David Ratter

DWF LLP

96 Fountainbridge

Edinburgh

EH3 9QA

Your Ref:

Our Ref:

CJM/201667-5

Please quote this when replying

Date:

16 February 2018

Please ask for:

Ext:

Direct Dial:

E-mail:

Direct Fax:

Chris McLeish

562052

+44 (0)141 228 8052

Chris.McLeish@dwf.law

+44 (0)141 228 8310

1.

Definitions and Interpretation

1.1.

In the Missives:

(a)

The current draft of the Health and Safety File in respect of the Recently Competed Works complying in all respects with the CDM Regulations;

(b)

A schedule listing the names and addresses of all contractors, consultants, sub-contractors and suppliers who have been involved in or concerned with the Recently Completed Works;

(a)

The final "as-built" Design Documents delineating all details of construction and services with dimensions and such other information (including performance manuals and full copies of all maintenance agreements and guarantees in respect of the Recently Completed Works or any part thereof) as will facilitate future maintenance of the Recently Completed works, including all variations;

(b)

The final Health and Safety File in respect of the Recently Competed Works complying in all respects with the CDM Regulations;

(c)

The written consent from Scottish Water in respect of the connection of the Property to the public water and sewerage system pursuant to the Recently Completed Works;

1.2.

In the Missives, unless otherwise specified or the context otherwise requires:-

1.1.2

any reference to one gender includes all other genders;

1.1.3

words in the singular only include the plural and vice versa;

1.1.4

any reference to the whole is to be treated as including reference to any part of the whole;

1.1.5

any reference to a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and words importing individuals include corporations and vice versa;

1.1.6

any reference to a Clause, Schedule or Part of the Schedule is to the relevant Clause, Schedule or Part of the Schedule of or to this offer and reference, in any Part of the Schedule, to a numbered paragraph is a reference to the relevant numbered paragraph in that Part of the Schedule;

1.1.7

any reference to a statute or statutory provision includes any subordinate legislation which is in force from time to time under that statute or statutory provision;

1.1.8

any reference to any statute, statutory provision or subordinate legislation is a reference to it as it is in force from time to time taking account of any amendment or re-enactment;

1.1.9

any phrase introduced by the words "including", "include", "in particular" or any similar expression is to be construed as illustrative only and is not to be construed as limiting the generality of any preceding words;

1.1.10

a document will be duly executed only if it is executed in such manner as meets the requirements of Section 3 or Sections 9B and 9C of the Requirements of Writing (Scotland) Act 1995;

1.1.11

where at any one time there are two or more persons included in the expression "Purchaser" or "Seller" obligations contained in the Missives which are expressed to be made by the Purchaser and/or the Seller are binding jointly and severally on them and their respective executors and representatives whomsoever without the necessity of discussing them in their order;

1.1.12

any reference to funds being cleared means that the funds are immediately available for withdrawal from the holder's bank account;

1.1.13

any reference to "reasonable consent" means the prior written consent of the party in question, such consent not to be unreasonably withheld or delayed; and

1.1.14

where a Clause provides that Interest is payable and that the sum must be paid within a specified period, no Interest will accrue on the sum provided it is paid within that period.

1.3.

The headings in the Missives are included for convenience only and are to be ignored in construing the Missives.

1.4.

The Schedule forms part of the Missives.

2.

Price

2.1.

Deposit

2.1.1.

Payment

(a)

paid by the Purchaser within 1 Business Day after the Conclusion Date by instantaneous bank transfer of cleared funds from the Purchaser’s Bank to the Seller’s Solicitors; and

(b)

placed by the Seller’s Solicitors in an interest bearing account immediately on receipt and be held by them as stakeholders on behalf of the Purchaser and the Seller pending the occurrence of any of the events described in Clauses 2.1.3.1 to 2.1.3.6.

2.1.2.

Cancellation

2.1.3.

Treatment of Purchaser Deposit

2.1.3.1

treated as a payment to account of the Price if the purchase of the Property proceeds, and accordingly released at Completion;

2.1.3.2

forfeited to the Seller if the Purchaser is in material breach of its obligations under the Missives and the Seller properly rescinds the contract constituted by the Missives as a result;

2.1.3.3

forfeited to the Seller if the Seller properly rescinds the Missives in accordance with Clause 2.5 (Cancellation of Sale);

2.1.3.4

returned to the Purchaser if the Purchaser properly resiles from the Missives

2.1.3.5

returned to the Purchaser if either the Seller or the Purchaser properly resiles from the Missives or if the Missives automatically terminate in each case in accordance with Clause 7.5.4^] (Community Interests);

2.1.3.6

returned to the Purchaser if either Seller or the Purchaser properly resiles from the Missives in accordance with Clause 12.2 (Damage or Destruction).

2.1.4

Interest

2.1.4.1

If the Purchaser Deposit or any part of it is not paid to the Seller on the due date then, notwithstanding consignation, the Purchaser will pay to the Seller Interest on the outstanding money.

2.1.4.2

The interest accrued on the Purchaser Deposit will be paid to the party to whom the Purchaser Deposit is payable in accordance with the foregoing provisions.  For the avoidance of doubt, the interest will be treated as a payment to account of the Price if Clause 2.1.3.1 applies.

2.1.5

Undertakings and Confirmations

2.1.5.1

The Seller and the Purchaser undertake that they will, and that they will procure that their respective solicitors will, take all such steps as may be necessary as expeditiously as possible to give effect to the foregoing provisions, including signing all necessary bank forms and other documentation.

2.1.5.2

The Seller’s Solicitors and the Purchaser’s Solicitors respectively confirm, by the issue and acceptance of this offer, that they are authorised to give effect to this Clause 2.1 insofar as obligations are imposed on them.

2.2

Payment

2.2.1

The Completion Payment will be paid by the Purchaser on the Date of Entry by instantaneous bank transfer of cleared funds from the Purchaser's Bank to the Seller's Bank Account in exchange for the Disposition and other items to be delivered by the Seller referred to in Clause 9.

2.2.2

A payment not made in accordance with Clause 2.2.1 may be refused.

2.3

Apportionment

2.4

Interest

2.5

Cancellation of Sale

2.5.1

all costs and expenses incurred in relation to the re-marketing of the Property and the re-sale of it;

2.5.2

any shortfall between:-

2.5.2.1

the sale price received by the Seller on any such re-sale; and

2.5.2.2

the Price; and

2.5.3

financial losses including increased funding costs which the Seller would not have incurred had the Price been paid on the Date of Entry and interest which the Seller could have earned on the Price had it been paid on the Date of Entry.

2.6

Receipt of Money

2.7

Suspension

2.8

Price Retention

3

VAT –

3.1

TOGC

3.1.1

The Seller and the Purchaser agree:

3.1.1.1

that the sale of the Property constitutes a TOGC and accordingly no VAT will be charged on the Price at Completion and no VAT will form part of the Completion Payment;

3.1.1.2

that the business of letting the Property for a consideration is capable of being operated separately as a business; and

3.1.1.3

to use all reasonable endeavours both before and after Completion to procure that the sale of the Property is treated by HMRC as a TOGC.

3.1.2

The Seller confirms to the Purchaser that:

3.1.2.1

it (or the representative member of its VAT Group) is registered for the purposes of VAT;

3.1.2.2

either it or a person of which it is, and will at Completion be, a relevant associate (for the purposes of the VAT Act, Schedule 10, paragraph 2) has exercised pursuant to the VAT Act, Schedule 10, paragraph 2 (or been treated pursuant to the VAT Act, Schedule 10, paragraph 21 as having exercised) an option to tax in respect of the Property and has duly notified that option to HMRC to the extent required in order to make it effective;

3.1.2.3

it (or such other person referred to in Clause 3.1.2.2) has not revoked, and will not revoke before Completion, its option and, where such option is treated as having been exercised as a result of a real estate election having been made, will not prior to Completion take any action, or omit to take any action, by virtue of which HMRC could revoke such real estate election;

3.1.2.4

the assets to be transferred to the Purchaser in terms of the Missives have been and will, in the period up to Completion, be used continuously for the Seller's business comprising the letting of and the collection of rents from property and such assets are the only assets in the business to be transferred; and

3.1.2.5

at Completion the Seller and the Tenants will not be members of the same VAT Group.

3.1.3

If, notwithstanding the provisions in this Clause 3, HMRC direct in writing that VAT is chargeable on the sale of the Property, the Seller will notify the Purchaser in writing within 5 BusinessDays of the Seller being so advised by HMRC.

3.1.4

The Purchaser will pay to the Seller within 10 BusinessDays of written demand a sum equal to the amount of VAT determined by HMRC, in exchange for a valid VAT invoice.

3.1.5

Subject to Clause 3.1.7, the Purchaser will pay, in addition, to the Seller within 10 Business Days of written demand an amount equal to the total of any interest, penalties, claims, losses, damages, costs and expenses arising as a consequence of, or in relation to the failure to charge and collect VAT on the Price at Completion and to account for such VAT to HMRC except to the extent that VAT is chargeable on the Price as a consequence of the Seller's failure to comply with its obligations and undertakings in terms of this Clause 3.

3.1.6

The Seller will use all reasonable endeavours to minimise the amount due under Clause 3.1.6.

3.1.7

If the Purchaser fails to pay any amount due under Clauses 3.1.5 and 3.1.6 within the relevant time limit, the Purchaser will pay Interest on the outstanding amount.  No Interest will be payable under this Clause in respect of any amount and time period to the extent that the Seller has already been compensated under Clause 3.1.6 for interest in respect of the same amount and the same time period.

3.1.8

The Purchaser and the Seller do not intend to make a joint application under regulation 6(1) of the VAT Regulations 1995 (SI 1995/2518) for the Purchaser to be registered for VAT under the Seller's VAT registration number and the Seller confirms that it will allow the Purchaser such access to VAT records relating to the Property as required by Section 49 of the VAT Act as amended by the Finance Act 2007.

3.1.9

The Seller and the Purchaser shall, and the Purchaser shall procure that the Beneficial Owner shall, enter into an agreement before Completion in the form of the Notice of Agreement to Adopt Statement of Practice comprised within Part 20 of the Schedule.  The Seller shall sign and return the said Notice within 5 Business Days of receipt.

3.1.10

The Purchaser confirms to the Seller that it is acting as nominee for the Beneficial Owner in relation to the purchase of the Property.

3.1.11

The Purchaser confirms to the Seller that it will procure that:

3.1.11.1

the Beneficial Owner will be registered for the purposes of VAT at Completion;

3.1.11.2

before Completion the Beneficial Owner will:

3.1.11.2.1

exercise an option to tax in respect of the Property under the VAT Act, Schedule 10, paragraph 2 or make a real estate election under the VAT Act, Schedule 10, paragraph 21; and

3.1.11.2.2

duly notify such option to tax or real estate election (as the case may be) to HMRC;

3.1.12

the Beneficial Owner will not revoke its option either before or after Completion and, where such option is treated as having been exercised as a result of a real estate election having been made, will not take any action,

or omit to take any action, by virtue of which HMRC could revoke such real estate election;

3.1.13

the Beneficial Owner will use such assets in carrying on the same kind of business as the Seller' namely that detailed in clause 3.1.13; and

3.1.14

the Beneficial Owner and the Tenants will not be members of the same VAT Group.

3.1.15

The Purchaser confirms to the Seller that it will deliver to the Seller before Completion a VAT Notification in the form comprised in Part 19 of the Schedule duly signed by or on behalf of the Beneficial Owner confirming that Article 5 (2B) of the Value Added Tax (Special Provisions) Order 1995 does not apply to the Beneficial Owner in relation to the purchase of the Property.

3.1.16

The Purchaser will exhibit to the Seller, as soon as reasonably practicable, and in any event before Completion, evidence of the matters stated in 3.1.11.1 and 3.1.11.2 which will include an acknowledgement from HMRC of the notification of such option to tax or, as the case may be, such real estate election if received by the Purchaser prior to Completion.

3.2

Capital Goods Scheme

4.

Entry and Apportionments

4.1

Entry

4.2

Rent Apportionment

4.2.1

The rents payable under the Leases will, subject to Clause 2.7, be apportioned (net of VAT) at Completion on the basis that the Purchaser will receive a 1/365^th part of the rent for each day from (and including) Completion to (but not including) the next rent payment date(s) under the Leases.

4.2.2

The rents will be apportioned on the assumption that the Seller has received payment of all sums due prior to Completion, whether or not that is in fact the case.

4.3

Other Apportionments

4.3.1

All other payments under the Leases and all other outgoings for the Property (other than rates and, insurance) will be apportioned as at Completion on an equitable basis.

4.3.2

Within 5 Business Days after Completion, the Seller or the Seller's Solicitors will advise the local authority of the change of ownership of the Property so that any apportionment of rates can be carried out by the local authority.

5.

Other Payments

5.1

Arrears

5.1.1

If any rents or other payments under the Leases are in arrears at Completion the Purchaser will use all reasonable endeavours to procure payment from the Tenants as soon as practicable after Completion provided that the Seller keeps the Purchaser free of expense.

5.1.2

The Purchaser will pay to the Seller all sums relating to such arrears (together with any interest paid by the Tenants in terms of the relevant Lease) within 5 Business Days of cleared funds being received from the relevant Tenant.

5.1.3

If the Seller or its agents receive any payments from the Tenants after Completion which do not relate to arrears due to the Seller it will pay them to the Purchaser within 5 Business Days of cleared funds being received from the relevant Tenant.

5.1.4

If requested by the other, the Seller and the Purchaser will each assign to the other such rights as are reasonably necessary to enable them to recover from the Tenants any sums due under the Leases to which they are entitled in terms of the Missives.  The Seller may not take any steps to sequestrate any Tenant or appoint a receiver or liquidator to any Tenant except with the reasonable consent of the Purchaser.

5.2

Rent Deposit

5.2.1

At Completion the Seller will procure that there is paid by Alba to the Purchaser the Rent Deposit (and the Purchaser shall be entitled to deduct the Rent Deposit from the Completion Payment in the event that Alba does not pay the Rent Deposit at Completion);

5.2.2

The Purchaser (provided the Purchaser's Solicitors are supplied with the relevant engrossment by the Seller's Solicitors not less than 10 Business Days prior to the Date of Entry) shall validly execute and deliver to the Seller's Solicitors not less than 5 Business Days prior to the Date of Entry, the Deposit Agreement.  The Seller shall then procure that Alba validly executes the Deposit Agreement and delivers the original to the Purchaser at Completion so that the Purchaser may attend to registration as soon as practicably possible following Completion and provide the Seller's Solicitor with an extract of the Deposit Agreement.

6.

Disclosed Documents

6.1

Subject to Clause 9 the Purchaser is deemed to have examined the Disclosed Documents and accepts that it is purchasing the Property on the basis that it has satisfied itself on all matters disclosed in them and on the validity and marketability of the Seller's title to the Property.

6.2

Clause 6.1 will override any other provision of the Missives apparently to the contrary and any confirmation given by the Seller in the Missives is given subject to the Disclosed Documents whether or not that is expressly stated.

7.

Title

7.1

Encumbrances

7.1.1

So far as the Seller is aware there are no Encumbrances affecting the Property other than as referred to in the Disclosed Documents.

7.1.2

The Property is sold with and under the Encumbrances affecting the Property whether specified or referred to in the Title Deeds or not.

7.1.3

To the extent that the same are not properly payable by the Tenants, the Seller shall be responsible for all payments due under the Title Deeds in respect of the period prior to Completion and will pay within 10 Working Days of demand by the Purchaser any such monies as are invoiced to the Purchaser in respect of said period.

7.2

Minerals

7.3

Outstanding Disputes

7.4

Possession

7.5

Community Interests

7.5.1

The Seller has not received any 2003 Act Notice.

7.5.2

If the Seller receives any 2003 Act Notice prior to registration of the Disposition, then the Seller will immediately:

7.5.2.1

notify the Purchaser; and

7.5.2.2

exhibit a copy of it to the Purchaser.

7.5.3

If the Seller receives any 2003 Act Notice (whether before, on or after Completion) which relates to an application by a community body to register an interest in the Property received by the Scottish Ministers after the Conclusion Date, the Seller will immediately:

7.5.3.1

exhibit a copy of the Missives and any other information in terms of Section 39A of the 2003 Act to the Scottish Ministers to ensure that the Scottish Ministers decline to consider the application in terms of Section 39(5) of the 2003 Act; and

7.5.3.2

exhibit evidence to the Purchaser of compliance with Clause 7.5.3.1.

7.5.4

If the Seller receives any 2003 Act Notice (whether on or before Completion) which relates to any application by a community body to register an interest in the Property received by the Scottish Ministers on or before the Conclusion Date:

7.5.4.1

either party will be entitled to resile from the Missives without penalty on delivery of a written notice to that effect to the other's solicitors, not later than 5 Business Days after the date on which the Purchaser has received the copy 2003 Act Notice in terms of Clause 7.5.2.2, time being of the essence; or

7.5.4.2

if the original Date of Entry has passed because the Seller and the Purchaser have been prevented by the 2003 Act Notice from taking any further steps to transfer the Property, then:

7.5.4.2.1

the Seller will notify the Purchaser in writing within 2 Business Days after receipt of notification from the Scottish Ministers or from the community body (as appropriate) of any of the matters referred to in Clause 7.5.47.5.4.27.5.4.2.2, and

7.5.4.2.2

subject to Clause 7.5.47.5.4.3, the Date of Entry will be 5 Business Days after receipt of the notice from the Seller confirming that:

7.5.4.2.2.1

the Scottish Ministers have decided not to enter the community interest in land to which the 2003 Act Notice relates in the RCIL;

7.5.4.2.2.2

the community body has withdrawn the application to which the 2003 Act Notice relates;

7.5.4.2.2.3

the Scottish Ministers have received written notice from the community body that it will not exercise the right to buy the land; or

7.5.4.2.2.4

the Scottish Ministers have decided not to consent to allow the right to buy to proceed.

7.5.4.3

and if the Scottish Ministers decide to enter the community interest in land to which the 2003 Act Notice relates in the RCIL either party will be entitled to resile from the Missives without penalty on delivery of a written notice to that effect to the other's solicitors, prior to the date on which either:

7.5.4.3.1

the community body withdraws the application to which the 2003 Act Notice relates; or

7.5.4.3.2

the Scottish Ministers receive written notice from the community body that it will not exercise the right to buy the land; or

7.5.4.3.3

the Scottish Ministers decide not to consent to allow the right to buy to proceed.

7.5.4.4

and if the community body completes the purchase of the Property then:

7.5.4.4.1

the Missives will automatically terminate on completion of the sale of the Property to the community body; and

7.5.4.4.2

the Seller will notify the Purchaser that the Missives have terminated immediately.

7.5.5

If the Disposition is of no effect by virtue of the 2003 Act then within 5 Business Days of the date on which this is established:

7.5.5.1

the Seller will pay to the Purchaser:

7.5.5.1.1

the Completion Payment (and any VAT on the Price); and

7.5.5.1.2

all sums properly expended for rates, utilities, insurance, service charge expenditure and other outgoings for the Property in the period from (and including) Completion;  

7.5.5.2

and, in exchange, the Purchaser will:

7.5.5.2.1

withdraw its application for registration of the Disposition and within 5 days of receipt deliver it to the Seller; and

7.5.5.2.2

pay to the Seller any sums received by the Purchaser for rent and any other sums received in its capacity as owner of the Property in the period from (and including) Completion.

7.6

Advance Notices

7.6.1

The Seller will apply to the Keeper for an Advance Notice for the Disposition, in the form adjusted with the Purchaser, to be either (i) entered on the application record for the Property or (ii) recorded in the Register of Sasines no earlier than 5 Business Days prior to the Date of Entry.  The cost of the Advance Notice for the Disposition will be met by the Seller.

7.6.2

The Seller consents to the Purchaser applying to the Keeper for Advance Notices for any deeds which the Purchaser intends to grant in relation to

the Property.  The cost of any Advance Notices which the Purchaser applies for will be met by the Purchaser.

7.6.3

If the Seller rescinds the Missives in the circumstances set out in Clause 2.5 (Cancellation of Sale) the Purchaser consents to the discharge of the Advance Notice for the Disposition and the Purchaser confirms that it will immediately discharge at its own cost any Advance Notice submitted by it if requested to do so by the Seller.

7.6.4

If Completion is likely to occur after the Date of Entry, the Seller, if requested to do so by the Purchaser, will apply for a further Advance Notice for the Disposition, in the form adjusted with the Purchaser, and the cost of any additional Advance Notices will be met:-

7.6.4.1

by the Seller, if the delay in settlement is due to any failure or breach by or on behalf of the Seller to implement its obligations under the Missives on time; or

7.6.4.2

by the Purchaser, if the delay in settlement is due to any failure or breach by or on behalf of the Purchaser to implement its obligations under the Missives on time.

7.6.5

The Seller's Solicitors will not provide any letter of obligation which undertakes to clear the records of any deed, decree or diligence.

7.7

Land Register Requirements

7.7.1

Subject to Clause 7.7.2 the Seller will deliver to the Purchaser, on demand from time to time and at the Seller's expense, such documents and evidence as the Keeper may require to enable the Keeper to update or create (as the case may be) the Title Sheet of the Property to disclose the Purchaser as the registered proprietor of the whole of the Property.  Such documents will include (unless the Property comprises part only of a building):-

7.7.1.1

a plan or bounding description sufficient to enable the Property to be identified on the cadastral map; and

7.7.1.2

evidence (such as a plans report) that (i) the description of the Property in the Title Deeds is habile to include the whole of the occupied extent and (ii) there is no conflict between the extent of the Property and any registered cadastral units.

7.7.2

After Completion, the Seller will deliver such documents and evidence as are specified in Clause 7.7.1 only if the Disposition is presented for registration not later than 14 days after Completion.

7.7.3

If the application for registration of the Disposition is rejected by the Keeper, then the Seller will co-operate with the Purchaser and, at the Purchaser’s expense, do such acts and things (including obtaining a further Advance Notice), execute such deeds and documents and deliver such documents and evidence as may be required to enable the Keeper to update or create (as the case may be) the Title Sheet of the Property to disclose the Purchaser as the registered proprietor of the whole of the Property.

7.8

Trust Clause

8.

Leases

8.1

Confirmations

8.1.1

the Leases and the Minute of Variation accurately set out the whole terms of the letting or occupation of the Property;

8.1.2

the Leases and the Minute of Variation; have not been amended or varied in a manner which is binding on the Purchaser and they will not be so amended or varied, prior to Completion, except with the prior written consent of the Purchaser (and save in respect of the Renunciation of the Ground Lease which will be completed prior to Completion pursuant to the Ground Lease Renunciation);

8.1.3

the Seller is not aware of any material breach by the Tenants of any of their obligations under the Leases which would not be reasonably ascertainable from an inspection of the Property;

8.1.4

the Seller has not received written notification from any of the Tenants of claims or disputes under the Leases against the Landlords which are outstanding;

8.1.5

there are no notices issued by the Seller to any of the Tenants, or by any of the Tenants to the Seller, under the Leases which remain to be implemented;

8.1.6

no notices by or on behalf of any of the Tenants exercising any option to break or terminate any of the Leases have been served on the Seller or vice versa;

8.1.7

the Seller has not received written notification of the insolvency, liquidation, administration or receivership of any of the Tenants;

8.1.8

the Seller has not received written notification of the creation of any fixed or floating charges over the interest of any of the Tenants under the Leases; and

8.1.9

The Lease shall continue in force notwithstanding the grant of the Seller Disposition and the entering into of the Ground Lease Renunciation.

8.2

Period to Completion

8.3

Interim Management

8.3.1

In the period from the date of this offer until Completion, the Seller will:-

8.3.1.1

implement its obligations under the Leases;

8.3.1.2

continue to manage the Property and the Leases as a responsible landlord and in accordance with the principles of good estate management; and

8.3.1.3

disclose in writing any changes to the confirmations given in Clause 8.1.

8.3.2

The Seller will not:-

8.3.2.1

terminate or accept a renunciation of any Lease; or

8.3.2.2

grant any new lease; or

8.3.2.3

vary any Lease, or

8.3.2.4

settle any rent review under the Leases, propose or agree any reference to a third party for determination of any rent review or make or agree any proposal for a reviewed rent; or

8.3.2.5

serve any notice under the Leases,or

8.3.2.6

carry out any alterations to the Property

8.3.3

If any application to the Seller for its consent under the Leases is still outstanding, or if any such application is made prior to Completion, the Seller will not grant consent without the prior written approval of the Purchaser.  In relation to each such application, the Purchaser will timeously comply with the obligations of the Seller, as Landlords, failing which the Purchaser will indemnify the Seller fully in respect of all liability incurred by the Seller to the Tenants in relation to the relevant applications.

8.4

Rent Reviews

9.

Completion

9.1

At Completion, the Purchaser will pay the Completion Payment (and any VAT on the Price) to the Seller in terms of Clause 2.1.

9.2

In exchange for the items referred to in Clause 9.1, at Completion the Seller will deliver to the Purchaser;

9.2.1

Disposition

9.2.2

Title Deeds

(b)

all necessary links in title evidencing the Seller's exclusive ownership of the Property;

9.2.3

Leases and the Minute of Variation

9.2.3.1

insofar as held by the Seller, the Leases; and

9.2.3.2

the principal signed Minute of Variation together with completed land register application form and payment in respect of registration dues thereon.

9.2.4

The Guarantee and Rent Deposit Agreement

9.2.5

Disclosed Documents

9.2.6

Legal Reports

9.2.6.1

a legal report brought down to a date as near as practicable to Completion which report will show:-

9.2.6.1.1

no entries adverse to the Seller's interest in the Property;

9.2.6.1.2

the Advance Notice for the Disposition; and

9.2.6.1.3

no other Advance Notices other than those submitted by the Purchaser;

9.2.6.2

a search in the RCIL brought down as near as practicable to Completion showing nothing prejudicial to the ability of the Seller validly to transfer title to the Property to the Purchaser

9.2.7

Charges Searches

9.2.7.1

as near as practicable to Completion; and

9.2.7.2

within 3 months following Completion, to a date at least thirty six days after Completion

9.2.8

Discharge/Deed of Restriction

9.2.8.1

a discharge/deed of restriction duly executed by the heritable creditor in any standard security affecting the Property together with completed and signed application forms for recording/registration and payment for the correct amount of recording/ registration dues; and

9.2.8.2

evidence of the discharge of any standard securities affecting the ground lease interest in the Property, specifically including Discharges by US Bank and Scottish Enterprise, together with evidence of an application having been made to register such discharges in the Land Register of Scotland;

9.2.9

Letter of Consent and Non-crystallisation

9.2.10

Change of Landlord

9.2.11

Construction Documents

9.2.12

Foreign Jurisdiction Opinion Letters

9.2.13

Seller Disposition

9.2.14

Ground Lease Renunciation

9.2.15

Seller's Solicitors' Letter of Undertaking

9.2.16

Licence for Works

9.2.17

Warranties

9.2.18

Other Documents

10.

Post Completion

11.

Insurance

11.1

From the Conclusion Date until Completion, the Seller will keep the Property insured in accordance with the Landlords' obligations under the Leases.  As soon as reasonably practicable after the Conclusion Date, the Seller will make available to the Purchaser written details of such insurances, if it has not already provided this information.

11.2

Immediately following the Conclusion Date, the Seller will use its reasonable endeavours to have the Purchaser's interest in the Property (as purchaser, price unpaid) endorsed or noted on or otherwise (either specifically or generically) covered by its policies of insurance and will exhibit evidence to the Purchaser that it has done so.

11.3

The Seller will:-

11.3.1

within 5 Business Days after Completion cancel such insurances (under reservation of all prior claims); and

11.3.2

provided that the insurance premiums have been paid in full by the Tenants in question, within 5 Business Days after receipt, refund to the relevant Tenants all repayments of premium due to them and exhibit evidence to the Purchaser of having done so.

12.

Damage or Destruction

12.1

Risk of damage to or destruction of the Property will not pass to the Purchaser until Completion.

12.2

If prior to Completion the Property sustains damage (whether insured or otherwise) which at common law would entitle a hypothetical tenant under a hypothetical lease of the Property to an abatement of rent of an amount exceeding 20% of the rent, either party will be entitled to resile from the Missives without penalty on delivery of written notice to that effect to the other's solicitors no later than midday on the date on which Completion is due to take place, time being of the essence.

12.3

If there is any dispute as to whether the Property has suffered such damage, the matter will be referred to the decision of an independent surveyor, who will act as an expert, appointed, failing agreement, by the Chair of the RICS in Scotland on application by either party.  The independent surveyor's decision will be binding on the parties.  If the independent surveyor dies, delays or becomes unwilling or incapable of acting then either the Seller or the Purchaser may apply to the Chair to discharge that independent surveyor and appoint a replacement.  The fees and expenses of the independent surveyor and the cost of appointment are payable by the Seller and the Purchaser in the proportions which the independent surveyor directs and if no direction is made, equally.

12.4

Subject to Clause 12.2 if the Property is damaged or destroyed by an insured risk prior to Completion, the Seller's responsibility to the Purchaser, at Completion, will be:-

12.4.1

to pay to the Purchaser the insurance proceeds received by the Seller to the extent that they have not been spent on reinstatement; and

12.4.2

to assign its rights in respect of the insurance proceeds specified in Clause 12.4.1 to the Purchaser.

13.

Statutory Matters

13.1

Statute

13.2

Statutory Repairs Notices

13.3

Energy Performance

13.3.1

The Seller confirms that a valid current energy performance certificate (in terms of the Energy Performance of Buildings (Scotland) Regulations 2008) will be obtained for, and affixed to, the Property within 3 months of Completion.

13.3.2

The Property is not subject to The Assessment of Energy Performance of Non-Domestic Buildings (Scotland) Regulations 2016.

13.3.3

The Property is not subject to a green deal plan as defined in Section 1 of the Energy Act 2011.

14.

Environmental

14.1

Definitions

(a)

air (including air within buildings or structures, whether above or below ground);

(b)

water (including surface and ground water and water in wells, boreholes, pipes, sewers and drains); and

(c)

land (including surface land and sub-surface strata and any land under seabeds or rivers, wetlands or flood plains);

14.2

Agreement as to Environmental Liabilities

14.2.1

if any notice or requirement of any Environmental Authority made pursuant to the Contaminated Land Regime is served on or made of either of them in respect of the Property or any Hazardous Substances attributable to the Property, then, as between the Seller and the Purchaser, the sole responsibility for complying with such notice or requirement is to rest with the Purchaser to the exclusion of the Seller; and

14.2.2

if any Environmental Authority wishes to recover costs incurred by it in carrying out any investigation, assessment, monitoring, removal, remedial or risk mitigation works under the Contaminated Land Regime in respect of the Property or any Hazardous Substances attributable to the Property from either or both of the Seller and the Purchaser then, as between the Seller and the Purchaser, the sole responsibility for the payment of such costs is to rest with the Purchaser to the exclusion of the Seller.

14.3

Sold with Information

14.3.1

The Purchaser acknowledges to the Seller that:

14.3.1.1

it has been provided with the following reports, surveys and other environmental information prior to the date of this offer:

14.3.1.2

it has carried out or has had the opportunity to carry out its own investigations of the Property for the purposes of ascertaining whether, and if so the extent to which, Hazardous Substances are present in, on, under or over the Property;

14.3.1.3

such information is sufficient to make the Purchaser aware of the presence in, on, under or over the Property of any Hazardous Substances referred to in the reports;

14.3.1.4

it relies at its own risk on the contents of any report, plan and other written material and information either disclosed to it or orally communicated to it by or on behalf of the Seller both as to the condition of the Property and as to the nature and effect of any remedial works which may have been carried out including but not limited to Report on Site Investigations by the Mason Evans Partnership Limited dated January 2013 and no warranty is given

or representation made by or on behalf of the Seller in this respect; and

14.3.1.5

it has satisfied itself as to the condition of the Property.

14.3.2

Both parties agree that:

14.3.2.1

both the Purchaser and the Seller are large commercial organisations;

14.3.2.2

the Purchaser has been given permission and adequate opportunity to carry out its own investigations of the Property for the purpose of ascertaining whether, and if so the extent to which, Hazardous Substances are present in, on, under or over the Property;

14.3.2.3

the transfer of the Property pursuant to the Missives is an open market arm's length transaction; and

14.3.2.4

the Seller will not retain any interest in the Property or any rights to occupy or use the Property following Completion.

14.3.3

The acknowledgements in this Clause 14.3 are made in order to exclude the Seller from liability under the Contaminated Land Regime so that the Seller is not an appropriate person, as defined in it.

15.

No Employees

15.1

As at the Conclusion Date and Completion, the Seller confirms that there are no persons to whom the provisions of the Transfer of Undertakings (Protection of Employment) Regulations 2006 ("Employment Regulations") will apply in relation to:-

15.1.1

the sale of the Property; and

15.1.2

the creation or cessation of any contractual relationship consequent to such sale

15.2

If it is asserted or found by a court or tribunal that the Employment Regulations apply in relation to any person ("Employee"), the Purchaser [or any of its contractors] may terminate the employment of the Employee within 10 Business Days, where it has not already terminated, and if the Purchaser complies with its obligations under this Clause 15 (where applicable), the Seller undertakes to keep the Purchaser and/or its contractors indemnified, on demand, against all costs, claims, liabilities and expenses (including reasonable legal expenses) of any nature arising out of the employment of the Employee prior to Completion or the termination of it (whether it is terminated by the Purchaser or any other person and whether before, on or after Completion).

16.

Guarantees and Construction Documents

16.1

With regard to the Product Guarantees, the Purchaser will:-

16.2

At or Prior to Completion the Seller shall deliver to the Purchaser the Deliverable Items (Completion).

16.3

The Seller shall deliver to the Purchaser as soon as reasonably practicable and, in any event not later than 3 months following the Date of Entry, the Post-Completion Deliverable Items;

16.4

The Seller shall use all reasonable endeavours to procure that the Building Contractor complies with all its outstanding obligations under the Building Contract including rectifying the items identified in the Snagging List and making good defects.  The Seller shall procure that the certifying officer under the Building Contract will deliver any schedule of defects under the Building Contract to the Building Contractor within the time limit for doing so under the Building Contract.  The Seller shall procure that the certifying officer shall (i) consult with and take into consideration and (ii) pass on to the Building Contractor all representations properly made to the certifying officer by the Purchaser not later than one calendar month prior to the expiry of the relevant 12 months defects liability period under the Building Contract.  In the event of the Building Contractor failing to comply in full with its obligations under the Building Contract (including inter alia in relation to the issue of the certificate of making good defects) then the Seller shall exercise its rights under Building Contract to secure performance and will procure that all such outstanding obligations are fulfilled. The Seller undertakes to the Purchaser to take such steps as are necessary to keep the terms of the Retention Bond in full force and effect.

16.5

The Seller shall not vary, alter, assign or novate or otherwise change the Building Contract, the Retention Bond or the Appointment.

16.6

The Seller shall remain liable for outstanding unperformed obligations as employer in relation to the Building Contract.

16.7

The Seller shall, without charge, provide the Purchaser with the original certificate of making good defects issued pursuant to the Building Contract within 10 Business Days of the same being issued.  The Seller shall procure that the Purchaser is given not less than 5 Business Days' notice of the intended inspection by the certifying officer for the purpose of issuing the certificate of making good defects and the Purchaser shall be entitled to attend such inspection and to make representations to the certifying officer and the Landlord as to whether in the Purchaser's opinion the certificate of making good defects can validly be issued and the Landlord shall have due regard to any such representations and shall procure that the certifying officer shall also do so.

16.8

The Purchaser shall permit the Building Contractor and the Seller to access the Property so that they can comply with their respective obligations under the Building Contract and so that the Seller can comply with its obligations under this clause provided that the Seller shall and shall procure that the Building Contractor shall comply in all respects with the terms of the Leases in respect of taking such access and carrying out such works and shall further cause as little disturbance and inconvenience as reasonably possible to the Purchaser and the occupiers of the Property and any neighbouring land.  The Seller must not, and must procure that the Building Contractor shall not, infringe any of the Purchaser's rights nor the rights of any other person in relation to the Property.

17.

Service Contracts

18.

Capital Allowances

19.

Access

19.1

comply with the Seller's reasonable requirements;

19.2

comply with the access restrictions imposed on the Landlords under the Leases; and

19.3

exercise reasonable restraint and make good all loss, injury and damage caused to the Property.

20.

Confidentiality

20.1

Pre-Completion

20.1.1

with the prior written consent of the other party;

20.1.2

to the Purchaser and the Seller's respective agents and professional advisers in connection with the acquisition/sale of the Property;

20.1.3

to the Purchaser's bankers or other providers of finance (and their professional advisers) in connection with the acquisition of the Property;

20.1.4

where required by law; and

20.1.5

where required to comply with the requirements of the Stock Exchange or any other regulatory or government authority.

20.2

Post-Completion

20.3

Agents

21.

Formal Documentation

21.1

Formal Documentation Required

21.2

Complete Agreement

22.

Supersession

22.1

in the case of the provisions relating to TOGC in Clause 3 six years after the Date of Entry;

22.2

in the case of the lease confirmations given in Clause 8 six years after the Date of Entry; and

22.3

in the case of all other provisions the earlier of:-

22.3.1

the date when such provisions have been implemented; and

22.3.2

two years after the Date of Entry except in so far as they are founded on in any court proceedings which have commenced within such two year period.

23.

Landlord Waivers

24.

Construction Documentation and Warranties

24.1

The Seller shall exhibit to the Purchaser as soon as reasonably possible (so far as not already done and in any event not less than 5 Business Days prior to the Date of Entry):-

24.1.1

The executed and completed Building Contract;

24.1.2

The executed and completed Sub-Contracts listed in Part 11 of the Schedule with all annexures relating thereto including the form of Collateral Warranty to be granted in favour of the Purchaser and the Funder

24.1.3

The executed and completed Appointment;

24.1.4

The executed and completed Sub-Consultant Appointments from each of the Sub-Consultants listed in Part 11 of the Schedule with all annexures relating thereto including the form of Collateral Warranty to be granted in favour of the Purchaser and the Funder;

24.1.5

The form of the Letters of Reliance to be granted in favour of the Funder.

25.

Exclusion of Personal Liability

25.1

No personal liability will attach to the Purchaser's Solicitors by virtue of their entering into the Missives in their capacity as agents for the Purchaser.

25.2

No personal liability will attach to the Seller's Solicitors by virtue of their entering into the Missives in their capacity as agents for the Seller.

25.3

The Seller and the Purchaser will be solely liable to each other for compliance with, and fulfilment of, their respective obligations under the Missives.

26.

Assignation

26.1

assign, transfer, grant any fixed security over, hold on trust or deal in any other manner with the benefit of the whole or any part of its interest in the Missives;

26.2

sub-contract any or all of its obligations under the Missives; nor

26.3

purport to do any of the foregoing.

27.

Proper Law and Prorogation

28.

Time Limit

……/s/ Chris McLeish …………………….

…/s/ Ashleigh Farrell……………

Chris McLeish

Partner

For DWF LLP

Witness

Ashleigh Farrell

110 Queen Street

Glasgow     G1 3HD

1.

Title Deeds.

2.

Leases.

•

Scotways Search dated 24 August 2015

•

Roads Adoption Report dated 24 August 2015

•

Plans Report dated 8 August 2017

•

Core Paths Plan

•

VAT5L and the VAT1614A for the Seller

•

Property Enquiry Certificate 8 August 2017

•

Non-Residential Coal Mining Report 8 August 2017

•

Charge Search against Quotient Biocampus Limited to 3 August 2017

•

Legal Report dated 7 August 2017, title number MID166779

•

Legal Report dated 7 August 2017, title number MID4540

•

RCIL Search dated 7 August 2017

•

First Scottish Property Enquiry Certificate dated 15 February 2017

•

Service Charge Budget for 2017/2018

•

Correspondence relative to Kingspan Guarantee dated 24 May 2017

•

STATEMENT OF QUALIFYING EXPENDITURE dated December 2017

•

Completion Certificate dated 22 December 2017

1.

Title sheet and plan MID166779

2.

Extract Ground Lease between Scottish Enterprise and Quotient Biocampus Limited registered in the Books of Council and Session on 19 January 2016

3.

Title sheet and plan MID4540

4.

Signed Lease between Quotient Biocampus Limited and Alba Bioscience Limited dated 14 July 2017

1.

Lease between the Seller and Alba Bioscience Ltd dated 14 July 2017 and the tenant's interest in which is registered in the Land Register of Scotland under Title Number MID 192976 and which is to be registered in the Books of Council and Session

2.

The Minute of Variation of Lease to be entered into between the Seller and Alba Bioscience Ltd

3.

Ground Lease between Scottish Enterprise and the Seller dated 30 November 2015 and registered in the Books of Council and Session on 19 January 2016

4.

Sub-Station Lease between Scottish Enterprise and SP Distribution Limited dated 15 and 16 March and 10 and 19 April 2017

Document

Parties

Date

Comments

Building Contract

(1) Quotient Biocampus Limited and (2) MW High Tech Projects UK Limited

Main Contractor Collateral Warranty

(1) MW High Tech Projects UK Limited and (2) NM Rothschild & Sons Limited

Main Contractor Collateral Warranty

(1) MW High Tech Projects UK Limited and (2) Roslin Assets Limited

Retention Bond

(1) Commerzbank and (2) Quotient Biocampus Limited

18 January 2018

Appointment

(1) MW High Tech Projects UK Limited and (2) Fletcher Joseph (Edinburgh) Limited

17 January 2018

Consultant Warranty

(1) Fletcher Joseph (Edinburgh) Limited and (2) NM Rothschild & Sons Limited

Consultant Warranty

(1) Fletcher Joseph (Edinburgh) Limited and (2) Roslin Assets Limited

Sub-Contract

(1) MW High Tech Projects UK Limited and (2) Rippin Limited

12 April 2016

Sub-Contractor Collateral Warranty

(1) Rippin Limited and (2) NM Rothschild & Sons Limited

Sub-Contractor Collateral Warranty

(1) Rippin Limited and (2) Roslin Assets Limited

Sub-Contract

(1) MW High Tech Projects UK Limited and (2) Thyssen Krupp Elevator UK Limited

4 November 2016

Sub-Contractor Collateral Warranty

(1) Thyssen Krupp Elevator UK Limited and (2) NM Rothschild & Sons Limited

Sub-Contractor Collateral Warranty

(1) Thyssen Krupp Elevator UK Limited and (2) Roslin Assets Limited

Sub-Contract

(1) MW High Tech Projects UK Limited and (2) MMM Medical Equipment UK Limited

22 August 2016

Sub-Contractor Collateral Warranty

(1) MMM Medical Equipment UK Limited and (2) NM Rothschild & Sons Limited

Sub-Contractor Collateral Warranty

(1) MMM Medical Equipment UK Limited and (2) Roslin Assets Limited

Sub-Contract

(1) MW High Tech Projects UK Limited and (2) J and D Pierce Contracts Limited

Sub-Contractor Collateral Warranty

(1) J and D Pierce Contracts Limited and (2) NM Rothschild & Sons Limited

Sub-Contractor Collateral Warranty

(1) J and D Pierce Contracts Limited and (2) Roslin Assets Limited

Sub-Contract

(1) MW High Tech Projects UK Limited and (2) Weir & McQuiston (Scot) Limited

4 December 2017

Sub-Contractor Collateral Warranty

(1) Weir & McQuiston (Scot) Limited and (2) NM Rothschild & Sons Limited

Sub-Contractor Collateral Warranty

(1) Weir & McQuiston (Scot) Limited and (2) Roslin Assets Limited

Sub-Contract

(1) MW High Tech Projects UK Limited and (2) Cube Glass Limited

13 December 2017

Sub-Contractor Collateral Warranty

(1) Cube Glass Limited and (2) NM Rothschild & Sons Limited

Sub-Contractor Collateral Warranty

(1) Cube Glass Limited and (2) Roslin Assets Limited

Sub-Contract

(1) MW High Tech Projects UK Limited and (2) Walker Cladding Limited

17 January 2018

Sub-Contractor Collateral Warranty

(1) Walker Cladding Limited and (2) NM Rothschild & Sons Limited

Sub-Contractor Collateral Warranty

(1) Walker Cladding Limited and (2) Roslin Assets Limited

Sub-Contract

(1) MW High Tech Projects UK Limited and (2) Brook Edgley Specialist Technical Services Limited

Sub-Contractor Collateral Warranty

(1) Brook Edgley Specialist Technical Services Limited and (2) NM Rothschild & Sons Limited

Sub-Contractor Collateral Warranty

(1) Brook Edgley Specialist Technical Services Limited and (2) Roslin Assets Limited

Sub-Sub-Consultant Appointment

(1) Fletcher Joseph (Edinburgh) Limited and (2) Etive Consulting Engineers Limited

Sub-Sub-Consultant Warranty

(1) Etive Consulting Engineers Limited  and (2) NM Rothschild & Sons Limited

Sub-Sub-Consultant Warranty

(1) Etive Consulting Engineers Limited and (2) Roslin Assets Limited

Sub-Sub-Consultant Appointment

(1) Fletcher Joseph (Edinburgh) Limited and (2) PS.Com Limited t/a Christopher Palmer Associates

Sub-Sub-Consultant Warranty

(1) PS.Com Limited t/a Christopher Palmer Associates and (2) NM Rothschild & Sons Limited

Sub-Sub-Consultant Warranty

(1) PS.com Limited t/a Christopher Palmer Associates and (2) Roslin Assets Limited

Sub-Sub-Consultant Appointment

(1) Fletcher Joseph (Edinburgh) Limited and (2) Jeremy Gardner Associates Edinburgh Limited

Sub-Sub-Consultant Warranty

(1) Jeremy Gardner Associates Edinburgh Limited and (2) NM Rothschild & Sons Limited

Sub-Sub-Consultant Warranty

(1) Jeremy Gardner Associates Edinburgh Limited and (2) Roslin Assets Limited

Letter of Reliance

(1) Mason Evans Partnership Limited and (2) Roslin Assets Limited

Letter of Reliance

(1) Mason Evans Partnership Limited and (2) N M Rothschild & Sons Limited (as Agent and Security Agent) and Partnership Life Assurance Company Limited and Rothschild Bank International Limited (as Lenders) (collectively, the "Finance Parties") under the facility agreement dated on or about the date hereof and made between Roslin Assets Limited (a company incorporated in England and Wales company number 10893348) (the "Borrower") and the Finance Parties and each transferee, successor, or assignee of any Finance Party from time to time

RENUNCIATION

between

Scottish Enterprise

and

Quotient Biocampus Limited

A.

the Landlord is in right of the landlord’s part of the Lease entered into between the Landlord and the Tenant and registered in the Land Register of Scotland under Title Number MID166779 (which Lease  is herein referred to as “the Lease”);  

C.

the Tenant has agreed to renounce the Lease on the terms and conditions hereinafter appearing; and

D.

the Landlord has agreed to accept a renunciation thereof upon the said terms and conditions.  

1.

The Tenant hereby renounces the Lease in favour of the Landlord as at [insert date] (hereinafter called "the date of renunciation") notwithstanding the date or dates hereof and the Landlord accepts the foregoing renunciation.

2.

The Landlord and the Tenant hereby absolutely and forever discharge each other of all claims of whatever nature by either of them against or upon or arising out of or in respect of the Lease or the termination thereof;  But the Tenant shall nevertheless pay any amounts due by the Tenant up to the date of renunciation in respect of rent or other charges provided for in terms of the Lease.

3.

Each party shall bear its own legal expenses in connection with the preparation and execution of these presents and all matters connected herewith.

4.

The Tenant warrants the foregoing renunciation.

5.

The Landlord and the Tenant consent to registration hereof for preservation and execution:  IN WITNESS WHEREOF

DWF LLP
110 Queen Street

Glasgow

G1 3HD  

DWF:  CJM/2016677-5

2017

minute of variation of lease

between

quotient biocampus limited

and

ALBA BIOSCIENCE LIMITED

Subjects: Site 3, Bio Campus, Roslin, Midlothian

DWF LLP
110 Queen Street

Glasgow

G1 3HD  

1.

Interpretation

2.

Variation Of Lease Terms

2.1.

With effect from the date of last execution of this Minute of Variation, the Lease will be varied as follows:-

2.2.

"means the Consumer Price Index figure as published from time to time on behalf of HM Government of the United Kingdom by the Office for National Statistics or any successor body

and in the event of (1) discontinuation thereof, such other inflation index being the nearest reasonably equivalent thereto as the Landlord and the Tenant agree both acting reasonably, or (2) a material change in the basis of such index, such index duly modified in such manner as the Landlord and the Tenant may agree both acting reasonably to accommodate such change in the basis of such index (and in the event of dispute as may be determined by an expert to be appointed by written agreement between the Landlord and the Tenant, or in default of such agreement being reached within a period of four weeks of either party notifying the other of the requirement for an expert to be appointed, to be nominated by the President for the time being of the Institute of Chartered Accountants in Scotland);

2.3.

Clause 4.2 of the Lease shall be delete and there shall be substituted therefor:

(a)

For the period from the Date of Entry until 29 September 2018 – the rent of £1,200,000 STERLING per annum;

(b)

For the period from 30 September 2018 until 29 September 2019 – the rent of £1,236,000 STERLING per annum;

(c)

For the period from 30 September 2019 until 29 September 2020 – the rent of £1,273,080 STERLING per annum;

(d)

For the period from 30 September 2020 until 29 September 2021 – the rent of £1,311,272.40 STERLING per annum;

(e)

For the period from 30 September 2021 until 29 September 2022 – the rent of £1,350,610.57 STERLING per annum;

(f)

For the period from 30 September 2022 until 29 September 2023 – the rent of £1,391,128.89 STERLING per annum;

(g)

For the period from 30 September 2023 until 29 September 2024 – the rent of £1,432,862.76 STERLING per annum;

(h)

For the period from 30 September 2024 until 29 September 2025 – the rent of £1,475,848.64 STERLING per annum;

(i)

For the period from 30 September 2025 until 29 September 2026 – the rent of £1,520,124.10 STERLING per annum;

(j)

For the period from 30 September 2026 until 29 September 2027 – the rent of £1,565,727.82 STERLING per annum;

(k)

For the period from 30 September 2027 until 29 September 2032 – the rent of £1,612,699.65; and

4.2.2

On each review date, the yearly rent shall be reviewed and the yearly rent payable in respect of each review period shall be the higher of (i) the yearly rent payable immediately before that review date, (ii) the Increased Sum as calculated in accordance with the provisions of clause 4.2.2.1;

4.2.2.1

The Increased Sum shall be the sum “R5” which is the product of the following formulae carried out consecutively:

a

= the rent payable immediately before the relevant review period (disregarding any abatement of rent applicable at that time);

c

= CPI for(i) August 2027, in the case of the first review date, or (ii) in the case of any subsequent review date, the month preceding the month in which the preceding review date fell;

b1

= CPI for (i) August 2028 (in the case of the first review rate), or (ii) the month preceding the first anniversary of the preceding review date in the case of all other review dates;

b2

= CPI for (i) August 2029 (in the case of the first review date), or (ii) the month preceding the second anniversary of the preceding review date in the case of all other review dates;

b3

= CPI for (i) August 2030 (in the case of the first review date), or (ii) the month preceding the third anniversary of the preceding review date in the case of all other review dates;

b4

= CPI for (i) August 2031 (in the case of the first review date), or (ii) the month preceding the fourth anniversary of the preceding review date in the case of all other review dates; and

b5

= CPI for (i) August 2032 (in the case of the first review date), or (ii) the month preceding the fifth anniversary of the preceding review date in the case of all other review dates.

4.2.2.2

If for any reason the Increased Sum is not agreed or determined until after the relevant review date the Tenant shall continue to pay the yearly rent at the rate applicable immediately before that date and on the day on which the new rent is agreed or determined the Tenant shall pay the amount of any increase for the period from and including the relevant review date up to the rent payment date (referred to in Clause 5.1 of this Lease) following that determination together with interest at 4% below the rate of Interest on each part of that payment for the period on and from the date on which that part would have been payable had the new rent been agreed or determined before the review date up to the date on which payment is due.

4.2.4

As soon as practicable after the amount of the revised rent shall have been ascertained, a Minute of Agreement recording the amount of the revised rent and incorporating the Tenant’s consent to registration of such Minute of Agreement for preservation and execution shall be executed by the Landlord and the Tenant and the Tenant shall meet the proper legal costs incurred by the Landlord in connection with the Minute of Agreement and the Tenant shall pay the Land and Building Transaction Tax (if any) on the Minute of Agreement, the costs of registration thereof in the Books of Council and Session and of obtaining three extracts (one for the Tenant).

4.2.5

It is expressly agreed that acceptance by the Landlord at any time after a review date of (or demand by the Landlord at any such time for) rent at the yearly rate payable prior to such review date shall not be regarded as acceptance by the Landlord that such rent represents the revised rent as from such review date or as a waiver of or personal bar on the right of the Landlord to set in motion at any time after the relevant review date the machinery for review of the rent or to collect the revised rent as and from such review date all as hereinbefore provided."

2.4.

The following wording shall be added at the end of Clause 5.6.1 of the Lease "and (c) the Tenant's foregoing obligations shall apply and be fully enforceable by the Landlord irrespective of the fact that the Landlord may possess any right against any other party in respect of the initial construction of the Premises and/or the rectification of any defects therein".

2.5.

There shall be added at the end of Clause 5.6.7 the following sentence: "the Tenant shall ensure that it complies in full with all product, services and construction guarantees applicable to the Premises and without prejudice to the foregoing generality it will not cause the same to become invalidated or unenforceable in whole or in part".

2.6.

With regard to Clause 5.9.3 of the Lease, the words or "(save where ancillary to the permitted use)" shall be added between the words "or" and "for" on the 7^th line thereof.

2.7.

Clause 5.9.5.1 of the Lease shall be delete.

2.8.

With regard to Clause 5.12.3.1 of the Lease, the word "full" shall be added before the words "market rent" in the third line thereof.

2.9.

With regard to clause 5.28.2 of the Lease, the reference to "Development Works" shall be a reference to "Development Works" as defined in the Superior Lease.

2.10.

With regard to Clause 5.11.2 of the Lease, the following provisions shall be added at the end thereof:-

5.11.2.1

It shall be reasonable for the Landlord to refuse consent to an assignation where the financial standing of the proposed assignee is such that having regard to the provisions of this Lease and all other relevant matters, the value of the Landlord's

interest in the heritable interest subject to this Lease would be diminished if the proposed assignation took place;

5.11.2.2

The Landlord's consent shall in every case (unless expressly excluded by the Landlord) be subject to conditions requiring that such security as the Landlord reasonably requires is provided for the proposed assignee including:-

(a)

the provision of a rent deposit in such amount as the Landlord reasonably requires (but not being more than equivalent to 12 months' rent) and the entering into by the proposed assignee with the Landlord of a rent deposit deed in such form as the Landlord reasonably requires; and/or

(b)

The provision of not more than 2 guarantors reasonably acceptable to the Landlord, of the proposed assignee's undertakings and obligations as tenant under this Lease, which guarantors shall enter into a Guarantee in the form set out in the Schedule to the Lease or in such other form as the Landlord shall reasonably require."

2.11.

With regard to Clause 6.1 of the Lease:-

(a)

The words "the Tenant or any guarantor of the Tenant's obligations (a "Guarantor") shall be added between the words "or" and "(being" in the sixth line thereof;

(b)

The words "or such Guarantor" shall be added between the words "Tenant" and the word "or" in the thirteenth line thereof;

(c)

The words "or such Guarantor's" shall be added between the words "Tenant's" and "effects" in the fourteenth line thereof;

(d)

The words "or such Guarantor" shall be added between the words "Tenant" and "shall" in the fifteenth line thereof.

2.12.

Clause 6.4.2.1 of the Lease shall be delete and the following shall be substituted therefor:

2.13.

With regard to Clause 6.6 of the Lease, the word "being" shall be added between the words "notice" and "herein" in the second line thereof.

2.14.

A new Clause 6.14 shall be added to the Lease in the following terms:-

3.

Costs

3.1.

The Tenants shall pay any Land and Buildings Land Transaction tax due in respect of the land transaction documented by these presents and will deliver to the Landlords within 30 days of the effective date of any such land transaction a Land and Buildings Transaction tax acknowledgement in relation to and such liability on such land transaction and otherwise each party shall meet their own costs in connection with this Minute of Variation.

4.

Terms of Lease

5.

Consent to Registration

1.1

In this Guarantee:

"Interest" means interest on the sum in question at 4% per cent per annum above the base rate from time to time of Royal Bank of Scotland plc from the date that such sum is due for payment or, if there is no such date specified, the date of demand for such sum until such sum is paid;

"Lease" means the lease between [          ] and [          ] dated [          ] and [          ] and [about to be] registered in the Books of Council and Session and [also recorded in the Division of the General Register of Sasines for the County of [          ]]  [the Tenant's interest in which is registered in the Land Register of Scotland under Title Number [          ]] on [          ];

"Property" means [          ] being the subjects more particularly described in the Lease;

"Relevant Event" means any of the following events or circumstances:

(i)

The Tenant going into liquidation including provisional liquidation or a petition being presented or resolution proposed or passed for their liquidation;  

(ii)

The Tenant having a receiver appointed in respect of any part of their undertaking or assets;

(iii)

[The Tenant (not being a corporate body) having their estates sequestrated or becoming insolvent or apparently insolvent or signing a trust deed for creditors or effecting or proposing any general composition with their creditors;]

(iv)

The Tenant being dissolved, struck off or otherwise ceasing to exist;

(v)

The Landlord serving notice on the Tenant that an event has occurred which entitles the Landlord to irritate the Lease;  

(vi)

The Lease being terminated by reason of irritancy;

(vii)

The Tenant having an administrator appointed or a petition being presented for the appointment of an administrator or notice of intention to appoint an administrator being given;

(viii)

The Tenant instituting or giving notice of or indicating an intention to institute a voluntary arrangement or composition in respect of their debts or affairs; or

(ix)

The Tenant becoming unable to pay their debts within the meaning of section 123 of the Insolvency Act 1986;

1.2

In this Guarantee, unless otherwise specified or the context otherwise requires:

1.2.1

any reference to one gender includes all other genders;

1.2.2

words in the singular only include the plural and vice versa;

1.2.3

any reference to the whole is to be treated as including reference to any part of the whole;

1.2.4

any reference to a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) [and that person's personal representatives, successors or permitted assignees]; words importing individuals include corporations and vice versa;

1.2.5

any references to this Guarantee or to the Lease or to any other document are references to this Guarantee, the Lease or to that other document as varied, supplemented, assigned, novated or replaced from time to time;

1.2.6

any reference to a Clause is to the relevant Clause of this Guarantee;

1.2.7

any reference to a statute or statutory provision includes any subordinate legislation which is in force from time to time under that statute or statutory provision;

1.2.8

any reference to any statute, statutory provision or subordinate legislation is a reference to it as it is in force from time to time taking account of any amendment or re-enactment;

1.2.9

any phrase introduced by the words "including", "include", "in particular" or any similar expression is to be construed as illustrative only and is not to be construed as limiting the generality of any preceding words;

1.2.10

references to writing or written do not include [faxes or] e-mail;

1.2.11

where at any one time there are two or more persons included in the expression "Guarantor" obligations contained in this Guarantee which are expressed to be made by the Guarantor are binding jointly and severally on them and their respective executors and representatives whomsoever without the necessity of discussing them in their order;

1.3

The headings in this Guarantee are included for convenience only and are to be ignored in construing this Guarantee.

1.4

Unless the context otherwise requires, words and expressions which are defined in the Lease will bear the same meanings for the purposes of this Guarantee.

2.1

all liabilities, losses, costs, damages and expenses incurred by the Landlord by reason of or in connection with any such failure together with Interest; and

2.2

all costs and expenses properly and reasonably incurred by the Landlord in connection with the enforcement of this Guarantee together with Interest.

4.1

The Guarantor undertakes to indemnify the Landlord on demand against all liabilities, losses, costs, damages and expenses which the Landlord may incur by reason of or in connection with any failure by the Tenant to make payment of or perform any of the Guaranteed Obligations as and when they fall due or as a result of any of the Guaranteed Obligations being or becoming void or unenforceable for any reason or the Guaranteed Obligations for any reason not being recoverable or capable of performance under Clause 2, together with Interest.

4.2

The Guarantor undertakes to indemnify the Landlord on demand against all liabilities, losses, costs, damages and expenses which the Landlord may incur by reason of or in connection with the Tenant proposing or entering into any company voluntary arrangement or other scheme or arrangement having or purporting to have the effect of impairing, compromising or releasing any or all of the Guarantor's obligations under this Guarantee.

5.1

a new lease of the Property for a period equal to the residue of the term of the Lease which would have remained if the Relevant Event had not occurred, at the same rent and on the same terms as the Lease commencing on the date of the Relevant Event, except that any works

carried out by or on behalf of the Tenant (or its predecessor as tenant under the Lease) will be treated by reference to the date of entry under the Lease and not the date of the Relevant Event; or

5.2

an assignation to the Guarantor of the Tenant's interest under the Lease, effective from the date of the Relevant Event.

6.1

on the part of the Tenant under the Lease, or

6.2

on the part of the Guarantor under this Guarantee

7.1

the Landlord holding, acquiring, failing to perfect, releasing or giving up any obligation, security or remedy (present or future) for the obligations of the Tenant under the Lease or any neglect, delay or forbearance on the part of the Landlord in enforcing such obligation, security or remedy;

7.2

the Landlord giving time or any other indulgence to the Tenant;

7.3

any variation, amendment, supplement or extension whether formal or informal, of the terms of the Lease or the implementation of any rent review provisions in the Lease;

7.4

the Landlord irritating the Lease;

7.5

the Landlord releasing any person(s) comprised in the Tenant from liability under the Lease, or

7.6

any other act, omission or event whereby (but for this Clause) the Guarantor would be discharged in whole or in part from this Guarantee.

9.1

The Landlord has the right to assign or transfer this Guarantee to its successors as landlord under the Lease without the consent of the Guarantor.  

9.2

The Guarantor does not have the right to assign or transfer their rights or obligations under this Guarantee.

10.1

Until the Guaranteed Obligations have been fully and unconditionally paid or performed, the Guarantor will not be entitled to share any security held or money received by the Landlord on account of the Guaranteed Obligations.

10.2

Until the Guaranteed Obligations have been fully and unconditionally paid or performed, the Guarantor waives its rights of subrogation, reimbursement and indemnity against the Tenant and any other person and any other right they may have to stand in the place of the Landlord in respect of any security from or money payable by the Tenant or any other person.

10.3

Until the Guaranteed Obligations have been fully and unconditionally paid or performed, the Guarantor will have no recourse, nor be entitled to pursue any right or remedy, against the Tenant arising from the performance of any of the Guarantor’s obligations under this Guarantee.

10.4

In the event of the liquidation, receivership, administration, sequestration or other insolvency or dissolution of the Tenant the Guaranteed Obligations will be deemed to continue to be due and outstanding until fully and unconditionally paid or performed.  The Landlord will be entitled to claim in the liquidation, receivership, administration, sequestration or other insolvency of the Tenant for the full amount of the Guaranteed Obligations and to retain the whole of the dividends from such claim to the exclusion of any rights of the Guarantor as guarantor in competition with the Landlord until the Landlord' claim is satisfied in full.

11.1

All payments due by the Guarantor under this Guarantee will be made without any retention, deduction, set-off or counterclaim and free from any deduction or withholding for or on account of any taxes or other charges in the nature of taxes imposed by any competent authority.  If any such deduction or withholding is required by law the Guarantor will pay the Landlord such additional amount as may be necessary to ensure that the Landlord receives the full amount of the relevant payment as if such deduction or withholding had not been made.

11.2

The Guarantor will not be entitled to withhold or restrict performance of any obligation by it under this Guarantee by reason of any purported right or claim of retention, set off or counterclaim or for any other reason.

13.1

The Guarantor will pay to the Landlord within five Business Days after written demand:

13.1.1

the legal fees and expenses reasonably and properly incurred by the Landlord in connection with the preparation and execution of this Guarantee;

13.1.2

the costs of registering this Guarantee in the Books of Council and Session and of obtaining [three] extracts ([one] of which will be delivered to the Guarantor's solicitors);

13.1.3

the legal fees and expenses reasonably and properly incurred by the Landlord in connection with the preparation and completion of any new lease or assignation entered into under the terms of Clause 5 including the registration dues on such new lease or assignation [and of obtaining [three] extracts (one of which will be delivered to the Guarantor's solicitors)];

13.1.4

all Value Added Tax on any of the fees, costs and expenses set out above.

13.2

If any amount specified in Clause 13.1 is not paid within [14] days of demand the Guarantor will pay Interest on such amounts.

13.3

The Guarantor will be responsible for any Land and Buildings Transaction Tax chargeable on any such new lease or assignation.

14.1

Any notice, demand, request or certificate required by this Guarantee will be in writing and may be delivered personally, sent by post or transmitted by fax to the relevant party [using the relevant details specified in Clause 14.3].

14.2

Any notice, demand, request or certificate will be deemed to be received:

14.2.1

if delivered personally, (with proof of delivery) at the time of delivery;

14.2.2

if sent by recorded delivery post, 48 hours after the date of posting; and

14.2.3

in the case of fax, at the time when the sender's fax machine confirms transmission;

14.3

[The details referred to in Clause 14.1 are:

[Guarantor]

Fax Number:[          ]

2017

DISPOSITION

by

(1)SCOTTISH ENTERPRISE

in favour of

(2) QUOTIENT BIOCAMPUS LIMITED

Subjects: Site 3, Bio Campus, Roslin, Midlothian

DISPOSITION

by

QUOTIENT BIOCAMPUS LIMITED

in favour of

ROSLIN ASSETS LIMITED

1.

The parties to the Joint Election

The Seller

whose registered office is situated at

Tax Reference

The Purchaser/Beneficial Owner

whose registered office is situated at

Tax Reference

18

The Property to be Acquired

Address:

Registered under Title Number:

19

The Interest Acquired

20

The Joint Election

¹ 

Since 1 April 2008, there has been a differentiation between expenditure on fixtures which are not integral features (which forms part of the main rate pool and qualifies for a writing down allowance of 18% (from April 2012) and expenditure on fixtures which are integral features (which forms part of a special rate pool and qualifies for  a writing down allowance of 8% (from April 2012)).  However, any expenditure that (i) was incurred before 1 April 2008, (ii) was within the main pool and (iii) related to fixtures which are integral features, will stay in the main pool and attract the main rate of capital allowances.  Either Table A or Table B should be completed depending on the type of plant and machinery fixtures being transferred and when they were acquired.

Plant and machinery fixtures which are integral features (within the meaning of Section 33A(5) of the Capital Allowances Act 2001)

£[                    ]

Plant and machinery fixtures which are not integral features

£[                    ]

Plant and machinery fixtures which are integral features (within the meaning of Section 33A(5) of the Capital Allowances Act 2001), the expenditure on which forms part of the Seller's main pool

£[                    ]

Plant and machinery fixtures which are integral features, the expenditure on which forms part of the Seller's special rate class pool

£[                    ]

Plant and machinery fixtures which are not integral features

£[                    ]

Item

8% Special Rate Pool

18 % Main Pool

Heating and Ventilation installation

Hot water installation

Electrical switchgear

Emergency lighting

Fire alarms

Electrical and goods lift installation

External lighting

Passenger and goods lift installation

² 

Note that a number of the following items describe systems or installations which may be comprised of more than one plant and machinery fixture.  If in those cases some of the fixtures are integral features and others are not, it will be necessary to make a separate apportionment in the table between the expenditure allocated to fixtures which are integral features and the expenditure allocated to fixtures which are not.  In such cases a further apportionment may need to be made of the expenditure allocated to integral features if the Seller's expenditure on integral features has been allocated in part to its main pool and in part to its special rate class pool (by way of example, see guidance in relation to Table A and Table B above).

Escalators

Trade and information signs

Mechanical door closers

Carpets

Door mats

Furniture and fittings

Sanitary equipment

Total

1.

Building Contract between Quotient Biocampus Limited and MW High Tech Projects UK Limited

2.

Building Sub-Contract between MW High Tech Projects UK Limited and Weir & McQuiston (Scot) Ltd

3.

Building Sub-Contract between MW High Tech Projects UK and Limited and Rippin Limited

4.

Building Sub-Contract between MW High Tech Projects UK and Walker Cladding Limited

5.

Building Sub-Contract between MW High Tech Projects UK and Thyssen Krupp

6.

Building Sub-Contract between MW High Tech Projects UK and MMM Medical Equipment Limited

7.

Building Sub-Contract between MW High Tech Projects UK and J&D Pierce Contracts

8.

Building Sub-Contract between MW High Tech Projects UK and Brooke Edgley Specialist Technical Services

9.

Building Sub-Contract between MW High Tech Projects UK and Cube Glass Limited

10.

Consultant Appointment - Fletcher Joseph (Edinburgh) Limited (Architect)

11.

Sub-Consultant Appointment - JGA (Fire Engineer) Sub-Consultant Appointment - Christopher Palmer Associates (Landscape Designer)

12.

Sub-Consultant Appointment - Etive Consulting Engineers Ltd (Structural Engineer)

13.

Letter of Reliance - Mason Evans Partnership

DWF Draft (1) 2016677-5

LICENCE FOR WORKS AGREEMENT

between

QUOTIENT BIOCAMPUS LIMITED

and

ALBA BIOSCIENCE LIMITED

Subjects: Site 3, Bio Campus, Roslin, Midlothian

DWF LLP

110 Queen Street

Glasgow

G1 3HD

1.

Definitions and interpretation70

2.

Grant of consent72

3.

Tenant's obligations72

4.

Lease obligations73

5.

Rent review73

6.

Reinstatement at expiry73

7.

Irritancy74

8.

Rights of others74

9.

Costs74

10.

No warranty74

11.

Ratification of Lease74

12.

Consent to registration74

Part 1 Conditions

75

Part 2 Drawings showing the Works

79