DATED 20 [EI GROUP PLC/UNIQUE PUB PROPERTIES LIMITED] (1) - and - [insert Tenant s details] (2)

Transcription

1 DATED 20 [EI GROUP PLC/UNIQUE PUB PROPERTIES LIMITED] (1) - and - [insert Tenant s details] (2) - and - [insert 2 Guarantor s details if applicable] (3) FREE OF TIE [10] ]20] YEAR LEASE - relating to - premises known as [ ] = Gosschalks Solicitors Queens Gardens, Hull, HU1 3DZ DX Hull T E info@gosschalks.co.uk W A list of partners is available for inspection at the above address This firm is authorised and regulated by the Solicitors Regulation Authority under number 61213

2 LAND REGISTRY PRESCRIBED CLAUSES LR1. Date of lease 20 LR2. Title number(s) LR2.1 Landlord s title number(s) [ ] LR2.2 Other title numbers [ ] LR3. Parties to this lease Landlord [EI GROUP PLC incorporated in England and Wales with company number ] [UNIQUE PUB PROPERTIES LIMITED incorporated in England and Wales with company number ] and registered office at 3 Monkspath Hall Road, Solihull, West Midlands, B90 4SJ [delete as applicable] Tenant [ ] Guarantor [insert 2 Guarantor details if applicable] LR4. Property In the case of a conflict between this clause and the remainder of this lease then, for the purposes of registration, this clause shall prevail. [ ] as edged red on the attached plan and more fully described as the Property at clause 1 of this Lease. LR5. Prescribed statements etc. LR6. Term for which the Property is leased LR7. Premium LR8. Prohibitions or restrictions on disposing of this lease LR9. Rights of acquisition etc. None See Term as set out in clause 1 of this lease None This lease contains a provision that prohibits or restricts dispositions LR9.1 Tenant s contractual rights to renew this lease, to acquire the reversion or another lease of the Property or to acquire an interest in other land. None Document Number: #GS Fee Earner: AMR Matter Number: Page 2 of 33

3 LR9.2 Tenant s covenant to (or offer to) surrender this lease. See Schedule 4 LR9.3 Landlord s contractual rights to acquire this lease. See Schedule 4 LR10. Restrictive covenants given in this lease by the Landlord in respect of land other than the Property LR11. Easements None LR11.1 Easements granted by this lease for the benefit of the Property None, except for any referred to or contained in Schedule 2 LR11.2 Easements granted or reserved by this lease over the Property for the benefit of other property See Schedule 3 LR12. Estate rent charge burdening the Property LR13. Application for standard form of restriction LR14. Declaration of trust where there is more than one person comprising the Tenant None None Not applicable Document Number: #GS Fee Earner: AMR Matter Number: Page 3 of 33

4 T H I S L E A S E is made on the 20 BETWEEN [EI GROUP PLC] [UNIQUE PUB PROPERTIES LIMITED] of 3 Monkspath Hall Road, Shirley, Solihull, West Midlands B90 4SJ ( the Company ) (1) [ ] of [ ] ( the Tenant ) (2) [ ] of [ ] and [ ] of [ ] ( the Guarantor ) (3) 1. DEFINITIONS In this Lease (except where the context requires otherwise) the expression:- (1) Act of Parliament includes any statute enacted after the date of this Lease all regulations and orders made under any statute and any directives or regulations adopted by the Council of the European Communities [(2) Agreement to Lease means an agreement to lease dated [ ]] (3) Authorised Guarantee Agreement has the same meaning as in the Landlord and Tenant (Covenants) Act 1995 (4) the Company includes its successors and beneficial owners (5) the Company's Surveyor means the surveyor appointed by the Company from time to time (who may be an employee of the Company) (6) the Deposit means the sum of [ ] lodged by the Tenant and held by the Company in accordance with the terms of this Lease (7) Excess means the amount or proportion of some or all losses arising under an insurance policy that the Company may bear (8) the Guarantor includes his personal representatives (9) health and safety regulations means any regulations made pursuant to or any requirements of any Act of Parliament which relate to the health and safety of the workforce employees or other persons who visit the Property (whether or not in the course of their employment) including without limitation the Health and Safety at Work etc. Act 1974 all regulations made pursuant to that Act and the Defective Premises Act 1972 (10) the Insurance Rent means the sum of (or in the case of the Company holding an insurance policy covering multiple properties a proportion fairly decided by the Company) all gross premiums costs charges professional fees and tax paid or incurred by the Document Number: #GS Fee Earner: AMR Matter Number: Page 4 of 33

5 Company for or relating to insurance under the Lease any insurance valuations any Excess and the cost to the Company of providing or obtaining finance to pay any insurance premium before reimbursement to it by the Tenant (11) Insured Risks means loss or damage which arises from fire lightning explosion aircraft (including articles falling or dropping from aircraft) riot civil commotion accidental damage theft terrorism malicious persons earthquake storm tempest flood bursting and over flowing of water pipes tanks and other apparatus and impact by vehicles and loss of all forms of Rent for a period of two years (including an estimate for increasing Rent) or such other period as the Company may consider to be appropriate and the cost of demolition site clearance the removal and disposal of debris and architects surveyors and other professional fees and other expenses that the Company consider to be necessary for rebuilding and reinstating and such other risks against which the Company (acting reasonably) insure (12) Interest means interest at the rate of four per cent above National Westminster Bank PLC base lending rate (or such other comparable rate as the Company shall reasonably specify) (13) this Lease includes the Schedules (14) Permitted Use means any use within use classes A3 and A4 of the Town and Country Planning (Use Classes) Order 1987 as may be permitted at the date this lease is granted (15) Premises Licence means a premises licence (as defined in Section 11 of the Licensing Act 2003) in respect of the Property and which (as those terms are defined in the Licensing Act 2003) (a) (c) authorises (at least) the sale by retail of alcohol authorises such sale for (at least) twelve hours each weekday ten and a half hours on each Sunday and Good Friday and six and a half hours on Christmas Day and does not prohibit by condition consumption of such alcohol on the Property (16) the Property means the property known as [ ] shown for identification purposes edged red on the attached plan (including any landlord's fixtures and fittings in the property and all alterations and additions made to it) (17) the Rent means [ ] (excluding VAT) per annum Document Number: #GS Fee Earner: AMR Matter Number: Page 5 of 33

6 (18) Rent Payment Days means the usual quarter days (or such reasonable alternative as the Company may elect) or as otherwise agreed between the Company and the Tenant (19) Rent Review Date means the fifth anniversary of the Term and every fifth anniversary thereafter and relevant Rent Review Date is to be construed accordingly (20) the Tenant includes his successors (21) the Tenant s Business means the business of the retail sale of alcoholic and nonalcoholic drinks refreshments and food for consumption on and off the Property with or without ancillary bed and breakfast and any other ancillary uses approved by the Company and authorised by way of any necessary statutory consent (22) the Tenant s Inventory means all fixtures fittings furniture equipment and other items from time to time upon the Property other than those belonging to the Company (23) the Term means [10] [20] years from and including the (24) Trade Licences means all licences and permissions required so that the Property can lawfully be used for the Permitted Use including (without limitation to the generality) a Premise Licence (25) VAT means Value Added Tax and any tax of a similar nature 2. INTERPRETATION Where appropriate this Lease shall be interpreted so that (1) Words describing one gender include the other words describing a person include a company and words describing the singular include the plural and vice versa (2) Where more than one person is included in the expressions the Tenant and/or the Guarantor covenants made by them are made jointly and individually (3) A covenant not to do anything includes a covenant not to allow anybody else to do it (4) References to the end of the Term include early surrender or early termination for any reason (5) Except where the contrary is expressly stated all rights and obligations under this Lease shall be enforceable by and against the respective successors in title of the Company and the Tenant (6) Wherever the consent or approval of the Company is required such consent or approval (unless given by deed) must be in writing and signed by an individual who is expressed to be an authorised signatory on behalf of the Company 3. GRANT OF LEASE Document Number: #GS Fee Earner: AMR Matter Number: Page 6 of 33

7 The Company leases the Property to the Tenant for the Term 4. COMPANY'S COVENANT The Company covenants with the Tenant to comply with the Company's obligations in the First Schedule 5. RIGHTS The rights (if any) in the Second Schedule are included for the benefit of the Tenant 6. RESERVATIONS The rights in the Third Schedule are reserved for the benefit of the Company 7. TENANT'S COVENANT The Tenant covenants with the Company to comply with the Tenant's obligations in the Fourth Schedule 8. AGREEMENTS The Company and the Tenant agree the matters in the Fifth Schedule 9. RENT REVIEW The Rent is subject to increase and review in accordance with the Sixth and Seventh Schedules 10. GUARANTOR'S COVENANT The Guarantor (if any) covenants with the Company in the terms of the Eighth Schedule 11. THE DEPOSIT The Deposit shall be lodged by the Tenant on the date hereof and held pursuant to the terms of the Tenth Schedule Executed as a Deed Document Number: #GS Fee Earner: AMR Matter Number: Page 7 of 33

8 THE FIRST SCHEDULE COMPANY'S OBLIGATIONS 1. To let the Tenant have undisturbed possession of the Property in accordance with the terms of this Lease so long as he complies with his obligations 2. To insure (1) the Property (except fixed glass Tenant s Inventory and the tenant's fixtures) with reputable insurers against damage by the Insured Risks to at least its full reinstatement cost (including any costs associated with reinstatement) except where such insurance is affected by a superior landlord (2) against two years loss of Rent for the Property so long as such insurance is available on reasonable terms and subject to such excesses and conditions as the insurers impose The Company will not be in breach of its obligation in this Lease to maintain insurance if it is unable to obtain such cover (on reasonable terms of its choosing) because of a breach by the Tenant of its obligations contained herein which leads to such a failure. 3. If the Property (other than fixed glass and the tenant's fixtures) is damaged by any Insured Risk then (subject to obtaining all necessary consents) the Company will apply the insurance money received (except that received for loss of Rent) in making good the damage (but not necessarily to the same design or specification as long as reasonably equivalent premises are provided) unless (1) the Company is prevented from doing so by causes outside its control or (2) it would be unreasonable to do so Document Number: #GS Fee Earner: AMR Matter Number: Page 8 of 33

9 THE SECOND SCHEDULE RIGHTS INCLUDED 1. All those rights (if any) (that it is within the Company s power to bestow) that the Tenant may reasonably require to exercise the Permitted Use of the Property 2. [insert any additional rights that may be required specific to the property in question] Document Number: #GS Fee Earner: AMR Matter Number: Page 9 of 33

10 THE THIRD SCHEDULE RIGHTS RESERVED The rights for the Company and others authorised by it 1. To display notices on reasonable parts of the Property in the last year of the Term advertising that it is to let or (at any time) that it is for sale 2. To enter the Property (1) to perform any of its obligations or exercise any of its rights under this Lease (2) to put right any breach of the Tenant's obligations (3) to show the Property to prospective lessees or purchasers (4) to carry out works to adjoining property or any joint facility which cannot otherwise be reasonably carried out (5) to install operate attach repair replace renew inspect and maintain telecommunications apparatus as defined in Schedule 2 of the Telecommunications Act 1984 and internet or broadcasting equipment whether for its own use or the use of others (such rights also being exercisable by those persons authorised by the Company) and to connect such apparatus to electricity and telephone services as necessary subject to the reimbursement of all reasonable costs thereby incurred such entry (a) to cause as little disturbance to the Tenant as practicable and to be on condition that the Company makes good all damage caused to the Property and (except where the need arises due to an emergency or the Tenant's default) to be at reasonable times on reasonable notice Document Number: #GS Fee Earner: AMR Matter Number: Page 10 of 33

11 1. To pay the Rent and the Insurance Rent (1) by equal payments in advance (2) on the Rent Payment Days THE FOURTH SCHEDULE TENANT'S OBLIGATIONS (3) without any deduction set off abatement or counterclaim (whether legal or equitable) (4) by variable direct debit or such other way as the Company specifies or agreed between the parties 2. (1) To pay all other sums due under this Lease without any deduction set off abatement or counterclaim (whether legal or equitable) (2) If this Lease is an underletting to reimburse the Company on demand any money which the Company has to pay to any superior landlord pursuant to any term of any superior lease (including (without limitation) any service charge or payment for insurance of the Property) (save for that of basic rent) 3. To pay VAT charged (1) on the Rent (2) on any other payment made by the Tenant under this Lease (3) on any payment made by the Company where the Tenant has to reimburse it (except where the Company can reclaim the VAT) 4. (1) To pay (and indemnify the Company against) rates taxes and other outgoings of any kind which are assessed or imposed on the Property or the owner or occupier (but not any which relate to any dealing with the Company's reversionary interest in the Property) (2) To reimburse the Company on demand a fair proportion (determined by the Company's Surveyor) of such rates taxes and other outgoings paid by the Company where they relate to the Property and other premises 5. To reimburse the Company on demand a fair proportion (determined by the Company's Surveyor) of the costs reasonably incurred in the maintenance and repair of anything used jointly by the Property with other premises 6. To pay Interest on a daily basis on any payment overdue under this Lease until such payment is made 7. (1) To insure with a reputable insurance company (a) in the name of the Tenant (with the Company s interest noted thereon) (i) against public liability in the sum of 2,000,000 (each incident) or such greater sum as the Company may reasonably specify Document Number: #GS Fee Earner: AMR Matter Number: Page 11 of 33

12 (ii) (iii) all fixed glass in the Property for its full reinstatement cost (including any costs associated with reinstatement) the Premises Licence in the sum of 250,000 or such greater sum as the Company may reasonably specify in the Tenant's name only the Tenant's fixtures and fittings equipment and stock for its full reinstatement or replacement cost and to show the Company the insurance policies and the receipt for the last premium paid when reasonably requested (2) To apply all insurance money received in making good the relevant loss 8. Not to do anything 9. (1) (1) which might invalidate the insurance of the Property (2) which might increase the premium for such insurance (without the consent of the Company) (a) to put and keep the Property in good repair to the Company's reasonable satisfaction and to ensure that it complies with health and safety regulations to renew any part of the Property if repair becomes impractical (except where the need for repair or renewal arises as a result of damage by an Insured Risk and the Tenant has not invalidated the insurance) (2) To keep the Property clean (3) To decorate all previously decorated parts of the Property to the Company's reasonable satisfaction in the third year of the Term (internally) and the fifth year of the Term (externally) and after that in at least every third year (internally) and fifth year (externally) and also at the end of the Term (but not in two successive years) (4) To put and keep the Tenant's Inventory in the Property clean hygienic and in good repair and to ensure that it complies with health and safety regulations (5) To have all gas and electrical equipment upon the Property regularly safety checked and on the occasion of each safety check, and at the time of purchase of any second hand items, to obtain a certificate from a recognised body or person qualified and insured to inspect and repair such equipment, certifying its safety, and compliance with health and safety regulations and further to obtain (and supply copies upon request to the Company) all such certificates required to operate the Property lawfully expressly including but not limited to such certification relating to the supply of gas and electric to the Property and all matters relating to any fire safety regulations, the management of asbestos and all health and safety legislation (6) If the Tenant is in breach of the above obligations or of the obligations in sub-paragraph 10(1) below for an unreasonable period of time after receiving notice to that effect from the Company he will on demand let the Company and others authorised by it enter the Property to remedy that breach and will reimburse the cost on demand as a debt due to the Company Document Number: #GS Fee Earner: AMR Matter Number: Page 12 of 33

13 (but the Company shall not be obliged to so enter and may have recourse to any other remedy available to it) 10. (1) To comply with all Acts of Parliament and requirements of any lawful authority (whether or not such requirements are made of the Company) affecting the use or occupation of the Property (2) To notify the Company of any notice or claim relating to the Property within seven days of receiving it (3) To notify the Company immediately of any defect in the Property which might give rise to a liability on the Company under the Defective Premises Act 1972 or which may otherwise affect the health or safety of anybody on the Property 11. To use the Property only for the Permitted Use 12. Not (1) to form any company partnership or other association which has an interest in or which affects the Property or the Tenant s Business carried on from it (2) to part with possession or share the occupation of the Property or any part of it except in accordance with the terms of this paragraph 12 (3) to charge or assign part only of the Property (4) to charge this Lease to anybody other than a bank authorised to carry on a deposit taking business in the United Kingdom (and any such charge shall not include the Premises Licence or Tenant s Inventory) (5) to underlet the whole of the Property or any part of it (6) to assign this Lease at any time during the first two years of the Term and thereafter not to assign this Lease without the Company's consent which will not be unreasonably withheld and in respect of which the following provisions shall apply A. without prejudice to any other matter or circumstance which may render reasonable the Company withholding its consent to an assignment of this Lease, for the purposes of sub-section 1A of Section 19 of the Landlord and Tenant Act 1927 ( the Sub- Section ) the parties agree that the Company may withhold its consent to a proposed assignment of this Lease in any of the following circumstances B. (i) where the proposed assignee (a) has had a Court judgment for non payment of debt made against him within the five years before the date of the application for consent or is not in the reasonable opinion of the Company of a sufficient financial standing and level of competence in terms of running a business at the Property as permitted by this Lease or Document Number: #GS Fee Earner: AMR Matter Number: Page 13 of 33

14 (c) (d) (e) does not provide to the Company confirmation in writing that he has obtained advice in connection with the proposed assignment and the business that he proposes to carry on at the Property from independent advisers that he considers have the necessary property and licensed trade expertise or does not attend for interview by a representative of the Company if requested to do so or does not produce a business plan which is acceptable to the Company (acting reasonably) (ii) (iii) (iv) (v) where the Tenant does not provide at the request of the Company a solicitors undertaking to pay all costs expenses and VAT reasonably incurred by the Company in dealing with the application for consent (whether or not consent is granted or is granted subject to lawful conditions) where in the reasonable opinion of the Company the proposed assignee is not of sufficient standing and/or status to enable it to fulfil the obligations of the Tenant under this Lease as they fall due where in the reasonable opinion of the Company the manner and style in which the proposed assignee intends to operate the business that he proposes to carry on at the Property may materially reduce the value of the Company's interest in the Property where the Tenant has not complied with the provisions contained within clause 12(D) (below) C. For the purposes of the Sub-Section (but without prejudice to any other condition subject to which it may be reasonable to grant such consent) the parties also agree that the Company reserves the right to consent to a proposed assignment of this Lease subject to any or all of the following conditions:- (a) (c) (d) that on or before completion of the proposed assignment the proposed assignee must obtain a transfer of the Premises Licence with or without interim effect so that at all times licensable activities (as defined by section 1(1) of the Licensing Act 2003) remain lawful by virtue of that licence that before completion of the proposed assignment the Tenant must remedy to the Company's reasonable satisfaction all existing material breaches of the Tenant's covenants in this Lease that if the proposed assignee is a limited company and the Company so reasonably requires two guarantors must enter into covenants with the Company in the form set out in the Eighth Schedule (or such other form as the Company reasonably requires) that the Tenant must on or before the completion of the assignment enter into an Authorised Guarantee Agreement in respect of the proposed assignee and in the form set out in the Ninth Schedule Document Number: #GS Fee Earner: AMR Matter Number: Page 14 of 33

15 (e) that the Tenant's Solicitor must give to the Company's Solicitor at least five working days advance notice of the date fixed for completion of the assignment D. If the Tenant shall wish to assign the whole of the Property and there shall be a substantial person firm or company (who is deemed by the Company (acting reasonably) giving regard to this clause 12 to be an acceptable assignee) and who is ready willing and able to take an assignment of the Lease then the Tenant shall give notice to the Company giving the name and address of the proposed assignee together with references for the proposed assignee and a copy of the contract (which shall be conditional only upon the Company granting its consent to the proposed assignment and not exercising its right to accept a surrender of this Lease and (if relevant) upon the consent of any superior landlord) and which shall show the premium (if any) agreed to be paid by the proposed assignee for the assignment of this Lease and any goodwill and the price to be paid or the method of valuing any tenant s fixtures and fittings and trade inventories and stock at the Property and the said notice shall irrevocably offer to surrender the whole of the Premises to the Company for an amount equal to the premium together with the Tenant s fixtures and fittings and trade inventories and stock at the Property at the same price or subject to the same method of valuation as stated in the said contract (a) (c) (d) (e) The Lessee shall promptly provide the Company such information regarding the business of the Tenant carried on at the Property as the Company may reasonably require and provided the Tenant shall have complied with his obligations pursuant to this clause 12(D)(a) then the Company shall within twenty working days of receipt of the said notice and information prescribed herein serve a counter-notice stating whether or not the Company accepts the offer to surrender for the premium stated If the Company shall accept the offer to surrender then the surrender and sale shall be completed within twenty working days after the date of the said counter-notice and vacant possession shall be given to the Company by the Tenant and the Company shall pay to the Tenant the said premium (if any) and the price of the tenant s fixtures and fittings trade inventories and stock as stated in the said contract or valued in accordance with the provisions of the said contract (and on any associated terms and conditions as may be decided by the Company acting reasonably with such terms to be acceptable and common place in the usual course of the licensed trade) The surrender shall be affected without prejudice to any right of action or remedy of the Company in respect of any antecedent breach of the Lessee s covenants in this Lease The Lease shall be surrendered and the Lease and all fixtures fittings inventory stock (and any other items subject to the surrender or sale) shall be sold free from any mortgage charge or encumbrance whatsoever If the said counter-notice shall state that the Company does not accept the offer to surrender made by the said notice or if the Company fails to respond to the said notice within twenty working days of receipt of both the notice (and any information requested pursuant to clause 12(D)(a)) then the Tenant may (after obtaining the written consent of the Company pursuant to this clause 12 in its entirety and any other relevant provisions contained within this Lease) Document Number: #GS Fee Earner: AMR Matter Number: Page 15 of 33

16 assign the whole of the Property to the assignee named in the contract as produced to the Company with the notice and strictly at the premium and terms therein stated 13. To give notice to the Company within fourteen days of any charge of this Lease 14. (1) Not (a) to damage the Property to erect any new building on the Property or make any structural alterations to it (but this shall not preclude the Tenant from making any non-structural alterations with the Company's consent which will not be unreasonably withheld) (2) To carry out and complete any alterations to the Property permitted pursuant to the terms of this Lease (a) (c) (d) in good and workmanlike manner with good quality materials in accordance with the requirements and consents of any lawful authority to the satisfaction of the Company 15. To (1) comply with the Company's reasonable requirements to avoid accidental damage to the Property (2) maintain in the Property any fire fighting or risk improvement equipment required by law or the Company's insurers 16. To comply with the obligations in Part III of this Schedule 17. To give immediate notice to the Company of any attempt by any person to acquire an easement over the Property or of any trespass and to take all steps reasonably required by the Company to prevent that 18. To comply with all covenants and other matters which at the date of this Lease affect the Property 19. To reimburse the Company on demand (and if the Company reasonably so requires to give prior security for) all costs reasonably incurred by the Company relating to (1) any application for the Company's consent (2) valuation of the Property for insurance purposes (3) any breach or suspected breach of the Tenant's obligations (including any steps taken in the preparation and service of a notice under Section 146 or 147 of the Law of Property Act 1925 even if forfeiture is avoided otherwise than by relief granted by the court) 20. At the end of the Term Document Number: #GS Fee Earner: AMR Matter Number: Page 16 of 33

17 (1) to give the Property back to the Company repaired and decorated as required by this Lease (2) to leave at the Property anything belonging to the Company (3) to take all necessary steps to ensure that the Company does not become responsible for the employment (or anything related to it) of any employee of the Tenant (unless the Company consents) and to indemnify the Company against all claims and liabilities arising from such employment or anything related to it (4) upon request to reinstate any alterations which have been made to the Property or any part of it at its own expense in a good and workmanlike manner to the satisfaction of the Company (or their successor in title) 21. The Tenant shall supply to the Company promptly upon request (and in any event within 21 days of such request) copies of in house accounts, management accounts, VAT returns and any such other reports or documentation produced in respect of the Tenant s business conducted at the Property (but only insofar as the Company may reasonably require) at any time during the 12 month period prior to the date that an open market review of the Rent is due to be conducted pursuant to this Lease and at any time during the last 3 years of the Term (but it is agreed that the Tenant shall only be obliged to produce such reports and documentation at any one time that relate to the previous two full years trading at the Property). 22. To indemnify the Company against any loss claim or liability arising from the Tenant's (1) negligence or (2) breach of his obligations in this Lease 23. To permit the exercise of the reservations in the Third Schedule 24. If this Lease is an underlease (1) to comply with the covenants on the part of the tenant in any superior lease (except the covenant to pay basic rent) (2) to indemnify the Company against all loss claims and liability arising as a result of noncompliance (3) not to do anything which requires the approval of any superior landlord without obtaining that approval in addition to the approval of the Company 25. To keep the Property open for business during such hours permitted by law as may be appropriate given the nature of operation and volume of trade at the Property and in any event (insofar as may be permitted by law) no less than between the daily hours of 11am-11pm save for such variations as may be approved by the Company at its discretion 26. (1) If relevant to register this Lease at H M Land Registry and on completion of such registration to supply to the Company an official copy of such registration (2) At the request of the Company to join with it in an application to H M Land Registry to procure that such parts of this Lease as the Company shall require are made exempt information pursuant to the Land Registration Act 2002 Document Number: #GS Fee Earner: AMR Matter Number: Page 17 of 33

18 PART II 1. Not to change the name of the Property without the Company's consent (such consent not to be unreasonably withheld or delayed) 2. To display notices and advertisements as required by law 3. To comply with his obligations under the Transfer of Undertakings (Protection of Employment) Regulations 2006 to employ such of the employees who were employed in relation to the Property before the date of this Lease and to the extent that he fails to do so, he agrees to indemnify and keep indemnified the Company against any loss, claim or liability incurred by it 4. (1) At the end of the Term, where requested by the Company (when such request is reasonable) to disclose full and accurate details of the terms and conditions of employment of any person employed by him in relation to the Property to any person to whom the Company may propose from time to time to sell, let, or agree to let, the Property for any period after the end of the Term or otherwise (2) To indemnify and keep indemnified the Company and any such other person against any loss, claim or liability incurred by any of them arising out of or in connection with any breach by him of his obligations under sub-paragraph (1) above 5. Not to part with ownership or possession of the Tenant's Inventory (or any material part of it) without the prior consent in writing of the Company 6. The Tenant must maintain internet access at the Property and hold a current account which the Tenant shall monitor regularly and supply the Company with its address to enable the Company to communicate with the Tenant by Upon the request of the Company (or that of a relevant third party supplier) the Tenant shall agree to receive and pay for utility supplies to the Property (either in whole or in part) on a pay as you go meter system (or some other similar or updated system or arrangement) and to allow such access as may be necessary for the installation, inspection, maintenance, replacement or removal of such equipment as may be reasonably required during the term of this Lease either by the Company or any relevant third party supplier (or a nominee) for that purpose and the Tenant (and those under its control) shall comply with any standard terms and conditions in respect of the use and maintenance of such equipment as may be in force from time to time and shall not attempt to interfere or manipulate the proper use of any such equipment. PART III 1. At all times to comply with the provisions of the Licensing Act 2003 and to procure that all those under the control of the Tenant do so as well 2. As to the Trade Licences:- (1) to obtain and maintain them pay any fees when necessary and make or join in any appeal relating to them (and in particular (without limitation to the generality) at all times to be the sole holder of the Premises Licence) (2) not to put their existence or transfer at risk (and in particular (without limitation to the generality) not to give any notice to surrender the Premises Licence) Document Number: #GS Fee Earner: AMR Matter Number: Page 18 of 33

19 (3) not to put them at risk of revocation suspension or review by the licensing authority (and in particular (without limitation to the generality) not to put them at risk of (a) (c) any closure order the imposition or modification of conditions lapse (d) the exclusion of any licensable activity (as defined by section 1(1) of the Licensing Act 2003) (4) (a) not without the consent of the Company (not to be unreasonably withheld or delayed) to give any undertakings or accept any conditions in respect of them nor to make any application to materially vary or review them (save that the Tenant may apply to vary the Premises Licence under Section 37(1) of the Licensing Act 2003 to specify an individual as premises supervisor) where the Company s consent is requested under (a) above to provide for approval by the Company a copy of any relevant operating schedule and plans and where the Company s consent is given then upon any undertaking condition or variation being accepted or agreed by the licensing authority to provide to the Company such details and/or documentation as it shall reasonably require (5) to give notice to the Company immediately if the Tenant becomes aware of anything that may affect them and to take such action as the Company directs (6) at the end of the Term to do everything necessary to facilitate the transfer of them to the Company or to whoever it directs (including the provision of consent to the transfer of the Premises Licence with or without immediate effect as required by the Company) 3. At all times to ensure that a suitable person is specified in the Premises Licence as the premises supervisor 4. To provide upon request to the Company a certified copy of the Premises Licence 5. The Tenant hereby undertakes to keep and maintain a Premises Licence in respect of the Property at its cost during the Term (and any continuation thereof) even if such Premises Licence is not required for any business or trade carried out at the Property Document Number: #GS Fee Earner: AMR Matter Number: Page 19 of 33

20 THE FIFTH SCHEDULE AGREEMENTS 1. To be valid any application notice confirmation demand or consent under this Lease must be in writing 2. Any application notice confirmation demand or consent under this Lease will be validly given if (1) receipt is acknowledged or (2) in the case of the Tenant it is left at or sent by prepaid post to the Property or (in the case of a body corporate) sent to its registered office (3) in the case of the Guarantor it is left at or sent by prepaid post to his last known home address (and notice given to one Guarantor will be valid notice to all of them) or (4) in the case of the Company if (and only if) it is sent by prepaid recorded delivery post to the registered office of the Company marked for the attention of the company secretary (unless the Company directs otherwise) 3. If at any time any provision of this Lease is or becomes void or unenforceable in any respect that shall not affect the validity or enforceability of any other provision of this Lease 4. The Company may (1) appropriate any money received from the Tenant or the Guarantor towards satisfaction of any debt due from the Tenant to the Company (no matter what purpose the money is said to be paid for) (2) set off against any debt due from the Tenant to the Company any money due to the Tenant 5. (1) If the Property (or any part of it except fixed glass and Tenant s Inventory) is damaged by an Insured Risk so that it cannot be used (and provided that no insurance money is withheld due to default of the Tenant) the Rent (or a fair proportion of it according to the extent of the damage) shall not be payable until the Property is made fit for use again (or for two years from the date of the damage if less) (2) If there is any disagreement under sub-paragraph (1) above it will be settled by an independent expert appointed on the application of either the Company or the Tenant by the President of the Royal Institution of Chartered Surveyors (or his nominee) and the expert s decision (including his decision as to costs) shall be final 6. If the Property has not been made good two years after it is so damaged that it cannot be used for the Permitted Use the Company or the Tenant may end the Term by giving notice to the other before the end of the six month period immediately following the period of two years in which case the Company shall be entitled to all insurance money 7. (1) If (a) the Rent (or any part of it) or any other money due under this Lease is not paid when due (whether formally demanded or not) or the Tenant does not comply with any of his obligations in this Lease or Document Number: #GS Fee Earner: AMR Matter Number: Page 20 of 33

21 (c) (d) (e) (f) (g) (h) any distress or execution is levied on the Tenant s goods at the Property or the Tenant or the Guarantor becomes bankrupt or (being a company) has a receiver (including an Administrative Receiver) appointed or goes into liquidation (except a voluntary liquidation for the amalgamation or reconstruction of a solvent company) or a proposal is made for an arrangement composition or moratorium with the Tenant s creditors or a petition for an administration order is presented to the Court or the Tenant stops trading from the Property (except when necessary to carry out permitted alterations) or there is a change in control of the Tenant (being a company which is not listed on a recognised stock exchange) without the Company's consent (which will not be unreasonably withheld) and for this purpose (i) (ii) a change in control will be deemed to occur whenever more than 20% of any shares in the Tenant has changed hands at any time during the Term a share will be deemed to change hands when any change occurs in the identity of the person who directly or indirectly is able to control the exercise of the voting rights attached to that share (including by the creation of a trust) except that no account will be taken of any change on the death of a shareholder in the Tenant and in considering whether to grant such consent the Company shall be entitled to consider (but not be limited to) the provisions of paragraph 12 of the Fourth Schedule insofar as they may be relevant to such a change of control the Company may re-enter the Property (or any part of it) and the Term will end (2) If the Company is entitled to re-enter the Property under this paragraph then (a) it will first give at least ten days prior notice of its intention and grounds for doing so to any chargee of this Lease of which it has been notified and if within those ten days the chargee gives a written undertaking to the Company in such form as the Company shall reasonably require to discharge the obligations of the Tenant the Company will not exercise its right to re-enter unless the chargee is in breach of its undertaking and does not remedy the breach within a reasonable time of being required to do so by the Company 8. (1) The Company has an option to buy such of the Tenant's Inventory and stock at the Property as it requires ( the Items ) (2) The Company may exercise its option by notice to the Tenant at the end of the Term (or at any time during the Term if and when any payment to be made by the Tenant under this Lease is Document Number: #GS Fee Earner: AMR Matter Number: Page 21 of 33

22 overdue) and if it does so the Tenant will leave the Items at the Property at the end of the Term (3) (a) The price to be paid by the Company will be equal to a valuation made at the end of the Term in the usual manner of the trade between an incoming and outgoing tenant by an independent valuer appointed by the Company (acting as an expert) and will be paid within one month of the end of the Term If the Tenant is not able to produce recent safety certificates for any gas and electrical items, then the cost of obtaining such certificates, and the cost of any works necessary to ensure that those items are in good repair, and safe, will be deducted from the price calculated pursuant to sub-sub-paragraph (a) above (4) Ownership of the Items will pass to the Company by delivery when it exercises its option but they shall remain at the Tenant's risk and cost (and the responsibility for repair insurance and replacement will remain with the Tenant) until the Company obtains possession of the Property from the Tenant 9. However it comes about the end of the Term will not affect the rights of one party against another arising from any prior breach by the other of its obligations 10. Any apportionment of rent or other money necessary under this Lease shall be made by applying the formula annual rate x number of relevant days of apportionment The Tenant by way of security irrevocably appoints the Company (with full power to appoint delegate and to sub-delegate) to be his attorney to do all things necessary to comply (if the Tenant should fail to do so) with the obligations in Part III of the Fourth Schedule and the Tenant undertakes and warrants to confirm and notify and be bound by any action of the Company pursuant to this clause (which shall take effect as an irrevocable power of attorney pursuant to Section 4 of the Power of Attorney Act 1971) 12. This Lease [and the Agreement to Lease] constitutes the entire agreement between the parties and there are and have been no agreements understandings promises representations or conditions oral or written express or implied concerning the subject matter which are not superseded hereby unless they are in writing and specifically refer to this clause 13. No person who is not a party to this Lease shall have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any terms of this Lease 14. This Lease shall be governed by and construed in accordance with English Law 15. Before executing this Lease the Tenant [and the Guarantor] [has] [have]:- (1) received independent legal advice about its terms or (2) been advised of the wisdom of taking independent legal advice but [has] [have] chosen not to do so and accordingly [he] [has] [they] [have] not relied upon any advice or statement of the Company or its solicitors Document Number: #GS Fee Earner: AMR Matter Number: Page 22 of 33

23 [16. There is no agreement for lease to which this Lease gives effect] [delete clause 16 if applicable] Document Number: #GS Fee Earner: AMR Matter Number: Page 23 of 33

24 THE SIXTH SCHEDULE ANNUAL RENT INCREASE 1. In this Schedule:- (1) Index means the United Kingdom All Items Index of Retail Prices maintained by the Central Statistical Office (or by any Government department upon which duties in connection with the Index have devolved) (2) Increase Date means (subject to Schedule 7) each and every anniversary of the first day of the Term and relevant Increase Date shall be construed accordingly 2. Subject to the provision for the review of the Rent under the Seventh Schedule from each Increase Date (excepting Rent Review Dates when an increase pursuant to this Schedule shall not be applied so long as such review is settled) the Rent previously payable under this Lease shall be increased by the same percentage as the percentage increase (if any) in the Index over the twelve month period ending with the month which is two months before the month in which the relevant Increase Date occurs (for example:- if the Increase Date falls in March 2015 the percentage increase in the Rent will be the same as the percentage increase in the Index for the twelve months from January 2014) 3. If the Index shall cease to be published or its base shall be changed or if for any reason it is impossible or impracticable to use the Index for increasing the Rent there shall be substituted such other provisions for increasing the Rent (being as equivalent as possible) as shall be agreed between the Company and the Tenant or in default of agreement (including any dispute concerning the percentage increase under these provisions) shall be determined by an arbitrator appointed on the application of the Company by or on behalf of the President of the Royal Institution of Chartered Surveyors Document Number: #GS Fee Earner: AMR Matter Number: Page 24 of 33

25 THE SEVENTH SCHEDULE RENT REVIEW ON THE RENT REVIEW DATES 1. From each Rent Review Date the Rent shall be the greater of the Rent payable immediately before that Rent Review Date (increased in accordance with the provisions in the Sixth Schedule) ("the Increased Rent") (ignoring if applicable any abatement of rent under paragraph 5 (1) of the Fifth Schedule) and the open market rent 2. The expression open market rent means the annual rent that could reasonably be obtained at the relevant Rent Review Date (1) by a willing landlord from a willing tenant (2) for the Property in the open market (a) on a lease for the remainder of the Term existing at the relevant Rent Review Date (or ten years if longer) and with vacant possession (3) at the rate applicable after any rent free or reduced rent period which might be allowed for any reason by the willing landlord to the willing tenant on the following assumptions (i) (ii) (iii) (iv) (v) (vi) (vii) (viii) that the lease is freely assignable and otherwise on the same terms as this Lease (other than those as to the amount of rent but including these provisions for review) that the willing tenant will receive the benefit of any inducement which it may then be the practice of a willing landlord to give to a willing tenant in the open market that all obligations under this Lease have been complied with that the Property has been and is continuously trading is fit and ready for immediate occupation and use and that the willing tenant has no fitting out costs that no work has been carried out to the Property that would reduce the rental value and if the Property has been damaged that such damage has been made good that the Trade Licences are in force without adverse conditions that no premium has been paid by the willing tenant for the grant of the lease that no VAT is chargeable upon the Rent but disregarding (i) any goodwill uniquely attributable to the Tenant in occupation under this Lease at the relevant Rent Review Date and Document Number: #GS Fee Earner: AMR Matter Number: Page 25 of 33

26 (ii) any increase in rental value attributable to any authorised improvements carried out by and at the expense of the Tenant during the Term except where under an obligation owed to the Company (whether or not under this Lease) 3. (1) The open market rent may be agreed at any time (2) If the Company and Tenant do not reach agreement before the relevant Rent Review Date then the Company may in the intervening period apply a review of the Rent pursuant to Schedule Six of this Lease (although this shall not serve to increase that figure taken as the Rent payable immediately before the relevant Rent Review Date) and the open market rent may be determined by an independent surveyor acting as an arbitrator and appointed jointly in writing during the three weeks after the relevant Rent Review Date but if such appointment is not made the Company may apply at any time to the President (or his nominee) of the Royal Institution of Chartered Surveyors (or such other comparable body as the Company shall reasonably choose) to appoint an arbitrator to determine the open market rent (3) The arbitrator shall act in accordance with the Arbitration Act 1996 and his decision (including his decision as to costs) shall be binding upon the parties 4. If the open market rent is not fixed by any relevant Rent Review Date the Tenant shall continue to pay the Rent increased in accordance with the provisions of the Sixth Schedule and when the open market rent has been fixed as appropriate in accordance with the provisions of this Schedule a balancing payment or repayment will be made together with interest at National Westminster Bank plc base rate from the relevant Rent Review Date 5. If at any Rent Review Date the law restricts the Company's right to review the Rent or recover any increased rent the Company shall when such restriction is lifted by giving not less than one month's notice to the Tenant be entitled to an additional review of the Rent in accordance with this Schedule as if the date of the notice were a Rent Review Date 6. When the Rent has been reviewed the Company and the Tenant will sign memoranda which will be attached to this Lease and its counterpart Document Number: #GS Fee Earner: AMR Matter Number: Page 26 of 33