Exhibit 4.25
dwf
MINUTE OF EXTENSION, VARIATION AND GRANT OF LEASE
between
THE TRUSTEES FOR THE ASHTENNE INDUSTRIAL FUND LIMITED PARTNERSHIP
and
LUMIRADX UK LIMITED
Subjects: Unit 3A Dumyat Business Park, Alloa
DWF LLP
No. 2 Lochrin Square 96 Fountainbridge Edinburgh EH3 9QA
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CONTENTS
THE SCHEDULE 7
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THIS MINUTE OF EXTENSION, VARIATION AND GRANT OF LEASE IS BETWEEN
a limited partnership registered under the Limited Partnerships Act 1907 (registered number LP007663) and having its principal place of business at 1 Bartholomew Lane, London, United Kingdom, EC2N 2AX and its successors and assignees (the "Landlord"); and
WHEREAS
IT IS CONTRACTED and AGREED between the Parties as follows:
In this deed:
"Effective Date" | 29 April 2022; |
"Extended Period" | the period from 3 May 2022 to and including 24 October 2032; |
"Existing Fit-out (Tenant Responsibility)" | any previous tenant's fit-out remaining on the New Premises following the Effective Date (including but without prejudice to the foregoing generality the previous tenant's fit-out within the areas bounded in red on the Specification) but excluding any previous tenant's fit-out within the areas bounded in yellow on the Specification; |
"Lease" | the lease between the Landlord and Alere Technologies Limited dated 27 January 2011 and registered in the Books of Council and Session on 7 February 2011 as subsequently varied and amended; |
"Original Lease Expiry Date" | 24 October 2030; |
"Parties" | the Landlord and the Tenant; |
"2019 Minute of Variation" | Means the minute of variation of the lease between the Landlord and the Tenant registered in the Books of Council and Session on 29 October 2019 |
"New Premises" | ALL and WHOLE the industrial unit known as and forming Unit 3B Dumyat Business Park, Alloa, being the subjects shown outlined in green on the Plan; |
"Original Premises" | ALL and WHOLE the industrial unit known as and forming Unit 3A Dumyat Business Park, Alloa, being the subjects more particularly described in Lease which subjects are shown outlined blue on the |
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| Plan, which subjects form part and portion of the subjects registered in the Land Register of Scotland under title number CLK13094; |
"Plan" | means the plan annexed and executed as relative to this deed; |
"Premises" | ALL and WHOLE the Original Premises and the New Premises; |
"Rent" | the rent payable in terms of the Lease, as hereby varied and/or amended; |
"Rent Review Date" | 3 May 2027; |
"Schedule" | The schedule annexed and executed as relative hereto; |
"Specification" | The drawing marked 'Specification' annexed and executed as relative to this deed. |
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With effect from the Effective Date, notwithstanding the date or dates hereof, the Lease will be extended and varied in accordance with the provisions of the Schedule.
Except as hereby expressly amended the Parties hereto confirm the whole terms and conditions of the Lease.
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Register of Scotland and in the Books of Council and Session and obtaining three extracts (one for the Tenant and two for the Landlord).
This Minute of Extension, Variation and Grant of Lease does not create any rights in favour of third parties under the Contract (Third Party Rights) (Scotland) Act 2017 to enforce or otherwise invoke any provision of this Agreement.
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The Parties consent to the registration of this Minute of Extension, Variation and Grant of Lease for preservation and execution:
IN WITNESS WHEREOF these presents consisting of this and the three preceding pages together with the Schedule annexed hereto are executed in counterpart as follows:
SUBSCRIBED for and on behalf of the said ASHTENNE INDUSTRIAL FUND NOMINEE N0.1 LIMITED by
.......................................................................(print full name)
Signature:
Director/ Authorised Signatory
at............................ (place of signing)
on ............................ (date of signing)
in the presence of this witness:
Witness Signature:
Full Name:
Address:
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SUBSCRIBED for and on behalf of the said ASHTENNE INDUSTRIAL FUND NOMINEE N0.2 LIMITED by
.......................................................................(print full name)
Signature:
Director/ Authorised Signatory
at............................ (place of signing)
on ............................ (date of signing)
in the presence of this witness:
Witness Signature:
Full Name:
Address:
SUBSCRIBED for and on behalf of the said LUMIRADX UK LIMITED by
Signature: /s/ P. Welch
in the presence of this witness:
Witness Signature:
Full Name:
THIS IS THE SCHEDULE REFERRED TO IN THE FOREGOING MINUTE OF EXTENSION, VARIATION AND GRANT OF LEASE BETWEEN (1) ASHTENNE INDUSTRIAL FUND NOMINEE NO.1 LIMITED AND ASHTENNE INDSUTRIAL FUND NOMINEE NO.2 LIMITED, TRUSTEES FOR THE ASHTENNE INDUSTRIAL FUND LIMITED PARTNERSHIP AND (2) LUMIRADX UK LIMITED
THE SCHEDULE
With effect from the Effective Date:
The subjects let under the Lease shall be varied such that, in addition to the Original Premises, they include the New Premises and for this purpose the Landlord does HEREBY GRANT a lease of the New Premises on the terms and conditions contained in the Lease and this Minute of Extension, Variation and Grant of Lease and that for the Extended Period only (notwithstanding any provision hereof to the contrary); all to the effect that with effect from the Effective Date the subjects let under the Lease shall be the Premises.
The Lease shall not terminate at the Original Lease Expiry Date and is renewed and extended for the Extended Period on the terms and conditions contained in the Lease and this Minute of Extension, Variation and Grant of Lease.
3.1
The Rent payable by the Tenant to the Landlord in respect of the period from 3 May 2022 until the Rent Review Date shall be ONE HUNDRED AND THIRTY FOUR THOUSAND POUNDS (£134,000) STERLING per annum exclusive of Value Added Tax payable thereon (and for the avoidance of any doubt exclusive of any service charge, insurance, business rates and other outgoings payable) from time to time and payable in the same manner in all respects as provided in the Lease (including without prejudice to the foregoing generality the obligation to pay interest in the event of late payment).
The Rent will be reviewed on the Rent Review Date in accordance with the terms of Clause 4 of the Minute of Variation and references to 25 October 2025 at clause 3.2 and 4.1 of the 2019 Minute of Variation shall be deleted and replaced with the Rent Review Date.
The words "25 October 2025" at line one of clause 2.2 of the 2019 Minute of Variation shall be deleted and replaced with "3 May 2027", to the effect that the Tenant shall not have a break option as at 25 October 2025 and shall instead have a break option as at 3 May 2027 only. The Tenant's break option as at 3 May 2027 shall be subject to payment by the Tenant to the Landlord of a break payment of TWENTY-THREE THOUSAND THREE HUNDRED AND THIRTY-THREE POUNDS AND FIFTY PENCE (£23,333.50) STERLING exclusive of VAT.
Notwithstanding any provision of the Lease and this Minute of Extension, Variation and Grant of Lease to the contrary, the Existing Fit-out (Tenant Responsibility) shall be removed by the Tenant following reasonable request by the Landlord at the expiry or other termination of the Lease (as amended or varied from time to time including by this Minute of Extension, Variation and Grant of Lease) at the Tenant's sole expense.