Consent for Subleasing of Commercial Premises

LANDLORD CONSENT TO SUBLET PREMISES

This Consent to Sublease ("Consent") is entered into on this date, ________, by the following parties:

1. PARTIES

Party 1

________, a company incorporated and registered in England and Wales with Company Number ________ whose registered office is at:

________ (Original Landlord).

Party 2

________, a company incorporated and registered in England and Wales with Company Number ________ whose registered office is at:

________ (Tenant or Sublandlord).

Party 3

________, a company incorporated and registered in England and Wales with Company Number ________ whose registered office is at:

________ (Subtenant).

2. BACKGROUND

(a). The Original Landlord is the owner and landlord of the commercial property located:

________ (the "Premises").

(b). The Tenant and the Original Landlord entered a lease over the Premises on ________ (the "Original Lease") under which the Original Landlord leased to the Tenant, the Premises described as:

________

(c). The Tenant and the Subtenant have entered a sublease agreement (the "Sublease") on ________, by which the Tenant has agreed to sublease the entirety of the Premises, marked red in the map attached, to the Subtenant (the "Subleased Premises").

(d). The Tenant has asked for the Original Landlord's consent to the subletting of the Subleased Premises to the Subtenant by the provisions of the Sublease.

(e). The Original Landlord has agreed to the subletting based on the terms and conditions of this Consent.

3. AGREED TERMS

(a). Consent to Subletting.

The Original Landlord consents to the Tenant's subleasing of the Subleased Premises to the Subtenant under the terms and conditions contained in this Consent and by the terms and conditions of the Sublease.

This Consent is subject to the satisfaction of the conditions in the clause Conditions to Consent to Sublease, and any other conditions provided in this Consent.

A valid copy of the Sublease is attached to this Consent.

(b). The Sublease is Wholly Subject to the Original Lease.

The Original Lease shall always take precedence over the Sublease, and the Sublease will be subject to it.

If a conflict between the provisions of the Original Lease and the provisions of the Sublease arises, then the provisions of the Original Lease shall prevail and be relied on.

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(d). The extent of and Limit to Consent.

This Consent is strictly limited to the Tenant's subletting of the Subleased Premises to the Subtenant under the Sublease.

Where other matters outside the Sublease but relating to the Premises are considered, the Landlord shall have the right to grant or withhold consent concerning such matters in the Original Lease. These matters may include, but are not limited to:

(I). proposed alterations to the Premises;

(II). proposed alterations to the Subleased Premises;

(III). proposed improvements to the Premises;

(IV). proposed improvements to the Subleased Premises;

(V). Assignment of the Original Lease;

(VI). Assignment of the Sublease;

(VII). Modifications to the Original Lease (e.g. extension of the term, expanding the Premises, shortening the term etc);

(VIII). Modifications to the Sublease (e.g. extension of the term, expanding the Subleased Premises, shortening the term etc); or

(IX). any further subletting by either the Tenant or the Subtenant.

(e). Termination of Original Lease.

In the event that the Original Lease is, for any reason, terminated or expires prior to the expiration or termination of the Sublease, the Sublease shall be automatically and simultaneously terminated.

(f). Notices.

The Tenant and the Subtenant agree to copy the Original Landlord, at the same time, on any notices between the Tenant and the Subtenant.

Any notices to be sent to the Original Landlord shall be sent to the Original Landlord's address at:

________.

(g). Original Landlord's Fees.

The Tenant is required to pay, upon demand, all of the Original Landlord's costs associated with the creation of the Sublease, as stipulated in the Original Lease.

If there is no fee specified in the Original Lease, then the Tenant shall pay the Original Landlord's fees and expenses (including, but not limited to, the Original Landlord's reasonable solicitors' fees and expenses) that are incurred in relation to the Original Landlord's review, negotiation, and processing of all information and documents relating to the Sublease or Subtenant.

(h). No Further Variations.

Except where the Original Landlord gives prior written consent, the Tenant and the Subtenant agree not to amend, modify, supplement or vary the Sublease. The Original Landlord has the sole and absolute discretion to give or withhold its consent. Except as expressly provided in this Consent, this Consent does not grant any third-party beneficiary rights to or upon the Subtenant.

(i). Conditions to Consent to Sublease.

The Sublease and this Consent shall only become valid, and the Subtenant shall only take possession of the Subleased Premises, upon the following conditions being fulfilled:

(I). The Original Landlord must receive an original, executed counterpart of the Sublease Agreement.

(II). The Original Landlord must receive a certificate of the Subtenant's insurance, in the form stipulated and required by the Sublease.

(III). Payment of £________ (________) to the Original Landlord as required under clause ________ of the Original Lease.

(IV). Payment of £________ (________) to the Original Landlord's solicitors, in the person of ________, representing the Original Landlord's legal costs under clause ________ of the Original Lease.

If the conditions of this section have not been satisfied within ________ days of the signing of this Consent, which shall include the day of the signing of this Consent, then this Consent shall be deemed void and retracted, and shall have no further force or effect.

(j). Entire Agreement.

This Consent represents the entire agreement among the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances, and understandings among them, whether written or oral, relating to its subject matter.

(k). Capitalised Terms.

All capitalised terms that have not been defined in this document shall bear the meaning that they have been assigned in the Original Lease.

(l). Jurisdiction.

This Consent shall be governed by the laws of England and Wales and any conflict arising concerning the terms and conditions contained herein shall be decided by a court sitting in England and Wales.

(m). Severance.

If any provision or part-provision of this Consent is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Consent.

If any provision or part-provision of this Consent is deemed deleted under this Clause, the parties shall negotiate in good faith to agree to a replacement provision, that to the greatest extent possible, achieved the intended result of the original provision.

(n). Counterparts.

This Consent shall be executed in counterparts, with each copy being deemed as an original, but all of which together shall be deemed to be a single agreement. A signed copy of this Consent delivered by email shall be deemed to have the same legal effect as delivery of an original signed copy of this Consent.

Notwithstanding the foregoing, each Party to this Consent shall deliver the original counterpart signature to the other Parties no later than ________ days after the date or signing of this Consent.

Executed as a deed on ________, by the Parties:

Original Landlord:

________, ________

______________________

________, ________

______________________

Tenant:

________, ________

______________________

________, ________

______________________

Subtenant:

________, ________

_____________________

________, ________

_____________________