Lease agreement by and between Moorfields Eye Hospital NHS Foundation Trust and MeiraGTx UK II Limited, dated July 30, 2018

Definitions and interpretation

‘1954 Act’

‘1995 Act’

‘Act of Insolvency’ means any of the following:

the taking of any step in connection with any voluntary arrangement or any other compromise or arrangement for the benefit of any creditors of the Tenant or any guarantor;

the making of an application for an administration order or the making of an administration order in relation to the Tenant or any guarantor;

the giving of any notice of intention to appoint an administrator, or the filing at court of the prescribed documents in connection with the appointment of an administrator, or the appointment of an administrator, in any case in relation to the Tenant or any guarantor;

the appointment of a receiver or manager or an administrative receiver in relation to any property or income of the Tenant or any guarantor;

the commencement of a voluntary winding-up in respect of the Tenant or any guarantor, except a winding-up for the purpose of amalgamation or reconstruction of a solvent company in respect of which a statutory declaration of solvency has been filed with the Registrar of Companies;

the making of a petition for a winding-up order or a winding-up order in respect of the Tenant or any guarantor;

the striking-off of the Tenant or any guarantor from the Register of Companies or the making of an application for the Tenant or any guarantor to be struck-off;

the Tenant or any guarantor otherwise ceasing to exist (but excluding where the Tenant or any guarantor dies); or

the making of an application for a bankruptcy order, the presentation of a petition for a bankruptcy order or the making of a bankruptcy order against the Tenant or any guarantor.

‘Building’

‘Common Parts’

‘Conduits’

‘Contractual Term’

‘Development’

‘End Date’

‘Existing Lease’

Gender and number

‘Group Company’

Headings

‘Head Lease’

‘Initial Rent’

‘Insurance Rent’

‘Insured Risks’

‘Interest’

‘Interest Rate’

‘Interior Decorating Years’

Interpretation of ‘consent’ and ‘approved’

References to ‘consent of the Landlord’ or words to similar effect are references to a prior written consent signed by or on behalf of the Landlord and references to the need for anything to be ‘approved by the Landlord’ or words to similar effect are references to the need for a prior written approval by or on behalf of the Landlord.

Any provisions in this lease referring to the consent or approval of the Landlord are to be construed as also requiring the consent or approval of any mortgagee of the Premises and any head landlord, where that consent is required under a mortgage or head lease in existence at the date of this document. Nothing in this lease is to be construed as imposing any obligation on a mortgagee or head landlord not to refuse any such consent or approval unreasonably.

Interpretation of ‘the Landlord’

Interpretation of ‘the last year of the Term’ and ‘the end of the Term’

Interpretation of ‘the Tenant’

Interpretation of ‘this lease’

Joint and several liability

‘Lettable Unit’

‘Lifts’

‘Losses’

Obligation not to permit or suffer

‘Office Covenants’

‘Permitted Hours’

‘Permitted Use’

‘Plan 1, Plan 2’

‘Planning Acts’

‘Premises’

the floorboards;

the ceiling plaster;

the interior plasterwork and finishes of exterior walls and columns;

the plasterwork and finishes of the interior structural walls and columns that adjoin another Lettable Unit or the Common Parts;

the doors and windows within the interior structural walls and columns that adjoin another Lettable Unit or the Common Parts and their frames and fittings;

one half of the thickness of the interior non-structural walls and columns that adjoin another Lettable Unit or the Common Parts;

the doors and windows within the interior non-structural walls and columns that adjoin the Common Parts and their frames and fittings;

the windows in the exterior walls and their frames and fittings;

all conducting media within that part of the Building but which do not exclusively serve that part of the Building;

the load-bearing structure of the Building including the load-bearing structure of the roof, foundations, external and internal walls and columns and the structural slabs of the ceilings and floors; and

the external surfaces of the Building (except the external surfaces of any finishes referred to in (c) above) and the whole of the windows and window frames and fittings constructed in the external walls of the Building.

References to clauses and schedules

References to rights of access

References to statutes

‘Ramp Car Park’

‘Rent’

‘Rent Commencement Date’

‘Review Date’

‘Service Charge’

‘Service Charge Year’

‘Service Costs’

‘Services’

‘Superior Landlord’

‘Superior Lease’

‘Surveyor’

‘Term’

Terms from the 1995 Act

Uninsured Risk

‘VAT’

Demise

Firstly throughout the Term (and proportionately for any part of a year) the Rent, without any deduction or set off, by equal quarterly payments in advance on the usual quarter days in every year and proportionately for any period of less than a year, the first such payment, being a proportionate sum in respect of the period from and including the Rent Commencement Date to and including the day before the quarter day next after the Rent Commencement Date, to be paid on the date of this lease; and

Secondly by way of further rent, the Insurance Rent, payable within 28 days of a written demand.

Thirdly by way of further rent, the Service Charge payable at the times and in the manner specified in Clause 9.9.

Fourthly by way of further rent, all interest payable at the times and in the manner specified in Clause 4.4.

The Tenant’s Covenants

Rent

The Tenant must pay the Lease Rents on the days and in the manner set out in this lease, and must not exercise or seek to exercise any right or claim to withhold rent, or any right or claim to legal or equitable set-off.

The Tenant must pay the Lease Rents by banker’s order or credit transfer to any bank and account in the United Kingdom that the Landlord nominates from time to time, or by such other method as properly requested by Landlord in writing from time to time (acting reasonably).

Outgoings and VAT

all rates, taxes, assessments, duties, charges, impositions and outgoings that are now or may at any time during the Term be charged, assessed or imposed on the Premises or on the owner or occupier of them Provided That the foregoing shall not extend to payment of any rates, taxes, assessments, duties, charges, impositions and outgoings payable only as a direct result of any dealing by the Landlord with its reversionary interest in the Premises;

all VAT that may from time to time be charged on the Lease Rents or other sums payable by the Tenant under this lease; and

all VAT incurred in relation to any costs the Tenant is obliged to pay or in respect of which he is required to indemnify the Landlord under the terms of this lease, save where it is recoverable or available for set-off by the Landlord as input tax.

To contribute towards Common Structures

Cost of utilities services consumed

Repair, cleaning and decoration

Repair of the premises

damage caused by one or more of the Insured Risks save to the extent that the insurance money is irrecoverable due to any act or default of the Tenant or anyone at the Premises expressly or by implication with the Tenant’s authority and under his control; or

damage caused by an Uninsured Risk but only to the extent that the Uninsured Risk has not become an Uninsured Risk due to any act or omission of the Tenant.

Replacement of landlord’s fixtures

Cleaning and tidying

Decoration

Waste, additions and alterations

Internal alterations

Removal of alterations

Structural alterations

Not to carry out any structural alterations or additions whatsoever in or to the Premises or to the Conduits exclusively serving the Premises without the previous consent in writing of the Landlord such consent not to be unreasonably withheld or delayed.

When applying for the consent of the Landlord hereunder to supply to the Landlord adequate plans and specifications showing the nature and extent of the alterations or additions which the Tenant wishes to carry out and to pay all reasonable and proper costs and expenses which the Landlord may incur whether by way of surveyor’s or legal expenses or otherwise in connection with the consideration approval of the alterations and additions and to carry out the said alterations or additions only in accordance with the plans and specifications approved in writing by the Landlord and in accordance with all statutory and local authority and insurers requirements and recommendations.

In the event of the Tenant failing to observe this covenant it shall be lawful for the Landlord and its agents or surveyors with or without workmen and others and all persons authorised by the Landlord with all necessary materials and appliances to enter upon the Premises and remove any alterations or additions and execute such works as may be necessary to restore the Premises to their former state and the properly incurred costs and expenses thereof together with all reasonable and proper solicitors’ and surveyors’ charges and other expenses and losses whether direct or indirect which may be incurred by the Landlord in connection therewith shall be repaid by the Tenant to the Landlord on demand as a debt.

Notwithstanding any other provisions of this lease the parties hereby agree that all fixtures, fittings, fit out works and alterations installed by the Tenant pursuant to this Lease or the Existing Lease shall remain the property of the Tenant without claim by the Landlord (the Tenant being free to remove any such items provided that any damage caused to the Premises and and/or any items within it by such removal shall be promptly made good by the Tenant to the Landlord’s reasonable satisfaction).

Not to prejudice easements

Not by building or otherwise to stop up or darken any window or light in the Premises not to stop up or obstruct any access of light enjoyed to any adjoining or neighbouring premises nor permit any new wayleave easement right privilege or encroachment shall be made or attempted to be made to give immediate notice thereof to the Landlord and the Superior Landlord and to permit the Landlord and/or the Superior Landlord and their respective agents to enter upon the Premises (on giving reasonable, prior written notice and at reasonable times) for the purposes of ascertaining the nature of any such easement right privilege or encroachment and at the request of the Landlord and/or the Superior Landlord and at the cost of the Landlord to adopt such means as may be reasonably required or deemed proper for preventing any such encroachment or the acquisition of any such easement right privilege or encroachment.

Not to give any third party any acknowledgement that the Tenant enjoys the access of light to any of the windows or openings in the Premises by the consent of such third party nor to pay such third party any sum of money nor to enter into any agreement with such third party for the purpose of inducing or binding such third party to abstain from obstructing the access of light to any windows or openings in the event of any of the owners or occupiers of adjacent land or buildings doing or threatening to do anything which obstructs the access of light to any of the said windows or openings to notify the same forthwith to the Landlord and the Superior Landlord and to permit the Landlord and/or the Superior Landlord to bring such proceedings as it may think fit in the name of and at the cost of the Landlord against any of the owners and/or occupiers of the adjacent land in respect of the obstruction of the access of light to any of the windows or openings in the Premises.

Not to make claims

Planning

At all times during the Term to comply in all respects with the Planning Acts and to keep the Landlord and the Superior Landlord indemnified in respect thereof.

Not to apply for nor implement any planning permissions or other planning consent in respect of the Premises unless the application permission or other consent shall be been approved in writing by the Landlord (such approval not to be unreasonably withheld or delayed).

Unless the Landlord shall otherwise direct to carry out before the expiration or determination of the Term (howsoever the same may be determined) any works stipulated to be carried out to the Premises by a date subsequent to such expiration or sooner determination as a condition of any planning permission which the Tenant has implemented or partially implemented.

Forthwith after receiving notice of the same to give full particulars to the Landlord and the Superior Landlord of any order notice certificate designation direction or other such matter or any proposal thereof made given or issued to the Tenant by any competent authority under or by virtue of the Planning Acts affecting or capable of affecting the Premises and if so required by the Landlord and/or the Superior Landlord to produce such matter or proposal thereof to the Landlord and the Superior Landlord.

At the request of the Landlord and/or the Superior Landlord but at the cost of the Landlord to make or join with the Landlord and/or the Superior Landlord in making such objection or representation against or in respect of any proposal referred to in the previous sub-clause as the Landlord and/or the Superior Landlord shall deem expedient unless the making or joining is contrary to the business interests or statutory obligations of the Tenant.

If called upon so to do produce to the Landlord and/or the Superior Landlord all plans documents and other evidence as the Landlord and/or the Superior Landlord may reasonably require in order to satisfy itself that the provisions of this sub-clause have been complied with.

Not without the consent of the Landlord to enter into any planning obligation under Section 106 of the Town and Country Act 1990.

Not without the consent of the Landlord to serve any notice under Part VI of the Town and Country Planning Act 1990.

Connection to the Conduits

Aerials, signs and advertisements

Masts

Advertisements

Statutory obligations

General

Particular obligations

Works required by statute, department or authority

Acts causing losses

Construction (Design and Management) Regulations

comply with the provisions of the Construction (Design and Management) Regulations 2015 (‘the CDM Regulations’),

be the only client as defined in the provisions of the CDM Regulations, and

fulfil, in relation to all and any works, all the obligations of the client as set out in or reasonably to be inferred from the CDM Regulations, and make a declaration to that effect to the Health and Safety Executive in accordance with Regulation 6 and Schedule 1 Paragraph 15 of the CDM Regulations.

Delivery of health and safety files

Entry to inspect and notice to repair

Entry and notice

to enter the Premises to ascertain whether or not the covenants and conditions of this lease have been observed and performed;

to view the state of repair and condition of the Premises; and

to give to the Tenant or leave on the Premises, a written notice specifying the works required to remedy any breach of the Tenant’s obligations in this lease (‘a notice to repair’).

Works to be carried out

Landlord’s power in default

Alienation

Not to underlet the Premises in whole or in part.

Not (save as hereinafter permitted) to assign transfer mortgage charge part with or share possession or occupation of the Premises otherwise than as a whole.

Not to part with or share possession of the whole of the Premises or permit any company or person to have occupation or possession of the Premises except by way of:

an assignment or transfer of the whole of Premises in accordance with the provisions of Clause 3.11;

sharing of occupation in accordance with Clause 3.10.5.

Not to permit the Premises or any part of them to be held on trust for or by any person body or corporation.

The Tenant may share occupation of the Premises with a Group Company of the Tenant on condition that:

the Tenant notifies the Landlord of the identity of the occupier and the part of the Premises to be occupied;

no relationship of landlord and tenant is created;

the sharing of occupation ends if the occupier is no longer a Group Company of the Tenant; and

the Tenant notifies the Landlord as soon as reasonably practicable after the occupation ends.

Assignment

The Tenant shall not assign the whole of this Lease without the consent of the Landlord, such consent not to be unreasonably withheld or delayed.

The Tenant shall not assign part only of this Lease.

The Landlord and the Tenant agree that for the purposes of section 19(1A) of the Landlord and Tenant Act 1927 the Landlord may give its consent to an assignment subject to all or any of the following conditions:

a condition that the assignor, where reasonable in the circumstances, enters into an authorised guarantee agreement which:

is in respect of all the tenant covenants of this Lease;

is in respect of the period beginning with the date the assignee becomes bound by those covenants and ending on the date when the assignee is released from those covenants by virtue of section 5 of the Landlord and Tenant (Covenants) Act 1995;

imposes principal debtor liability on the assignor;

requires (in the event of a disclaimer of this Lease) the assignor to enter into a new tenancy for a term equal to the unexpired residue of the Contractual Term; and

is otherwise in a form reasonably required by the Landlord;

if required by the Landlord (acting reasonably) a condition that a person of standing acceptable to the Landlord (acting reasonably) enters into a guarantee and indemnity of the tenant covenants of this Lease in the form set out in the Schedule 1 (but with such amendments and additions as the Landlord may reasonably require).

The Landlord and the Tenant agree that for the purposes of section 19(1A) of the Landlord and Tenant Act 1927 the Landlord may refuse its consent to an assignment if any of the following circumstances exist at the date of the Tenant’s application for consent to assign this Lease:

the Annual Rent or any other money due under this Lease is outstanding or there is a material breach of covenant by the Tenant that has not been remedied;

Nothing in this clause shall prevent the Landlord from giving consent subject to any other reasonable condition, nor from refusing consent to an assignment in any other circumstance where it is reasonable to do so.

Underletting

The Tenant shall not underlet the whole of the Premises except in accordance with this clause nor without the consent of the Landlord, such consent not to be unreasonably withheld or delayed.

The Tenant shall not underlet or agree to underlet the whole of the Premises without first procuring that any intended undertenant shall covenant with the Landlord and the Superior Landlord as from the date of the underlease to observe and perform the covenants and conditions herein contained (excluding the covenant to pay the rents hereinbefore reserved) and not without the prior written consent of the Landlord and the Superior Landlord to assign the Premises and that such covenants are included in the underlease.

The Tenant shall not underlet part only of the Premises.

The Tenant shall not underlet the Premises:

together with any property or any right over property that is not included within this Lease;

at a fine or premium or reverse premium; nor

allowing any rent free period to the undertenant that exceeds the period as is then usual in the open market in respect of such a letting.

The Tenant shall not underlet the Premises unless, before the underlease is granted, the Tenant has given the Landlord:

a certified copy of the notice served on the undertenant, as required by section 38A(3)(a) of the LTA 1954, applying to the tenancy to be created by the underlease; and

a certified copy of the declaration or statutory declaration made by the undertenant in accordance with the requirements of section 38A(3)(b) of the LTA 1954.

Any underletting by the Tenant shall be by deed and shall include:

an agreement between the Tenant and the undertenant that the provisions of sections 24 to 28 of the LTA 1954 are excluded from applying to the tenancy created by the underlease;

the reservation of a rent which is not less than the full open market rental value of the Premises at the date the Premises is underlet and which is payable at the same times as the Rent under this Lease (but this shall not prevent an underlease providing for a rent-free period of a length permitted by clause 3.17.4.3);

provisions for the review of rent at the same dates and on the same basis as the review of rent in this Lease, unless the term of the underlease does not extend beyond the next Review Date;

provisions requiring the consent of the Landlord to be obtained in respect of any matter for which the consent of the Landlord is required under this Lease,

and shall otherwise be consistent with and include tenant covenants no less onerous (other than as to the Rent) than those in this Lease and in a form approved by the Landlord, such approval not to be unreasonably withheld or delayed.

In relation to any underlease granted by the Tenant, the Tenant shall:

not vary the terms of the underlease nor accept a surrender of the underlease without the consent of the Landlord, such consent not to be unreasonably withheld or delayed;

enforce the tenant covenants in the underlease and not waive any of them nor allow any reduction in the rent payable under the underlease; and

ensure that in relation to any rent review the revised rent is not agreed without the approval of the Landlord, such approval not to be unreasonably withheld or delayed.

Charging of the whole

Registration of permitted dealings

Not to introduce dangerous things

Not to overload

Not to harm drains

Nuisance etc

Nuisance

Auctions etc

Animals etc

Costs of applications, notices and recovery of arrears

every application made by the Tenant for a consent or licence required by the provisions of this lease, whether it is granted, refused or offered subject to any lawful qualification or condition, or the application is withdrawn unless the refusal, qualification or condition is unlawful whether because it is unreasonable or otherwise;

the contemplation, preparation and service of a notice under the Law of Property Act 1925 section 146, or the contemplation or taking of proceedings under sections 146 or 147 of that Act, even if forfeiture is avoided otherwise than by relief granted by the court;

the recovery or attempted recovery of arrears of rent or other sums due under this lease; and

any other steps taken in contemplation of or in direct connection with the enforcement of the covenants on the part of the Tenant contained in this lease whether during or within 6 months after the end of the Term including the preparation, service and negotiation of schedules of dilapidations.

Pre-conditions for development

all necessary notices under the Planning Acts have been served and copies produced to the Landlord and the Superior Landlord;

all necessary permissions under the Planning Acts have been obtained and produced to the Landlord and/or the Superior Landlord; and

the Landlord and the Superior Landlord have acknowledged that every necessary planning permission is acceptable to them, such acknowledgement not to be unreasonably withheld or delayed.

Completion of development

Security for compliance with conditions

Plans, documents and information

Evidence of compliance with this lease

Information for renewal or rent review

To inform Landlord and Superior Landlord of notices

To inform Landlord and Superior Landlord of contaminants and defects

To comply with covenants in the Superior Lease

Indemnities

Reletting boards and viewing

Obstruction and encroachment

Lights

Yielding up

Interest on arrears

Statutory notices

Keyholders

Viewing on sale of reversion

Defective premises

Exercise of the landlord’s rights

The office covenants

Landlord’s covenants

The Landlord covenants with the Tenant to permit the Tenant peaceably and quietly to hold and enjoy the Premises without any interruption or disturbance from or by the Landlord or any person claiming under or in trust for him or by title paramount.

The Landlord shall not cause any wilful damage to the Premises.

At the request and cost of the Tenant, on a full indemnity basis, the Landlord covenants with the Tenant to use reasonable endeavours to enforce the Landlord’s covenants in the Superior Lease.

The Landlord shall pay the rents reserved by the Superior Lease and perform the covenants on the part of the tenant contained in the Superior Lease so far as the Tenant is not liable for such performance under the terms of this lease.

The Landlord shall refund all Rent paid in advance by the Tenant in relation to any period falling after the End Date within 10 working days after the End Date, provided that this clause shall not apply if the Landlord terminates this Lease pursuant to Clause 7 or if this Lease is disclaimed by the Crown or by a liquidator or trustee in bankruptcy of the Tenant.

Insurance

Warranty as to convictions

Payment of the insurance rent

Tenant’s further insurance covenants

Requirements of insurers

Policy avoidance and additional premiums

Fire-fighting equipment

Fire escapes, equipment and doors

Combustible materials

Notice of events affecting the policy

Notice of convictions

Other insurance

Tenant’s obligations in default

Landlord’s further insurance covenants

Copy policy

Noting of the Tenant’s interest

Change of risks

Damage by Insured Risk

If the Premises are damaged or destroyed by an Insured Risk so as to be unfit for occupation and use or inaccessible or unusable then, (unless the policy of insurance in relation to the Premises has been vitiated in whole or in part in consequences of any act or omission of the Tenant or their respective workers, contractors or agents or any other person on the Premises with the actual or implied authority of any of them and the Tenant has not paid the irrevocable sum to the Landlord in accordance with Clause 6.3.9) payment of the Rent, or a fair proportion of it according to the nature and extent of the damage, shall be suspended until the Premises have been reinstated and made fit for occupation and use or accessible or useable (as the case may be), or until the end of three years from the date of damage or destruction, if sooner (the “Rent Suspension”).

In the event that any Rent and/or Service Charge have been paid in advance by the Tenant and the Premises are damaged or destroyed by an Insured Risk so as to be unfit for occupation and use or inaccessible or unusable (and provided that (i) the policy of insurance in relation to the Premises has not been vitiated in whole or in part in consequence of any act or omission of the Tenant or its respective workers, contractors or agents or any other person on the Premises with the actual or implied authority of any of them or (ii) if the policy of insurance in relation to the Premises has been vitiated in whole or in part in consequence of any act or omission of the Tenant or its respective workers, contractors or agents or any other person on the Premises with the actual or implied authority of any of them, the Tenant has otherwise paid the irrecoverable insurance sum to the Landlord in accordance with Clause 6.3.9), the Landlord shall:

as soon as reasonably practicable following the date that the Premises become unfit for occupation and use or inaccessible or unusable, refund to the Tenant the proportionate amount of Rent and/or Service Charge paid in advance from and including the date of damage or destruction until and excluding the date that the Premises are again made fit for occupation and use and accessible by the Tenant; or

following the date that the Premises become fit again for occupation and use and accessible by the Tenant, credit against future Rent and/or Service Charge payable (as applicable) the equivalent proportionate amount that the Tenant paid in advance from and including the date of damage or destruction until and excluding the date that the Premises are again made fit for occupation and use and accessible by the Tenant; or

in the event that the Lease is terminated following damage or destruction in accordance with Clauses 6.5.3 and 6.5.4, refund to the Tenant as soon as reasonably practicable following termination, the proportionate amount of Rent and/or Service Charge paid in advance from and including the date of damage or destruction.

If, after 3 years following damage to or destruction of the Premises, the Superior Landlord has, having used all reasonable endeavours to reinstate the Premises, been unable to complete such reinstatement, the Superior Landlord may terminate this Lease by giving written notice to the Tenant. On giving such written notice this Lease shall determine but this shall be without prejudice to any right or remedy of the Landlord or the Tenant in respect of any breach of the landlord or tenant covenants of this Lease. Any proceeds of the insurance (other than any insurance for plate glass) shall belong to the Landlord and/or the Superior Landlord.

The Tenant may terminate this Lease by giving written notice to the Landlord if, following damage or destruction of the Premises by an Insured Risk, the Premises has not been reinstated so as to be fit for occupation and use has not been reinstated so as to make the Premises accessible or useable within three years after the date of damage or destruction. On giving this written notice this Lease shall determine but this shall be without prejudice to any right or remedy of either party in respect of any breach of the obligations and covenants of this Lease. Any proceeds of the insurance shall belong to the Landlord and/or the Superior Landlord.

Damage by Uninsured Risk

For the purposes of this clause:

These provisions shall apply from the date on which any Insured Risk becomes an Uninsured Risk but only in relation to the Uninsured Risk.

The Landlord shall notify the Tenant in writing promptly after the Superior Landlord informs the Landlord that an Insured Risk becomes an Uninsured Risk.

If, during the Contractual Term, the Premises or a substantial part of it shall be damaged or destroyed by an Uninsured Risk so as to make the Premises or a substantial part of it inaccessible or unfit for occupation and use:

The Rent or a fair proportion of it according to the nature and extent of the damage sustained will not be payable until the earlier of the date on which:

the Premises shall again be fit for occupation or use; or

this Lease shall be terminated in accordance with the provisions of clause 6.6.1.3(b).

The Superior Landlord may, within one year of the date of such damage or destruction, serve notice on the Landlord (the “Reinstatement Notice”) confirming that it will reinstate the Premises so that the Premises shall be fit for occupation and use or made accessible and the Landlord shall deliver a copy of the Reinstatement Notice to the Tenant immediately upon receipt. If the Superior Landlord fails to serve a Reinstatement Notice the Lease will automatically end on the date one year after the date of such damage or destruction and immediately prior to termination of the Superior Lease. The termination of this Lease shall be without prejudice to any right of the Landlord or the Tenant in respect of any breach of the covenants of the other party to this Lease.

Clause 6.6.1.3(b) shall not apply if an Insured Risk shall have become an Uninsured Risk owing to the act or default of the Tenant or any person deriving title under the Tenant or their respective agents, employees, licensees or contractors.

If the Superior Landlord has served a Reinstatement Notice but such reinstatement has not been completed by the date two years from the date of the Reinstatement Notice, then at any time after that date the Tenant may

Forfeiture

The Landlord may re-enter the Premises (or any part of the Premises in the name of the whole) at any time after any of the following occurs:

any rent is unpaid 21 days after becoming payable whether it has been formally demanded or not;

any breach of any condition of, or tenant covenant in, this Lease;

an Act of Insolvency.

If the Landlord re-enters the Premises (or any part of the Premises in the name of the whole) pursuant to this clause, this Lease shall immediately end, but without prejudice to any right or remedy of the Landlord in respect of any breach of covenant by the Tenant or any guarantor.

Miscellaneous

Exclusion of warranty as to use

Exclusion of third party rights

Representations

Documents under hand

Tenant’s property

No implied easements

Rights of light and air

No restrictions on adjoining property

Acceptance of rent

No demand for or acceptance of or receipt of the Rent or the grant of any licence or approval or the registration of any document by the Landlord after knowledge or notice received by the Landlord or its agents of any breach of any of the Tenant’s covenants hereunder shall be or operate as a waiver wholly or partially to the extent that any such breach shall be subsisting.

If the Landlord shall properly refrain from demanding or accepting the Rent or any other monies due under this Lease in circumstances in which the Landlord has reasonable grounds to believe either that the Tenant is in breach of any of the provisions of this Lease or that the Tenant might acquire against the Landlord any rights or entitlement then notwithstanding such restraint interest at the base rate shall be payable as specified in Clause 3.2 from the due date until the Landlord shall accept the Rent from the Tenant.

Arbitration

Any dispute or difference arising between the Landlord and the Tenant in respect of any decision made by or on behalf of the Landlord on any matter which is required to be decided under the provisions of this Lease (save in relation to Clause 3.11 (Assignment) or as otherwise provided in this Lease) shall be referred to the decision of a sole arbitrator to be agreed upon by the Landlord and by the Tenant or

Exclusion of S.62 LPA

The operation of Section 62 of the Law of Property Act 1925 shall be excluded from this Lease and the only rights granted to the Tenant are those expressly set out in this Lease and the Tenant shall not by virtue of this Lease be deemed to have acquired or be entitled to and the Tenant shall not during the Term acquire or become entitled by any means whatsoever to any easement from or over or affecting any other land premises now or at any time hereafter belonging to the Landlord or the Superior Landlord (as the case may be) and not comprised in this Lease.

Representation

The Tenant acknowledges that this Lease has not been entered into in reliance wholly or partly on any statement or representation made by or on behalf of the Landlord except any such statement or representation that is expressly set out in this Lease.

Notices

Form and service of notices

given by hand, or

sent by registered post or recorded delivery,

where the receiving party is a limited liability partnership or company incorporated within Great Britain, at the registered office,

where the receiving party is the Tenant and the Tenant is not such a limited liability partnership or company, at the Tenant’s address shown in this lease or at any address specified in a notice given by the Landlord to the Tenant.

where the receiving party is the Landlord and the Landlord is not such a limited liability partnership or company, at the Landlord’s address shown in this lease or at any address specified in a notice given by the Landlord to the Tenant.

Deemed delivery

Special delivery or recorded mail

Working day

Joint recipients

New Lease

Exclusion of sections 24–28 of the 1954 Act

the Landlord served a notice on the Tenant, as required by section 38A(3)(a) of the 1954 Act applying to the tenancy created by this Lease, before this Lease was entered into;

[                     ] who was duly authorised by the Tenant to do so made a statutory declaration dated [                    ] in accordance with the requirements of section 38A(3)(b) of the 1954 Act and

there is no agreement for lease to which this Lease gives effect.

The parties agree that the provisions of sections 24 to 28 of the 1954 Act are excluded in relation to the tenancy created by this Lease.

Services and Service Charge

The “Services” are:

cleaning, maintaining and repairing the Common Parts including all conducting media forming part of the Common Parts;

cleaning the outside of the windows of the Building;

lighting the Common Parts and cleaning, maintaining, repairing and replacing lighting machinery and equipment on the Common Parts;

cleaning, maintaining, repairing and replacing refuse bins on the Common Parts;

cleaning, maintaining, repairing and replacing signage for the Common Parts;

cleaning, maintaining, repairing, operating and replacing security machinery and equipment (including closed circuit television) on the Common Parts;

cleaning, maintaining, repairing, operating and replacing fire prevention, detection and fighting machinery and equipment and fire alarms on the Common Parts;

cleaning, maintaining, repairing and replacing a signboard showing the names and logos of the tenants and other occupiers in the entrance hall of the Building;

maintaining the landscaped and grassed areas of the Common Parts;

cleaning, maintaining, repairing and replacing the Lifts in the Common Parts;

decorating the internal areas of the Common Parts;

cleaning, maintaining, repairing and replacing the floor coverings on the internal areas of the Common Parts;

cleaning, maintaining, repairing and replacing the furniture and fittings on the Common Parts;

cleaning, maintaining, repairing and replacing the furniture, fittings and equipment in the lavatories on the Common Parts and providing hot and cold water, soap, paper, towels and other supplies for them;

heating the internal areas of the Common Parts and cleaning, maintaining, repairing and replacing heating machinery and equipment serving the Common Parts;

(if provided as at the date of this lease) providing air-conditioning for the internal areas of the Building and cleaning, maintaining, repairing and replacing any such air-conditioning equipment serving the Building;

(if provided as at the date of this lease) providing security reception cleaning and maintenance staff for the Building;

any other service or amenity that the Landlord may in its reasonable discretion provide for the benefit of the tenants and occupiers of the Building, provided that the Tenant actually benefits from such service.

Any replacement, rebuilding or renewal of items listed in this Clause 9 shall be undertaken by the Landlord only where such items are beyond economic repair.

The “Service Costs” are the total of:

The whole of the costs of:

providing the Services;

the supply and removal of electricity, gas, water, sewage and other utilities to and from the Building (where the Tenant does not otherwise obtain such supplies to the Premises itself);

complying with the recommendations and requirements of the insurers of the Building (insofar as those recommendations are reasonable and those recommendations and requirements relate to the Common Parts);

complying with all laws relating to the Common Parts, their use and any works carried out at them, and relating to the use of all conducting media, machinery and equipment at or serving the Common Parts and to any materials kept at or disposed of from the Common Parts;

complying with the Third Party Rights insofar as they relate to the Common Parts; and

taking any steps (including proceedings) that the Landlord reasonably considers necessary to prevent or remove any encroachment over the Common Parts or to prevent the acquisition of any right over the Common Parts (or the Building as a whole) or to remove any obstruction to the flow of light or air to the Common Parts (or the Building as a whole);

the reasonable and proper costs, fees and disbursements of:

managing agents employed by the Landlord for the carrying out and provision of the Services or, where managing agents are not employed, a management fee for the carrying out and provision of the Services of 10% of the cost of the Services; and

accountants employed by the Landlord to prepare and audit the service charge accounts;

the costs of the salaries and employer costs (including pension, welfare and insurance contributions) and uniforms of any security reception cleaning and maintenance staff for the Building and of all equipment and supplies needed for the proper performance of their duties;

all rates, taxes, impositions and outgoings payable in respect of the Common Parts, their use and any works carried out on them (other than any taxes payable by the Landlord in connection with any dealing with or disposition of its reversionary interest in the Building); and

any VAT payable by the Landlord in respect of any of the items mentioned above except to the extent that the Landlord obtains credit for such VAT under the VATA 1994.

The Landlord shall, acting reasonably and in the interests of good estate management:

supply the Services in an efficient manner at all appropriate times;

repair the Common Parts;

provide heating and (if provided as at the date of this lease) air-conditioning to the internal areas of the Common Parts during such periods of the year as the Landlord considers appropriate;

provide electricity and water to the Premises;

keep the internal areas of the Common Parts clean, and to clean the outside of the windows of the Building as often as the Landlord considers appropriate;

keep the internal areas of the Common Parts reasonably well lit;

supply hot and cold water, soap, paper, towels and other supplies for the lavatories on the Common Parts; and

keep the Lifts in reasonable working order.

The Landlord may, but shall not be obliged to, provide any of the other Services not listed in Clause 9.3, provided that the Tenant’s use and enjoyment of the Premises is not materially impaired. The Landlord shall not be obliged to carry out any works where the need for those works has arisen by reason of any damage or destruction by a risk against which the Superior Landlord is not obliged to insure.

The Landlord shall not be obliged to provide any of the Services outside the Permitted Hours.

The Landlord shall not be liable for:

any interruption in, or disruption to, the provision of any of the Services for any reason that is outside the reasonable and foreseeable control of the Landlord; or

any absence or insufficiency of any of the Services or where there is any breakdown or defect in any conducting media, except where due to the negligence of the Landlord and provided that the Landlord seeks to make good the breakdown or defect.

Service charge exclusions

The following costs shall be expressly excluded from the Service Charge:

Costs arising from any damage or destruction to the Building caused by an Insured Risk or an Uninsured Risk, or repair costs recovered by the Landlord under third party warranties or guarantees.

Capital costs of the construction, alteration or extension of the Building, save for alterations made to the Common Parts or structure of the Building (other than any such alterations made in the last year of the Term).

Costs of upgrading, innovation or improvement resulting from any repair, maintenance, reinstatement, rebuilding or replacement, but this will not prevent the Landlord including costs within the Service Charge where they arise:

where an item is to be replaced by way of repair and the replacement is broadly the modern day or up-to-date equivalent of what was there previously;

where the Landlord considers replacement to be more economical than repair (and the Landlord is entitled to take into consideration the medium/long-term benefits of replacement);

where an item has to be replaced or installed to comply with any Act or the requirements of the Insurers; or

where replacement or renewal is reasonable and cost-effective and will reduce operating costs for the benefit of the tenants of the Lettable Units.

Costs of any unlet Lettable Unit.

Rent collection costs.

Costs incurred in dealing with any lettings or rent reviews at the Building.

Unrecovered costs due from another tenant of the Building.

Costs incurred in respect of any disposal of the Landlord’s interest in the Building, including the costs of advertising and promotional or publicity activities relating to any proposed dealing with the Landlord’s interest in the Building.

Before or as soon as possible after the start of each Service Charge Year, the Landlord shall prepare and send the Tenant an estimate of the Service Costs for that Service Charge Year and a statement of the estimated Service Charge for that Service Charge Year.

The Tenant shall pay the estimated Service Charge for each Service Charge Year in four equal instalments on each of the Rent Payment Dates.

In relation to the Service Charge Year current at the date of this Lease, the Tenant’s obligations to pay the estimated Service Charge and the actual Service Charge shall be limited to an apportioned part of those amounts, such apportioned part to be calculated on a daily basis for the period from and including the date of this Lease to the end of the Service Charge Year. The estimated Service Charge for which the Tenant is liable shall be paid in equal instalments on the date of this Lease and the remaining Rent Payment Dates during the period from and including the date of this Lease until the end of the Service Charge Year.

As soon as reasonably practicable after the end of each Service Charge Year, the Landlord shall prepare and send to the Tenant a certificate showing the Service Costs and the Service Charge for that Service Charge Year.

If any cost relating to any Services actually provided to and benefitting the Tenant is omitted from the calculation of the Service Charge in any Service Charge Year, the Landlord shall be entitled to include it in the estimate and certificate of the Service Charge in any following Service Charge Year. Otherwise, and except in the case of fraud or wilful or manifest error, the Service Charge certificate shall be conclusive as to all matters of fact to which it refers.

If, in respect of any Service Charge Year, the Landlord’s estimate of the Service Charge is less than the Service Charge, the Tenant shall pay the difference within 14 days of receipt of written demand. If, in respect of any Service Charge Year, the Landlord’s estimate of the Service Charge is more than the Service Charge, the Landlord shall credit the difference against the Tenant’s next instalment of the estimated Service Charge (and where the difference exceeds the next instalment then the balance of the difference shall be credited against each succeeding instalment until it is fully credited), and if such reconciliation occurs after the end of the Contractual Term, the Landlord shall, as soon within 14 days of the production of such reconciliation, pay to the Tenant the equivalent amount that the Tenant paid in excess of the actual Service Costs incurred.

Guarantee and Indemnity

The provisions of the Schedule 4 apply.

If an Act of Insolvency occurs in relation to a guarantor, or if any guarantor (being an individual) dies or becomes incapable of managing his affairs the Tenant shall, if the Landlord requests, procure that a person of standing acceptable to the Landlord, within 10 days of that request, enters into a replacement or additional guarantee and indemnity of the tenant covenants of this Lease in the same form as that entered into by the former guarantor.

Clause 10.2 shall not apply in the case of a person who is guarantor by reason of having entered into an authorised guarantee agreement.

For so long as any guarantor remains liable to the Landlord, the Tenant shall, if the Landlord requests, procure that that guarantor joins in any consent or approval required under this Lease and consents to any variation of the tenant covenants of this Lease.

Passage of water soil gas electricity and other services through the Conduits now existing or to be constructed during the Term passing in through over or under adjoining land and serving the Premises and which do not form part of the Premises.

(In case of emergency only) to pass on foot only across the courtyard shown edged green on plan 2 attached to the Head Lease (the Courtyard) in order to exit through the gates of the Courtyard and from there to the public highway for the purpose of emergency egress from the Premises.

To use the Courtyard for general recreational use in common with the Landlord and the owners and occupiers of the adjoining land with access onto the Courtyard and those authorised by them.

To pass and re-pass at all times on foot only across the Courtyard between the doorways marked “X” and “Y” on plan 1 attached to the Head Lease.

To use the lifts stairs and corridors forming part of the Common Parts for the purposes of access to and egress from the Premises.

Right to put refuse in any refuse bins allocated on the Common Parts.

Right to display the name and logo of the Tenant on a sign or noticeboard provided by the Landlord in the entrance hall of the Building in a form and manner approved by the Landlord.

Right to use the lavatories in the Common Parts.

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

the rights reserved by the Superior Lease insofar as they relate to the Premises.

the right to use and to connect into conducting media at, but not forming part of, the Premises which are in existence at the date of this Lease or which are installed or constructed during the Contractual Term; the right to install and construct conducting media at the Premises to serve any part of the Building (whether or not such conducting media also serve the Premises); and the right to re-route any conducting media mentioned in this clause;

the right to erect scaffolding at the Premises or the Building and attach it to any part of the Premises or the Building in connection with any of the rights reserved pursuant to this Part 2 where reasonable prior written notice has been given to the Tenant and provided that the Tenant’s access to and egress from, the Premises is not materially adversely affected;

the right to attach any structure, fixture or fitting to the boundary of the Premises in connection with any of the rights reserved pursuant to this Part 2;

the right to re-route any means of access to or egress from the Premises or the Building and to change the areas over which the rights mentioned paragraph 5 of Schedule 1 are exercised;

the right to re-route and replace any conducting media over which the rights mentioned paragraph 1 of Schedule 1 are exercised.

The Landlord reserves the right to enter the Premises:

to repair, maintain, install, construct, re-route or replace any conducting media or structure relating to any of the rights reserved pursuant to this Part 2;

to carry out any works to any other Lettable Unit; and

for any other purpose mentioned in or connected with:

this Lease;

the rights reserved pursuant to this Part 2; and

the Landlord’s interest in the Premises and/or the Building.

The Tenant shall allow all those entitled to exercise any right to enter the Premises, to do so with their workers, contractors, agents and professional advisors, and to enter the Premises at any reasonable time (where reasonably practicable during usual business hours) and, except in the case of an emergency, after having given reasonable prior written notice to the Tenant.

The Landlord shall promptly make good all damage caused to the Premises or its contents by the exercise of such rights.

The matters mentioned in the Property and Charges Register of Title Number EGL440236 as of 15 February 2018 timed at 12:26:09 insofar as they affect or relate to the Premises or the exercise of rights granted by this Lease save for any financial charges.

Deed of Covenant dated 31 May 2002 and made between (2) National Car Parks Limited and (2) J.F. Miller Properties Limited.

Agreement dated 4 July 2000 and made between (1) London Borough of Hackney and (2) the Tenant pursuant to s.106 of Town & Country Planning Act 1990.

The Superior Lease.

Definitions

An arbitrator

The Assumptions

The Disregards

The President

The review period

Ascertaining the Rent

The Rent

Agreement of the Rent

Open market rent

Conduct of the arbitration

Memoranda of agreement

Reimbursement of costs

Payment of the Rent as ascertained

Where the Rent is not ascertained by a Review Date

Where the Review Date is not a quarter day

Back-payment where review delayed

Effect of counter-inflation provisions

Use

Security

Discharges

Window cleaning

Noise

Ceiling and floor loading

Heavy items

Protection of ceilings

Machinery

Noisy machinery

Maintenance of machinery

Renewal of parts

Operation

Signs

(name of outgoing tenant) [of (address) (or) the registered office of which is at (address)] [Company Registration no ...] (‘the Guarantor’), and

(name of landlord) [of (address) (or) the registered office of which is at (address)] [Company Registration no ...] (‘the Landlord’).

Definitions and interpretation

‘the Assignee’ means (name of incoming tenant) [Company Registration no ...],

words importing one gender include all other genders, words importing the singular include the plural and vice versa,

the clause headings do not form part of this document and are not to be taken into account in its construction or interpretation, (amend if marginal notes are used instead of headings)

unless expressly stated to the contrary, the expression ‘this guarantee’ includes any document supplemental to or collateral with this document or entered into in accordance with this document,

if any party to this guarantee at any time comprises two or more persons, obligations expressed or implied to be made by or with that party are deemed to be made by or with the persons comprising that party jointly and severally,

‘the Lease’ means the [lease (or) sublease] of the Premises dated (date) and made between (1) [the Landlord (or) (name of original landlord)] and (2) [the Guarantor (or) (name of original tenant)] for the Term, and includes all or any deeds and documents supplemental to that lease whether or not expressed to be so,

‘the Liability Period’ means the period during which the Assignee is bound by the tenant covenants of the Lease,

‘the 1995 Act’ means the Landlord and Tenant (Covenants) Act 1995 [and all statutes, regulations and orders included by virtue of clause 1.11],

‘the Premises’ means the property demised by the Lease,

any reference in this guarantee to a clause without further designation shall be construed as a reference to the clause of this document so numbered,

unless expressly stated to the contrary, any reference to a specific statute includes any statutory extension or modification, amendment or re-enactment of that statute and any regulations or orders made under it, and any general reference to a statute includes any regulations or orders made under that statute,

‘the Term’ means the term of years created by the Lease, and

‘tenant covenants’ and ‘authorised guarantee agreement’ have the same meaning as is given by section 28(1) of the 1995 Act.

Recitals

This guarantee is supplemental to the Lease by which the Premises were let for the Term subject to the payment of the [rent (or if additional payments are reserved as rent by the lease) rents] reserved by and the performance and observance of the covenants on the tenant’s part and the conditions contained in the Lease.

The immediate reversion to the Lease [remains (or as appropriate) is now] vested in the Landlord and the unexpired residue of the Term [remains (or as appropriate) is now] vested in the Tenant.

By clause (number) of the Lease, the Landlord’s consent to an assignment of the Lease is required.

The Landlord has agreed to give consent to assignment of the Lease to the Assignee on condition that the Guarantor enters into this guarantee.

This guarantee is intended to take effect only when the Lease is assigned to the Assignee.

This guarantee is intended to be an authorised guarantee agreement within the meaning of the 1995 Act.