Section 4: Transfer A: Overage - Loxley

1 Section 4: Transfer A: Overage If you need more room than is provided for in a panel, and your software allows, you can expand any panel in the form. Alternatively use continuation sheet CS and attach it to this form. Leave blank if not yet registered. 1 Title number(s) of the property: WM858251 Insert address including postcode (if any) or other description of the property, for example land adjoining 2 Acacia Avenue . 2 Property: Fulford Hall Farm, Earlswood, Solihull, B94 5LU 3 Date: Give full name(s). Complete as appropriate where the transferor is a company. 4 Transferor: Peter Gordon Weymouth and Sara Jane Bunn (as executors of the late Pamela Nancy Nash) For UK incorporated companies/LLPs Registered number of company or limited liability partnership including any prefix: For overseas companies (a) Territory of incorporation: (b) Registered number in England and Wales including any prefix Give full name(s). Complete as appropriate where the transferee is a company.

2 Also, for an overseas company, unless an arrangement with Land Registry exists, lodge either a certificate in Form 7 in Schedule 3 to the Land Registration Rules 2003 or a certified copy of the constitution in English or Welsh, or other evidence permitted by rule 183 of the Land Registration Rules 2003. 5 Transferee for entry in the register: [ ] For UK incorporated companies/LLPs Registered number of company or limited liability partnership including any prefix: For overseas companies (a) Territory of incorporation: (b) Registered number in England and Wales including any prefix Each transferee may give up to three addresses for service, one of which must be a postal address whether or not in the UK (including the postcode, if any). The others can be any combination of a postal address, a UK DX box number or an electronic address. 6 Transferee s intended address(es) for service for entry in the register: [ ] 7 The transferor transfers the property to the transferee Place 'X' in the appropriate box.

3 State the currency unit if other than sterling. If none of the boxes apply, insert an appropriate memorandum in panel 11. 8 Consideration The transferor has received from the transferee for the property the following sum (in words and figures): [ ] thousand pounds ( ) The Transfer is not for money or anything that has a monetary value Insert other receipt as appropriate: Place 'X' in any box that applies. Add any modifications. 9 The transferor transfers with full title guarantee limited title guarantee But the covenant set out in Section 3 of the Law of Property (Miscellaneous Provisions) Act 1994 shall not extend to any matter to which this deed or the contract for sale of the Property is expressly made subject to and the operation of subsection 3(1) of that Act shall be limited by deletion of the words and could not reasonably be expected to in that subsection and shall not be extended as mentioned in subsection 3(2). Where the transferee is more than one person, place 'X' in the appropriate box.

4 10 Declaration of trust. The transferee is more than one person and they are to hold the property on trust for themselves as joint tenants they are to hold the property on trust for themselves as tenants in common in equal shares Complete as necessary. they are to hold the property on trust: Insert here any required or permitted statement, certificate or application and any agreed covenants, declarations and so on. 11 Additional provisions 1) The Transferee covenants with the Transferor that the Transferee and their successors in title to the Property will comply with the entries referred to in the registers of title to the Property so far as they relate to the Property and are still subsisting and capable of being enforced or taking effect and will indemnify the Transferor against all costs, damages, expenses, liabilities and losses incurred by the Transferor arising from their breach 2) The Property is sold subject to the provisions of the Schedule hereto. 12. Additional Provisions Definitions Disposal and Disposed refers to a disposition within the meaning of Section 205 of the Law of Property Act 1925 of the whole or any part or parts of the Property.

5 The Property The terms of Schedule 1 shall apply for the purpose of ascertaining any further payments due to the Transferor but the Transferee covenants with the Transferor in the terms set out in Schedule 1 but not so as to bind the Transferee or any person deriving title through or under it in respect of any part of the Property after whichever is the earlier of; the making of the relevant payment in Schedule 1; or the date when the Transferee or any person deriving title through or under it shall have Disposed of the Property or any part of it having complied with the terms of clause hereof; for the purpose of clause Disposal does not include any such disposal of land as contemplated by paragraph of Schedule 1; on each Disposal the Transferee covenants to procure that the disponee enters into a deed with the Transferor in the form of the draft set out in Schedule 2 with such amendments as the circumstances shall require ( Deed of Covenant ); no disposition of any part of the registered estate (other than a charge) by the proprietor for the time being of the registered estate is to be registered without a certificate signed by a solicitor that the provisions of clause of this Transfer have been complied with; the Transferee covenants with the Transferor to register a restriction at HM Land Registry within 2 months of the date of this Transfer in the form of clause above and to provide proof of such registration to the Transferor within 3 months of the date of this Transfer and to ensure that upon each Disposal of the Property or any part of it that the Transfer contains covenants in the form of and of this Transfer ; and The Transferor shall apply for withdrawal of the restriction referred to at clause hereof within 10 Working Days after the end of the Overage Period failing which the Transferor shall be deemed to have consented to the cancellation of the restriction.

6 Schedule 1 Additional payment provisions 1 In this Schedule: Additional Payment : (A - B) - C x 25%, where A = Enhanced Value B = Base Value and C = Costs Base Value : the Open Market Value (as defined in clause below) of the Development Land immediately prior to the grant of planning Permission with no expectation of the grant of planning Permission or the consideration whichever is higher. Costs : all reasonable costs incurred by the Transferee in obtaining a planning Permission. Default Rate means 4% per annum above the base rate from time to time of Lloyds Bank plc. Development Land : the Property or such part or parts of the Property in respect of which planning Permission is granted during the Overage Period. Disposal and Disposed refers to a disposition within the meaning of Section 205 of the Law of Property Act 1925 of the whole or any part or parts of the Property. Enhanced Value : the Open Market Value (as defined in clause below) of the Development Land as at the date of, and with the benefit of, the relevant planning Permission.

7 Independent Surveyor a Fellow of the royal Institution of Chartered Surveyors with at least 10 years experience in valuing properties similar to the Development Land and whose usual place of practice is within a 20 mile radius of the Development Land. Open Market Value means such a sum as would be the price of the sale of the freehold interest in the relevant part of the Property on the date on which a planning Permission falling within paragraph 2 of this Schedule 1 is obtained on the assumption that the only use to which that land can be put is as specified in such planning Permission but otherwise as determined in accordance with the definition of Open Market Value as set out in practice statement of the Eighth Edition of the royal Institute of Chartered Surveyors Valuation Standards. Overage Period : 25 years starting on the date of this Transfer . A Person includes a corporate or unincorporated body. planning Act means the Town and Country planning Act 1990 as enacted or amended but not any further amendment or re-enactment thereof.

8 planning Permission means the grant of detailed planning permission for any use other than agricultural or forestry use including any outline planning permission. planning Obligation has the meaning ascribed by Section 106 of the planning Act. VAT means value added tax chargeable under the Value Added Tax Act 1994 and any similar replacement and any additional replacement tax. Working Day means any day from Monday to Friday (inclusive) which is not Christmas Day, Good Friday or a statutory Bank Holiday. Unless otherwise specified a reference to a particular law is a reference to it as it is in force for the time being taking into account any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it. Except where a contrary intention appears a reference to a clause is a reference to a clause of this Schedule. Clause headings do not affect the interpretation of this Schedule. 2 ADDITIONAL PAYMENT If a planning Permission is implemented at any time during the Overage Period, an Additional Payment shall immediately become due from the Transferee to the Transferor.

9 The Transferee covenants that it shall pay the Additional Payment to the Transferor on the later of: the date 20 Working Days after the date of the implementation of a planning Permission or the date 20 Working Days after the amount of the Additional Payment is agreed or determined in accordance with the terms of this Schedule. An Additional Payment shall be due in respect of each and every planning Permission, if more than one, implemented during the Overage Period. If a further planning Permission is implemented during the Overage Period in respect of the same part or parts of the Property for which a planning Permission has already been implemented the Base Value for that part of the Development Land shall be equivalent to its Enhanced Value as at the date of implementation of the immediately preceding planning Permission (calculated on a pro rata basis where applicable) with no expectation of the implementation of further planning Permission. The Transferee further covenants with the Transferor that it shall pay interest at the Default Rate to the Transferor on any Additional Payment that is not paid on its due date.

10 Such interest shall be payable for the period from the due date to the date of actual payment and shall not affect any other remedy the Transferor may have. The Transferee covenants that it shall: - (a) supply the Transferor with a copy of any planning application submitted by or on behalf of the Transferee during the Overage Period within 20 Working Days of its submission to the local planning authority; and (b) supply the Transferor with a copy of any planning Permission granted during the Overage Period within 20 Working Days of the date of grant. The benefit of the Transferee s covenants in relation to the Additional Payment(s) are assignable by the Transferor. If any dispute shall arise between the parties as to the operation of this Schedule or the amount of any payment that may be due under its provisions the matter may be referred on the application of either party to the determination of an Independent Surveyor agreed upon by the parties or in default of such agreement shall be nominated on the application of either party by the president for the time being of the royal Institution of Chartered Surveyors.