THIS AGREEMENT is made the 1st day of March 2012 BETWEEN: WHEREAS: NOW IT IS HEREBY AGREED as follows:-

▇▇▇▇▇▇ ▇▇▇▇▇ LLP (registration number OC305934) whose registered office is at ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (“KF”); and

YELP UK LIMITED (registration number 06762006) whose registered office is at ▇ ▇▇. ▇▇▇▇’▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ (“YELP”).

KF AND YELP have today entered into an Underlease (“the Underlease”) of premises at Part ▇^▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇ (“the Premises”)

KF have agreed to provide certain computer related services to YELP without prejudice to the provisions of the Underlease on the terms set out in this Agreement.

References to ‘development’ are references to development as defined by the Town and Country ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ Section 55.

Words importing one gender include all other genders; words importing the singular include the plural and vice versa.

‘the Head Landlord’s Expenses’ means LANDLORD’S EXPENSES as defined in clause 1 of the Headlease.

The clause, paragraph and schedule headings and the table of contents do not form part of this document and are not to be taken into account in its construction or interpretation.

‘the Headlease’ means the lease under which the Landlord holds the Headlease Premises dated 7^th April 2009 and made between (1) London & Regional (▇▇▇▇▇ Street) Limited (‘the Head Landlord’) and (2) the Landlord for a term commencing on 2^nd June 2008 and expiring on 23 June 2028

‘the Headlease Premises’ means all the fourth floor of the South Wing of the Building.

‘The Initial Rent’ means £786968 per annum save that from 1st March 2014 to 30th April 2014  and from 1st March 2015 to 30th April 2015 and from 1st March 2016 to 30 April 2016 the Initial Rent shall be a peppercorn if demanded.

‘the Insurance Rent’ means the Insurance Rent as defined in the Headlease payable to the Head Landlord by the Landlord in respect of the gross sums including any commission that the Head Landlord from time to time pays

by way of premium for insuring the Building and all plant and equipment serving the Building, including insuring for loss of rent, in accordance with his obligations contained in the Headlease,

by way of premium for insuring in such amount and on such terms as the Head Landlord acting reasonably considers appropriate against property owners liability and such other insurance the Landlord may effect pursuant to clause 7.1 of the Headlease, and

for insurance valuations and inspections at appropriate intervals.

‘Interim Service Charge’ shall have the same meaning as in the Headlease.

References to ‘Interest’ are references to interest payable during the period from the date on which the payment is due to the date of payment, both before and after any judgment, at the Interest Rate then prevailing decided on by the Landlord acting reasonably.

‘the Interest Rate’ means the rate of 4% above the base lending rate of National Westminster Bank Plc or such other bank as the Landlord may from time to time nominate in writing.

The expression ‘the Building’, where the context so admits, includes any other adjoining property of the Landlord or the Head Landlord constructed or adapted to form part of the Building.

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

To the extent that this is not already expressly provided for by this Sublease, any provisions in this Sublease referring to the consent or approval of the Landlord are to be construed as also requiring the consent or approval of any mortgagee of the Premises or receiver the Head Landlord and the landlord of any superior interest in the Premises where that consent is required. Nothing in this Sublease is to be construed as imposing any obligation on a mortgagee or Head Landlord or other party not to refuse any such consent or approval unreasonably.

The expression ‘the Guarantor’ includes any person who enters into covenants with the Landlord pursuant to clause 3.9.4.1 CONDITIONS or clause 3.20 REPLACEMENT GUARANTOR.

The expression ‘the Head Landlord’ includes his successors in title.

The expression ‘the Landlord’ includes the person or persons from time to time entitled to possession of the Premises when this Sublease comes to an end.

References to ‘the last year of the Term’ are references to the actual last year of the Term however it determines, and references to the ‘end of the Term’ are references to the end of the Term whenever and however it determines.

‘the Tenant’ includes any person who is for the time being bound by the tenant covenants of this Sublease.

Where any party to this Sublease for the time being comprises two or more persons, obligations expressed or implied to be made by or with that party are deemed to be made by or with the persons comprising that party jointly and severally.

1.28.1

in the case of any guarantor required pursuant to clause 3.9.4.1 CONDITIONS, the period during which the relevant assignee is bound by the tenant covenants of this Sublease together with any additional period during which that assignee is liable under an authorised guarantee agreement,

1.28.2

in the case of any guarantor under an authorised guarantee agreement, the period during which the relevant assignee is bound by the tenant covenants of this Sublease, and

1.28.3

in the case of any guarantor required pursuant to clause 3.9.7.6 TERMS OF A PERMITTED SUBUNDERLEASE, the period during which the relevant assignee of the subunderlease is bound by the tenant covenants of that subunderlease.

1.28.4

in the case of any guarantee given pursuant to clause 8, the period during which the Tenant is bound by the Tenant covenants of this Sublease.

References to ‘losses’ are references to liabilities, damages or losses, awards of damages or compensation, penalties, costs, disbursements and expenses properly arising from any claim, demand, action or proceedings.

‘the 1954 Act’ means the Landlord and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ and all statutes, regulations and orders included by virtue of clause 1.44 REFERENCES TO STATUTES.

Any covenant by the Tenant or the Landlord not to do anything includes an obligation not to permit or suffer that thing to be done by another person.

‘the Office Covenants’ means the covenants set out in schedule 3 THE OFFICE COVENANTS.

‘the Surveyor’ means any suitably qualified person or firm appointed by the Landlord who shall act in a professional manner. The Surveyor may be an employee of the Landlord or a company that is a member of the same group as the Landlord within the meaning of the 1954 Act Section 42. The expression ‘the Surveyor’ includes the person or firm appointed by the Landlord to collect the Lease Rents.

all rates, taxes, assessments, duties, charges, impositions and outgoings that are now or may at any time during the Term be properly charged, assessed or imposed upon the Premises or on the owner or occupier of them, excluding any payable by the Landlord or Head Landlord occasioned by receipt of the Lease Rents or by any disposition of or dealing with the reversion to this Sublease provided that if the Landlord suffers any loss of rating relief that may be applicable to empty premises after the end of the Term because the relief has been allowed to the Tenant in respect of any period before the end of the Term then the Tenant must make good such loss to the Landlord, and

3.4.6

In the last 3 months of the Term the Tenant must redecorate the Premises in a good and workmanlike manner, with appropriate materials of good quality, to the reasonable satisfaction of the Surveyor, any change in the tints, colours and patterns of the decoration in the last year of the Term to be approved by the Landlord, whose approval may not be unreasonably withheld or delayed, and the Head Landlord.

Landlord’s Furniture

Before any permitted subletting, the Tenant must ensure that the subtenant enters into a direct covenant with the Landlord and the Head Landlord that while he is bound by the tenant covenants of the sublease the subtenant will observe and perform the tenant covenants contained in this Sublease and in the Headlease so far as they relate to the Premises except the covenant to pay the rents reserved by this Sublease and by the Headlease.

3.12.6

Where a condition of any planning permission granted for development begun before the end of the Term requires works to be carried out to the Premises by a date after the end of the Term, the Tenant must, unless the Landlord or the Head Landlord directs otherwise, finish those works before the end of the Term.

3.12.7

Security for compliance with conditions

In any case where a planning permission is granted subject to conditions, and if the Landlord or the Head Landlord reasonably so requires, the Tenant must provide sufficient security for his compliance with the conditions and must not implement the planning permission until the security has been provided.

3.13

3.12.8

Plans, documents and information

3.14

Indemnities

The Tenant must keep the Landlord fully indemnified against all losses arising out of any act, omission or negligence of the Tenant, or any persons at the Building expressly or impliedly with its authority, or any breach or non-observance by the Tenant of the Tenant covenants in this Sublease provided that in relation to the subject matter of the indemnity:

(a) the Landlord shall give written notice to the Tenant of such matter as soon as reasonably practicable after the Landlord becomes aware of it;

(b) the Landlord shall not settle or comprise such matter without the approval of the Tenant (such approval not to be unreasonably withheld or delayed);

(c) the Landlord shall take into account and pay due regard to any representations the Tenant may make about such matter; and

(d) the Landlord shall use reasonable endeavours to mitigate any liability which is the subject matter of this indemnity at the request and reasonable cost of the Tenant

3.15

Obstruction and encroachment

3.15.1

Obstruction of windows

The Tenant must not stop up, darken or obstruct any window or light belonging to the Premises.

3.15.2

Encroachments

The Tenant must take reasonable steps to prevent the construction of any new window, light, opening, doorway, path, passage, pipe or the making of any encroachment or the acquisition of any easement in relation to the Premises and must notify the Landlord and the Head Landlord as soon as becoming aware if any such thing is constructed, encroachment is made or easement acquired, or if any attempt is made to construct such a thing, encroach or acquire an easement. At the reasonable request and at the cost of the Landlord or the Head Landlord the Tenant must adopt such means as are reasonably required to prevent the construction of such a thing, the making of any encroachment or the acquisition of any easement.

3.16

Yielding up

At the end of the Term the Tenant must yield up the Premises with vacant possession, (and with the Landlord’s Furniture) decorated and repaired in accordance with and in the condition required by the provisions of this Sublease, give up all keys of the Premises to the Landlord, remove tenant’s fixtures and fittings, and remove all signs erected by the Tenant or any of his predecessors in title in, on or near the Premises, immediately making good any physical damage caused by their removal.

3.17

Interest on arrears

The Tenant must pay interest on any of the Lease Rents or other sums properly due under this Sublease that are not paid within 14 days of the date due, (in the case of the Rent whether formally demanded or not), to be recoverable as rent. Nothing in this clause entitles the Tenant to withhold or delay any payment of the Lease Rents or any other sum due under this Sublease or affects the rights of the Landlord in relation to any non-payment.

3.18

Statutory notices

The Tenant must give full particulars to the Landlord and the Head Landlord of any notice, direction, order or proposal relating to the Premises made, given or issued to the Tenant by any government department or local, public, regulatory or other authority or court as soon as reasonably practicable and in any event within 14 days of receipt, and if so reasonably requested by the Landlord or the Head Landlord must produce it to the Landlord or the Head Landlord as appropriate. The Tenant must without delay take all steps reasonably necessary to comply with the notice, direction or order. At the reasonable request and cost of the Landlord or the Head Landlord, the Tenant must make or join with the Landlord or the Head Landlord in making any objection or representation the Landlord or the Head Landlord reasonably deems expedient against or in respect of any notice, direction, order or proposal.

3.19

Defective premises

The Tenant must give notice to the Landlord and the Head Landlord upon becoming aware of any defect in the Premises that might give rise to an obligation on the Landlord or the Head Landlord to do or refrain from doing anything in order to comply with the provisions of this Sublease or the duty of care imposed on the Landlord or the Head Landlord, whether pursuant to the Defective Premises ▇▇▇ ▇▇▇▇ or otherwise, and must at all times display and maintain any notices the Landlord or the Head Landlord from time to time reasonably requires him to display at the Premises in order to comply with their legal requirements.

The Tenant must permit the Landlord and the Head Landlord to exercise any of the rights granted to them by virtue of the provisions of this Sublease at all times during the Term without interruption or interference provided the Landlord does not materially interfere with the Tenant’s use and enjoyment of the Premises, gives not less than 48 hours’ prior written notice (except in an emergency) and forthwith makes good any damage caused to the Premises and to the Tenant’s fixtures and fittings and equipment to the reasonable satisfaction of the Tenant.

Suspension of the Rent

if the Building or any part of it is at any time during the Term destroyed or damaged by a risk against which insurance has been effected or by an Uninsured Risk under the terms of the Headlease so that the Premises or any part of them are unfit for occupation or use or inaccessible, then, unless the insurance of the Building has been vitiated by the act, neglect or omission of the Tenant or anyone at the Building expressly or by implication with his authority, the Rent and the Service Charge Rent, or a fair proportion of them according to the nature and extent of the damage sustained, are to be suspended and cease to be payable until the Building has been rebuilt or reinstated so as to render the Premises, or the affected part, fit for occupation and use or accessible, or until the end of the period for suspension of the rent provided under the terms of the Headlease, whichever is the shorter the proportion of the Rent and the Service Charge suspended and the period of the suspension to be determined by the Surveyor (acting reasonably) any dispute as to the proportion of the Rent and Service Charge suspended or the period of the suspension to be determined in accordance with the Arbitration Act 1996 by an arbitrator to be appointed by agreement between the Landlord and the Tenant or in default by the President or other proper officer for the time being of the Royal Institution of Chartered Surveyors on the application of either the Landlord or the Tenant.

7.5.2

in the event that notice to terminate the Headlease is served by the Landlord or the Head Landlord under the provisions of clause 7.3(c) or clause 7.5 or clause 7.6 of the Headlease then the Landlord may serve notice to terminate this Lease to take effect on or before the day that the Headlease terminates, provided that:

7.6

Tenant’s further insurance covenants

The Tenant covenants with the Landlord to observe and perform the requirements of this clause 7.6.

7.6.1

Requirements of insurers

The Tenant must comply with all the proper requirements of the insurers of the Building which have been notified to the Tenant in writing.

7.6.2

Policy avoidance and additional premiums

The Tenant must not do or omit anything that could cause any insurance policy on or in relation to the Building to become wholly or partly void or voidable provided that the Tenant is provided with a copy of the insurance policy from time to time, or do or omit anything by which additional insurance premiums may become payable unless he has previously notified the Landlord and the Head Landlord and has agreed to pay the increased premium.

7.6.4

Combustible materials

The Tenant must not store on the Premises or bring onto them anything of a specially combustible, inflammable or explosive nature, and must comply with the requirements of the fire authority and the reasonable requirements of the Landlord and the Head Landlord as to fire precautions relating to the Building.

7.6.5

Fire escapes, equipment and doors

The Tenant must not obstruct the access to any fire equipment or the means of escape from the Premises or any part of the Building or lock any fire door while the Premises are occupied.

7.6.6

Notice of events affecting the policy

The Tenant must promptly give notice to the Landlord and the Head Landlord upon becoming aware of the same of any event that might affect any insurance policy on or relating to the Building, and any event against which the Head Landlord may have insured under the Headlease.

(a)

any time or indulgence granted by the Landlord to the Tenant, any neglect or forbearance of the Landlord in enforcing the payment of the Lease Rents or the observance or performance of the covenants or other terms of this Sublease, or any refusal by the Landlord to accept rent tendered by or on behalf of the Tenant at a time when the Landlord is entitled or will after the service of a notice under the Law of Property ▇▇▇ ▇▇▇▇ Section 146 be entitled to re-enter the Premises,

(b)

that the terms of this Sublease may have been varied by agreement between the Landlord and the Tenant, provided that no variation is to bind the Guarantor to the extent that it is materially prejudicial to him,

any time or indulgence granted by the Landlord to the Tenant, or neglect or forbearance of the Landlord in enforcing the payment of any sum or the observance or performance of the covenants of the authorised guarantee agreement,

MISCELLANEOUS

Nothing in this Sublease or in any consent granted by the Landlord under this Sublease is to imply or warrant that the Premises may lawfully be used under the Planning Acts as offices.

Exclusion of third party rights

Nothing in this Sublease is intended to confer any benefit on any person who is not a party to it.

The Tenant acknowledges that this Sublease has not been entered into in reliance wholly or partly on any statement or representation made by or on behalf of the Landlord, except any such statement or representation expressly set out in this Sublease or made by the Landlord’s solicitors in any written response to enquiries raised by the Tenant’s solicitors in connection with the grant of this Sublease.

While the Landlord or the Head Landlord is a limited company or other corporation, any licence, consent, approval or notice required to be given by the Landlord or the Head Landlord is to be sufficiently given if given under the hand of a director, the secretary or other duly authorised officer of the Landlord or the Head Landlord.

If, after the Tenant has vacated the Premises at the end of the Term, any property of his remains in or on the Premises and he fails to remove it within 14 days after a written request from the Landlord or the Head Landlord to do so, or, if the Landlord or Head Landlord is unable to make such a request to the Tenant, within 14 days from the first attempt to make it, then the Landlord or the Head Landlord may, as the agent of the Tenant, sell that property. The Tenant must indemnify the Landlord and the Head Landlord against any liability properly incurred by the Landlord or the Head Landlord to any third party whose property is sold by him in the mistaken belief held in good faith which is to be presumed unless the contrary is proved that the property belonged to the Tenant. If, having made reasonable efforts to do so, the seller of the property is unable to locate the Tenant, then he may retain the proceeds of sale absolutely unless the Tenant claims them within 6 months of the date upon which he vacated the Premises.

Compensation on vacating excluded

Any statutory right of the Tenant to claim compensation from the Landlord on vacating the Premises is excluded to the extent that the law allows.

Notices

Form and service of notices

A notice under this Sublease must be in writing and, unless the receiving party or his authorised agent acknowledges receipt, is valid if, and only if

10.8

10.9

The operation of the Law of Property ▇▇▇ ▇▇▇▇ Section 62 is excluded from this Sublease. The only rights granted to the Tenant are those expressly set out in this Sublease and the Tenant is not to be entitled to any other rights affecting any adjoining property of the Landlord.

10.10

The Tenant is not to be entitled to the benefit of, or the right to enforce or to prevent the release or modification of, any covenant agreement or condition entered into by any tenant of the Landlord or the Head Landlord in respect of any adjoining property of the Landlord.

10.11

If any dispute arises between the Tenant and the tenants or occupiers of any adjoining property of the Landlord in connection with the Premises and any adjoining property of the Landlord, it is to be decided by the Landlord (acting reasonably) or the Head Landlord as appropriate (acting in accordance with the provisions of the Headlease) or in such manner as the Landlord reasonably directs or Head Landlord as appropriate directs (acting in accordance with the provisions of the Headlease).

10.12

Effect of waiver

10.13

The perpetuity period

The perpetuity period applicable to this Sublease is 80 years from the commencement of the Term, and whenever in this Sublease any party is granted a future interest it must vest within that period or be void for remoteness.

10.14

Exclusion of liability

The Landlord is not to be responsible to the Tenant or to anyone at the Premises or the Building expressly or by implication with the Tenant’s authority for any accident happening or injury suffered or for any damage to or loss of any chattel sustained in the Premises or in the Building save that this clause shall not apply to the extent that this is due to any act, default or omission of the Landlord or anyone acting on behalf of the Landlord.

10.15

New lease

This Sublease is a new tenancy for the purposes of the 1995 Act Section 1.

10.16

Exclusion of the 1954 Act Sections 24-28

10.16.1

Notice and declaration

On 20^th February 2012 the Landlord served notice on the Tenant pursuant to the provisions of the 1954 Act Section 38A(3) as inserted by the Regulatory Reform (Business Tenancies) (England and Wales) Order 2003 and on 27^th February 2012 ▇▇▇ ▇▇▇▇▇▇▇ who was duly authorised by the Tenant to do so made a statutory declaration pursuant to Schedule 2 of the Regulatory Reform (Business Tenancies) (England and Wales) Order 2003.

Agreement to exclude

Pursuant to the provisions of the 1954 Act Section 38A(1) as inserted by the Regulatory Reform (Business Tenancies) (England and Wales) Order 2003, the parties agree that the provisions of the 1954 Act Sections 24-28 inclusive are to be excluded in relation to the tenancy created by this Sublease.

11

MUTUAL BREAK CLAUSE

11.1.1

The Tenant may terminate this Sublease on or at any time after the expiry of the second year of the Term by serving written notice on the Landlord specifying the date of termination ("Break Date") not less than 6 months prior to the Break Date. ("Tenant Break Notice")

11.1.2

The Landlord may terminate this Sublease on or at any time after the expiry of the second year of the Term by serving written notice on the Tenant specifying the Break Date not less than 9 months prior to the Break Date. ("Landlord Break Notice")

11.2

A Tenant Break Notice shall be of no effect if, at the Break Date:

a)

the Tenant has not paid any part of the Rent or Service Charge, or any VAT in respect of them, which were properly due to have been paid and are not the subject of a bona fide dispute; or

b)

the Tenant or any other subtenant or permitted occupier of the Tenant remains in occupation of the Premises; or

c)

there is any subsisting underlease relating to the Premises.

11.3

Subject to clause 11.2, following service of a Tenant Break Notice or a Landlord Break Notice this Sublease shall terminate on the Break Date.

11.4

Termination of this Sublease on the Break Date shall not affect any other right or remedy that either party may have in relation to any earlier breach of this Sublease.

11.5

Within 14 days after the Break Date the Landlord shall refund to the Tenant all Rent, Service Charge, Insurance Rent and other sums paid by the Tenant to the Landlord for any period after the Break Date.

1-1

Right to use the Common Parts

The right for the Tenant and all persons expressly or by implication authorised by him in common with the Landlord and the Head Landlord and all other persons having a like right to use all appropriate areas of the Common Parts for all proper purposes in connection with the use and enjoyment of the Premises

1-2

Passage and running through the Adjoining Conduits

The right to the free passage and running of all services to and from the Premises through the appropriate Adjoining Conduits, in common with the Landlord and the Head Landlord and all other persons having a like right and the right so far as the Landlord is able to grant the same and subject to consent of and any proper requirements of the Head Landlord (including as to payment of their costs) to have access upon reasonable notice to install and maintain services in any risers in the Building.

1-3

Support and protection

The right of support and protection for the benefit of the Premises that is now enjoyed from all other parts of the Building.

1-4

Display of nameplates or signs

The right to have signs displayed with the name of the Tenant or any one permitted occupier on the tenant board within the main reception of the Building in the house style and in the lift lobby immediately outside the entrance to the Premises in the name board provided to be approved by the Landlord and Head Landlord such approval not to be unreasonably withheld or delayed.

1-5

Use of the Landlord's Furniture

The right to use the Landlord's Furniture.

1-6

Toilets

The right to use such toilets in the Building as shall reasonably be designated, on the fourth floor, from time to time in writing by the Landlord.

1-7

The right to use that part of the Building so reasonably designated by the Head Landlord for the disposal of rubbish and refuse in proper receptacles for collection by or on behalf of the local authority

1-8
                    

So far as the Landlord is able to grant the same the right set out in paragraphs 5 (in relation only to the bicycle racks and not to car parking spaces) in common with the Landlord and all others authorised by the Landlord and subject at any time to the availability of bicycle racks and 13 of Schedule 1 Part 1 of the Head Lease subject to compliance with all of the provisions set out therein including in relation to payment of any costs incurred by the Head Landlord

2-1

Passage and running through the Conduits

The right to the free and uninterrupted passage and running of all appropriate services and supplies from and to other parts of the Building or any other adjoining property of the Landlord through the appropriate Conduits and through any structures of a similar use and nature that may at any time be constructed in, on, over or under the Premises as permitted by paragraph 2-2.

2-2

Right to construct conduits

The right to maintain at any time during the Term any pipes, sewers, drains, mains, ducts, conduits, gutters, watercourses, wires, cables, laser optical fibres, data or impulse transmission, communication or reception systems, channels, flues and other necessary conducting media for the provision of services or supplies including any fixings, louvres, cowls and any other ancillary apparatus for the benefit of any part of the Building or any other adjoining property of the Landlords, making good any damage caused by the exercise of the right to the reasonable satisfaction of the Tenant.

2-3

Access

2-3.1

Access to inspect etc

The right at reasonable times and on 48 hours prior written notice except in emergency to enter, or in emergency to break into and enter, the Premises

2-3.1.1

to inspect the condition and the state of repair of the Premises,

2-3.1.2

to inspect, clean, connect to, repair, remove, replace with others, alter or execute any works whatever to or in connection with the conduits, easements, supplies or services referred to in paragraphs 2-1 PASSAGE AND RUNNING THROUGH THE CONDUITS and 2-2 RIGHT TO CONSTRUCT CONDUITS,

2-3.1.3

to view the state and condition of, and repair and maintain and carry out work of any other kind to, the Building and any other buildings where such viewing or work would not otherwise be reasonably practicable,

2-3.1.4

to carry out work, but only where the works cannot otherwise reasonably be carried out, or for any other reasonable purpose comprised within the Landlord's obligations in this Sublease or in the Headlease or within the Head Landlord's obligations in the Headlease whether or not the Tenant is liable to make a contribution,

2-3.1.5

to take schedules or inventories of fixtures and other items to be yielded up at the end of the Term, and

2-3.1.6

to exercise any of the rights granted to the Landlord or the Head Landlord in this Sublease or to the Head Landlord in the Headlease.

2-3.1.7

at any time after the Tenant has sewed a Tenant Break Notice for the purposes of marketing the Premises including showing over potential occupiers.

2-3.1.8

for the purposes of access to the Landlord's Communications room shown hatched blue on the Plan in order to deliver equipment.

Provided That the person entering causing as little damage and inconvenience as reasonably possible making good as soon as practicable at its expense any damage caused by such entry to the reasonable satisfaction of the Tenant and where practicable complying with the Tenant's or any relevant sub-tenants' reasonable security and confidentiality requirements which have been previously notified to the Landlord

2-3.2

Access on renewal or rent review

The right to enter the Premises with the Surveyor and the third party determining the Rent or the rent passing under the Headlease under any provisions for rent review contained in the Headlease at convenient hours during the business day and on reasonable prior notice written being not less than 72 hours to inspect and measure the Premises for all purposes. 2-3.3

2-3.3

Right to erect scaffolding

The right to erect scaffolding for the purpose of repairing or cleaning the Building or in connection with the exercise of any rights mentioned in this schedule or in the Headlease even though such scaffolding may temporarily restrict the access to or enjoyment of the Premises the person exercising such right taking all reasonable steps to minimise the extent of such restriction

2-5

Rights of support and shelter

The rights of light, air, support, shelter, protection and all other easements and rights at the date of this Sublease belonging to or enjoyed by other parts of the Building, any other buildings or any other adjoining property of the Landlord.

2-6

Right to erect new buildings

Full right and liberty at any time after the date of this Sublease

2-6.1

to alter, raise the height of, or rebuild the other parts of the Building or any other buildings, and

2-6.2

to erect any new buildings of any height on any adjoining property of the Landlord in any manner as the Landlord or the Head Landlord reasonably thinks fit even if doing so may temporarily obstruct, affect, or interfere with the amenity of or access to the Premises or the passage of light and air to the Premises.

3-1

Use

3-1.1

Use as offices

The Tenant must not use the Premises for any purpose other than as high class offices within paragraph(a) of Class B1 (Business) of The Town and Country Planning (Use Classes) Order 1987 nor as a betting office, travel agency, estate agency whose business involves direct access from members of the public or employment agency or government offices involving direct access from members of the public.

3-1.3

The Tenant must not leave the Premises continuously unoccupied for more than 1 month without notifying the Landlord and the Head Landlord and providing such caretaking or security arrangements for the protection of the Premises as the Landlord and the Head Landlord reasonably require and the insurers or underwriters require.

3-1.4

The Tenant must not discharge into any of the Conduits or the Adjoining Conduits any noxious or deleterious matter or any other substance that might cause an obstruction in or danger or injury to the Conduits or the Adjoining Conduits or be or become a source of obstruction, danger or injury, and in the event of any such obstruction, danger or injury the Tenant must forthwith make good any physical damage to the reasonable satisfaction of the Surveyor.

3-1.5

The Tenant must not play or use in the Premises any musical instrument, audio or other equipment or apparatus that produces sound that may be heard outside the Premises.

3-2

3-2.1

The Tenant must not bring onto or permit to remain on the Premises any safes, machinery, goods or other articles that will or may strain or damage the Premises or any part of them.

3-2.2

The Tenant must not without the consent of the Landlord and the Head Landlord suspend anything from any ceiling on the Premises.

If the Tenant applies for the Landlord's consent under paragraph 3-2.2 PROTECTION OF CEILINGS the Landlord and the Head Landlord may consult any engineer or other person in relation to the ceiling loading proposed by the Tenant, and the Tenant must repay the reasonable and proper fees of the engineer or other person to the Landlord and the Head Landlord within 14 days of written demand.

3-3

Common Parts

3-3.1

Care of the Common Parts

The Tenant must not cause the Common Parts to become untidy or dirty.

3-3.2

Display of goods outside

The Tenant must not display or deposit anything whatsoever outside the Premises for display or sale or for any other purpose, or cause any obstruction of the Common Parts.

3-4

Machinery

3-4.1

Noisy machinery

The Tenant must not install or use in or upon the Premises any machinery or apparatus other than usual office machinery that will cause noise or vibration that can be heard or felt in nearby premises or outside the Premises or that may cause damage.

3-4.2

Operation

The Tenant must ensure by directions to his staff and otherwise that the Machinery is properly operated.

3-5

Heating, cooling and ventilation

3-5.1

Interference and additional loading

Subject to the provisions of clause 3.5.6 the Tenant must not do anything that interferes with the heating, cooling or ventilation or air conditioning of the Common Parts or that imposes an additional load on any heating, cooling or ventilation or air conditioning plant and equipment in the Building.

3-6

Regulations

The Tenant must comply with all reasonable regulations made by the Landlord and the Head Landlord from time to time for the management of the Building and notified to the Tenant in writing.

SCHEDULE 5: THE AUTHORISED GUARANTEE AGREEMENT

1

DEFINITIONS AND INTERPRETATION

For all purposes of this Guarantee the terms defined in this clause have the meanings specified.

1.1

'the Assignee'

'the Assignee' means (insert name of incoming tenant) [Company Registration no ...].

1.2

Gender and number

Words importing one gender include all other genders: words importing the singular include the plural and vice versa.

1.3

Headings

The clause headings do not form part of this document and are not to be taken into account in its construction or interpretation.

1.4

Interpretation of 'this Guarantee'

Unless expressly stated to the contrary, the expression 'this Guarantee' includes any document supplemental to or collateral with this document or entered into in accordance with this document.

1.5

Joint and several liability

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

1.6

'the Lease'

1.6.1

Definition

'The Lease' means a sublease of the Premises dated (date of lease) and made between (1) [the Landlord (or as appropriate) (name of original landlord)] and (2) [the Guarantor (or as appropriate) (name of original tenant)] for the Term.

1.6.2

Interpretation

The term 'the Lease' includes all or any deeds and documents supplemental to the Lease whether or not expressed to be so.

1.7

'the Liability Period'

'the Liability Period' means the period during which the Assignee is bound by the tenant covenants of the Lease.

1.8

'the 1995 Act'

'the 1995 Act' means the Landlord and Tenant (Covenants) ▇▇▇ ▇▇▇▇ and all statutes, regulations and orders included by virtue of clause 1.11 REFERENCES TO STATUTES.

1.9

'the Premises'

'the Premises' means all that offices forming part of the ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ WIU 8AN.

1.10

References to clauses

Any reference in this Guarantee to a clause without further designation is to be construed as a reference to the clause of this document so numbered.

1.11

References to statutes

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

1.12

'the Term'

'the Term' means 2 years commencing on and including the date of the Lease.

1.13

Terms from the 1995 Act

'tenant covenants' and 'authorised guarantee agreement' have the same meaning as is given by the 1995 Act Section 28(1).

2

RECITALS

2.1

The Lease

This Guarantee is supplemental to the Lease by which the Premises were let for the Term subject to the payment of the rents reserved by and the performance and observance of the covenants on the tenant's part and the conditions contained in the Lease.

2.2

Devolution of title

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

2.3

Consent required

By clause 3.9 of the Lease, the Landlord's consent to an assignment of the Lease is required.

2.4

Agreement to consent

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

2.5

Effective time

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

2.6

Authorised guarantee agreement

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

3

THE GUARANTOR'S COVENANTS

3.1

Nature and duration

The Guarantor's covenants with the Landlord are given as sole or principal debtor or covenantor with the landlord for the time being under the Lease and with all his successors in title without the need for any express assignment and the Guarantor's obligations to the Landlord will last throughout the Liability Period.

3.2

The covenants

The Guarantor covenants with the Landlord to observe and perform the requirements of this clause

3.2.1

Payment of rent and performance of the Lease

The Assignee must punctually pay the rents reserved by the Lease (including any VAT chargeable) and observe and perform the tenant covenants of the Lease throughout the Liability Period, and if the Assignee should fail to do so, the Guarantor must pay the rents and observe and perform the tenant covenants in respect of which the Assignee is in default.

3.2.2

Indemnity

The Guarantor must make good to the Landlord on demand, and indemnify the Landlord against, all liabilities, damages or losses, awards of damages or compensation, penalties, costs, disbursements and expenses properly arising from any claim, demand, action or proceedings resulting from any failure of the Assignee to pay the rents reserved by the Lease or observe and perform the tenant covenants of the Lease during the Liability Period.

3.2.3

New lease following disclaimer

If, at any time during the Liability Period, any trustee in bankruptcy or liquidator of the Assignee disclaims the Lease, the Guarantor must, if so required by notice served by the Landlord within 60 days of the Landlord being served with a notice, take from the Landlord forthwith a lease of the Premises for the residue of the Term as at the date of the disclaimer, at the rents then payable under the Lease and subject to the same covenants and terms as in the Lease the new lease to commence on the date of the disclaimer. The Guarantor must pay the reasonable and proper costs of the new lease and VAT charged thereon, except where such VAT is recoverable or available for set-off by the Landlord as input tax, and execute and deliver to the Landlord a counterpart of the new lease.

3.2.4

Payments following disclaimer

If the Lease is disclaimed and the Landlord does not require the Guarantor to accept a new lease of the Premises in accordance with clause 3.2.3 NEW LEASE FOLLOWING DISCLAIMER, the Guarantor must pay to the Landlord on demand an amount equal to the difference between any money received by the Landlord for the use or occupation of the Premises and the rents reserved by the Lease in both cases for the period commencing with the date of the disclaimer and ending on whichever is the earlier of the date 6 months after the disclaimer, the date, if any, upon which the Premises are relet, and the end of the Term.

3.2.5