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Schedule 10 Repurchase and Overage ProvisionsEach separate part of this Schedule shall apply only in the circumstances set out below:

Part I cheme Overage shall apply from the date upon which a Trigger Notice is servedbut not otherwise)

Part epurchase and IRR Overage Provisions for Gibbs Green School and FarmLane shall apply in the circumstances set out in Part 2 of this Schedule but nototherwise)

Part 3 ompensation Overage shall apply where there is any Compensation OverageArea existing as at the earlier of a) the Final Phase Long Stop Date and b)Termination of this Agreement.

Part I Scheme verageI SCERTAINING THE ACTUAL GEA1 1 s 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 suchScheme Overage Trigger Date has occurred.

1 2 or the purposes of calculating the Actual GEA, where the relevant Satisfactory SchemeOverage Planning Permission does not detail exactly the amount of area permitted butinstead provides a range of areas that would be permitted on such land then subject to anyaggregate maximum area that applies the Parties shall include such maximum area as part ofthe Actual GEA.

13 he Base GEA allocated to each part of the Scheme Overage Area is as shown inSchedule 27 and will be apportioned to the land in respect of which the Scheme OverageTrigger Date has occurred, accordingly.

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

1 5 f as part of the determination of apportionment of Base GEA or the Actual GEA pursuant toclause 40 the Expert shall be required to make any assumptions, disregards or matters ofinterpretation, then the Parties agree that those same assumptions, disregards or matters ofinterpretation shall be used by the Parties in determining any future calculations of SchemeOverage in order to ensure consistency so long as the same are appropriate and/or have notbecome incorrect in relation to future calculations).

ROGRESS REPORT AND SUPPORTING INFORMATION2 1 he 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 f requested by the Council the Buyer shall promptly provide such supporting information asmay reasonably be required to demonstrate the Actual GEA as referred to in each suchprogress report.

3 alculation of Scheme Overage3.1 cheme 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 Vwhere in respect of the land in relation to which the Scheme Overage Trigger Date hasoccurred: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 beenpaid 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 n addition, to the extent that any Satisfactory Scheme Overage Planning Permission whichapplies on a Scheme Overage Trigger Date permits the construction of more than suchnumber of car parking spaces as will result in the total number of car parking spaces withinthe whole of the Scheme Overage Area exceeding 4311 the Buyer shall pay to the CouncilOverage at the rate of E1,000 for every car parking space comprising such excess which isconsented to be constructed on the land in relation to which the Scheme Overage TriggerDate has accrued.

3.2 he Buyer s liability to pay Scheme Overage (if any) shall be calculated upon each SchemeOverage Trigger Date and where such calculation produces a positive sum, the amountthereof shall be the Scheme Overage payable by the Buyer to the Council.

3.3 ny Scheme Overage determined as payable pursuant to the terms of this Part of thisSchedule 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; orb) 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 andthe balance of Scheme Overage (after adjustment as Provided for in paragraph 3.4 ofthis part of this Schedule) shall be subject to continuing adjustment in line with themovement in RPI from the Scheme Overage Trigger Date which triggered liability forpayment of Scheme Overage such to the date such Scheme Overage is actually paidin cleared funds to the Council. The indexation movement shall be calculated bytaking the index figure for the month of December in the year in which the relevantScheme Overage Trigger Date has occurred and the index figure for the calendarmonth before the month in which the Scheme Overage is actually paid in clearedfunds to the Council.

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3 4 here the calculation of any Scheme Overage in accordance with the formula set out inparagraph 3.1 of this part of this Schedule results in a negative sum, the Buyer shall beentitled to deduct such negative sum from any future payment of Scheme Overage and/or toreduce the balance of any potential Scheme Overage which has accrued but is unpaid asprovided in paragraph 3.3 of this part of this Schedule until the whole of such negativeScheme Overage has been utilised.

3 5 or the avoidance of doubt the following provisions shall apply in respect of the Buyer sobligation to pay Scheme Overage:

3.5.1 the Buyer shall never be required to account more than once for Scheme Overage in respectof 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 theprovisions of this Part of this Schedule notwithstanding that the Buyer shall have sold any partof 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 theBase GEA and the Actual GEA of the Phases in respect of which Phase Completion hasoccurred prior to such Termination.

C H E M E O V E R A G E E N D D A T EThe Buyer s obligations under this Part of this Schedule shall cease and determine on theScheme Overage End Date (subject to payment of all outstanding Scheme Overage whichhas already accrued due at that date).

I J jThe Council hereby waives any unpaid lien that it may have in respect of any land transferredto the Buyer pursuant to the terms of this Agreement, notwithstanding that further paymentsmay become due to the Council pursuant to this Schedule or other provisions of thisAgreement.

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Part 2 Repurchase and IRR Overage Provisions for Gibbs Green School and Farmane

IR1 klI II.]KIn this Part of this Schedule the following words and expressions shall have the followingmeanings:

Allowable Costs eans the aggregate of all those costs set out or referredto in Part 2E of this Part of this Schedule which areincurred or born by the Buyer

Base Return on eans so much of the IRR Overage Value as equates as atInvestment he Calculation Date to an return on investment for the Buyer

equal to return which when averaged over each year of theperiod over which such return is calculated amounts to anannual IRR of 20% taking into account all cash flows inrespect of the Allowable Costs and including in such cashflows all rents licence fees and other income of a revenuenature

Calculation Date eans 5 Working Days after the end of the IRR OveragePeriod

Commencement of eans the carrying out of development works culminatingDevelopment n the substantive completion of enabling works, ground

works (including foundations) and the materialcommencement of above ground construction.

Disposal eans a sale (whether leasehold or freehold) contractedwithin the IRR Overage Period of the Property or any partthereof for a capital sum (save for an Exempt Disposal) andDisposed shall be construed accordingly

Exempt Disposal eans a Disposal which meets any of the criteria set out inparagraph 4 of Part 2D of this Schedule

IRR Overage Period eans the period commencing on the date of thisAgreement and expiring upon the earlier of (i) the date 6months following practical completion of the consenteddevelopment of which the works triggering Commencementof Development comprised part; and (ii) completion of aDisposal of the whole (or substantially the whole) of theBuyers interest in the relevant Property; and (iii) 31stDecember 2035

Indexed eans that the relevant sum is adjusted (but not so as tofall below the figures herein specified) in line with themovement in the Retail Prices Index which movement shallbe calculated by taking the RPI Index for the monthpreceding the date of this Agreement and the RPI Indexfigure for the month immediately preceding the monthduring which the Repurchase Notice is served or the IRR

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Overage Value is calculated (as the case may be).IRR Overage eans one i th of the amount (if any) by which the IRR

Overage Value exceeds the Base Return On Investment.IRR Overage Value eans the aggregate of (I) all proceeds (exclusive of VAT)

received by the Buyer in consideration of Disposals(ignoring any Exempt Disposals) which occur (or areunconditionally contracted) during the IRR Overage Periodand (ii) where the Property or any part thereof has not beenthe subject of a Disposal the Open Market Value assessedin accordance with the RICS Valuation ProfessionalStandards (The Red Book) of the Buyer s retained interesttherein as at the end of the IRR Overage Period.

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

a) the Calculation Date; andb) the date on which the amount (if any) of the IRR

Overage is ascertained in accordance with theprovisions of this Part of this Schedule.

Property eans Gibbs Green School and/or Farm Lane as the casemay be

Repurchase Contract eans a contract in the terms set out in Part 2D of thisSchedule

Repurchase Notice eans a notice in writing signed by or on behalf of theBuyer offering to sell one or both of the Properties to theCouncil at the Repurchase Price (the notice to be in suchform that if countersigned by or on behalf of the Council byway of acceptance it will be effective to bring theRepurchase Contract into effect).

Repurchase Price eans in the case of Gibbs Green School the sum of9,300,000 and in the case of Farm Lane the sum of5,700,000 in each case Indexed together with VAT (ifapplicable) thereon

Working Day eans any day which is not a weekend or public holidayand on which banks are normally open for business inEngland

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PART AGIBBS GREEN SCHOOL AND FARM LANE OFFER BACK

Subject to paragraph 2 of this Part of this Schedule if this Agreement is Terminatedwithout a Trigger Notice having been served then:

1 1 he Buyer shall within 10 Working Days after such Termination, serve upon the Council aRepurchase Notice which relates to both of the Properties (Gibbs Green School and FarmLane) (but not one only) Provided that the Repurchase Notice need not relate to a Propertyupon which a Commencement of Development has already occurred.

1 2 he Council shall be entitled at any time within 3 months from service of a Repurchase Noticeserved under this Part 2A of this Schedule to bring the Repurchase Contract into effect byservice upon the Buyer of a copy of the Repurchase Notice which has been countersigned byor on behalf of the Council by way of acceptance.

1 3 he Council does not accept the offer contained in a Repurchase Notice within the periodprovided for the Buyer shall have no liability thereafter to serve a further Repurchase Noticebut the provisions for RR Overage set out in Part 20 of this Schedule shall still apply to anyProperty upon which there is a Commencement of Development during the IRR OveragePeriod

2 he provisions of this Part 2A of this Schedule shall cease to apply in relation toFarm Lane and shall apply only in respect of Gibbs Green School if the Buyersobligation in paragraph 1 of Part 2B of this Schedule shall cease to apply by reasonof the application of paragraph 6 of Part 2B of this Schedule in which case anyRepurchase Notice otherwise required to be served under paragraph 1 of this part 2Aof this Schedule shall relate only to Gibbs Green School.

3 or the avoidance of doubt after a Trigger Notice has been served Gibbs GreenSchool will form part of the Scheme Overage Area to which part 1 of this Scheduleapplies.

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PART BFARM LANE OFFER BACK AND OVERAGE

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

1 1 Trigger Notice has been served but this Agreement is Terminated prior to expiry of the IRROverage Period and no Commencement of Development has occurred on Farm Lane beforesuch Termination; or

1 2 hether or not a Trigger Notice has been served, the Buyer wishes to effect aCommencement of Development on Farm Lane (other than for including it in a Build Phasepursuant to an Agreed PPDN); or

1 3 hether or not a Trigger Notice has been served, the Buyer wishes before expiry of the IRROverage Period (but before there has been a Commencement of Development on FarmLane) to effect a Disposal of Farm Lane.The Buyer s obligation in paragraph 1.2 of this part of this Schedule to serve a RepurchaseNotice shall cease to apply if the Council has refused under clauses .2.2 or 11 .2.8 aproposal by the Buyer to Farm Lane being included in a proposed Build Phase.

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

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

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

6 f the Council does not accept the offer contained in any Repurchase Notice served underparagraph 1.3 of this Part of this Schedule within the period provided for the Buyer mayproceed with the Disposal and shall have no liability to serve any further Repurchase Noticeor pay any Overage in relation to Farm Lane.

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PART CIRR OVER GE

C LCUL TION OF IRR OVER GE

1.1 here the Buyer is liable to pay IRR Overage (if any) in respect of a Property it shall becalculated as set out in this Part 20 of this Schedu le and shall be paid on the Payme nt Date.1.2 RR Overage shall not be payable in respect of Gibbs G reen School i f the Trigger Notice has

been served.1.3 n or before the Calculation Date the Parties shall use all reasonable endeavours to agreewhether any IRR Overage is payable in respect of a Property and if so the calculation thereof.1.4 he Buyer agrees to supply or make available to the Council such evidence and otherinformation as the Council reasonably and properly requires in connection with the calculation

of IRR Overage1.5 f the Parties have not agreed whether any IRR Overage is payable and if so, the am ountthereof 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 4 0 of this Agreement.2 XPIRY OF OBLIG TIONS

The B uyers obligation to pay any IRR O verage shall occur once only (upon the occurrence ofthe 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 ofIRR Overage, this Part of the Schedule shall cease and determine in relation to the relevantProperty but without prejud ice to liability for any accrued cau se of action.

3 YMENT OF INTERESTIf the Buyer fai ls to pay to the Council the IRR Overage w ithin 5 Working Days after thePayment Date then the Buyer shall also pay interest at the Prescribed Rate u pon the amountdue (or so much thereof as has not been paid) from the Payment Date u ntil actual payment.

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PART DREPURCH SE CONTR CT

A R epurchase N otice shall constitute an offer by the Buyer to sell the relevant Property to theCouncil upon the terms of a Repurchase Contract.2 f 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 ofacceptance within the period specified in Part 2A or Part 2 B of this Schedule as the casemay be) then the Repurchase Contract shall immediately come into effect.

he terms of any Repurchase Contract shall be as follows:3.1 he purchaser sha ll be the Council3.2 he seller shall be the Buyer or such other entity that shall own the sam e at the relevant time3.3 and Sold - the Property or Properties) in respect of which the Repurchase Notice has been

served and if more than on e Property they shall not be severable.3.4 rice - The Repurch ase Price as defined above)3.5 eposit - none3.6 he Completion Date - the first Working Day 30 days after the Repurchase Contract comesinto effect3.7 he seller shall deduce its title to the P roperties and the C ouncil shall accept such title without

further requisition or enquiry save in respect to matters arising after the date of thisAgreement). The Properties will be sold free of any financial charges created by the seller butotherwise subject to any rights of occupation, third party rights and all such other matters asaffect the Properties or the titles thereto whether or not created by the seller after the date ofthis Agreeme nt) Provided Tha t the seller shall not grant any leases or other rights ofoccupation which would remain in effect after completion of such Repurchase Contract unlessthe Cou ncil has given its prior consent thereto, and provided further that the seller shall usereasonable endeavours to procure the release of any encumbran ce having a materialadverse impact on value) imposed after the date of this Agreement.

3.8 he Prope rties will be sold in their then existing state and cond ition and the seller shall haveno liability in respect thereof and for the a voidance of dou bt nothing in this Agreeme nt shalloblige the Buyer as seller) to ensure that the Properties remain in the condition as at the timethe same were purchas ed by the Buyer or any other condition) and the Buyer shall beentitled to do o r not to do any thing in relation to the P roperties as the Buye r shall elect in itsabsolute discretion.

4 XEMPT DISPOSALS4.1 ny Disposal which falls within one or more of the criteria set out in paragraph 4.4 below or isof similar effect to any of such criteria) shall be an Exempt Disposal .4.2 he Buy er 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 theobligations 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 ordelayed) to enter into a deed of novation under which the Council agrees to such novationand the entity which acquires the Property or the relevant part thereof) covenants with theCouncil to observe and perform the obligations on the part of the Buyer contained in this Partinsofar 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 thisAgreement insofar as it relates to the Property or part thereof which is the subject of the deedof novation) save for any accrued cause of action.

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

4.4 he criteria referred to in paragraph 4.1 above are:sale or transfer to an entity whi h is a Connected Party as defined in paragraph 1

of this Agreement); orb) 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; orc) 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 Buyeror to any such entity as falls within the criteria set out in a) or b) above.

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PART EALLOWABLE COSTS FOR THE PURPOSES OF IRR OVERAGE

he sum of 9,300,000 for Gibbs Green School and 5,700,000 for Farm Lane and all StampDuty Land Tax and Land Registry fees paid by the Buyer in respect of the Purchase of suchProperties.

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

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

4 nsurance premiums in respect of the Property.5 ll 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 otherwisemaking it ready for occupation and all reasonable and proper advertising, promotion, researchand other marketing costs and the costs of any letting or sales agents or lawyers appointedon normal commercial terms in respect of the Property.

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

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

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

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

1 ll Value Added Tax on any of the above item (excluding any VAT which is recoverable bythe Buyer as a VAT input credit).

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ll interest and other finance costs paid by the Buyer or by another entity within the samegroup of companies as the Buyer whether rolled up or not) in respect of the external fundingof all or any part of the Allowable Costs together with any reasonable and proper legal orother 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 proposalby the Buyer to Farm Lane being included in a Build Phase, then with effect from the date ofthe refusal those costs which are specified in paragraphs 2, 3, 4 and 6 above shall not formpart of the Allowable Costs in so far as they relate to Farm Lane.

NO INTEREST IN L NDThe provisions of this Schedule 10 do not create any interest in land and shall not be registered ornoted on any title at the Land Registry.

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Part Compensation OverageI ompensation Overage1 1 his part of this Schedule shall apply in respect of Compensation Overage Disposals effected

during the Compensation Overage Period,1 2 he Council will pay to the Buyer Compensation Overage in respect of each Compensation

Overage Disposal which is contracted or completed during the Compensation OveragePeriod

1 3 he 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; andC is the proportion referred to in paragraph 1.5 of this part of this Schedule

1 4 here the Compensation Overage Disposal includes land in addition to the CompensationOverage Area the consideration shall be apportioned by the application of an equal valueacross the land sold.

1 5 he proportion referred to in paragraph 1.3 of this Schedule shall be 25% provided that for solong as there shall be any outstanding Damages Balance, such 25% shall be increased up tobut not exceeding 75% and such proportion above 25% shall be applied in discharge of anyoutstanding Damages Balance until the whole of the Damages Balance has been exhausted.

1 6 ithin 10 Working Days of any Compensation Overage Disposal the Council shall notify theBuyer and shall provide the Buyer with copies of all relevant documentation relating to theCompensation Overage Disposal.

1 7 he Parties will endeavour to agree the amount of the Compensation Overage and in defaultof agreement the matter shall be determined by reference to the Expert appointed inaccordance with the provisions of clause 40 on the application of either Party.

1 8 ompensation Overage shall be due and payable as from the date on which the amount of itis agreed or determined in accordance with the above provisions.

1 9 ny Compensation Overage shall be increased by interest at the rate of 1% above the baserate of Barclays Bank PLC from the date of completion of the relevant CompensationOverage Disposal to the date on which the Compensation Overage is due to be paid andthereafter at the rate of 4% above the base rate of Barclays Bank PLC until actual payment.

1 1 0 s soon as reasonably practicable after the date of this Agreement the Council shall registera 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 alimited partnership registered in England and Wales under number LP1 4695 acting by itsgeneral partner EC Properties GP Limited (company number 7696161) or by itsconveyancer.

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111 he Damages Balance shall be reduced by the application of the Compensation Overagetowards the Damages Balance until such time as the Damages Balance shall have been fullydischarged

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