Dated 1- May 2014

LICENCEto

carry out works at

premises at Ground Floor Shop, 55/61Kensington High Street London

Enduring Partnerships 10 GP1 Limited (In Receivership) (1 )

Enduring Partnerships 10 GP2 Limited (In Receivership)

and

I Smash Ken High Limited

and (2)

Matthew Heath Samuel-Camps

Julian Francis Walker and

Geoffrey Trevor Fallon (3)

Ref: EG02Burges Salmon LLPwww.burges-salmon.comTel: +44 (0)117 939 2000Fax: +44 (0)117 902 4400

............

............vvvvvv BURGESSALMON

Clause

CONTENTS

Heading Page

1 INTERPRETATION.. ............................. ........................................................................... 1

2 GRANT OF LiCENCE.......................................................................................................3

3 TENANT'S COVENANTS.......................................................................................... ....... 3

4 REINSTATEMENT.......... .................................... .............................................................5

5 THE CDM REGULATIONS...............................................................................................5

6 NO WARRANTY AS TO SUITABILITY OF WORKS........................................................ 6

7 COMPLETION AND INSURANCE ...................................................................................7

8 LANDLORD'S COSTS.............. ....................... ......... ............................................ ............7

9 REINT ATEMENT .................................... .............................................................. ............8

10 MISCELLANEOUS ...........................................................................................................8

11 CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999 ..............................................8

12 PROPER LAW ..................................................................................................................8

13 ENERGY PERFORMANCE CERTIFICATE..................................................................... 8

14 LIMITATIONS ON LIABILITY ...........................................................................................9

Schedule 1 - Details of Works ..................................................................................................... 10

DATE OF THIS DEED:

Landlord's Title No.

Tenant's Title No.

"Landlord"

"Tenant"

"Receivers"

"Premises"

"Lease"

"Drawings"

PARTICULARS

l MOY c2014

422387 and 324162

None

Enduring Partnerships 10 GP1 Limited (In Receivership) and

Enduring Partnerships 10 GP2 Limited (In Receivership) (both

registered in Gibraltar) both of whose registered office is at 57-63

Line Wall Road Gibraltar both care of Vail Williams LLP Meridian

House 7 Ocean Way Ocean Village Southampton S014 3T J

I Smash Ken High Limited (Company Number 08936095) of 3rd

Floor, 91-93 Buckingham Palace Road, London, SW1W ORP

Matthew Heath Samuel-Camps Julian Francis Walker and

Geoffrey Trevor Fallon all of Vail Williams LLP Meridian House 7

Ocean Way Ocean Village Southampton S014 3T J

The premises demised by the Lease and known as Ground Floor

Shop 55-61 Kensington High Street London

A lease dated l M 0 ~ J- 0 i 4- made between

(1) the Landlord (2) the Tenant and the Receivers which

expression includes any guarantee and any other deeds and

documents relating supplemental or ancillary to or varying that

lease

The drawings reference Ground Floor Plan, 55 Kensington High

Street (and accompanying specifications), dated June 2012

relating to the Ground Floor Shop annexed to this deed

"Works" The works described by the Drawings

"Works Completion Date" 6 months from the date hereof

"Landlord's EPC" An EPC relating to the Premises and dated 30 April 2012 under

reference number 0199-2148-8240-3400-9203

THIS DEED is made on the date set out in the Particulars

BETWEEN:

(1) the Landlord;

(2) the Tenant, and

(3) the Receivers

RECITALS

(A) This licence is supplemental and collateral to the Lease.

(B) The Landlord is entitled to the immediate reversion to the Lease.

(C) The residue of the Term is vested in the Tenant.

(D) The Tenant intends to carry out the Works and, under the terms of the Lease, requiresthe consent of the Landlord to do so.

(E) The Receivers were appointed as the Receivers of the Premises on 18 September

2009 pursuant to powers contained in the Charge

WITNESSES as follows:

1 INTERPRETATION

1.1 The Particulars shall form part of this deed and all terms defined in the Particulars bear

the meanings stated

1.2 In this Deed unless the context otherwise requires:

(a) the expression "the Landlord" shall include reference to the person entitled forthe time being to the immediate reversion of the Lease and references to the

"Tenant" include a reference to its successors in title and assigns

(b) words importing persons include firms companies and corporations and vice

versa and a reference to one gender shall include a reference to the other

genders

(c) The expression tenant covenant has the meaning given to it by the Landlord

and Tenant (Covenants) Act 1995

(d) any reference to any statute (whether or not specifically named) shall include

any statutory modification or re-enactment of it for the time being in force and

any order instrument plan regulation permission and direction made or issued

under it or under any statute replaced by it or deriving validity from it

WORK\21027133\v.3 17482.169

(e) where any warranty is given or obligation is undertaken by two or more persons

jointly those persons shall be jointly and severally liable in respect of that

warranty or obligation and where any warranty is given or obligation is

undertaken for the benefit of two or more persons jointly those persons shall be

jointly and severally entitled to that benefit

(f) any obligation on any party to this Deed not to do or omit to do anything shall

be deemed to include an obligation not to allow that thing to be done or omitted

to be done by any person under its control

(g) Any phrase introduced by the terms including, include, in particular or anysimilar expression shall be construed as illustrative and shall not limit the sense

of the words preceding those terms

(h) the headings in this Deed shall not affect the interpretation

(i) A person who is not a party to this licence shall not have any rights under theContracts (Rights of Third Parties) Act 1999 to enforce any term of this licence

1.3 In this Deed unless the context otherwise requires:

(a) "Authority" means any statutory public local or other competent authority orany court of law or any government department or any of them or any of their

duly authorised officers

(b) "CDM Regulations" means the Construction (Design and Management)Regulations 2007

(c) "Charge" means a legal charge dated 13 December 2006 made between

Enduring Partnerships 1 0 GP1 Limited and Enduring Partnerships 10 GP2

Limited (1) and The Co-operative Bank plc (formerly Britannia Building Society)

(2)

(d) "Enactment" means any Act of Parliament or any European Union law

regulation or directive or any other law effective in England and Wales (in each

case existing and future)

(e) "EPC" means an energy performance certificate and recommendation report as

defined in the Energy Performance of Buildings (Certificate and Inspections)

(England and Wales) Regulations 2007 (SI 991 of 2007)

(f) "Health and Safety File" has the meaning given to it by the CDM Regulations

(g) "Legal Obligation" means any obligation from time to time created or

recognised by any Enactment or Authority which relates to the Premises or their

WORK\21027133\v.3 2 17482.169

use and includes without limitation obligations imposed as a condition of any

Necessary Consents

(h) "Necessary Consents" means planning permission and all other consentslicences permissions and approvals whether of a public or private nature which

are necessary for the carrying out and completion of the Works

(i) "Reinstate" means to reinstate and make good the Premises and restore them

to their plan and design prior to the commencement of the Works (and any

other works which are also being Reinstated) and "Reinstatement" shall be

construed accordingly

2 GRANT OF LICENCE

2.1 In consideration of the obligations on the Tenant in this licence, the Landlord grants to

the Tenant licence to carry out the Works in accordance with this deed

2.2 This consent will cease to be valid if the Works have not been started (in accordance

with the terms of this licence) within three months from (and including) the date of this

licence. If this consent ceases to be valid, all the terms of this licence except clause...

will remain in force.

2.3 This consent does not obviate the need for the consent of any person other than the

Landlord that may be required to carry out the Works

3 TENANT'S COVENANTS

3.1 The Tenant covenants with the Landlord as follows:

(a) before proceeding with any of the Works:

(i) to obtain Necessary Consents and supply copies to the Landlord;

(ii) provide details of the Works to the insurers of the Premises and obtain

their consent to carrying out the Work;

(iii) give the Landlord two full copies of the plans and specification for the

Works; and

(iv) notify the Landlord and the insurers of the Premises of the date it

intends to start carrying out the Works;

(b) to carry out and complete the Works to the reasonable satisfaction of the

Landlord in a good and workmanlike manner using only suitable good quality

materials with all due speed and in accordance with:

(i) the Drawings;

WORK\21027133\v.3 3 17482.169

(ii) Necessary Consents;

(iii) all Legal Obligations from time to time in force which affect such part of

the Works, and

(iv) the terms of this deed;

(c) in relation to the Works:

(i) to take such precautions at all times as the insurers of the Premises

may require and the Landlord may reasonably require for the protection

of any neighbouring property;

(ii) not to cause any nuisance or damage to the Landlord or the owners

tenants or occupiers of any neighbouring property;

(iii) to pay within 10 days of written demand the amount of any additional

insurance premiums payable in respect of the insurance of thePremises or of any neighbouring property due as a result of the Works;

and

(iv) to permit the Landlord and those properly authorised by it to have

access at all reasonable times to the Premises to inspect the progress

of the Works;

(d) if the Landlord reasonably requires to use reasonable endeavours to procure

for the Landlord a royalty-free irrevocable and freely assignable licence to use

and re-produce the Drawings and all other documents prepared for the Works

or incorporated into the health and safety file for the Premises as a result of the

Works;

(e) in relation to the Works to comply with such regulations as the Landlord (acting

reasonably) shall from time to time notify to the Tenant in writing;

(f) to take all proper steps to ensure that carrying out the Works does not make

any of the following unsafe: the structure of the building of which the Premises

forms part, any plant or machinery at the building of which the Premises forms

part and any neighbouring land or building; and

(g) to make good, to the reasonable satisfaction of the Landlord, any damage

(including decorative damage) to any land or building or any plant andmachinery (other than the Premises) which is caused by carrying out the

Works.

3.2 The Tenant covenants to indemnify the Landlord against the consequences of:

WORK\21027133\v.3 4 17482.169

(a) any breach by the Tenant of any Necessary Consents which in the case of any

planning permissions will only apply to any planning permission implemented

by the Tenant

(b) any damage to the Premises or any other property or the death of or injury toany person occurring as a result of the carrying out of the Works

(c) any breach of its obligations in this deed

(d) all other losses costs claims or liability resulting from the carrying out or

existence of the Works

4 REINSTATEMENT

4.1 If the Works are not completed in accordance with this deed by the Works Completion

Date (or by such later date as the Landlord may agree in writing) the Tenant shall at the

Landlord's request either:

(a) forthwith Reinstate the Premises and shall not thereafter recommence the

Works or any of them; or

(b) pay to the Landlord on demand any further costs and disbursements of the

Landlord, its solicitors, surveyors or insurers in connection with the Works or

any removal of them and in the Landlord's reinstatement of the Premises or

making good any damage to any land or building, plant or machinery (other

than the Premises) which is caused by the carrying out of the Works or by the

removal of them or the reinstatement of the Premises

4.2 The provisions of clauses 3 and 5 to 9 (inclusive) shall apply mutatis mutandis to any

Reinstatement by the Tenant and reference to "Works" in those clauses shall include

(where appropriate) any Reinstatement

5 THE CDM REGULATIONS

5.1 Where the CDM Regulations apply, before starting the Works the Tenant shall:

(a) make a written election that it is to be treated as the only client in respect of theWorks for the purposes of the CDM Regulations; and

(b) give a copy of the election to the Landlord

5.2 To the extent that the Landlord may be a client for the purposes of the CDMRegulations in relation to the Works the Landlord agrees to the written election by the

Tenant

5.3 The Tenant shall:

WORK\21027133\v.3 5 17482.169

(a) comply with its obligations as a client for the purposes of the CDM Regulations;

(b) ensure that the CDM co-ordinator and the principal contractor and any other

duty holders that it appoints in relation to the Works comply with their respective

obligations under the CDM Regulations; and

(c) liaise with the CDM co-ordinator to enable the CDM co-ordinator to assist the

Tenant in performing the Tenant's duties as client under the CDM Regulations

5.4 At completion of the construction phase of the Works the Tenant shall:

(a) ensure that the CDM co-ordinator gives the Landlord all documents relating to

the Works that are required under the CDM Regulations to be kept in the health

and safety file for the Premises; and

(b) ensure that the CDM co-ordinator checks that the documents are kept in the

health and safety file or that the CDM co-ordinator updates the health and

safety file for the Premises

5.5 The Tenant will ensure that all existing Health and Safety Files the contents of which

will or may be affected by the Works are reviewed, supplemented and updated by a

competent person to take account of the Works. On completion of the Works the

Tenant will deliver to the Landlord any supplemented or updated Health and Safety

Files

5.6 The Landlord shall co-operate with the CDM co-ordinator to the extent necessary to

allow the CDM co-ordinator either to check that the documents relating to the Works are

kept in the health and safety file for the Premises or to update the health and safety file

for the Premises

6 NO WARRANTY AS TO SUITABILITY OF WORKS

6.1 The licence granted by this deed does not constitute any representation or warranty by

or on behalf of the Landlord that the Works their design or any of the materials used in

them are structurally sound or suitable to be carried out on the Premises or that the

Works will be compatible with the services provided to the Premises or that the Works

can lawfully be carried out on the Premises

6.2 The Tenant acknowledges that it is not relying on, and will have no remedy in respect

of, any representation that may have been made by or on behalf of the Landlord before

the date of this licence

6.3 If the terms of any planning permission, licence or consent (other than this licence)

obtained for the Works, require any other works to be carried out (whether to the

Property or to any other land or building) the Tenant must carry out such other works

WORK\21027133\v.3 6 17482.169

within any time limit imposed by such permission, licence or consent and in any event

before the end of the Term

7 COMPLETION AND INSURANCE

7.1 The Tenant covenants with the Landlord as follows:

(a) When the Works have been completed forthwith:

(i) to give written notice to the Landlord of the completion of the Works

and allow the Landlord to inspect the Works

(ii) to remove from the Premises all plant and equipment used in carrying

out the Works and any unused materials and make good all damage to

the Premises arising from the Works

(iii) to notify the Landlord of the value of the Works for insurance purposes

(iv) to provide the Landlord with two copies of "as built" drawings showing

the Works and copies of Necessary Consents

(b) During the carrying out of the Works to procure insurance of the Works and any

plant equipment and loose material in their full reinstatement value against

damage or destruction by any risks reasonably required by the Landlord with

insurers approved by the Landlord and on terms that the interest of the

Landlord is noted by the insurer

(c) If the Works are damaged or destroyed to reinstate them in accordance with

this deed and to procure that all insurance monies received in relation to such

damage or destruction are applied towards their reinstatement and to make up

any shortfall between insurance monies so received and the actual cost of any

reinstatement

(d) In addition to insurance of the Works under clause 7.1(b) to insure in joint

names of the Landlord and the Tenant against all third party and employer's

liability arising in the course of or as a result of the carrying out of the Works in

a sum equal to or in excess of £5,000,000 for each claim

7.2 The Landlord shall not be obliged to insure the Works unless and until they have been

completed in accordance with this deed and notice of the insurance value of the Works

has been served under clause 7.1(a)(iii)

8 LANDLORD'S COSTS

8.1 The Tenant is not required to contribute to the Landlord's solicitor's legal fee inconnection with the preparation of this deed

WORK\21027133\v.3 7 17482.169

9 REINSTATEMENT

9.1 Unless or to the extent that the Landlord directs the Tenant in writing not to do so, the

Tenant must at the end of the term of the Lease reinstate the Property to the same state

and condition as if the Works had not been done. This must be done to the reasonable

satisfaction of the Landlord and shall be done at the end of the Lease or immediately

after this licence ends

10 MISCELLANEOUS

10.1 The licence granted by this deed is restricted to the Works and all of the covenants and

conditions contained in the Lease (as varied by this deed) shall remain in full force and

effect

10.2 Any effect on the rental value of the Premises arising in connection with the Works will

be disregarded on any rent review under the Lease

10.3 All the obligations on the part of the Tenant in this deed shall be incorporated into the

Lease and the terms and conditions of the Lease (as varied by this Deed) shall apply to

the Premises as altered pursuant to this deed and the power of re-entry contained in the

Lease shall be construed and have effect accordingly

10.4 No approval inspection or testing of the Works by or on behalf of the Landlord shall in

any way relieve the Tenant from its obligations under this deed

11 CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

11.1 The parties do not intend that any term of this deed should be enforceable by any third

party as provided by the Contracts (Rights of Third Parties) Act 1999 but any third party

right which exists or is available independently of that Act is preserved

12 PROPER LAW

12.1 This deed shall be governed by and construed in accordance with English Law and the

parties submit to the jurisdiction of the English Courts

13 ENERGY PERFORMANCE CERTIFICATE

13.1 The Tenant will comply with any Legal Obligation to procure an EPC in relation to the

Premises as a result of carrying out the Works unless the Works invalidate or otherwise

materially adversely affect the Landlord's EPC (if any) or any other valid EPC of all or

part of the Premises or the Building in which case the Tenant shall (at the request and

direction of the Landlord) either:

(a) obtain a new EPC to replace the one affected (using an assessor nominated by

the Landlord); or

WORK\21027133\v.3 8 17482.169

(b) indemnify the Landlord in respect of all costs incurred by the Landlord in

obtaining a new EPC to replace the one affected

13.2 The Tenant will supply to the Landlord (without charge):

(a) a copy of any EPC procured by the Tenant in respect of the Premises (or any

part of them) in compliance with clause 13.1 or otherwise as a result of the

Works within 14 days of it being issued; and

(b) the data and specifications used to produce that EPC including floor plans of

the Premises or relevant part

14 LIMITATIONS ON LIABILITY

The provisions of this clause apply for so long as the Receiver remains agent of the Landlord

14.1 The parties agree that the terms of this Licence are fair and reasonable in the context of

the Landlord being in receivership

14.2 The Receivers act pursuant to powers contained in the Charge and neither theReceivers nor any person acting on their behalf will incur any personal liability by virtue

of this Licence or any related matters

14.3 The Receivers entered into this Lease solely for the purpose of obtaining the benefit of

the provisions of this Licence that are in favour of the Receivers

14.4 Any document entered into pursuant to this Licence shall include a declaration in similar

terms to the declarations in clause 14.2 and 14.3

THIS DEED has been executed and is delivered on the date stated in the Particulars

WORK\21027133\v.3 9 17482.169

Schedule 1

Details of Works

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SIGNED by MATTHEW HEATH

SAMUEL-CAMPS for and on behalf

of ENDURING PARTNERSHIPS 10 GP1

LIMITED (In Receivership) and r'

ENDURING PARTNERSHIPS 10 GP2

LIMITED (In Receivership) as its agent

and without personal liability

In the presence of:-

Signature of Witness

Name (in BLOCK CAPITALS)

Address

SIGNED by MATTHEW HEATH

SAMUEL-CAMPS for and on behalf of

himself and JULlAN FRANCIS WALKER

and GEOFFREY TREVOR FALLON

without personal liability and solely for

the purpose of obtaining the benefit of e

provisions in this Lease

In the presence of:-

Signature of Witness

Name (in BLOCK CAPITALS)

Address

WORK\21027133\v.3

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12 17482.169

EXECUTED as a DEED by

I SMASH KEN HIGH LIMITED acting by a director

in the presence of:-

Director

Signature of Witness

Name of Witness (in BLOCK capitals)

Address

WORK\21027133\v.3 13 17482.169