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6 8. Title 8, 1 Title to the Property Is registered at the Land Registry with absolute freehold title under the Registered Title. 8.2 The Buyer will be deemed to purchase with full knowledge of the Property In all respects and will not raise any requisition or make any objection in relation to them. 8.3 The Seller warrants that on the date hereof the Property has been transferred to it by the London Development Agency by way of a transfer in the form of the draft annexed hereto and hereby agrees to use all reasonable endeavours to remove the restrictions on the registration of dispositions contained In the proprietorship register of the Registered Title as soon as reasonably practicable 9. Covenants for title and matters subject to which the Property is sold 9. 1 The Seller sells the Property with the equivalent title guarantee the Seller will receive when and If It acquires the Property. 9.2 For the purposes of condition (a) of the Standard Conditions and section 6(1) of the 1994 Act the Property is sold subject to (and where appropriate with the benefit of) any of the following that affect or relate to the Property or anyone having an interest in it: 9,2. l the matters other than legal charges and any restrictions relating to the registration of dispositions contained or referred to in the registers of the Registered Title; all matters now or later recorded In registers open to public inspection; all matters capable of registration as local land charges; all charges, notices, orders, restrictions, agreements, conditions and like matters imposed, made or issued pursuant to or arising under any legislation; all matters disclosed or which would reasonably be expected to be disclosed by surveys, searches and enquiries (either formal or Informal) which the Buyer has made or which a prudent buyer ought to make having regard to the nature or geographical location of the Property; the actual state and condition of the Property, what is on, in, under and over it and tne location of Its boundaries; and all easements and quasi easements and matters that override on first registration or a disposition of registered land. 9.3 For the purposes of section 6{2)(a) of the 1994 Act and for all other purposes of this agreement the matters subject to which the Property is sold as set out in condition of the Standard Conditions and clause 9.2 are deemed to be within the actual knowledge of the Buyer and the Seller shall have no liability for any costs Incurred or loss or damage suffered by the Buyer in respect of those matters. 9.4 Section 7 of the 1994 Act does not apply. newcastle\ \4 FS! January 2012 Page 6 of 26

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8 In condition the words "a party's conveyancer" s,hall be deemed replaced by the words "the conveyancer named as the party's conveyancer In the contract"; In condition 1.3.7(a) add the words "and first class recorded delivery post" after "first class post;" in condition 3.1.2(d) Insert the words "the buyer has made or" after the words "enquiries whlch n ; In condition 8.4 Insert an additional subcondltlon (d) to read "any other sum expressed to be payable under the contract."; in condition replace the words "within ten working days of" with "no later than 2.00 p.m. on the tenth working day from the"; In condition the words "or In the negotiations leading to It" shall be deemed deleted; and in condition the words "purchase price (less any deposit paid)" shall be deemed replaced by "sum payable to the seller at completion". 14. Notices 14.1 Standard Condition 1.3 shall except where varied by or Inconsistent with this clause 14 apply to notices served under this agreement Until completion has taken place notices for the Seller shall only be valid if they are served on the Seller's Conveyancer and notices for the Buyer shall only be valid If they are served on the Buyer's Conveyancer Notices may not be served by e mail or by fax. 15. Misrepresentation Subject to clause 15.2 the Buyer admits that It has not entered Into this agreement in reliance or partly in reliance on any statement or representation made directly or Indirectly to the Buyer by or on behalf of the Seller and subject as mentioned the Seller shall have no liability to the Buyer and the Buyer shall have no remedy against the Seller In respect of such matters The Buyer's admission contained In clause 15.1 does not apply to the following: statements or representations that have been made fraudulently; or statements or representations contained in written replies given by the Seller's Conveyancer to written enquiries raised by the Buyer's Conveyancer that were not, during the period prior to the date of this agreement, susceptible of independent verification through the searches, enquiries, inspections and surveys which the Buyer has made or which a prudent buyer ought to have made having regard to the nature of the transaction or the nature or location of the Property. newcastle\ \4 FSl January 2012 Page 8 of 26

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10 to comply with the requirements of the Inland Revenue or the local rating authority; to comply with statutory obligations; to effect a sale, letting, charge or the creation of any encumbrance over the Property, to the extent permitted by this Agreement; to comply with an order of the court or any other competent authority; or to register a unilateral notice protecting this option at the Land Registry 20.2 The Seller and the Buyer are to ensure that their professional advisers and agents are full instructed and required to comply with these restrictions on disclosure. 21. Law and Jurisdiction 21. l This Agreement is to be governed by and interpreted in accordance with English law The courts of England are to have jurisdiction in relation to any disputes between the parties arising out of or related to this Agreement. 22. Execution as a deed This agreement has been executed as a deed but Is not del!vered until It has been dated. newcastle\ \4 FS! January 2012 Page 10 of 26

11 Schedule l The Property Description of Property The freehold land known as land on the north side of Stour Wharf Stour Road London E3 being the whole of the Registered Title and shown hatched black on the Plan newcastle\ \4 FSJ January 2012 Page 11 of 26

12 Port 1 Schedule2 Form of Option Notice To: OLYMPIC PARK LEGACY COMPANY LIMITED (co. no ) of West Hom Lane London E15 4PH (Seller) Copy to: Eversheds LLP Central Square South Orchard St Newcas11e NE1 3XX (Seller's Conveyancer) From: FORMANS LLP (registerec number OC309833) whose registered office is at Stour Rood Fish Island Bow London E3 2NT (Buyer) Property: The freehold land known as land on the north side of Stour Wharf Stour Road London E3 more particularly defined In an option agreement dated [ l 2012 made between the the Seller and the Buyer (Option Agreement). In accordance with the terms of the Option Agreement take notice that the Buyer hereby exercises its option to buy the Property at the purchase price referred to in the Option Agreement. Signed by the [Buyer] [OR] [duly authorised agent or signatory of the Buyer on the Buyer's behalf]. Dated: Port2 To: FORMANS LLP (registered number OC309833) whose registered office Is at stour Road Fish Island Bow London E3 2NT (Buyer) Copy to: FINERS STEPHENS INNOCENT LLP of 179 Great Portland street London Wl W 5LS ref: CZA From: OLYMPIC PARK LEGACY COMPANY LIMITED (co. no ) of West Ham Lane London E 15 4PH (Seller) Property: The freehold land known as land on the north side of Stour Wharf Stour Road London E3 more particularly defined in an option agreement dated [ ] 2012 made between the Seller and the Buyer (Option Agreement). In accordance with the terms of the Option Agreement take notice that the Seller hereby exercises its option to sell the Property at the purchase price referred to in the Option Agreement. Signed by the [Seller] [OR] [duly authorised agent or signatory of the Seller on the Seller's behalf]. Dated: newcastle\ \4 FSl January Page 12 of 26

13 Schedule3 Form of Deed of Variation newcastle\ \4 FS! January 2012 Page 13 of 26

14 O EVERSHEDS Dated 2006 (1) LONDON DEVELOPMENT AGENCY (2) FORMANS LLP Deed of variation relating to a Transfer of Part dated 26 May 2006 made between (1) the London Development Agency and (2) Formans LLP in respect of Supreme House, Stour Road, London Eversheds LLP Senator House 85 Queen Victoria Street London EC4V 4)L Tel Fax lnt DX 83 Chancery Lane WC2 LON_LIB1 \ \5 28 September 2006 Page 14 of 26

15 PARTICULARS Date LOA Formans New Plan Old Plan Principal Deed LONDON DEVELOPMENT AGENCY of Palestra, 197 Blackfrlars Road, London, SEl 8AA. FORMANS LLP (registered number OC309833) whose registered office is at 30A Marshgate Lane, London E15 2NH. The plan attached to this Deed of Variation, The plan attached to the Principal Deed. A Transfer of Part of registered title dated 26 May 2006 made between (1) LDA and (2) Formans. LON_l!B1 \ \S 28 September 2006 Page 15 of 26

16 THIS DEED OF VARIATION Is made on the date set out in the Particulars BETWEEN (1) The LDA; and (2) The Formans. BACKGROUND (A) The Principal Deed was entered Into by the persons whose names appear in the definition of the Principal Deed In the Particulars. (B) The parties to this Deed of Variation are now or remain entitled to the benefit of the Principal Deed and have agreed to vary It on the terms set out In this Deed of Variation. OPERATIVE PROVISIONS 1. INTERPRETATION 1.1 Words and expressions defined in the Principal Deed have the same meanings in this Deed of Variation except to the extent that they are expressly varied by this Deed of Variation. 1.2 The provisions of the Principal Deed relating to its Interpretation apply to this Deed of Variation except to the extent that they are expressly varied by this Deed of Variation. 1.3 This Deed is supplemental to the Principal Deed. A breach of this Deed is to be regarded as a breach of the Principal Deed. 1.4 sums payable under this Deed will be recoverable under the Principal Deed. 1.5 The Particulars form part of this Deed and words and expressions set out In the Particulars are to be treated as defined terms In this Deed. 1.6 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. 2. VARIATION OR SUBSTITUTION OF CLAUSES The Principal Deed is to be read and Interpreted as if the variations to It in Schedule 1 were set out in full in the Principal Deed. LON_Ll!ll \ \5 28 September 2006 l Page 16 of 26

17 3. SUBSTITUTION OF PLAN 3.1 The Principal Deed is to be read and interpreted as if: the New Plan were annexed to the Principal Deed In place of the Old Plan; and every reference in the Principal Deed to the Old Plan were a reference to the New Plan. 4. EFFECTIVE DATE The amendments to the Principal Deed made by this Deed of Variation are deemed to have taken effect from and Including the date of the Principal Deed. 5. CONTINUATION OF THE PRINCIPAL DEED 5.1 The terms of the Principal Deed continue In effect as amended by this Deed of Variation. 5.2 This Deed of Variation does not release any party to it from any breaches of the Principal Deed existing at the date of this Deed of Variation. 6, REGISTRATION 6.1 Forman agrees to make an application to the Land Registry to note this Deed of Variation on the register of title number EGL and, on completion of the registration, to provide official copies of that title number to the LDA showing that the registration has been made. 6.2 The LOA agrees to make an application to the Land Registry to note this Deed of Variation on the register of title number EGll and, on completion of the registration, to provide official copies of that title number to Forman showing that the registration has been made. 7. EXECUTION The LOA and Formans have executed this Deed of Variation as a deed and it Is delivered on the date set out in the Particulars. Lot'I_L!Bl \ \5 28 September 2006 Page 17 of 26

18 SCHEDULE 1 Variation of Clauses 1. The following clause replaces clause 13.2 of the Principal Deed. The Property Is sold together with a right of way and a right of uninterrupted access and egress on foot only at all times for the Transferee its tenants and their respective servants agents and licensees and all persons authorised by it or them over and along such path situated between points A and B on the New Plan as the Transferor shall reasonably specify but of at least 1. 5 meters width. The benefit of this right is subject to the Transferee paying to the Transferor a fair and proper proportion according to use of the costs of repairing, maintaining, replacing, renewing, cleaning and lighting the path over which rights are granted by this Deed. LON_L!Bl \ \5 28 September Page 18 of 26

19 SIGNED as a deed } (but not delivered until the date hereof} } bl,' affixing the Common Seal of the } LONDON DEVELOPMENT AGENCY ) in the presence of: J Member/ Authorised Signatory SIGNED as a deed by FORMANS LLP acting by two members ) ) ) Member Member LON_LlBl \ \5 28 September Page 19 of 26

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22 Annexure TRl newcastle\ \4 FSI January 2012 Page 22 of 26

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25 12 Execution EXECUTED (but not delivered until the date ) hereof) as a deed by affixing the ) common seal of the ) LONDON DEVELOPMENT AGENCY ) in the presence of: ) Authorised signatory SIGNED as a deed by affixing the ) common seal of ) OLYMPIC PARK LEGACY COMPANY ) LIMITED ) in the presence of: ) Director Director/ Secretary WARNING If you dishonestly enter information or make a statement that you know is, or might be, untrue or misleading, and intend by doing so to make a gain for yourself or another person, or to cause loss or the risk of loss to another person, you may commit the offence of fraud under section 1 of the Fraud Act 2006, the maximum penalty for which is 10 years' imprisonment or an unlimited fine, or both. Failure to complete.this form with proper care may result in a loss of protection under the Land Registration Act 2002 if, as a result, a mistake is made in the register. Under section 66 of the Land Registration Act 2002 most documents (including this form) kept by the registrar relating to an application to the registrar or referred to in the register are open to public inspection and copying. If you believe a document contains prejudicial information, you may apply for that part of the document to be made exempt using Form EX1, under rule 136 of the Land Registration Rules Crown copyright (ref: LR/HO) 07/08 N EWCASTLE\ \ 1 Page 25 of 26

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