Dated - Amazon S3...company number 521713 whose registered office is at Mossack Fonseca & Co (BVI) Ltd Akara Building 24 De Castro Street PO Box 3136 Road Town Tortola British Virgin

| HILL DICKINSON

2016 Dated

Counterpart/ LEASE

between

(1) Valedown Limited

and

(2) UK Renewable Fuels Limited

Relating to Unit 1, Knowsley Point Yardley Road Knowsley Industrial Estate Knowsley L33 7SS

Hill Dickinson LLP Liverpool

Ref; GA.LI\/1B.966332.124

www.hilldickinson.com

LEASE

70 2016 Dated

BETWEEN

VALEDOWN LIMITED incorporated and registered in British Virgin Islands with

company number 521713 whose registered office is at Mossack Fonseca & Co (BVI)

Ltd Akara Building 24 De Castro Street PO Box 3136 Road Town Tortola British

Virgin Islands and whose address for service in the UK is 163 Triumph Way Triumph

Business Park Speke Hall Road Liverpool L24 9SQ (Landlord), and

(1)

UK RENEWABLE FUELS LIMITED incorporated and registered in England and

Wales with company number 06755067 whose registered office is at Hamilton

House, 56 Hamilton Street, Birkenhead, Wirral CH41 5HZ (Tenant).

(2)

THE PARTIES AGREE AS FOLLOWS:

1 GRANT OF TENANCY

The Landlord hereby demises to the Tenant the premises known as Unit 1 Knowsley

Point, Yardley Road, Knowsley Industrial Estate, Knowsley L33 7SS (Premises) and

shown edged in blue on the plan attached being part of the Landlord's estate at

Knowsley Point registered at the Land Registry under title numbers MS345566 and

MS410225 (the Estate) and shown edged in red on the plan attached subject to all

rights and other matters referred to on those title numbers and relating to the

Premises together with the Landlord's fixtures and fittings within the Premises and

the right to use common services and access ways designated from time to time by

the Landlord for the use of the Premises to hold the same unto the Tenant.

From and including 21st April 2016 to and including 20th April 2019 (the Term)

paying the clear yearly rent of £14,500.00 (fourteen thousand five hundred pounds)

from 21st April 2016 until 20th April 2017;

then paying the clear yearly rent of £14,700.00 (fourteen thousand seven hundred

pounds) from 21st April 2017 until 20th April 2018, and

then paying the clear yearly rent of £15,400.00 (fifteen thousand four hundred

pounds) from 21st April 2018 throughout the remainder of the Term.

There are reserved out of this tenancy to the Landlord all rights that the Landlord may

from time to time require in over under or through the Premises for the proper

management and operation of the Estate and to comply with any obligations on the

part of the Landlord relating to the Premises.

Page 1 140369350J

hi

mr E» v^. .r- i0

n J

I

1 U Lfl,

-d

i <;

« 'S

iSiu....:i c

XL :}

P

\ / :n

J

I o

I I I i'-

f..

atesjii '.la^ nimafrf1;

.-. u,--,.--; v.".

I L I

i u

•i r; %

•Z'.'Sr' -Jt -"r.r'.'; V

—'•:•••?

vl

lv>v\

Vv

H

v.

f'

J-'

i

•;

fi

L.:M\ r*

X~J LJ-

| ;v,' »

fi 5 !-.

K §

%k if

J ; ; •|

l

ts

jj

;i t.y

'gLJ |

) ;TT;

II

\

-r'

^ciiiiiJttssssssssasss^

"j* ')•- 3

J \

Aco»waeiD ROAD

\

g

nr"

//

ii

L\;

2 TENANT'S COVENANTS

The Tenant hereby jointly and severally covenants with the Landlord:

To pay the said rent (and any VAT) at the time and in the manner aforesaid

without any deduction or set off whatsoever, 2.1

To pay all existing and future rates, taxes, assessments and outgoings

imposed or charged upon the Premises or in respect of the occupation

thereof and to pay a fair proportion of any rates or other outgoings which are

payable in respect of any premises of which the Premises form part,

2.2

To pay to the Landlord on demand by way of additional rent a proportion

pro-rated on the basis of floor areas of the total insurance premium for the

Estate against loss or damage by fire or other risks as the Landlord may

require such proportion to be determined by the Landlord's surveyor and to

pay any costs or expenses incurred by the Landlord in relation to the

insurance as a result of any act neglect default or omission of the Tenant,

2.3

To pay by way of additional rent a proportion pro-rated on the basis of floor

areas of the total cost (including a reasonable management charge) of

lighting, heating, cleaning, renewing, construction, rebuilding, maintaining

and repairing all common areas and structures of any kind including the roof

main structure and walls of the Estate such proportion to be determined by

the Landlord's surveyor, capped at £575.00 in the first year of the Term and

subject to increase on an annual inflation basis linked to RPI or similar index

that replaces the same,

2.4

To pay interest at the rate of 4% per annum over the base rate from time to

time of Barclays Bank pic from the due date until payment on any rent or

other payments that are not paid within five working days of the due date,

2.5

To pay all charges for electricity, water, telephone and other services in

respect of the Premises, 2.6

Not to use the Premises other than for storage manufacture development

and distribution specialists fuels and chemicals and related products and

services or such other uses as defined within Classes B1, B2 and B8 of the

Town and Country Planning (Use Classes) Order 1987 (as amended) which

the Landlord approves in writing, such approval not to be unreasonably

withheld or delayed,

2.7

Not to carry out any external or structural alterations to the Premises and not

to carry out any internal and non-structural alterations without the prior 2.8

Mage 2 14036935CM

written consent of the Landlord which if given will be subject to such

conditions and obligations as the Landlord may impose (acting reasonably),

To keep the interior of the Premises (which includes external doors,

windows and window frames and the sanitary and water apparatus thereof

and all other fixtures within the Premises and belonging to the Landlord) in

good and tenantable repair,

2.9

2.10 To permit the Landlord and all those authorised by him at all reasonable

times to enter upon and examine the condition of the Premises. Within 28

days after the served of a notice of repair (or schedule of dilapidations) the

Tenant shall comply with such notice. If the Tenant has not carried out the

repairs specified by the Landlord within 28 days the Landlord may enter with

such workmen and appliances as may be necessary to execute such repairs

and any costs incurred thereby shall be forthwith recoverable from the

Tenant by way of additional rent. The Landlord may in addition enter as

aforesaid for any purpose in connection with the Estate or any adjoining or

neighbouring premises,

2.11 To carry out all works and provide and maintain all arrangements in respect

of the Premises and their use that are necessary in order to comply with the

requirements of any statute and to supply the Landlord with a copy of any

notice from any competent authority affecting the Premises as soon as it is

received by the Tenant and immediately to give written notice to the

Landlord of any defect in the Premises which might result in an obligation on

the Landlord,

Not to do or permit any waste or damage to the Premises or do or permit

(and ensure that the Premises are closely monitored to prevent) any

nuisance, annoyance, noise and damage of any kind whatsoever which may

be or become offensive or noisy or a nuisance or annoyance to the Landlord

or any of the tenant's of occupiers adjoining the premises,

2.12

2.13 Not to apply for planning permission relating to the Premises,

2.14 To comply with all regulations for proper management of the Premises as

are made by the Landlord from time to time and communicate to the Tenant

in writing,

To comply with all requirements and recommendations of the insurers and

the fire authority about the Property, 2.15

Page 3 140369350J

Not to do anything which could adversely affect any insurance policy covering the Property and to immediately give written notice to the Landlord of anything which might affect ay insurance policy covering the Property,

2.16

Not to assign, underlet or part or share possession or occupation of the Premises or any part thereof save by way of an assignment of the whole of the Premises subject to:

2.17

the prior consent in writing of the Landlord which shall not be unreasonably withheld and which if given will be subject to such conditions and obligations as the Landlord may impose (acting reasonably):

2.17.1

2.17.2 the payment of all sums due from the Tenant hereunder;

there being in the Landlord's opinion no material breaches of any of the Tenant's covenants hereunder;

2.17.3

2.17.4 the Tenant covenanting by way of indemnity and guarantee with the Landlord against all losses incurred as a result of any failure by the assignee to comply with any of the terms of this lease during such period as the assignee is bound by the Tenant's covenants in this lease; and

2.17.5 the assignee being in the opinion of the Landlord no less substantial in financial terms as the Tenant was at the date on which this Lease was assigned or granted to the Tenant or at the date of the application for consent to assign this lease whichever is the greater; and

2.17.6 in the case of the grant of an underlease, the underlease being validly excluded from the provisions of sections 24 to 28 of the Landlord and Tenant Act 1954 (as amended) in relation to the tenancy thereby created

2.18 To pay on demand, on an indemnity basis, all costs and expenses to the Landlord in relation to any application for consent or licence (whether or not granted), the preparation and service of a notice of proceedings under Section 146 or 147 of the Law of Property Act 1925 (even if forfeiture is avoided), the preparation and service of any schedule of dilapidations, the attempted recovery of arrears of rent or other sums due from the Tenant including any bailiff fees, or remedying any breach by the Tenant of the provisions of this tenancy,

Page 4 140369350_1

To yield up the Premises and all additions thereto in good and tenantable repair and condition at the termination of this lease having complied with all of the Tenant's obligations hereunder and having (if requested to do so by the Landlord prior to the termination of this lease) reinstated any alterations made to the Premises by the Tenant or any predecessor in title,

2.19

At the expiration or sooner determination of the Term to deliver all keys of the Premises to the Landlord and yield up the Premises to the Landlord with vacant possession,

2.20

To indemnify the Landlord against all losses arising out of any breach by the Tenant of the provisions of this lease,

2.21

Any obligation by the Tenant to make any payment shall be taken to include a provision that where value added tax (VAT) is due, it shall be paid in addition.

2.22

LANDLORD'S COVENANTS 3

The Landlord agrees with the Tenant that the Tenant paying the rent and observing the stipulations on his part herein contained shall peacefully hold and enjoy the Premises during the Term without any interruption by the Landlord or any person lawfully claiming under or in trust for it.

3.1

The Landlord agrees with the Tenant to keep the structural elements of the Premises wind and watertight.

3.2

The Landlord will insure with a reputable insurance company or firm of underwriters ("the Insurers") the Premises against loss or damage by fire lightning explosion storm tempest flood bursting or overflowing of water tanks apparatus and pipes impact aircraft and articles dropped from aircraft (in peacetime) riot civil commotion labour disturbances and malicious persons and any other risks which the Landlord may from time to time require (the "Insured Risks") in a sum equal to the Landlord's estimate of the full cost (including costs of demolition temporary support and protection VAT professional fees costs and disbursements any work required by statute and any other incidental costs) which would likely to be incurred in connection with reinstating the Premises in accordance with clause 3.4 at the time when such reinstatement is likely to take place having regard to all relevant factors (including inflation)

3.3

If the Premises are damaged or destroyed by an Insured Risk the Landlord will as soon as reasonably practicable after the date on which it becomes

3.4

Page 5 140369350_1

aware of the destruction or damage but subject to the Tenant complying with

its obligations in clause 2.3, 2.16 and 2.17:

3.4.1 use reasonable endeavours to obtain permission licences and

approvals necessary for the works of reinstatement (the "Consents")

3.4.2 (subject to obtaining the Consents) lay out the net proceeds of the

insurance monies received by the Landlord in reinstating the Premises

3.5 The Landlord shall use reasonable endeavours at its sole cost to procure that

the superior landlord complies with the covenants in the headlease dated 14th

June 1993 and made between Knowsley Borough Council and Erin Marketing

Limited.

4 PROVISO

Forfeiture 4.1

Provided always that if any rent shall be unpaid for 14 days after becoming

payable (whether formally demanded or not), or if the Tenant shall omit to perform or observe any stipulations herein, or any distress or execution is

levied on the Tenant's goods, or there occurs in relation to the Tenant (or

where the Tenant comprise two or more persons there occurs in relation to

any such persons) the taking of any step, whether by a third party or

otherwise, towards insolvency, which includes the taking of any step towards liquidation, winding up, bankruptcy, administration, receivership,

administrative receivership, a voluntary agreement, or an arrangement or

compromise with creditors, then and in any case it shall be lawful for the Landlord at any time thereafter to, by re-entering any part of the Premises,

forfeit this tenancy and the term shall end, but without prejudice to any other

rights or remedies of the Landlord.

Miscellaneous 4.2

It is agreed by the Landlord and Tenant that:

Nothing contained in this tenancy impliedly grants to the Tenant

any rights other than those expressly granted by this tenancy or

implies a warranty that the Premises may be used for any purpose,

4.2.1

The Tenant acknowledges that this tenancy has not been entered

into in reliance wholly or partly on any representations made by, or

on behalf of, the Landlord,

4.2,2

Page 6 140369350_1

Nothing in this tenancy shall give the Tenant the benefit of any agreement entered into by an person in respect of any property not comprised in this tenancy,

4.2.3

Nothing in this tenancy shall impose on the Landlord any liability for any defects of failure at any time of any part of the Premises or any equipment therein whosoever caused,

4.2.4

Section 196 of the Law of Property Act 1925 shall apply to all notices served under this tenancy but such provisions shall be extended so that where the expression "Tenant" includes more than one person, service on any of them shall be deemed to be served on them all, and any demand or notice sent by mail shall be treated conclusively as having been made, given or served on the second working day after the day of posting,

4.2.5

The parties to this tenancy do not intend that any term of this tenancy shall be enforceable solely by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party

4.2.6

Break Clause: the Tenant may terminate this lease at any time after the start of the Term by giving to the Landlord not less than three months prior written notice of that wish and provided that on the expiration of that notice the Tenant gives to the Landlord full vacant possession of the Premises and has observed and performed all of its covenants under this lease then this lease then this lease shall terminate but any such termination shall be without prejudice to any claim that the Landlord may have against the Tenant in respect of any prior breach by the Tenant of the terms of this lease

4.3

EXECUTED by the parties as a deed and delivered on, but not before, the date of this lease.

Page 7 140369350_1

EXECUTED AS A DEED by UK ) RENEWABLE FUELS LIMITED acting by a Director in the presence of:

) )

Director V

Witness signature

PdUL // 6

IS_ iMlk&sl L/aoO

Witness name X'

Witness address

$-4Ajf Ar rr MOA . Witness occupation

Page 8 14036935CM