Lease

(1)  

Quentin King of Unit 8, E Plan Industrial Estate, New Road, Newhaven, East Sussex, BN9 0EH, United Kingdom ( Landlord ).

(2)  

Clean Power Technologies Limited, a company incorporated and registered in England and Wales with company number 05812360, whose registered office is at Wiston House, 1 Wiston Avenue, Worthing, West Sussex, BN14 7QL ( Tenant ).

1.  

Interpretation

1.1  

The definitions and rules of interpretation set out in this clause 1.1 apply to this lease.

(a)  

the Property, other than any plate glass, for its full reinstatement cost (taking inflation of building costs into account) against loss or damage by or in consequence of the Insured Risks, including costs of demolition, site clearance, site protection and shoring-up, professionals' and statutory fees and incidental expenses, the cost of any work which may be required under any law and VAT in respect of all those costs, fees and expenses;

(b)  

loss of Annual Rent of the Property for five years; and

(c)  

any insurance premium tax payable on the above.

1.2  

A reference to this lease , except a reference to the date of this lease or to the grant of the lease, is a reference to this deed and any deed, licence, consent, approval or other instrument supplemental to it.

1.3  

A reference to the Landlord includes a reference to the person entitled to the immediate reversion to this lease. A reference to the Tenant includes a reference to its successors in title and assigns. A reference to a guarantor is to any guarantor of the tenant covenants of this lease including a guarantor who has entered into an authorised guarantee agreement.

1.4  

In relation to any payment, a reference to a fair proportion is to a fair proportion of the total amount payable, determined conclusively (except as to questions of law) by the Landlord.

1.5  

The expressions landlord covenant and tenant covenant each has the meaning given to it by the Landlord and Tenant (Covenants) Act 1995.

1.6  

Unless the context otherwise requires, a reference to the Property is to the whole and any part of it.

1.7  

A reference to the term is to the Contractual Term and any agreed or statutory continuation of this lease.

1.8  

A reference to the end of the term is to the end of the term however it ends.

1.9  

References to the perpetuity period are to the period of 80 years from the commencement of the term and that period is the perpetuity period for the purposes of section 1 of the Perpetuities and Accumulations Act 1964.

1.10  

References to the consent of the Landlord are to the consent of the Landlord given in accordance with clause 40.4 and references to the approval of the Landlord are to the approval of the Landlord given in accordance with clause 40.5.

1.11  

A Working Day is any day which is not a Saturday, a Sunday, a bank holiday or a public holiday in England.

1.12  

Unless otherwise specified, a reference to a particular law is a reference to it as it is in force for the time being, taking account of any amendment, extension, application or re-enactment and includes any subordinate laws for the time being in force made under it and all orders, notices, codes of practice and guidance made under it.

1.13  

A reference to laws in general is to all local, national and directly applicable supra-national laws in force for the time being, taking account of any amendment, extension, application or re-enactment and includes any subordinate laws for the time being in force made under them and all orders, notices, codes of practice and guidance made under them.

1.14  

Any obligation in this lease on the Tenant not to do something includes an obligation not to agree to or suffer that thing to be done and an obligation to use best endeavours to prevent that thing being done by another person.

1.15  

Unless the context otherwise requires, where the words include(s) or including are used in this lease, they are deemed to have the words "without limitation" following them.

1.16  

A person includes a corporate or unincorporated body.

1.17  

References to writing or written do not include faxes or email.

1.18  

Except where a contrary intention appears, a reference to a clause or schedule, is a reference to a clause of, or schedule to, this lease and a reference in a schedule to a paragraph is to a paragraph of that schedule.

1.19  

Clause, schedule and paragraph headings do not affect the interpretation of this lease.

2.  

Grant

2.1  

The Landlord lets the Property to the Tenant for the Contractual Term.

2.2  

The grant is made together with the ancillary rights set out in clause 3, excepting and reserving to the Landlord the rights set out in clause 4 , and subject to the Third Party Rights.

2.3  

The grant is made with the Tenant paying the following as rent to the Landlord:

(a)  

the Annual Rent and all VAT in respect of it;

(b)  

the Insurance Rent and all VAT in respect of it;

(c)  

all interest payable under this lease; and

(d)  

all other sums due under this lease.

3.  

Ancillary rights

4.  

Rights excepted and reserved

4.1  

The following rights are excepted and reserved from this lease to the Landlord for the benefit of the Landlord's Neighbouring Property and to the extent possible for the

(a)  

rights of light, air, support and protection to the extent those rights are capable of being enjoyed at any time during the term;

(b)  

the right to use and to connect into Service Media at the Property which are in existence at the date of this lease or which are installed or constructed during the period of 80 years from the commencement of the term (and that period is the perpetuity period for the purposes of section 1 of the Perpetuities and Accumulations Act 1964);

(c)  

at any time during the term, the full and free right to develop the Landlord's Neighbouring Property and any neighbouring or adjoining property in which the Landlord acquires an interest during the Contractual Term as the Landlord may think fit;

(d)  

the right to erect scaffolding at the Property and attach it to any building or structure on the Property in connection with any of the Reservations;

(e)  

the right to attach any structure, fixture or fitting to the boundary of the Property in connection with any of the Reservations; and

(f)  

the right to re-route any Service Media at or serving the Property or re-route any means of access to or egress from the Property,

4.2  

The Landlord reserves the right to enter the Property:

(a)  

to repair, maintain or replace any Service Media or structure relating to any of the Reservations; and

(b)  

for any other purpose mentioned in or connected with:

(i)  

this lease;

(ii)  

the Reservations; and

(iii)  

the interest of the Landlord in the Property.

4.3  

The Reservations may be exercised by the Landlord and by anyone else who is or becomes entitled to exercise them, and by anyone authorised by the Landlord.

4.4  

The Tenant shall allow all those entitled to exercise any right to enter the Property, to do so with their workers, contractors, agents and professional advisors, and to enter the Property at any reasonable time (whether or not during usual business hours) and, except in the case of an emergency, after having given reasonable written notice to the Tenant.

4.5  

No party exercising any of the Reservations, nor its workers, contractors, agents and professional advisors, shall be liable to the Tenant or to any undertenant or other occupier of or person at the Property for any loss, damage, injury, nuisance or inconvenience arising by reason of its exercising any of the Reservations except for:

(a)  

physical damage to the Property; or

(b)  

any loss, damage, injury, nuisance or inconvenience in relation to which the law prevents the Landlord from excluding liability.

5.  

Third party rights

5.1  

The Tenant shall comply with all obligations on the Landlord relating to the Third Party Rights (insofar as those obligations relate to the Property) and shall not do anything (even if otherwise permitted by this lease) that may interfere with any Third Party Right.

5.2  

The Tenant shall allow the Landlord and any other person authorised by the terms of the Third Party Right to enter the Property in accordance with its terms.

6.  

The Annual Rent

6.1  

The Tenant shall pay the Annual Rent and any VAT in respect of it by four equal instalments in advance on or before the Rent Payment Dates. The payments shall be made by banker's standing order or by any other method that the Landlord requires at any time by giving notice to the Tenant.

6.2  

The first instalment of the Annual Rent and any VAT in respect of it shall be made on the date of this lease and shall be the proportion, calculated on a daily basis, in respect of the period from the date of this lease until the day before the next Rent Payment Date.

7.  

Service Charge

7.1  

The Tenant shall pay the Service Charge and any VAT in respect of it within 7 days of written demand to the Landlord.

8.  

Insurance

8.1  

Subject to clause 8.2,  the Landlord shall keep the Property (other than any plate glass at the Property) insured against loss or damage by the Insured Risks for the sum which the Landlord considers to be its full reinstatement cost (taking inflation of building costs into account). The Landlord shall not be obliged to insure any part of the Property installed by the Tenant.

8.2  

The obligation of the Landlord to insure is subject to:

(a)  

any exclusions, limitations, excesses and conditions that may be imposed by the insurers;

(b)  

insurance being available in the London insurance market on reasonable terms acceptable to the Landlord; and

(c)  

in relation to Insured Risks resulting from an act of terrorism, the Landlord having (from time to time) extended its insurance cover to damage resulting from any such act.

8.3  

The Tenant shall pay to the Landlord on demand:

(a)  

the Insurance Rent;

(b)  

any amount that is deducted or disallowed by the insurers pursuant to any excess provision in the insurance policy; and

(c)  

any costs that the Landlord incurs in obtaining a valuation of the Property for insurance purposes.

8.4  

The Tenant shall:

(a)  

give the Landlord notice immediately any matter occurs that any insurer or underwriter may treat as material in deciding whether or on what terms to insure or to continue to insure the Property;

(b)  

not do or omit anything as a result of which any policy of insurance of the Property or any neighbouring property may become void or voidable or otherwise prejudiced, or the payment of any policy money may be withheld, nor (unless the Tenant has previously notified the Landlord and has paid any increased or additional premium) anything as a result of which any increased or additional insurance premium may become payable;

(c)  

comply at all times with the requirements and recommendations of the insurers relating to the Property;

(d)  

give the Landlord immediate notice of the occurrence of any damage or loss relating to the Property arising from an Insured Risks;

(e)  

not effect any insurance of the Property (except any plate glass at the Property), but if it becomes entitled to the benefit of any insurance proceeds in respect of the Property (other than in respect of plate glass) pay those proceeds or cause them to be paid to the Landlord; and

(f)  

pay the Landlord an amount equal to any insurance money that the insurers of the Property refuse to pay by reason of any act or omission of the Tenant

8.5  

The Landlord shall, subject to obtaining all necessary planning and other consents, use all insurance money received (other than for loss of rent) to repair the damage for which the money has been received or (as the case may be) in rebuilding the Property. The Landlord shall not be obliged to:

(a)  

provide accommodation identical in layout or design so long as accommodation reasonably equivalent to that previously at the Property is provided; or

(b)  

repair or rebuild if the Tenant has failed to pay any of the Insurance Rent; or

(c)  

repair or rebuild the Property after a notice has been served pursuant to clause 8.7.

8.6  

If the Property is damaged or destroyed by an Insured Risk so as to be unfit for occupation and use then, unless the policy of insurance of the Property has been vitiated in whole or in part in consequence of any act or omission of the Tenant, any undertenant or their respective workers, contractors or agents or any other person on the Property with the actual or implied authority of any of them, payment of the Annual Rent, or a fair proportion of it according to the nature and extent of the damage, shall be suspended until the Property has been reinstated and made fit for occupation and use, or until the end of five years from the date of damage or destruction, if sooner.

8.7  

If, following damage to or destruction of the Property, the Landlord considers that it is impossible or impractical to reinstate the Property, the Landlord may terminate this lease by giving 3 month's written notice to the Tenant. On giving notice this lease shall determine but this shall be without prejudice to any right or remedy of the Landlord in respect of any breach of tenant covenants of this lease. Any proceeds of the insurance (other than any insurance for plate glass) shall belong to the Landlord.

9.  

Rates and taxes

9.1  

The Tenant shall pay all present and future rates, taxes and other impositions payable in respect of the Property, its use and any works carried out there, other than:

(a)  

any taxes payable by the Landlord in connection with any dealing with or disposition of the reversion to this lease; or

(b)  

any taxes, other than VAT and insurance premium tax, payable by the Landlord by reason of the receipt of any of the rents due under this lease.

9.2  

If any rates, taxes or other impositions are payable in respect of the Property together with other property, the Tenant shall pay a fair proportion of the amount payable.

9.3  

The Tenant shall not make any proposal to alter the rateable value of the Property or that value as it appears on any draft rating list, without the approval of the Landlord.

9.4  

If, after the end of the term, the Landlord loses rating relief (or any similar relief or exemption) because it has been allowed to the Tenant, then the Tenant shall pay the Landlord an amount equal to the relief or exemption that the Landlord has lost.

10.  

Utilities

10.1  

The Tenant shall pay all costs in connection with the supply and removal of the Utilities directly to and from the Property.

10.2  

If any of those costs are payable in relation to the Property together with other property, the Tenant shall pay a fair proportion of all those costs.

10.3  

The Tenant shall comply with all laws and with any recommendations of the relevant suppliers relating to the use of those Utilities.

11.  

Common Items

11.1  

The Tenant shall pay the Landlord on demand a fair proportion of all costs payable for the maintenance, repair, and renewal of all Service Media, structures and other items used or capable of being used by the Property in common with other property.

11.2  

The Tenant shall comply with all reasonable regulations the Landlord may make from time to time in connection with the use of any of those Service Media, structures or other items.

12.  

VAT

12.1  

All sums payable by the Tenant are exclusive of any VAT that may be chargeable. The Tenant shall pay VAT in respect of all taxable supplies made to it in connection with this lease on the due date for making any payment or, if earlier, the date on which that supply is made for VAT purposes.

12.2  

Every obligation on the Tenant, under or in connection with this lease, to pay the Landlord or any other person any sum by way of a refund or indemnity, sh