Sample Business Contracts

UK-Berkshire-Slough-Trading Estate-115 Buckingham Avenue Lease - Slough Trading Estate Ltd. and Rackspace Managed Hosting Ltd.

Lease Forms

Start a state-specific lease for the rental of commercial property. Specify the term and rent due, as well as whether the landlord or tenant is responsible for property taxes, insurance, and maintenance and repairs.
When a tenant vacates commercial property before the lease term has expired, it may be able to rent the premises to a third party. The tenant would be the sublessor and the third party would be the sublessee. Besides preparing a sublease, both parties will want to review the provisions for assignment or subletting in the original lease agreement between the landlord and the sublessor.
Tenants of residential property should prepare a sublease agreement if they are seeking to sublease a room or the entire apartment or house to a third party. All parties should review the original lease agreement to see if there are any restrictions on subletting or assigning the premises.
Triple net leases are a type of commercial leases where the tenant has to pay for property taxes, insurance, utilities, and maintenance, in addition to the monthly rent.
When renting an office space, tenants should understand the amount of the rent and duration of the lease. Other important terms include whether the space can be subleased, which parties are responsible for maintenance, and whether any furniture and furnishings will be provided.

DATED 2^nd April 2007

SLOUGH TRADING ESTATE LIMITED

- and -

RACKSPACE MANAGED HOSTING LIMITED

AGREEMENT FOR LEASE

- relating to -

Building 115 Buckingham Avenue Trading Estate

Slough Berkshire

NABARRO NATHANSON

Lacon House

Theobald's Road

London WC1X 8RW

Ref: PD/TNP/LM/S2884/01010

Tel: 020 7524 6000

Fax: 01753 512768

INDEX

Definitions and Interpretation

Tenant's Planning Obligations

Conditionality

Landlord's Obligations to carry out Works

Grant of the Lease

Tenant's Works

Title

Restrictions

Representation

10.

Non- Assignment

11.

Notices

12.

Executory Agreement

13.

Non-merger etc

14.

Entire Understanding

15.

Standard Conditions

16.

Expert Determination

17.

Exclusion of Third Party Rights

Annexures

Rent Deposit Deed

Form of Warranty from Environmental Consultant

Form of Warranty from Landlord

Form of Lease

Form of Licence to Alter

Form of Warranties from Professional Team

Form of Sideletter

Specification of Landlord's Works

Specification of Tenant's Works

AN AGREEMENT made the 2^nd day of April 2007 BETWEEN

(1)	SLOUGH TRADING ESTATE LIMITED (Company Registration Number 1184323) whose registered office is at 234 Bath Road Slough SLl 4EE ("the Landlord")

(2)	RACKSPACE MANAGED HOSTING LIMITED (Company Registration Number 3897010) whose registered office is at Unit 2 Longwalk Road Stockley Park Uxbridge UBI1 1BA ("the Tenant")

WHEREBY IT IS AGREED as follows:-

Definitions and Interpretation

"Application"

means the full detailed planning application submitted or to be submitted by and at the cost of the Tenant to the appropriate local planning authority in respect of the Tenant's Works to be in a form approved by the Landlord such approval not to be unreasonably withheld or delayed

"the Completion Date"

means the fifth Working Day following the Condition Date

"Condition Date"

means the date of fulfilment of the Conditions Precedent

"Conditions Precedent"

means:

(i)

the grant of a Planning Permission which is or which is deemed to be a Satisfactory Planning Permission ("First Condition"); and

(ii)

the completion of the Power Supply Agreement ("Second Condition"); and

(iii)

the completion of the Landlord's Works in accordance with this Agreement ("the Third Condition"); and if clause 4.3 has effect

(iv)

the carrying out of or agreement as to the carrying out of the works referred to in clause 4.4 ("the Fourth Condition")

"Deposit Deed"

means the deed in the form of Annexure 1

"Environmental Consultant"

means WSP Environmental Limited of Buchanan House 24-30 Holborn London EC1N 2HS

"Environmental Deed of Warranty"

means a warranty in the form of Annexure 2 to be granted by the Environmental Consultant

"Landlord's Solicitors"

means Nabarro of Lacon House Theobald's Road London WCIX 8RW

"Landlord's Warranty"

means the warranty in the form of Annexure 3

"Landlord's Works"

means the works detailed in Annexure 8

"Lease"

means the lease of the Premises for a term of twenty years commencing on the Completion Date (whether or not completion takes place on such date where the delay is due to the default of the Tenant) at the Rent payable from the Rent Commencement Date with five yearly rent reviews at the expiration of every consecutive fifth year of the said term such lease to be in the form of Annexure 4

"Licence to Alter"

means the licence recording the Tenant's Works such licence to be in the form of Annexure 5

"Other Rent"

means all sums payable as rent pursuant to the Lease other than the Rent

"Planning Agreement"

means an agreement entered or to be entered into under section 106 of the Town and Country Planning Act 1990

"Planning Permission"

means full detailed planning consent obtained by the Tenant pursuant to the Application

"Power Supply Agreement"

means the agreement for the supply of power to the Premises to be made between SHP (1) and the Tenant (2)

"Premises"

means the land and building known as Building 115 Buckingham Avenue Trading Estate Slough (as the same are more particularly described in the Lease)

"Post Completion Environmental Report"

means the environmental report to be provided by WSP Environmental Limited following practical completion of the construction of the Premises

"Professional Team"

means PD Architects (architects) and Robert Walpole & Partners (structural engineers)

"Rent"

means the initial yearly rent of �543,165

"Rent Commencement Date"

means the date being nine months from and including the Completion Date in respect of the Rent and the Completion Date in respect of the Other Rent (and in each case whether or not completion takes place on the Completion Date where delay is due to the default of the Tenant but otherwise on the date of actual completion)

"Satisfactory Planning Permission"

means a Planning Permission which does not contain an Unreasonable Condition (and if the Tenant so requires in respect of which the relevant period has expired without an application to the High Court under Section 288 of the Town and Country Planning Act 1990 or an application to the High Court for leave for a judicial review in relation to such Planning Permission having been commenced (or if commenced the application therefor has been withdrawn or finally determined so that the Planning Permission can be implemented without challenge)).

"SHP"

means Slough Heat and Power Limited being the party with whom the Tenant will be entering or has entered into the Power Supply Agreement and which company is within the same group of companies as the Landlord

"Side Letter"

means a letter in the form annexed to this Agreement as Annexure 7

"Standard Conditions"

means the Standard Commercial Property Conditions (Second Edition);

"Substation Site"

means the area shown edged blue on the plan annexed to the Lease on which it is intended SHP will locate and construct a substation for the purposes of fulfilling its obligations under the Power Supply Agreement

"Target Date"

means the date which is two calendar months from and including the date of this agreement

�Tenant's Solicitors

means Martineau Johnson of No.1 Colmore Square Birmingham B4 6AA (Ref:JES/RA145079)

"Tenant's Works"

means the works to be carried out by the Tenant at its own expense as briefly described in the specification at Annexure 9 pursuant to the Licence to Alter

"Termination Date"

means the date which is first working day after the expiry of six months from and including the date of this Agreement or such longer period as the Landlord and the Tenant may agree in writing from time to time

"Unreasonable Condition"

means a condition subject to which a Planning Permission is issued or (as the case may be) a provision in a Planning Agreement which has the effect of:-

(i)

In the case of the Tenant:-

�

it imposes any restrictions on the siting of plant or equipment to be constructed on the Premises or the Substation Site which would be materially detrimental to the Tenant's proposed use of the Premises

�

It makes the Planning Permission personal to the Tenant; or

�

It imposes limitations on noise levels emanating from the Premises or the Substation Site which would be impossible or impractical or which to comply with would impose a material financial burden on the Tenant; or

�

It prevents the carrying out of the proposed development unless and until a condition has been complied with which could not be satisfied by the Tenant without the agreement of the third party in respect of which agreement such third party shall have an absolute discretion; or

�

It requires the expenditure of money or other consideration outside the Premises or the Substation Site it does not allow development substantially in accordance with Application

�

It restricts the times during and/or days on which the plant or equipment may be operated

�

It imposes or creates any other obligation or restriction which in the reasonable opinion of the Tenant is likely to restrict its use and enjoyment of the Premises for the use proposed by the Lease

�

It would have the effect of materially affecting in an adverse way the Tenant's ability to operate its business from the Premises

�

granting a temporary Planning Permission; or

�

preventing the carrying out of the use or occupation of the Premises for the purpose permitted by the Lease unless and until a condition has been complied which could not be satisfied without the agreement of a third party (unless such agreement has been received or cannot be unreasonably withheld); or

�

any other condition which in the reasonable opinion of the Tenant would materially or adversely affect the Premises or the use thereof or adverse to the Tenant

(ii)

In the case of the Landlord:-

�

it creates a legal restriction on the Landlord in respect of other uses or occupations of other premises on the Landlord's estate on which the Premises and the Substation Site are situate

�

any other condition which is in the reasonable opinion of the Landlord would be adverse to the Landlord

�

it requires the Landlord to enter into a Planning Agreement (other than one where a payment of money is required in which case the provisions of clause 2.11 apply)

"Warranties"

means the warranties from the Professional Team in the form of Annexure 6

"Working Day"

shall have the meaning set out in the Standard Conditions;

1.1	The clause headings in this Agreement (except for the definitions) are for ease of reference and are not to be used for the purposes of construing this Agreement.

1.2	References in this Agreement to clause numbers or schedules or paragraphs in schedules mean the clauses of or schedules to or paragraphs in schedules to this Agreement.

1.3	Obligations undertaken by more than one person are joint and several obligations and include their successors in title.

1.4	Words importing persons include firms, companies and corporations and vice versa.

1.5	Words importing one gender will be construed as importing any other gender.

1.6	Words importing the singular will be construed as importing the plural and vice versa.

1.7

Unless otherwise specified, a reference to legislation is to that legislation as consolidated, amended or re-enacted from time to time and includes all orders, regulations, consents, licences and bye-laws made or granted under such legislation and references to legislation generally are to all legislation (local, national and supra-national) having effect in relation to the Premises.

1.8	Where any act is prohibited no party will permit or omit to do anything which will allow that act to be done.

1.9

Where any notice, consent, approval, permission or certificate is required to be given by any party to this Agreement such notice, consent, approval, permission or certificate must be in writing and will not constitute a valid notice, consent, approval, permission or certificate for the purpose of this Agreement unless it is in writing.

2.	TENANT's PLANNING OBLIGATIONS � FIRST CONDITION

2.1	The Tenant shall submit the Application as soon as reasonably possible and in any event within 20 Working Days of the date of this deed and thereafter use all reasonable endeavours to obtain at its own expense a Satisfactory Planning Permission as expeditiously as reasonably possible

2.2	The Tenant will keep the Landlord fully informed of the progress of the Application

2.3	Within seven days of receipt of written notice of the refusal by the local planning authority to grant Planning Permission pursuant to the Application the Tenant shall send a copy of the refusal decision to the Landlord and to the Landlord's Solicitors

2.4

If the local planning authority either refuses (or is deemed by statute to have refused) the Application or grants a Planning Permission which is not a Satisfactory Planning Permission the Tenant with the agreement of the Landlord (such approval not to be unreasonably withheld or delayed) but at its own expense may appeal against the decision or deemed decision of the local planning authority and shall notify the Landlord of such appeal within such period of time as shall be reasonable

2.5

If the Tenant prosecutes any appeal it shall do so with all due diligence and will keep the Landlord informed of all relevant information with respect to the appeal and the Landlord shall at the cost of the Tenant give all reasonable assistance to the Tenant when reasonably requested to do so in this regard

2.6

Upon the grant of Planning Permission the Tenant will promptly send a copy of the Planning Permission to the Landlord and the Landlord's Solicitors and notify the Landlord and the Landlord's Solicitor in writing as to whether or not in the opinion of the Tenant the Planning Permission constitutes a Satisfactory Planning Permission and if not state the reasons why not

2.7

The Landlord shall within five Working Days of receipt of the notice given by the Tenant pursuant to Clause 2.6 notify the Tenant in writing as to whether or not in the opinion of the Landlord the Planning Permission constitutes a Satisfactory Planning Permission and if not state the reasons why not

2.8	If both parties agree or it is determined pursuant to clause 2.9 that a Satisfactory Planning Permission subsists then the First Condition shall be satisfied on the date of such agreement or deemed agreement or determination as the case may be

2.9

It either the Landlord or the Tenant consider that any condition within the Planning Permission constitutes an Unreasonable Condition and the other party disagrees then the party who disagrees shall notify the other in writing of this fact within ten Working Days of the other party's notice and the matter shall then be referred to the determination of an Expert who shall be appointed in accordance with the provisions contained in Clause 13 of this Agreement and his decision as to whether or not any condition is an Unreasonable Condition shall be final and binding on the parties

2.10

For the purposes of this Clause 2 a condition attached to a Planning Permission or a Planning Agreement shall not be capable of being deemed by the Landlord as being an Unreasonable Condition unless the Landlord gives written notification to the Tenant in accordance with and within the period specified in clause 2.7

2.11

If the Local Planning Authority shall indicate that Planning Permission would be granted subject only to an agreement under Section 106 of the Town and Country Planning Act 1990 the Landlord will at the request of the Tenant enter into such planning obligation with the Local Planning Authority under such section in such form as may be reasonable in the circumstances (where it relates to a payment of money) and approved by the Landlord (such approval not to be unreasonably withheld or delayed) and it must be stipulated in any such planning obligations that:

(i)

the obligations contained therein are to become operative and give rise to liability only if the development to which they relate is begun; and

(ii)

the Landlord is in any event to be relieved from all liability in respect of them after it has parted with all interest in the Premises

and with effect from completion of the Lease and during the Term the Tenant will indemnify the Landlord against such liability as may arise under or in respect of the planning obligations and for the avoidance of doubt the Landlord shall only be obliged to enter into a Planning Agreement if it relates to the payment of monies to the local authority and for no other purpose except at its absolute discretion

3.	CONDITIONALITY

3.1	Completion of pursuant to this Agreement is conditional upon the satisfaction of the Conditions Precedent prior to 4.30 p.m. on the Termination Date

3.2	The Landlord and the Tenant will use all reasonable endeavours to ensure the Second Condition is satisfied on or before the Completion Date

3.3

The Tenant may at any time and from time to time serve a written notice on the Landlord electing to waive any part or the whole of any Conditions Precedent then outstanding and upon the service of any such notice then such Condition Precedent shall be deemed to have been satisfied to the extent then so waived on the date of service of such notice

3.4

If the Conditions Precedent have not all been satisfied by 4.30 pm on the Termination Date then (save during any period of dispute in respect of clause 2 or clause 4 of this Agreement which has been referred to an Expert pursuant to clause 16) either party may determine this Agreement by serving five (5) Working Days written notice on the other and upon the expiry of such notice this Agreement will determine unless in the meantime the Conditions Precedent have been satisfied or deemed to be satisfied and such termination shall be without prejudice to any antecedent claim or breach in respect of any provisions of this Agreement

4.	LANDLORD's OBLIGATIONS TO CARRY OUT LANDLORD's WORKS � THIRD CONDITION AND POSSIBLE FOURTH CONDITION

4.1	The Landlord shall carry out and complete the Landlord's Works:

(i)

in a good and workmanlike manner

(ii)

with good and suitable materials

(iii)

in accordance with all legislative requirements

(iv)

with due diligence

(v)

to the reasonable satisfaction of the Tenant

4.2	The Landlord shall use all reasonable endeavours to have completed the Landlord's Works in accordance with this clause by the Target Date

4.3	The Landlord undertakes to procure the Post Completion Environmental Report within one month of the date hereof.

4.4

In the event that the Post Completion Environmental Report reveals any item of work that must be carried out in order to remediate the ground conditions at the Property to a standard which renders the Property suitable for its current proposed use under the Lease in accordance with the "suitable for use" standard referred to in the Statutory Guidance to the Contamination Land regime established by Part II A of the Environmental Protection Act 1990 then the same shall be undertaken by the Landlord as soon as reasonably possible with all due expedition, such works to be carried out at its own expense with the Landlord as soon as possible and to the reasonable satisfaction of the Tenant making good all damage caused in carrying out any such works and if such works are required completion of such works (or if the works can reasonably be undertaken notwithstanding the grant of the lease without interference to the Tenant's Works or use of the Property then alternatively the agreement between the Landlord and the Tenant as to the method and timing for the carrying out of such works which neither party shall withhold or delay unreasonably) will be a fourth condition precedent for the purposes of this agreement ("Fourth Condition") and this agreement shall be read and construed accordingly

4.5

If the as Post Completion Environmental Report reveals items of contamination which were not revealed by the Phase II Geotechnical and Environmental Investigation Report dated January 2005 and prepared by WSP Environmental Limited a copy of which the Tenant has received prior to the date of this Agreement then if in carrying out the Tenant's Works reasonable additional cost is reasonably incurred by the Tenant directly as a result of such ground conditions (reasonable evidence of such additional cost the Tenant shall provide to the Landlord) the Landlord shall pay or reimburse to the Tenant such additional costs (exclusive of VAT) such sum to be paid within 14 days of demand by the Tenant to a maximum liability of �20,000 (exclusive of VAT)

5.	GRANT OF THE LEASE

5.1	Upon the Completion Date the Landlord shall grant the Lease the Side letter and the Licence to Alter and the Tenant shall accept the Lease the Side letter and the Licence to Alter and the parties shall enter into the Deposit Deed

5.2	The Lease the Deposit Deed the Sideletter and the Licence to Alter and Counterparts thereof shall be prepared by the Landlord's Solicitors and shall be executed respectively by the Landlord and the Tenant

5.3

On Completion the Landlord shall provide to the Tenant the Landlord's Warranty the Warranties and the Environmental Warranty duly executed by the Landlord, the Professionals and the Environmental Consultant as the case may be and save in the case of the Landlord together with certified copies of their respective appointments and professional indemnity cover

5.4	Completion shall take place at the offices of the Landlord's Solicitors or at such other place as they shall reasonably require

5.5

If the Tenant has not provided full details of the Approval Items pursuant to clause 6.2 for the purpose of the Licence to Alter not less than 14 days prior to the Completion Date (or if no such Approval Items are to be undertaken then if the Tenant has not provided details of the Tenant's Works to be undertaken generally for the purposes of the Licence to Alter) completion of such Licence shall take place within 14 days of the Landlord's Solicitors submitting the engrossment of a counterpart Licence to Alter to the Tenant which they shall do promptly following the approval by the Landlord of the Approval Items or following receipt of such details (as the case may be) and in any event both parties shall bear their own costs in respect of the Licence to Alter.

5.6	The Tenant shall pay to the Landlord on the Completion Date the sum of �319,109.58 as referred to in the Deposit Deed on the Completion Date

5.7

If the Tenant has not provided full details of the plan and method statement for the purposes of the Sideletter for approval by the Landlord (which approval shall not be unreasonably withheld or delayed) not less than 14 days prior to the Completion Date completion of such Sideletter shall take place within 14 days of the approval by the Landlord of the plan and method statement

5.8	On completion of the Lease:

(i)

the Rent Review Dates shall be inserted being the fifth anniversary of the date of completion of the Lease

(ii)

In clause 8 the Renewal Date shall be inserted being the twentieth anniversary of the term commencement date of the Lease and such date shall be inserted into clause 8.5.1 of the Lease

(iii)

In clause 9 the Renewal Date shall be inserted being the twentieth-fifth anniversary of the term commencement date of the Lease and such date shall be inserted into clause 9.5.1 of Lease

6.	TENANT's WORKS

6.1	The Landlord acknowledges that:-

(i)

the Tenant will be undertaking works to the Premises in the nature of those briefly described in the specification and plans attached at Annexure 9 and hereby confirms that it has approved such proposals ("Proposals") save only that it still requires to see final details of those elements of the Proposals should they go ahead relating to

(i)

a third level over part of the building to carry plant equipment which would require alterations to part of the roof structure; and

(ii)

a possible adaptation to roof to create plant deck

("Approval Items") to the extent that the Lease requires the Tenant to obtain the Landlord's approval

(ii)

it will not unreasonably withhold or delay its approval of such detail of such Approval Items once received from the Tenant (notwithstanding the provisions of the Lease)

(iii)

the Tenant is entitled on completion of the Lease to carry out the remainder of the Tenant's Works

6.2

The Tenant shall (if applicable) forthwith at its own cost prepare and submit to the Landlord for approval by the Landlord drawings and a specification of the Approval Items and upon such approval being obtained in writing the Tenant shall be entitled to carry out and complete the Approval Items following completion of the Lease

6.3	The Tenant will provide the Landlord with as built drawings and specifications of any of the Tenant's Works which affect the structure of the Premises within 21 days of the completion of such works in accordance with the provisions of the Lease

TITLE

7.1

The Landlord has deduced its title to the Premises prior to the date hereof by the production of official copies of the registers of title number BK409952 and a copy of the official plan dated 19 February 2007 and timed at 14:07:35 (the "Deduced Title") and the Premises shall be let subject to the matter referred to on the Deduced Title.

7.2	The Landlord covenants to make available the Substation Site to SHP no later than the Completion Date

7.3	Vacant possession of the Premises shall be delivered to the Tenant on completion

7.4

The Landlord confirms it will issue or grant to SHP such permissions and consents as SHP may require for the installation of electric lines and other apparatus within the Premises to enable SHP to make connections from the Substation Site to the building for the provision of power pursuant to the Power Supply Agreement

7.5

The Landlord agrees to permit and hereby permits SHP to have access to the Premises and the Substation Site (accompanied by the Tenant if need be or appropriate) for the purposes of undertaking the works to be carried out on the Premises and the Substation Site by SHP under the Power Supply Agreement

7.6	The Landlord will procure prior to the Completion Date the closure of leasehold title number BK216563 and the removal of the relevant notice of lease from its freehold title

8.	RESTRICTIONS

8.1

"Restrictions" means all matters affecting the Premises or its use registered or capable of registration as local land charges and all notices charges orders resolutions demands proposals requirements regulations restrictions agreements directions or other matters affecting the Premises or its use served or made by any local or other competent authority or otherwise arising under any statute or any regulation or order made under any statute

8.2	The Premises shall be demised subject to all (if any) Restrictions affecting the Premises (whether in existence at the date of this Agreement or arising at any later date)

8.3	No representation is made or warranty given by the Landlord as to whether any restrictions exist or as to the permitted use of the Premises for planning purposes

9.	REPRESENTATIONS

9.1

Save as provided in clause 9.2 hereof no agent adviser or other person acting for the Landlord has at any time prior to the making of this Agreement been authorised by the Landlord to make to the Tenant or to any agent adviser or other person acting for the Tenant any representation whatever (whether written oral or implied) in relation to the Premises or to any matter contained or referred to in this Agreement

9.2	Any statement made in writing or email by the Landlord's Solicitors to the Tenant's Solicitors prior to the making of this Agreement in reply to an inquiry made in writing by the Tenant's Solicitors was made with the authority of the Landlord

10.

NON-ASSIGNMENT

The Tenant shall pending completion not assign underlet charge or otherwise deal in any way with the benefit of this Agreement in whole or in part and the Landlord shall not be obliged to grant the Lease to any person other than the Tenant

11.

NOTICES

11.1	In this clause

11.1.1

"the Landlord's Address" means the address of the Landlord shown on the first page of � this Agreement or such other address as the Landlord may from time to time notify to the Tenant as being its address for service for the purposes of this Agreement

11.1.2

"the Tenant's Address" means the address of the Tenant shown on the first page of this Agreement or such other address as the Tenant may from time to time notify to the Landlord as being its address for service for the purpose of this Agreement

11.2	Any notice or other communication given or made in accordance with this Agreement shall be in writing and given in accordance with Section 196 of the Law of Property Act 1925 (as amended) and shall be forwarded as applicable to the Landlord's Address or the Tenant's Address

11.3	Any notices served on the Landlord shall be marked for the attention of the Company Secretary. or such other person as nominated from time to time by the Landlord who shall have authority to accept such notices

11.4	Any notices served on the Tenant shall be marked for the attention of the Managing Director and the Operations Manager or such other person as nominated from time to time by the Tenant

12.

EXECUTORY AGREEMENT

12.1	This Agreement is an executory agreement only and shall not operate or be deemed to operate as a demise of the Premises

12.2

The Tenant shall not be entitled to occupation or possession of the Premises prior to the Completion Date but if it does take occupation prior to the Completion Date (which shall be at the absolute discretion of the Landlord) shall observe and perform all the covenants and conditions contained in the Lease as if the same had already been granted provided that notwithstanding the foregoing the Tenant shall be entitled to enter upon the Premises to carry out the Tenant's Works prior to the Completion Date subject always to the provisions of the Licence to Alter

12.3	The Landlord shall be entitled to all remedies by distress action or otherwise for recovering any monies due or for breach of obligation by the Tenant as if the Lease had been completed

13.

NON-MERGER ETC

All the provisions of this Agreement shall (to the extent that they remain to be observed and performed) continue in full force and effect notwithstanding completion of the Lease and the Licence to Alter

14.

ENTIRE UNDERSTANDING

14.1	This Agreement embodies the entire understanding of the parties and there are no other arrangements between the parties relating to the subject matter of this Agreement

14.2	No amendment or modification shall be valid or binding on any party unless

14.2.1

it is made in writing

14.2.2

refers expressly to this Agreement

14.2.3

it is signed by the party concerned or its duly authorised representative

15.

STANDARD CONDITIONS

15.1	The Standard Conditions shall apply hereto in so far as the same are not inconsistent with the provisions hereof and are applicable to the grant of a lease save that

15.2	For the purposes of Standard Condition 3.2 the risk in the Premises remains with the Landlord until completion

16.

EXPERT DETERMINATION

16.1

Save as otherwise provided for in this Agreement any dispute or difference which shall arise between the parties as to the construction of this Agreement or as to the respective rights duties and obligations of the parties under or as to any other matter arising out of or connected with the subject matter of clause 2 or clause 4 of this Agreement shall if either the Landlord or the Tenant so requires at any time by notice served on the other ("the Notice") be referred to the decision of an expert ("the Expert")

16.2

The Expert shall be appointed by agreement between the Landlord and the Tenant or if within 5 Working Days after service of the Notice the Landlord and the Tenant have been unable to agree then on the application of either the Landlord or the Tenant the President for the time being of The Royal Institution of Chartered Surveyors or (in each such case) the duly appointed deputy of such President or any other person authorised by him to make appointments on this behalf

16.3	The costs of the Expert shall be determined by the Expert but in the event of any failure to determine the same the costs shall be borne in equal shares by the parties

17.

EXCLUSION OF THIRD PARTY RIGHTS

Each party confirms that no term of this Agreement is enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to this Agreement save for lawful successor in title

AS WITNESS the hands of the parties hereto the day and year first before written


SIGNED by	)
a Director for and on behalf of	)
SLOUGH TRADING ESTATE	)
LIMITED	)	02/03/2007

SIGNED by	)
a Director for and on behalf of	)
RACKSPACE MANAGED HOSTING	)
LIMITED	)

Annexure 1

(Rent Deposit Deed)

[Deed and prescribed particulars delivered to the registrar of companies pursuant to section 395, Companies Act 1985 on ]

DATED 2007

SLOUGH TRADING ESTATE LIMITED

- and-

RACKSPACE MANAGED HOSTING LIMITED

DEPOSIT DEED

- relating to -

Building 115 Buckingham Avenue

Trading Estate Slough Berkshire

Solicitors

NABARRO

Lacon House

Theobald's Road

London WC1X 8RW

Ref: PD/TNP/LM/S2884/01010

Tel: 020 7524 6000

DEPOSIT DEED

DATED 2007

PARTIES

BETWEEN

(1)	SLOUGH TRADING ESTATE LIMITED (Company Registration Number 1184323) whose registered office is at 234 Bath Road Slough Berkshire SL1 4EE ("the Landlord") and

(2)	RACKSPACE MANAGED HOSTING LIMITED (Company Registration Number 3897010) whose registered office is at 2 Longwalk Road Stockley Park Uxbridge Middlesex UB11 1BA ("the Tenant")

THIS DEED WITNESSES:

1.	DEFINITIONS

In this Deed, the following expressions shall have the meanings indicated:

"Account"

a separate designated interest earning account at National Westminster bank PLC of Farnham Road Slough or an alternative a clearing bank or recognised building society opened or to be opened by and in the name of the Landlord to be designated Rackspace Managed Hosting Limited;

"Default"

any failure by the Tenant to pay (whether or not in the case of the yearly rent any formal demand has been made) the whole or any part of the rents or other money payable under the Lease or to pay any costs damages and expenses incurred by or payable to the Landlord in consequence of any failure by the Tenant to observe and perform any of the Tenant's Obligations or in consequence of the determination of the Lease, before the expiration of its term, by forfeiture or any disclaimer by any liquidator of, or a trustee in bankruptcy of the estate of the Tenant or otherwise than by agreement;

"Deposit Balance"

the proportion from time to time standing to the credit of the Account attributable to the Tenant including any accrued interest which has not been paid to the Tenant;

"Initial Deposit"

the sum of �319,109.58;

"Lease"

the Lease of even date herewith made between the Landlord (1) and the Tenant (2);

"Premises"

the premises briefly known as Building 115 Buckingham Avenue Trading Estate Slough Berkshire

"Required Deposit"

the sum which is greater of:-

(1)

the Initial Deposit; and

(2)

an amount at any time equal to six months' annual rent payable under the Lease at the annual rate applicable at that time together with a sum equal to value added tax on that amount if value added tax is payable by the Tenant under the Lease at that time

"Tenant's Obligations"

the obligations of the Tenant under the Lease and this Deed

2.	INTERPRETATION

2.1	Words importing the singular number shall include the plural and vice versa and words importing one gender shall include both other genders

2.2	Where any party to this Deed comprises more than one person the obligations on the part of that party in this Deed shall be construed as being the joint and several obligations of the persons comprising that party

2.3	The headings to clauses do not form part of this Deed and shall not be taken into account in its construction or interpretation

2.4	Reference to clauses are to clauses of this Deed

2.5	References to the "Lease" include reference to the Lease as it may be varied from time to time

3.	THE ACCOUNT

3.1	The Landlord acknowledges receipt of the Initial Deposit and shall promptly and within 7 days pay it into the Account

3.2	The Landlord shall also pay into the Account any sums paid to it by the Tenant under clause 5.1 or 5.3

3.3	The Tenant acknowledges that only the Landlord is entitled to give instructions to the institution at which the Account is maintained

3.4	The Deposit Balance is the property of the Tenant but is subject to the charge created by clause 7.2 and shall not be repayable to the Tenant otherwise than in accordance with the provisions of clause 8

4.	WITHDRAWALS FROM THE ACCOUNT

4.1	The Landlord may withdraw money from the Account in order to meet any sum due to the Landlord arising out of a Default

4.2	Written notice of any withdrawal (including the amount withdrawn and reasonable details of the relevant Default) shall be promptly given by or on behalf of the Landlord to the Tenant

5.	MAINTENANCE OF THE ACCOUNT

5.1	Within fourteen days of notice under clause 4.2 being given the Tenant shall pay to the Landlord such amount as shall when added to the Deposit Balance following the withdrawal be equal to the Required Deposit

5.2	If at any time the Deposit Balance (taking no account of any accrued interest which has not yet been paid to the Tenant pursuant to clause 6.2) is less than the Required Deposit the Landlord may give written notice to the Tenant of the amount of the difference

5.3	Within fourteen days of notice under clause 5.2 being given the Tenant shall pay the amount of the difference to the Landlord to be paid into the Account

6.	INTEREST

6.1	The interest accruing on the Deposit Balance shall belong to the Tenant but shall be left in the Account and form part of the Deposit Balance until paid to the Tenant pursuant to Clause 6.2

6.2	Subject to clause 6.3, the Landlord shall, on written request by the Tenant, withdraw from the Account the interest which at the time of the request has accrued on the Deposit Balance and pay such interest to the Tenant net of tax or other withholding required by law

6.3	No interest shall be payable to the Tenant out of the Account;

6.3.1

at a time when there is a Default

6.3.2

to the extent that payment of the interest would cause the Deposit Balance to be less than the Required Deposit; or

6.3.3

more frequently than at six monthly intervals

6.4	All tax payable in respect of interest accruing on the Deposit Balance shall be paid by the Tenant from its own money

7.	CHARGE

7.1	The Tenant warrants to the Landlord that the Deposit is free, and that all sums paid in accordance with clauses 5.1 or 5.3 will be paid free, from all charges, encumbrances, liens or third party rights (other than the charge referred to in clause 7.2)

7.2	The Tenant charges its interest in the Account and the Deposit Balance from time to time, and all money from time to time withdrawn from the Account, to the Landlord as security for the performance of the Tenant's Obligations

7.3	The Tenant shall execute any document or take any action which the Landlord may reasonably require in order to perfect the charge created by clause 7.2

7.4	The charge created by clause 7.2 is in addition to and shall not be merged with or prejudice or affect or be affected by any other security interest of the Landlord in relation to the Tenant

8.	RELEASE OF DEPOSIT BALANCE

8.1	The Deposit Balance shall be maintained in the Account until the earliest to occur of:

8.1.1

where the Lease comes to an end by forfeiture the date upon which the Tenant and any mortgagee of the Tenant's interest in the Premises shall have lost or irrevocably released any rights either of them might have to claim relief from forfeiture

8.1.2

the date of the assignment of the Lease by the Tenant with the consent of the Landlord in accordance with the terms of the Lease

8.1.3

where the Lease comes to an end by expiry the date which is one month after the later of the expiry of the Lease and vacant possession of the Premises being given to the Landlord

8.1.4

the date of the Landlord's confirmation pursuant to clause 11.3 hereof

8.2	Within one month of the earliest of the dates referred to in clause 8.1 the Landlord shall, subject to clause 8.3, pay the Deposit Balance to the Tenant

8.3

The Deposit Balance shall not be payable to the Tenant under clause 8.2 at a time when there is a Default but shall become payable when the Tenant has remedied such Default or when the Landlord has withdrawn from the Account amounts equal to all sums properly due and payable to the Landlord arising out of the Default

8.4	Payment of the Deposit Balance shall not affect any liability of the Tenant to the Landlord in relation to the Lease or the Premises

9.	AUTHORITIES BY THE TENANT

9.1	The Tenant irrevocably authorises the Landlord to act in accordance with this Deed in connection with the Account and the Deposit Balance

9.2	The Tenant irrevocably authorises the institution referred to in clause 3.3 to act only on the Landlord's instructions

10.

TRANSFER OF THE LANDLORD's INTEREST

10.1	If the Landlord transfers the reversion immediately expectant upon the determination of the term created by the Lease, the Landlord shall:

10.1.1

assign the benefit of this deed to the transferee of the reversion; and

10.1.2

procure that the transferee of the reversion no later than the date of the transfer covenants in a deed with the Tenant to observe and perform the obligations of the Landlord under this deed

10.2	On delivery of the deed referred to in clause 10.1.2 to the Tenant the Landlord (being the transferor) shall cease to be liable for any future default in compliance with any provision of this Deed

11.

NET PROFIT AND RENT

11.1

The Tenant may at any time notify the Landlord in writing (with copies of the relevant audited accounts and any other relevant material) that in each of three consecutive accounting periods of the Tenant (the third such period ending no earlier than twelve months before such notice), the Tenant's audited accounts establish that its net profit after tax for each such accounting period constituted a sum which is at least three times the amount of annual rent payable under the Lease as at the date of the Tenant's notice

11.2	For the purposes of clause 11.1 no account shall be taken of any accounting period of the Tenant that is not a period of twelve months

11.3	The Landlord shall not unreasonably withhold or delay its written confirmation that it is satisfied that the notice, accounts and material referred to in clause 11.1 establish the circumstances there referred to

12.

MISCELLANEOUS

12.1	The proviso for re-entry contained in the Lease shall be exercisable as well upon any breach of any covenant or obligation on the part of the Tenant contained in this Deed as on the happening of any of the events mentioned in the Lease

12.2	The rights of the Landlord under this Deed do not limit its rights under the Lease

12.3	This Deed is to be disregarded upon any review of rent payable under the Lease

12.4	The Landlord has no obligations or liabilities under this Deed to anyone except the Tenant notwithstanding an assignment of the Lease by it

12.5	The provisions as to notices contained in the Lease shall apply to notices served pursuant to this Deed

12.6	The Landlord may at any time terminate this Deed by paying the Deposit Balance to the Tenant and, on doing so, is released from all liabilities and obligations under this Deed except in relation to rights of the Tenant that have arisen before the termination

12.7	Any termination under clause 12.6 and any payment of the Deposit Balance, does not affect the Landlord's rights under the Lease

IN WITNESS of which this Deed has been executed and was delivered on the date appearing as the date of this deed


EXECUTED as a DEED by SLOUGH		)
TRADING ESTATE LIMITED acting by:		)



		Director

		Director/Secretary


EXECUTED as a DEED by RACKSPACE		)
MANAGED HOSTING LIMITED acting by:		)



		Director

		Director/Secretary

Annexure 2

(Form of Warranty from Environmental Consultant)

THE SECOND SCHEDULE

DATED

[ ]

and

[ ]

DEED OF COLLATERAL WARRANTY

relating to [ ]

DEED OF COLLATERAL WARRANTY

DATE

PARTIES

(1)	[ ] whose registered office is situated at [ ] (the "Company"); and

(2)	[ ] whose registered office is situated at [ ] (the "Beneficiary") which term shall include all permitted assignees pursuant to clause 5 below.

WHEREAS

(A)

By the Appointment (as hereinafter defined) the Client (as hereinafter defined) appointed the Firm to provide, inter [Illegible], the Services (as hereinafter defined) for the benefit of the Client and the Client's Affiliates (as hereinafter defined) in connection with their property acquisition, investment & management, divestment and development projects and in particular (a proposed purchase / sale and/or redevelopment of the Property/Properties (as hereinafter defined) including (without limitation) the preparation of the Reports (as hereinafter defined).

(B)	The Beneficiary, as [ ], has an Interest in the performance of the Services and the content of the Reports.

(C)	The Firm has agreed to enter into this Deed with the Beneficiary.

Now in consideration of the payment of one pound (�1) by the Beneficiary to the Firm (receipt of which the firm acknowledges) IT IS AGREED AS FOLLOWS:

1.	DEFINITIONS AND INTERPRETATION

In this Deed the following expressions shall bear the following meanings:

"Appointment"

means the Client's Instruction dated [ ] to provide the Services In accordance with framework appointment agreement entered into by Client with the Firm on [ ];

"Client"

Means the Client defined in the Appoinment;

"Client's Affiliates"

means the client's affiliates defined in the Appointment;

"Reports"

means the Report(s) details of which are respectively given in the Appendix hereto;

"Services"

means the services provided by the Firm as set out in the Appointment and includes (without limitation) the preparation of the Reports.

2.	PROFESSIONAL RESPONSIBILITY

The Firm warrants and undertakes to the Beneficiary that in the performance of the Services it has exercised and will continue to exercise all the reasonable skill, care and diligence to be expected of an appropriately qualified professional consultant who has hold itself out as competent to perform the Services and that all the duties and obligations arising under the Appointment have been and will continue to be complied with and fulfilled.

3.	USE OF REPORTS

The Beneficiary acknowledges that the Reports were prepared for the purposes described in the Appointment and may only be used and relied upon by the Beneficiary in connection with [ ], The Beneficiary may not use the Reports for any other purpose without the Firm's written authorization (which shall not be unreasonably withheld or delayed).

4.	LIMITATION

The Firm shall be entitled in any action or proceedings by the Beneficiary under this Deed to rely on any limitations in the Appointment and to raise the equivalent rights in defense of liability (except set-off and counterclaim) as it would have against the Client under the Appointment, provided however that:

4.1	the Firm acknowledges that the Client has paid all fees and expenses properly due and owing to the Firm under the Appointment up to the date of this Deed and that the Beneficiary has no liability to the Firm in respect of fees and expenses under the Appointment;

4.2	nothing in this clause 4 shall entitle the Firm to contend in any motion or proceedings that the Beneficiary can only recover reduced or nominal damages because the Client has suffered no loss or a loss that is less than that actually suffered by the Beneficiary.

5.	ASSIGNMENT

This Deed and/or the benefit thereof may be assigned three times by the Beneficiary without the Firm's consent, and no further assignment will be permitted thereafter without the prior written consent of the Firm (which shall not be unreasonably withheld or delayed).

6.	INSTRUCTIONS

The Beneficiary has no authority to issue any direction or instruction to the Firm in relation to the performance of the Services.

7.	LICENCE

7.1

The copyright in all documents and reports provided by the Firm in connection with the Appointment shall remain vested in the Firm, but the Beneficiary shall have an irrevocable non-exclusive royalty-free license to use and copy such documents and reports for all purposes in connection with [ ] provided always that the Firm shall have no liability for any use made or reliance placed on such documents and reports which is not permitted by this clause.

7.2	This license shall carry the right to grant sub-licenses and shall be transferable to third parties.

7.3

The Firm shall if so requested by the Beneficiary at any time give the Beneficiary access to the documents relevant to the performance of the Services and if requested supply copies of any documents referred to in clause 7.1 to the Beneficiary subject to the Beneficiary paying Firm's reasonable copying charges.

8.	INSURANCE

8.1

The Firm warrants and undertakes to the Beneficiary that it has, and at all times during the performance of the Services had, in force valid professional indemnity insurance, that the premiums for the current period of Insurance have been duly paid to the insurer, and that for the period of twelve years from the date of issue of the Reports, provided that such insurance is available at commercially reasonable rates, it will maintain and renew promptly professional indemnity insurance with a reputable UK Insurer for amounts of cover in respect of the Firm's liability under this Deed in the sum of not less than �10,000,000 for each and every claim in respect of all risks other than pollution, contamination or asbestos and �10,000,000 for claims in the aggregate in respect of pollution or contamination and �5,000,000 for claims in the aggregate in respect of asbestos.

8.2	The Firm shall within seven days of any reasonable request produce a certificate of insurance issued by a reputable insurance broker [Illegible] evidence of the Firm's Insurance cover and evidence of payment by the Firm of the necessary premiums.

8.3	The Firms shall immediately inform the Client if the said professionally indemnity insurances ceases to be available at commercially reasonable rates and terms or otherwise are not maintained or renewed or for any reason become void or unenforceable.

8.4	The Firm shall within seven days of completion of this Deed provide a copy of it to its insurers for the time being for the purposes of disclosure of the existence of the warranty contained in clause 2.

9.	NOTICES

Any notices to be given by the Firm hereunder shall be deemed to be duly given if it is delivered by hand or sent by registered post or recorded delivery to the Beneficiary at its registered office or principal place of business, and any notice given by the Beneficiary hereunder shall be deemed to be duly given if it is addressed to the Managing Director and delivered by hand or sent by registered post or recorder delivery to the registered office of the Firm.

10.

LIMITATION

The Firm shall have no liability under this Deed in respect of the subject matter of litigation proceedings (other than the enforcement of judgements) which have not been commenced prior to the expiration of twelve years from the date of Issue of the Reports.

11.

VALIDITY

The validity of this Agreement shall be governed by English law and the parties irrevocably agree to submit to the non-exclusive jurisdiction of the English Courts.

IN WITNESS whereof the parties hereto have executed and delivered this Agreement the day and year first before written


This Common Seal of (FIRM)		)
Was hereunto affixed in the presence of		)

		Director

		Director/Secretary


Executcd as a Deed by [BENEFICIARY]		)
acting by		)

		Director

		Director/Secretary

Annexure 3

(Form of Warranty from Landlord)

DATED 2007

SLOUGH TRADING ESTATE LIMITED

- to -

RACKSPACE MANAGED HOSTING LIMITED

DEED OF WARRANTY

relating to

Building 115 Buckingham Avenue

Trading Estate Slough

Ref: PD/TNP/LM/S2884/01010

Nabarro Nathanson

Lacon House

Theobald's Road

London WC1X 8RW

Tel: 020 75246000

Fax: 01753 512768

THIS AGREEMENT is made the day of 2007

BETWEEN

(1)	SLOUGH TRADING ESTATE LIMITED (Company Registration Number 1184323) whose registered office is at 234 Bath Road Slough Berkshire SLl 4EE ("Slough") and

(2)	RACKSPACE MANAGED HOSTING LIMITED (Company Registration Number 3897010) whose registered office is at 2 Longwalk Road Stockley Park Uxbridge Middlesex UB11 1BA ("the Company" which term shall include all assignees to the extent permitted under this Agreement) ("the Beneficiary").

WHEREAS

(A)	Slough has carried out the construction of premises known as Building 115 Buckingham Avenue Trading Estate Slough ("the Works")

(B)	Slough has agreed to provide this warranty in favour of the Beneficiary.

(C)	The Beneficiary has taken a lease of the Works ("the Lease") and Slough has agreed to enter into this Agreement with the Beneficiary.

Now in consideration of the payment of one pound (�1.00) by the Beneficiary to Slough (receipt of which Slough acknowledges) IT IS HEREBY AGREED AS FOLLOWS:

1.	Slough warrants to the Beneficiary that:

1.1	the Works have been completed to comply with the performance specification or requirements contained in the Health and Safety file;

1.2	the it has carried out and completed the Works in a proper good and workmanlike manner and in compliance with the Specifications, the Health and Safety Plan and the Statutory Requirements.

Without prejudice to the generality of clause 1 Slough further warrants that it the has exercised and will continue to exercise reasonable skill and care to see that materials are specified for use and used in the Works are in compliance with the principles set out in the Ove Arup and Partners guidance document Good Practice in the Selection

of Construction Materials, edition current at the date of when the Works were carried out and Slough further warrants that it has used all reasonable skill and care to avoid specifying any materials which are or ought to be known by it:

2.1	by their nature or application contravene any British Standard or British Code of Practice or European Union equivalent current at the time of specification;

2.1.1

be deleterious to the condition of the completed Works; or

2.1.2

carry a material risk to the health and safety of any person involved in the design and/or construction of the works and/or any user and/or occupant of the completed Works.

Without prejudice to the generality of this clause 2 Slough further warrants that it has used reasonable skill and care to see that no substances generally known at the time of carrying out the Works to be deleterious to the structural integrity of the Works or to health and safety have been used in respect of the Works.

4.	This Agreement may be assigned twice after which this Agreement shall be of no further effect save for any antecedent claim.

Any notice to be given by the parties hereunder shall be deemed to be duly given if it is delivered by hand at or sent by recorded delivery to the other party at its registered office or such other address as the party to be served shall have previously notified in writing and in the case of any such notices the same shall if sent by recorded delivery be deemed to have been received forty-eight hours after being posted and if delivered by hand be deemed to have been received at the time of delivery.

6.	The copyright in all drawings, reports, specifications, bills of quantities, calculations and other similar documents provided by Slough in connection with the Works shall remain vested in Slough.

The Beneficiary and any person authorised by the Beneficiary is hereby granted an irrevocable royalty free licence to use and reproduce all the items referred to in clause 6 and all amendments and additions to them which are now or at any time in the future prepared designed or drawn for all purposes relating to the Works provided that Slough shall not be liable for any such use for any purpose other than that for which the item in question was originally prepared by Slough.

Slough shall at any time on request allow the Beneficiary and any person authorised by the Beneficiary access to all such items referred to in clause 6 and all amendments and additions to them which are now or at any time in the future prepared designed or drawn and shall provide copies thereof to the Beneficiary or any such person at the expense of the Beneficiary or any such person.

9.	Slough shall no liability whatsoever in relation to the carrying out of the Works after the December 2017.

10.

Slough's liability under this Agreement shall be limited to that which would be just and equitable having regard to the extent of Slough's responsibility for the same on the basis that the Beneficiary have or will have the benefit of a warranty from Robert Walpole & Partners (structural engineers) and PD Architects (architects) relating to the Works and given (either before or after the completion of this Agreement) to the Beneficiary.

11.	This Deed shall be governed by English Law and the parties hereby irrevocably submit to the exclusive jurisdiction of the English Courts.

12.	The parties to this Deed do not intend that any of its terms will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person not a party to it.

IN WITNESS whereof Slough has today executed this Agreement as a Deed and delivered the same.


EXECUTED as a DEED by SLOUGH	)
TRADING ESTATE LIMITED	)
acting by:

		Director

		Director/Secretary

EXECUTED as a DEED by )
RACKSPACE MANAGED HOSTING LIMITED


acting by:	)

		Director

		Director/Secretary

Annexure 4

(Form of Lease and plans)

DATED 2007

SLOUGH TRADING ESTATE LIMITED

- to -

RACKSPACE MANAGED HOSTING LIMITED

LEASE

Premises known as

Building 115 Buckingham Avenue

Trading Estate Slough

Nabarro Nathanson

Lacon House

Theobald's Road

London WC1X 8RW

Ref: PD/TNP/LM/S2884/01010

LAND REGISTRY PARTICULARS

LRl. Date of lease

LR2. Title number(s)

LR2.1 Landlord's title number(s)

BK411078

LR2.2 Other title numbers

LR3. Parties to this lease

Landlord

SLOUGH TRADING ESTATE LIMITED (incorporated and registered in England and Wales under company number 1184323) the registered office of which is at 234 Bath Road Slough Berkshire SL1 4EE

Tenant

RACKSPACE MANAGED HOSTING LIMITED (incorporated and registered in England and Wales under company number 3897010) the registered office of which is at 2 Longwalk Road Stockley Park Uxbridge Middlesex UB11 1BA

LR4. Property

Building 115 Buckingham Avenue Slough Trading Estate Slough and more particularly described in part 6 of the Particulars to the Lease.

In the case of a conflict between this clause and the remainder of this lease then, for the purposes of registration, this clause shall prevail.

LR5. Prescribed statements etc.

None.

LR6. Term for which the Property is leased

Twenty years from and including 2007

LR7. Premium

None.

LR8. Prohibitions or restrictions on disposing of this lease

This lease contains a provision that prohibits or restricts dispositions.

LR9. Rights of acquisition etc.

LR9.1 Tenant's contractual rights to renew this lease, to acquire the reversion or another lease of the Property, or to acquire an interest in other land

The Tenant's rights to renew as specified in this lease at clause 8 and clause 9.

LR9.2 Tenant's covenant to (or offer to) surrender this lease

None.

LR9.3 Landlord's contractual rights to acquire this lease

None.

LR10 Restrictive covenants given in this lease by the Landlord in respect of land other than the Property

None.

LRll. Easements

LRll.l Easements granted by this lease for the benefit of the Property

The easements granted for the benefit of the Property as specified in this lease at Part 1 of the Second Schedule.

LRl1.2 Easements granted or reserved by this lease over the Property for the benefit of other property

The easements granted or reserved by this lease over the Property as specified in this lease at Part 2 of the Second Schedule

LR12. Estate rent charge burdening the Property

None.

LR13. Application for standard form of restriction

None.

LR14. Declaration of trust where there is more than one person comprising the Tenant

Not applicable.

iii

CONTENTS


Clause	Subject matter	Page
1.	DEFINITIONS	1
2.	INTERPRETATION	2
3.	DEMISE	3
	Rent	3
	Additional Rent	3
4.	TENANT's COVENANTS	3
	Payment of rents	3
	Interest on late payments	4
	Payment of rates	4
	Exterior maintenance	4
	Interior painting	4
	Repair	4
	Yielding Up	5
	Reinstatement	5
	Landlord's access	5
	Default remedies of the Landlord	6
	Signs	6
	Use	6
	Nuisance	7
	Estate Regulations	7
	Estate Costs	7
	Acts prejudicial to insurance	8
	Safeguarding the Premises	8
	Planning Applications	9
	Alterations	9
	Statutory obligations	9
	Alienation	10
	Registration of dealings	13
	Reletting and sale boards	13
	Costs of licences and notices as to breach of covenant	13
	Indemnity	14
	VAT	14
	Defects	14
	Prohibited uses	15
5.	LANDLORD's COVENANTS	15
	Quiet enjoyment	15
	Insurance	15
	Insurance details	16
6.	CONDITIONS	16
	Re-possession on Tenant's default	16
	Benefit of insurance and abatement of rent	17
	Notices	17
	Contracts (Rights of Third Parties) Act 1999	17
7.	RENT REVIEW	18
8.	FIRST OPTION TO RENEW
9.	SECOND OPTION TO RENEW	20
10.	OPTION TO DETERMINE


		FIRST SCHEDULE		26
		Description of the Building and Fixtures		26
		SECOND SCHEDULE		26
		Part 1 - The Rights		26
		Part 2 - The Exceptions and Reservations		26
		THIRD SCHEDULE		27
		Obligations of the Surety		27
		FOURTH SCHEDULE		29
		Rent Review Memorandum		29
		FIFTH SCHEDULE		29
		Permitted Alterations		29

PARTICULARS


1. DATE OF THIS DEED		2007

2. LANDLORD		SLOUGH TRADING ESTATE LIMITED

Registered office		234 Bath Road Slough SL1 4EE

Company Registration No.		1184323

3. TENANT		RACKSPACE MANAGED HOSTING LIMITED

Registered office		2 Longwalk Road Stockley Park Uxbridge Middlesex UB11 1BA

Company Registration No.		3897010

4. ESTATE		the area from time to time comprising the Landlord's estate known as Trading Estate Slough Berkshire of which the Premises form part

5. PREMISES		the land and building described in Part 1 of the First Schedule and known as Building 115 Buckingham Avenue Slough Trading Estate Slough Berkshire as shown edged red on the Plan

6. COMMENCEMENT DATE		2007

7. TERM		Twenty years together with the period of any continuation or extension of the tenancy granted by this Lease (subject as hereinafter provided)

8. RENT COMMENCEMENT DATE		2007

9. RENT		�543,165 per annum subject to review as provided in this Lease

10. REVIEW DATES		[ ] 2012 and [ ] 2017 and [ ] 2022

11. PERMITTED USE		use as an electronic data exchange centre together with uses ancillary thereto together with ancillary offices or such other purpose within Class B1(c) B2 or B8 of the Schedule to the Town and Country Planning (Use Classes) Order 1987 (as amended or replaced from time to time)

LEASE

THIS LEASE is made on the date and between the parties stated in the Particulars

WITNESSETH AS FOLLOWS:

1.	DEFINITIONS

In this Lease the following expressions have the meanings indicated:

"Accessway"

means the roads and pathways shown hatched brown on the Plan

"Act"

means the Landlord and Tenant (Covenants) Act 1995

"Authorised Guarantee Agreement"

has the meaning defined in and for the purposes of Section 16 of the Act and the form of such agreement shall be as reasonably required by the Landlord

"Base Rate"

means the base rate of National Westminster Bank Plc from time to time (or such other clearing bank as the Landlord shall nominate) or (if such rate shall cease to be published) such other reasonable or comparable rate as the Landlord shall from time to time designate

"Conducting Media"

all sewers drains pipes wires watercourses subways cables ducts apparatus conduits and any other media or works for the conduct or transmission of any service matter or material

"Full Reinstatement Value"

the costs (including demolition professional fees and any value added tax payable) which would be likely to be incurred in carrying out repair or reinstatement to the Premises in accordance with the requirements of this Lease at the time when such repair or reinstatement is likely to take place having regard to current building techniques and materials

"Insured Risks"

means fire lightning earthquake landslip heave subsidence explosion aircraft riot storm tempest flood burst pipes malicious damage impact damage and terrorism (if

reasonably available in the insurance market at reasonable commercial rates) and such other insurable risks and on such terms as the Landlord may from time to time reasonably consider necessary but excluding any risks which the Landlord acting reasonably shall decide from time to time not to include in any policy but so that the Landlord shall give at least fourteen days' prior notice in writing to the Tenant of any risk ceasing to be covered by any policy

"Loss of Rent"

the loss of the rent first reserved by clause 3 for a period of three years having regard to the likely period required for reinstatement or repair in the event of both partial and total destruction and in an amount which would take into account potential increases of rent in accordance with clause 7

"Permitted Alterations"

means the alterations additions and works as specified in the Fifth Schedule

"Permitted Part"

means a part of the Premises provided that at anyone time the number of underlettings of part shall not exceed four in total

"Plan"

the plan annexed hereto

"Planning Acts"

includes the Town and Country Planning Act 1990 the Planning (Listed Buildings and Conservation Areas) Act 1990 the Planning (Hazardous Substances) Act 1990 and the Planning (Consequential Provisions) Act 1990

"Prescribed Rate"

four per centum above the Base Rate

"Simplified Planning Zone"

means the area of the Estate subject to the Simplified Planning Zone Scheme adopted on 12^thNovember 2004

2.	INTERPRETATION

2.1	The expressions "the Landlord" and "the Tenant" shall wherever the context so admits include their respective successors in title

2.2	Where the Tenant or the Surety (if any) for the time being are two or more persons the terms "the Tenant" or "the Surety" (if any) include the plural number and obligations expressed or Implied to be made by such party are deemed to be made by such persons jointly and each of them severally

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

2.4	References in this Lease to any statute or legislation (whether specific or general) include any other statute or legislation replacing amending or supplementing the same and any orders regulations bye-laws notices permissions approvals or consents thereunder

3.	DEMISE

The Landlord demises to the Tenant with full title guarantee the Premises together with the Rights referred to in Part 1 of the Second Schedule but subject to the Exceptions and Reservations referred to in Part 2 of the Second Schedule to hold to the Tenant for the Term starting on the Commencement Date yielding and paying therefor during the Term:

3.1

Rent

yearly the Rent (and all increases arising from any review pursuant to the provisions in this Lease for the review of rent) to be paid without any deduction or set off (save as required by law) by equal quarterly payments in advance on the Twenty-fifth day of March the Twenty-fourth day of June the Twenty-ninth day of September and the Twenty-fifth day of December in every year the first payment for the period from and including the Rent Commencement Date up to and including the day immediately preceding the quarter day next after the Rent Commencement Date to be made on the Rent Commencement Date

3.2	Additional Rent

As additional rent first such amounts (if any) as are referred to in clause 4.15 to be paid as there stated and recoverable by distress in the same way as rent in arrear unless there is at such time a dispute between the Landlord and the Tenant about such sums and secondly a sum or sums of money equal to the reasonable expense incurred by the Landlord in effecting or maintaining insurance in accordance with clause 5.2 as the Landlord shall from time to time effect such insurance for the Landlord's benefit in the Full Reinstatement Value against the Insured Risks and the Loss of Rent such sum or sums to be paid within seven days of demand

4.	TENANT's COVENANTS

The Tenant covenants with the Landlord as follows:

4.1	Payment of rents

To pay the respective rents and sums of money reserved and made payable at the times and in the manner in which the same are set out or referred to in clause 3 without any deduction or set off (save as required by Law) and to make all such payments to the Landlord on the due date through the bankers of the Tenant by the Bankers Automated Clearing System or other similar system

4.2	Interest on late payments

If the Tenant shall fail to pay any rents or any other sum payable under this Lease within seven days of when the same is due (whether in the case of the yearly rent formally demanded or not) to pay to the Landlord as additional rent (but without prejudice to any other rights of the Landlord including those under clause 6) interest on all such rents or other sums from the due date for payment until the date actually paid at the Prescribed Rate current at such due date and any such interest shall be recoverable by the Landlord as rent in arrear

4.3	Payment of rates

4.3.1

To indemnify -the Landlord against all existing and future rates or other outgoings whatsoever imposed or charged upon the Premises or upon the owner or occupier in respect of the Premises in respect of the Term

4.3.2

To pay and be responsible for all electricity gas and other services to the Premises during the Term

4.4	Exterior maintenance

In every third year of the Term and in the last year of the Term to prepare and paint the outside of the building erected on the Premises where usually or previously so painted in a good and workmanlike manner and otherwise properly to clean treat and decorate other parts of the outside of the said building as the same ought to be cleaned treated and decorated (such painting and decorating to be carried out in colours and patterns first approved by the Landlord) Provided That nothing in this Lease shall require the Tenant to carry out such cleaning, treating or decoration to the outside of the said building more than once in any period of eighteen months

4.5	Interior painting

In every fifth year of the Term and in the last year of the Term to prepare and paint all the interior of the said building where usually or previously so painted in a good and workmanlike manner (all such painting in the last year of the Term to be carried out in colours approved by the Landlord such approval not to be unreasonably withheld or delayed)

4.6	Repair

4.6.1

Well and substantially to repair and maintain the Premises (damage by any of the Insured Risks excepted save to the extent that the insurance moneys are withheld or the policy avoided by reason of any act or omission on the part of the Tenant or any undertenant or any employee contractor or invitee of either of them) and at all times to keep the same in good and substantial repair and condition and so repaired cleaned and maintained and further to keep all unbuilt parts of the Premises clean and tidy and free from rubbish and waste materials

4.6.2

Subject to clause 4.6.3 to keep such part of the Premises (if any) as is hatched green on the Plan as well-maintained landscaped areas and in accordance with any reasonable general scheme for the Estate from time to time implemented by the Landlord

4.6.3

If the Landlord so requires at any time or from time to time not to do the things referred to in clause 4.6.2 (or such of them as may be notified to the Tenant) but instead to pay to the Landlord within seven days of written demand the reasonable costs incurred by the Landlord in doing so

4.7	Yielding Up

At the expiration or sooner determination of the Term to yield up the Premises in good and substantial repair in accordance with material compliance by the Tenant with its obligations under this Lease and subject to clause 4.8.3 to remove such tenant's trade fixtures and fittings and any signs erected by or at the instance of the Tenant making good any damage to the Premises caused by such removal

4.8	Reinstatement

4.8.1

Before the expiry of the Term (unless the Tenant has exercised the option contained in clause 8 or clause 9 and subject to clause 4.8.3) the Tenant shall carry out such works of reinstatement as shall be necessary in order to ensure that the Premises conform with the description of contained in the First Schedule

4.8.2

All such works shall be carried out to the reasonable satisfaction of the Landlord and the Tenant shall apply for any necessary planning permission or approval which may be required to carry out such works under the Planning Acts or other legislation

4.8.3

If before the expiry of the Term the Landlord shall have entered into a binding commitment with a third party to take a lease of or to purchase the Premises with the benefit of any Permitted Alterations then the provisions of this clause 4.8 and the obligation then to remove shall be of no further effect but the Tenant shall be nonetheless required to obtain and deliver to the Landlord evidence that any such Permitted Alterations left at the Premises comply with the legislative requirements relating to the safe use of such items

4.9	Landlord's access

4.9.1

To permit the Landlord or its agents by prior appointment (which shall not be unreasonably withheld or delayed) with the Tenant on not less than two (2) working day's notice (or with such notice in an emergency as may be reasonably possible) during the Term during reasonable hours in the day (or at any time in the case of emergency) with or without workmen and others to enter the Premises for the purpose of ascertaining that the covenants and conditions of this Lease have been performed and observed by the Tenant and examining (including where reasonable so to do opening up floors walls and ceilings where necessary to examine) the state of repair and condition of the Premises or for the purpose of taking inventories of the Landlord's fixtures or of carrying out works on the adjoining property of the Landlord to the extent that such works cannot reasonably be carried out without material additional cost and of exercising any of the Exceptions and Reservations referred to in Part 2 of the Second Schedule Provided That the Landlord shall make good any damage caused by such entry and the exercise of such rights

4.9.2

Where the Tenant has granted the Landlord access to the Premises under the provisions of clause 4.9.1 or the Part 2 of the Second Schedule the Landlord shall:-

(i)

be accompanied at all times by such representative(s) of the Tenant as the Tenant shall reasonably decide is reasonably required

(ii)

comply with the Tenant's reasonable security requirements

(iii)

procure that the Tenant's business is not adversely affected