Section 4: Transfer A: Overage

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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: WM Insert address including postcode (if any) or other description of the property, for example land adjoining 2 Acacia Avenue. Give full name(s). Complete as appropriate where the transferor is a company. 2 Property: Fulford Hall Farm, Earlswood, Solihull, B94 5LU 3 Date: 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. 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 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. Place 'X' in the appropriate box. State the currency unit if other than sterling. If none of the boxes apply, insert an appropriate memorandum in panel Transferee s intended address(es) for service for entry in the register: [ ] 7 The transferor transfers the property to the transferee 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:

2 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. Complete as necessary. 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 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 12.1 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 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

3 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 2.11 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. 1 In this Schedule: Schedule 1 Additional payment provisions 1.1 Additional Payment : (A - B) - C x 25%, where A = Enhanced Value B = Base Value and C = Costs 1.2 Base Value : the Open Market Value (as defined in clause 1.9 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. 1.3 Costs : all reasonable costs incurred by the Transferee in obtaining a Planning Permission. 1.4 Default Rate means 4% per annum above the base rate from time to time of Lloyds Bank plc. 1.5 Development Land : the Property or such part or parts of the Property in respect of which Planning Permission is granted during the Overage Period. 1.6 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. 1.7 Enhanced Value : the Open Market Value (as defined in clause 1.9 below) of the Development Land as at the date

4 of, and with the benefit of, the relevant Planning Permission. 1.8 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. 1.9 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 3.2 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 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 2.1 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. The Transferee covenants that it shall pay the Additional

5 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. 2.2 An Additional Payment shall be due in respect of each and every Planning Permission, if more than one, implemented during the Overage Period. 2.3 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. 2.4 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. 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. 2.5 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. 2.6 The benefit of the Transferee s covenants in relation to the Additional Payment(s) are assignable by the Transferor. 2.7 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. 2.8 Such Independent Surveyor shall act as an expert and not as an arbitrator and in such cases the decision made by the Independent Surveyor shall be final and binding upon the parties in the absence of manifest error or fraud. 2.9 The Transferor and the Transferee shall each be entitled to place before the Independent Surveyor such information as to comparable transactions and such written representations as each may respectively desire and the Independent Surveyor

6 shall be permitted (but shall not be required) to have regard to such information and representations and the Transferor and the Transferee shall (unless the Independent Surveyor otherwise directs) each be responsible for one half of the cost of his/her fees and those of the President of the Royal Chartered Institute of Surveyors (including their fees if after the application or the appointment the Transferor and the Transferee agree the Open Market Value) and if either the Transferor or the Transferee shall pay the whole of any such fees then the party who has paid the same shall be entitled to recover the relevant proportion from the other party In default of agreement between the parties as to the sum of the Additional Payment the Additional Payment shall be the amount determined by the Independent Surveyor and the date of issue of the Independent Surveyor s written decision shall be taken as the date of determination for the purposes of paragraph 2.1 of this Schedule No such payments as are referred to in this Schedule shall be due or payable in respect of: land which is to be or has been transferred or leased to a local authority or other statutory body pursuant to a Planning Obligation land upon which statutory services have or are to be installed in the curtilage thereof and which has been or is to be transferred or leased to a statutory body or service supply company 2.12 Each amount stated to be payable by the Transferee to the Transferor under or pursuant to this Schedule is exclusive of VAT (if any) 2.13 If any VAT is chargeable on any supply made by the Transferor under or pursuant to this Schedule the Transferee shall on receipt of a valid VAT invoice pay the Transferor an amount equal to that VAT Rights of Third Parties A person who is not a party to this Schedule shall not have any rights under or in connection with it by virtue of the Contracts (Rights of Third Parties) Act H M Land Registry Schedule 2 Land Registration Acts 1925 to 2002 County & District: West Midlands: Solihull Title Number: Property: 1. Definitions In this Deed

7 1.1 Purchaser means [ ] 1.2 Original Transferor means Peter Gordon Weymouth and Sara Jane Bunn Transfer means a transfer of the property dated [ ] and made between (1) Peter Gordon Weymouth and Sara Jane Bunn and (2) [ ] 1.3 Property means the property comprised in the above title 2. Covenants The Purchaser covenants with the Original Transferor that it will in future observe and perform the provisions of the Transfer as if it had been a party thereto to the intent that the provisions of clause 12.2 thereof shall be enforceable directly by the Original Transferor against the Purchaser. Signed and delivered as a deed By In the presence of: Witness signature Name Address Occupation Signed and delivered as a deed By In the presence of: Witness signature Name Address Occupation

8 The transferor must execute this transfer as a deed using the space opposite. If there is more than one transferor, all must execute. Forms of execution are given in Schedule 9 to the Land Registration Rules If the transfer contains transferee s covenants or declarations or contains an application by the transferee (such as for a restriction), it must also be executed by the transferee. 12 Signed as a deed by Peter Gordon Weymouth in the presence of: Signature of witness Name (in BLOCK CAPITALS) Address: Signed as a deed by Sara Jane Bunn in the presence of: Signature of witness Name (in BLOCK CAPITALS) Address: Signed as a deed by [ ] in the presence of: Signature of witness Name (in BLOCK CAPITALS) Address: 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

Disclaimer. N: v1

Disclaimer. N: v1 Disclaimer This is not a legally-binding document and is not for execution. It is intended purely to provide an overview of the kind of terms that might be included in any eventual final document and to