible to the Tenant or any other occupier of the  Premises or their employees, agents or independent contractors for any:  11.1 accident, happening or injury suffered in the Premises; or  11.2 damage to, or loss of, any goods or property sustained in the Building (whether or not  due to the failure of any security system for which the Landlord is responsible).  12. POWER TO DEAL WITH NEIGHBOURING LAND  12.1 The Landlord may deal as it thinks fit with the Building (other than the Premises) or any  adjoining or neighbouring property (whether belonging to the Landlord or any third  party) and may erect on or alter, or consent to the erection on or alteration of, such  property irrespective of whether or not such erection or alterations diminish the light or  air which may now or at any time during the Term be enjoyed by the Premises.  12.2 Without prejudice to paragraphs  1 and  12 of Schedule 3, any light or air enjoyed by the  Tenant or any person deriving title from the Tenant over any part of the Building or any  other adjoining or neighbouring property owned by the Landlord (or any Group  Company of the Landlord) is for the purposes of section 3 of the Prescription Act 1832  enjoyed by the consent of the Landlord (acting, in the case of any adjoining or  neighbouring property owned by a Group Company of the Landlord, as agent for that  Group Company) unless and until revoked by the Landlord (or that Group Company of  the Landlord).  13. LIMITS ON LANDLORD’S LIABILITY  13.1 The obligations on the Landlord contained or implied in this Lease, to the extent that  they relate to any time after a person has parted with the Landlord’s Interest, will not be  binding on or enforceable against a person after that person has parted with the  Landlord’s Interest.  13.2 To the extent that a person retains liability for such obligations after having parted with  the Landlord’s Interest, the Tenant agrees to release that person from such liability  within four weeks of being notified in writing that such person has parted with the  Landlord’s Interest and the release will have effect from the date of disposal of the  Landlord’s Interest.  13.3 If the Landlord makes a request under section 6 or 7 of the 1995 Act (Release from  covenants on assignment of the reversion), the Tenant agrees not to unreasonably  withhold or delay the release requested.  DocuSign Envelope ID: F3F571D4-7676-4E81-8EDF-6A83E308049F 





 






39    14. INFORMATION RELATING TO THE TENANCY  For the purposes of the Data Protection Act 1998 or otherwise, the Tenant agrees that  information held by the Landlord relating to this tenancy may only be disclosed to third  parties if and to the extent necessary for the management or disposal of the Premises.    DocuSign Envelope ID: F3F571D4-7676-4E81-8EDF-6A83E308049F 





 






40    Schedule 8  Services  Part 1  1. The repair, decoration, maintenance, renewal, rebuilding, cleaning and upkeep of the  structure, floor slabs, main walls, foundations, exterior and roof of the Building.  2. The cleaning, lighting, decoration, repair and maintenance of the Common Parts  including any W.C. and shower facilities intended for common use, emergency and  external lighting, and the external surface of the entrance doors to the premises let or  intended to be let to tenants.  3. The cleaning of the inside and outside of the windows in the Common Parts and the  cleaning of the outside of all other windows in the Building.  4. The repair, maintenance, renewal and replacement of the windows of the Building  including the frames, glass, equipment and fitments relating to them.  5. The repair, maintenance, renewal and replacement of all Conduits in or about the  Building other than those which are the responsibility of the Tenant or any other tenant  or occupier of the Building.  6. The provision of hot water to the hot water taps in the Building and the provision during  the Service Hours of such heating and air conditioning as may be appropriate in the  prevailing climatic conditions.  7. The repair, maintenance, renewal, replacement and testing of the boilers and of all plant  and equipment for or in connection with the supply of heating, air conditioning and hot  and cold water to the Building.  8. The repair, maintenance, renewal and replacement of all lifts and of all plant and  equipment for or in connection with the working and operation of all lifts in the Building.  9. The repair, maintenance, renewal and replacement of the blinds for the skylights within  the Building and the systems controlling such blinds.  10. The inspection, repair, maintenance, cleaning, tidying, lighting, clearing snow,  resurfacing, removal and replacement of the roads on the Building.  11. The repair, maintenance, renewal and replacement of any building management  systems serving, operating and controlling plant, machinery, equipment and facilities at  the Building.  12. The payment of rates, utilities (including meter rents), taxes or other outgoings in  respect of the Common Parts.  13. The provision, repair, maintenance, renewal and improvement of fire alarm systems  throughout the Building and fire extinguishing equipment throughout the Common Parts.  DocuSign Envelope ID: F3F571D4-7676-4E81-8EDF-6A83E308049F 





 






41    14. The carrying out in accordance with the directions of the insurers such works to any part  of the Building as may be recommended or required by them.  15. The compliance with the requirements of any Statutes whether now in existence or  hereafter to be made in respect of the Building or the user thereof.  16. The employment of a property manager, concierge, porter, caretaker, reception staff,  security staff, cleaning staff, gardener or other staff for the maintenance and upkeep of  and the provision of services in the Building.  17. The provision, repair, maintenance, renewal and replacement of all architectural and  feature lighting within the Common Parts.  Part 2  1. The provision of uniforms, overalls and protective clothing required in connection with  their duties for employees or other staff referred to paragraph 16 of Part 1 above.  2. The provision of arrangements for the safety and security of the Building including the  installation, repair, maintenance, renewal and replacement of a video entry phone  system and door entry system and the cost of pest control services.  3. The provision, maintenance, renewal and replacement of planting in the Common Parts.  4. The carpeting and furnishing of the Common Parts.  5. The provision, repair, maintenance, renewal and improvement of any public address  systems and sprinkler equipment through the Building.  6. The provision, repair, maintenance, renewal and replacement of all public art within the  Building.  7. The provision, maintenance, renewal and replacement of all exterior planting, furniture  and lighting within the Building.  8. The installation of separate energy supplies to part or parts of the Building and/or  installation of sub-meters or separate meters to record energy supplied to a particular  part or parts of the Building.    DocuSign Envelope ID: F3F571D4-7676-4E81-8EDF-6A83E308049F 





 






    Schedule 9  Guarantor  1. GUARANTEE  If the Tenant fails to comply with any of the covenants on the part of the Tenant and the  conditions, provisions, agreements and declarations contained in this Lease, the  Guarantor guarantees that it shall, on demand by the Landlord, immediately perform  and discharge the obligations of the Tenant under them.   2. CONTINUING GUARANTEE  The guarantee set out in paragraph  1 is a continuing guarantee and is additional to, and  not in substitution for, any other security or guarantee which is or may be held by the  Landlord from time to time in respect of the obligations of the Tenant under this Lease.   3. FORBEARANCE AND DELAY  The Guarantor’s liability under paragraph  1 shall not be affected by any concession  time, indulgence or release granted by the Landlord to the Tenant or by any other  dealing or variation of this Lease, subject to section 18 of the 1995 Act, or anything else,  whether relating to the Tenant, any co-guarantor or any other person, which would, but  for this paragraph  3, operate to discharge or reduce that liability.   4. PRIMARY OBLIGATION  If anything, including any legal limitation, disability, liquidation or other incapacity on the  part of the Tenant or any disclaimer by a liquidator or trustees in bankruptcy, causes any  of the Tenant’s obligations under this Lease and/or the guarantee set out in paragraph  1  to be or become invalid or unenforceable, the Guarantor shall perform and discharge all  of the Tenant’s obligations under this Lease as if they were the primary obligations of  the Guarantor.   5. INDEMNITY  The Guarantor shall indemnify and keep indemnified the Landlord against all losses,  liabilities, costs and expenses resulting from the failure of the Tenant to observe any of  the covenants on the part of the Tenant and the conditions, provisions, agreements and  declarations contained in this Lease.   6. SET OFF AND COUNTERCLAIMS  The Guarantor shall make any payments due from it under this Schedule in full, without  any deduction or withholding in respect of any claim, whether by way of set-off,  counterclaim or otherwise, asserted from time to time by the Tenant or the Guarantor  against the Landlord under this Lease or in respect of anything else.   DocuSign Envelope ID: F3F571D4-7676-4E81-8EDF-6A83E308049F 





 






43    7. RIGHTS AGAINST THE TENANT  The Guarantor shall not exercise any rights which it may have against the Tenant  arising from or otherwise relating to its guarantee under paragraph  1 or its other  obligations under this Schedule unless and until all of the obligations of the Tenant and  the Guarantor under this Lease have been performed and discharged.   8. ENFORCEMENT OF THE GUARANTEE  The Landlord may claim under the guarantee set out in paragraph  1 without first making  demand of the Tenant or taking any action to claim under or enforce the Tenant’s  obligations under this Lease or any other right, security or other guarantee which it may  hold from time to time in respect of the Tenant’s obligations under this Lease.   9. TO ACCEPT A NEW LEASE  9.1 In this paragraph  9, the following expressions mean:   “Event of Default” means forfeiture of this Lease; the disclaimer of this Lease by either  a trustee in bankruptcy of the Tenant, if the Tenant is an individual or a liquidator of the  Tenant, if the Tenant is a company; the disclaimer of this Lease by the Crown, if the  Lease becomes bona vacantia; or the striking off of the Tenant from the Register of  Companies;  “Landlord’s Notice” means a notice in writing requiring the Guarantor to take a New  Lease served by the Landlord on the Guarantor within three months of an Event of  Default coming to the Landlord’s knowledge; and  “New Lease” means a lease of the Premises for a term commencing on the date of the  Event of Default, expiring on the date the Contractual Term would have expired had  there been no Event of Default, reserving rents equivalent to the rents reserved by this  Lease and upon the same terms as this Lease.  9.2 If, following an Event of Default the Landlord serves a Landlord’s Notice, the Guarantor  shall accept a New Lease, execute a counterpart of the New Lease and pay the  Landlord’s solicitors’ costs and disbursements of and incidental to the grant of the New  Lease.   10. UNCONDITIONAL GUARANTEE  The Guarantor’s obligations under this Schedule, including its guarantees under  paragraph  1, are unconditional and irrevocable.   11. NO ASSIGNMENT OF BENEFIT NECESSARY  The benefit of the Guarantor’s obligations under this Schedule, including its guarantee  under paragraph  1, shall pass to the Landlord’s successors in title to this Lease without  the need for any assignment of the same.   DocuSign Envelope ID: F3F571D4-7676-4E81-8EDF-6A83E308049F 





 






44    12. DURATION OF GUARANTEE   The guarantee in this Schedule 9 shall remain in full force and effect until the earlier of:  12.1 the determination of the Term; or   12.2 the date upon which the Tenant is released from liability under this Lease by virtue of  section 11(2) of the 1995 Act,    but without prejudice to any accrued right of action or remedy of the Landlord.   13. GENERAL  If so required by the Landlord, the Guarantor will join in any instrument made under or  collateral to this Lease for the purpose of acknowledging it is bound by it and that the  obligations in this Lease extend to it.  DocuSign Envelope ID: F3F571D4-7676-4E81-8EDF-6A83E308049F 





 






45      Executed as a deed by WEST LONDON &  SUBURBAN PROPERTIES LIMITED acting  by a director and   its secretary or by two directors:       .......................................................  Director  .......................................................  Director/Secretary               567662969 DocuSign Envelope ID: F3F571D4-7676-4E81-8EDF-6A83E308049F 1066 





 






    Appendix  Inventory Items  DocuSign Envelope ID: F3F571D4-7676-4E81-8EDF-6A83E308049F 





 






Address: 19 Fitzroy Street London W1T 4BQ Reception, 1st Floor Location Line Item Description FINISH IMAGES QTY Open Plan  Entrance 1 Benchmark Waney edged Victoria co-working table Light Oak table top &  Dark grey legs, 4 x power  / data modules 1 Open plan  entrance 2 Benchmark OVO chairs Oak with leather seat 8 Open plan  entrance 3 &Tradition Boomerang HM1 chair Oiled walnut with Dedar  Karakorum upholstery 2 Open Plan  Entrance 4 Gubi pedrera coffee table Brass base, glass top 1 FIRST Meeting room 1 5 Vintage pendant Mid-century French,  brass and glass 1 Meeting room 1 6 Benchmark Victoria meeting table Oak with grey frame,  3400 x 1200 x 750 mm 1 Meeting room 1 7 Benchmark OVO chairs Oak with leather seat 8 FURNITURE INVENTORY GROUND FLOOR LEGAL.210820152.2/SFRA Sheet1 Page 1  12.04.21 DocuSign Envelope ID: F3F571D4-7676-4E81-8EDF-6A83E308049F 





 






Breakout seating  area at top of  stairs 8 &Tradition Lato side tables Warm black and  emparador marble 2 Area outside  meeting room 1 9 Menu snaregard rectangular table black oak veneer and  black base 1 Area outside  meeting room 1 10 Moulin chairs  Black frame, upolstered  seat and back in Kvadrat  Hallingdal 4 Reception lounge  area 11 Massproductions Dandy 4-seater sofa w. 2 x orange  velvet cushions Upholstered in Bute tiree  with walnut legs 1 Reception lounge  area 12 Paprika lovett chairs Upholstered in velvet 2 Reception lounge  area 13 Tisbury Coffee table Brown marble 1 Reception lounge  area 14 Bellevue floor lamp black and gold 1 Reception lounge  area 15 Bespoke rug Dark brown No image available 1 LEGAL.210820152.2/SFRA Sheet1 Page 2  12.04.21 DocuSign Envelope ID: F3F571D4-7676-4E81-8EDF-6A83E308049F 





 






Kitchen 16 Benchmark OVO stools Oak with leather seat 4 Workbench 17 Engelbrechts of Denmark Kevi stool Brandy leather 11 Phone booth 18 Engelbrechts of Denmark Kevi stool Brandy leather 1 Meeting room 2 19 Benchmark Victoria meeting table oak with dark grey  stained legs, power and  data 1 Meeting room 2 20 Benchmark OVO chairs  Oak frame with leather  seat pad 6 Open Plan Office 21 Benchmark Victoria worktables 3800 x 1500 x 750 mm  oak with stained oak legs,  power and data 6 Open Plan Office 22 Vitra Allstar task chair Upholstered in hopsak 36 Open Plan Office 23 Tempio task light Antique brass 12 LEGAL.210820152.2/SFRA Sheet1 Page 3  12.04.21 DocuSign Envelope ID: F3F571D4-7676-4E81-8EDF-6A83E308049F 





 






Open Plan Office 24 Bisley freestanding storage 2 x drawer unit 6 Open Plan Office 25 Freestanding storage 2 x door cupboard 6 Open Plan Office 26 Menu snaregade oval breakout table black stained oak and  black base 1 Open Plan Office 27 Arflex elettra breakout chairs Black frame, upolstered  seat and back in Kvadrat  Hallingdal 6 Ground and First  floors 28 &Tradition collect planters in silver grey H650 X 550 dia mm x 4  planters, H450 X 600 dia  mm x 5 planters 9 Ground and First  floors 29 Plants  2 x Ficus Amstel King  170cm h, 3 x Kentia Palm  175cm h, 2 x  Philodendron Xanadu  120cm h, 2 x Monstera  deliciosa 150cm h 9 Ground 30 Artwork Bjarne Troelstrup framed  prints 2 First floor,  meeting room 1 31 Artwork Nathalie Guinamard  collage 1 LEGAL.210820152.2/SFRA Sheet1 Page 4  12.04.21 DocuSign Envelope ID: F3F571D4-7676-4E81-8EDF-6A83E308049F 





 






First floor,  meeting room 2 32 Artwork Nathalie Guinamard  collage 1 First floor, open  plan 33 Artwork Framed Hein Studio  prints 2 Kitchen 34 Mugs No image available 48 Kitchen 35 Water Glasses No image available 48 Duly authorised to sign on behalf of: Signed: Date: LEGAL.210820152.2/SFRA Sheet1 Page 5  12.04.21 DocuSign Envelope ID: F3F571D4-7676-4E81-8EDF-6A83E308049F