Schedule 10

Schedule 10 - Repurchase and Overage Provisions

Each separate part of this Schedule shall apply only in the circumstances set out below:

Part I Scheme Overage shall apply from the date upon which a Trigger Notice is served (but not otherwise)

Part 2 Repurchase and IRR Overage Provisions for Gibbs Green School and Farm Lane shall apply in the circumstances set out in Part 2 of this Schedule (but not otherwise)

Part 3 Compensation Overage shall apply where there is any Compensation Overage

Area existing as at the earlier of (a) the Final Phase Long Stop Date and (b) Termination of this Agreement.

Part I - Scheme Overage

I ASCERTAINING THE ACTUAL GEA

1.1 As soon as reasonably practicable after each Scheme Overage Trigger Date, the Parties shall use reasonable endeavours to agree the Actual GEA in respect of the land for which such Scheme Overage Trigger Date has occurred.

1.2 For the purposes of calculating the Actual GEA, where the relevant Satisfactory Scheme

Overage Planning Permission does not detail exactly the amount of area permitted but

instead provides a range of areas that would be permitted on such land then subject to any aggregate maximum area that applies the Parties shall include such maximum area as part of the Actual GEA.

13 The Base GEA allocated to each part of the Scheme Overage Area is as shown in

Schedule 27 and will be apportioned to the land in respect of which the Scheme Overage Trigger Date has occurred, accordingly.

1A If the Parties have not agreed apportionment of Base GEA or the Actual GEA within 3 months of the relevant Scheme Overage Trigger Date either Party may refer the dispute for determination in accordance with clause 40.

1.5 If as part of the determination of apportionment of Base GEA or the Actual GEA pursuant to

clause 40 the Expert shall be required to make any assumptions, disregards or matters of

interpretation, then the Parties agree that those same assumptions, disregards or matters of

interpretation shall be used by the Parties in determining any future calculations of Scheme

Overage in order to ensure consistency (so long as the same are appropriate and/or have not become incorrect in relation to future calculations).

2 PROGRESS REPORT AND SUPPORTING INFORMATION

2.1 The Buyer agrees to provide to the Council a written progress report once every 12 calendar months detailing the Actual GEA and any changes since the last such report.

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2.2 If requested by the Council the Buyer shall promptly provide such supporting information as

may reasonably be required to demonstrate the Actual GEA as referred to in each such

progress report.

3 Calculation of Scheme Overage

3.1 Scheme Overage shall be calculated in accordance with the following formula (the result of

which may he a negative or a positive sum):

(X - Y - P) x V

where in respect of the land in relation to which the Scheme Overage Trigger Date has

occurred:

X is the Actual GEA of such land;

Y is the Base GEA (apportioned to such land);

P is the Actual GEA of any such land in respect of which Scheme Overage has already been

paid to the Council (or which is treated as potential Scheme Overage under paragraph 3.3(b)

of this part of this Schedule);

V is £17.50 per square foot; and

3.1 .1 in addition, to the extent that any Satisfactory Scheme Overage Planning Permission which applies on a Scheme Overage Trigger Date permits the construction of more than such

number of car parking spaces as will result in the total number of car parking spaces within

the whole of the Scheme Overage Area exceeding 4311 the Buyer shall pay to the Council

Overage at the rate of E1,000 for every car parking space comprising such excess which is

consented to be constructed on the land in relation to which the Scheme Overage Trigger

Date has accrued.

3.2 The Buyer’s liability to pay Scheme Overage (if any) shall be calculated upon each Scheme

Overage Trigger Date and where such calculation produces a positive sum, the amount

thereof shall be the Scheme Overage payable by the Buyer to the Council.

3.3 Any Scheme Overage determined as payable pursuant to the terms of this Part of this

Schedule shall at the option of the Buyer either:

(a) be paid in cleared funds to the Council within 20 Working Days of its agreement or

determination; or

(b) be treated as potential Scheme Overage to be payable on the Scheme Overage End

Date calculated under paragraph (a) or (c) (but not (b)) of the definition thereof and

the balance of Scheme Overage (after adjustment as Provided for in paragraph 3.4 of

this part of this Schedule) shall be subject to continuing adjustment in line with the movement in RPI from the Scheme Overage Trigger Date which triggered liability for

payment of Scheme Overage such to the date such Scheme Overage is actually paid

in cleared funds to the Council. The indexation movement shall be calculated by

taking the index figure for the month of December in the year in which the relevant

Scheme Overage Trigger Date has occurred and the index figure for the calendar

month before the month in which the Scheme Overage is actually paid in cleared

funds to the Council.

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3.4 Where the calculation of any Scheme Overage in accordance with the formula set out in paragraph 3.1 of this part of this Schedule results in a negative sum, the Buyer shall be entitled to deduct such negative sum from any future payment of Scheme Overage and/or to reduce the balance of any potential Scheme Overage which has accrued but is unpaid as provided in paragraph 3.3 of this part of this Schedule until the whole of such negative Scheme Overage has been utilised.

3.5 For the avoidance of doubt the following provisions shall apply in respect of the Buyer’s obligation to pay Scheme Overage:

3.5.1 the Buyer shall never be required to account more than once for Scheme Overage in respect of any Actual GEA that exceeds the Base GEA;

3.5.2 the Buyer shall be required to account to the Council for any Scheme Overage under the provisions of this Part of this Schedule notwithstanding that the Buyer shall have sold any part of the Development to a third party or allowed any Phase to be built out by a Sub-Buyer.

3.5,3 where this Agreement is Terminated Scheme Overage shall be calculated by reference to the Base GEA and the Actual GEA of the Phases in respect of which Phase Completion has occurred prior to such Termination.

4 SCHEME OVERAGE END DATE

The Buyer’s obligations under this Part of this Schedule shall cease and determine on the Scheme Overage End Date (subject to payment of all outstanding Scheme Overage which has already accrued due at that date).

I. UJIjIIIII

The Council hereby waives any unpaid lien that it may have in respect of any land transferred to the Buyer pursuant to the terms of this Agreement, notwithstanding that further payments may become due to the Council pursuant to this Schedule or other provisions of this Agreement.

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Part 2 - Repurchase and IRR Overage Provisions for Gibbs Green School and Farm Lane

IR1 klI II.]K

In this Part of this Schedule the following words and expressions shall have the following

meanings:

"Allowable Costs" means the aggregate of all those costs set out or referred to in Part 2E of this Part of this Schedule which are incurred or born by the Buyer.

"Base Return on means so much of the IRR Overage Value as equates as at

Investment" the Calculation Date to an return on investment for the Buyer equal to return which when averaged over each year of the period over which such return is calculated amounts to an annual IRR of 20% taking into account all cash flows in respect of the Allowable Costs and including in such cash flows all rents licence fees and other income of a revenue

nature

"Calculation Date" means 5 Working Days after the end of the IRR Overage

Period

"Commencement of means the carrying out of development works culminating

Development" in the substantive completion of enabling works, ground works (including foundations) and the material commencement of above ground construction.

"Disposal" means a sale (whether leasehold or freehold) contracted within the IRR Overage Period of the Property or any part thereof for a capital sum (save for an Exempt Disposal) and "Disposed" shall be construed accordingly

"Exempt Disposal" means a Disposal which meets any of the criteria set out in paragraph 4 of Part 2D of this Schedule

"IRR Overage Period" means the period commencing on the date of this Agreement and expiring upon the earlier of (i) the date 6 months following practical completion of the consented development of which the works triggering Commencement of Development comprised part; and (ii) completion of a Disposal of the whole (or substantially the whole) of the Buyer’s interest in the relevant Property; and (iii) 31st

December 2035.

"Indexed" means that the relevant sum is adjusted (but not so as to fall below the figures herein specified) in line with the movement in the Retail Prices Index which movement shall be calculated by taking the RPI Index for the month preceding the date of this Agreement and the RPI Index figure for the month immediately preceding the month during which the Repurchase Notice is served or the IRR

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Overage Value is calculated (as the case may be).

"IRR Overage" means one fifth of the amount (if any) by which the IRR Overage Value exceeds the Base Return On Investment.

"IRR Overage Value" means the aggregate of (I) all proceeds (exclusive of VAT) received by the Buyer in consideration of Disposals (ignoring any Exempt Disposals) which occur (or are unconditionally contracted) during the IRR Overage Period and (ii) where the Property or any part thereof has not been the subject of a Disposal the Open Market Value assessed in accordance with the RICS Valuation Professional Standards (The Red Book) of the Buyer’s retained interest therein as at the end of the IRR Overage Period.

"Payment Date" means the date which is 10 Working Days after the later of:

(a) the Calculation Date; and

(b) the date on which the amount (if any) of the IRR Overage is ascertained in accordance with the provisions of this Part of this Schedule.

"Property" means Gibbs Green School and/or Farm Lane as the case may be

"Repurchase Contract" means a contract in the terms set out in Part 2D of this Schedule

"Repurchase Notice" means a notice in writing signed by or on behalf of the Buyer offering to sell one or both of the Properties to the Council at the Repurchase Price (the notice to be in such form that if countersigned by or on behalf of the Council by way of acceptance it will be effective to bring the Repurchase Contract into effect).

"Repurchase Price" means in the case of Gibbs Green School the sum of £9,300,000 and in the case of Farm Lane the sum of £5,700,000 in each case Indexed together with VAT (if applicable) thereon

"Working Day" means any day which is not a weekend or public holiday and on which banks are normally open for business in England

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PART 2A GIBBS GREEN SCHOOL AND FARM LANE OFFER BACK

Subject to paragraph 2 of this Part of this Schedule if this Agreement is Terminated

without a Trigger Notice having been served then:

1.1 the Buyer shall within 10 Working Days after such Termination, serve upon the Council a Repurchase Notice which relates to both of the Properties (Gibbs Green School and Farm Lane) (but not one only) Provided that the Repurchase Notice need not relate to a Property upon which a Commencement of Development has already occurred.

1.2 the Council shall be entitled at any time within 3 months from service of a Repurchase Notice served under this Part 2A of this Schedule to bring the Repurchase Contract into effect by service upon the Buyer of a copy of the Repurchase Notice which has been countersigned by or on behalf of the Council by way of acceptance.

1.3 the Council does not accept the offer contained in a Repurchase Notice within the period provided for the Buyer shall have no liability thereafter to serve a further Repurchase Notice but the provisions for !RR Overage set out in Part 20 of this Schedule shall still apply to any Property upon which there is a Commencement of Development during the IRR Overage Period.

2 The provisions of this Part 2A of this Schedule shall cease to apply in relation to

Farm Lane and shall apply only in respect of Gibbs Green School if the Buyers

obligation in paragraph 1 of Part 2B of this Schedule shall cease to apply by reason

of the application of paragraph 6 of Part 2B of this Schedule in which case any

Repurchase Notice otherwise required to be served under paragraph 1 of this part 2A

of this Schedule shall relate only to Gibbs Green School.

3 For the avoidance of doubt after a Trigger Notice has been served Gibbs Green

School will form part of the Scheme Overage Area to which part 1 of this Schedule

applies.

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PART 2B FARM LANE OFFER BACK AND OVERAGE

The Buyer shall serve a Repurchase Notice upon the Council in respect of Farm Lane if any of the following circumstances shall occur:

1.1 a Trigger Notice has been served but this Agreement is Terminated prior to expiry of the IRR Overage Period and no Commencement of Development has occurred on Farm Lane before such Termination; or

1.2 whether or not a Trigger Notice has been served, the Buyer wishes to effect a Commencement of Development on Farm Lane (other than for including it in a Build Phase pursuant to an Agreed PPDN); or

1.3 whether or not a Trigger Notice has been served, the Buyer wishes before expiry of the IRR Overage Period (but before there has been a Commencement of Development on Farm Lane) to effect a Disposal of Farm Lane.

The Buyer’s obligation in paragraph 1.2 of this part of this Schedule to serve a Repurchase Notice shall cease to apply if the Council has refused under clauses 11 .2.2 or 11 .2.8 a proposal by the Buyer to Farm Lane being included in a proposed Build Phase.

3 The Council shall be entitled at any time within 3 months after service of a Repurchase Notice under paragraph 1.1 or 1.2 of this part of this Schedule to bring the Repurchase Contract into effect in respect of Farm Lane by serving upon the Buyer a copy of the Repurchase Notice which has been countersigned by or on behalf of the Council by way of acceptance.

4 If the Council does not accept the offer contained in a Repurchase Notice served under paragraph 1.1 or 1.2 of this part of this Schedule within the period provided for the Buyer shall have no liability hereunder to serve a further Repurchase Notice but the provisions for IRR Overage set out in Part 2C of this Schedule shall apply to Farm Lane if there is a Commencement of Development thereon during the IRR Overage Period.

5 The Council shall be entitled at any time within 42 days of service of a Repurchase Notice under paragraph 1.3 of this Part 2B to bring the Repurchase Contract into effect in respect of Farm Lane by serving upon the Buyer a copy of the Repurchase Notice which has been countersigned by or on behalf of the Council by way of acceptance.

6 If the Council does not accept the offer contained in any Repurchase Notice served under paragraph 1.3 of this Part of this Schedule within the period provided for the Buyer may proceed with the Disposal and shall have no liability to serve any further Repurchase Notice or pay any Overage in relation to Farm Lane.

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PART 2C IRR OVERAGE

CALCULATION OF IRR OVERAGE

1.1 Where the Buyer is liable to pay IRR Overage (if any) in respect of a Property it shall be calculated as set out in this Part 20 of this Schedule and shall be paid on the Payment Date.

1.2 !RR Overage shall not be payable in respect of Gibbs Green School if the Trigger Notice has been served.

1.3 On or before the Calculation Date the Parties shall use all reasonable endeavours to agree whether any IRR Overage is payable in respect of a Property and if so the calculation thereof.

1.4 The Buyer agrees to supply or make available to the Council such evidence and other information as the Council reasonably and properly requires in connection with the calculation of IRR Overage

1.5 If the Parties have not agreed whether any IRR Overage is payable and if so, the amount thereof within 10 Working Days after the Calculation Date then at any time thereafter either Party may require such matter to be determined pursuant to clause 40 of this Agreement.

2 EXPIRY OF OBLIGATIONS

The Buyer’s obligation to pay any IRR Overage shall occur once only (upon the occurrence of the Calculation Date) and if it is ascertained that there is to be a payment of IRR Overage (and the same has been paid in full), or it has been ascertained that there is no payment of IRR Overage, this Part of the Schedule shall cease and determine in relation to the relevant Property but without prejudice to liability for any accrued cause of action.

3 PAYMENT OF INTEREST

If the Buyer fails to pay to the Council the IRR Overage within 5 Working Days after the Payment Date then the Buyer shall also pay interest at the Prescribed Rate upon the amount due (or so much thereof as has not been paid) from the Payment Date until actual payment.

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PART 2D REPURCHASE CONTRACT

A Repurchase Notice shall constitute an offer by the Buyer to sell the relevant Property to the Council upon the terms of a Repurchase Contract.

2 If the Council shall accept the offer contained therein by service upon the Buyer of a copy of the Repurchase Notice duly countersigned by or on behalf of the Council by way of acceptance within the period specified in Part 2A or Part 2B of this Schedule (as the case may be) then the Repurchase Contract shall immediately come into effect.

3 The terms of any Repurchase Contract shall be as follows:

3.1 The purchaser shall be the Council

3.2 The seller shall be the Buyer or such other entity that shall own the same at the relevant time

3.3 Land Sold - the Property (or Properties) in respect of which the Repurchase Notice has been served and if more than one Property they shall not be severable.

3.4 Price - The Repurchase Price (as defined above)

3.5 Deposit - none

3.6 The Completion Date - the first Working Day 30 days after the Repurchase Contract comes into effect

3.7 The seller shall deduce its title to the Properties and the Council shall accept such title without further requisition or enquiry (save in respect to matters arising after the date of this Agreement). The Properties will be sold free of any financial charges created by the seller but otherwise subject to any rights of occupation, third party rights and all such other matters as affect the Properties or the titles thereto (whether or not created by the seller after the date of this Agreement) Provided That the seller shall not grant any leases or other rights of occupation which would remain in effect after completion of such Repurchase Contract unless the Council has given its prior consent thereto, and provided further that the seller shall use reasonable endeavours to procure the release of any encumbrance (having a material adverse impact on value) imposed after the date of this Agreement.

3.8 The Properties will be sold in their then existing state and condition and the seller shall have no liability in respect thereof and for the avoidance of doubt nothing in this Agreement shall oblige the Buyer (as seller) to ensure that the Properties remain in the condition as at the time the same were purchased by the Buyer (or any other condition) and the Buyer shall be entitled to do or not to do anything in relation to the Properties as the Buyer shall elect in its absolute discretion.

4 EXEMPT DISPOSALS

4.1 Any Disposal which falls within one or more of the criteria set out in paragraph 4.4 below (or is of similar effect to any of such criteria) shall be an "Exempt Disposal".

4.2 The Buyer will be free to dispose of its interest in the Properties provided that upon the occurrence of an Exempt Disposal the Buyer shall remain liable to observe and perform the obligations contained in this Part 2 of this Schedule (insofar as they relate to the property

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disposed of) unless the Council agrees (such agreement not to be unreasonably withheld or delayed) to enter into a deed of novation under which the Council agrees to such novation and the entity which acquires the Property (or the relevant part thereof) covenants with the Council to observe and perform the obligations on the part of the Buyer contained in this Part (insofar as they relate to the property acquired by such entity), and upon completion of any such deed of novation, the Buyer shall have no further liability to the Council under this Agreement (insofar as it relates to the Property or part thereof which is the subject of the deed of novation) save for any accrued cause of action.

4.3 Any such deed of novation as is referred to above shall be in such form as the Buyer and the Council shall reasonably require and in default of agreement the same shall be settled by an independent solicitor of not less than 10 years qualification who shall be appointed by agreement between the Parties or in the absence of such agreement then by or behalf of the President for the time being of the Law Society and such solicitor shall act as an expert and not as an arbitrator and his decision shall be final and binding on the Parties.

4.4 The criteria referred to in paragraph 4.1 above are:

sale or transfer to an entity which is a Connected Party (as defined in paragraph 1 of this Agreement); or

(b) a sale or transfer to an entity which is (or is intending) to carry out the whole or any substantial portion of the Development contemplated by this Agreement; or

(c) a sale or transfer to a joint venture entity, trustee, security trustee or funding vehicle which holds the Property in trust for (or as security for finance provided to) the Buyer or to any such entity as falls within the criteria set out in (a) or (b) above.

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PART 2E ALLOWABLE COSTS FOR THE PURPOSES OF IRR OVERAGE

1 The sum of £9,300,000 for Gibbs Green School and £5,700,000 for Farm Lane and all Stamp Duty Land Tax and Land Registry fees paid by the Buyer in respect of the Purchase of such Properties.

2 Sums paid by the Buyer in relation to the maintenance and repair (including all necessary replacements and renewals), of the Property (insofar as not recovered from any tenant of the Property).

3 All rates, water rates, taxes or other outgoings or impositions lawfully assessed in respect of the Property or on the owner or occupier of it (insofar as not recovered from any tenant of the Property).

4 Insurance premiums in respect of the Property.

5 All sums properly paid on open market terms by the Buyer for the purposes of marketing, letting and selling the Property including (but not limited to) fitting out furnishing or otherwise making it ready for occupation and all reasonable and proper advertising, promotion, research and other marketing costs and the costs of any letting or sales agents or lawyers appointed on normal commercial terms in respect of the Property.

6 The proper costs on open market terms of managing the Property (including the provision of security, surveys, tests, investigations, works required for health and safety or similar purposes (and where such services are provided from the Buyer’s own resources or by the Buyer’s own staff, or are provided by any company which is a Connected Party, then the amount to be allowed as an Allowable Cost shall be such amount as would have been payable by the Buyer to an external third party contractor or provider of such services if appointed on normal arms length commercial terms.

7 All sums payable to any building contractor and the professional fees reasonably and properly payable to architects, surveyors, engineers, quantity surveyors, project managers, suppliers or others engaged in respect of any development or works carried out upon the Property.

8 All costs (including professional fees) together with the planning and building regulation fees payable to statutory undertakers and other fees paid in order to secure and implement any consents and any costs in entering into and complying with any agreement under the Town and Country Planning Act 1990 or other legislation including any payments under the Community Infrastructure Levy Regulations 2010 or similar legislation.

9 All other sums properly and reasonably expended by the Buyer on or in relation to the Property for the purposes of developing it, bringing it back into occupation or use and/or realising, preserving or enhancing its value.

10 All Value Added Tax on any of the above item (excluding any VAT which is recoverable by the Buyer as a VAT input credit).

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11 All interest and other finance costs paid by the Buyer or by another entity within the same group of companies as the Buyer (whether rolled up or not) in respect of the external funding of all or any part of the Allowable Costs (together with any reasonable and proper legal or other costs and arrangement or other fees payable by the Buyer in relation thereto)

Provided that in the event the Council have refused under clauses 11 .2.2 or 11 .2.8 a proposal by the Buyer to Farm Lane being included in a Build Phase, then with effect from the date of the refusal those costs which are specified in paragraphs 2, 3, 4 and 6 above shall not form

part of the Allowable Costs in so far as they relate to Farm Lane.

NO INTEREST IN LAND

The provisions of this Schedule 10 do not create any interest in land and shall not be registered or

noted on any title at the Land Registry.

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Part 3 - Compensation Overage

I Compensation Overage

1.1 This part of this Schedule shall apply in respect of Compensation Overage Disposals effected during the Compensation Overage Period,

1.2 The Council will pay to the Buyer Compensation Overage in respect of each Compensation Overage Disposal which is contracted or completed during the Compensation Overage Period.

1.3 The Compensation Overage shall be calculated in accordance with the following formula:

A x B x C where:

A is the area (in acres) of the land comprised in the Compensation Overage Disposal;

B is the Compensation Overage Rate; and

C is the proportion referred to in paragraph 1.5 of this part of this Schedule

1.4 Where the Compensation Overage Disposal includes land in addition to the Compensation Overage Area the consideration shall be apportioned by the application of an equal value across the land sold.

1.5 The proportion referred to in paragraph 1.3 of this Schedule shall be 25% provided that for so long as there shall be any outstanding Damages Balance, such 25% shall be increased up to but not exceeding 75% and such proportion above 25% shall be applied in discharge of any outstanding Damages Balance until the whole of the Damages Balance has been exhausted.

1.6 Within 10 Working Days of any Compensation Overage Disposal the Council shall notify the Buyer and shall provide the Buyer with copies of all relevant documentation relating to the Compensation Overage Disposal.

1.7 The Parties will endeavour to agree the amount of the Compensation Overage and in default of agreement the matter shall be determined by reference to the Expert appointed in accordance with the provisions of clause 40 on the application of either Party.

1.8 Compensation Overage shall be due and payable as from the date on which the amount of it is agreed or determined in accordance with the above provisions.

1.9 Any Compensation Overage shall be increased by interest at the rate of 1% above the base rate of Barclays Bank PLC from the date of completion of the relevant Compensation Overage Disposal to the date on which the Compensation Overage is due to be paid and thereafter at the rate of 4% above the base rate of Barclays Bank PLC until actual payment.

1.10 As soon as reasonably practicable after the date of this Agreement the Council shall register a restriction over the Option Land at the Land Registry in Land Registry Form N as follows:

"No disposition of the registered estate (other than a charge) by the proprietor of the registered estate is to be registered without a written consent signed by EC Properties LP a limited partnership registered in England and Wales under number LP1 4695 acting by its general partner EC Properties GP Limited (company number 7696161) or by its conveyancer."

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111 The Damages Balance shall be reduced by the application of the Compensation Overage towards the Damages Balance until such time as the Damages Balance shall have been fully discharged.

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