londonoriglease.htm


    
      Exhibit 10.26

       

      
        	
              
	 
      
	 
      	
                Dated August
      25, 2009

              	 
      
	 
      	 
      	 
      
	 
      	
                (1) WELLS
      FARGO & COMPANY

                 

                (2) COSTAR
      UK LIMITED

                 

              	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                AGREEMENT
      FOR LEASE

                of

                Part
      Fifth Floor  40 Portman Square  London
    W1

              	 
      
	 
      	 
      	 
      


      

       

       

    

     

     

    CMS
Cameron McKenna LLP

    Mitre
House

    160
Aldersgate Street

    London
EC1A 4DD
 


    T
+44(0)20 7367 3000

    F
+44(0)20 7367 2000
 
 
 


    
    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    


     

     

    Table
of Contents

     

    
      	
              1.

            	
              Definitions

            	
               

            


    

     

    
      	
              2.

            	
              General
      provisions

            	
               

            


    

     

    
      	
              3.

            	
              Standard
      Conditions

            	
               

            


    

     

    
      	
              4.

            	
              Conditions
      Precedent

            	
               

            


    

     

    
      	
              5.

            	
              The Tenant’s
      Works

            	
               

            


    

     

    
      	
              6.

            	
              Measurement

            	
               

            


    

     

    
      	
              7.

            	
              Title

            	
               

            


    

     

    
      	
              8.

            	
              Matters subject to which the
      Premises are let

            	
               

            


    

     

    
      	
              9.

            	
              The Lease

            	
            


    

     

    
      	
              10.

            	
              Alienation

            	
            


    

     

    
      	
              11.

            	
              Acknowledgment and
      interest

            	
            


    

     

    
      	
              12.

            	
              Termination

            	
            


    

     

    
      	
              13.

            	
              Indemnity

            	
            


    

     

    
      	
              14.

            	
              VAT

            	
            


    

     

    
      	
              15.

            	
              Confidentiality

            	
            


    

     

    
      	
              16.

            	
              Jurisdiction

            	
            


    

     

    
      	
              17.

            	
              Costs

            	
               

            


    

     

    
      	
              18.

            	
              Third party
      rights

            	
            


    

     

    
      	
              19.

            	
              Registration of Agreement at HM
      Land Registry

            	
               

            


    

     

    
      	
              20.

            	
              Exclusion of sections 24 - 28 of
      the 1954 Act

            	
               

            


    

     

     

    
      	
               
      

            	
              Schedule  Standard
      Conditions[

            


    

     

     

    
      	
               
      

            	
              Appendix
      1  Division Works

            


    

     

     

    
      	
               
      

            	
              Appendix
      2  Lease

            


    

     

     

    
      	
               
      

            	
              Appendix
      3  Rent Deposit Deed

            


    

     

     

    
      	
               
      

            	
              Appendix
      4  Tenant’s Works[

            


    

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    


     

    THIS AGREEMENT is
made                                                                                            August
25, 2009

     

    BETWEEN:

     

    
      	
              (1)

            	
              WELLS FARGO & COMPANY
      a corporation duly incorporated and registered in the state of
      Delaware USA whose address for service in the UK is at 1 Plantation Place
      30 Fenchurch Street London EC3M 3BD (the “Landlord”)
      and

            


    

     

    
      	
              (2)

            	
              COSTAR UK LIMITED
      (registered number 01789170) having its registered office at York
      House  12 York Street  Manchester  M2 3BB
      (the “Tenant”)

            


    

     

    IT IS AGREED as
follows:

     

     

    
      	
              1.  

            	
              Definitions

            


    

     

    
      	
              1.1  

            	
              In
      this agreement unless the context otherwise requires the following
      expressions have the following
meanings:

            


    

     

     “1954 Act”:  the
Landlord and Tenant Act 1954

     

     “Access Date”: the later of
the date of this agreement and the date on which the Superior Lessor confirms in
writing that the Tenant may have access to the Premises for the purpose of
carrying out the Tenant’s Works (it being acknowledged by the parties that the
Superior Lessor is not obliged to so confirm prior to grant of the
Lease)

     

     “Area”: the net internal area
of the Premises or the Shared Areas (as the case may be) measured in accordance
with the Code and expressed in square feet as agreed or determined in accordance
with clause 6

     

     “Code”: the RICS Code of
Measuring Practice 6th
edition (2007) published by the Royal Institution of Chartered
Surveyors

     

     “Competent
Authority”:  any local authority or any other body exercising
powers under statute or by Royal Charter or any utility service or supply
company

     

     “Completion Date”: the date
for completion of the Lease in accordance with clause 9.1

     

     “Compliance
Date”:  the date on which the Conditions Precedent are wholly
fulfilled

     

     “Conditions
Precedent”:

     

    
      	
              (a)  

            	
              the
      grant of the Licence to Underlet;
and

            


    

     

    
      	
              (b)  

            	
              the
      grant of the consent in principle of the Superior Lessor (so far as
      necessary) to the carrying out of the Tenant’s
  Works

            


    

     

     “Consultant”:  the  architect
or surveyor or other suitably qualified person appointed by the Tenant in
connection with the carrying out of the Tenant’s Works

     

     “Cut Off Date”:  the
date six months from and including the date of this agreement or such later date
as is provided for in clause 4.2 (time being of the essence in any
event)

     

     “Date of Works Completion”:  the date which
the Consultant certifies as being the date on which practical completion of the
Division Works was achieved for the purposes of this agreement

     

     “Division
Works”:  the elements of the Tenant’s Works set out in
Appendix 1 to
this agreement

     

     “Landlord’s Solicitors”:  CMS
Cameron McKenna LLP of Mitre House  160 Aldersgate
Street  London EC1A 4DD (reference CLJ/NMH/044105.00509)

     

     “Lease”:  a
subunderlease in the form of the draft annexed in Appendix 2 to this
agreement

     

     “Licence for
Alterations”:  a licence in such form as the Superior Lessor
may properly require relating to such of the Tenant’s Works as properly require
the Superior Lessor’s consent

     

     “Licence to
Underlet”:  a licence to underlet or other deed permitting the
grant of the Lease by the Landlord in such form as the Superior Lessor may
properly require

     

     “Measurement Surveyor”:
Plowman Craven or if they are unwilling to act or become incapable of acting for
any reason or fail to act with reasonable expedition another surveyor or firm of
surveyors agreed between the Landlord and the Tenant or in default of agreement
appointed by or on behalf of the President for the time being of the Royal
Institution of Chartered Surveyors

     

     “Order”:  the
Regulatory Reform (Business Tenancies) (England and Wales) Order
2003

     

     “Planning Acts”:  the
Town and Country Planning Act 1990 the Planning (Listed Buildings and
Conservation Areas) Act 1990 the Planning (Hazardous Substances) Act 1990 the
Planning (Consequential Provisions) Act 1990 the Planning and Compensation Act
1991 and the Planning and Compulsory Purchase Act 2004

     

     “Premises”:  the
office premises being part of the Fifth Floor  40 Portman
Square  London W1 more particularly described in the
Lease

     

     “Registered
Title”:  the title numbered NGL903755 at HM Land
Registry

     

     “Rent Deposit Deed”: a rent
deposit deed in the form of the draft annexed in Appendix 3 to this
Agreement

     

     “Shared Areas”:  has
the meaning given in the Lease

     

     “Standard
Conditions”:  the Standard Commercial Property Conditions of
Sale (First Edition)

     

     “Superior Lease”:  a
lease dated 20 March 2009 made between (1) Standard Life Investment Funds
Limited (2) European Credit Management Limited and (3) Wells Fargo &
Company

     

     “Superior
Lessor”:  the person from time to time entitled to any
reversion immediately or mediately expectant on the determination of the term
granted by the Superior Lease

     

     “Tenant’s Consents”:  such
permissions licences and approvals under the Planning Acts the building
regulations and under any other statute bye-law or regulation of any Competent
Authority and under the covenants contained or referred to in the Lease as are
necessary to carry out the Tenant’s Works

     

     “Tenant’s
Solicitors”:  Gibson Dunn & Crutcher LLP of Telephone
House  2-4 Temple Avenue  London  EC4Y 0HB
(reference AAS/CJB/19486.00028)

     

     “Tenant’s Works”:  the works
to be carried out and completed by the Tenant on the Premises in accordance with
clause 5 which are
listed in Appendix 4 to this agreement

     

     “VAT”:  Value Added
Tax and any tax or duty of a similar nature substituted for or in addition to
it

     

    
      	
              1.2  

            	
              The
      definitions in the Standard Conditions also apply in this
      agreement

            


    

     

     

    
      	
              2.  

            	
              General
      provisions

            


    

     

    
      	
              2.1  

            	
              In
      this agreement unless the context otherwise requires references to clauses
      and schedules are to clauses of and schedules to this
      agreement

            


    

     

    
      	
              2.2  

            	
              The
      headings to clauses and other parts of this agreement do not affect its
      construction

            


    

     

    
      	
              2.3  

            	
              This
      agreement contains the whole agreement between the parties relating to the
      matters herein mentioned and supersedes previous agreements between them
      (if any) relating thereto

            


    

     

    
      	
              2.4  

            	
              This
      agreement may only be varied in writing signed by or on behalf of the
      parties

            


    

     

    
      	
              2.5  

            	
              The
      Tenant acknowledges that it has not entered into this agreement in
      reliance upon representations made by or on behalf of the Landlord other
      than in respect of such reliance as may be placed upon the Landlord’s
      Solicitors’ written replies to the Tenant’s Solicitors’ preliminary
      enquiries

            


    

     

    
      	
              2.6  

            	
              Nothing
      in this agreement is to be read or construed as excluding any liability or
      remedy resulting from fraudulent
  misrepresentation

            


    

     

    
      	
              2.7  

            	
              All
      money payable by the Tenant under this agreement will be paid by direct
      credit transfer for the credit of the Landlord’s Solicitors’ clients’
      account or for the credit of any other bank account specified in writing
      by the Landlord’s Solicitors

            


    

     

    
      	
              2.8  

            	
              No
      right power or remedy provided by law or under this agreement will be
      waived impaired or precluded by:

            


    

     

    
      	
              2.8.1  

            	
              any
      delay or omission to exercise it or

            


    

     

    
      	
              2.8.2  

            	
              any
      single or partial exercise of it on an earlier occasion
  or

            


    

     

    
      	
              2.8.3  

            	
              any
      delay or omission to exercise or single or partial exercise of any other
      such right power or remedy

            


    

     

    
      	
              2.9  

            	
              Each
      of the provisions of this agreement is severable and if any such provision
      is or becomes illegal invalid or unenforceable in any respect under the
      law of any jurisdiction that fact will not affect or impair the legality
      validity or enforceability in that jurisdiction of the other provisions of
      this agreement or of that or any provision of this agreement in any other
      jurisdiction

            


    

     

     

    
      	
              3.  

            	
              Standard
      Conditions

            


    

     

    This
agreement incorporates the Standard Conditions as varied by the schedule and so
far as they apply to a letting and are not varied by or inconsistent with the
other provisions of this agreement (which will prevail in case of
conflict)

     

     

    
      	
              4.  

            	
              Conditions
      Precedent

            


    

     

    
      	
              4.1  

            	
              The
      grant of the Lease is conditional on the Conditions Precedent being wholly
      fulfilled

            


    

     

    
      	
              4.2  

            	
              The
      parties will apply for and use all reasonable endeavours to procure that
      the Conditions Precedent are wholly fulfilled PROVIDED
  THAT

            


    

     

    
      	
              4.2.1  

            	
              the
      Landlord will not be obliged to institute court proceedings against the
      Superior Lessor in respect of any consent needed from the Superior Lessor
      at any time prior to the date four months from and including the date of
      this agreement unless the Landlord (in its absolute discretion) considers
      such proceedings appropriate

            


    

     

    
      	
              4.2.2  

            	
              if
      prior to or after the date four months from and including the date of this
      agreement leading counsel experienced in the field of landlord and tenant
      litigation and instructed by either the Landlord or the Tenant has advised
      in writing that there is at least a 50% prospect of success then the
      Landlord will institute and pursue such court proceedings in a court of
      first instance (but with no obligation to appeal) and the Cut Off Date
      will be postponed until the date ten working days after the final
      determination of such proceedings

            


    

     

    
      	
              4.2.3  

            	
              the
      costs of instituting and pursuing the court proceedings referred to in
      clause 4.2.2 (after deducting any award or payment of costs received by
      the Landlord from the Superior Lessor as a result of such proceedings)
      shall be shared equally by the Landlord and
  Tenant

            


    

     

    
      	
              4.2.4  

            	
              the
      costs incurred in obtaining the grant of the Licence to Underlet (other
      than any incurred pursuant to clause 4.2.3) shall be met solely by the
      Landlord

            


    

     

    


     

    
      	
              4.3  

            	
              Without
      prejudice to clause 4.2 the Tenant will give all reasonable assistance and
      provide such references and accounts and information as may be reasonably
      required by the Superior Lessor

            


    

     

    
      	
              4.4  

            	
              If
      so required by the Landlord and/or the Superior Lessor the Tenant
      will:

            


    

     

    
      	
              4.4.1  

            	
              execute
      the Licence to Underlet and/or the Licence for Alterations as soon as they
      are in agreed form

            


    

     

    
      	
              4.4.2  

            	
              comply
      with all requirements which the Superior Lessor is entitled by the terms
      of the Superior Lease to impose on a prospective undertenant of the
      Premises (or any guarantor for such undertenant) as a condition of the
      Superior Lessor’s granting consent to any
  underletting

            


    

     

    
      	
              4.4.3  

            	
              provide
      the Landlord’s Solicitors with such number of complete sets of all plans
      drawings and other documents referred to in the Licence for Alterations as
      the Landlord or the Superior Lessor may reasonably
  require

            


    

     

    
      	
              4.5  

            	
              Any
      obligation undertaken by the Tenant to execute the Licence to Underlet
      and/or the Licence for Alterations or other deed containing a covenant
      with the Superior Lessor includes an obligation to ensure that there is no
      delay in the approval of a draft of such deed and that the duly executed
      engrossment thereof is returned unconditionally to the Landlord’s
      Solicitors within five working days from its receipt by the Tenant’s
      Solicitors

            


    

     

    
      	
              4.6  

            	
              Without
      prejudice to clauses 4.2 the Tenant will provide such information as may
      be properly required by the Superior Lessor relating to the Tenant’s Works
      and the Tenant will give such covenants relating to the Tenant’s Works
      (including their carrying out and subsequent reinstatement) as the
      Superior Lessor may properly
require

            


    

     

    
      	
              4.7  

            	
              The
      Landlord will continue to use reasonable endeavours and provide such
      reasonable assistance following the Compliance Date to procure that there
      is no delay in the approval of the Licence for Alterations and that the
      duly executed engrossment thereof is returned unconditionally to the
      Superior Lessor’s solicitors within five working days from its receipt by
      the Landlord's Solicitors

            


    

     

     

    
      	
              5.  

            	
              The Tenant’s
  Works

            


    

     

    
      	
              5.1  

            	
              The
      Tenant will at its expense apply for and use all reasonable endeavours to
      obtain the Tenant’s Consents as soon as
  practicable

            


    

     

    
      	
              5.2  

            	
              Notwithstanding
      any requirement for the consent of the Superior Lessor the Landlord hereby
      confirms its consent pursuant to the terms of the Lease to the carrying
      out of the Tenant's Works in the manner provided for in this agreement and
      acknowledges that no further or other consent shall be required from the
      Landlord under the Lease (or otherwise) for the carrying out of the
      Tenant's Works

            


    

     

    
      	
              5.3  

            	
              From
      the Access Date the Tenant shall have licence and authority to enter upon
      the Premises for the purpose only of carrying out the Tenant’s Works but
      the Tenant shall not carry out any of the Tenant’s Works which are
      properly required to be the subject of the Licence for Alterations until
      after the Compliance Date

            


    

     

    
      	
              5.4  

            	
              The
      Tenant shall at its expense (subject to clause 9.5.3) and risk carry out
      the Tenant’s Works:-

            


    

     

    
      	
              5.4.1  

            	
              in
      a good and workmanlike manner using good and sufficient materials and in
      compliance with all the provisions of the Lease (so far as applicable to
      entry on licence) and the Licence for Alterations so far as applicable to
      the Tenant’s Works

            


    

     

    
      	
              5.4.2  

            	
              employing
      a building contractor approved by the Landlord (such approval not to be
      unreasonably withheld or delayed) if other than Skansen, ISG and/or
      Como

            


    

     

    
      	
              5.4.3  

            	
              in
      compliance with the Tenant’s Consents and with any reasonable requirements
      of the Superior Lessor in relation to access to the
    Premises

            


    

     

    
      	
              5.4.4  

            	
              so
      that the Division Works are completed within twelve weeks after the Access
      Date

            


    

     

     

    
      	
              6.  

            	
              Measurement

            


    

     

    
      	
              6.1  

            	
              The
      Landlord and the Tenant shall use reasonable endeavours to agree the Area
      of the Premises and the Shared Areas as soon as reasonably practicable
      after the Date of Works Completion

            


    

     

    
      	
              6.2  

            	
              If
      the Landlord and the Tenant in the opinion of either of them shall be
      unable to agree the Area of the Premises and the Shared Areas (whether or
      not an attempt to reach agreement shall have been made) then it shall be
      determined at the request of either of them (made not earlier than the
      Date of Works Completion) by the Measurement Surveyor who shall act as an
      expert

            


    

     

    
      	
              6.3  

            	
              The
      Measurement Surveyor shall:-

            


    

     

    
      	
              6.3.1  

            	
              give
      notice to the Landlord and the Tenant inviting each of them to submit to
      him within such time as he shall stipulate a proposal as to the Area of
      the Premises and the Shared Areas which may be supported by the submission
      of reasons and/or a professional
report

            


    

     

    
      	
              6.3.2  

            	
              afford
      to each party an opportunity to make counter-submissions in respect of any
      such submission or report

            


    

     

    
      	
              6.3.3  

            	
              give
      notice to the Landlord and the Tenant of his decision as to the Area of
      the Premises and the Shared Areas as soon as
  possible

            


    

     

    
      	
              6.4  

            	
              The
      fees of the Measurement Surveyor shall be borne and paid by the parties in
      such shares and in such manner as he shall decide or failing such decision
      in equal shares

            


    

     

    
      	
              6.5  

            	
              The
      Landlord shall provide a Land Registry compliant plan of the Premises for
      use in the Lease as soon as reasonably practicable after the Date of Works
      Completion (but if the Landlord fails to do so the Tenant may do so at the
      Landlord’s cost)

            


    

     

     

    
      	
              7.  

            	
              Title

            


    

     

    
      	
              7.1  

            	
              Title
      to the Premises having been deduced the Tenant will raise no
      requisition

            


    

     

    
      	
              7.2  

            	
              The
      Tenant’s Solicitors having been supplied with official copies of the
      registers and title plan of the Registered Title and a copy of the
      Superior Lease on or before the signing hereof the Tenant will be deemed
      to take the Lease with full knowledge of the terms and contents of and of
      any matter referred to in or deriving from them and will raise no
      requisition on them

            


    

     

     

    
      	
              8.  

            	
              Matters
      subject to which the Premises are
let

            


    

     

    
      	
              8.1  

            	
              The
      Premises are let subject to the matters contained or referred to in the
      Lease

            


    

     

    
      	
              8.2  

            	
              The
      Premises are also let subject to:

            


    

     

    
      	
              8.2.1  

            	
              all
      matters registrable by any Competent Authority pursuant to
      statute

            


    

     

    
      	
              8.2.2  

            	
              all
      requirements notices orders or proposals (whether or not subject to
      confirmation) of any Competent
Authority

            


    

     

    
      	
              8.2.3  

            	
              all
      matters disclosed or reasonably to be expected to be disclosed by searches
      or as the result of enquiries formal or informal and whether made in
      person by writing or orally by or for the Tenant or which a prudent tenant
      ought to make

            


    

     

    
      	
              8.2.4  

            	
              all
      notices served by the owner or occupier of any adjoining or neighbouring
      property

            


    

     

     

    
      	
              9.  

            	
              The
      Lease

            


    

     

    
      	
              9.1  

            	
              The
      Landlord will grant or procure the grant of and the Tenant will accept the
      Lease within ten working days from and including the latest
      of:-

            


    

     

    
      	
              9.1.1  

            	
              the
      Date of Works Completion

            


    

     

    
      	
              9.1.2  

            	
              the
      date on which the Area of the Premises and the Shared Areas is agreed or
      determined

            


    

     

    
      	
              9.1.3  

            	
              the
      Compliance Date

            


    

     

    
      	
              9.1.4  

            	
              the
      date on which the cost of the Division Works is agreed or
      determined

            


    

     

    
      	
              9.1.5  

            	
              the
      date on which a Land Registry compliant plan of the Premises is
      available

            


    

     

    
      	
              9.2  

            	
              In
      the Lease:-

            


    

     

    
      	
              9.2.1  

            	
              the
      Term Commencement Date (as defined in the Lease) will be the earlier of
      the Access Date and the Completion
Date

            


    

     

    
      	
              9.2.2  

            	
              the
      Yearly Rent (as defined in the Lease) will be the product of multiplying
      the Area of the Premises by £60

            


    

     

    
      	
              9.2.3  

            	
              the
      Initial Service Charge Cap (as defined in the Lease) will be the product
      of multiplying the Area of the Premises by
£10

            


    

     

    
      	
              9.2.4  

            	
              the
      Tenant’s Proportion (as defined in the Lease) will be the percentage
      calculated by the formula:

            


    

     

    
    

     

    where
“Area of the Shared Areas” in this clause 9.2.4 means the area (expressed in
square feet) of the Shared Areas which represent the equivalent proportion in
percentage terms as the Area of the Premises divided by 14,820

     

    
      	
              9.2.5  

            	
              the
      Rent Commencement Date (as defined in the Lease) will be the date eight
      months from and including the Term Commencement Date (as defined in the
      Lease)

            


    

     

    
      	
              9.2.6  

            	
              the
      Area of the Premises will be inserted in paragraph 1.2.7 of schedule
      4

            


    

     

    
      	
              9.3  

            	
              The
      Tenant will on the Completion Date pay to the Landlord any rents reserved
      by or money payable and then due under the Lease calculated from and
      including the Term Commencement Date (as defined in the
    Lease)

            


    

     

    
      	
              9.4  

            	
              Engrossments
      of the Lease and the Licence for Alterations and their respective
      counterparts will be prepared or provided by the Landlord’s Solicitors and
      within ten working days of being called upon to do
  so:

            


    

     

    
      	
              9.4.1  

            	
              the
      Tenant will provide the Landlord’s Solicitors with three complete sets of
      all plans drawings and other documents referred to in the Licence for
      Alterations

            


    

     

    
      	
              9.4.2  

            	
              the
      Tenant will execute the counterparts and return them unconditionally to
      the Landlord’s Solicitors

            


    

     

    
      	
              9.5  

            	
              On
      actual completion of the Lease the Landlord will pay the
      Tenant:-

            


    

     

    
      	
              9.5.1  

            	
              a
      carpeting allowance calculated at the rate of £2.32 for every one square
      foot of the Area of the Premises

            


    

     

    
      	
              9.5.2  

            	
              a
      floor box allowance calculated at the rate of £6.97 for every ten square
      feet of the Area of the Premises

            


    

     

    
      	
              9.5.3  

            	
              the
      reasonable and proper cost of the Division Works which shall be agreed
      between the Landlord and the Tenant (both parties acting reasonably) or in
      default of agreement determined by a quantity surveyor agreed between the
      Landlord and the Tenant or in default of agreement appointed by or on
      behalf of the President for the time being of the Royal Institution of
      Chartered Surveyors who shall act as an
expert

            


    

     

    
      	
              9.6  

            	
              On
      and as a condition of actual completion of the Lease the Landlord and the
      Tenant will enter into the Rent Deposit Deed and the Tenant will pay to
      the Landlord's Solicitors the moneys due
  thereunder

            


    

     

    
      	
              9.7  

            	
              Within
      one month of the date of the Lease the Tenant will apply to HM Land
      Registry for the first registration of the Lease and within ten days of
      the completion of the registration will send an official copy of the title
      to the Landlord

            


    

     

    
      	
              9.8  

            	
              On
      and as a condition of actual completion of the Lease the Landlord will
      provide the Tenant with an opinion letter in relation to the Landlord in
      the form set out in Appendix   to this
      agreement

            


    

     

     

    
      	
              10.  

            	
              Alienation

            


    

     

    The
benefit of this agreement is personal to the Tenant and the Tenant will not
assign or part with its interest under this agreement or any part thereof or
otherwise dispose of such interest or any part thereof and the Tenant named
herein will personally accept the Lease

     

     

    
      	
              11.  

            	
              Acknowledgment
      and interest

            


    

     

    The
Landlord and the Tenant acknowledge and agree that without prejudice to any
other right remedy or power of the Landlord or the Tenant if any sums have
become due from the Tenant to the Landlord or from the Landlord to the Tenant
under this agreement but remain unpaid for a period exceeding five working days
the Landlord or the Tenant (as appropriate) will pay on demand to the Landlord
or the Tenant (as appropriate) interest thereon at the contract rate (before and
after any judgment) from the date when they become due until payment thereof
calculated on a daily basis

     

     

    
      	
              12.  

            	
              Termination

            


    

     

    
      	
              12.1  

            	
              If:

            


    

     

    
      	
              12.1.1  

            	
              there
      is any breach of the obligations of the Tenant under this agreement which
      (if capable of remedy) is not remedied by the Tenant within such
      reasonable period as the Landlord stipulates
or

            


    

     

    
      	
              12.1.2  

            	
              the
      Tenant:

            


    

     

    
      	
              (a)  

            	
              has
      a meeting of its members convened for the purpose of considering a
      winding-up resolution or such a resolution is passed (otherwise than in
      connection with a member’s voluntary winding-up for the purposes of an
      amalgamation or a reconstruction that has the prior written approval of
      the Landlord) or

            


    

     

    
      	
              (b)  

            	
              has
      a meeting of its directors convened for the purpose of considering a
      resolution to seek a winding up order or an administration order or the
      appointment of an administrator or such a resolution is passed
      or

            


    

     

    
      	
              (c)  

            	
              presents
      or its directors present or it has presented against it a petition for a
      winding up order or an administration application is made or a winding-up
      or administration order is made or

            


    

     

    
      	
              (d)  

            	
              issues
      or its directors or the holder of a qualifying floating charge (as defined
      in Schedule B1 of the Insolvency Act 1986) issues a notice of appointment
      or of intention to appoint an administrator
or

            


    

     

    
      	
              (e)  

            	
              is
      the subject of a proposal for or becomes subject to any voluntary
      arrangement or its directors take steps to obtain a moratorium (whether
      under Part I of the Insolvency Act 1986 or otherwise)
  or

            


    

     

    
      	
              (f)  

            	
              has
      a receiver (administrative or otherwise) appointed over all or part of its
      or his assets or

            


    

     

    
      	
              (g)  

            	
              has
      possession taken of all or substantially all of its assets by a secured
      party or becomes subject to an execution attachment sequestration or other
      legal order over all or substantially all of its or his assets
      or

            


    

     

    
      	
              (h)  

            	
              takes
      part in any action (including entering into negotiations) with a view to
      the readjustment rescheduling forgiveness or deferral of any part of its
      or his indebtedness or

            


    

     

    
      	
              (i)  

            	
              proposes
      or makes any general assignment composition or arrangement with or for the
      benefit of all or some of its or his creditors
  or

            


    

     

    
      	
              (j)  

            	
              suspends
      or threatens to suspend making payments to all or some of its or his
      creditors

            


    

     

    
      	
              12.1.3  

            	
              any
      analogous or equivalent proceedings actions or events to those referred to
      in sub-clauses 12.1.2 and/or 12.1.3 of this clause are instituted or occur
      in any jurisdiction other than England and
Wales

            


    

     

    THEN and
in any such case the Landlord may by notice in writing to the Tenant at any time
thereafter terminate this agreement (without prejudice to any right or remedy of
any party in respect of any antecedent breach of this agreement)

     

    
      	
              12.2  

            	
              If
      the Conditions Precedent are not fulfilled prior to the Cut-Off Date
      either the Landlord or the Tenant may determine this agreement by giving
      to the other notice to that effect whereupon the Tenant will forthwith
      return all title and other documents furnished to it and remove any notice
      caution or land charge entry registered in respect of this agreement but
      such determination will be without prejudice to any right or remedy of
      either party in respect of any antecedent breach of this
      agreement

            


    

     

    
      	
              12.3  

            	
              Following
      any termination or rescission of this agreement the Tenant will forthwith
      remove the Tenant’s Works or such of them as the Landlord requires to be
      removed and the Landlord will give the Tenant access to the Premises for
      this purpose

            


    

     

     

    
      	
              13.  

            	
              Indemnity

            


    

     

    The
Tenant will indemnify the Landlord and the Superior Lessor against all actions
proceedings claims demands losses costs expenses damages and liability
(including any liability for any injury to any person or damage to any land or
other property) arising directly or indirectly from any breach of any obligation
of the Tenant under this agreement or any act or omission of the Tenant or its
servants agents or licensees

     

     

    
      	
              14.  

            	
              VAT

            


    

     

    
      	
              14.1  

            	
              All
      sums payable under the terms of this agreement are exclusive of any VAT in
      respect thereof howsoever arising and the Tenant will pay to the Landlord
      and the Landlord will pay to the Tenant all VAT for which the other is
      liable to account to HM Revenue and Customs in relation to any supply made
      or deemed to be made for VAT purposes pursuant to this
      agreement

            


    

     

    
      	
              14.2  

            	
              The
      Tenant does not intend or expect the Premises to be occupied by it or a
      person that is connected with the Tenant as determined in accordance with
      Section 839 Income and Corporation Taxes Act 1988 other than wholly or
      substantially wholly for eligible purposes (within the meaning of
      paragraph 15 of Schedule 10 to the Value Added Tax Act
    1994)

            


    

     

    
      	
              14.3  

            	
              The
      Tenant represents warrants and undertakes to and with the Landlord that
      the statement in clause 14.2 is at the date of this agreement and will be
      at the date of completion of the Lease true and correct in all
      respects

            


    

     

     

    
      	
              15.  

            	
              Confidentiality

            


    

     

    Except to
the extent required by law (including any requirements of the Stock Exchange or
any other regulatory requirements in force from time to time affecting the
parties) and save where necessary to implement this agreement the parties hereto
will not at any time make any press or other public announcement or divulge or
communicate to any person any of the terms of this agreement and the parties
will take all reasonable steps to bind their respective servants agents and
advisers in this behalf

     

     

    
      	
              16.  

            	
              Jurisdiction

            


    

     

    This
agreement will in all respects be governed by and construed in accordance with
English law and the parties irrevocably submit to the exclusive jurisdiction of
the English courts

     

     

    
      	
              17.  

            	
              Costs

            


    

     

    
      	
              17.1  

            	
              The
      Tenant will immediately when requested by the Landlord so to do
      pay:

            


    

     

    
      	
              17.1.1  

            	
              the
      Landlord’s Solicitors’ and the Superior Lessor’s solicitors’ proper costs
      and disbursements incurred in connection with the Licence for Alterations
      and any matters incidental thereto

            


    

     

    
      	
              17.1.2  

            	
              the
      Landlord’s and the Superior Lessor’s surveyors’ proper costs and
      disbursements in connection with the Licence for Alterations and any
      matters incidental thereto

            


    

     

     

    
      	
              18.  

            	
              Third
      party rights

            


    

     

    Nothing
in this agreement is intended to confer on any person any right to enforce any
term of this agreement which that person would not have had but for the
Contracts (Rights of Third Parties) Act 1999

     

     

    
      	
              19.  

            	
              Registration
      of Agreement at HM Land Registry

            


    

     

    
      	
              19.1  

            	
              Neither
      the Landlord nor the Tenant may apply to register this agreement against
      the Registered Title (or any other affected land) by way of an agreed
      notice in form AN1

            


    

     

    
      	
              19.2  

            	
              If
      the Tenant applies to register this agreement against the Registered Title
      (or any other affected land) by way of a unilateral notice in form
      UN1:

            


    

     

    
      	
              19.2.1  

            	
              the
      Tenant will immediately apply to HM Land Registry in form UN2 for the
      removal of such unilateral notice if this agreement is rescinded by either
      party

            


    

     

    
      	
              19.2.2  

            	
              the
      Landlord will not apply to HM Land Registry for the cancellation of such
      unilateral notice while this agreement subsists but the Tenant will not
      object to any such application by the Landlord if this agreement is
      rescinded by either party

            


    

     

    
      	
              19.3  

            	
              Unless
      obliged to do so by law neither the Tenant nor the Landlord will supply
      either the original or a copy of this agreement to HM Land Registry
      whether with an application for a unilateral notice or
      otherwise

            


    

     

     

    
      	
              20.  

            	
              Exclusion
      of sections 24 - 28 of the 1954 Act

            


    

     

    
      	
              20.1  

            	
              The
      Tenant confirms that before the date of this
  agreement:

            


    

     

    
      	
              20.1.1  

            	
              the
      Landlord served a notice dated 21 August  2009 (the “Notice”) on the Tenant
      in accordance with section 38A(3)(a) of the 1954
  Act

            


    

     

    
      	
              20.1.2  

            	
              the
      Tenant (or a person duly authorised by the Tenant) made a statutory
      declaration dated 21 August 2009 (the “Declaration”) confirming
      receipt of the Notice in accordance with schedule 2 to the
      Order

            


    

     

    
      	
              20.2  

            	
              The
      Tenant further confirms that where the Declaration was made by a person
      other than the Tenant that person was duly authorised by the Tenant to
      make the Declaration on the Tenant’s
behalf

            


    

     

    
      	
              20.3  

            	
              The
      Landlord and the Tenant agree that sections 24 to 28 (inclusive) of the
      1954 Act will not apply to the tenancy to be created by the
      Lease

            


    

     

    IN WITNESS whereof this
agreement has been duly executed as a deed (but not delivered until) the day and
year first before written

     

     

    Schedule

     

     

    


     

     

    Standard
Conditions

     

    
      	
              1.  

            	
              Throughout
      the conditions references to property being sold are to be construed as
      references to the Premises

            


    

     

    
      	
              2.  

            	
              Conditions
      1.4  2.2  3.1.3  3.4  4.2  4.3.2  4.5.2  4.5.5  5  6.3.2   6.5  6.7  8.2.4  8.3
      and 9 do not apply

            


    

     

    
      	
              3.  

            	
              In
      condition 1.1.1(d) the “contract rate” is 4% per annum above the base rate
      from time to time of Lloyds TSB Bank
plc

            


    

     

    
      	
              4.  

            	
              In
      condition 1.1.2 “official copies” is substituted for “office copies” and
      “Land Registration Act 2002” is substituted for “Land Registration Act
      1925” and the words “and any reference in these conditions to office
      copies shall be deemed to be a reference to such official copies” are
      added at the end

            


    

     

    
      	
              5.  

            	
              In
      condition 1.3.5 “5.00 pm” is substituted for “4.00 pm” and the words
      “before 5.00 pm” are added after the words “treated as having been
      received”

            


    

     

    
      	
              6.  

            	
              In
      condition 1.3.6 “5.00 pm” is substituted for “4.00 pm” and the words “(d)
      by fax: if sent before 5.00 pm on a working day the day of despatch but
      otherwise on the first working day after despatch” are added at the
      end

            


    

     

    
      	
              7.  

            	
              In
      condition 3.1.2 the words “and could not reasonably” are deleted from
      paragraph (c) and the words “(f) any unregistered interests which fall
      within any of the paragraphs of Schedule 3 to the Land Registration Act
      2002) (g) such unregistered interests as may affect the Property to the
      extent and for so long as they are preserved by the transitional
      provisions of Schedule 12 to the Land Registration Act 2002 and (h) PPP
      leases as defined in section 90 of the Land Registration Act 2002” are
      added at the end

            


    

     

    
      	
              8.  

            	
              In
      condition 3.1.2(d) the words “monetary charges or incumbrances” are to be
      taken as referring to charges to secure
  borrowing

            


    

     

    
      	
              9.  

            	
              In
      condition 4.1 the words “4.1.5 If the buyer persists in any valid
      requisition or objection to title with which the seller is unable or
      unwilling on reasonable grounds to deal satisfactorily and does not
      withdraw it within five working days of being required so to do the seller
      may by notice to the buyer and notwithstanding any intermediate
      negotiation or litigation rescind the agreement” are added at the
      end

            


    

     

    
      	
              10.  

            	
              In
      condition 5.2.2(e) the words “nor change its use and is to comply with all
      statutory obligations relating to the property and indemnify the seller
      against all liability arising as a result of any breach of such
      obligations” are added at the end

            


    

     

    
      	
              11.  

            	
              In
      conditions 6.1.2 “12 noon” is substituted for “2.00
  pm”

            


    

     

    
      	
              12.  

            	
              Condition
      6.3.2 is deleted and the following
substituted:

            


    

     

    “6.3.2                    Apportionment
is to be made with effect from the date of actual completion”

     

    
      	
              13.  

            	
              In
      condition 6.3.3 the word “buyer” is replaced by the word
      “seller”

            


    

     

    
      	
              14.  

            	
              In
      condition 7.1.1 the words “or in the negotiations leading to it” and “or
      was” are deleted

            


    

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    SIGNED AS A DEED by WELLS
FARGO         )

    & COMPANY a company
incorporated              )

    in
Delaware, USA acting by Donald E Dana
      )

                          
being a person who,
in                    )

    accordance
with the laws of that territory, is      )

    acting
under the authority of the
company        )

    


    /s/ Donald E.
Dana

    Authorised
signatory

    


     

    


     

    


     

    SIGNED AS A DEED by COSTAR
UK               )

    acting by
two directors or one director
and        )

    the
company
secretary                                           )

    


    /s/ Paul
Marples

    Director

    


    


    /s/ Matthew
Green

    Director/Secretary