COMMERIAL LEASE

Between

MR AH Kherallah

and

MR MD Solaiman

Start Date: 25 June 2024 for 05 Years

PROPERTY: 184-186 Pentonville Rd, London N1 9JP

LEASE

between

AH Kherallah registered address at 184-186 Pentonville Rd, London N1 9JP

(the “Landlord”)
and

MD Solaiman registered address at 184-186 Pentonville Rd, London N1 9JP

(“the Tenant”)

It is CONTRACTED and AGREED between the Landlords and the Tenants as follows, namely:
1. INTERPRETATION
In this Lease (including the Schedule):
1.1. The expression “the Landlords” includes their successors and assignees.
1.2. The expression “the Tenants” includes their permitted assignees or sub- tenants, but not
so as to impose any continuing liability on an assignor following the date of entry in
permitted assignations of the tenants’ interest in this Lease
1.3. Where the Tenants at any time include more than one person or body of persons their
respective undertakings and obligations shall be deemed to be joint and several without
the necessity of discussing them in their order.
1.4. Where the context so requires or admits the masculine, feminine or neuter genders shall
include the other genders and the singular or plural number shall include the other
number.
1.5. The clause headings are for guidance only and do not affect the construction of this lease.
1.6. “the CDM Regulations” means the Construction (Design and Management) regulations
1994 as the same may be modified, re-enacted, replaced or supplemented from time to
time.
1.7. “the Common Parts” means the parts of the Development more particularly described
in Part 2 of the Schedule.
1.8. “the Conduits” means the pipes, downpipes, sewers, drains, soakaways, channels,
gullies, gutters, watercourses, pumps, conduits, ducts, shafts, mains, flues, wires,
conductors, valves, manholes, meters and cables or any other conducting media or any of
them now or at any time in or passing through, over, under or across the Development or
any part thereof except in so far as the same serve exclusively and are within the
Premises or any Lettable Unit.
1.9. “the Development” means the development more particularly described in Part 1 of the
Schedule.
1.10. “the Insurance Risks” means fire, lightning, thunderbolt, storm, tempest, explosion,
earthquake, impact by road vehicles, aircraft (other than hostile), riot, civil commotion,
bursting or overflowing of water tanks, apparatus or pipes, flood, labour disturbances and
malicious damage together with any other normal commercial risks which the Landlords
may at any time desire to be covered.
1.11. “the Insured Risks” means the Insurance Risks to the extent that insurance against the
Insurance Risks is for the time being generally available in the United Kingdom for
 developments similar to the Development and subject to such exclusions, excesses and
limitations as may be imposed by the insurers.
1.12. “Lettable Unit” means any unit of accommodation (including the Premises) forming
part of the Development which is or is intended by the Landlords to be the subject matter
of a separate letting to a singular occupier.
1.13. “Normal Business Hours” means such hours as the Landlords may reasonably
determine on Mondays to Fridays inclusive excepting public and local holidays.
1.14. “the Plans” means the plans annexed and executed as relative hereto as set out at
Schedule Part 8 (which plans are demonstrative only and not taxative) and each of which
plans may be identified individually by number, that is to say, the expression Plan
Number 1 means plan number 1 annexed and executed as relative hereto and so forth.
1.15. “the Planning Acts” means the Town and Country Planning (Scotland) Act 1997, the
Planning (Hazardous Substances) (Scotland) Act 1997, the Planning (Listed Buildings &
Conservation Areas) (Scotland) Act 1997, the Planning (Consequential Provisions)
(Scotland) Act 1997 or any Act of Parliament for the time being in force modifying,
reenacting, replacing or supplementing the same and may, where the context so
requires, include any previous legislation of a similar nature.
1.16. “the Premises” means the subjects more particularly described in Part 3 of the Schedule.
1.17. “the Prescribed Rate” means four per centum per annum about the Base Lending Rate
from time to time of the Roya Bank of Scotland or, if the said Base Lending Rate ceases
to exist, four per centum per annum above such other rate of interest reasonably
equivalent to the said Base Lending Rate as the Landlords may from time to time by
notice to the Tenants specify.
1.18. “Social Distancing Measures” means any step taken to reduce social interaction
between people with the purpose of reducing or delaying or mitigating the transmission
of infectious diseases (including but not limited to Coronavirus (COVID-19)) whether or
not compulsory or implemented under either the recommendation or instruction of the
Government or any similar body.
1.19. “the Rent Commencement Date” means 24 June 2029.
1.20. “the Schedule” means the Schedule annexed and executed as relative hereto.
1.21. “Plant” means all electrical, mechanical and other plant, machinery and equipment for
the time being, and from time to time installed, or in use, in the Premises including,
without limitation: (1) generators, service and/or passenger lifts, moving walkways, and
escalators and all related motors and machinery; (2) heating equipment including all
pipes, radiators and pumps, water supply, gas and other installations, connections and
meters, hot water systems and boilers, sanitary apparatus and all related connecting
media and circuitry, lighting equipment (including emergency lighting and automatic
controls and related apparatus), ventilation equipment, air conditioning and cooling plant
and internal and public telephone systems, radio-paging equipment, and public address
systems; (3) fire precaution equipment, fire fighting equipment, fire alarm and/or security
systems, sprinkler system and related equipment, intruder alarm systems and equipment
(including remote control and/or closed circuit television equipment), and all other
standby and emergency systems and equipment; and (4) television aerials and
related connecting media and circuitry, and all other such equipment (including
stand-by and emergency systems and equipment), telecommunications and
information technology equipment and all related connecting media and circuitry.
1.22. “Quarter Days” means the Scottish quarter days of Candlemas (February 28),
Whitsunday (May 28), Lammas (August 28) and Martinmas (November 28) in each year,
and the expression “Quarter Day” shall be construed accordingly.
2. GRANT
The Landlords in consideration of the rent and other prestations hereinafter specified
hereby let to the Tenants but excluding assignees and sub-tenants except as hereinafter
mentioned the Premises TOGETHER WITH the rights and privileges specified in part 4
of the Schedule BUT EXCEPTING and RESERVING to the Landlords and others
authorised by them the rights and others specified in Part 5 of the Schedule.

3. DURATION
3.1. The Lease shall be subject to the terms of Clause 3.2 hereof endure for the period from
the 25th of June ,2024 (which notwithstanding the date or dates hereof is the Date of
Entry) until the 24th June, 2029 (the “Termination Date”).
3.2 The Tenant shall be entitled to extend the Lease for a further 05 years subject always
to the Tenant giving the Landlord not less than 6 months’ notice in writing prior to the
Termination Date, time being of the essence.

4. RENT
4.1. The Tenant shall pay to the Landlords in name of rent without any demand therefor from
the Rent Commencement Date until the day preceding the 3rd anniversary of the Date of
Entry the sum of Sixteen Thousand Five Hundred Pounds (£16,500) Sterling per annum
exclusive of Value Added Tax; and from the 3rd anniversary of the Date of Entry until the
day preceding the 5th anniversary of the Date of Entry the sum of Twenty Thousand
Pounds (£20,000) Sterling per annum exclusive of Value Added Tax. The Rent shall be
subject to review on the 5th anniversary of the Date of Entry and every 5th anniversary
thereafter in the terms set out in Part 9 of the Schedule.
4.2. The Tenants shall pay without any retention or deduction (unless required to do so by
law or permitted in terms of the Lease) all such yearly rents quarterly in advance
commencing on the Rent Commencement Date with the next payment being paid on the
quarter date immediately succeeding and so forth quarterly, termly and proportionally
thereafter during the whole currency hereof.
4.3. Each rental payment shall, if requested by the Landlords in writing, be made by Bankers’
Standing Order in favour of such Bank Account as the Landlords may direct in writing
and the Tenants shall forthwith upon request complete and deliver to the Landlords all
appropriate Bankers’ Order forms provided by the Landlords for that purpose. The
Tenants shall not, without the prior written consent of the Landlords vary, amend or
cancel any Bankers’ Order form completed by them in accordance with the foregoing
provisions.
5. RENT REVIEW
The Rent will be reviewed on the 5th anniversary of the Date of Entry and every 5th
anniversary thereafter in the terms set out in Part 9 of the Schedule.
6. TENANTS’ OBLIGATIONS
The Tenants hereby BIND themselves and their successors in manner following,
namely:
6.1. To pay rent
To pay to the Landlords the rent hereinbefore made payable and in manner aforesaid
without any retention or deduction.
6.2. To pay service charge
To pay to the Landlords without any retention or deduction
6.2.1 quarterly in advance on demand in accordance with the estimates therein
provided for the service charge specified in Part 7 of the Schedule and
6.2.2 on demand annually in arrears the amount if any by which the said advance
payments of service charge fall short of the actual costs due by the Tenants also
in accordance with Part 7 of the Schedule
6.3. To pay rates and outgoings
To pay and discharge all feuduty, ground burdens, any sums whether of a capital or
revenue nature payable for the ground burdens, rates, taxes, charges, assessments,
impositions, and outgoings whatsoever whether parliamentary, parochial, local or of any
other description which now or may at any time hereafter be taxed, assessed, charged or
imposed upon or payable in respect of the Premises as opposed to the Development or on
the owner or occupier in respect thereof except only such charges as the owner is by law
bound to pay notwithstanding any contract to the contrary.
6.4. To pay public utilities
To pay all charges for gas, electricity, water, telephone or other services used in the
Premises and the cost of the periodic rental of any meters and other equipment supplied
to the Premises, whether or not regulated by separate agreement with the Landlords.
6.5. To comply with insurance obligations
To comply with their obligations relating to insurance contained in Clause 8.2 hereof.
6.6. To repair
Throughout the subsistence of this Lease (but subject to the proviso to this Clause) to
repair, reinstate and, if necessary, rebuild and renew and keep the exterior (so far as the
same is not Common Parts) and interior of the Premises and the Shopfront (if any) and
all additions thereto and all plant machinery and apparatus in, upon or forming part of the
Premises and all drains, soil and other pipes, sewers, sanitary and water apparatus, plate
glass, pavings, courts, walls, fences and railings, parts and pertinents in good and
substantial repair and maintained, tidy, paved and cleansed in a satisfactory condition in
every respect, which obligations shall subsist irrespective of the cause of deterioration,
damage or destruction necessitating such repair, renewal, rebuilding or reinstatement as
aforesaid. So often as the condition of the Landlords’ fixtures belonging to the Premises
shall so require to substitute other fixtures of a similar description, quality and value to
the satisfaction of the Landlords.
6.7. To yield up
At the expiration or sooner determination of this Lease quietly to yield up unto the
Landlords the Premises together with all additions and improvements made thereto in the
meantime (unless the Landlords shall request the Tenants to remove such additions and
improvements at the expense of the Tenants) and in such state and condition as shall in
all respects be consistent with a full and due performance by the Tenants of the
provisions contained herein and all fixtures (other than tenants’ fixtures affixed by the
Tenants) in or upon the Premises or which during the subsistence of this Lease may have
been affixed or fastened to or upon the same, and to make good any damage caused by
the removal or any additions, erections, fixtures, fittings, plant and machinery in the
nature of tenants’ or trade fixtures of fittings which the Tenants shall be entitled to
remove.
6.8. To decorate interior
6.8.1. Once in the third year from the commencement of this Lease and afterwards in the
last year of every consecutive period of five years during the subsistence hereof
and in the last year of this Lease (howsoever determined) to prepare and paint in a
proper and workmanlike manner all to the reasonable satisfaction of the Landlords,
all the inside wood and metal and other work of the Premises now or which ought
to be so painted (including the inside of window frames) with two coats at least of
good quality paint and also with every such internal painting, to whitewash,
colourwash, polish, distemper, grain, varnish, paper and otherwise decorate in a
proper and workmanlike manner, all to the reasonable satisfaction of the
Landlords, all such internal parts of the Premises now or which ought to be so
treated.
6.8.2. In the last year of this Lease, to procure that the tints, colours and patters of all
such works of internal decoration are such as shall have been approved in writing
by the Landlords.
6.9. To clean windows
To clean the inside and outside of all windows of the Premises as often as occasion shall
require and at lease once in every calendar month.
6.10. To remove refuse
Not to form any refuse dump or rubbish or scrap heap on the Premises or the Common
Parts but to remove not less frequently than once a week all refuse, waste, rubbish and
scrap which may have accumulated on the Premises and generally to keep the Premises
in a clean and tidy condition free from noxious weeds, deposits of materials, waste or
refuse and not to bring or the keep or suffer to be brought or kept upon the Premises
anything which is or may become in the opinion of the Landlords untidy, unclean,
unsightly or in any way detrimental to the amenity of the neighbourhood and within two
weeks to comply with the requirements of any written notice to restore the amenity as
aforesaid and in the event of the Tenants failing to comply with such notice, the
Landlords shall be entitled to enter upon the Premises and carry out any works necessary
to comply with such notice and to recover the cost thereof from the Tenants on demand.
6.11. To provide fire fighting equipment
To keep the Premises sufficiently supplied and equipped in accordance with the
requirements of the Landlords’ insurers with fire fighting and extinguishing apparatus
and appliances of a type to be approved from time to time by the Landlords which shall
be open to the inspection and maintained to the reasonable satisfaction of the Landlords
(so far as not opposed to the legal obligations of the Tenants) and also not to obstruct the
access to or means of working such apparatus and appliances by their operations at or
connected with the Premises.
6.12. Not to overload
Not to permit or bring in or upon the Premises any engine or other heavy machine or
heavy articles whatsoever not to suspend or permit of suffer to be suspended any heavy
load from the ceilings or main structure of the Premises or the Development nor load or
use or permit or suffer to be loaded or used the floor or structure of the Premises or the
Development in any manner which will in any way impose a weight or strain in excess of
that which such Premises or the Development are calculated to bear with due margin for
safety or which will in any way strain or interfere with the main structure thereof.
6.13. To permit Landlords’ entry
To permit the Landlords or their agents or such workmen as may be authorised by them
at convenient times during Normal Business Hours during the currency of this Lease by
prior arrangement with the Tenants except in cases of emergency to enter into and upon
the Premises and examine the state of repair and condition of the same and within two
calendar months or sooner if requisite after notice in writing to the Tenants shall have
been given or left at the Premises of all defects and wants of repair found on such
examination to repair and make good the same according to such notice and the
conditions herein contained and in case the Tenants shall make default in so doing it shall
be lawful for workmen or others to be employed by the Landlords to enter upon the
Premises and repair and restore the same and all expenses incurred thereby shall on
demand be paid by the Tenants to the Landlords. The Tenants hereby irrevocably appoint
the Landlords to be agents of the Tenant throughout the subsistence of this Lease for the
purpose of entering or inspecting and viewing the condition of any part of the Premises.
6.14. To permit viewing
At all convenient times during the subsistence of this Lease to permit all prospective
purchasers of or dealers in the Landlords’ interest in the premises, prospective lenders of
insurance surveyors by order in writing of the landlords of their agents by prior
arrangement with the Tenants to view the Premises without interruption, during Normal
Business Hours.
6.15. To permit erection of the boards
To permit the Landlords or their agents at any time during this Lease to enter upon the
premises and to fix and retain without interference upon any suitable part of parts thereof
or on the outside walls or windows ex adverso the Premises but not so as to materially
interfere with access to or from, or to materially interfere with access of light and/or air
to the Premises a notice board for re-letting (if there be a reasonable likelihood of this
Lease being terminated) or selling the same and to permit all persons by order in writing
of the Landlords of their agents to view the Premises at reasonable times on prior
arrangement during Normal Business Hours without interruption. The Landlords will be
responsible for the notice board and indemnify the Tenants in respect of any claim
arising directly from the erection or presence of the said notice board.
6.16. To give Landlords particulars of notices
To give full particulars to the Landlords of any notice, direction or order or proposal for a
notice, direction or order to be made, given or issued to the Tenants under the Planning
Acts within fourteen days (or such shorter period as will give the Landlords reasonable
time to take any necessary action to make any objection) of the receipt of the same and if
so required by the Landlords to produce the same to the Landlords and without delay (but
save to the extent that such obligation is the responsibility of the Landlords under Clause
7.3 hereof) to take all necessary steps to comply with any such notice, direction or order
at the request of the Landlords and the cost of the Tenants to make or join with the
Landlords in making such objection or representation against or in respect of any such
notice, direction or order or proposal therefor as the Landlords shall deem expedient.
6.17. To comply with statutes
To comply with an not at any time during the subsistence of this Lease to do or omit or
permit to be done or omitted anything on or in connection with the Premises the doing or
omission of which shall be a contravention of the provisions of or deriving validity from
the Planning Acts, the Offices Shops and Railway Premises Act 1963, the Fire
Precautions Act 1971, the Health and Safety at Work et cetera Act 1974, the
Environmental Protection Act 1990 or any Act of Parliament for the time being in force
modifying, re-enacting, replacing or supplementing the same of any other Act of
 Parliament whatsoever or of any licences, consents, permissions and conditions (if any)
granted or imposed thereunder or under any enactment repealed thereby (all such
provisions being hereinafter referred to as “the Statutory Provisions”) and to indemnify
the Landlords against all actions, proceedings, damages, penalties, costs, charges, claims
and demands in respect of such acts and omissions or any of them.
6.18. To obtain statutory consents
6.18.1. In the event of the Landlords giving written consent to any of the matters in
respect of which the Landlords’ consent shall be required under the provisions
of Clause 6.20.1 hereof and in the event of permission from any authority
under any of the Statutory Provisions being necessary for any such matters, to
apply at the cost of the Tenants to the authority concerned for all licences,
consents and permissions which may be required in connection therewith and
to give notice to the Landlords of the granting or refusal (as the case may be)
of all such licences, consents and permissions forthwith on the receipt thereof
and in the event of the said authority agreeing to grant the desired permission
only with modifications or subject to conditions not to accept such
modifications or conditions without the consent in writing of the Landlords
(such consent not to be unreasonably withheld or delayed) and to give the
Landlords forthwith full particulars of such modifications or conditions. In the
event of such permission being granted (but not otherwise) to bear the cost of
all works and other thing authorised by the said authority if and when carried
out and observe and perform all conditions (if any) attached thereto. And also
to keep the Landlords effectually indemnified against all actions, proceedings,
damages, penalties, costs, charges, claims and damages whatsoever in respect
of the cost of the said application and work and things done in pursuance of
the said permission or otherwise from the authority and in respect of all
breaches (if any) of the said conditions and every part thereof respectively. If
the said authority shall only agree to grant the required permission with such
material modifications and on such terms or subject to such conditions as the
Landlords acting reasonably shall think undesirable then unless it shall be
decided otherwise as hereinafter provided in this Clause 6.18.1 at the written
request of the Landlords to withdraw their application. Any difference or
dispute between the Landlords and the Tenants as to the reasonableness of
such request may be referred to the decision of a single person to act as an
expert and not as an arbiter to be mutually appointed, which failing, to be
nominated by the Chair for the time being of the Scottish Branch of the Royal
Institution of Chartered Surveyors and his decision shall be final and binding
on the parties. The provisions of Section 391) of the Administration of Justice
(Scotland) Act 1972 shall not apply to any such arbitration.
6.18.2. If and when called upon to do so, to produce the Landlords of their Surveyor
all such plans documents and other evidence as the Landlords may reasonably
require in order to satisfy themselves that the provisions of Clause 6.17 and of
this Clause 6.18 have been complied with in all respects.
6.18.3. Not without the prior consent in writing of the Landlords to enter into any
agreement in respect of the Premises under Section 75 of the Town and
Country Planning (Scotland) Act 1997 or any Act of Parliament for the time
being in force modifying, re-enacting, replacing or supplementing the same.
6.18.4. To comply at their own cost with any Notice or Order whether served on the
Tenants or the Landlords under any of the Statutory Provisions insofar as
relating to the Premises and (unless the Landlords otherwise direct) to carry
out not later than in the last year of this Lease (howsoever determined) or
sooner if requisite all such works as are or may under any of the Statutory
 Provisions be during the currency of this Lease directed to be carried out save
to the extent that such obligation is the responsibility of the Landlords under
Clause 7.3 hereof.
6.18.5. If the Tenants shall receive any compensation with respect to their interest
hereunder because of any restriction placed upon the use of the Premises
under or by virtue of the Planning Acts then if and when this Lease shall be
terminated by renunciation or under the forfeiture provisions herein
contained, forthwith to make such provision as is just and equitable for the
Landlords to receive their appropriate share of such compensation attributable
to the Landlords’ interest in the Premises.
6.19. Not to permit encroachments
Not to obstruct or suffer to be obstructed any of the windows or lights belonging to the
Premises nor permit any new window, light passage, drainage, encroachment, wayleave,
servitude or other right to be made into against upon or over the Premises or any part
thereof, and in case any encroachment, wayleave, servitude or any other right whatsoever
shall be attempted to be made or acquired by any person or persons whomsoever to give
notice thereof in writing to the Landlords immediately the same shall come to the notice
of the Tenants and at the cost of the Tenants to do all such things as may be proper for
preventing any new encroachment, wayleave, servitude or any other right being made or
acquired.
6.20. Not to alter
6.20.1. Subject to the proviso first aftermentioned, not at any time without the
consent in writing of the Landlords first obtained nor except in accordance
with plans and specifications previously submitted in duplicate to and
approved by the Landlords nor except to the satisfaction of the Landlords
acting reasonably to (1) make any application for any form of permission
under the Planning Acts, (2) carry out or execute or permit to be done, carried
out or executed or give notice to give notice to any local authority of an
intention to commence to carry out anything which comes within the
definition of “development” in the Planning Acts or any regulations or orders
made thereunder, (3) make any alteration or addition whatsoever in or to the
Premises or the Development either externally or internally, (4) make any
alterations to the external construction height roof walls timber elevations
architectural appearance of external decorations of the Premises or the
Development or (5) cut or remove the main walls or structure of the Premises
or the Development or do or suffer to be done in or upon the Premises any
damage by wilful default or neglect. Provided that notwithstanding the
foregoing provisions of this Clause 6.20 the consent or approval of the
Landlords shall not be unreasonably withheld in the case of internal non-
structural alterations. It shall be a condition of any consent required under the
provisions of this Clause 6.20 (whether stipulated therein or not but subject to
any express provision therein to the contrary) that the Tenants shall pay on
demand the costs and expenses reasonably incurred by the Landlords in
relation to the granting of such consent and the inspection of work carried out
in consequence thereof and that the Landlords shall have the right to require
the Tenants at the termination of this Lease to reinstate the Premises to their
condition prior to the carrying out of the relevant alterations or additions the
Tenants have the right to remove their alterations and to reinstate the
Premises to their condition prior to the carrying out of the relevant alterations
or additions at the end of the Lease.
 6.20.2. To the extent that the CDM Regulations apply to any works (“the Works”)
carried out by the Tenants to the Premises during the currency of this Lease :-
(a) to make or procure that there is made to the Health and Safety Executive
a declaration that they or their agents are the clients for the purposes of
the CDM Regulations prior to commencement of the Works and shall
send a copy of that notice to the Landlords;
(b) to ensure that the Works are planned, designed and executed in
accordance with the provisions of the CDM Regulations so that the
Landlords have no responsibility thereunder for arranging for the Works
to be done or otherwise;
(c) to provide the Landlords with such information as they may reasonably
require in relation to the Works;
(d) to provide a copy of the amended Health & Safety file for the Premise to
the Landlords within fourteen days of completion the Works (with an
irrevocable royalty-free licence to copy use and reproduce this
information for all necessary purposes).
6.20.3. At all times (as well after the expiration of this Lease as during its
continuance) to compensate the Landlords in full for all loss, damage or
liability incurred by the Landlords arising from the failure by the Tenants
during the currency of this Lease to observe strictly their obligations under
this Clause 6.20.
6.21. Not to erect signs
Not to erect affix or exhibit or permit to be erected or exhibited to or on any part of the
Premises or the Development any advertisements, signs, signboards, posters or placards
visible from outside the Premises without the prior written consent of the Landlords
which consent shall not be unreasonably withheld or delayed.
6.22. Use
6.22.1 To use the Premises as a hot food takeaway within Class 3 of the schedule to
the Town & Country Planning (Use Classes) (Scotland) Order 1997 and for
no other purpose whatsoever without the prior written consent of the
Landlords, which consent shall not be unreasonably withheld or delayed but
without prejudice to the foregoing generality, not at any time to use the
Premises of any part thereof or allow the same to be used for:-
(a) any auctions, public exhibitions or entertainment,
(b) any illegal or immoral purpose,
(c) the exposure for sale or exhibition of any articles whatsoever outside the
Premises,
(d) any use which could constitute a hazard to health or cause harm to the
environment,
6.22.2 At all times to comply with all requirements of every competent authority in
connection with the use of the Premises for the purposes foresaid.
6.22.3 In addition to and notwithstanding the foregoing provisions of this Clause
6.22, to indemnify the Landlords against any liability which the Landlords
may incur, following the natural expiry of earlier termination of this Lease, in
respect of non-domestic rates (or any similar assessment or imposition which
may replace the same) for unoccupied property but only to the extent that
 such liability would not have been incurred by the Landlords if the Premises
had been occupied until such expiry or earlier termination.
6.23. Not to create a nuisance
Not in general to do or permit to be done upon or in connection with the Premises
anything which shall be or tend to be a nuisance annoyance or cause of damage to the
Landlords or to the other tenants or occupiers of the Development or to any neighbouring
or adjoining or adjacent property or the owner or occupier thereof. From time to time on
demand to pay all costs, charges and expenses incurred by the Landlords in respect of the
Premises or any part thereof in abating a nuisance and executing all such works as may
be necessary for abating a nuisance in obedience to a notice served by a Local Authority.
6.24. Not to assign or sub-let
6.24.1 Not in respect of part of the Premises either to assign or grant fixed securities
over this Lease.
6.24.2 Not in respect of the whole of the Premises either to assign or grant fixed
securities over this Lease or grant sub-tenancies of the whole or part of the
Premises except in each case with the prior written consent of the Landlords
such consent not to be unreasonably withheld in the case of a substantial and
respectable assignee, security holder or sub-tenant as the case may be who is
of sound financial standing and is in the reasonable opinion of the Landlords
able to perform the Tenants’ obligations under this Lease or the Tenants’
obligations under the proposed sub-lease as the case may be.
6.24.3 To procure that every permitted sub-lease granted in pursuance of this Clause
shall be granted subject to the whole conditions contained in this Lease (other
than as to the amount of rent payable hereunder but containing provisions for
review of rent which are substantially the same as, and coincident with, the
provisions for review of rent here contained) and such other conditions as the
Landlords shall have previously approved in writing, in consideration of a full
market rent (without taking a fine, premium, grassum or other lump sum
payment) which is in any event no less than the rent payable hereunder at the
date of the grant of such sub-lease and shall contain:-
(a) a prohibition on the sub-tenants thereunder in respect of part only of
premises thereby sub-let, assigning or granting fixed securities over
the sub-lease or granting sub-tenancies,
(b) a prohibition on the sub-tenants thereunder in respect of the whole of
the premises thereby sub-let assigning or granting fixed securities
over the sub-lease or granting sub-tenancies except with the prior
written consent of, inter alios, the Landlords, and
(c) a provision that any permitted sub-sub-lease granted out of such sub-
lease (whether mediate or intermediate) shall contain similar
provisions.
6.24.4 Within one month of the creation of every assignation of or fixed security
over this Lease or of every sub-lease or assignation of or fixed security over a
sub-lease of the Premises to give notice thereof in writing with particulars
thereof to the Landlords and within three months hereof to deliver to the
Landlords an official Extract thereof. The proper expenses of the Landlords,
including legal expenses and outlays in connection with any such assignation,
fixed security or sub-lease shall be paid by the Tenants on demand.
6.25. Not to part with/share possession
Not without the consent of the Landlords to share or part with possession of the whole or
any part of the Premises other than by way of a permitted assignation or sub-lease.
6.26. To observe title conditions and management regulations
At all times during the subsistence of this Lease:
6.26.1 to observe and perform and keep the Landlords indemnified against the
breach on the part of the Tenants or other by the Tenants authorised or
permitted of all conditions, restrictions, stipulations and others in the title
deeds as at the commencement of this Lease to which the Premises are subject
and to pay all sums which by virtue of the said conditions, restrictions,
stipulations and others shall from time to time be payable, it being declared
that the Premises are let and are accepted by the Tenants subject to and with
the benefit of all rights, reservations, servitude, conditions, restrictions,
stipulations and others in the title deeds to which the Premises are subject.
6.26.2 to observe all rules and regulations which may from time to time be made by
the Landlords for the management and administration of the Development or
the Common Parts or any of them.
6.27. To indemnify Landlords
To indemnify and keep indemnified the Landlords from liability in respect of any injury
to or the death of any person, damage to any property, moveable or immoveable, damage
to the environment the infringement disturbance or destruction of any right, servitude or
privilege or otherwise by reason of or arising directly or indirectly out of the repair, state
of repair, condition or any alterations to or to the use hereinbefore permitted of the
Premises and from all proceedings, costs, claims and demands of whatsoever nature in
respect of any such liability or alleged liability. Provided however that the said indemnity
shall not extent to the risks insured against in terms of Clause 8.1.2 hereof save to the
extent that the policy effecting such insurance is vitiated or payment of the policy monies
is refused through any act, neglect or default of the Tenants or those for whom they are
responsible.
6.28. To pay expenses
6.28.1 To pay forthwith upon the demand the Land and Buildings Transaction Tax
(if any) arising from the transaction constituted by the said Missives and the
Lease and the recording and registration dues of the Lease and of obtaining
three Extracts, and any other expenses and outlays which may be incurred by
the Landlords on their behalf.
6.28.2 To pay forthwith upon demand and free and relieve the Landlords of all
reasonable and properly incurred Surveyors’ and Solicitors’ Fees and other
professional charges and expenses incurred by the Landlords and any superior
landlords in connection with any applications to the Landlords for consent or
approval in terms of this Lease (whether granted or not) or in consequence
thereof and in connection with the enforcement or protection of any of the
rights of the Landlords under this Lease, including without prejudice to the
foregoing generality, the fees and expenses incurred by the Landlords in the
preparation of a Schedule of Dilapidations at any time during the currency of
this Lease and/or at the natural expiry or prior termination of this Lease.
7. LANDLORDS’ OBLIGATIONS
Subject to the Tenants paying the rent payable hereunder and performing the obligations
and conditions herein contained and on the part of the Tenants to be observed and
performed the Landlords hereby BIND themselves and, in substitution therefor, their
successors in manner following, namely:-
7.1. Warrandice
To warrant this Lease to the Tenants absolutely.
7.2. To comply with insurance obligations
To comply with their obligations relating to insurance contained in Clause 8.1 hereof.
7.3. To provide services
To carry out and perform the services specified in Part 6 of the Schedule provided that
the Landlords shall not be responsible for any temporary delay or stoppage in connection
with the performance or observance of such obligations or for any temporary omission to
perform the same due to any cause or circumstances not within the control of the
Landlords, the Landlords however taking all practicable steps to remedy and make good
the same as soon as reasonably possible after notification thereof.

8. INSURANCE
8.1. Landlords’ obligations
The Landlords BIND themselves and, in substitution thereof, their successors in manner
following, namely:-
8.1.1 To insure
To keep or cause to be kept insured throughout the subsistence of this Lease
in the name of the Landlords and such other names as the Landlords may
require and with such insurance office and through such agency as may from
time to time be nominated by the Landlords:-
(a) for such sum as the Landlords acting reasonably shall from time to time
consider sufficient to cover the cost of completely rebuilding the same
(including Architects’, Surveyors’ and other professional fees, the costs
of demolition and site clearance and such allowance for inflation as the
Landlords may determine) the Development and the whole erections of
which the Premises form part, the Common Parts and all fixtures of an
insurable nature (including additions and fixtures made by the Tenants
and other tenants of the Development in accordance with the provisions
of their several leases so far as the Landlords shall have been made
aware of the same and of which, in the case of those made by the
Tenants, details and an insurance reinstatement value shall have been
given to the Landlords in writing by the Tenants) against loss of
damage by the Insured Risks;
(b) loss of the rent payable hereunder occasioned by any of the Insured
Risks for a period of three years and in an amount which would take
into account likely increases of rent in accordance with the rent review
provisions herein contained;
(c) for such sum as the Landlords acting reasonably shall deem sufficient
all boilers, heating, plant and fixed mechanical equipment and
apparatus in or forming part of the Development and the Common
 Parts against breakdown, damage and failure provided that details of
such fixed mechanical equipment, if installed by the Tenants, shall
have been given to the Landlords by the Tenants in writing;
(d) a sum estimated by the Landlords acting reasonably to cover the costs
specified in paragraph 2 of Part 7 of the Schedule for three Charging
Years (as therein defined).

The Landlords shall use reasonable endeavours to procure that the insurers waive any
rights of subrogations they may have against the Tenants. Provided that the Landlords
shall only be obliged to effect insurance in terms of this Clause 8.1.1 to the extent that
such insurance is for the time being generally available in the United Kingdom for
developments such as the Development and subject to the conditions, excesses and
limitations which may be imposed by the insurers. The Landlords will inform the
Tenants, in writing, if and to the extent that any of the Insurance Risks are not at any
time insured.
8.1.2 To insure third party risks
Subject to the availability of such insurance and subject to the conditions,
excesses and limitations which may be imposed by the insurers, to maintain
throughout this Lease an insurance against liability, arising out of the
ownership of the Development, for accidental personal injury or loss of, or
damage to, material property sustained by members of the public, such
insurance to be in the name of the Landlords and such other names as the
Landlords may from time to time require with such insurance office and
through such agency as may from time to time be nominated by the Landlords
for such sum as the Landlords shall from time to time deem sufficient.
8.1.3 To produce policy and premium receipts
To produce to the Tenants on demand, but not more than once every year,
copies of the policy or policies of such insurance (or, in the Landlords’
option, a Certificate of Insurance) and the receipt for the current premium or
premiums.
8.1.4 To lay out insurance monies
In case the Premises or any part thereof or the Common Parts shall from time
to time be destroyed or damaged by any of the Insured Risks and the Tenants
shall have intimated the same in writing to the Landlords, to use all
reasonable endeavours to lay out or cause to be laid out the policy monies
(other than those payable in respect of loss of rent and service charge) in
rebuilding and replacing and making good the Premises and the Common
Parts and, save to the extent that the policy or policies of insurance effected
by the Landlords against such risks shall have been vitiated or payment of the
policy monies refused in consequence of any act, default, or omission of or by
the Tenants or those for whom they are responsible whether before or after
such destruction or damage or as a result of the application of normal
commercial excess, to make up any shortfall out of their own resources.
8.2 Tenants’ obligations
The Tenants BIND themselves and their successors in manner following, namely:-
8.2.1 To pay premium(s)
To pay to the Landlords forthwith within 7 days of demand the proportion
applicable to the Premises (as certified by the Landlords’ Surveyor whose
 certificate shall be final and binding) of all sums necessary for (a) keeping the
said insurances referred to in Clause 8.1 hereof in force and (b) carrying out
any independent professional valuation of the Development or revision
thereof which shall be required by the Landlords for the purpose of
determining the amount for which the Development shall be insured.
8.2.2 Not to void insurances
Not to do or suffer to be done any act, matter or thing whatsoever whereby
the insurance of the Development and any fixtures of an insurable nature or of
any adjoining or contiguous property belonging to the Landlords shall be
made void or voidable in whole or in part of whereby the insurers may
decline to cover any of the Insurance Risks or whereby the premiums payable
in respect of such insurance shall be increased beyond the normal rate.
8.2.3 To make up shortfall etc.
To make good and pay to the Landlords within 7 days of demand:
(a) a fair and equitable proportion (as certified by the Landlords’ surveyor
whose certificate shall be final and binding) of any shortfall in the
proceeds of such insurance attributable to the application of excess and
(b) any shortfall in the proceeds of such insurance and any increase in
insurance premiums attributable in either case to a breach of the
provisions of Clause 8.2.2 hereof
8.2.4 To intimate destruction damage or cessation of occupation
In case the Premises or any part thereof shall from time to time be destroyed
or damaged by any of the Insurance Risks or in the event of the Premises
becoming unoccupied (other than over weekends and during normal public
and local holiday periods), immediately to intimate that fact to the Landlords
as soon as the Tenants become aware of same.
8.2.5 Plate glass insurance
To keep fully insured in an insurance office of good repute all plate glass at
the Premises against breakage and to replace any glass destroyed or damaged
with glass of the same quality and thickness. The Tenants will exhibit to the
Landlords on written request copies of the policies for the foregoing
insurances and the receipts for the current year’s premiums.
8.3 Insurance provisos
Provided and it is hereby agreed that:-
8.3.1 Rent and service charge abatement
If, after the commencement of this Lease, the Premises or the Common
Parts or any part thereof be destroyed or damaged by any of the Insured
Risks so that in the opinion of the Landlords or their Surveyor the Premises
are unfit for or incapable of beneficial occupation or use then save to the
extent that the policy or policies of insurance effect by the Landlords against
loss of rent or service charge shall have been vitiated or payment of the
policy monies refused in consequence of any act, default or omission of or
by the Tenants or those for whom they are responsible whether before or
after such destruction or damage, the rent and service charged stipulated for
in this Lease or a fair proportion thereof according to the nature and extent
of the damage sustained shall be suspended until the Premises and the
Common Parts shall have again been rendered fit for or capable of such
 beneficial occupation or use by the Tenants or until the expiration of three
years from the date of such destruction or damage, whichever period shall
be the shorter.
8.3.2 Termination
If the Premises and the Common Parts shall not have been rebuilt or
replaced or rendered fit for and capable of beneficial occupation and use
within the period of three years from the date of destruction of or damage
thereto caused by any of the Insured Risks the Landlords or the Tenants (but
in the case of the Tenants subject always to the Tenants or those for whom
they are responsible not having vitiated the policy or policies of insurance or
caused the policy monies to be withheld in whole or in part) may terminate
this Lease by giving to the other one month’s notice in writing to that effect
and, on the expiry of the said notice, this Lease shall at once cease and
determine and the Tenants shall forthwith give to the Landlords vacant
possession of the Premises. Such termination shall however be without
prejudice to any claims competent to the Landlords against the Tenants
arising prior to the expiry of the said notice or in respect of any breach by
the Tenants prior to such expiry of any of their obligations under this Lease
and the proceeds of the said insurances shall belong in full to the Landlords.
8.3.3 Reinstatement
The Premises and the Common Parts shall be deemed to have been rebuilt
and replaced and rendered fit for and capable of beneficial occupation and
use as aforesaid even if the layout plan of the Premises and/or the Common
Parts and/or the Development is not identical to that existing before such
destruction or damage provided that the Premises contain not substantially
less nor substantially more net usable area than before, and do not differ
materially in other respects from those Premises existing prior to, such
destruction or damage.
9. Purchase Option

9.1 The Tenant shall have the option of purchasing the Premises at the prices set out in
Clause 9,5 commencing on the Term Start Date, in accordance with the terms set out in in
this Clause 9 (“Purchase Option”) subject to giving to the Landlord not less than 3
months prior notice in writing to that effect in terms materially the same as those set out
in this Clause 9 (“Option Notice”) but for the avoidance of doubt such Option Notice
shall become effective upon service on the Landlord and that irrespective of whether the
Landlord acknowledges having received the same.

9.2 For the purposes of this clause 9, the Landlord shall be deemed to include successors in
title in the ownership of the Premises and said successors (and all subsequent successors)
are deemed upon purchasing the Premises or part thereof to agree to be bound by the
terms of this clause 9.

9.3 The Landlord shall take all steps to ensure that its successors are bound by the terms of
this clause 9 and that its successors are, in turn, similarly bound to bind their successors
mutatis mutandis.

9.4 Upon the Option Notice being served the Landlord will become obliged to sell the
Premises to the Tenant on the date falling 1 month from the date of the service of the
Option Notice (“Option Date of Entry”) and that on the terms set out in this Clause 9
and which terms will be binding on the Landlord and Tenant as if signed by them.
Notwithstanding the foregoing the Landlord and Tenant shall be obliged prior to the
 Option Date of Entry to conclude a missive for the sale and purchase of the Premises on
the same terms mutatis mutandis as the Purchase Terms.

9.5 Subject to clause 9.7 hereof, the price to be paid by the Tenant to the Landlord in respect
of the purchase of the Premises, in terms hereof (“Purchase Price”), shall be:-

(a) in the event of the Option being exercised the sum of Two Hundred Thousand
Pounds (£200,000) Sterling exclusive of value added tax;

9.6 In each case any rent deposit and/or any prepayment of rent, as apportioned on a daily
basis as at the Option Date of Entry paid by the Tenant to the Landlord and not accounted
for in payment of arrears due by the Tenant to the Landlord under the Lease will be
deducted from the Purchase Price at the Date of Entry.

9.7 In the event of (a) the Tenant being in material breach of its obligations under this Lease
such as would entitle the Landlord to irritate this Lease the Tenant will be deemed to have
waived its right to exercise this option.

9.8 The option in this Clause 9 is personal to the Tenant or on the date when the said ceases
to exist.

9.9 After the date of the Option Notice, the parties hereto shall implement the Purchase
Terms whether the relevant provision requires to be implemented prior to the Option Date
of Entry, on the Option Date of Entry or subsequent the Option Date of Entry.

9.10 The Landlord shall deliver to the Tenant a disposition, validly executed, in favour of
the Tenant (the “Disposition”) in exchange for the Purchase Price.

9.11 The parties will bear their own legal costs incurred in exercising the option, drafting
and execution and registration of the Disposition. The Tenant shall be responsible for any
LBTT payable in respect of the Tenant’s exercise of the Option.

9.12 The minerals shall be included in the property sold to the Tenant to the extent the
Landlord has title thereto.

9.13 The Landlord will deliver to the Tenant, on demand from time to time and at the
Landlord’s expense, such documents and evidence as the Keeper may require to enable
the Keeper to update the Title Sheet of the Premises to disclose the Tenant as the
registered proprietor of the whole of the Premises.

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

9.15 At the Option Date of Entry, in addition to the Disposition, the Landlord will deliver
to the Tenant, in exchange for the Purchase Price:

9.15.1.1 any principal title deeds the Landlord holds relative to the Premises;
 9.15.1.2 any guarantees, warranties or other documents of title relative to the
Landlord’s fittings and fixtures, plant or historic timber preservation
or treatment works at the Premises in so far as held by the Landlord;

9.15.1.3 a discharge/deed of restriction duly executed by the heritable creditor

in any standard security affecting the Premises together with
completed and signed application forms for recording/registration
and payment for the correct amount of recording/registration dues;

9.15.1.4 a letter of consent and non-crystallisation in the holder's usual form

(releasing the Premises from charge or otherwise in terms that confer
a valid title on the Tenant subject to compliance with any time limit
for registration of the Tenant’s title) in respect of the transaction
envisaged by the Missives from each holder of a floating charge
granted by the Landlord.

9.16 The Landlord consents to the Tenant lodging with the Land Register of Scotland, at
any time after service of the Option Notice, an advance notice of disposition and any
other documents to be granted by the Tenant relative to the Premises.

9.17 Provided that the Disposition is presented for registration prior to the earlier of 14
days after the Option Date of Entry and the date of expiry of the last Advance Notice
registered in relation to the Disposition in terms of Clause 6, the updated or newly created
Title Sheet of the Premises will contain no exclusion or limitation of warranty in terms of
Section 75 of the 2012 Act and disclose no entry, deed or diligence (including any
charging order under the Buildings (Recovery of Expenses) (Scotland) Act 2014 or any
notice of potential liability for costs registered under the Tenements (Scotland) Act 2004
or the Title Conditions (Scotland) Act 2003) prejudicial to the interest of the Tenant other
than such as are created by or against the Tenant or have been disclosed to, and accepted
in writing by, the Tenant prior to the option date of Entry.

9.18 From the date of the Option Notice until the Option Date of Entry, the Landlord will
keep the Premises insured for their full reinstatement value.

9.19 Risk of damage to or destruction of the Premises will not pass to the Tenant until the
Option Date of Entry.

9.20 If, after service of the Option Notice but prior to the Option Date of Entry, the
Premises sustain damage (whether by an Insured Risk, an Uninsured Risk or otherwise)
which at common law would entitle a hypothetical tenant under a hypothetical lease of
the Premises to an abatement of rent of an amount exceeding 20% of the rent, the Tenant
will be entitled but not obliged to withdraw the Option Notice with immediate effect.

9.21 Subject to Clause 9.21, if the Premises are damaged or destroyed by an Insured Risk
or an Uninsured Risk prior to the Option Date of Entry, the Landlord’s responsibility to
the Tenant, at the Option Date of Entry, will be:-

9.21.1.1 to pay to the Tenant the insurance proceeds received by the Landlord
to the extent that they have not been spent on reinstatement; and

9.21.1.2 to assign its rights in respect of the insurance proceeds to the Tenant.

9.22 The Landlord will procure that no waiver of exemption to VAT in respect of the
Premises will be submitted to HMRC during the first five years of this Lease.
10. PROVISOS
10.1. Irritancy
Subject always to the provisions of Sections 4 and 5 of the Law Reform (Miscellaneous
Provisions) (Scotland) Act 1985 if at any time during the currency of this Lease the
Tenants shall allow the said rent or any part thereof to remain unpaid for twenty one days
after the days appointed for payment thereof in terms of this Lease whether the same
shall have been lawfully demanded or not or if the Tenants shall at any time fail to
implement or shall contravene any of the conditions, provisions, restrictions and others
contained in this Lease or in the event of the Tenants (being a company or corporation)
going into liquidation (other than a voluntary liquidation for the purpose of
reconstruction or amalgamation) or having a receiver appointed in respect of any part of
their undertaking or having an administrator appointed or making a proposal for a
voluntary arrangement within the meaning of the Insolvency Act 1986 or (being an
individual or partnership) if he or they shall sign a Trust Deed for creditors or become
apparently insolvent within the meaning of the Bankruptcy (Scotland) Act 1985, then and
in any of these events, the Tenants shall forfeit all right and title under these presents and
the Landlords shall be entitled forthwith to terminate the Lease and treat the Lease and
all transmissions thereof with all that has followed or can competently follow thereon as
void and null and that without the necessity of any declarator, process of removal, or
other procedure at law and the Premises shall thereupon revert to the Landlords and it
shall be lawful for the Landlords or any person or persons duly authorised by the
Landlords in that behalf to enter into possession of the Premises or any part thereof and
to uplift rents, eject tenants and occupiers and thereafter use, possess and enjoy the same
free of all claims by the Tenants as if these presents had never been granted without
prejudice to any right of action or remedy of the Landlords in respect of the premature
termination of this Lease or of any antecedent breach by the Tenants of any of the
conditions contained in this Lease which irritancy is hereby declared to be pactional and
not penal and shall not be purgeable at the Bar. And it is hereby for the avoidance of
doubt provided that demand for or acceptance of rent (or any other sums due hereunder)
by the Landlords or their agents shall not constitute or be construed as a waiver of any of
the obligations on the Tenants or of the Landlords’ remedies for breach thereof provided
that this provision shall have effect in relation only to a demand for or acceptance of rent
(or other sums) during such period as may be reasonable for enabling the parties to carry
out negotiations for remedying the breach after the Landlords have been made aware
thereof.
10.2 Interest
If the Tenants shall fail to pay the rent on the due date for payment thereof, or shall fail
to pay any other sums due under this Lease within 7 days of the due date for payment
thereof the Tenants shall pay to the Landlords interest thereon at the Prescribed Rate
from the date upon which such rent or other sums fell due until the date of payment
thereof. The due date for payment shall, in the case of rent, be the relent Quarter Day
and, in all other cases, the date of demand by the Landlords. The foregoing provisions of
this Clause 9.2 shall apply save to the extent that they conflict with any specific
provision of this Lease relating to interest.
10.3 Rei interitus/rent and service charge abatement excluded
Except as hereinbefore provided in Clauses 8.3.1 and 8.3.2 hereof, and notwithstanding
any rule of law to the contrary, this Lease shall not be terminated nor suspended on
account of destruction of or damage to the Premises or any part thereof or the Common
Parts whether caused by any of the Insured Risks or otherwise but will continue in full
force and effect in every respect and in particular, without prejudice to the foregoing
 generality, the rent and service charge stipulated for in this Lease shall continue to the
payable by the Tenants in full without any retention, deduction or suspension throughout
the currency of this Lease notwithstanding any destruction of or damage to the Premises
or any part thereof or the Common Parts caused by any of the Insured Risks or otherwise.
10.4 Acceptance of condition
The Tenants by their execution hereof hereby accept the Premises and the Common Parts
as being in good and substantial and tenantable condition and repair and in all respects fit
for the purpose for which they are let.
10.5 Landlords not liable for loss
The Landlords shall not be liable to the Tenants for any loss or damage to their
furnishings and/or stock in the Premises or for the temporary deprivation of the
occupancy of the Premises by or through the bursting, leakage or failure of oil, gas, water
or soil pipes or the choking, stoppage or overflow thereof or of the public sewers, drains,
gutters, rhones or conductors or the failure, fusing or breakdown of electric supply or
appliances or from any other cause of source whatever the Landlords or their Agents
however taking all ordinary precautions in relation to the Premises and the Development
and so far as within their control so as to prevent such loss or damage occurring. In the
event of any damage being caused directly or indirectly to the Development through any
misuse or negligence on the part of the Tenants the Tenants shall forthwith at their own
expense restore and repair the same at the sight and to the reasonable satisfaction of the
Landlords and shall further pay and so free and relieve the Landlords of and from all
liability for all loss, injury or damage which may be sustained by neighbouring
proprietors or tenants.
10.6 Consent of superior landlords
Without prejudice to any other reason which may be stated by the Landlords, where,
under this Lease, the Landlords’ consent or approval is not to be unreasonably withheld,
the fact that the consent or approval of any superior landlords cannot be obtained shall be
deemed to be a valid reason for withholding such consent.
10.7 No warranty
Nothing herein contained shall be deemed to constitute any warranty by the Landlords
that the Premises or any part thereof are authorised for use under the Planning Acts for
any specific purpose.
10.8 Tenants a partnership
In this Lease where the Tenants are a firm or partnership the obligations of the Tenants
hereunder shall be binding jointly and severally on all persons who are or become
partners of the firm at any time during the period of this Lease and their respective
executors and representatives whomsoever as well as on the firm and its whole stock,
funds, assets and estate without the necessity of discussing them in their order and such
obligations shall subsist and remain in full force and effect notwithstanding any change
or changes which may take place in the firm or partnership whether by the assumption of
a new partner or partners or by the retiral, bankruptcy, apparent insolvency or death of
any individual partner.
10.9 Value Added Tax
10.9.1 Any consideration payable by the Tenants to the Landlords for a supply of
goods or services (as defined for the purposes of value added tax) by the
Landlords to the Tenants hereunder shall be exclusive of value added tax.
10.9.2 If any consideration in respect of the supply of such goods and services due
by the Tenants to the Landlords hereunder is subject to a rate of value added
 tax greater than zero per centum, the Landlords shall be entitled to charge
the Tenants value added tax on the consideration at the rate per centum
applicable to the supply in question, provided that the Landlords issue to the
Tenants a valid tax invoice.
10.9.3 Any amount which the Tenants are obliged to pay to the Landlords
hereunder by way or reimbursement or indemnity for any supply of goods or
services made for the purposes of value added tax to the Landlords shall
include an amount equal to the value added tax included within the
consideration paid by the Landlords for that supply, unless the Landlords are
able to recover or off-set such value added tax as input tax.
10.9.4 For the purposes of Clause 10.2 hereof, any value added tax payable by the
Tenants under this Clause 10.9 shall be due and payable by the Tenants
from the date upon which such value added tax is properly demanded by the
Landlords from the Tenants.

10.10 Unenforceable provisions

Each provision of this Lease shall, unless the context otherwise requires, be read and
construed independently of every other provision of this Lease to the extent that, if any
provision of this Lease is held to be invalid or unenforceable for any reason, then the
remaining provisions of this Lease shall, to the extent that they are not held to be invalid,
remain in full force and effect. If any provision of this Lease is held to be void or
unenforceable but would, if some part thereof was deleted or amended, be valid and
enforceable, then such provision shall apply with such deletion or amendment as may be
necessary to make it valid and enforceable.

10.11 Appointment of Managing Agents

The Landlords shall be entitled but not bound to appoint Managing Agents from time to
time who shall manage the Development in all respects, collect the rents, insurance
premiums, service charge and other payments due by the Tenants hereunder and manage
the Development and the Common Parts including the arrangement and execution of the
Landlords’ obligations under Clause 7.3 hereof. The fees, commission and outlays of the
Managing Agents will include charges in respect of collection of rent and will be charged
at such rates as are commonly charged at the relevant time in relation to management of
developments in the UK similar to the Development and will form part of the costs
referred to in Part 7 of the Schedule.

10.12 Notices
Any notice under this Lease shall be in writing. Any notice to the Tenants (if a
corporation) shall be sufficiently served if left addressed to the Tenants on the Premises
or sent by registered post or recorded delivery to or left addressed to them at their
registered office and (if the Tenants shall be an individual or partnership) shall be
sufficiently served if left addressed to him or them on the Premises or sent by registered
post or recorded delivery to or left addressed to him or them at his or their last known
address in Great Britain or Ireland (whether Eire or Northern Ireland). Any notice to the
Landlords (if a corporation) shall be sufficiently served if sent by registered post or
recorded delivery to or left at their registered office and (if the Landlords shall be an
individual or individuals or a partnership) shall be sufficiently served if sent by registered
post or recorded delivery to or left addressed to him or them at his or their last known
address in Great Britain or Ireland (whether Eire or Northern Ireland). Any notice sent by
 registered post or recorded delivery shall be deemed to have been duly served at the
expiration of forty eight hours after the time of posting. In proving service, it shall be
sufficient to prove that the envelope containing the notice was duly addressed to the
party concerned in accordance with this condition and left at or posted to the place to
which it is so addressed. The foregoing provisions are subject always to the provisions of
Section 4 of the Law Reform (Miscellaneous Provisions) (Scotland) Act 1985.

11. PROPER LAW AND JURISDICTION

This Lease shall be construed in accordance with the law of Scotland and the Landlords
and the Tenants, in so far as not subject to the jurisdiction of the Scottish Courts,
prorogate the jurisdiction of the Court of Session in Scotland subject to the terms of any
Clause providing for arbitration herein contained.
12. CONSENT TO REGISTRATION
The parties hereby consent to the registration hereof for preservation and execution: IN
WITNESS WHEREOF these presents are executed as follows:-

For the Landlord Usman Ali Younas

Signature of Director Signature of witness

AH Kherallah ASHIA TAHIR

Full name of above (print) Full name of above (print)

25-06-2024 184-186 Pentonville Rd, London N1 9JP

Date of signing

184-186 Pentonville Rd, London N1 9JP

Place of signing

For the Tenant MD Solaiman

Signature of Tenant Signature of witness

MD Solaiman FARAH SHENAZ

Full name of above (print) Full name of above (print)

25-06-2024 Unit 1, 14 Rochester Street, Bradford, BD3 8ED

Date of signing

184-186 Pentonville Rd, London N1 9JP

Place of signing
THIS IS THE SCHEDULE REFERRED TO IN THE FOREGOING LEASE AMIR MAHMOUDI &
SHAMSHAR SINGH DHANDA.

SCHEDULE Part
1
(The Development)
The development on the north side of Canterbury Road, Croydon, registered in the Land Register of
Scotland.
 Part 2
(The Common Parts)
1. The solum on which the Development is erected, foundations, roof, chimneys, chimney
stacks and pots, back, front, gable and other external walls (but excluding the shopfront
and fascia) and the internal load bearing division walls and/or columns and the floor
slabs or joists (but excluding the screeding, plaster work and internal finishes thereof so
far as forming part of the Premises or other subjects in the Development let or intended
to be let to tenants) and generally the whole structural frame of the Development and all
other parts of or fittings in the Development which are part of the main structure thereof.
2. The underside of the soffits overhanging the pavements ex adverso the Development.
3. The service road and service yard show coloured yellow on Plan Number 1 (“the Service
Yard”) and the walls (if any) enclosing the same.
4. The landscaped areas forming part of the Development.
5. The access roads, pedestrian footpaths and ways forming part of the Development.
6. The Conduits.
7. The fire alarm and fire warning and/or detection and/or fighting systems and emergency
lighting and heating systems (including boilers) so far as such systems are common to
the Premises and other subjects in the Development including the machinery and
apparatus and all wires, cables, hoses and pipes used in connection therewith.
8. The lighting including all standards, tubes, wiring, time switches and other
appurtenances thereof used for lighting of any of the Common Parts.
9. All utilities provided from time to time for public or common service of the
Development.
10. All electrical, mechanical and other plant, machinery and equipment in use for the
common benefit of the Development from time to time.
11. The front and rear entrance doors, hallways, vestibules and steps and all passageways,
landings, staircases, stairs and toilets related to the Development and ground pertaining
thereto including where appropriate and without prejudice to the foregoing generality all
walls, floors and ceilings bounding the same and all screeding, plaster work and finishes
thereof and all windows and window frames therein all save insofar as exclusive rights
thereto (with corresponding maintenance obligations) have been granted to the Tenants
or to any other tenants or occupiers of the Development or any part thereof.
12. All boundary walls, railings, fences, gates and (insofar as not taken over by the local
authority) the roadways, footpaths, ways and sewer and lane ex adverso the
Development.
13. All other parts and portions of the Development and ground pertaining thereto and
fittings and fixtures machinery and apparatus therein, though not hereinbefore
enumerated, the use of which may be common to the Premises and other subjects in the
Development, save insofar as exclusive rights thereto with corresponding maintenance
obligations have been granted to the Tenants or to any other tenants or occupiers of the
Development or any part thereof.
 Part 3
(The Premises)
ALL and WHOLE those Ground Floor and First Floor premises known as 184-186 Pentonville Rd,
London N1 9JP being the subjects shown delineated in red on Plan Number 2 including without
prejudice to the generality of the foregoing description:
(i) the whole building and other erections on the said subjects;
(ii) all Conduits exclusively serving the said subjects, save those of statutory undertakers;
(iii) all landlord’s fixtures and fittings now or hereafter in or upon the said subjects including, but
not limited to, all Plant within or exclusively serving the said subjects so far as comprising
landlord’s fixtures and fittings;
(iv) all additions, alterations and improvement thereto;
(v) the whole parts, privileges and pertinents of the said subjects;
(vi) the whole right common, mutual and sole effeiring thereto;
(vii) the ceilings and floors bounding the same and all screeding, plaster work and interior finishes
thereof and of the walls bounding the subjects hereby let and of any columns within the said
subjects (but excluding floor slabs and any other parts of the main structure of the Development
and anything within the definition of the Common Parts);
(viii) the whole of all walls (excluding the structure of internal load bearing division walls)
separating the subjects hereby let from common areas of the Development save for the finishes
of such walls within such common areas;
(ix) one half, to the centre line, of all walls (excluding internal load bearing division walls)
separating the subjects hereby let from other parts of the Development let or intended to be let
to tenants;
(x) all doors and windows (including without prejudice to the foregoing generality the frames and
plate glass of the said windows and doors) of the subjects hereby let;
(xi) the Landlords’ fixtures and fittings (including carpets if any) apparatus, plant and machinery
and all water, soil, electricity, gas, telephone and other services so far as serving the said
subjects hereby let exclusively (excluding for the avoidance of doubt, the fire alarm and fire
warning and/or detection and/or fighting systems and heating and air conditioning systems so
far as such systems are common to the said subjects hereby let and the other subjects in the
Development and all associated machinery and apparatus and all wires, cables, hoses and pipes
used in connection therewith);
Together with the whole parts, privileges and pertinents thereof.
 Part 4
(Rights granted)
1. A right in common with the Landlords and/or their other tenants to use, during Normal
Business Hours and outwith such hours only by prior arrangement with the Landlords or
their Managing Agents such of the Common Parts as are required to be used by the
Tenants for their enjoyment of the Premises. The Tenants shall only be entitled to use the
Service Yard in common as aforesaid for the purposes of servicing the Premises and for
no other purpose, including without prejudice to the foregoing generality, the parking of
vehicles.
2. The free passage to and form the Premises of water, soil, gas, electricity and other
services in and through that part of the Conduits serving inter alia the Premises together
with the right at all reasonable times upon prior written notice to the Landlords (except in
the case of emergency) to enter upon such adjoining or neighbouring property belonging
to the Landlords in order to inspect any of the foregoing or carry out any repair, renewal,
cleansing or maintenance thereto which could not be carried out without entering such
adjoining or neighbouring property, the Tenants causing as little damage or
inconvenience as possible and making good to the satisfaction of the Landlords all
damage thereby caused.
 Part 5
(Rights reserved)
1. The right of the proprietors of any adjoining or neighbouring property and all other
occupiers and tenants therefor to the free passage of ventilation, heating water, soil, gas,
electricity and other services in and through the Conduits in, over, under or passing
through the Premises, together with the right at all reasonable times upon giving prior
written notice to the Tenants (except in the case of emergency) to enter the Premises for
the purpose of inspecting, repairing, renewing, cleansing or carrying out maintenance
works thereto or to such adjoining or neighbouring property or for the purposes of
removing, installing, altering, improving, renewing or replacing any such Conduits or for
any other necessary purpose but so that the persons carrying out the works shall cause as
little damage and inconvenience as is reasonably practicable and shall make good all
damage thereby caused to Premises (but not any other damage).
2. Of light, air, support and protection for other Lettable Units (to the extent that such
Lettable Units are capable of enjoying the same) or any other adjoining or neighbouring
property of the Landlords.
3. To enter the Premises at any time during the term of the foregoing Lease to carry out any
works of maintenance, repair, alteration, improvement or renewal to any part of the
Development (including any Lettable Unit) adjoining or adjacent to the Premises or for
any necessary or reasonable purpose pertaining to the Premises and/or the Development
or any part of parts thereof. The Landlords being obliged to carry out such works in such
manner as will cause the least reasonably practicable inconvenience and disruption to the
Tenants and being obliged to make good all physical damage thereby caused to the
Premises (but not any other damage).
4. The right to erect or install or permit the erection or installation on the Premises and/or
the Common Parts of any dishes, aerials, masts or structures for telecommunications or
other purposes, together with associated cables, fittings and foundations, with all
necessary rights of entry for the inspection, maintenance, renewal, replacement and
removal of the same, subject to the person carrying out such works making good all
physical damage to the Premises and/or the Common Parts thereby. The Landlords being
obliged to carry out such works in such manner as will cause the least reasonably
practicable inconvenience and disruption to the Tenants and being obliged to make good
all physical damage thereby caused to the Premises (but not to any other damage).
5. To suspend temporarily or permanently any rights granted to the Tenants in respect of
the Common Parts in connection with the repair and maintenance thereof or any other
necessary purpose provided that the Landlords will use reasonable endeavours to provide
alternative rights during such period of suspension and that access to the Premises is not
materially prejudicial.
6. To erect scaffolding for the purpose of repairing, maintaining cleaning or altering the
Common Parts of any other parts of the Development notwithstanding that such
scaffolding may temporarily interfere with the use and enjoyment of (but not prevent
access to or from) the Premises.
7. To vary, alter or extend the Common Parts in the following manner but without
materially affecting on a permanent basis the beneficial use and occupation of the
Premises:-
7.1. To extend any car park, access roads, pedestrian footpaths and ways, service road and
Service Yard and landscaped areas.
7.2. To build or rebuild upon any part of the Common Parts to such height and in such
manner and otherwise as the Landlords may desire or permit provided that during any
 period of building or rebuilding such part of the Development as is affected thereby will
be hoarded off or suitable separated in some other way from the remainder of the
Development.
8. To build or rebuild or heighten any Lettable Unit in such manner as the Landlords may
desire or permit.
9. To make regulations for the control, regulation and limitation of pedestrian or vehicular
traffic on any part of the Common Parts for safety, traffic flow or other reasonable
purpose and to erect such signs as may be appropriate and to make any regulations in
relation to the Development which are designed for the general benefit of the
Development.
10. To vary or alter the regulations referred to in paragraph 9 of this Part of the Schedule.
 Part 6
(Services)
1. To pay all running and operating costs associated with and keep in good and substantial
repair and in a neat and tidy condition and, where necessary to rebuild, reinstate and
replace the Common Parts (which obligation shall subsist irrespective of the cause of
deterioration, damage or destruction necessitating such repair renewal rebuilding or
reinstatement, unless such case is any of the Insured Risks in which event the provisions
of Clause 8 of the foregoing Lease shall apply) and for such purpose to carry out such
tests and employ such consultants as the Landlords may consider desirable.
2. If and when the Landlords consider it desirable to do so, instead of carrying our renewal,
reinstatement or replacement of any of the Common Parts, to upgrade and improve the
same but so that the costs of so doing (to the extent that they exceed the costs which in
the reasonable opinion of the Landlords would have been incurred in carrying out
renewal, reinstatement or replacement) shall not form part of the costs falling to be taken
into account for the purposes of paragraph 2 of Part 7 of the Schedule.
3. To pay such proportion (if any) as the Landlords are liable to pay of the costs and
expenses of making laying, repairing, maintaining, renewing, rebuilding and cleaning all
ways, roads, footpaths, pavements, walks, sewers, drains, pipes, watercourses, walls,
fences, structures and other services utilities or items which may belong to or be used for
the Development in common with other subjects near or adjoining thereto.
4. As often as shall in the opinion of the Landlords be reasonably necessary to clean,
prepare and treat (whether by painting – with at least two coats of good quality paint – or
by such other method as the Landlords may consider to be appropriate to the finishes
concerned) all wood, metal, stucco, cement or stone work or other finishes forming part
of the Common Parts now or which ought in the opinion of the Landlords to be so
treated.
5. During Normal Business Hours to provide heating (to such temperature and for such
periods of the year as the Landlords shall reasonably determine) to the Premises and hot
and cold water and the usual toilet requisites to the toilets and during Normal Business
Hours to heat, clean and keep adequately lit and properly serviced such of the Common
Parts as now are or ought in the opinion of the Landlords to be so heated, cleaned, let and
serviced.
6. To pay and discharge all rates, taxes, charges, assessments, impositions and outgoings
whatsoever whether parliamentary, parochial, local or of any other description which are
now or may at any time hereafter be taxed, assessed, charged or imposed upon or payable
in respect of the Development or any part thereof and ground pertaining thereto except
insofar as the same are the responsibility of the Tenants or of any other tenant or
occupier.
7. To pay all costs, charges and expenses of abating a nuisance and of executing all such
works as may be necessary for complying with any notice direction or order made given
or issued by any Local or Public Authority and relating to the Common Parts or the
Development (as a whole).
8. To provide, in such a manner and to the extent that the Landlords acting reasonably shall
determine, electricity power and similar service in or for the Common Parts.
9. To provide in such manner and to the extent that the Landlords acting reasonably shall
determine, security services in respect of the Development.
10. To employ or engage such managing agents and on-site managers (including any
employee(s) of the Landlords) and such supervisory, security and other staff as the
Landlords shall think fit and also to provide suitable facilities therefor.
11. To keep proper records (which shall be open to inspection at the place where they are
kept at reasonable times by the Tenants on reasonable prior notice) of all costs, charges
and expenses incurred by the Landlords in carrying out their obligations hereunder and to
pay the charges and remuneration of such professional advisers as the Landlords may
properly consult in connection with the certification of the accounts for any Charging
Year (as hereinafter defined) and with the administration of any such sinking fund;
declaring that any certificated issued in respect of such accounts shall, in the absence of
manifest error, be final and binding on all questions of fact.
12. To provide maintain and where necessary renew and replace such equipment which the
Landlords may from time to time considered necessary or desirable for the proper
carrying out of their obligations hereunder and any other services and amenities which
the Landlords may from time to time consider necessary or desirable.
13. To provide and maintain at the Landlords’ discretion such trees, shrubs, flowers, grass
and plants and items of decorative or other like amenity as the Landlords shall think fit
for the benefit of the Development.
14. To provide at the Landlords’ discretion seats of other items for the convenience of
customers of the Development.
15. To provide at the Landlord’s discretion directional, disclaimer or other signs or notices in
or upon the Common Parts.
16. To arrange for periodic refuse collection and pay for any additional levy or impose
properly imposed by the local or any other competent authority in respect thereof.
17. To provide, in such manner and to the extent that the Landlords acting reasonably shall
determine, fire fighting appliances and equipment for the Common Part.
18. At the Landlords’ discretion (the Landlords being obliged to act reasonably) to promote
and advertise the Development.
19. To provide, maintain and renew any other equipment and to provide any other additional
services or amenities which in the reasonable opinion of the Landlords are necessary or
desirable for the benefit of the Development.
 Part 7
(Service Charge)
1. In this part of the Schedule and, where relevant, in the foregoing Lease, the following
expressions shall have the meanings respectively set opposite them, videlicet:-
1.1. “Charging Year” means the period (which may be more of less than a complete year)
ending in a Computing Date;
1.2. “Computing Date” means 31 March or such other date as the Landlords may from time
to time determine;
2. The costs properly incurred (which expression, for the purpose of calculating the advance
payments specified in the subsequent paragraphs of this part of the Schedule shall
comprehend costs likely to be incurred) by the Landlords during each Charging Year in
observing and performing their obligations under Part 6 of the Schedule shall be payable
by and recoverable from the tenants of the Development by means of the service charge
aftermentioned.
3. There shall be included in the costs referred to in paragraph 2 above
3.1. the charges of the Landlords’ Managing Agents
3.2. any interest on borrowings reasonably incurred by the Landlords in observing and
performing their obligations in Part 6 of the Schedule.
4. The service charge herein referred to shall be the relevant portion of the costs referred to
in paragraph 2 of this part of the Schedule which proportion will be calculated by the
Landlords based on the gross annual value of the Premises compared to the gross annual
value of all the Lettable Units or such other fair and just basis as the Landlords or their
managing agents who shall be bound to act reasonably may from time to time determine.
5. The said service charge shall initially be estimated by the Landlords to and shall be paid
quarterly in advance on the Quarter Days in accordance with such estimate.
6. In respect of any period which may be more or less than a full year, such advance
payments shall be appropriately apportioned on a day to day basis by the Landlords.
7. Not later than four months after each Computing Date, there shall be an adjustment
between the Landlords and the Tenants in respect of the amount, if any, by which the
advance payments made by the Tenants for the relevant Charging Year or part thereof
fell short of or exceeded the actual costs due by the Tenants for that Charging Year or
part thereof. Such adjustment shall be effected.
7.1. by the Tenants paying to the Landlords on demand the amount of any shortfall and
7.2. by the Landlords allowing the Tenants the amount of excess against the next quarterly
advance payment of service charge, save that if the foregoing Lease expires before the
date on which such quarterly advance payment is due, the Landlords shall pay the
amount of such excess to the Tenants within twenty one days of the relevant sum being
ascertained.
Part 8
Plans
 Part 9
(Rent Review)

1. In this Part of the Schedule:

1.1 “Assumptions” in reference to the definition of Open Market Rent means:

1.1.1 that all the Landlord’s and the Tenant’s obligations under this Lease shall have
been complied with, but without prejudice to any rights of either party in
relation to such obligations;
1.1.2 that no works have been carried out to the Premises which have diminished the
rental value of the Premises, notwithstanding that the Landlord may have given
consent to such works;
1.1.3 that all parts of the Premises and the Building are at the Relevant Rent Review
Date ready, fit and available for immediate use and occupation, and are in good
and substantial condition and repair, and could and would be immediately
occupied, whether by any willing tenant or sub-tenant;
1.1.4 that the Premises may be used, and that all necessary Consents have been
granted for the use of the Premises, for any purpose falling within Class 3
specify of the schedule to the Town and Country Planning (Use Classes)
(Scotland) Order 1997;
1.1.5 that if the Premises and/or the Building, or any part of, or the means of access
to, or any services enjoyed by, the Premises or the Building, shall have been
destroyed or damaged, they had, before the Relevant Rent Review Date, been
fully reinstated;
1.1.6 that the Tenant and any willing tenant are able to reclaim or recover in full all,
if any, VAT chargeable on the Rent and other sums payable by the Tenant
under this Lease; and
1.1.7 that where the Premises are taken to be leased in parts, the hypothetical leases
of such parts shall be deemed: (A) to provide for the grant of all rights
necessary for the enjoyment of such parts, and (B) to contain fair provisions as
between the landlord and the tenant under such leases for recovery from such
tenant of the rents and of expenditure by the landlord on the premises let and
any common parts pertaining to such premises let;

1.2 “Disregards” in reference to the definition of Open Market Rent means:

1.2.1 any effect on rent of the fact that the Tenant or any sub-tenant may have been
in occupation of the Premises;
1.2.2 any goodwill attributable to the Premises by reason of any trade or business
carried on in the Premises by the Tenant or any sub-tenant;
1.2.3 any effect on rent of any works carried out after the last date of execution of
this Lease by the Tenant with the Landlord’s consent otherwise than in
pursuance of any obligation to the Landlord and only to the extent that the
Landlord has made no contribution either by direct payment or by rent
abatement;
1.2.4 any diminishing effect on rent of any alterations or internal partitioning of the
Premises lawfully carried out by the Tenant or any sub-tenant;
1.2.5 any effect on rent of any statute or subordinate legislation or any instrument,
order, plan, regulation, permission, direction, or decision made, issued or given
 under, or deriving validity from, such statute or subordinate legislation which
restricts or otherwise affects the Landlord’s right to revise the rent payable
under this Lease;
1.2.6 any effect on rent of, or of the absence of, any rent-free period or contribution
towards fitting out costs or other inducement which at the Relevant Rent
Review Date it might be the practice to make in the open market or to allow to
tenants on a new letting with vacant possession;
1.2.7 any effect on rent of the inability of the Tenant to recover, whether in part or in
full, any VAT chargeable on the Rent or other sums payable by the Tenant
under this Lease; and
1.2.8 any rental evidence from a sub-lease of the Premises at less than the market
rent.

1.3 “Independent Surveyor” means a chartered surveyor with continuous experience in the
valuation of premises comparable to the Premises of not less than five years’
immediately preceding the date of appointment;

1.4 “Open Market Rent” means the full commercial rental market value for which the
Premises could reasonably be expected to be let:

1.4.1 without payment of any fine, grassum or premium;

1.4.2 with vacant possession;
1.4.3 on the Relevant Rent Review Date;
1.4.4 in the open market;
1.4.5 by a willing landlord to a willing tenant;
1.4.6 for a duration equal to the Duration, commencing on the Relevant Rent Review
Date;
1.4.7 without making any discount, reduction or allowance to reflect, or compensate
the Tenant for the absence of, any rent-free period, or concessionary rent-free
period, or contribution to fitting out works, or other inducement which at the
Relevant Rent Review Date it might be the practice in open market lettings for
a landlord to make, such that the Open Market Rent reflects the rent that would
be payable after the expiry of any such rent-free, or concessionary rent, period,
and after receipt of any such contribution or other inducement;
1.4.8 on the terms and conditions specified in this Lease, including the provisions for
review of the rent but excluding the amount of Rent payable under Para.1 of the
Schedule Part 5 at the Relevant Rent Review Date; and
1.4.9 on the basis of the Assumptions (if not in fact the case) and taking no account
of the Disregards.
1.5 “Rent Review Date” means every fifth anniversary of the Date of Entry and every fifth
and anniversary thereafter, and the expression “Relevant Rent Review Date” shall be
construed accordingly;

2. On and after the Relevant Rent Review Date the Rent payable under Paragraph 1 of the
Schedule Part 5 or otherwise in accordance with this Lease shall be the higher of:
2.1 the annual rent operative immediately before the Relevant Rent Review Date; and
2.2 the Open Market Rent of the Premises (the “New Rent”).
3. If three months before the Relevant Rent Review Date the Landlord and the Tenant have not
reached agreement on the New Rent that is to commence on the Relevant Rent Review Date
the Landlord or the Tenant may at any time thereafter (but before the Rent Review Date next
following the Relevant Rent Review Date) require an Independent Surveyor to determine the
Open Market Rent.

4. The Independent Surveyor shall be appointed:

4.1 subject to Paragraph 4.2:

4.1.1 by agreement between the Landlord and the Tenant, or
4.1.2 in the absence of such agreement and on the application of the Landlord or the
Tenant, by the president for the time being of the Royal Institution of Chartered
Surveyors in Scotland, or
4.1.3 if such president shall for any reason not be available or be unable to make
such appointment at the time of such application, by the vice-president or next
senior officer of the Royal Institution of Chartered Surveyors in Scotland then
available and able to make such appointment,
4.2 if no such officer of the Royal Institution of Chartered Surveyors in Scotland shall be
so available and able, by such other officer or official of the Royal Institution of
Chartered Surveyors in Scotland or of such other professional body of surveyors as the
Landlord may designate.

5. The Independent Surveyor shall, at the sole option of the Landlord, be required by the
Landlord to act either as an arbitrator in accordance with the Arbitration (Scotland) Act 2010,
or as an expert.

6. Within 20 Working Days after the date upon which the Independent Surveyor is appointed in
accordance with Paragraph 4 the Landlord and the Tenant shall each be entitled to submit to
the Independent Surveyor written valuations, statements and other evidence relating to, or
supporting, their assessment of the Open Market Rent, in which event they shall, at the same
time, deliver to the other party a copy of all such valuations, statements and other evidence.

7. The Independent Surveyor shall, if so requested by written notice from the Landlord and/or
the Tenant (a copy of which shall be served on the other party) received within six weeks
after the date upon which the Independent Surveyor is appointed in accordance with
Paragraph 4, hold a hearing at which the Landlord and the Tenant may be heard, such hearing
to be at such time and place as the Independent Surveyor shall appoint for that purpose.

8. If the Independent Surveyor is of the opinion that the Open Market Rent of the Premises on
the Relevant Rent Review Date is, or was, less than the annual rent payable under this Lease
immediately before the Relevant Rent Review Date (the “Current Rent”) the New Rent shall
be the Current Rent and the decision of the Independent Surveyor shall so state.

9. The decision of the Independent Surveyor shall be final on all matters referred to him under
this Lease.

10. If any incumbent Independent Surveyor fails to determine the Open Market Rent, or
relinquishes his appointment, or dies, or it becomes apparent that for any reason he will be
 unable to complete his duties under this Lease the Landlord may apply to the Royal
Institution of Chartered Surveyors in Scotland or other professional body of surveyors for the
appointment of a substitute Independent Surveyor, such appointment to be made in
accordance with Paragraph 4.

11. If by the Relevant Rent Review Date the Landlord and the Tenant have not reached
agreement as provided for in Paragraph 3 and the Independent Surveyor has not determined
the Open Market Rent in accordance with this Part of the Schedule the Tenant shall continue
to pay rent at the rate of the Current Rent on each day appointed by this Lease for payment of
rent until such agreement shall be reached or the Independent Surveyor determines the Open
Market Rent, whichever occurs first.

12. Within fourteen days after the Open Market Rent has been agreed upon as provided for in
Paragraph 3 or determined by the Independent Surveyor in accordance with this Part of the
Schedule the Tenant shall pay to the Landlord as arrears of rent an amount equal to the
difference between the New Rent and the rent actually paid for the period commencing on the
Relevant Rent Review Date together with interest thereon at a rate equivalent to the base
lending rate for the time being of The Royal Bank of Scotland plc for the period commencing
on the Relevant Rent Review Date to the due date for payment of such amount.

13. The fees and expenses of the Independent Surveyor shall be borne equally by the Landlord
and the Tenant or otherwise as the Independent Surveyor may determine.

14. As soon as reasonably practicable after the Open Market Rent has been agreed upon as
provided for in Paragraph 3 or determined by the Independent Surveyor in accordance with
this Part of the Schedule:
14.1 the Landlord and the Tenant shall execute a memorandum recording such agreement
or determination, and
14.2 the Tenant shall pay or reimburse to the Landlord the whole costs of preparing and
registering such memorandum in the books of council and session and of obtaining
three extracts thereof, including any SDLT or other tax payable thereon.

15. Time shall not be of the essence in respect of any period of time referred to in this Part of the
Schedule except for the time for payment of rent, or arrears of rent, referred to respectively in
Paragraphs 11 and 12.

16. The application of rr.41 and 69 of the Scottish Arbitration Rules is excluded in relation to the
operation of this Part of the Schedule.

Landlord

Tenant