Clause

Headings

Page

1.

DEFINITIONS

1

2.

INTERPRETATION

9

3.

AGREEMENT FOR LEASE

10

4.

MARKETING CONTRIBUTION

10

5.

SPECIFICATION

10

6.

THE DEVELOPER’S WORKS

11

7.

COMPLETION OF OTHER WORKS

13

8.

VARIATIONS TO DEVELOPER’S WORKS

13

9.

SITE VISITS, MEETINGS AND IP LICENCES

14

10.

TENANT’S VARIATIONS

15

11.

SECTIONAL COMPLETION

19

12.

DEFECTS

22

13.

PROFESSIONAL TEAM APPOINTMENTS, CONSTRUCTION MANAGEMENT AGREEMENT, TRADE CONTRACTS AND THIRD PARTY RIGHTS

24

14.

TENANT’S WORKS

25

15.

OCCUPATION

28

16.

MEASUREMENT

28

17.

OPTIONS

29

18.

LEASE GRANT

29

19.

SECOND FLOOR OPTION

31

20.

LOCAL LAND CHARGES ETC

32

21.

CIL INDEMNITY

32

22.

TITLE

32

23.

GROUND FLOOR RETAIL AND LEISURE

32

24.

ADJACENT OFFICE SPACE

33

25.

TERMINATION

33

26.

ALIENATION

34

27.

INSURANCE

34

28.

CONFIDENTIALITY

36

29.

DISPUTES

37

30.

CAPITAL ALLOWANCES

38

31.

VALUE ADDED TAX

39

32.

NOTICES

40

33.

NON-MERGER

41

34.

GUARANTEE OF TENANTS OBLIGATIONS

41

35.

GUARANTEE OF DEVELOPER’S OBLIGATIONS

42

36.

INDEMNITIES

42

37.

INTEREST

43

38.

LAW AND JURISDICTION

43

39.

EXCLUSION OF THIRD PARTY RIGHTS

43

40.

ENTIRE AGREEMENT, REPRESENTATIONS AND DECLARATIONS

43

41.

SEVERANCE

43

SCHEDULE 1 TENANT OPTION

44

(1)

B.L.C.T. (PHC 15A) LIMITED whose registered office is at 47 Esplanade, St Helier, Jersey JE1 OBD c/o York House, 45 Seymour Street, London W1H 7LX (Co. Regn. No: 76075) (the “Landlord”);

(2)

BLUEBUTTON DEVELOPER COMPANY (2012) LIMITED whose registered office is at York House, 45 Seymour Street, London, W1H 7LX (Co. Regn. No: 08034527) (the “Developer”);

(3)

BLUEBUTTON PROPERTIES UK LIMITED whose registered office is at York House, 45 Seymour Street, London, W1H 7LX (Co. Regn. No: 08034527) (the “Developer’s Guarantor”);

(4)

MIMECAST SERVICES LIMITED whose registered office is at 6th Floor, CityPoint, One Ropemaker Street, London EC2Y 9AW (Co. Regn. No: 04901524) (the “Tenant”); and

(5)

MIMECAST LIMITED whose registered office is at 22 Grenville Street, St Helier, Jersey JE4 8PX c/o 6th Floor, CityPoint, One Ropemaker Street, London EC2Y 9AW (Co. Regn. No: 119119) (the “Tenant’s Guarantor”).

1.

DEFINITIONS

(a)

reduce the performance characteristics and/or quality of the specification of the materials being replaced save where the effect of such reduction shall be negligible;

(b)

reduce the Measured Area by more than 3 per cent below the target Measured Area when considered in aggregate with any previous Material Alteration or otherwise;

(c)

omit or adversely affect the delivery of the following items:

(i)

reception area of a size and location as per the plan included in the Specification;

(ii)

2 x ground floor office entrances on and serving Wilson Street and Finsbury Avenue Square;

(iii)

8 x passenger lifts (2 of which double as goods lifts and one of which serves the Roof Terraces). Each bank of 4 lifts to be secure and served by turnstiles;

(iv)

1 x DDA lift connecting basement shower and bike facilities to the ground floor;

(v)

1 x staircase connecting basement shower and bike facilities to the ground floor;

(vi)

1 x central kiosk/reception beacon;

(vii)

1 x dedicated Mimecast reception desk shown on the plan attached to the Reception Desk Side Letter;

(viii)

triple height central reception area with exposed beams and light feature;

(ix)

floor finish to be one or a combination of polished concrete screed and oiled timber boarding;

(x)

reduce the available electricity capacity for the exclusive use of the Premises to less than is detailed in the Specification or reduce the available emergency electrical generator capacity to less than is detailed in the Specification; and

(xi)

access to the Roof Terraces;

(d)

adversely affect the quality of the external envelope of the Developer’s Works as described in the Specification; or

(e)

adversely affect the supply of services to the Developer’s Works or the means of connection of any such utility to the relevant public supply (if appropriate) from that set out in the Specification; or

(f)

affect the basic floor configuration of the floors of the Premises (including the location and size of the structural columns), reduce the floor to ceiling heights or alter the positions of lift shafts and stairwells as shown in the Specification as at the date of this agreement;

(g)

materially affect the performance of the Building Services as detailed in the Specification; or

(h)

materially affect the ability of the Tenant to carry out the Tenant’s Works after the Date of Sectional Completion of the relevant Section.

(a)

any materials which at the time of specification or use are generally considered by construction industry professionals as:

(i)

being deleterious in themselves;

(ii)

becoming deleterious when used in a particular situation or in combination with other materials;

(iii)

becoming deleterious without a level of maintenance which is higher than that which would normally be expected in a building of a comparable type: or

(iv)

being damaged by or causing damage to the structure in which they are incorporated or to which they are affixed.

(i)

of the materials themselves;

(ii)

of any materials to which they are affixed or connected or to which they relate; or

(iii)

of the structure and/or systems in which they are incorporated or to which they are affixed or connected or to which they relate;

(b)

any materials identified in the Publication “Good Practice in the Selection of Construction Materials” (2011) (British Council for Offices) otherwise than in accordance with the guidance contained in such publication;

(a)

the Date of Sectional Completion of Section One; and

(b)

(if appropriate) the Date of Notional Sectional Completion;

(a)

Section One; and

(b)

Section Two;

(a)

the professional consultants including the architect, services engineer, structural engineer, employer’s agent and any other consultant with material design responsibility whose services are from time to time engaged in connection with the Tenant’s Works; and

(b)

the main contractor engaged by the Tenant in connection with the Tenant’s Works,

(a)

the Date of Sectional Completion of Section One; and

(b)

(if appropriate) the Date of Notional Sectional Completion;

2.

INTERPRETATION

2.1

Any words and expressions common to this agreement and the Leases (whether in the particulars set out at the beginning of the Leases or in the body of the Leases (including any schedules thereto)) shall have the same meaning ascribed to them in the Leases, and for the purposes of this clause 2.1 “Lease” means the lease in the Agreed Form at Annexure D.

2.2

Where a party is more than one person, their obligations are joint and several.

2.3

An obligation:

2.3.1

not to do or omit anything is also an obligation not to permit or tolerate it being done or omitted by anyone deriving title from the person owing the obligation or by its or their employees or agents and to prevent or, as appropriate, to require it being done;

2.3.2

to do or not omit anything is also an obligation to procure it; and

2.3.3

to make any payment requires it to be made so that the payee receives full value in cleared sterling funds on the date the payment is due.

2.4

References in this agreement to:

2.4.1

any clause or schedule are to those of this agreement and references to any paragraph are to those of the clause or schedule in which the reference appears;

2.4.2

a person entering the Premises extend to anyone authorised by that person (subject to any contrary provision in this agreement) and to remaining on the Premises for so long as is reasonably necessary with equipment;

2.4.3

a demand mean a written one;

2.4.4

any consent or approval of any party mean a written one signed on thatparty’s behalf before the act requiring it and any consent or approval will not be unreasonably withheld or delayed unless stated to be at the discretion of a party;

2.4.5

the Premises extend, where the context permits, to any part of them;

2.4.6

a specific Act include every modification, consolidation and re-enactment and extension of it;

2.4.7

any payment being due from any party to any other mean that It is exclusive of any VAT;

2.4.8

anything which is stated to include anything else does not, by the inclusion, limit the generality of the matter referred to;

2.4.9

the RICS extend to its President or acting President for the time being.

2.5

Clause and paragraph headings do not affect the construction of this agreement.

3.

AGREEMENT FOR LEASE

3.1

In consideration of the Tenant’s obligations under this agreement, the Landlord will grant to the Tenant and the Tenant will accept from the Landlord each Lease on the terms set out in this agreement.

3.2

No purchase price, premium or deposit is payable under this agreement.

4.

MARKETING CONTRIBUTION

4.1

Parties to collaborate

4.2

Landlord’s contribution

5.

SPECIFICATION

5.1

Design development

5.1.1

The parties acknowledge that as at the date of this agreement the detailed design of each part of the Developer’s Works as set out in the Specification is not yet finalised.

5.1.2

The Developer will keep the Tenant informed on progress made in developing the design beyond RIBA Stage 4, and shall procure that the Construction Manager and the Design Team are instructed to make available to the Tenant (including where possible access on CAD and on line) status ‘A’ drawings and other design information in relation to the Developer’s Works throughout the design process.

5.2

Tenant design

5.2.1

The Landlord and the Tenant agree that the Tenant shall have the ability to choose the final design in respect of the Design Option Items.

5.2.2

The Landlord shall provide the Tenant with the options for each Design Option Item as soon as reasonably practicable once the design options are available and in any event at least two weeks prior to the date set out against each Design Option Item in Part C of the Specification.

5.2.3

The Tenant shall make its selection in respect of each Design Option Item by notifying the Landlord in writing of its choices no later than the date set out against each Design Option Item in Part C of the Specification.

5.2.4

If the Tenant does not notify the Landlord of its choices (in respect of any or all of the Design Option Items) prior to the specified deadlines, the Landlord shall deliver the default design in respect of any such Design Option Items as set out in Part C of the Specification.

5.3

Final Specification

5.3.1

Once the detailed design for all aspects of the Specification has been finalised in accordance with clauses 5.1 and 5.2, the Landlord shall provide a copy of the final-form specification to the Tenant and such document shall become the Specification for the purposes of this agreement. Once finalised, the Specification is not to be altered, modified or omitted unless in accordance with clause 8.

5.3.2

The parties agree that the development of the design in accordance with this clause 5 shall not constitute a change for the purposes of clause 8 and the provisions of clause 8 shall not apply in relation to the development of the Specification and to further iterations of the Specification which may be agreed between the Developer and the Tenant under this clause 5, except to the extent that the development of the Specification under this clause 5 would amount to a Material Alteration.

6.

THE DEVELOPER’S WORKS

6.1

Execution of Developer’s Works

6.1.1

at its own expense;

6.1.2

in compliance with all Requisite Permissions;

6.1.3

in a good and workmanlike manner, using good quality materials and without using Prohibited Materials;

6.1.4

using reputable contractors;

6.1.5

in accordance with the Specification;

6.1.6

in accordance with all Acts and any enforceablerequirements of any competent authority which in either case shall affect the execution and completion of the Developer’s Works, including the lawful requirements of the local fire authority;

6.1.7

in compliance with all lawful requirements of any water, gas or electricity authority and any applicable codes of practice affecting the construction industry; and

6.1.8

in accordance with its obligations under the GDM Regulations,

6.2

BREEAM rating

6.3

Timetable

6.4

Delays to programme

6.4.1

The Developer shall report regularly to the Tenant as to the progress of the Developer’s Works as against the Programme and shall promptly advise the Tenant if the Developer’s Works are subject to material delay (being a delay which the Developer considers, acting reasonably, that will cause the completion of the Developer’s Works to be delayed more than five (5) Working Days), including any Tenant Delay.

6.4.2

The Developer shall use all reasonable and commercially prudent endeavours to manage, reduce and mitigate any delay to the Developer’s Works.

6.4.3

If the Developer is of the opinion that the Developer’s Works or any Section will not be completed or are unlikely to be completed by the relevant anticipated date as specified in the then current programme for the Developer’s Works then the Landlord shall so advise the Tenant in writing and identify the new anticipated completion date.

6.5

Extensions of time

6.5.1

The Target Access Date shall be subject to such extensions of time as may be due to delays caused to the progress of the Developer’s Works or any part thereof by:

(A)

any Relevant Event; or

(B)

any Tenant Delay;

6.5.2

Without prejudice to clause 6.4.2, if there is any delay in the Developer’s Works caused by a Relevant Event then the Landlord and the Developer shall use all reasonable and commercially prudent endeavours to mitigate such delay and details of such delay shall be provided to the Tenant as soon as reasonably practicable and the Target Access Date shall be extended by a period equal to the period of delay caused by the Relevant Event as properly certified in writing by the Construction Manager acting fairly and reasonably.

6.6

Adjustment of Rent Commencement Date

6.6.1

If Sectional Completion of Section One has not occurred by the Target Access Date, the Rent Commencement Date shall be adjusted as follows:

(A)

for the first three months immediately following the Target Access Date, the Rent Commencement Date shall be deferred on a day-for-day basis for each day of delay beyond the Target Access Date;

(B)

for the fourth, fifth, sixth, seventh and eighth months following the Target Access Date, the Rent Commencement Date shall be deferred by two days for each day of delay beyond the first month following the Target Access Date; and

(C)

from the end of the eighth month following the Target Access Date, the Rent Commencement Date shall be deferred by three days for each day of delay beyond the end of the fourth month following the Target Access Date.

6.7

CDM Regulations

6.7.1

be the only client for the purposes of the CDM Regulations;

6.7.2

comply with its obligations as a client for the purposes of the CDM Regulations; and

6.7.3

appoint a principal designer and a principal contractor in respect of the Developer’s Works and take all reasonable steps to ensure that each is provided with the relevant information to enable them to perform their duties under the CDM Regulations.

6.8

Provision of information to Tenant

6.9

Wiredscore

6.10

EPC

7.

COMPLETION OF OTHER WORKS

7.1

The Developer shall use all reasonable and commercially prudent endeavours to procure that practical completion of any Developer’s works to the communal roof terrace on level 8 of the Building and the ground floor retail areas visible from the office common parts, including:

7.1.1

the external facades on Wilson Street, Finsbury Avenue Square and White Cross Place; and

7.1.2

the internal frontages facing into the office reception,

7.2

If the works referred to in clause 7.1 are not practically complete by Sectional Completion of Section One, the Developer will provide suitable temporary finishes and hoardings so that the Office Common Parts are accessible and available for use by the Tenant.

7.3

The Developer shall procure that practical completion of the Delivery Areas and the Roof Plant Areas shall be achieved by 1 September 2019.

8.

VARIATIONS TO DEVELOPER’S WORKS

8.1

Permitted Variations

8.1.1

The Landlord may without obtaining approval from the Tenant make any Permitted Variations.

8.1.2

The Landlord shall notify the Tenant of any Permitted Variation and the reason for it, and shall as soon as reasonably practicable provide details, drawings and other appropriate information to identify the change (save as aforesaid).

8.2

Material Alterations

8.2.1

The Landlord shall not make any Material Alteration without obtaining the prior written approval of the Tenant (which shall not be unreasonably withheld).

8.2.2

If the Landlord proposes to make any Material Alteration it shall provide to the Tenant details of such proposed alteration together with copies of all drawings, plans and specifications relating thereto and the reason for such alteration.

8.2.3

The Tenant and the Landlord both acting reasonably shall work together to achieve agreement to any Material Variation notified under this clause 8.2 within 10 Working Days of submission of information provided by the Landlord pursuant to clause 8.2.2.

8.2.4

If the Tenant does not respond to the Landlord’s request for approval within the timetable stated in this clause 8.2 the change shall be deemed to have been approved by the Tenant and the Landlord shall be entitled (but not obliged) to make the relevant change.

9.

SITE VISITS, MEETINGS AND IP LICENCES

9.1

Entry onto Premises to view Developer’s Works

9.1.1

The Landlord shall permit the Tenant and its advisers (but limited to four or such greater number of people as is reasonable in the circumstances) at all reasonable times and at reasonable intervals, to enter onto the Premises (accompanied by a representative of the Landlord if the Landlord shall so require and whom the Landlord shall make available) to view the progress of the Developer’s Works or a Section or to prepare designs and tenders for the Tenant’s Works subject nevertheless to:

(A)

reasonable (and in any event not less than 48 hours’) notice being given to the Landlord and the Developer;

(B)

compliance with:

(1)

the proper and reasonable safety and site management requirements imposed by each of the Developer and the Construction Manager; and

(2)

any insurance requirements imposed by the insurers of the Developer’s Works;

(C)

the progress of the Developer’s Works not being materially impeded; and

(D)

any photographs taken by or on behalf of the Tenant not being provided or released to any third party other than arty of the Tenant’s advisers for the purposes of the Tenant’s Works or its employees in connection with clause 4 without the Landlord’s approval (which shall be at the Landlord’s discretion).

9.1.2

The Landlord shall procure that the Tenant is given not less than five (5) Working Days’ notice of any proposed testing and commissioning in respect of any element of the Building Services comprised within the Developer’s Works and installed within the Premises and shall permit the Tenant and its advisers (but limited to four) to attend any such testing or commissioning subject to compliance with the same conditions as are set out in clauses 9.1.1(B) and 9.1.1(D).

9.2

Progress meetings and updates

9.3

Representations by Tenant

9.3.1

nothing in this clause 9.3 shall interfere in any way with the rights or obligations of the Developer under the Construction Management Agreement; and

9.3.2

any representations made by or on behalf of the Tenant shall be made in writing direct to the Landlord and the Developer within two Working Days after the relevant meeting or testing and commissioning as appropriate and shall not be made to the Construction Manager or any other party (except for the Verification Engineer) involved in the carrying out. testing, commissioning or completion of the Developer’s Works or any element of them.

9.4

Licence to Tenant to use drawings etc

9.5

Restrictions on copyright to be observed

9.5.1

The Tenant shall, and shall use reasonable endeavours to procure that each member of the Tenant’s Professional Team shall, observe all restrictions on copyright and other intellectual property rights applicable to and treat as supplied in confidence all drawings, plans, specifications, cost information, contracts, documents and calculations supplied by the Landlord, the Developer, the Construction Manager or any member of the Professional Team in connection with or related to the Developer’s Works.

9.5.2

The Tenant shall not use or permit to be used any of the documentation referred to in clauses 9.4 and 9.5.1 otherwise than exclusively in connection with the planning and execution of the Tenant’s Works and any other purposes authorised or required under this agreement including but not limited to clause 4.

9.5.3

The Tenant shall indemnify the Landlord and the Developer against all claims, losses, damages, costs and expenses incurred by the Landlord and/or the Developer as a result of any breach by the Tenant of this clause 9.5.

10.

TENANT’S VARIATIONS

10.1

Request for Tenant’s Variations

10.2

Scope of Tenant’s Variations

10.3

Developer’s ability to reject request for Tenant’s Variations

10.3.1

affects or might reasonably be expected to affect the structural integrity of the Developer’s Works or any other works the Developer is carrying out at the Building;

10.3.2

gives rise to or require changes to the quality, appearance or finish of the external envelope of the Developer’s Works or any other works the Developer is carrying out at the Building or might give rise or require any such change;

10.3.3

would, or in the Developer’s reasonable opinion might reasonably be expected to, cause any delay to any other works the Developer is carrying out at the Building;

10.3.4

could be incorporated into the Tenant’s Works in a reasonably economic and efficient manner;

10.3.5

would involve to an unreasonable extent the dismantling, removal, alteration or demolition of Developer’s Works or any other works the Developer is carrying out at the Building in the course of construction or completed;

10.3.6

would involve the cancellation of any order already placed unless the Tenant agrees fully to indemnify the Developer in respect of such cancellation on terms reasonably required by the Developer;

10.3.7

would in the Landlord’s opinion result in a diminution of the market rental value of the Premises on review;

10.3.8

would prevent the Landlord or the Developer from complying with its obligations under this agreement (except for the Landlord’s obligation in clause 6.3); or

10.3.9

would not comply with the Planning Permission or any other Act if the Developer is required to undertake the Tenant’s Works as part of the Developer’s Works as relevant to the Developer’s Works.

10.4

Approval of Tenant’s Variations

10.4.1

if the Tenant’s Variation relates to the Specification, furnish the Developer with sufficient outline and concept information; or

10.4.2

otherwise, furnish the Landlord with sufficient information, including scaled architectural and engineering drawings and specifications showing the scope of the Tenant’s Variation,

10.5

Developer’s preparation of detailed design of the Tenant’s Variation

10.6

Estimate of costs

10.6.1

an estimate of the impact of incorporating each Tenant’s Variation on the Target Access Date; and

10.6.2

an estimate of the additional costs and expenses likely to be incurred by the Developer or (as the case may be) any costs and expenses likely to be saved by reason of the modification of the Developer’s Works to include each Tenant’s Variation including:

(A)

all reasonable professional fees and disbursements arising from any request by the Tenant for each Tenant’s Variation (whether or not such request is ultimately implemented);

(B)

the cost of any consequential reprogramming or resequencing of any element of the Developer’s Works;

(C)

the cost of any abortive works, including the cost of cancellation of any order already placed; and

(D)

any other costs incurred or likely to be incurred by the Developer resulting from the integration of each Tenant’s Variation into the Developer’s Works.

10.7

Tenant’s decision

10.7.1

The Tenant shall give notice to the Developer within 10 Working Days after receiving the Cost Consultant’s statement pursuant to clause 10.5 either that it does not wish to proceed with any Tenant’s Variation or that it wishes to proceed with all or some only of the Tenant’s Variations (and if some only, which ones).

10.7.2

If the Tenant does not give any notice to the Developer pursuant to clause 10.7.1 it shall be deemed to have served notice that it does not wish to proceed with any Tenant’s Variation.

10.7.3

If the Tenant either serves a notice that it wishes to proceed with some only of the Tenant’s Variations or serves or is deemed to have served a notice that it does not wish to proceed with any Tenant’s Variation, the Tenant shall pay or reimburse to the Developer within 10 Working Days of demand (accompanied by evidence of expenditure incurred) the reasonable and proper abortive costs and fees of the Developer in relation to the consideration of the Tenant’s request and the provision of the statement pursuant to clause 10.5.

10.8

Costing of Tenant’s Variations

10.8.1

Subject to the Tenant having notified the Developer that it wishes to proceed with some or all of the Tenant’s Variations pursuant to clause 10.7.1 the Developer shall procure that the Cost Consultant prepares a revised estimate of the cost of implementing each Tenant’s Variation which shall:

(A)

use an “open book” basis together with overheads and profits at a rate of 4%;

(B)

incorporate a more detailed assessment of any additional fees and costs (including design fees, statutory fees or charges, any internal costs of the Developer or additional fees which it reasonably and properly incurs in preparing such revised estimate and in implementing each Tenant’s Variation (including applying for and obtaining any Requisite Permissions));

(C)

incorporate a more detailed assessment of any impact of incorporating each Tenant’s Variation on the programme for the Developer’s Works and of any delay to the Target Access Date and the financial implications to the Developer of any such impact and delay;

(D)

incorporate a more detailed assessment of the cost of reprogramming or resequencing any elements of the Developer’s Works as a result of implementing any Tenant’s Variation;

(E)

incorporate a more detailed estimate of the cost of any abortive works, including the cost of cancellation of any order previously placed; and

(F)

incorporate any other costs incurred or likely to be incurred by the Developer resulting from the integration of each Tenant’s Variation into the Developer’s Works.

10.8.2

The Tenant shall give notice to the Developer within 10 Working Days of receiving the revised estimate pursuant to clause 10.8.1 whether it wishes to proceed with any Tenant’s Variation on the basis of the revised estimate and if it does not give such notice within 10 Working Days it shall be deemed to have decided not to proceed with the Tenant’s Variations and the provisions of clause 10.7.3 shall apply to any costs and fees incurred by the Developer in relation to the preparation of the revised estimate.

10.9

Developer to proceed with Tenant’s Variations

10.9.1

use reasonable endeavours to obtain at the Tenant’s sole cost any Requisite Permissions required for the relevant Tenant’s Variation; and

10.9.2

subject to having obtained all Requisite Permissions proceed diligently and expeditiously to implement each Tenant’s Variation and vary the Developer’s Works accordingly.

10.10

No suspension of Developer’s Works

10.11

Payment for Tenant’s Variations

10.11.1

The Tenant will pay to the Developer the aggregate costs and expenses reasonably and properly incurred or suffered by the Developer in implementing any Tenant’s Variation as notified by the Developer pursuant to clause 10.8, such payment to be paid by instalments within 10 Working Days after receipt of each and every certificate issued by the Cost Consultant specifying the sums expended in relation to each Tenant’s Variation up to the date specified in such certificate.

10.11.2

The parties agree and acknowledge that the payments made by the Tenant to the Developer pursuant to clause 10.11.1 above are consideration for standard rated supplies for VAT purposes made to the Tenant. The Parties therefore agree that the Tenant shall, in addition to the amounts payable under clause 10.11.1, pay amounts in respect of VAT in accordance with clause 31.2 below.

10.11.3

The Developer warrants as at the date of this agreement to the Tenant that it is registered for gross payment under the CIS and the CIS Regulations and undertakes to notify the Tenant forthwith in writing if at any time prior to the payment of the final instalment under clause 10.11.1 it should cease to be registered for gross payment under CIS and the CIS Regulations and the Tenant shall be entitled to make all such deductions and withholdings as may be required to be made by law under CIS and the CIS Regulations from payments due to the Developer in respect of Tenant’s Variations.

10.12

Savings

10.13

Time of essence

11.

SECTIONAL COMPLETION

11.1

Tenant notice of inspection

11.2

Joint inspection

11.2.1

The Tenant and its advisers (but limited to four) shall be entitled to accompany the Construction Manager on its inspection of the relevant Section prior to the issue of any Certificate of Sectional Completion at which time the Tenant may make representations to the Construction Manager initially orally and subsequently in writing (with a copy to the Landlord and the Developer) and (provided that they are made within 48 hours after the ending of the inspection in writing and that the Construction Manager’s discretion is not fettered) the Developer shall request the Construction Manager to have due regard to such representations.

11.2.2

The Tenant acknowledges that any representations it makes pursuant to clause 11.2.1 shall be made initially only to the Construction Manager (and subsequently in writing with a copy to the Landlord and the Developer) and not to any other person involved in the execution of the Developer’s Works.

11.2.3

The Tenant also acknowledges that the Construction Manager’s independence and discretion in issuing any Certificate of Sectional Completion shall not be fettered (subject only to clause 10.7) and that such statement may be issued subject to any defects, shrinkages or other faults set out in the Snagging List.

11.3

Certificate of Sectional Completion not issued

11.4

Copy of Certificate of Sectional Completion

11.5

Certificate of Sectional Completion final and binding

11.6

Condition at Sectional Completion

11.6.1

The Developer shall procure that at the Date of Sectional Completion the relevant part of the Premises shall be left:

(A)

in a clean and tidy condition;

(B)

cleared of all unused building materials and plant and equipment used in the Developer’s Works for the Section in question;

(C)

capable of being made secure from the rest of the Building; and

(D)

with means of escape signage complete.

11.6.2

The Developer shall procure that as at the Date of Sectional Completion of Section One:

(A)

the Delivery Areas and routes of access thereto from and to the Premises can be properly and safely accessed by the Tenant and properly used in connection with the carrying out of the Tenant’s Works in accordance with the Fit-Out Guide; and

(B)

the Roof Plant Areas together with connecting risers can be properly and safely accessed by the Tenant and properly used for the installation of the Tenant’s plant together with the installation of conduits in the connecting risers.

11.7

Information to be supplied to the Tenant

11.7.1

Upon the Date of Sectional Completion for each Section, the Developer shall deliver to the Tenant one hard copy and one electronic copy of the following documents (where applicable to that Section):

(A)

the latest draft versions of the as built/record drawings, test and commissioning records, certificates, test data and operating and maintenance manuals for the Developer’s Works;

(B)

the latest draft version of the Health and Safety File for the Developer’s Works required by and compliant with the CDM Regulations;

(C)

available commissioning data for the Developer’s Works;

(D)

copies of the Third Party Rights Notices referred to in clause 13.4;

(E)

copy of the commissioning activity schedule from the Verification Engineer addressed to the Landlord and the Tenant confirming that the Building Services in relation to the Developer’s Works are functioning in accordance with the Specification pursuant to the final commissioning and testing procedure set out in clause 11.8.2 to enable commencement of the Tenant’s Works;

(F)

email confirmation from the District Surveyor confirming the Developer’s Works are appropriately compliant with the building regulations to enable commencement of the Tenant’s Works;

(G)

measurement report prepared pursuant to clause 16.1.3 of this Agreement;

(H)

meter readings;

(I)

evidence of the discharge or compliance with the relevant conditions attached to the Planning Permission and / or the Listed Building Consent which are required to be complied with before the Tenant can occupy and use the Premises and the Office Common Parts,

11.7.2

Keys to the Premises shall be delivered to the Tenant in accordance with the Fit Out Guide.

11.7.3

The Developer shall procure the production to the Tenant of the final versions of the documentation referred to in:

(A)

clause 11.7.1(C) within three Working Days of the Date of Sectional Completion of the relevant Section:

(B)

clause 11.7.1(F) within five Working Days of the Date of Sectional Completion of the relevant Section; and

(C)

clause 11.7.1(A) and 11.7.1(B) within eight weeks of the Date of Sectional Completion of each Section;

11.7.4

As soon as practicable after they are obtained by the Developer, the Developer shall procure the production to the Tenant of such of the Requisite Permissions as are relevant to the Developer’s Works.

11.8

Verification Engineer

11.8.1

The Developer and the Tenant shall jointly appoint the Verification Engineer (with the Developer and the Tenant each being responsible for a fair and reasonable proportion of the cost of the Verification Engineer) to document, witness and validate the final commissioning and performance testing process in accordance with the specifications relating thereto for such of the Building Services the supply and fixing of which is included in the Developer’s Works and the Tenant’s Works respectively both separately and together and the Verification Engineer shall be appointed on terms substantially in accordance with the draft appointment at Annexure V (with such amendments as may be agreed by the Developer and the Tenant both acting reasonably)

11.8.2

The Developer and the Tenant shall procure that the Verification Engineer is present and that the other is given not less than five (5) Working Days’ notice of and that each of them and their representatives are entitled to attend the proposed commencement of any procedures for documenting, witnessing and validating the final commissioning of and performance testing process of any relevant plant and machinery.

11.8.3

The Developer and the Tenant shall co-operate so as to procure the efficient testing and commissioning of the plant and machinery relating to each of the Developer’s Works and the Tenant’s Works and they shall each provide to the other all relevant commissioning and testing data and results.

11.8.4

Where any of the Building Services (the supply or fixing of which is included in the Developer’s Works) need to be commissioned or to be tested or balanced after the Tenant’s Works and occupation of the Premises or any part thereof the Landlord shall procure such commissioning, testing and balancing and the Landlord and the Tenant shall arrange for the Verification Engineer to be present for the commissioning, testing and balancing as part of the scope of services to be provided by the Verification Engineer.

11.8.5

The Developer shall be responsible for procuring the carrying out of any works that are required to be done in order to enable the Building Services to be commissioned as part of the relevant Developer’s Works and the Tenant shall be responsible for procuring the carrying out of any works that are required to be done in order to enable the mechanical or electrical machinery or installations forming part of the Tenant’s Works to be commissioned. To the extent however that any works connected with or arising from the

Tenant’s Works give rise to a need for commissioning, re-balancing, alteration of or adjustment to the Building Systems or other items which would otherwise be the Developer’s responsibility, the Developer shall at the Tenant’s cost procure the carrying out of any necessary works.

11.9

Simultaneous completion of Sections

12.

DEFECTS

12.1

Making good initial Defects

12.2

Subsequent Defects

12.3

Preparation of schedule of Defects

12.4

Making good Defects

12.4.1

The Developer shall within a reasonable time procure that all defects, shrinkages or other faults properly notified in accordance with clause 12.2 or properly specified in any schedule delivered to the Construction Manager in accordance with clause 12.3 are caused to be remedied by the Trade Contractors in accordance with the terms of the Trade Contracts, subject to the Tenant complying with clause 12.5.

12.4.2

If the Trade Contractors have not carried out the remedial works required by and in accordance with clause 12.4.1 the Developer shall carry out such works or arrange for them to be carried out at no cost to the Tenant within a reasonable period of time.

12.5

Access by Landlord to make good Defects

12.5.1

If the Tenant is in occupation of the Premises or the relevant part of them the Tenant shall permit the Landlord, the Developer, the Construction Manager, the Trade Contractors and all persons authorised by them and on having been given prior reasonable written notice to have access to such parts of the Premises as are necessary in order to allow the Landlord and the Developer to comply with the obligations under this clause 12 and the Tenant shall (at the Developer’s expense where reasonably and properly incurred by the Tenant) remove any trade fittings, wall finishes, carpets, property, stock and effects and other items necessary to expose areas of the Developer’s Works to enable the execution of remedial works but the Landlord shall procure that each such person so entering shall:

(A)

use all reasonable and commercially prudent endeavours to cause the minimum amount of interference and disruption as is reasonably practicable to the carrying out of the Tenant’s Works or any other works by the Tenant in the Premises and to the Tenant’s business;

(B)

comply with any reasonable directions and security precautions required by the Tenant so long as these shall not prevent the carrying out of the relevant works or inspection;

(C)

be accompanied at all times by a representative of the Tenant (so long as the Tenant provides one); and

(D)

make good as soon as reasonably practicable to the reasonable satisfaction of the Tenant any loss, damage or injury thereby caused to the Premises or the Tenant’s Works or the Tenant’s stock and chattels.

12.5.2

For so long as the Construction Manager, all persons authorised by him (and the Trade Contractors) shall require access to the Premises to make good defects during the execution of the Tenant’s Works the Landlord shall co-ordinate the remedying of defects with the execution of the Tenant’s Works and the Landlord and the Tenant shall procure that there shall be full liaison between each other’s respective contractors and workmen so as to minimise the length of any delays and the possibility of interference with each other’s works.

12.6

Limitation of Landlord’s and the Developer’s liability

12.6.1

Subject to clause 12.6.3 the Landlord and the Developer shall cease to be liable to the Tenant in respect of its obligations in clauses 5 to 10 (inclusive) and this clause 12 in respect of each Section after the expiry of two years from the Date of Sectional Completion save in respect of any claims for breach of such obligations notified by the Tenant to the Landlord and the Developer prior to the expiry of such period, provided such claims are not trivial or vexatious.

12.6.2

To the extent permitted by law and subject to clause 12.6.3 the Landlord and the Developer shall have no obligations or liability to the Tenant and the Tenant shall have no remedies in respect of the Developer’s Works other than those expressly set out in this agreement or the Leases.

12.6.3

Clause 12.6.2 shall not exclude or limit the Landlord’s and the Developer’s liability for death or personal injury caused by its negligence.

13.

PROFESSIONAL TEAM APPOINTMENTS, CONSTRUCTION MANAGEMENT AGREEMENT, TRADE CONTRACTS AND THIRD PARTY RIGHTS

13.1

Professional Team appointments

13.2

Alterations to Professional Team appointments and the Construction Management Agreement

13.2.1

any Professional Team Appointment; or

13.2.2

the Construction Management Agreement,

13.3

Trade Contracts

13.3.1

enter into the Trade Contracts with the Trade Contractors prior to the date of issue of the Certificate of Sectional Completion of Section One.

13.3.2

not agree any amendments to the form of each final form Trade Contract which would adversely affect the Tenant's Third Party Rights in relation to such Trade Contract save where such adverse effect would be negligible.

13.4

Third Party Rights

13.4.1

The Developer shall at its own expense procure the vesting in the Tenant of Third Party Rights from the Construction Manager, each member of the Design Team, the Cost Consultant and the Trade Contractors prior to the date of issue of the Certificate of Sectional Completion of Section One.

13.4.2

Notwithstanding the preceding provisions of this clause 13.4, the Developer shall be relieved of its obligation to procure the vesting of Third Party Rights in the case of any proposed party which has become insolvent prior to the due date for vesting of the relevant Third Party Right.

13.5

Substitute appointment of Construction Manager, Professional Team and Trade Contractor

13.5.1

If and to the extent that it is necessary to appoint a substitute to:

(A)

the Construction Manager;

(B)

any member of the Professional Team;

(C)

any Trade Contractor,

13.5.2

The Developer shall procure that any substitute Construction Manager or member of the Professional Team or (where the Trade Contract requires the Trade Contractor to maintain professional indemnity insurance) Trade Contractor appointed maintains professional indemnity insurance in an amount not less than an amount which the Construction Manager or member of the Professional Team or Trade Contractor which is being replaced was required to maintain pursuant to the Construction Management Agreement or relevant Professional Team Appointment or Trade Contract.

13.5.3

If a substitute Construction Manager or Professional Team member or Trade Contractor is appointed pursuant to clause 13.5.1 then the Developer shall at its own cost procure the vesting in the Tenant of a substitute Third Party Right from the substitute Construction Manager or Professional Team member or Trade Contractor in terms no less onerous than the third party right granted to the Tenant by the Construction Manager or Professional Team member or Trade Contractor (as the case may be) which is being replaced as soon as reasonably practicable after the date of the substitution and in any event before the date of completion of the Leases.

13.6

Waiver of rights

14.

TENANT'S WORKS

14.1

Approval of detailed works and Method Statement

14.1.1

The Tenant shall as soon as available submit in writing to the Landlord for its approval (such approval not to be unreasonably withheld or delayed) designs to RIBA Stage 3 or equivalent of its proposals for the Tenant's Works and a draft of the Method Statement (and in considering whether or not to grant its approval the Landlord shall not be deemed to be unreasonably withholding its approval if the Tenant's Works comprise alterations which the Landlord would be entitled to refuse to approve under the terms of a Lease).

14.1.2

The Method Statement shall contain the following information:

(A)

details of contact names for the consultants and contractors proposed for the design and carrying out of the Tenant's Works;

(B)

proposals for the regular liaison, co-ordination and co-operation between the Construction Manager and the Tenant's contractor and Tenant's Professional Team;

(C)

details of the order and timing proposed for the carrying out of each part of the Tenant's Works including proposals for deliveries to the Premises of materials and equipment for incorporation or use in the Tenant's Works.

14.1.3

Notwithstanding approval of the Method Statement if it transpires that the method of carrying out the Tenant’s Works is having an adverse effect on the completion of any of the Developer's Works the Landlord may require such amendments or variation to the Method Statement as are reasonably necessary to mitigate such effect.

14.2

Access

14.3

Carrying out of Tenant's Works

14.4

Signage

14.4.1

from the date of this agreement and whilst the Landlord has retained hoarding around the Building, permit the Tenant to erect and maintain signage on such hoarding; and

14.4.2

during the period of the Tenant's Works, permit the Tenant to erect and maintain signage on the interior of the windows of the Premises to be visible from the exterior of the Building,

14.5

Co-ordination with Developer’s Works

14.5.1

take such precautions at all times and at its own cost as the Landlord, the Developer and their insurers or any of them may reasonably require for the protection of the Premises and the Developer's Works from the effect of the Tenant's Works;

14.5.2

use only the contractors' entrances, lifts, stairways, routes, exits and other areas within the Building as shall be reasonably designated from time to time by or on behalf of the Landlord who shall be obliged to make or procure such designations;

14.5.3

insure at the Tenant's own cost the public liability of its fitting-out contractors;

14.5.4

use reasonable endeavours not to cause any delay to or interference with the Developer's Works nor give any instruction to the contractors engaged on them and shall make good all or any damage to the Building caused by the carrying out of the Tenant's Works;

14.5.5

comply with the construction phase health and safety plan as produced and managed by the Construction Manager and as notified to the Tenant.

14.6

Co-ordination with Tenant's Works

14.6.1

take such reasonable precautions at all times and at its own cost as the Tenant, and the Tenant’s Professional Team, their insurers or any of them may reasonably require for the protection of the Premises and the Tenant’s Works from the effect of the Developer's Works; and

14.6.2

use reasonable endeavours not to cause any delay to or interference with the Tenant's Works nor give any instruction to the contractors engaged on them (save in the case of an emergency) and shall make good all or any damage to the Tenant's property and the Premises caused by the carrying out of the Developer's Works.

14.7

CDM Regulations

14.7.1

be the only client for the purposes of the CDM Regulations;

14.7.2

comply with its obligations as a client for the purposes of the CDM Regulations; and

14.7.3

appoint a principal designer and a principal contractor in respect of the Tenant's Works and take all reasonable steps to ensure that each is provided with the relevant information to enable them to perform their duties under the CDM Regulations.

14.8

Health and Safety File

14.8.1

As soon as reasonably practicable after practical completion of the Tenant's Works and in any event within two months of practical completion of the Tenant's Works, the Tenant shall at its own cost supply the Landlord with a complete set of “as-built” scale drawings and the Health and Safety File for the Tenant's Works.

14.8.2

The Tenant shall use reasonable endeavours to ensure that there shall be granted to the Landlord a royalty-free and irrevocable non-exclusive licence to use and copy any information and documents or other materials comprised In the Health and Safety File for the Tenant's Works for any purpose connected with the Premises.

14.9

Fitting-Out Contribution

14.9.1

On completion of the Leases the Landlord shall pay to the Tenant the Fitting-Out Contribution, receipt of which the Tenant shall acknowledge in writing, as an inducement for the Tenant to execute and enter into the Leases.

14.9.2

The Fitting-Out Contribution shall comprise:

(A)

£25 per square metre (exclusive of VAT) of net internal area of the Premises in respect of carpet allowances; and

(B)

£75 per 10 square metres (exclusive of VAT) of net internal area of the Premises in respect of floor boxes; and

(C)

£100,000 (exclusive of VAT) in respect of an internal staircase between the 3rd, 4th and, if the Tenant so requires, the 5th floors of the Premises.

14.9.3

The Landlord and the Tenant consider that payment of the Fitting-Out Contribution is exempt from the application of the CIS under regulation 20 of the CIS Regulations but if and to the extent that payment of the Fitting-Out Contribution is not so exempt or the CIS applies to any other sum payable by the Landlord under this agreement, the Landlord and the Tenant agree to operate the CIS in accordance with the CIS Regulations. In particular the Landlord shall be entitled to make the required statutory deduction from any payment to the Tenant (including for the avoidance of doubt, any sum payable under this clause and clauses 4.2 and 18.11) in accordance with the CIS Regulations provided that the Landlord shall prior to the making of any such payment notify the Tenant in writing if the Landlord considers that the CIS will apply to the relevant payment or sum in which case the Landlord shall delay such payment (at the Tenant's request) for such time as is reasonable for the Tenant to obtain a CIS registration such that the relevant payment or sum is subject to a nil or reduced statutory deduction under the CIS Regulations.

14.10

Licence for Alterations

14.11

Tenant’s Professional Team

14.11.1

The Tenant as soon as practicable after the date of this agreement shall engage the Tenant’s Professional Team in relation to the Tenant’s Works on appointments and/or construction contracts providing for Warranties in favour of the Landlord. The appointments and/or construction contracts including the Warranties shall be in market standard form. The Tenant shall only be obliged to seek the Landlord’s approval (not to be unreasonably withheld or delayed) of the final form of such appointment and/or construction contracts and/or Warranties where such appointment and/or construction contracts and/or Warranties include any limitation or exclusion of the liability of the relevant member of the Tenant's Professional Team. The Tenant will provide the Landlord with a certified copy of the construction contracts and the appointments in relation to the Tenant's Works within ten days of their execution.

14.11.2

The Tenant shall procure that any member of the Tenant's Professional Team engaged by it to provide services and/or undertake works in connection with the Tenant's Works shall provide the Warranties properly executed in favour of the Landlord within ten days of their engagement.

14.11.3

If the Tenant engages any additional new or substituted member of the Tenant’s Professional Team in relation to the Tenant’s Works the terms of clause 14.11.1 shall apply to the appointments and/or construction contracts.

14.11.4

The Tenant shall not without the prior written consent of the Landlord (not to be unreasonably withheld or delayed) agree to vary any provision of any of the construction contracts and/or any of the appointments of the Tenant's Professional Team which would adversely affect the Landlord's rights in relation to the Warranty granted in relation to such construction contract and/or appointment.

15.

OCCUPATION

15.1

this agreement shall not operate at law or in equity as a demise of the Premises and (whether or not it is in occupation of any part of the Premises) the Tenant shall pay the Landlord immediately after and with effect from the Date of Permitted Entry a licence fee equivalent in all respects (relating to amount and the timing, manner, method and apportionment of payment) to the several rents expressed to be payable from time to time in the Leases together with VAT thereon as if the Lease(s) relevant to a particular part of the Premises had actually been granted for a term commencing on the Date of Permitted Entry but the Tenant shall not be obliged to pay a licence fee equivalent to the Principal Rent for any period prior to the Rent Commencement Date and on the grant of the relevant Lease any licence fees paid by the Tenant in respect of any period following its grant shall be treated by the Landlord as a discharge of the relevant rents reserved by and due under such Lease in respect of the same period;

15.2

the Tenant shall be responsible for all rates and outgoings in respect of the Premises;

15.3

the parties shall perform and observe all the covenants and conditions on their respective parts to be contained in the Leases so far as the same may be applicable to a relationship of licensor and licensee;

15.4

this agreement shall not operate as a demise nor confer any proprietary right in the Premises (other than one to occupy as a licensee) on the Tenant.

16.

MEASUREMENT

16.1

Measured Area

16.1.1

As soon as reasonably possible after the Developer's Works have reached such a stage of construction as to make possible the measurement of the Premises the Landlord shall instruct the Independent Measurement Surveyor to measure the Measured Area of the Premises and the Landlord shall give at least 10 Working Days' notice to the Tenant of the date of such measurement inspection.

16.1.2

The Landlord will procure that the Tenant and its advisors shall be entitled to accompany the Landlord and the Independent Measurement Surveyor on any inspection of the Premises carried out by the Independent Measurement Surveyor and both the Landlord and the Tenant shall be permitted to make reasonable representations (at the time or as soon as reasonably practicable after such inspection) to the Independent Measurement Surveyor (and at the same time as the representations are being made a copy shall be supplied to the other party) in connection with the measurement of the Premises but the Independent Measurement Surveyor shall not be bound by the same.

16.1.3

The Landlord shall procure the delivery to the Tenant within ten Working Days of such inspection of a report from the Independent Measurement Surveyor addressed to the Tenant confirming the Measured Area of the Premises.

16.1.4

The Independent Measurement Surveyor's determination of the Measured Area of the Premises shall be final and binding on the parties (save in the case of manifest error).

16.2

Duty of care

16.3

Adjustment of Principal Rent following measurement of Premises

16.4

Option to terminate

17

OPTIONS

18.

LEASE GRANT

18.1

Engrossment of Leases

18.2

Completion of Leases

18.3

Legal opinions

18.4

Engrossment of side letters

18.5

Completion of side letters

18.6

Terms of Leases

18.6.1

the Contractual Term shall be computed from the Term Commencement Date;

18.6.2

the first Review Date shall be the fifth anniversary of the Term Commencement Date and subsequent review dates shall be at each fifth anniversary of that date;

18.6.3

the Principal Rent shall be due and commence to be payable on the Rent Commencement Date; and

18.6.4

the rent secondly reserved in each Lease and the Service Charge shall be due and commence to be payable on the date of grant of the relevant Lease.

18.7

Reception Desk Side Letter

18.7.1

If required by the Tenant, the Landlord will provide a receptionist for the Reception Desk on terms agreed by the Landlord and the Tenant (acting reasonably).

18.7.2

If the Landlord and the Tenant agree that the Tenant will staff the Reception Desk with its own employee(s), the Reception Desk Side Letter will be amended accordingly to give effect to such arrangement.

18.7.3

Following the decision by the Tenant of its desired location of the Reception Desk (or in default of the Landlord's choice of location) pursuant to clause 5.2 the relevant plan(s) shall be appended to the Reception Desk Side Letter.

18.8

Tenant's plant

18.9

Registration of Leases

18.9.1

subject to receipt by the Tenant of the Leases executed by the Landlord, apply to register the Leases as soon as reasonably practicable but in any event within six weeks of grant; and

18.9.2

within 10 Working Days of completion of the registrations give notice thereof together with a copy of the official copies and title plans of the entries in all registered titles affected by such registration to the Landlord's solicitors.

18.10

Cancellation of Land Registry notice

18.11

Rent free contribution

18.12

Restrictions on title

18.12.1

a written consent from a party who at the time of the grant of the Leases has a restriction on Land Registry title number NGL770398 for which consent is needed to register the Leases; and

18.12.2

a written certificate from the solicitor acting for the Landlord at the time of completion of the Leases certifying (where required) that the provisions of each clause from each document referred to In the restrictions registered (now or in the future) on title number NGL770398 have been complied with or that they do not apply to the grant of the Leases, such certificate(s) to be in a form complying with the terms of the relevant restriction,

19.

SECOND FLOOR OPTION

19.1

Engrossment of Call Option Deed

19.2

Completion of Call Option Deed

20.

LOCAL LAND CHARGES ETC.

20.1

The Leases will be granted subject to:

20.1.1

all local land charges whether registered or not before or after the date of this agreement and all matters capable of registration as local land charges whether or not actually so registered;

20.1.2

all notices, orders, resolutions, restrictions, agreements, directions and proposals therefor made by any local or other competent authority before or after the date of this agreement;

(A)

any matters which are unregistered interests which override registered dispositions under Schedule 3 to the Land Registration Act 2002; and

(B)

such unregistered interests as may affect the Premises to the extent and so long as they are preserved by the transitional provisions of Schedule 12 of the Land Registration Act 2002; and

20.1.4

any matters contained or referred to in the entries or records made in the registers of title number NGL770398 maintained by Land Registry as at 6 October 2017 timed at 12:10:07 except the registered charge noted under entry 9 of the charges register of that title number;

20.1.5

all matters contained in or referred to in the fourth schedule to each Lease.

21.

CIL INDEMNITY

22.

TITLE

23.

GROUND FLOOR RETAIL AND LEISURE

23.1

Restriction on letting of retail units

23.2

Ground and basement area

23.2.1

The Landlord shall market the Cinema Unit with the intention of letting such area to a boutique cinema operator. The Landlord shall use reasonable endeavours to conclude a letting to such an operator but shall not be obliged to conclude a letting on terms which are materially off market (at the Landlord's reasonable discretion) nor shall the Landlord be obliged to let the Cinema Unit to an operator of mainstream multiplex cinemas.

23.2.2

The Landlord shall, at the Tenant’s request, facilitate an introduction between the Tenant and the eventual lessee of the Cinema Unit.

23.2.3

The Landlord shall use all reasonable endeavours to ensure that the Cinema Unit is fitted out with proper sound-proofing and acoustic works to ensure that no actionable nuisance is caused to the Tenant's Premises by reason of noise penetration.

23.2.4

The obligations in this clause 23.2 shall only apply in relation to the first letting of the Cinema Unit.

24.

ADJACENT OFFICE SPACE

25.

TERMINATION

25.1

Prior notice to Tenant

25.1.1

there is any breach of the Tenant's obligations under this agreement and such breach (if capable of remedy) shall continue for and not be remedied to the reasonable satisfaction of the Landlord and the Developer within 20 Working Days after service of a notice on the Tenant by the Landlord in conjunction with the Developer specifying the breach; or

25.1.2

any guarantee of the Tenant’s obligations in this agreement becomes wholly or partly unenforceable for any reason; or

25.1.3

the Tenant or subject to clause 25.2 the Tenant's Guarantor is the subject of any event set out in paragraphs 5.1(c) to (f) inclusive of a Lease or is dissolved or otherwise struck off the register of companies in its place of incorporation or any other place where it is registered or located (or is the subject of any analogous procedure or step taken in any jurisdiction),

25.2

Replacement guarantor

25.3

Prior notice to Landlord

25.4

Non-completion of Developer's Works

25.5

Repayment of costs

25.6

Saving clause

25.7

Cancellation of Land Registry notice

26.

ALIENATION

26.1

Dealings with agreement

26.1.1

The Tenant shall not assign or otherwise deal with the benefit of this agreement in whole or in part nor prior to the grant of the Leases make any disposition of the Premises save by way of charge permitted by clause 26.1.2.

26.1.2

The Tenant may with the consent of the Landlord charge this agreement to secure building finance in respect of the Tenant’s Works.

26.1.3

The Tenant shall supply a certified copy of the charge permitted pursuant to clause 26.1.2 to the Landlord within 10 Working Days of its completion.

26.1.4

The Tenant shall not allow any party to occupy the Premises after the Date of Permitted Entry prior to the grant of the Leases save for its contractor, employees, agents or any member of the Tenant's Professional Team.

27.

INSURANCE

27.1

Insurance of Developer's Works

27.1.1

From the commencement of the Developer's Works until the Date of Sectional Completion of the final Section the Developer shall take out All Risks Insurance (subject to such exclusions or limitations of cover as are set out in the policy or required by the

insurers from time to time) with insurers of good repute in respect of the Developer's Works in their full reinstatement value but such obligation shall cease in respect of any Section in respect of which a Certificate of Sectional Completion has been issued.

27.1.2

From the Date of Sectional Completion the Landlord shall effect and maintain property owners' liability insurance in respect of the part of the Premises comprising such Section in such amounts as the Landlord may from time to time reasonably require having regard to the nature of the Developer's Works.

27.2

Insurance of the Building

27.3

Insurance of Tenant's Works by Landlord

27.3.1

add the Tenant's Works to the cover provided by the policy referred to in clause 27.1.1;

27.3.2

effect and maintain property owners' liability insurance in respect of the Tenant's Works in such amounts as the Tenant may from time to time reasonably require having regard to the nature of the Tenant's Works: and

27.3.3

procure that the Tenant is included as a composite co-insured party in respect of the Tenant's Works on the policy effected under clause 27.3.1.

27.4

Waiver of subrogation rights and basic terms of insurance

27.5

Insurance from Date of Sectional Completion

27.6

Production and inspection of policies

27.7

Destruction of Developer's Works

27.8

No rendering policy of insurance void

27.9

Damage after Sectional Completion

27.9.1

any damage to the part of Premises comprising the relevant Section or any part of them; or

27.9.2

any damage to the means of access to and egress from the part of Premises comprising the relevant Section; or

27.9.3

any deterioration in the condition of the Premises comprising the relevant Section,

28.

CONFIDENTIALITY

28.1

Subject to clause 28.2 and clause 29, the terms of this agreement and all information received or obtained as a result of entering into or performing this agreement are confidential to the parties both before and after completion of the Leases and no party may make or permit or suffer the making of any announcement or publication of the information concerning any of those terms nor any comment or statement relating to them without the consent of the others, as to the form and content of any such announcement, publication, comment or statement.

28.2

Disclosure may be made by a party without the consent of the others if and to the extent:

28.2.1

necessary for the proper performance or enforcement of any obligations under this agreement (including to the relevant contractors and professional teams and as provided for in clause 28.2.6);

28.2.2

required by law (including legislation relating to the Land Registry) or by the rules of any stock exchange or regulatory body to whose regulation the party is subject;

28.2.3

required by or appropriate to its accountancy or audit procedures;

28.2.4

required to be included in its directors' report;

28.2.5

required by a court of competent jurisdiction, or HM Revenue and Customs;

28.2.6

necessary for disclosure to any employee or professional adviser of a party to this agreement or to any person providing finance to a party to this agreement (or such person's employees or professional advisers);

28.2.7

required by either party to an intending purchaser, assignee or mortgagee of that party's interest or to such person's employees or professional advisers;

28.2.8

required by either party’s valuers.

28.3

Each party shall use all reasonable endeavours to ensure that any person to whom this agreement is disclosed (except under clause 28.2.2 and 28.2.5) is bound by an equivalent obligation to that in this clause 28.

28.4

The undertakings in this clause 28 shall continue notwithstanding termination of this agreement.

28.5

The Tenant shall not be entitled to note this agreement against the Landlord's registered title other than by a unilateral notice and shall not without the consent of the Landlord send this agreement or a copy of it to the Land Registry.

28.6

Notwithstanding the provisions of this clause 28 the parties agree to the issue of a press release in respect of the Tenant’s intended occupation of the Premises, in a form to be agreed between the Landlord and the Tenant (both parties acting reasonably).

29.

DISPUTES

29.1

Dispute resolution

29.1.1

If a dispute arises between the parties, the parties shall first consult in good faith and attempt to resolve such dispute.

29.1.2

If the parties fail to resolve the dispute through such consultation within 10 Working Days (or such longer period as the parties agree) either party may refer the matter to the Executives by giving written notice to the other, as the case may be. The Executives shall consult in good faith and attempt to resolve the dispute.

29.2

Selection and appointment of Adjudicator

29.2.1

the Chairman for the time being of the Bar Council;

29.2.2

the President for the time being of the Royal Institute of British Architects;

29.2.3

the President for the time being of the Royal Institution of Chartered Surveyors;

29.2.4

the President for the time being of the Institute of Chartered Accountants; and/or

29.2.5

the President for the time being of the Institution of Civil Engineers,

29.3

Reappointment

29.4

Procedure for Adjudication

29.4.1

The Adjudicator shall settle the dispute by notifying the parties of his decision in accordance with the applicable law in relation to this agreement together with his reasons within 20 Working Days of referral of the dispute (or such longer period as the parties may agree).

29.4.2

The party submitting the dispute to the Adjudicator shall within five Working Days of the appointment of the Adjudicator provide his written submission in respect of the dispute to the Adjudicator.

29.4.3

Any submission from another party to be considered by the Adjudicator shall be provided in writing within five Working Days from the first submission or such further period of up to five Working Days as the Adjudicator may allow.

29.4.4

If either party so requests, the Adjudicator shall call a hearing in order to resolve the dispute.

29.4.5

The parties shall comply with any decision of the Adjudicator in relation to the dispute and the Adjudicator's decision shall be final and binding unless and until revised pursuant to clause 29.7.

29.4.6

The Adjudicator shall be deemed not to be an arbitrator but shall render his decision as an expert and the provisions of the Arbitration Act 1996 and the law relating to arbitration shall not apply to the Adjudicator or his determination or the procedure by which he reached his determination.

29.4.7

The Adjudicator shall act impartially and may take the initiative in ascertaining the facts. The Adjudicator shall have the power to open up, review and revise any opinion, certificate, instruction, determination or decision of whatever nature given or made under this agreement insofar as it relates to the subject matter of the dispute.

29.4.8

Any communication between a party and the Adjudicator shall be communicated contemporaneously also to the other parties.

29.5

Legal costs and Adjudicator's fees and expenses

29.6

Adjudicator's exemption from liability

29.7

Disputes in relation to construction contracts

29.8

Litigation

30.

CAPITAL ALLOWANCES

30.1

All and any capital allowances in respect of the Fitting-Out Contribution referred to in clause 14.9 and the Developer's Works shall be for the benefit of the Landlord.

30.2

The Tenant shall at the cost of the Landlord, as soon as reasonably practicable after the completion of the Tenant's Works, prepare a schedule identifying (in so far as is reasonably practicable) expenditure Incurred by the Tenant on every item of plant and machinery comprising those works in respect of which a claim for capital allowances could be made (the "Plant and Machinery Schedule") and supply a copy to the Landlord.

30.3

The Tenant shall apply the Fitting-Out Contribution as a contribution to expenditure upon items listed in the Plant and Machinery Schedule in the following order of priority:

30.3.1

as a contribution towards expenditure incurred by the Tenant in respect of the Tenant's Works, being expenditure on the provision of plant, machinery or any other assets which may qualify for capital allowances under the Capital Allowances Act 2001 ("CAA 2001") other than “special rate expenditure” as defined in section 104A of the CAA 2001;

30.3.2

to the extent that the Fitting-Out Contribution exceeds the sum referred to in clause 30.3.1, as a contribution towards expenditure incurred by the Tenant in respect of the Tenant's Works being expenditure on the provision of plant or machinery or any other assets which may qualify for capital allowances under the CAA 2001 where such expenditure constitutes special rate expenditure as defined in section 104A of the CAA 2001;

30.3.3

to the extent that the Fitting-Out Contribution exceeds the sums referred to in clauses 30.3.1 and 30.3.2 as a contribution towards expenditure incurred by the Tenant in respect of the remainder of the Tenant's Works; and

30.3.4

to the extent that the Fitting-Out Contribution exceeds the sums referred to in clauses 30.3.1 to 30.3.3 (inclusive), as a contribution towards expenditure incurred by the Tenant in respect of the remainder of the Tenant's Works.

30.4

The Tenant’s claim to capital allowances on each item listed in the Plant and Machinery Schedule shall be limited to the excess (if any) of the actual expenditure incurred by the Tenant in providing that element over the amount of the Fitting-Out Contribution towards that expenditure for which the Landlord is entitled to claim capital allowances in accordance with this clause 30, and the Landlord shall use reasonable endeavours at the request and cost of the Tenant to assist the Tenant in obtaining the benefit of any such allowances and at the request and cost of the Tenant the Landlord will execute any election which may be required to enable the Tenant to claim and receive the benefit of such capital allowances.

31

VALUE ADDED TAX

31.1

All sums payable under this agreement:

31.1.1

by the Tenant to the Landlord (or any beneficial owner of the Premises or any VAT group of which wither is a member) or the Developer, or

31.1.2

by the Landlord (or any beneficial owner of the Premises or any VAT group of which either is a member) or the Developer to the Tenant,

31.2

Where pursuant to the terms of this agreement the Landlord (or any beneficial owner of the Premises or any VAT group of which either is a member) or the Developer makes a supply to the Tenant or vice versa (including for the avoidance of doubt each supply in respect of which an instalment is paid under clause 10.11.1) and VAT is chargeable in respect of such supply the party receiving such supply shall pay to the party making the supply subject to delivery of a valid VAT invoice in respect thereof a sum equal to the amount of VAT so chargeable and shall make such payment:

31.2.1

on the date of such supply; or

31.2.2

if later, on the date on which a valid VAT invoice in respect of the relevant amount addressed to the receiving party is issued to that party.

31.3

Where the party receiving the supply fails to pay any such amount in full on the relevant date specified in clause 31.2 that receiving party shall also pay to the party making the supply interest on such amount at the Prescribed Rate from the date on which the supplier was liable to account to HM Revenue & Customs for the VAT in respect of such supply until the date payment is made by the recipient of the supply to the person making the supply but where the due date for payment by either party of any amount in respect of VAT is determined by reference to the issue of a VAT invoice as mentioned in clause 31.2, that party shall not be liable to make any payment under this clause 31.3 provided that any amount in respect of VAT payable by it is paid within 20 Working Days after the issue of such invoice.

31.4

Where a party is required by the terms of this agreement to reimburse or indemnify any other party for any cost, expense or other liability (including for the avoidance of doubt the requirement under clause 10.11.1), the payer shall reimburse or indemnify the payee for the full amount of such cost, expense or liability, including such part thereof as represents VAT, save to the extent that the other party is entitled to credit or repayment in respect of such VAT from HM Revenue & Customs.

31.5

The Tenant warrants and separately undertakes to the Landlord that, to the extent the Tenant (or any person connected with the Tenant within the meaning given by paragraph 34 Schedule 10 Value Added Tax Act 1994) occupies the whole or any part of the Premises, the Tenant (or that person or persons) will do so wholly, or substantially wholly, for eligible purposes within the meaning of paragraph 15 Schedule 10 Value Added Tax Act 1994.

32.

NOTICES

32.1

Any notice under this agreement:

32.1.1

must be in writing, addressed to the relevant party at a correct address; and

32.1.2

save as provided in clause 32.5 may be served by;

(A)

post or personal delivery (but not by facsimile, e-mail other electronic means of transmission, any document exchange or by any other means);

(B)

an agent of the serving party, but not on an agent of the party to be served.

32.2

Save as provided In clause 32.5 an addressee’s correct address is any of:

32.2.1

the registered office of a corporate addressee;

32.2.2

the Tenant's Guarantor's address as stated in the relevant guarantee document or (to the exclusion of that address) any other address in the United Kingdom subsequently notified to the Landlord, if the addressee is a Tenant’s Guarantor; and

32.2.3

an address for service within the United Kingdom as last notified by a foreign party to the serving party, if the addressee is a foreign party.

32.3

For the purpose of calculating any notice period associated with the service of a notice, the period begins on the date the notice is given to the party to be served.

32.4

Save as provided in clause 32.5 a notice is given:

32.4.1

by post, on the date of the second (or, if earlier receipt is proved, the first) day after the date when the notice is posted; and

32.4.2

by personal delivery, on the date when the notice is delivered, to a correct address of the party to be served.

32.5

Notices served pursuant to clauses 8.11.3 and 12.5.1 may be given by email to the email address notified from time to time by any party to any other party, and unless the actual time of receipt is proved, a notice served by email is treated as having been received before 4pm on the first Working Day after the date of its despatch (unless an automated response is received that the intended recipient is out of the office in which case it shall be deemed to have been received before 4pm on the day the intended recipient is shown by such response as returning to the office).

32.6

In this agreement any reference to giving notice is synonymous with notifying and vice versa; and "give", "send", "serve" and "deliver" are synonymous.

32.7

A foreign party agrees to maintain and keep each other party notified of a correct address for the purposes of clause 32.2.3 at all times.

32.8

If the Tenant or the Tenant's Guarantor comprises more than one person it shall be sufficient service on the Tenant or the Tenant’s Guarantor if notice is served on one of them.

32.9

The Landlord need not serve on the Tenant's Guarantor a notice which is duly served on the Tenant and the Tenant's Guarantor shall not be relieved of any obligation or liability under this agreement because it has not received any such notice.

33.

NON-MERGER

34.

GUARANTEE OF TENANTS OBLIGATIONS

34.1

the Tenant will perform its obligations in this agreement; and

34.2

it will make good to and indemnify the Landlord and the Developer against all losses, damages, costs and expenses caused by any default by the Tenant; and

34.3

its obligations under this clause 34 are not affected by:

34.3.1

any indulgence, compromise or neglect by the Landlord or the Developer in enforcing the Tenant's obligations in this agreement;

34.3.2

any legal limitation, immunity, incapacity, insolvency or the winding up of the Tenant or by the fact that the Tenant otherwise ceases to exist;

34.3.3

any other act or omission which, but for this provision, would have released the guarantor from liability,

34.4

it will execute the counterpart Leases as Tenant's Guarantor for the Tenant in accordance with this agreement: and

34.5

if at any time before the completion of the Leases the Tenant is the subject of any event specified in clause 5.1(c) to (f) inclusive of the Leases then the Landlord may at any time before completion of the Leases invoke the provisions of clause 34.6 by notice served on the Tenant unless it has previously served notice pursuant to clause 25 in respect of that or any other event; and

34.6

immediately on service of a notice pursuant to clause 34.5 but without prejudice to any pre-existing right of action of any party in respect of any breach by any other party of its obligations under this agreement the rights of the Tenant under this agreement shall cease and determine and this agreement shall have effect from the date of the notice as if the obligation to accept the Leases and the other obligations of the Tenant contained in this agreement were the primary obligations of the Tenant's Guarantor and the Tenant's Guarantor will when requisite execute and deliver counterparts of the Leases in lieu of the Tenant on the terms of this agreement and will take up the Leases on their grant; and

34.7

it abandons and waives any right it may have at any time under the existing or future laws of Jersey (by virtue of the droit de discussion or division) to require that:

34.7.1

the Landlord or the Developer, before enforcing this agreement or any right, interest or obligation under this agreement, takes any action, exercises any recourse or seeks a declaration of bankruptcy against the Tenant or any other person, makes any claim in a bankruptcy, liquidation, administration or insolvency of the Tenant or any other person or enforces or seeks to enforce any other right, claim, remedy or recourse against the Tenant or any other person;

34.7.2

the Landlord or the Developer, in order to preserve any of its rights against the Guarantor joins the Guarantor as a party to any proceedings against the Tenant or any other person or the Tenant or any other person as a party to any proceedings against the Guarantor or takes any other procedural steps or observes any other formalities; or

34.7.3

the Landlord or the Developer divides or apportions the liability of the Guarantor under this agreement with any other person or such liability is reduced in any manner.

35.

GUARANTEE OF DEVELOPER'S OBLIGATIONS

35.1

the Developer will perform its obligations in this agreement; and

35.2

it will make good to and indemnify the Tenant and the Tenant's Guarantor against all losses, damages, costs and expenses caused by any default by the Developer; and

35.3

its obligations under this clause 35 are not affected by:

35.3.1

any indulgence, compromise or neglect by the Tenant or the Tenant's Guarantor in enforcing the Developer's obligations in this agreement;

35.3.2

any legal limitation, immunity, incapacity, insolvency or the winding up of the Developer or by the fact that the Developer otherwise ceases to exist;

35.3.3

any other act or omission which, but for this provision, would have released the guarantor from liability,

36.

INDEMNITIES

(a)

as soon as reasonably practicable give the Tenant written notice and full details of any claim against the Landlord or the Developer from a third party;

(b)

consider and pay due account to written representations made by the Tenant relating to any such claim;

(c)

not settle or compromise any such claim unless the Landlord or the Developer is required to do so by its insurers;

(d)

use all reasonable endeavours to mitigate as far as practicable any loss or costs incurred by or caused to them as a result of such claim.

37

INTEREST

38.

LAW AND JURISDICTION

38.1

This agreement and any dispute or claim arising out of or in connection with it or its subject matter, existence, negotiation, validity, termination or enforceability (including non-contractual disputes or claims) shall subject to clause 28.6 be governed by and construed in accordance with English law and within the exclusive jurisdiction of the English courts, to which the parties irrevocably submit.

38.2

Each party irrevocably agrees that any claim form or other document to be served under the Civil Procedure Rules may be served on it by being delivered to or left at a correct address for the purposes of clause 32.2.

39.

EXCLUSION OF THIRD PARTY RIGHTS

40.

ENTIRE AGREEMENT, REPRESENTATIONS AND DECLARATIONS

40.1

This agreement constitutes the entire agreement between the parties to the exclusion of every other antecedent statement and agreement.

40.2

The Tenant and the Tenant's Guarantor severally acknowledge that they have not entered into this agreement in reliance upon any statement or other agreement (other than those which have been given by the Landlord's and/or the Developer's solicitors in a written reply to enquiries made by, or provided to, the Tenant's Solicitors before the exchange of this agreement).

40.3

The Tenant acknowledges that it has formed its own view as to the suitability of the Premises for the Tenant’s purposes.

40.4

The Landlord shall not be liable for, and the Tenant hereby waives, all rights (if any) in respect of any claims for loss of profits, loss of business or indirect losses or consequential damages of any kind arising from any breach by the Landlord of any of its obligations contained in this agreement

40.5

The Developer shall not be liable for, and the Tenant hereby waives, all rights (if any) in respect of any claims for loss of profits, loss of business or indirect losses or consequential damages of any kind arising from any breach by the Developer of any of its obligations contained in this agreement.

40.6

The Landlord shall not be liable to the Tenant, the Tenant’s Guarantor or any other person in respect of any loss of rights or interests granted to the Tenant by this agreement or the Leases due to failure on the part of the Tenant (or of HM Land Registry) properly to perfect or protect such rights and interests by registration.

40.7

The Tenant acknowledges that it has made all searches, enquiries and inspections which a prudent tenant would make and takes subject to any matters which are or would be revealed.

41.

SEVERANCE

1.

DEFINITIONS

(a)

30 June 2018:

(b)

the date of service by the Tenant of a Fifth Floor Waiver Notice; and

(c)

the date of termination of this agreement in accordance with its terms;

(a)

the number of bicycle spaces referred to at paragraph 7 of Part I of the Second Schedule shall be reduced to an allocation calculated on a pro-rated basis of spaces available at the time of lease grant;

(b)

the number of lockers referred to at paragraph 7 of Part I of the Second Schedule shall be reduced to an allocation calculated on a pro-rated basis of spaces available at the time of lease grant;

(c)

the maximum number of occupiers of the Part Fifth Floor Premises for the purpose of clause 3.70(c) of the Part Fifth Floor Lease shall be two; and

(d)

such other amendments as are reasonably necessary to demise the Part Fifth Floor Premises as distinct from the Fifth Floor Premises;

2.

RECITALS

2.1

As at the date of this agreement the Tenant intends to take the Third Floor Lease, the Fourth Floor Lease and the Fifth Floor Lease.

2.2

The Landlord has agreed that, during the time period set out in this Schedule 1, the Tenant will have the option to either contract its space requirements by either a whole or a half floor (by contracting in respect of the whole Fifth Floor Premises or a Part Fifth Floor Premises pursuant to paragraph 3).

3.

FIFTH FLOOR CONTRACTION OPTIONS

3.1

Applicability

3.1.1

Subject to paragraph 3.4, this paragraph 3 applies during the Contraction Option Period and ceases to have effect on (and the Tenant may not exercise its option to contract under this paragraph 3 after) the expiry of the Contraction Option Period.

3.2

Exercise of options

3.2.1

If the Tenant does not require:

(A)

the Fifth Floor Premises, it must give to the Landlord notice of such intention (the "Fifth Floor Contraction Notice") on or before the expiry of the Contraction Option Period and, following the date of service of the Fifth Floor Contraction Notice, paragraph 3.3.1 shall apply; or

(B)

a Part Fifth Floor Premises, it must give to the Landlord notice of such intention (a "Part Fifth Floor Contraction Notice"), specifying the Rejected Part Fifth Floor Premises, on or before the expiry of the Contraction Option Period and, following the date of service of a Part Fifth Floor Contraction Notice, paragraph 3.3.2 shall apply in relation to the Rejected Part Fifth Floor Premises, but shall not (for the avoidance of doubt) apply in relation to the Other Part Fifth Floor Premises.

3.2.2

The Tenant's right to serve a Part Fifth Floor Contraction Notice ceases upon service of a Fifth Floor Contraction Notice and the Tenant's right to serve a Fifth Floor Contraction Notice or a further Part Fifth Floor Contraction Notice ceases upon service of a Part Fifth Floor Contraction Notice, such that the intention is that the Tenant may only make one election as to its occupation of the fifth floor specifying whether it wishes to retain all or part of the fifth floor and may make no further election thereafter.

3.3

Deeming provisions

3.3.1

From and including the date of service of a Fifth Floor Contraction Notice on the Landlord pursuant to paragraph 3.2.1 (A), the definition of "Premises” shall be deemed to exclude the Fifth Floor Premises and Part Fifth Floor Premises and the definition of "Leases" shall be deemed to exclude the Fifth Floor Lease and Part Fifth Floor Lease and the provisions of this agreement shall have effect accordingly.

3.3.2

From and including the date of service of a Part Fifth Floor Contraction Notice on the Landlord pursuant to paragraph 3.2.1(B), the definition of "Premises" shall be deemed to exclude the Rejected Part Fifth Floor Premises and Fifth Floor Premises and the definition of "Leases" shall be deemed to exclude the Part Fifth Floor Lease so far as it relates to the Rejected Part Fifth Floor Premises only and the Fifth Floor Lease and the provisions of this agreement shall have effect accordingly.

3.4

Waiver of options

3.4.1

In the event that the Tenant wishes to give up its option to contract pursuant to paragraph 3.2.1 on or before the expiry of the Contraction Option Period, it shall give to the Landlord notice of such intention (the "Fifth Floor Waiver Notice"), specifying that the Tenant requires the Fifth Floor Premises and wishes to give up its option to contract pursuant to paragraph 3.2.1(A), In which case, following the date of service of the Fifth Floor Waiver Notice, this paragraph 3 shall cease to apply.

3.4.2

In the event that the Tenant wishes to give up an option to contract pursuant to paragraph 3.2.1(B) on or before the expiry of the Contraction Option Period, it shall give to the Landlord notice of such intention (a "Part Fifth Floor Waiver Notice”), specifying the Waived Part Fifth Floor Premises and that it wishes to give up its option to contract pursuant to paragraph 3.2.1(B) in relation to the Waived Part Fifth Floor Premises, in which case, following the date of service of the Part Fifth Floor Wavier Notice, this paragraph 3 shall cease to apply in relation to the Waived Part Fifth Floor Premises, but shall continue to apply in relation to the Non-Waived Part Fifth Floor Premises.

Signed as a deed on behalf of BLCT (PHC 15A)

)

LIMITED, a company incorporated in Jersey,

)

by

[Illegible]

, being a

)

person who, in accordance with the laws of that

)

territory, is acting under the authority of the company

Signature(s):

[Illegible]

Authorised Signatory

[Illegible]

EXECUTED as a DEED by BLUEBUTTON

[Illegible]

DEVELOPER COMPANY (2012) LIMITED

(Signature of director)

acting by two directors /a director and

its company secretary

[Illegible]

(Signature of director / secretary)

EXECUTED as a DEED by BLUEBUTTON

[Illegible]