Exhibit 10.26


 


Dated       24
December           2013


 


Coolatinney Developments Limited


 


and


 


ARC PFBFDUK001, LLC


 


Agreement for Lease


relating to


1 Goodwin Street Bradford West Yorkshire
BD1 2SU


 





Muckle LLP


Time Central


32 Gallowgate


Newcastle upon Tyne


NE1 4BF


 




    	 



    	 	 	 



    

 





Contents




 


	Clause	 	Page
	 	 	 
	1.	Interpretation	1
	2.	Condition Precedent	8
	3.	Emergency Defects	8
	4.	Consent	10
	5.	Unconditional Date	10
	6.	Conditions	11
	7.	Risk and Insurance	11
	8.	Deposit	13
	9.	Agreement for Lease	13
	10.	Condition of the Property	14
	11.	Deducing Title	14
	12.	Title Guarantee	14
	13.	Matters Affecting the Property	14
	14.	Initial Transfer	15
	15.	VAT	16
	16.	Completion	18
	17.	Capital Allowances Election	19
	18.	Defects	19
	19.	Retention	23
	20.	Apportionment of Rent Due Under the Occupational Lease & Top-Up	24
	21.	Arrears Due Under the Occupational Lease	25
	22.	Indemnity	25
	23.	Registration	25
	24.	Management	26
	25.	Entire Agreement	27
	26.	Notices	27
	27.	Rights of Third Parties	28
	28.	Severance	29
	29.	Governing Law and Jurisdiction	29
	30.	Construction Assignment and Warranties	29
	Annexure 1 – Lease	32
	Annexure 2 – Contractor's Warranty	33
	Annexure 3 – Construction Assignment	34
	Annexure 4 – Defects	35
	Annexure 5 - Election	36


 




    	 



    	 	 	 



    

 


Dated 24 December 2013


 


Parties


 


		(1)	Coolatinney Developments Limited, incorporated and registered in England and Wales with
company number 06115193 whose registered office is at Time Central 32 Gallowgate Newcastle upon Tyne NE1 4BF but whose address
for the service of notices is 17-19 Dungannon Road Cookstown Northern Ireland BT80 8TL (Seller);
and



 


		(2)	ARC PFBFDUK001, LLC (a company incorporated in Delaware, USA) but whose address for the
service of notices in the United Kingdom is care of Moor Park Capital Partners LLP Frogs Leap Fulshaw Park Wilmslow SK9 1QQ (Buyer).



 


It is agreed


 


		1.	Interpretation



 


		1.1	The definitions in this clause apply in this Agreement.



 


	Base Rate 	the base rate from time to time of the Bank of Scotland;
	 	 
	Building Contract	means the building contract in relation to the Property between the Seller and the Contractor dated 7 May 2009;
	 	 
	Buyer's Conveyancer 	Trowers & Hamlins LLP of 3 Bunhill Row  London  EC1Y 8YZ reference: Julien Allen;
	 	 
	CAA 2001 	Capital Allowances Act 2001;
	 	 
	Completion Date 	the date five (5) working days from and including the Unconditional Date or earlier by mutual agreement at any time on or after the Consent Date;
	 	 
	Consent Date	the date of the Seller's notice under clause 4.2.2;
	 	 
	Construction Assignment	the deed of assignment of the Construction Documents to be entered into between the parties in accordance with the terms of clause 30 in the form attached to this Agreement as Annexure 3;
	 	 
	Construction Assignment Longstop Date	the date being six (6) months from and including the Completion Date; 
	 	 
	Construction Documents	shall have the meaning given to it in the Construction 


 




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	 	Assignments;
	 	 
	Contract Rate 	interest at 4% over the Base Rate;
	 	 
	Contractor	McAleer & Rushe Limited, incorporated and registered in Northern Ireland with company number NI010410 whose registered office is at 17-19 Dungannon Road  Cookstown  Northern Ireland  BT80 8TL;
	 	 
	Contractor's Warranty	the warranty to be granted by the Contractor to the Buyer in the form agreed attached to this Agreement at Annexure 2;
	 	 
	Defects Works	
        together:

         

        (a)          the
        works in the ground floor switch room, the cable ties connecting the electrical cabling to the vertical metal support frames are
        to be removed and replaced with clamps; and

         

        (b)          the
        works to remedy the defects to the building at the Property as set out in the schedule attached to this Agreement at Annexure 4;

	 	 
	Defects Works End Date	the date being six (6) months from and including the Completion Date;
	 	 
	Election	a capital allowances election pursuant to sections 183 and 199 of the CAA 2001 in the form attached to this Agreement at Annexure 5;
	 	 
	Elected Figure	the value of the Fixed Plant in accordance with the apportionment set out in the Election;
	 	 
	Emergency Defect Works	
        the works to remedy the defects to the
        building at the Property being:

         

        (a)          in
        the roof plant room:

         

        (i)          the
        gas pipe is to be correctly



 






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        labelled;

         

        (ii)          the
        screw joint between the screw fit stainless steel and the mild steel pipe to header is to be replaced by a welded joint; and

         

        (iii)         a
        schematic of the gas system is to be updated and is to be attached in the roof plant room;

         

        (b)          a
        fire alarm repeater panel to be installed in the reception area or the fire certificate should detail it’s alternative location;
        and

         

        (c)          the
        centralised emergency lighting system serving the Property:

         

        (i)          is
        to be subject to a physical and observation test;

         

        (ii)          all
        drawings are to be checked against the point address schedule and the screen presentation;

         

        (iii)         any
        inoperable units are to be repaired or replaced; and

         

        (iv)         lighting
        levels when the centralised emergency lighting system are to be tested;

         

        to ensure that
        the same is in working order and compliant with the relevant statutory requirements;

	 	 
	End Date	31 January 2014;


 




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	Existing Lease	the lease dated 11 December 2007 and made between (1) United Estates Services Limited and (2) the Seller as registered at the Land Registry with leasehold title absolute under title number WYK870806;
	 	 
	Fixed Plant	such plant and machinery (within the meaning of CAA 2001) as constitutes a fixture or fixtures on which the Seller is, or will be, required to bring a disposal value into account on the sale of the Property as detailed in the Election;
	 	 
	Headlease	the lease dated 11 December 2007 and made between (1) Norham House 1136 Limited and (2) the Seller as varied by the deed of variation dated 27 October 2009 and made between (1) MRP Finance Limited and (2) the Seller as registered at the Land Registry with leasehold title absolute under title number WYK873277;
	 	 
	Initial Transfer	the transfer of the Property and adjoining land to be made between (1) MRP Finance Limited and (2) the Seller pursuant to the option agreement contained at clause 5 of the Headlease;
	 	 
	Lease 	the lease to be entered into between (1) the Seller and (2) the Buyer on completion the agreed form of which is attached to this Agreement at Annexure 1;
	 	 
	Occupational Lease 	the lease dated 5 November 2010 and made between (1) the Seller and (2) Provident Financial plc, as registered at the Land Registry with leasehold title absolute under title number WYK928366 and every document varying or supplemental or collateral to it and every licence or consent granted under it;
	 	 
	Occupational Tenant	the tenant under the Occupational Lease;
	 	 
	Part 1 Conditions 	Part 1 of the Standard Commercial Property Conditions 


 




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	 	(Second Edition) and Condition means any one of them;
	 	 
	Part 2 Conditions 	Part 2 of the Standard Commercial Property Conditions (Second Edition);
	 	 
	Premium	twenty five million five hundred thousand pounds (£25,500,000) exclusive of VAT;
	 	 
	Property 	the property at 1 Goodwin Street  Bradford  West Yorkshire  BD1 2SU as more particularly defined in the Lease;
	 	 
	Rent 	a peppercorn per annum (if demanded);
	 	 
	Retention	the sum of forty thousand pounds (£40,000);
	 	 
	Retention Account	the client account of the Buyer's Conveyancer;
	 	 
	Retention Release Date	the date under clause 18.4 or clause 18.7.8 (as the case may be);
	 	 
	Seller's Conveyancer 	Muckle LLP of Time Central  32 Gallowgate  Newcastle upon Tyne  NE1 4BF DX61011 Newcastle upon Tyne 1 reference: WM/31728.468;
	 	 
	Term 	a term of two hundred and fifty (250) years beginning on, and including the Completion Date;
	 	 
	Title Indemnity Policies	
        together:

         

        (a)          the
        defective title insurance policy dated 21 December 2009 issued by Stewart Title Limited under reference: 0600.21531; and

         

        (b)          the
        restrictive covenant title insurance policy dated 21 December 2009 issued by Stewart Title Limited under reference: 0810.21532;

	 	 
	Unconditional Date	
        the date being the later of:

         

        (a)          the
Consent Date; and 



 




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	 	(b)          the date set out in clause 3.4 or clause 3.7.8 (as the case may be) or such later date notified by the Buyer to the Seller in accordance with clause 5.3;
	 	 
	VAT 	value added tax chargeable under the VAT Act and any similar replacement tax;
	 	 
	VAT Act 	Value Added Tax Act 1994;
	 	 
	VAT Group 	two or more bodies corporate registered as a group for VAT purposes under section 43 of the VAT Act;
	 	 
	Warranties	the collateral warranty agreements as may be issued by the Warrantors in favour of the Buyer under clause 30.3 in the forms of the Construction Documents (as defined in the Construction Assignment as at the date of this Agreement) but without rights of step-in and with such amendments as may be approved by the Buyer (such approval not to be unreasonably withheld or delayed) but excluding the Contractor's Warranty;
	 	 
	Warrantors	
        the following professionals who were appointed
        in relation to the initial construction of the building at the Property:

         

        (a)          Hasco
        Europe Limited as CDM Co-ordinator;

         

        (b)          Consarc
        Design Group Limited as Employer's Agent;

         

        (c)          F
        R Mark & Associates as Acoustic Consultant;

         

        (d)          Barrie
        Todd Architects Limited as Architect;

         

        (e)          Caldwell
        Consulting Engineers Limited as Building Services Engineer;

         



 






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        (f)          Ian
        Black Consulting Limited as Structural Engineer; and

         

        (g)          M.
        Slattery & Associates Fire Safety Engineers Limited as Fire Consultant;

	 	 
	1954 Act 	Landlord and Tenant Act 1954;
	 	 
	1994 Act 	Law of Property (Miscellaneous Provisions) Act 1994; and
	 	 
	1995 Act 	Landlord and Tenant (Covenants) Act 1995.


 


		1.2	The rules of interpretation in this clause apply in this Agreement.



 


		1.3	Clause headings do not affect the interpretation of this Agreement.



 


		1.4	Except where a contrary intention appears, a reference to a clause is a reference to a clause of
this Agreement.



 


		1.5	Unless otherwise specified, a reference to a law is a reference to it as it is in force for the
time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for
the time being in force made under it.



 


		1.6	A reference to laws in general is to all local, national and directly applicable supra-national
laws in force for the time being, taking account of any amendment, extension, application or re-enactment and includes any sub-ordinate
laws for the time being in force made under them and all orders, notices, codes of practice and guidance made under them.



 


		1.7	The expressions landlord covenant
and tenant covenant each have the meaning given to them
by the 1995 Act.



 


		1.8	A person includes a corporate
or unincorporated body.



 


		1.9	Writing or written
excludes faxes and e-mail.



 


		1.10	Any obligation in this Agreement on a person not to do something includes an obligation not to
agree or allow that thing to be done.



 


		1.11	Seller includes the Seller's
successors in title and any other person who is or becomes entitled to the reversion (whether immediate or not) expectant on the
term to be created by the Lease.



 


		1.12	Buyer does not include the
Buyer's successors in title.



 




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		2.	Condition Precedent



 


		2.1	This Agreement is conditional upon the occurrence of the Unconditional Date. This Agreement shall
become unconditional on the Unconditional Date.



 


		2.2	This Agreement comes into force on the date of this Agreement except for clause 9 (Agreement for
Lease) to clause 23 (Registration) (inclusive) and clause 30 (Construction Assignment and Warranties) which shall come into force
on the Unconditional Date.



 


		2.3	The Seller and the Buyer may only waive the condition precedent in clause 2.1 by agreement in writing.



 


		3.	Emergency Defects



 


		3.1	The Seller will use all reasonable endeavours to procure that the Emergency Defects Works are undertaken
and completed by 15 January 2014 or such later date as is reasonably practicable.



 


		3.2	The Seller shall:



 


		3.2.1	keep the Buyer informed as to the progress of the Emergency Defects Works;



 


		3.2.2	subject to the terms of the Occupational Lease, allow the Buyer and any of its professional advisors
to attend the Property to view the state and progress of the Emergency Defects Works; and



 


		3.2.3	notify the Buyer in writing within two (2) working days of the date it reasonably believes that
the Emergency Defects Works have been completed.



 


		3.3	The Buyer shall, within five (5) working days from and including the date of the Seller's notice
under clause 3.2.3, notify the Seller in writing that:



 


		3.3.1	the Buyer agrees that the Emergency Defects Works have been completed; or



 


		3.3.2	the Buyer does not agree that the Emergency Defects Works have been completed.



 


		3.4	Where the Buyer notifies the Seller under clause 3.3.1 then the Unconditional Date shall be the
date of the Buyer's notice under clause 3.3.1.



 


		3.5	Where the Buyer notifies the Seller under clause 3.3.2 that the Emergency Defects Works have not
been completed to the Buyer's reasonable satisfaction then the Seller shall continue to comply with its obligations under clause
3.1 and clause 3.2 until such time as the Buyer serves notice under clause 3.3.1.



 




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		3.6	Where the Buyer notifies the Seller under clause 3.3.2 and the Seller disputes such notice then
either party may elect to refer the matter to be determined by an expert under clause 3.7.



 


		3.7	Where an expert is to be appointed under clause 3.6 then:



 


		3.7.1	the expert shall be appointed by agreement between the Seller and the Buyer or, if the Seller and
Buyer are unable to agree an appointment, either of them may request the appointment to be made by the president for the time being
of the Institution of Structural Engineers;



 


		3.7.2	the expert must be a suitably qualified structural engineer, with at least ten (10) years' post
qualification experience including experience in development of the same type as the Property;



 


		3.7.3	if the expert appointed dies or becomes unwilling or incapable of acting, or does not deliver the
decision within the time required by this clause, then:



 


		3.7.3.1	either the Seller or the Buyer may apply to the president for the time being of the Institution
of Structural Engineers to discharge the appointed expert and to appoint a replacement expert; and



 


		3.7.3.2	this clause shall apply in relation to the replacement expert as if they were the first appointed
expert;



 


		3.7.4	the expert shall act as an expert and shall be required to decide whether or not the Emergency
Defects Works have been completed and shall prepare a written note of the decision and give a copy of the decision to both the
Seller and the Buyer within ten (10) working days of the date of the expert's appointment;



 


		3.7.5	the Seller and the Buyer shall each be entitled to make submissions to the expert and shall provide
(or procure that others provide) the expert with the assistance and documents that the expert reasonably requires to reach a decision;



 


		3.7.6	the expert's written decision shall be final and binding in the absence of manifest error or fraud;



 


		3.7.7	the costs of the expert shall be borne equally by the Seller and the Buyer or in such different
proportion as the expert shall direct; and



 




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		3.7.8	where the expert determines that the Emergency Defects Works have been completed then the Unconditional
Date shall be the date of the expert's written decision (or earlier by mutual agreement between the parties).



 


		4.	Consent



 


		4.1	The Seller will use reasonable endeavours to procure the consent of the relevant third parties
so as to enable the Seller to comply with its obligations under clause 16.3 as soon as is reasonably practicable after the date
of this Agreement.



 


		4.2	The Seller shall:



 


		4.2.1	keep the Buyer informed as to the progress of obtaining the consents referred to in clause 4.1;
and



 


		4.2.2	notify the Buyer immediately upon obtaining the consents referred to in clause 4.1.



 


		5.	Unconditional Date



 


		5.1	If the Unconditional Date has not occurred by the End Date then the Buyer may at any time after
the End Date (but only before the Unconditional Date) give written notice to the Seller to determine this Agreement. If this Agreement
terminates, then:



 


		5.1.1	within ten (10) working days after the termination, the Buyer shall remove all entries relating
to this Agreement registered against the Seller's title to the Property; and



 


		5.1.2	neither party shall have any further rights or obligations under this Agreement but such termination
shall be without prejudice to the rights of either party in respect of any earlier breach of this Agreement.



 


		5.2	If the Unconditional Date has not occurred by 30 June 2014 then either party may at any time after
the 30 June 2014 (but only before the Unconditional Date) give written notice to the other party to determine this Agreement. If
this Agreement terminates, then:



 


		5.2.1	within ten (10) working days after the termination, the Buyer shall remove all entries relating
to this Agreement registered against the Seller's title to the Property; and



 


		5.2.2	neither party shall have any further rights or obligations under this Agreement but such termination
shall be without prejudice to the rights of either party in respect of any earlier breach of this Agreement.



 


		5.3	In the event that the Unconditional Date has not occurred by the End Date then the Buyer may, in
its absolute discretion, extend the date of the Unconditional Date by a reasonable



 




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			period of time for the Seller to carry out the Emergency Defect Works to the reasonable satisfaction
of the Buyer.



 


		5.4	The Buyer may in its absolute discretion extend the Unconditional Date in accordance with the terms
of clause 5.3 any number of times.



 


		6.	Conditions



 


		6.1	The Part 1 Conditions are incorporated in this Agreement, in so far as they:



 


		6.1.1	are applicable to the grant of a lease (in respect of the grant of the Lease);



 


		6.1.2	apply to a sale by private treaty;



 


		6.1.3	relate to leasehold property;



 


		6.1.4	are not inconsistent with the other clauses in this Agreement; and



 


		6.1.5	have not been modified or excluded by any of the other clauses in this Agreement.



 


		6.2	The Part 2 Conditions are not incorporated in this Agreement.



 


		6.3	Condition 1.1.1(e) is amended so that reference to the contract rate in Condition 1.1.1(e) refers
instead to the Contract Rate as defined in this Agreement.



 


		6.4	At Condition 1.1.1(o) the following words are added: “or any other day on which clearing
banks in the City of London are not generally open for the conduct of banking business during normal banking hours and such working
day shall expire at 3:30 pm".



 


		6.5	Condition 9.1.1 is varied to read "If any plan or statement in the contract or in written
replies which the seller's conveyancer has given to any written enquiries raised by the buyer's conveyancer before the date of
this contract, is or was misleading or inaccurate due to any error or omission, the remedies available are as follows".



 


		7.	Risk and Insurance



 


		7.1	The Seller will insure the Property in its full reinstatement value and in accordance with the
Seller's obligations as landlord under the Occupational Lease until completion.



 


		7.2	The Seller will at the Buyer's written request:



 


		7.2.1	permit the Buyer to inspect the policy or evidence of its terms at any reasonable time;



 


		7.2.2	increase the amount of cover for the Property under the terms of the Seller's insurance policy
or extend the risks covered by it, subject to the insurer being willing and able to do so and subject to the Buyer paying the Seller
on demand any additional premium due for the increased or extended cover; and



 




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		7.2.3	obtain or consent to an endorsement on the Seller's insurance policy for the Property of the Buyer's
interest, subject to the insurer being willing to make the endorsement.



 


		7.3	The Seller will be under no obligation to seek any refund from the Occupational Tenant of any additional
premium due or paid in relation to any increased cover requested by the Buyer or for any endorsement on the policy of the Buyer's
interest.



 


		7.4	No damage to or destruction of the Property nor any deterioration in its condition, however caused,
will entitle the Buyer either to any reduction of the Premium or to refuse to complete or to delay completion.



 


		7.5	If in the period between the date of this Agreement and completion, the Property is damaged or
destroyed by a risk against which the Seller has insured:



 


		7.5.1	the Seller will make a claim under the Seller's insurance policy in respect of that damage or destruction;



 


		7.5.2	to the extent that any insurance money in respect of the damage or destruction is paid to the Seller
before completion, and to the extent that the Seller is not under any statutory or contractual obligation to use any insurance
money received by it to repair or rebuild the Property before completion, the Seller will hold the insurance money received by
it on trust for the Buyer and will pay the money to the Buyer on completion to use in accordance with the terms of the Occupational
Lease;



 


		7.5.3	to the extent that any insurance money in respect of the damage or destruction is paid to the Seller
after completion, the Seller will hold the insurance money on trust for the Buyer and will, as soon as is reasonably practicable,
pay it to the Buyer to use in accordance with the terms of the Occupational Lease;



 


		7.5.4	to the extent that any insurance money in respect of the damage or destruction has not been paid
to the Seller before completion, the Seller will, to the extent permitted by the policy and at the Buyer's expense, assign to the
Buyer all rights to claim under the policy, the assignment being in the form reasonably required by the Buyer.



 


		7.6	On completion, the Seller will cancel the Seller's insurance policy in respect of the Property.
If, following the cancellation, the Seller's insurers refund to the Seller any premium paid in respect of any period after the
date of the cancellation, the Seller will at the Seller's discretion either:



 




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		7.6.1	pay or allow the refund to the Buyer to hold on trust for and to account to the Occupational Tenant
in accordance with the terms of the Occupational Lease; or



 


		7.6.2	pay or allow the refund to the Occupational Tenant in accordance with the terms of the Occupational
Lease.



 


		7.7	The Buyer will apply any insurance money paid to it by the Seller under this clause in accordance
with the terms of the Occupational Lease and will keep the Seller indemnified against any claims arising from any breach of the
same.



 


		7.8	On completion, there will be no apportionment between the Seller and the Buyer of any insurance
rents received or receivable from the Occupational Tenant under the terms of the Occupational Lease.



 


		7.9	Conditions 7.1.2, 7.1.3 and 7.1.4(b) do not apply to this Agreement.



 


		8.	Deposit



 


		8.1	No deposit shall be paid on exchange of this Agreement.



 


		8.2	If completion does not take place on the Completion Date due to the default of the Buyer, the Buyer
will immediately pay to the Seller's Conveyancer a sum equal to 10% of the Premium (together with interest on it at the Contract
Rate for the period from and including the Completion Date to and including the date of actual payment) by a method that gives
immediately available funds.



 


		8.3	The provisions of clause 8.2 are without prejudice to any other rights or remedies of the Seller
in relation to any delay in completion.



 


		9.	Agreement for Lease



 


		9.1	In consideration of the payment of the Premium by the Buyer to the Seller and the Buyer's obligations
under this Agreement, the Seller will grant to the Buyer and the Buyer will accept from the Seller the Lease on the terms set out
in this Agreement.



 


		9.2	The Buyer cannot require the Seller to:



 


		9.2.1	grant the Lease to any person other than the Buyer; or



 


		9.2.2	apportion the Premium between different parts of the Property.



 


		9.3	The Buyer cannot assign, sublet, charge, or otherwise share or part with the benefit of this Agreement
whether in relation to the whole or any part of the Property.



 




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		10.	Condition of the Property



 


		10.1	The Buyer acknowledges that, prior to the date of this Agreement, the Seller has given the Buyer
and those authorised by the Buyer, the opportunity to inspect, survey and carry out investigations as to the condition of the Property
and the Buyer accepts the condition of the Property.



 


		10.2	No representation or warranty is given by the Seller that the Property may lawfully be used for
the uses permitted by the Lease and the Buyer confirms that it has made all necessary enquiries to satisfy itself on this point.



 


		11.	Deducing Title



 


		11.1	The Seller's title to the Property shall be deduced by the Seller’s Conveyancer supplying
to the Buyer's Conveyancer:



 


		11.1.1	official copies of the registers of title numbers WYK870795 and WYK870806 as maintained by the
Land Registry; and



 


		11.1.2	a copy of the official search with priority at the Land Registry obtained by the Seller prior to
completion of the Initial Transfer.



 


		11.2	The documents listed in clause 11.1 having been supplied to the Buyer’s Conveyancer on or
before the date of completion the Buyer admits and accepts the Seller’s title and shall not be entitled to raise any enquiry,
objection, enquiry or requisition in relation to it.



 


		11.3	The Buyer is deemed to have full knowledge of the Seller's title and is not entitled to raise any
enquiry, objection, enquiry or requisition in relation to it.



 


		11.4	Conditions 6.1, 6.2, 6.3.1 and 6.4.2 do not apply to this Agreement.



 


		12.	Title Guarantee



 


		12.1	The Seller will grant the Lease with full title guarantee but the covenants implied by sections
3 and 4 of the 1994 Act shall be limited so that the Seller will have no liability under them for the consequences of any breach
of the terms of the Lease relating to the physical condition of the Property.



 


		12.2	Condition 6.6.2 does not apply to this Agreement.



 


		13.	Matters Affecting the Property



 


		13.1	The Seller will grant the Lease to the Buyer free from encumbrances other than:



 




    	14



    	 	 	 



    

 


		13.1.1	any matters, other than financial charges, contained or referred to in the entries or records made
in registers maintained by the Land Registry under title numbers WYK870795 as at 10:44:50 on 23 October 2013 and WYK870806 as at
10:47:55 on 23 October 2013;



 


		13.1.2	all matters contained or referred to in the Lease;



 


		13.1.3	any matters discoverable by inspection of the Property before the date of this Agreement;



 


		13.1.4	any matters which the Seller does not and could not reasonably know about;



 


		13.1.5	any matters, other than financial charges, disclosed or which would have been disclosed by the
searches and enquiries that a prudent tenant would have made before entering into this Agreement;



 


		13.1.6	public requirements;



 


		13.1.7	any matters which are unregistered interests which override first registration under Schedule 1
to the Land Registration Act 2002 and/or unregistered interests which override registered dispositions under Schedule 3 to the
Land Registration Act 2002; and



 


		13.1.8	the Occupational Lease and all rights and obligations arising by virtue of it.



 


		13.2	Conditions 3.1.1, 3.1.2, 3.1.3 and 3.3 do not apply to this Agreement.



 


		13.3	The Seller confirms to the Buyer that it has disclosed to the Buyer all matters referred to in
clause 13.1 of which it is actually aware.



 


		13.4	The Buyer is deemed to have full knowledge of the matters referred to in clause 13.1 and will not
raise any enquiry, objection, requisition or claim in respect of any of them.



 


		14.	Initial Transfer



 


		14.1	The Seller agrees with the Buyer that the Seller shall on the Consent Date validly exercise the
option contained at clause 5 of the Headlease and will complete the Initial Transfer on or before completion in accordance with
the Headlease.



 


		14.2	The Seller acknowledges that the Buyer shall not be obliged to complete the Lease under this Agreement
until and unless the Seller has completed the Initial Transfer and the Headlease has been lawfully surrendered or merged so that
the Lease can be granted free from the Headlease.



 




    	15



    	 	 	 



    

 


		15.	VAT



 


		15.1	The Seller and the Buyer each acknowledge and agree that part of a business is being transferred
as a going concern and that section 49(1) of the VAT Act and article 5 of the Value Added Tax (Special Provisions) Order 1995 are
intended to apply to the transaction provided for by this Agreement.



 


		15.2	The Seller and the Buyer each acknowledge that the business of letting the Property for a consideration
is capable of being operated separately as a business.



 


		15.3	The Seller warrants that:



 


		15.3.1	the Seller (or the representative member of the Seller's VAT Group) is registered for VAT; and



 


		15.3.2	the Seller has used the Property for carrying out the business of letting it for consideration;



 


		15.3.3	the Seller made an option to tax, which applies to the Property (under paragraph 2 or 21 of Schedule
10 to the VAT Act);



 


		15.3.4	the option to tax took effect on 10 October 2007;



 


		15.3.5	the option to tax was duly notified to HM Revenue and Customs;



 


		15.3.6	HM Revenue and Customs consented to that option to tax taking effect on 28 May 2008;



 


		15.3.7	the option to tax has not been revoked entirely or in relation to the Property; and



 


		15.3.8	the Property is not a capital item for the purposes of Part XV of the VAT Regulations 1995 (SI1995/2518)
or, being such a capital item, the period of adjustment in respect of the Property has expired.



 


		15.4	The Buyer warrants that the Buyer will on completion be a taxable person for VAT and agrees that:



 


		15.4.1	before completion the Buyer (or a relevant associate for the purposes of paragraph 2 of Schedule
10 to the VAT Act or a relevant group member for the purposes of paragraph 21 of Schedule 10 to the VAT Act) will:



 


		15.4.1.1	make an option to tax, which applies to the Property (under paragraph 2 or 21 of Schedule 10 to
the VAT Act), to take effect no later than completion; and



 




    	16



    	 	 	 



    

 


		15.4.1.2	duly notify HM Revenue and Customs of the option to tax; and



 


		15.4.1.3	supply the Seller with a copy of the option to tax and confirmation that the same has been sent
to HM Revenue and Customs; and



 


		15.4.2	the Buyer will not revoke the option to tax in relation to the Property (either before or after
completion) or do, cause to be done or omit to do anything which could lead to the option to tax being revoked by HM Revenue and
Customs; and



 


		15.4.3	the Buyer will use the Property after completion for carrying out the business of letting it for
a consideration.



 


		15.5	The Buyer confirms that article 5(2B) of the Value Added Tax (Special Provisions) Order 1995 does
not apply to the Buyer.



 


		15.6	The Seller and the Buyer do not intend to make a joint application to HM Revenue and Customs under
regulation 6(1)(d) of the Value Added Tax Regulations 1995 for the Buyer to be registered for VAT under the Seller's VAT registration
number.



 


		15.7	If HM Revenue and Customs issue a written decision to the effect that the transaction provided
for by this Agreement constitutes or includes a supply of goods and/or services for the purposes of the VAT Act, or if the Seller
is assessed to VAT in relation to the sale of the Property, the Buyer will within twenty (20) working days of being notified in
writing by the Seller of such decision or assessment and being issued with a valid VAT invoice, pay the Seller the VAT which is
attributable to the sale.



 


		15.8	The Buyer will within twenty (20) working days of written demand pay the Seller an amount equal
to any interest or penalty which is imposed on the Seller (or the representative member of the Seller's VAT Group) by HM Revenue
and Customs as a result of any breach of any obligation on or warranty made by the Buyer in this Agreement, together with any costs
properly incurred by the Seller in connection with such interest, penalty or surcharge.



 


		15.9	Each amount stated to be payable by the Buyer to the Seller under or pursuant to this Agreement
is exclusive of VAT (if any).



 


		15.10	Where this Agreement requires the Buyer to repay or refund or reimburse the Seller for the costs
of any supplies made to the Seller, the Buyer will also indemnify the Seller against all liability to VAT in respect of that supply,
except to the extent that the Seller is able to recover the VAT.



 




    	17



    	 	 	 



    

 


		15.11	Conditions 1.4.1 and 1.4.2 do not apply to this Agreement.



 


		16.	Completion



 


		16.1	Completion of the Lease will take place on the Completion Date.



 


		16.2	On completion the Seller will deliver to the Buyer the Contractor's Warranty duly executed by the
Contractor and unconditionally released to the Buyer.



 


		16.3	On completion the Seller will deliver to the Buyer certificates in the form required by the restrictions
at entries 2 and 3 of the proprietorship register of title number WYK870795 as at 10:44:50 on 23 October 2013 and by the restriction
at entries 2 and 3 of the proprietorship register of title number WYK870806 as at 10:47:55 on 23 October 2013 (or such replacement
restrictions) to enable the Buyer to register the grant of the Lease at the Land Registry free from (i) financial charges and (ii)
all other restrictions in the proprietorship registers of title numbers WYK870795 and WYK870806.



 


		16.4	On completion the Seller will deliver to the Buyer confirmation from Stewart Title Limited that
the limit of indemnity of the Title Indemnity Policies has been increased to the sum of twenty five million five hundred thousand
pounds (£25,500,000) from and including the Completion Date.



 


		16.5	On completion the Seller will deliver to the Buyer (or to any other person as the Buyer has directed
in writing to the Seller before completion) a rent authority letter addressed to the Occupational Tenant.



 


		16.6	Conditions 8.1.2 and 8.1.3 are varied by the deletion of 2.00 pm as the stipulated time and the
substitution of 1.00 pm.



 


		16.7	Condition 8.4 is amended to add "(d) any other sum which the parties agree under the terms
of the contract should be paid or allowed on completion".



 


		16.8	Condition 8.7 is amended to read: "The buyer is to pay the money due on completion by a method
that gives immediately available funds and, if appropriate, by an unconditional release of a deposit held by a stakeholder".



 


		16.9	Condition 1.1.3(b) is amended to read: "in the case of the seller, even though a mortgage
remains secured on the property, if the amount to be paid on completion enables the property to be transferred freed of all mortgages,
(except those to which the sale is expressly subject) or if the seller produces reasonable evidence that this is the case."



 




    	18



    	 	 	 



    

 


		16.10	If completion is delayed due to the Buyer's default or the Buyer fails to pay any sum due under
this Agreement in full on completion, the Buyer will pay interest in addition to damages for losses incurred by the Seller as a
result of the delayed completion. The interest will be payable at the Contract Rate on any unpaid amount for the period from the
Completion Date to the date of actual payment.



 


		17.	Capital Allowances Election



 


		17.1	The Seller and the Buyer shall, on completion, make a joint election under sections 183 and 199
of the CAA 2001 in accordance with the provisions of this clause.



 


		17.2	On completion, the Seller and the Buyer shall sign in respect of the Property in duplicate the
Election agreeing to the Elected Figure, being the disposal value for the Fixed Plant required to be brought into account by the
Seller and falling to be treated as expenditure incurred by the Buyer on the provision of the Fixed Plant.



 


		17.3	The Seller and the Buyer shall each submit the Election to HM Revenue & Customs within the
time limit prescribed by law and take all reasonable steps to procure that the Elected Figure is accepted by HM Revenue & Customs.



 


		17.4	The Seller and the Buyer agree to reflect the Elected Figure in their respective tax (capital allowances)
computations and returns.



 


		17.5	If for any reason the Election, or the notification of it, is deficient, ineffective or otherwise
not accepted by HM Revenue & Customs, the Seller and the Buyer shall each take all reasonable steps necessary to obtain the
agreement of HM Revenue & Customs to the apportionment specified in the Election for the purposes of capital allowances including
making any amendments to the Election or the signing of a replacement election (in either case, to the extent possible).



 


		18.	Defects



 


		18.1	As soon as is reasonably practicable after the date of this Agreement and notwithstanding completion
occurring, the Seller will use all reasonable endeavours to procure that the Defects Works are undertaken and completed as soon
as is reasonably practicable.



 


		18.2	The Seller shall:



 


		18.2.1	keep the Buyer informed as to the progress of the Defects Works;



 




    	19



    	 	 	 



    

 


		18.2.2	subject to the terms of the Occupational Lease, allow the Buyer and any of its professional advisors
to attend the Property to view the state and progress of the Defects Works; and



 


		18.2.3	notify the Buyer in writing within five (5) working days of the date it reasonably believes that
the Defects Works have been completed.



 


		18.3	The Buyer shall, within ten (10) working days from and including the date of the Seller's notice
under clause 18.2.3, notify the Seller in writing that:



 


		18.3.1	the Buyer agrees that the Defects Works have been completed; or



 


		18.3.2	the Buyer does not agree that the Defects Works have been completed.



 


		18.4	The Retention Release Date shall occur ten (10) working days following the date of the Buyer's
notice to the Seller under clause 18.3.1 (or earlier by mutual agreement between the parties).



 


		18.5	Where the Buyer notifies the Seller under clause 18.3.2 that the Defects Works have not been completed
to the Buyer's reasonable satisfaction then the Seller shall continue to comply with its obligations under clauses 18.1 and 18.2
until such time as the Buyer services notice under 18.3.1.



 


		18.6	Where the Buyer notifies the Seller under clause 18.3.2 and the Seller disputes that such notice
then either party may elect to refer the matter to be determined by an expert under clause 18.7.



 


		18.7	Where an expert is to be appointed under clause 18.6 then:



 


		18.7.1	the expert shall be appointed by agreement between the Seller and the Buyer or, if the Seller and
Buyer are unable to agree an appointment, either of them may request the appointment to be made by the president for the time being
of the Institution of Structural Engineers;



 


		18.7.2	the expert must be a fellow of the Institution of Structural Engineers, with at least ten (10)
years' post qualification experience including experience in development of the same type as the Property;



 


		18.7.3	if the expert appointed dies or becomes unwilling or incapable of acting, or does not deliver the
decision within the time required by this clause, then:



 




    	20



    	 	 	 



    

 


		18.7.3.1	either the Seller or the Buyer may apply to the president for the time being of the Institution
of Structural Engineers to discharge the appointed expert and to appoint a replacement expert; and



 


		18.7.3.2	this clause shall apply in relation to the replacement expert as if they were the first appointed
expert;



 


		18.7.4	the expert shall act as an expert and shall be required to decide whether or not the Defects Works
have been completed and shall prepare a written note of the decision and give a copy of the decision to both the Seller and the
Buyer within twenty (20) working days of the date of the expert's appointment;



 


		18.7.5	the Seller and the Buyer shall each be entitled to make submissions to the expert and shall provide
(or procure that others provide) the expert with the assistance and documents that the expert reasonably requires to reach a decision;



 


		18.7.6	the expert's written decision shall be final and binding in the absence of manifest error or fraud;



 


		18.7.7	the costs of the expert shall be borne equally by the Seller and the Buyer or in such different
proportion as the expert shall direct; and



 


		18.7.8	where the expert determines that the Defects Works have been completed then the Retention Release
Date shall be the date falling ten (10) working days following the date of the expert's written decision (or earlier by mutual
agreement between the parties).



 


		18.8	Where the completion of the Defects Works has not been agreed or determined to have occurred under
this clause 18 by the Defects Works End Date then the Buyer may at any time thereafter (but only before the Retention Release Date)
notify the Seller in writing which part or parts of the Defects Works it reasonably considers remain to be completed and the Buyer's
calculation of what proportion of the Retention should be applied to such uncompleted part or parts of the Defects Works.



 


		18.9	The Seller shall, within ten (10) working days from and including the date of the Buyer's notice
under clause 18.8, notify the Buyer in writing that:



 


		18.9.1	the Seller agrees with the Buyer's notice under clause 18.8; or



 


		18.9.2	the Seller does not agree with the Buyer's notice under clause 18.8.



 




    	21



    	 	 	 



    

 


		18.10	Where the Seller notifies the Buyer under clause 18.9.1 then the date which is five (5) working
days following the date of the Seller's notice shall be the date referred to in clause 19.3 and the sum specified in the Buyer's
notice under clause 18.8 shall be the sum referred to as due to the Seller in clause 19.3.



 


		18.11	Where the Seller notifies the Buyer under clause 18.9.2 then the parties shall use all reasonable
endeavours to agree what proportion of the Retention should be paid to the Buyer in respect of such uncompleted part or parts of
the Defects Works but in the absence of agreement between the parties within ten (10) working days of the date of the Seller's
notice under clause 18.9.2 either party may refer the matter to be determined by an expert under clause 18.12.



 


		18.12	Where an expert is to be appointed under clause 18.11 then:



 


		18.12.1	the expert shall be appointed by agreement between the Seller and the Buyer or, if the Seller and
Buyer are unable to agree an appointment, either of them may request the appointment to be made by the president for the time being
of the Institution of Structural Engineers;



 


		18.12.2	the expert must be a fellow of the Institution of Structural Engineers, with at least ten (10)
years' post qualification experience including experience in development of the same type as the Property;



 


		18.12.3	if the expert appointed dies or becomes unwilling or incapable of acting, or does not deliver the
decision within the time required by this clause, then:



 


		18.12.3.1	either the Seller or the Buyer may apply to the president for the time being of the Institution
of Structural Engineers to discharge the appointed expert and to appoint a replacement expert; and



 


		18.12.3.2	this clause shall apply in relation to the replacement expert as if they were the first appointed
expert;



 


		18.12.4	the expert shall act as an expert and shall be required to decide what proportion of the Retention
should be applied to such uncompleted part or parts of the Defects Works and shall prepare a written note of the decision and give
a copy of the decision to both the Seller and the Buyer within twenty (20) working days of the date of the expert's appointment;



 




    	22



    	 	 	 



    

 


		18.12.5	the Seller and the Buyer shall each be entitled to make submissions to the expert and shall provide
(or procure that others provide) the expert with the assistance and documents that the expert reasonably requires to reach a decision;



 


		18.12.6	the expert's written decision shall be final and binding in the absence of manifest error or fraud;



 


		18.12.7	the costs of the expert shall be borne equally by the Seller and the Buyer or in such different
proportion as the expert shall direct; and



 


		18.12.8	the date falling five (5) working days following the date of the expert's determination of what
proportion of the Retention should be applied to such uncompleted part or parts of the Defects Works shall be the date referred
to in clause 19.4 and the sum so determined shall be the sum referred to as due to the Seller in clause 19.4.



 


		18.13	Subject to receipt by the Buyer of the sum referred to in clause 19.4 the Buyer acknowledges and
agrees that the Seller shall not have any liability to the Buyer in relation to the failure to complete the Defects Works under
this Agreement.



 


		19.	Retention



 


		19.1	To secure the performance of the Seller's obligations under clause 17, the Seller and the Buyer
agree that on completion that part of the Premium equalling the Retention shall be placed in the Retention Account to be held pursuant
to the terms of clause 17 and this clause 19.



 


		19.2	The Buyer confirms to the Seller that it has irrevocably instructed the Buyer's Conveyancer to
hold the Retention in the Retention Account on the terms of this Agreement and the Buyer's Conveyancer shall not release any part
of the Retention other than in accordance with clause 19.3 and clause 19.4.



 


		19.3	The Buyer confirms to the Seller that it has on or before the date of this Agreement instructed
the Buyer's Conveyancer to release to the Seller the Retention (together with any interest accrued thereon) from the Retention
Account on the occurrence of the Retention Release Date and the Seller agrees with such instruction.



 


		19.4	The Buyer confirms to the Seller that it has on or before the date of this Agreement instructed
the Buyer's Conveyancer to release to the Buyer the sum agreed under clause 18.11 or determined under clause 18.12 (together with
any interest accrued thereon) from the



 




    	23



    	 	 	 



    

 


			Retention Account on the date set out under clause 18.11 or determined under clause 18.12 and on
the same date to release to the Seller the sum being the balance of the Retention (if any) (together with any interest accrued
thereon) from the Retention Account and the Seller agrees with such instruction.



 


		20.	Apportionment of Rent Due Under the Occupational Lease & Top-Up



 


		20.1	In this clause the following definitions apply:



 


	Occupational Lease Rent 	the sum of the annual rent reserved by clause 2.3.2 of the Occupational Lease and the "Initial Break Fee" (as defined in the Occupational Lease) reserved by clause 2.3.1 of the Occupational Lease;
	 	 
	Occupational Lease Rent Payment Day 	a day under the Occupational Lease for payment of the Occupational Lease Rent or an instalment of the Occupational Lease Rent; and
	 	 
	Top Up Amount	the sum calculated under clause 20.4;


 


		20.2	The Occupational Lease Rent will be apportioned so that on completion the Seller will pay or allow
the Buyer:



 


(A x B) ÷ 365


 


where:


 


A is the Occupational
Lease Rent at the rate payable at the day of completion; and


 


B is the number of days
from and including the day of completion to but excluding the next Occupational Lease Rent Payment Day.


 


		20.3	On the Completion Date the Seller shall allow by way of a deduction on the completion statement
the Top Up Amount and the Buyer shall pay to the Seller the Premium less the Top Up Amount.



 


		20.4	The Top Up Amount the sum calculated using the following formula:



 


(C ÷
365) x D


 


where:


 


C is
the sum of six hundred and seven thousand three hundred and twenty pounds and seventy five pence (£607,320.75); and


 




    	24



    	 	 	 



    

 


D is
the number of days from and including the day of completion to but excluding 5 November 2015.


 


		21.	Arrears Due Under the Occupational Lease



 


		21.1	In this clause, Arrears
means all sums due from the Occupational Tenant to the Seller before completion but which have not been received by the Seller
as cleared funds at least five (5) working days before completion.



 


		21.2	No allowance or apportionment of arrears will occur on completion.



 


		21.3	If either the Buyer or the Seller receives any money in respect of the Arrears as cleared funds
after completion, then, subject to completion having taken place, it will pay a proportionate amount to the other within ten (10)
working days after the cleared funds have been received.



 


		22.	Indemnity



 


The Seller indemnifies the Buyer against
all liabilities, damages, losses, claims, actions, proceedings, fees, costs and expenses which the Buyer may properly suffer or
incur as a result of any liability of the Buyer under the Seller's obligations under the agreement for underlease dated 9 January
2009 and made between (1) the Seller and (2) the Occupational Tenant (Agreement for Underlease) until and to the extent
that the Seller is released from such liability whether under clause 25 of the Agreement for Underlease or otherwise.


 


		23.	Registration



 


		23.1	As soon as reasonably practicable after the date of completion the Seller shall procure that:



 


		23.1.1	the Initial Transfer is registered at the Land Registry so that the Seller is registered with title
absolute as the registered:



 


		23.1.1.1	freehold proprietor of the land in title number WYK870795; and



 


		23.1.1.2	the leasehold proprietor of the land in title number WYK870806; and



 


		23.1.2	title number WYK873277 is closed at the Land Registry.



 


		23.2	The Seller shall ensure that any requisitions raised by the Land Registry in connection with the
applications referred to in clause 23.1 are dealt with promptly and properly.



 


		23.3	Within five (5) working days after completion of each of the applications referred to in clause
23.1 the Seller shall send to the Buyer official copies of the respective registered titles showing the completed registrations
pursuant to clause 23.1.



 




    	25



    	 	 	 



    

 


		23.4	Promptly following the completion or (if later) following the date the Seller has complied with
clauses 23.1 and 23.2, the Buyer shall apply to register the Lease at the Land Registry. If after six (6) weeks from the date of
completion the Seller has failed to register the Initial Transfer in accordance with clause 23.1, the Buyer shall be entitled to
apply to register its interest against the Seller's leasehold title numbers WYK873277 and WYK870806.



 


		23.5	The Buyer shall ensure that any requisitions raised by the Land Registry in connection with an
application for registration are dealt with promptly and properly.



 


		23.6	Within one (1) month after completion of the registration, the Buyer shall send to the Seller official
copies of the respective registered titles showing the completed registration pursuant to this clause 22.



 


		24.	Management



 


		24.1	From the date of this Agreement until completion, the Seller will manage the Property in accordance
with its normal management practice, and in particular, but without limitation, the Seller will:



 


		24.1.1	comply with all landlord covenants in the Occupational Lease;



 


		24.1.2	deal properly and promptly with:



 


		24.1.2.1	any applications for licences or consents made under the Occupational Lease; and



 


		24.1.2.2	any other dispute, arbitration, application, claim or matter relating to the Property or its occupation;
and



 


		24.1.3	consult with the Buyer and comply with the Buyer’s reasonable requirements in connection
with all matters in this clause but the Seller will not be obliged to comply with any requirement where compliance may result in
the Seller either being materially prejudiced or incurring any liability under the Landlord and Buyer Act 1988.



 


		24.2	The Buyer will pay to the Seller on demand and keep the Seller indemnified against:



 


		24.2.1	all claims arising after the date of this Agreement or notified to the Seller after the date of
this Agreement, from the Occupational Lease, except where the claim arises from the act or default of the Seller; and



 







    	26



    	 	 	 



    

  


		24.2.2	all losses, costs and expenses incurred or suffered by or awarded against the Seller consequent
on the Seller acting in accordance with the Buyer’s requirements under this clause.



 


		24.3	Conditions 4.1, 4.2 and 4.3 do not apply to this Agreement.



 


		25.	Entire Agreement



 


		25.1	This Agreement and the documents annexed to it constitute the entire agreement and understanding
of the parties and supersedes any previous agreement between them relating to the subject matter of this Agreement.



 


		25.2	The Buyer acknowledges and agrees that in entering into this Agreement, the Buyer does not rely
on and shall have no remedy in respect of any statement, representation, warranty, collateral agreement or other assurance (whether
negligently or innocently made) of any person (whether party to this Agreement or not) other than as expressly set out in this
Agreement or the documents annexed to it or in any written replies which the Seller's Conveyancer has given to any written enquiries
raised by the Buyer's Conveyancer before the date of this Agreement. Nothing in this clause shall, however, operate to limit or
exclude any liability for fraud.



 


		25.3	Condition 9.1.1 is varied to read, "If any plan or statement in the contract or in written
replies which the seller's conveyancer has given to any written enquiry raised by the buyer's conveyancer before the date of this
Agreement, is or was misleading or inaccurate due to an error or omission the remedies available are as follows.".



 


		25.4	This Agreement may be signed in any number of duplicate parts all of which taken together will
on exchange constitute one contract.



 


		26.	Notices



 


		26.1	Any notice given under this Agreement must be in writing and signed by or on behalf of the party
giving it.



 


		26.2	Any notice or document to be given or delivered under this Agreement must be given by delivering
it personally or sending it by pre-paid first class post or recorded delivery to the address and for the attention of the relevant
party as follows:



 


		26.2.1	to the Seller at the Seller's Conveyancer provided that the notice or document is accompanied
by a communication bearing the Seller's Conveyancer’s



 




    	27



    	 	 	 



    

 


			correspondence reference or the name of the person dealing with the matter and sufficient information
to enable the matter to be identified; and



 


		26.2.2	to the Buyer at Moor Park Capital Partners LLP, Frogs Leap, Fulshaw Park Wilmslow SK9 1QQ for the
attention of Michael Glaser and Ross Taylor and to the Buyer's Conveyancer provided that the notice or document is accompanied
by a communication bearing the Buyer's Conveyancer’s correspondence reference or the name of the person dealing with the
matter and sufficient information to enable the matter to be identified.



 


		26.3	Giving or delivering a notice or a document to a party's conveyancer has the same effect as giving
or delivering it to that party.



 


		26.4	Any such notice will be deemed to have been received:



 


		26.4.1	if delivered personally, at the time of delivery provided that:



 


		26.4.1.1	if delivery occurs before 9.00 am on a working day, the notice will be deemed to have been received
at 9.00 am on that day; and



 


		26.4.1.2	if delivery occurs after 5.00 pm on a working day, or at any time on a day that is not a working
day, the notice will be deemed to have been received at 9.00 am on the next working day; and



 


		26.4.2	in the case of pre-paid first class or recorded delivery post, at 9.00 am on the working day after
posting.



 


		26.5	In proving service, it will be sufficient to prove that delivery was made or that the envelope
containing the notice or document was properly addressed and posted as a prepaid first class or recorded delivery letter.



 


		26.6	A notice given or document delivered under this Agreement will not be validly given or delivered
if sent by fax or e-mail.



 


		27.	Rights of Third Parties



 


A person who is not a party to this Agreement
may not enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.


 




    	28



    	 	 	 



    

 


		28.	Severance



 


		28.1	If any provision of this Agreement (or part of any provision) is found by any court or other authority
of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.



 


		28.2	If any invalid, unenforceable or illegal provision would be valid, enforceable and legal if some
part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention
of the parties.



 


		28.3	The parties agree, in the circumstances referred to in clause 28.1 to attempt to substitute for
any invalid or unenforceable provision a valid and enforceable provision which achieves, to the greatest extent possible, the same
effect as would have been achieved by the invalid or unenforceable provision. The obligations of the parties under any invalid
or unenforceable provision of this Agreement shall be suspended while an attempt at such substitution is made.



 


		29.	Governing Law and Jurisdiction



 


		29.1	This Agreement and any dispute or claim arising out of or in connection with it or its subject
matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law
of England and Wales.



 


		29.2	The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction
to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including
non-contractual disputes or claims).



 


		29.3	Each party irrevocably consents to any process in any proceedings arising out of or in connection
with this Agreement under clause 29.2 being served on it in accordance with the provisions of this Agreement relating to
service of notices. Nothing contained in this Agreement will affect the right to serve process in any other manner permitted by
law.



 


		30.	Construction Assignment and Warranties



 


		30.1	Prior to the Construction Assignment Longstop Date the Seller shall:



 


		30.1.1	enforce the provisions of the Building Contract and/or the Construction Documents in relation to
the remediation of defects; and



 


		30.1.2	procure the issue of the notice of completion of making good pursuant to the Building Contract.



 




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		30.2	Upon the issue of the notice of completion of making good of defects the Seller shall provide a
copy to the Buyer within five (5) working days.



 


		30.3	Subject to clause 30.4 and clause 30.5, the Seller will use reasonable endeavours to procure the
Warranties are issued in favour of the Buyer by the Warrantors (together with evidence of the Warrantors' current professional
indemnity policies of insurance). If all of the Warranties have not been completed in favour of the Buyer by the Construction Assignment
Longstop Date then the Buyer and the Seller will execute and complete the Construction Assignment, in duplicate or original and
counterpart provided that on provision of the last of the completed Warranties (together with evidence of the Warrantors'
current professional indemnity policies of insurance) to the Buyer the Seller shall not be obliged to enter into the Construction
Assignment under this clause or clause 30.4.



 


		30.4	Subject to clause 30.5, the Buyer in its absolute discretion may, by written notice to the Seller,
require at any time on or after the Completion Date that the Buyer and the Seller execute and complete the Construction Assignment,
in duplicate or original and counterpart.



 


		30.5	Where the Construction Assignment is to be entered into under clause 30.3 or clause 30.4:



 


		30.5.1	the schedule to the Construction Assignment shall only include those of the Construction Documents
(as defined in the Construction Assignment as at the date of this Agreement) for which the Buyer has not received Warranties from
the Warrantors; and



 


		30.5.2	on completion of the Construction Assignment the Seller's obligation in clause 30.3 shall immediately
terminate.



 


		30.6	The Seller shall use reasonable endeavours to supply to the Buyer evidence of the Warrantors' professional
indemnity policies of insurance (to the extent that the same have not already been supplied on or before the date of this Agreement)
and the Contractor's policies of insurance prior to the Construction Assignment Longstop Date



 


Executed in the manner set out below
on the date hereof.


 




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	Signed by	 	 
	 	 	 
	/s/ E Camonn Laverty	 	 /s/ Coolatiny Developments Limited
	 	 	(signature of authorised signatory)
	for and on behalf of	 	 
	 	 	 
	Coolatinney Developments Limited	 	 
	 	 	 
	Signed by	 	 
	 	 	 
	/s/ Jesse C. Galloway	 	Jesse C. Galloway
	 	 	(signature of authorised signatory)
	for and on behalf of	 	 
	 	 	 
	ARC PFBFDUK001, LLC	 	 


 


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