Amendment to the £40,000,000 Facility Agreement

EXHIBIT 10.13

From:

Xxxx Xxxxxx and Xxxxxxx Xxxxxxxx

(“MWTR”)

For and on behalf of the Issuer(s)

Xxxx Xxxxxx

Xxxxxxx Xxxxxx Xxxxxxxx

Xxxxxxxx Street Regeneration Limited

The Vinyl Factory Limited

Fineyork Limited

Brighton Seafront Regeneration Limited

and

Vinyl Factory Xxxxxxxxxx 0 Berlin S.à.x.x

To:

Soho Works Limited

(“SWL”)

Dated: 11th March 2022

Dear SWL,

Amendment to the £40,000,000 Facility Agreement

We refer to the £40,000,000 facility agreement entered into on 29 September 2017 between the Issuer(s) as referred to above and SWL (the “Facility Agreement”).

The Issuer(s) as referred to above agrees to the extension of clause 1.2 “Repayment Date” from 5 year to 6 years as shown in the below schedule subject to internal approvals and the following Condition Subsequent to be entered into by The Issuer(s) as referred to above and SWL:

•Security over Chattels Agreement in the form attached relating to the schedule of Fixtures and Fittings.

Save to extent that it is amended by this letter, the Facility Agreement shall continue in full force and shall be deemed to operate as though the amendment made by this letter were incorporated in the Facility Agreement. In all other respects, the parties confirm the terms of the Original Agreement.

The Issuer(s) referred to above will agree to extend clause 1.2 “Repayment Date” from 5 year to 6 years as shown in the below schedule and if the internal approval is not met an alternative loan structure will be approved by he Issuer(s) referred to above.

Signed by

/s/ Xxxx Xxxxxx		/s/ Xxxxxxx Xxxxxxxx
Xxxx Xxxxxx		Xxxxxxx Xxxxxxxx

For and on behalf of the Issuer(s) – Xxxx Xxxxxx, Xxxxxxx Xxxxxx Xxxxxxxx, Xxxxxxxx Street Regeneration Limited, The Vinyl Factory Limited, Fineyork Limited, Brighton Seafront Regeneration Limited and Vinyl Factory Xxxxxxxxxx 0 Xxxxxx X.x.x.x.

Signed by

/s/ Xxxx Xxxxx

Xxxx Xxxxx, Director

Soho Works Limited

SCHEDULE

“1.2 “Repayment Date”

means the earliest of the date which falls:

(e) on the earlier of the date falling six years after the date of this Agreement;

(f) the date of a Disposal; and

(g) such later date as the Lender may determine in its absolute discretion;”