Lease of Part 6th Floor, The Northern & Shell Building, Number 10 Lower Thames Street, London, EC3R 6EN, between Massive Interactive Media Ltd. and Express Newspaper, dated January 13, 2014

In consideration of the rents and covenants on the part of the Tenant reserved and contained in this Lease the Landlord demises with full title guarantee the Premises to the Tenant TOGETHER WITH the rights mentioned in Schedule 2 EXCEPT AND RESERVING the rights mentioned in Schedule 3 AND SUBJECT to those matters as mentioned in Schedule 4 TO HOLD for the Contractual Term starting on the Term Commencement Date (determinable nevertheless as provided in this Lease) YIELDING AND PAYING during the Term:

to pay the reserved rents at the times and in the manner specified in this Lease (and if and for so long as required by the Landlord to pay the Yearly Rent by banker’s standing order to such bank account in the United Kingdom as the Landlord shall from time to time notify the Tenant in writing);

to pay Interest on any sums due and payable under this Lease (whether by way of Yearly Rent or otherwise and after as well as before judgment) from the date 14 days from the date on which any such sum is due and payable (unless any other date is specified in this Lease) until the date of payment or (if acceptance of any such unpaid sum shall be declined by the Landlord because of any breach of covenant which could give rise to a right of re-entry pursuant to clause 6.1) to the date upon which payment is accepted by the Landlord and Interest shall accrue on a daily basis and shall be payable on demand;

From time to time throughout the Term so often as maybe reasonably necessary in a proper and workmanlike manner using good quality materials and following any manufacturer’s instructions:

 

4.11.3

not to make internal non-structural alterations to the Premises without the previous approval in writing of the Landlord and in accordance with plans and specifications previously approved in writing by the Landlord (such approval not to be unreasonably withheld or delayed but no works shall be permitted which may adversely affect the external appearance or the structural integrity of the Building or the Premises or the provision or cost of supplying Utilities facilities or amenities to other Lettable Areas or the Common Parts) provided always that:

 

4.11.3.1

during the period of six months immediately preceding the expiry or sooner determination of the Term the Tenant shall remove all alterations (unless requested not to do so by the Landlord) and reinstate the Premises to the state and condition prior to the carrying out of the works and make good all consequential damage to the reasonable satisfaction of the Landlord and any Superior Landlord; and

 

4.11.3.2

the Landlord may as a condition of giving such consent require the Tenant to enter into such reasonable covenants with the Landlord as the Landlord may reasonably require for the execution and supervision of such works;

within twenty eight days after any assignment of the Premises to give notice to the Landlord in writing and to produce all relevant documents together with a certified copy of each of them for retention by the Landlord and to pay the Landlord or the Landlord’s solicitors a reasonable fee (in any event not more than Fifty Pounds plus VAT) for registration of the notice;

to permit the Landlord or persons authorised by the Landlord to enter upon the Premises upon reasonable prior notice for the purpose of erecting a notice board in a reasonable location so as not to interfere with the Tenants or any undertenants business being carried on in the Premises at any time during the last six calendar months prior to the expiry or sooner determination of the Term stating that the Premises are to let and at any time during the Term stating that the Building is for sale and not to remove interfere with or obscure the notice board and to permit all persons by order in writing of the Landlord or the Landlord’s agents to view the Premises at all reasonable hours in the daytime with reasonable notice without interruption;

to permit the Landlord and persons authorised by the Landlord from time to time and with or without workmen to exercise the rights excepted and reserved in Schedule 3;

not to obstruct any windows lights access or Conduits belonging to or serving the Premises nor to permit any new window light access Conduits or other encroachment or easement to be made into against upon or over the Premises and in case any person attempts to make any encroachment or acquire any easement on each occasion to give notice in writing to the Landlord immediately the Tenant becomes aware of it and at the cost of the Landlord to take all reasonable steps that may be necessary or desirable to prevent any new encroachment or easement being made or acquired;

to give notice in writing as soon as reasonably practicable to the Landlord of any:

at all times to keep the Landlord indemnified against all actions proceedings losses liabilities costs damages expenses claims and demands howsoever arising out of or resulting from:

if at any time during the Term the Guarantor (if any) or (where the Guarantor comprises more than one person) any one or more of those persons either dies becomes bankrupt or has a receiving order made against him or being a company enters into liquidation whether compulsory or voluntary or an application is made for a Receiver or Administrator or Administrative Receiver to be appointed of all or any part of its assets or if it is struck off or ceases to exist to give notice in writing to the Landlord immediately with full details and within twenty eight days of being so requested by the Landlord (which it may do or not at its absolute discretion) to procure within 3 months at the expense of the Tenant in all respects that some other person or persons acceptable to the Landlord shall enter into guarantor obligations with the Landlord (such acceptance not to be unreasonably withheld or delayed) in the terms detailed in Schedule 5 with such variations as the Landlord shall reasonably require to suit the circumstances of each case;

to observe and perform all and any covenants stipulations and other matters of any kind contained or referred to in Schedule 4 affecting the Premises or the Building (save only insofar as the Landlord covenants expressly in this Lease to observe and perform them);

if this Lease should be registered at the Land Registry under the Land Registration Act 2002 the Tenant will:

Except to the extent required by law and save where necessary to implement this Lease not to divulge or communicate to any person any of the terms of this Lease or any other information received from or on behalf of the Landlord and to take all reasonable steps to bind its servants, agents and advisers in this behalf.

The Landlord covenants with the Tenant throughout the Term (but not so as to bind or impose any liability upon the Landlord after the Landlord has parted with the reversion immediately expectant on the Term):

that the Tenant shall and may peaceably and quietly hold and enjoy the Premises during the Term without any interruption or disturbance from or by the Landlord or any person or persons lawfully claiming through under or in trust for the Landlord or by title paramount;

Subject to the payment of the Yearly Rent reserved by this Lease to use all reasonable endeavours to provide the Services:

whereupon this demise shall immediately determine but without prejudice to any rights or remedies which may then have accrued to the Landlord in respect of the non-payment of the rents reserved or other sums made payable by this Lease or either party in respect of any breach or non-observance or non-performance of any of the covenants conditions and agreements contained in this Lease;

If at any time during the Term the Premises or the access thereto shall be damaged or destroyed by any Insured Risk so as to be unfit for occupation or use or inaccessible then so long as the policy of insurance for the time being in force shall not have been vitiated or payment of the policy money withheld or refused in whole or in part by reason of any act default or omission of the Tenant licensee or visitor of the Tenant or anyone at the Premises or the Building with the Tenant’s authority whether express or implied the Yearly Rent or a fair proportion according to the nature and extent of the damage sustained shall be suspended until the Premises shall again be rendered fit for occupation and use and capable of reasonable access or until expiry of 3 years (or such longer period for which the Superior Landlord has maintained loss of rent insurance) whichever period shall be the longer and any dispute between the Landlord and the Tenant concerning this provision shall be Referred to Arbitration;

Any statutory right of the Tenant to claim compensation from the Landlord whether on vacating the Premises or otherwise is excluded to the extent permitted by law;

The Tenant irrevocably appoints the Landlord to be the Tenant’s agent to store and/or dispose of any of the Tenant’s fixtures and fittings furniture and effects left by the Tenant on the Premises for more than twenty eight days after the expiry or sooner determination of the Term on any terms which the Landlord thinks fit without the Landlord being liable to the Tenant save to account for the net proceeds of the sale less the cost of storage (if any) and any other expenses reasonably incurred by the Landlord;

Nothing contained in this Lease shall confer on the Tenant any right to the benefit of or to enforce any covenant or agreement contained in any lease or other instrument relating to any adjoining property of the Landlord or which would limit or affect the right of the Landlord to deal with such property at any time in any manner which may be thought fit;

Nothing contained or referred to in this Lease shall operate either expressly or impliedly to grant to or confer upon the Tenant the benefit of any easement right or privilege save only as expressly granted to or conferred upon the Tenant in Schedule 2;

except insofar as the Landlord expressly covenants in this Lease the provision of Services by the Landlord shall be in its absolute discretion;

The Landlord does not warrant that the Premises may lawfully be used for the Permitted Use or for any other purpose;

The return to the Tenant of any instalment of Yearly Rent paid by bankers standing order or direct debit as soon as reasonably practicable after its receipt shall be treated as a refusal by the Landlord to accept that payment of Yearly Rent and the receipt of any such instalment of Yearly Rent so returned shall not give rise to a presumption that the Landlord has waived its rights of forfeiture under this Lease;

then on the Termination Date, the Term and this demise shall cease and determine with immediate effect but without prejudice to the rights of either party in respect of any antecedent breach of covenant or other provision of this Lease by the other.

Unless expressly stated nothing in this Lease will create any rights in favour of any person pursuant to the Contracts (Rights of Third Parties) Act 1999.

ALL those parts of the 6th Floor of the Building shown edged red on Plan No 1 which shall include where they exist and where the context so admits for the purpose of obligation as well as grant:

but excluding the structural parts load bearing framework roofs foundations joists and external walls of the Building and the Conduits and all Landlord’s fixtures and fittings and plant equipment and machinery within but not exclusively serving the Premises

The right during the Term (so far as the Landlord has power to grant the same and subject to the provisions of this Lease and to Regulations from time to time) in common with the Landlord those authorised by the Landlord and all others having the like right from time to time and on a 24 hours 7 days a week basis:

 

1.

to the free running of Utilities through the Conduits designed for that purpose passing in through or under the Building provided that the Landlord may at any time stop up remove alter or make connections to the Conduits if the Landlord makes available to the Tenant where appropriate suitable alternative Conduits;

 

2.

of access to and egress from the Premises over and the use of such of the Common Parts (including any lifts) as the Landlord acting reasonably shall from time to time specify in Regulations or otherwise notify to the Tenant specifying where appropriate whether such access egress and use is permissible with vehicles or on foot only;

 

3.

to display the Tenant’s name on any signboard maintained by the Landlord in the ground floor reception area of the Building and in the sixth floor lobby of the Building in keeping with the nature of that signboard (with equal prominence being given on such signboard to each occupier of each floor of the Building);

 

4.

to enter on the Common Parts of the Building so far as may be necessary to comply with the Tenant’s covenants in this Lease subject to (a) the Tenant giving not less than 48 hours prior written notice (except in the case of emergency when no notice shall be required) and (b) the Tenant making good any damage caused to the Common Parts and causing as little disturbance as reasonable in the context of any works being carried out;

 

5.	for its employees to use the toilet facilities within the Common Parts and the shower facilities within the Common Parts on the ground, first and fourth floors of the Building;

 

6.	so long as such facilities are provided in the Building the employees of the Tenant may have the shared use of

 

(a)

the 9th Floor canteen on a paying basis during such times as it is open (current opening times 08.00 to 17.00 Monday to Friday - variable with public holidays)

 

 

 

 

 

(b)

meeting rooms where the same are available and subject to the same being booked with the Building’s reception staff and to be charged at the rate for time to time payable (the current rates being £100 per hour for rooms designated to accommodate up to 8 people and £155 per hour for rooms designated to accommodate 9 to 20 people - to include tea, coffee and biscuits) any increase in such rates to be in keeping with such rates as may be charged from time to time for such facilities in respect of comparable serviced office accommodation in this area of the City of London;

 

(c)

the terrace at sixth floor level subject to (i) not causing disturbance to other occupiers of the Building (ii) not overloading the terrace (iii) there being appropriate restrictions on numbers and (iv) not interfering with the Landlord’s maintenance and other equipment on the exterior of the Building and any work that the Landlord may carry out to the exterior of the Building from time to time;

 

all the above facilities being at the Landlord’s reasonable discretion and subject to such Regulations as the Landlord may reasonably stipulate from time to time;

 

7.	to support and protection for the Premises from the Common Parts to the extent that the Common Parts provide support and protection to the Premises as at the date of this Lease.

The right for the Landlord and all persons authorised by the Landlord from time to time to rebuild alter or develop the Building or any adjoining property of the Landlord in such manner as the Landlord may think fit despite any resulting interference to the access of light or air to the Premises and the right to use the remainder of the Building and any adjoining property of the Landlord for any purpose to the intent that nothing contained in this Lease shall by implication of law or otherwise operate to confer upon the Tenant any easement right or privilege over any adjoining property of the Landlord (save those specifically granted in Schedule 2 of this Lease) which might restrict or prejudicially affect its future rebuilding alteration or development nor shall the Tenant be entitled to compensation for any damage or disturbance caused by or suffered through any such use rebuilding alteration or development but Provided That the Landlord shall at all times ensure that the Tenant has sufficient means of access to the Premises to enable the Tenant’s occupation and use of the Premises.

The right for the Landlord and all persons authorised by the Landlord from time to time with or without workmen at any time during the Term and upon giving not less than 48 hours prior written notice (except in the case of emergency when no advance notice shall be required) to enter upon the Premises for the purpose of:

The free passage and running of Utilities through Conduits in on our under the Premises to and from the Building and adjoining or neighbouring property and the right to connect into them together with the right on not less than 48 hours prior written notice (except in case of emergency when no advance notice shall be required) to enter upon the Premises to lay maintain repair and renew Conduits and lay or install new Conduits.

 

The right for the Landlord and all persons authorised by the Landlord from time to time to build onto or into any boundary or perimeter wall or fence of the Building;

All subsisting rights easements and privileges belonging to or enjoyed by the Building and any adjoining or neighbouring property.

All subsisting rights easements and privileges belonging to or enjoyed by adjoining or neighbouring property and the Building

The Guarantor covenants with the Landlord so long as [name of Tenant or Assignee] is not released from the obligation to perform and observe the Tenant’s covenants in this Lease by virtue of the Landlord and Tenant (Covenants) Act 1995 (or any legislation replacing amending or supplementing it) as follows:

The Guarantor is jointly and severally liable with the Tenant (whether before or after any disclaimer by the liquidator or trustee in bankruptcy) for the fulfilment of all the tenant covenants conditions and other provisions contained in this Lease and the Landlord in the enforcement of its rights may proceed against the Guarantor as if the Guarantor was named as the Tenant in this Lease.

The Guarantor waives any right to require the Landlord to proceed against the Tenant or to pursue any other remedy of any kind which may be available to the Landlord before proceeding against the Guarantor.

None of the following (or any combination of them) shall release determine discharge or in any way lessen or affect the liability for the Guarantor as principal debtor under this Lease or otherwise prejudice or affect the liability of the Guarantor to accept a new lease in accordance with the provisions of this Schedule:

This guarantee shall subsist for the benefit of the successors and assigns of the Landlord under this Lease without the necessity for any assignment of it.

“[name of outgoing tenant] covenants with the Landlord so long as [name of assignee] is the lessee under this lease as follows:”

1.

The repair decoration maintenance renewal rebuilding cleaning upkeep inspection and survey of such parts of the Building(including but not limited to the Common Parts) and of such Conduits as are not the responsibility of the Tenant under this Lease or any other tenant under a lease of any other Lettable Unit.

 

2.	The lighting of the Common Parts and the provision and supply of Utilities to the Common Parts.

 

3.	The payment of rates taxes charges duties assessments impositions and outgoings of any kind whether parliamentary parochial local or of any other description now or hereafter imposed or charged upon or payable in respect of the Common Parts.

 

4.	Compliance with all statutes by-laws and regulations and the requirements of all competent authorities in relation to the Common Parts.

 

5.	The repair maintenance and (where beyond economic repair) replacement of any lifts or escalators now or from time to time installed in the Building and of all plant and equipment for or connected with their working and operation.

 

6.	Insurance of the Common Parts and of the Conduits serving the Building against the Insured Risks and insurance of the Landlord’s third party liability in relation to the Building including but not limited to liability under the Defective Premises Act 1972.

 

7.	The provision repair maintenance and replacement of fire fighting prevention and detection equipment including but not limited to extinguishers sprinkler systems alarms and fire-proof barriers and compliance with all recommendations and requirements of the insurers and fire authorities.

 

8.	The operation repair maintenance and replacement of compactors and receptacles for rubbish.

 

9.	The operation repair maintenance and replacement of any heating cooling air conditioning or ventilation plant and equipment now or from time to time installed in the Building.

 

10.	Regulating the movement of traffic and parking of vehicles at the Building including and providing, maintaining and replacing barriers markings and signage for that purpose.

 

11.	The provision repair maintenance and replacement of security and crime prevention systems and equipment including (without limitation) security personnel intruder alarms electronic surveillance equipment and any central control station.

 

12.	Tending and renewing any grassed or landscaped areas and any trees grass and other plants and providing and maintaining cut flowers and seasonal and other decorations within the Common Parts.

 

13.	Providing and maintaining generators and other apparatus for the supply of emergency power and lighting.

 

14.	Taking measures to prevent and remedy infestations by pests.

 

15.	To provide hot and cold water to the wash basins in the lavatories and to keep the lavatories supplied with paper towels, soap and toilet paper.

 

16.

Carrying out or contributing to the repair decoration maintenance renewal rebuilding cleaning lighting and upkeep of any land buildings Conduits boundary structures or other amenities or things used or enjoyed by the owners occupiers and users of the Building in common with the owners occupiers or users of any other property.

 

17.	Periodical inspections of the Building.

 

18.	Making contracts or other arrangements with private contractors and with public authorities in connection with the provision maintenance and supply of any of the Services.

 

19.

Making provision for any funds of reasonable amounts to cover prospective or contingent costs of carrying out necessary repairs renewals replacements decorations or other works in respect of the Building and its plant and equipment and paying premiums on sinking fund policies covering future capital expenditure on plant and equipment.

 

20.

The carrying out of works or provision of services of any kind which the Landlord may reasonably deem desirable or necessary in the interest of good estate management for the purpose of maintaining the Building and the provisions of any services not specifically set out in this Schedule which are reasonably provided by the Landlord from time to time for the better enjoyment or use of the Building by the Tenant and any tenants or occupiers of any other parts of the Building (but for the avoidance of doubt no postal services are to be provided).

 

21.

Employing staff in connection with the performance of the Landlord’s obligations under this Lease and the provision and supply of Services and all other incidental expenditure in relation to such employment including (but without limitation) the making of statutory and other insurance health pension and welfare payments contributions and premiums and other payments which the Landlord may in its reasonable discretion deem desirable or necessary and the reasonable costs of providing uniforms working clothes tools appliances cleaning and other materials and equipment for the proper performance of their duties.

 

22.	Providing and maintaining working and living accommodation (whether or not within the Building) for the use of staff employed in connection with the performance of the Landlord’s obligations under this Lease including (without limitation) for any caretaker or security or administrative staff.

 

23.

On a full indemnity basis the proper fees charges and expenses and commissions payable to any solicitor accountant surveyor valuer architect engineer managing agent and any other appropriate person whom the Landlord may from time to time employ in connection with the provision maintenance and supply of Services including (but without limitation) the costs of computing and collecting the Yearly Rent and all other rents in respect of the Building and in connection with the calculation of the Service Charge and preparation of Service Charge accounts and if the Landlord undertakes any function which could or would normally be undertaken by a managing agent the Landlord shall be entitled to reasonable fees.

 

24.	Reasonable costs and expenses of any professionals in connection with the performance of the services (and in the case of managing agents such costs shall not exceed ten percent of the Tenant’s Proportion).

 

25.	Value added tax paid by the Landlord on any sums expended by it in connection with the provision and supply of Services.