between. and. Lots 1 and 2 Land at Lamonby Penrith Cumbria. Cartmell Shepherd Bishop Yards Penrith Cumbria CA11 7XS

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1 DATED CONTRACT FOR THE SALE OF FREEHOLD LAND WITH VACANT POSSESSION between STEPHEN WILLIAM DONALD & MARGARET DONALD (1) and WILLIAM DONALD & NORA MARY DONALD and [ ] (2) at Lots 1 and 2 Land at Lamonby Penrith Cumbria Cartmell Shepherd Bishop Yards Penrith Cumbria CA11 7XS

2 Contents 1 Definitions Interpretation Agreement to sell Deposit Title Title guarantee Matters affecting the property The Transfer Completion VAT Basic Payment Scheme State and condition of the Property Costs Entire contract Notice to complete Third parties... 8

3 DATE PARTIES (1) STEPHEN WILLIAM DONALD and MARGARET DONALD of The Beeches, Lamonby, Penrith, CA11 9SS and WILLIAM DONALD and NORA MARY DONALD of Keetholme, Lamonby, Penrith, Cumbria, CA11 9SS (the 'Seller') (2) 1 Definitions (the 'Buyer') Basic Payment Scheme BPS Payment Buyer's Solicitors Charge Completion Completion Date Contract Rate Cross Compliance Conditions DEFRA Deposit Greening Requirement the support payment scheme established by Regulation (EU) No 1307/2013 (and includes any replacement scheme) any payment under the Basic Payment Scheme (and includes any basic payment, greening payment or young farmer payment) Such firm as the Buyer may nominate by notice in writing to the Seller or the Seller's Solicitors for the purposes of this contract. the charge appearing at entry C:2 on the Charges Register of title number CU and the charge appearing at entry C:7 on the Charges Register of title number CU the date of the Transfer of the Property and references in the Standard Conditions to 'actual completion' are to be read accordingly 20 th October % above HSBC Bank plc base rate from time to time in force, which rate shall also be the contract rate for the purposes of the Standard Conditions the statutory management requirements and the standards for good agricultural and environmental condition of land listed in Regulation (EU) No 1306/2013 (and any comparable, replacement or additional requirements or standards) that must be complied with for full payment of a Rural Support Payment the Department for Environment Food and Rural Affairs 10% of the Price the greening agricultural practices that must be complied with in order to qualify for a full greening payment

4 Plan the plan or plans annexed to this contract Price Property Property Entitlements RPA Seller's Solicitors Standard Conditions VAT the freehold property being part of Lamonby House, Lamonby, Penrith, Cumbria as registered at Land Registry under title numbers CU and CU and shown edged red on the Plan 8.46 units Non-SDA basic payment entitlements for subsidy payment under the Basic Payment Scheme in relation to Lot 1 and units Non-SDA basic payment entitlements for subsidy payment under the Basic Payment Scheme in relation to Lot 2 the Rural Payments Agency Cartmell Shepherd, Bishop Yards, Penrith, Cumbria, CA11 7XS (Ref: MAL/ ) or such other firm as the Seller may nominate by notice in writing to the Buyer or the Buyer's Solicitors for the purposes of this contract the Standard Commercial Property Conditions (2nd Edition) and references to 'Part 1 Conditions' and 'Part 2 Conditions' are to the conditions so designated within the Standard Conditions and reference to Standard Condition is to any one of the conditions value added tax payable by virtue of the Value Added Tax Act 1994 or any similar tax levied in addition to or by way of replacement for VAT 2 Interpretation 2.1 Words and phrases defined in the Standard Conditions have the same meaning in this contract, unless they have been defined in clause Clause headings are for reference only and do not affect the construction of this contract 2.3 This contract incorporates the Part 1 Conditions, except to the extent that they are varied by or inconsistent with the terms set out in this contract. 3 Agreement to sell 3.1 The Seller will sell and the Buyer will buy the Property and the Property Entitlements for the Price 3.2 The Seller warrants that it is entitled to sell the Property Entitlements free from any charge, lien, burden or adverse claim 3.3 The Property will be sold with vacant possession in accordance with this contract

5 4 Deposit 5 Title Payment of the Deposit is to be made either by direct credit or, if the Seller's Solicitors agree (and the Seller gives the Seller's Solicitors authority so to agree), by a cheque drawn on a solicitor's client account held at a clearing bank. The Deposit will be held by the Seller's Solicitors as stakeholder in accordance with Standard Condition Standard Condition 6.2 does not apply to this contract 5.2 The Seller is registered at the Land Registry as proprietor with absolute title to the Property, and the Buyer, having received from the Seller before the date of this contract an official copy of entries subsisting on the register of the Property and of any title plans and copies or abstracts of any documents noted on that title other than the Charge, must accept the Seller s title without further enquiry or requisition 5.3 Standard Condition is varied by the deletion of the words 'if to do so is reasonable' and the addition in their place of the words 'if the contract so states' and by the deletion of the words 'to obtain or pay for' and the addition of the words 'at the Buyer s expense' in their place, and by adding the following at the end: 'the Seller shall not be required to include any matter in the statutory declaration which is not, after reasonable enquiry, within [its knowledge 6 Title guarantee The Seller will transfer the Property with full title guarantee but the operation of Law of Property (Miscellaneous Provisions) Act 1994, s 3(1) is limited by the deletion of the words 'and could not reasonably be expected to' in that sub-section and will not extend as mentioned in s 3(2) 7 Matters affecting the property 7.1 The Property is sold subject to and where applicable with the benefit of: the matters contained or referred to in the registers maintained by Land Registry or its Land Charges Department other than the Charge all matters discoverable by inspection of the Property before today all matters relating to the Property which the Seller does not know about entries in any public register (whether made before or after today) other than in respect of the Charge public requirements and any matters arising by virtue of any legislation any unregistered interests which fall within any of the paragraphs of Land Registration Act 2002, Sch 3 and any unregistered interests that affect the Property to the extent and for so long as they are preserved by the transitional provisions of Land Registration Act 2002, Sch all matters disclosed or which would be disclosed by searches or as a result of enquiries (formal or informal, and whether made in person, in

6 writing or orally) made by or for the Buyer or which a prudent buyer ought to make 7.2 The Buyer will be deemed to take the Property with full knowledge of the matters subject to which it is sold, and may not make any requisition or claim in respect of any of them 8 The Transfer 8.1 The Seller will not be required to transfer the Property otherwise than as a whole and to the Buyer at the Price 8.2 Standard Condition does not apply to this contract 8.3 The Buyer must apply to Land Registry as soon as reasonably practicable following Completion for registration of the Transfer and will pursue its application expeditiously and will within five working days after completion of that registration produce to the Seller's Solicitors official copies of the entries and title plan at Land Registry showing the Buyer as the registered proprietor of the Property 9 Completion 9.1 Completion will take place on the Completion Date 9.2 Monies due on Completion (including any VAT on the Price) must be paid either by direct credit or by an unconditional release of a deposit and interest held by a stakeholder to the Seller or by such other means as the Seller's Solicitors and the Buyer's Solicitors may agree (and the Seller and the Buyer respectively give their solicitors authority so to agree) 9.3 The Seller and the Seller's Solicitors are not obliged to accept any payment under this contract unless it is remitted by or drawn on a financial institution falling within Money Laundering Regulations 2007, SI 2007/2157, regulation 3(3)(a) and which is covered by the Money Laundering Directive (Directive 2005/60/EC) on prevention of the use of the financial system for the purposes of money laundering 9.4 If Completion takes place after the Completion Date then the Seller will be entitled to take the net income from the Property until Completion as well as compensation under Standard Condition 9.3.1, unless and to the extent that the delay is attributable to the Seller 10 VAT Condition 1.4 of the Part 1 Conditions is incorporated into this contract 11 Basic Payment Scheme 11.1 On Completion the Seller shall deliver to the Buyer such completed forms deeds or documents as may reasonably be required by the Buyer in order to effect a transfer of the Property Entitlements to the Buyer and the Buyer will pay to the Seller that part of the Price as set out in clause 3.1 of this contract (plus any VAT payable thereon) as part of the completion moneys 11.2 the Seller warrants: that the Property Entitlements are freely transferable by the Seller to the Buyer

7 that the Property Entitlements are registered in his name with the RPA or such other competent authority that the Property Entitlements are not susceptible to confiscation, loss or value reduction nor is any BPS Payment which may be claimed by the Buyer in future years susceptible to repayment due to any act or omission of the Seller or any previous owner of the Property or the Property Entitlements 11.3 The Buyer warrants that up to and including Completion and until the transfer of the Property Entitlements into the name of the Buyer has been formally registered by the RPA or other competent authority the Buyer will be an active farmer (as defined by the Basic Payment Scheme) and the Buyer shall indemnify the Seller against the loss of all or any part of any of the Property Entitlements or any BPS Payment arising from any breach of this warranty 11.4 The Seller shall be entitled to receive and retain every available BPS payment for the claim year in which Completion takes place, and: the Buyer warrants that the Buyer will observe and comply with the Cross Compliance Conditions, the Greening Requirement and all other relevant obligations or requirements imposed by the Basic Payment Scheme for claiming a full BPS Payment from the Completion Date until 31 December in the year of Completion; and the Buyer shall indemnify the Seller against all expenses, costs and losses suffered or incurred by the Seller by reason of the Buyer or the Buyer's agents breaching the warranty in clause , including but not limited to all expenses and costs incurred in the acquisition of comparable replacements for any lost Property Entitlements and all or any loss of any BPS payment 12 State and condition of the Property 12.1 The Buyer has inspected the Property and has formed its own view as to its suitability for the Buyer s purposes 12.2 The Buyer has had the opportunity (and the Seller s permission) to undertake its own investigations and surveys into the state and condition of the Property both above and below ground 12.3 The Seller gives no warranty or representations as to the state and condition of the Property 12.4 The Buyer accepts full responsibility for the state and condition of the Property and has no claim against the Seller in relation to it 13 Costs The Buyer must reimburse the Seller for any costs (including legal costs on an indemnity basis) which the Seller incurs after the Completion Date in respect of any steps taken to enforce or complete this contract, including the preparation and service of a notice to complete

8 14 Entire contract 14.1 The parties acknowledge that this contract and any document annexed to or incorporated into it contain all the express terms of the contract between them for the sale and purchase of the Property 14.2 The Buyer acknowledges that, except for written replies given by the Seller's Solicitors to the formal pre-contract enquiries raised by the Buyer's Solicitors, it has not relied upon or taken into account any statement or representation made by or on behalf of the Seller (whether written or oral) in deciding to enter into this contract 15 Notice to complete Standard Condition is varied by the addition of the following at the end: 'under this condition but not otherwise' 16 Third parties Unless expressly stated nothing in this contract will create any rights in favour of any person under the Contracts (Rights of Third Parties) Act 1999 Signed by Seller Signed the Buyer

SPECIAL CONDITIONS OF SALE (LOT 17)

SPECIAL CONDITIONS OF SALE (LOT 17) 1. Vendor Freehold Properties Limited (Company Registration Number 04201842) whose registered office is at 12 York Gate, London, NW1 4QS 2. Vendors Solicitors Philippsohn