Exhibit 10.79


 


Contract treated as exchanged


1:15 pm


Law Society Formula.


 


Ref:          


on behalf of 

the Buyer


 


DATE: 5th December 2018


 


CONTRACT RELATING TO SALE OF SPICERS,
SAWSTON, CAMBRIDGE


 


Between


 


ARACARIS CAPITAL LIMITED


 


and


 


HUAWEI TECHNOLOGIES RESEARCH & DEVELOPMENT
(UK) LIMITED


 


Annexure 1: Electronic Data Rooms document list.


Annexure 2: Agreed form of transfer.


Annexure 3: Agreed form of Lease.


 


CMS Cameron McKenna Nabarro Olswang LLP

Cannon Place

78 Cannon Street

London EC4N 6AF

T +44 20 7367 3000

F +44 20 7367 2000

cms.law


 




     


     


    

 


TABLE OF CONTENTS


 


	1.	Definitions	1
	2.	Interpretation	3
	3.	The Conditions	4
	4.	Sale and Purchase	4
	5.	Deposit	5
	6.	Title	5
	7.	Title Guarantee	5
	8.	Matters Affecting the Property	6
	9.	Insurance	7
	10.	The Transfer	8
	11.	Rent Deposit Deed	8
	12.	Completion of the sale of the Property	8
	13.	Grant of the Lease	9
	14.	Registration	10
	15.	Apportionments	10
	16.	Arrears	11
	17.	Maintenance Contracts	11
	18.	Management	12
	19.	Employment	12
	20.	Basic Payment Entitlements	14
	21.	Environmental Stewardship Agreement and SSSI	15
	22.	Capital Allowances	16
	23.	VAT	17
	24.	Release of the Seller	19
	25.	Post-Completion Receipts	20
	26.	State and Condition of the Property	20
	27.	Health and Safety File	21
	28.	Costs	21
	29.	Confidentiality	21
	30.	Entire Contract	22
	31.	After Completion	22
	32.	Notices and Documents	22
	33.	Contracts (Rights of Third Parties) Act 1999	23
	34.	Governing Law and Jurisdiction	23


 





	Schedule 1 The Tenancies	24
	Schedule 2 Form of election under section 198 of the Capital Allowances Act 2001	27
	Annexure 1 The Electronic Data Rooms	29
	Annexure 2 Transfer	30
	Annexure 3 Lease	31
	Annexure 4 Unregistered land	32
	Annexure 5 Rent Deposit Deed	33
	Annexure 6 Whittle Lake 2018 Membership List	34
	Annexure 7 Deed of Assignment for MLM Reliance Letter	35


 




     


     


    

 


ASSET SALE CONTRACT (ENGLAND
AND WALES)


 


DATE


 


PARTIES


 


		(1)	ARACARIS CAPITAL LIMITED (incorporated and registered
in England and Wales under company registration number 09103328), the registered office of which is at Suite 1, 3rd Floor, 11-12
St. James’s Square, London SWIY 4LB (the “Seller”); and



 


		(2)	1HUAWEI TECHNOLOGIES RESEARCH & DEVELOPMENT (UK)
LIMITED (incorporated and registered in England and Wales under company registration number 07371283) the registered office
of which is at 302 Cambridge Science Park, Milton Road, Cambridge, England, CB4 OWG (the “Buyer”).



 


IT IS AGREED AS FOLLOWS:


 


		1.	DEFINITIONS



 


		1.1	The following definitions apply in this contract:



 


“Arrears” means
all money due from the Tenants on or before Completion but which has not been received by the Seller or its agents as cleared funds
before Completion, and


 


		(a)	includes any money due from a Tenant under any rent deposit
deed, but



		(b)	excludes any money due from a Tenant in respect of which
the Seller has made a withdrawal pursuant to a rent deposit deed in satisfaction (or partial satisfaction) of the amount due but
only to the extent of the withdrawal made;



 


“Business Day” means
a day other than Saturday, Sunday or a day on which banks are authorised to close in London for general banking business;


 


“Buyer’s Solicitors”
means Harrison Clark Rickerbys Limited of Suite 24, 100 Longwater Avenue Green Park Reading RG2 6GP (reference RNLIFlua007-0004);


 


“CDC Service Charge” means thirty
five thousand pounds (05,000) per annum;


 


“Charges” means
the following charges appearing on the Charges Register of the said title numbers:


 


	Title number:	Charges:
	
        CB1793 as at

        25 July 2018 timed

        at 12:15:48
	
        a)       

        b)       

         

         c)       
	
        charge dated 17 November 2014 in favour of Together
        Commercial Finance Limited;

        charge dated 17 February 2015 in favour of Together
        Commercial Finance Limited; and

        charge dated 21 June 2017 in favour of Four M Purchasers
        LLP;

	
        CB98091 as at

        25 July 2018 timed

        at 14:22:01
	a)	charge dated 17 February 2015 in favour of Together Commercial Finance Limited; and


 




     


     


    

 


	 	 b)	charge dated 21 June 2017 in favour of Four M Purchasers LLP;
	
        CB219591 as at

        25 July 2018 timed at 12:20:28
	
        a)       

         

        b)       

          c)       
	
        charge dated 17 November 2014 in favour of Together
        Commercial Finance Limited;

        charge dated 17 February 2015 in favour of Together
        Commercial Finance Limited; and

        charge dated 21 June 2017 in favour of Four M Purchasers
        LLP;

	
        CB271349 as at

        25 July 2018 timed at 12:19:46
	
        a)       

         

        b)       

         c)       
	
        charge dated 17 November 2014 in favour of Together
        Commercial Finance Limited;

        charge dated 17 February 2015 in favour of Together
        Commercial Finance Limited; and

        charge dated 21 June 2017 in favour of Four M Purchasers
        LLP;

	
        CB278414 as at

        25 July 2018 timed at 14:20:37
	
        a)       

         

        b)       
	
        charge dated 17 February 2015 in favour of Together
        Commercial Finance Limited; and

        charge dated 21 June 2017 in favour of Four M Purchasers
        LLP; and

	
        CB361898 as at

        25 July 2018 timed at 14:23:16
	 a)	charge dated 21 June 2017 in favour of Four M Purchasers LLP;


 


“Completion” means
the date that the Transfer of the Property to the Buyer is actually completed and references in the Standard Conditions to ‘actual
completion’ are to be read accordingly;


 


“Completion Date” means 14 December
2018 or earlier by agreement;


 


“Conditions” means
the conditions in Part 1 of the Standard Commercial Property Conditions (Third Edition, 2018 Revision);


 


“Contract Rate”
means four per cent over the base rate from time to time of Lloyds Bank plc;


 


“Deposit” means
the payment of 20 per cent of the Purchase Price (exclusive of VAT) being seven million five hundred thousand pounds (£7,500,000);


 


“Electronic Data Rooms”
means the electronic data rooms in respect of the Property, access to which the Seller has given to the Buyer (and the Buyer’s
Solicitors) and containing the documents listed in Annexure 1;


 


“Employment Costs”
means all remuneration, benefits, entitlements and outgoings including, without limitation, all wages, holiday pay, bonuses,
commissions, employer’s taxes, employer’s National Insurance and social security contributions and employer pension contributions;


 


“Environmental Stewardship
Agreement” means the Entry Level and High Level Stewardship Scheme made between (1) Aracaris Capital Limited and (2) Natural
England with agreement number AG00635872;


 




    	2



     


    

 


“First RPI Review Date” means (the
date calculated in accordance with clause 13.3) 2023;


 


“Lease” means the lease between
the Seller and Aracaris Limited in the agreed form annexed to this contract as Annexure 3;


 


“Property” means the Registered Property
and the Unregistered Land;


 


“Purchase Price” means thirty seven
million five hundred thousand pounds (£37,500,000) (exclusive of VAT);


 


“Registered Property” means the
freehold property known as Spicers, Sawston, Cambridge as registered at the Land Registry under title numbers CB1793, CB98091,
CB219591, CB271349, CB278414 and CB361898;


 


“Rent Deposit Deed” means the rent
deposit deed in the form of the draft annexed to this contract as Annexure 5;


 


“Second RPI Review Date” means (the
date calculated in accordance with clause 13.3) 2033;


 


“Seller’s Solicitors” means CMS Cameron
McKenna Nabarro Olswang LLP of Cannon Place, 78 Cannon Street, London EC4N 6AF (reference: ADBV/NA2420.9);


 


“Tenancies” means the leases, licences
and supplemental documents listed in Schedule 1 and any other supplemental document entered into by the Seller in connection with
the management of the Property between the date of this contract and Completion;


 


“Tenants” means the tenants and/or licensees
under the Tenancies;


 


“Transfer” means the transfer of
the Property from the Seller to the Buyer in the form of the draft annexed to this contract as Annexure 2;


 


“Unregistered Land” means the land
shown edged red on the plan annexed to this contract as Annexure 4;


 


“VAT” means value added tax and/or
any similar tax from time to time replacing it or performing a similar fiscal function.


 


		1.2	Words and phrases defined in the Conditions have the same
meaning in this contract, unless they have been defined otherwise in clause 1.1.



 


		2.	INTERPRETATION



 


		2.1	Unless otherwise expressly stated, the rules of interpretation
set out in this clause 2 apply in this contract.



 


		2.2	The contents page, headings and sub-headings in this contract
are for ease of reference only and do not affect the meaning of this contract.



 


		2.3	A reference to legislation is a reference to all:



 


		2.3.1	directives, decisions and regulations of the Council or
Commission of the European Union; and



 


		2.3.2	Acts of Parliament; and



 


		2.3.3	orders, regulations, consents, licences, notices and bye-laws
made or granted:



 


		(a)	under any Act of Parliament; or



 




    	3



     


    

 


		(b)	under any directive, decision or regulation of the Council
or Commission of the European Union; or



 


		(c)	by a local authority or by a court of competent jurisdiction;
and



 


		2.3.4	any mandatory codes of practice issued by a statutory body,
in each case having effect in the relevant part of the United Kingdom from time to time.



 


		2.4	A reference to particular legislation is a reference to
that legislation as amended, modified, consolidated, re-enacted or replaced from time to time and to all subordinate legislation
made under it from time to time.



 


		2.5	Obligations undertaken by more than one person are joint
and several obligations.



 


		2.6	Unless otherwise stated, a reference to a clause, paragraph
or schedule is to a clause or paragraph of or a schedule to this contract. A reference to this contract includes its schedules
and annexures.



 


		2.7	Words in the singular include the plural and vice versa.



 


		2.8	Reference to one gender includes all genders.



 


		2.9	A requirement that a notice or other communication to be
given or made under or in connection with this contract must be signed by the person giving or making it will be deemed to be
satisfied if the notice or other communication is signed on behalf of the person giving it.



 


		3.	THE CONDITIONS



 


		3.1	This contract incorporates the Conditions, except to the
extent that they are varied or disapplied by or are inconsistent with the terms set out in this contract.



 


		3.2	Condition 9.8.1 is varied by the addition of the following
at the end: “under this condition but not otherwise”.



 


		3.3	Conditions 10.5.2(b) and 10.6.2(b) are both varied by the
addition of the words: “and any other materials” after the words: “return any documents”.



 


		3.4	Conditions 1.1.4, 1.2, 4.2.1, 9.3.7 and 9.3.8 do not apply
to this contract.



 


		3.5	A reference in the Conditions to a working day is a reference
to a Business Day.



 


		3.6	A reference in the Conditions to a party’s conveyancer
is to the Seller’s Solicitors or the Buyer’s Solicitors as the case may be.



 


		4.	SALE AND PURCHASE



 


		4.1	The Seller shall sell and the Buyer shall buy the Registered
Property, together with whatever title or interest (if any) the Seller has in the Unregistered Land, for the Purchase Price in
accordance with this contract.



 


		4.2	Prior to Completion, the Seller shall grant the Lease to
Aracaris Limited, and Aracaris Limited shall accept the Lease in accordance with this contract.



 


		4.3	The Buyer will pay to the Seller:



 


		4.3.1	L150,000 on the first anniversary of the Completion Date;
and



 


		4.3.2	£150,000 on the second anniversary of the Completion
Date.



 




    	4



     


    

 


		5.	DEPOSIT



 


		5.1	The Buyer shall pay the Deposit no later than the date
of this contract.



 


		5.2	Condition 3.2.2 is varied by the deletion of the words
“from an account held in the name of a conveyancer” and the addition in their place of the words “in same day cleared
funds from the Buyer’s Solicitors’ client account”.



 


		5.3	Condition 3.2.2 as varied shall apply to any payment made
under Condition 9.8.3.



 


		6.	TITLE



 


		6.1	The Seller is registered at the Land Registry as proprietor
with title absolute to the Registered Property. The Buyer has received from the Seller before the date of this contract:



 


		6.1.1	subject to clause 6.4, copies of the Tenancies; and



 


		6.1.2	a copy of the entries subsisting on the register of the
Registered Property and of any title plans and copies or abstracts of any documents referred to on that title as being filed at
the Land Registry other than the Charges.



 


		6.2	The Buyer shall accept the Seller’s title as shown by the
Seller without further enquiry or requisition save in relation to any matters arising as a result of a buyer’s usual pre completion
searches at the Land Registry and Companies House.



 


		6.3	The Seller has no information regarding title to the Unregistered
Land and the Buyer shall accept the Seller’s title to the Unregistered Land (if any) without enquiry or requisition.



 


		6.4	Conditions 7.1, 7.2, 7.3.1 and 7.3.2 do not apply to this
contract.



 


		6.5	Condition 7.4.2 is varied by the addition of 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 personal knowledge”.



 


		7.	TITLE GUARANTEE



 


		7.1	The Seller shall transfer the Registered Property with
full title guarantee, subject to the following modifications:



 


		7.1.1	the covenant set out in section 3(1) of the Law of Property
(Miscellaneous Provisions) Act 1994 will not extend to the words “and could not reasonably be expected to” in that section;
and



 


		7.1.2	the Seller shall not be liable under any of the covenants
set out in section 3(2) of the Law of Property (Miscellaneous Provisions) Act 1994.



 


		7.2	The Seller shall transfer title to the Unregistered Land
with no title guarantee.



 


		7.3	Conditions 7.6.2 and 7.6.3 do not apply to this contract.



 




    	5



     


    

 


		8.	MATTERS AFFECTING THE PROPERTY



 


		8.1	The Registered Property and the Unregistered Land is sold
subject to, and where applicable, with the benefit of:



 


		8.1.1	the matters (other than the Charges) contained or referred
to in the registers maintained by the Land Registry and shown in the official copies of the following title numbers:



 


		(a)	CB1793 as at 25 July 2018 timed at 12:15:48;



 


		(b)	CB98091 as at 25 July 2018 timed at 14:22:01;



 


		(c)	CB2I 9591 as at 25 July 2018 timed at 12:20:28;



 


		(d)	CB271349 as at 25 July 2018 timed at 12:19:46;



 


		(e)	CB278414 as at 25 July 2018 timed at 14:20:37; and



 


		(f)	CB361898 as at 25 July 2018 timed at 14:23:16;



 


		8.1.2	the obligations and rights arising by virtue of the Tenancies;



 


		8.1.3	any matters arising from the Seller’s management of the
Property in accordance with clause 18 before Completion as contemplated by this contract;



 


		8.1.4	all matters disclosed in the Electronic Data Rooms before
the date of this contract;



 


		8.1.5	all matters discoverable by inspection of the Property
before the date of this contract;



 


		8.1.6	all matters relating to the Property which the Seller does
not know about;



 


		8.1.7	entries in any public register (whether made before or
after the date of this contract) other than in respect of the Charges;



 


		8.1.8	public requirements and any matters arising by virtue of
any legislation, regulation or administrative decisions or actions;



 


		8.1.9	any unregistered interests which fall within any of the
paragraphs of Schedule 3 of the Land Registration Act 2002 (when read together with paragraphs 7 to 13 of Schedule 12 of that
Act);



 


		8.1.10	all matters disclosed or which would be disclosed by searches
or as a result of enquiries (formal or informal, and whether made in person or in writing) made by or for the Buyer or which a
prudent buyer ought to make; and



 


		8.1.11	any unregistered interests which fall within any of the
paragraphs of Schedule 1 of the Land Registration Act 2002 (when read together with paragraphs 7-13 of Schedule 12 of that Act),
and any interests which fall within section 11(4)(c) of that Act.



 


		8.2	The Buyer will be deemed to take the Registered Property
and the Unregistered Land with full knowledge of the matters subject to which the Registered Property and the Unregistered Land
is sold, and shall not make any requisition or claim in respect of any of those matters save (in respect of the Registered Property
only) in relation to any matters revealed by a buyer’s usual pre completion searches at the Land Registry and Companies House.



 


		3	Conditions 4.1.1, 4.1.2 and 4.1.3 do not apply to this
contract.



 




    	6



     


    

 


		9.	INSURANCE



 


		9.1	The Seller shall maintain (and if necessary renew) the
insurance of the Property and in accordance with any obligation on it as landlord under the Tenancies until Completion.



 


		9.2	The Seller shall permit the Buyer to inspect the policy
or evidence of its terms at any reasonable time and, if the insurers agree, obtain or consent to an endorsement on the policy
of the Buyer’s interest at the Buyer’s expense.



 


		9.3	The Seller shall not be responsible for any deficiency
in the amount insured or inadequacy of the risks covered but will, at the reasonable request and cost of the Buyer, increase the
amount insured or the risks covered.



 


		9.4	Until Completion the Seller shall use its reasonable endeavours
to process any claim made under the policy during the period from and including the date of this contract to and including Completion
and will notify the Buyer of any significant steps taken. Within a reasonable time after Completion and so far as the Seller may
be able to do pursuant to the relevant policy and subject to the consent (if required) of the insurer, the Seller shall assign
to the Buyer all rights to claim under the policy, other than those in respect of:



 


		9.4.1	loss of rent up to Completion; and



 


		9.4.2	relating to the property demised by the Lease; and 



 


any such assignments will be
in the form reasonably requested by the Buyer and which the Seller is reasonably able to give having regard the requirements of
the insurer.


 


		9.5	If the Seller receives any insurance money, other than
in respect of:



 


		9.5.1	loss of rent up to Completion; and/or



 


		9.5.2	relating to the property demised by the Lease,



 


it shall apply that money first
in accordance with the terms of the Tenancies and, to the extent that such money has not been expended for such purpose before
Completion, shall hold all monies not expended on trust for the Buyer and shall at actual completion make it available to the Buyer
for such purpose, but where the Seller has properly incurred costs before receipt of insurance money in reinstating or remedying
damage caused by an insured risk, or the insurance money relates to the property demised by the Lease, the Seller will be entitled
to retain such insurance money received in reimbursement of the costs so incurred or reinstate the property demised by the Lease
(as the case may be) and any insurance monies retained by the Seller pursuant to clause 9.5.2 will be used by the Seller for reinstatement
purposes.


 


		9.6	At (or as soon as practicable after) Completion the Seller
shall terminate its insurance policy (except in respect of that part of the Property as demised by the Lease and/or as otherwise
provided for in the Lease) and use its reasonable endeavours to obtain an appropriate refund of any premium paid by the Tenants.



 


		9.7	Subject to clause 9.8, the Seller shall refund to each
relevant Tenant within 20 Business Days of receipt from the insurer the proportionate part of the insurance premiums actually received
by the Seller from each Tenant in relation to the then current period of insurance for the period from (but excluding) Completion,
or, at the option of the Seller, pay or allow such refund to the Buyer on trust to account for it to the Tenants in the same manner.



 




    	7



     


    

 


		9.8	If, at the time the Seller would be liable to refund a
Tenant an amount (or pay such a refund to the Buyer) under clause 9.7, there are Arrears in relation to that Tenant to which the
Seller is entitled, the Seller shall not be bound to refund or pay the amount attributable to that Tenant under clause 9.7 (or,
if less, such part of that amount as does not exceed those Arrears) (the “Retained Sum”) but may retain the Retained
Sum and the Buyer may credit an amount equal to the Retained Sum against any Arrears which the Buyer is liable to pay to the Seller
pursuant to clause 16.



 


		9.9	The Buyer agrees to the insurer reimbursing the Seller
directly in respect of the Seller’s proper costs and/or expenses incurred by the Seller relating to:



 


		9.9.1	damage to the Property; or



 


		9.9.2	relating to the property demised by the Lease; or



 


		9.9.3	loss of rent before Completion



 


and any insurance monies received
directly by the Seller pursuant to clause 9.9.2 will be used by the Seller for reinstatement purposes.


 


		9.10	Condition 8.2 and section 47 of the Law of Property Act
1925 do not apply to this contract.



 


		10.	THE TRANSFER



 


		10.1	The Seller shall not be required to transfer the Property
otherwise than as a whole and to the Buyer at the Purchase Price.



 


		10.2	The Transfer shall be in the form of the draft annexed
to this contract as Annexure 2.



 


		10.3	The Seller shall deliver engrossments of the Transfer to
the Buyer’s Solicitors at least ten Business Days before the Completion Date.



 


		10.4	The Buyer shall execute the Transfer as a deed in duplicate
and shall deliver the duplicate to the Seller’s Solicitors on the Completion Date.



 


		10.5	Condition 7.3.2 does not apply to this contract.



 


		11.	RENT DEPOSIT DEED



 


Immediately following completion
of the Transfer, the Buyer shall enter into, and the Seller shall procure that the tenant of the Lease enters into, the Rent Deposit
Deed.


 


		12.	COMPLETION OF THE SALE OF THE PROPERTY



 


		12.1	Completion shall take place on the Completion Date and
the money due on completion (including any VAT on the Purchase Price) shall be paid by electronic means in same day cleared funds
from the Buyer’s Solicitors’ client account held at a clearing bank to the bank account specified by the Seller’s Solicitors and,
if applicable, by an unconditional release of the Deposit held by the Seller’s Solicitors to the Seller.



 


		12.2	Condition 9.1.2 is varied by the deletion of the words
“If the money due on completion is received after 2.00 p.m.” and the substitution in their place of the words “Unless
the money due on completion is received by the bank account specified by the Seller’s Solicitors for the purpose (on terms that
it is unconditionally released to the Seller) before 1.00 p.m. and the unconditional release referred to in clause 12.1 of the
contract is given before 1.00 p.m. ” and is further varied by the addition of the words “(as amended or supplemented
by this contract)” after the words “9.3 and 10.3”.



 




    	8



     


    

 


		12.3	Condition 9.1.3(b) is varied by the deletion of the words
“after 2.00 p.m.” and the addition in their place of the words “after 1.00 p.m.”.



 


		12.4	The wording in Condition 9.3.2(a) does not apply and the
following wording is substituted for it “if the whole Property is sold with vacant possession or Condition 10.3.4 applies,
Completion, or”.



 


		12.5	The wording in Condition 9.3.2(a) does not apply and the
following wording is substituted for it “if the whole Property is sold with vacant possession or Condition 10.3.4 applies,
Completion, or”.



 


		12.6	Condition 10.3.2 is varied by the addition of the words
“but together with the difference between interest at the Contract Rate on any deposit paid and interest actually received
by the Seller on any deposit paid” after the words “less any deposit paid”.



 


		12.7	For the purposes of Condition 10.3.4 the Seller gives the
Buyer notice that it will take the net income from the Property until completion as well as compensation under Condition 10.3.1.



 


		12.8	If one party is ready, willing and able to complete (and
at all times remains ready, willing and able to complete) but Completion does not take place on the Completion Date solely due
to the other party’s default, the defaulting party will pay to the other interest at the Contract Rate on the Purchase Price from
and after the Completion Date until the earlier ()factual completion or a maximum of fifteen days following the Completion Date.



 


		12.9	On Completion the Seller will assign the letter of reliance
dated 26 June 2014 from MLM Consulting Ltd to Aracaris Capital Limited, such assignment to be in the form at Appendix 7.



 


		12.10	At the Buyer’s cost the Seller will use reasonable endeavours
to procure a reliance letter from Buro Happold Limited in respect of their audit reports dated 9 March 2016, 27 March 2017 and
27 March 2018.



 


		12.11	On Completion the Seller shall deliver to the Buyer’s Solicitors:



 


		12.11.1	the executed Transfer;



 


		12.11.2	rent authority letters addressed to the Tenants;



 


		12.11.3	all deeds and documents relating to the Property in the
Seller’s possession.



 


		13.	GRANT OF THE LEASE



 


		13.1	Prior to Completion, the Seller shall:



 


		13.1.1	obtain vacant possession of that part of the Property comprised
in the Blue Area (as defined in the Lease) and shall be responsible for all the associated costs incurred by the Seller; and



 


		13.1.2	grant the Lease to Aracaris Limited.



 


		13.2	The Lease shall be granted for the term of 20 years from
and including Completion and shall be at the annual initial rent specified in the Lease.



 




    	9



     


    

 


		13.3	The rent review dates under the Lease shall be:



 


		13.3.1	In respect of the First RPI Review Date, the date 5 years
after completion;
	 	 	 



		13.3.2	In respect of the OMR Review Date, the date 10 years after
completion; and
	 	 	 



		13.3.3	In respect of the Second RPI Review Date, the date 15 years
after completion.



 


		14.	REGISTRATION



 


The Buyer shall apply to register
the Transfer at HM Land Registry and shall ensure that any requisitions raised by the Land Registry in connection with that
application are dealt with promptly and properly and shall take all such steps as may be necessary to procure that it is registered
as the registered proprietor of the Property. The Seller will provide the Buyer with such reasonable assistance it may require
in dealing with any such requisitions provided that the Buyer indemnifies the Seller against any costs incurred. The Buyer shall
provide the Seller with official copies of the register of the Buyer’s title (including the title plan) within 5 Business Days
of completion of the registration of the Transfer.


 


		15.	APPORTIONMENTS



 


		15.1	Condition 9.3 applies as varied by this contract.



 


		15.2	The income to be apportioned under Condition 9.3 shall
exclude VAT and payments in respect of insurance.



 


		15.3	To the extent that any income is Arrears, payment of the
apportioned part shall not be paid or allowed to the Buyer on Completion.



 


		15.4	Rent (which here means the annual rent first reserved by
a Tenancy at the rate payable at actual completion and the CDC Service Charge and in each case excluding any VAT on such amounts)
will be apportioned at actual completion in accordance with the following formula:



 


A x C/B



 


where:


 


		A	is the Rent and the CDC Service Charge



 


		B	is 365 (or 366 for any apportionment where actual completion falls within a leap year) and



 


		C	is the number of days from but excluding the day of actual completion to but excluding the first
date after actual completion upon which an instalment of Rent is due or (where such first date after actual completion is the day
after actual completion) zero.



 


and the Buyer will, subject to clause 15.3, be allowed
the amount so apportioned.


 


		15.5	Condition 9.3.4(a) is varied by the addition of the words
“the day after” after the words “from and including”.



 


		15.6	If Completion is in a leap year, Condition 9.3.4(a) is
further varied by the deletion of “1/365” and the substitution in its place of “1/366”.



 


		15.7	Condition 9.3.6 does not apply to this contract.



 




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		16.	ARREARS



 


		16.1	Following actual completion, the Seller shall retain all
rights to the Arrears. The Buyer will provide such support and cooperation as the Seller may reasonably request, to assist the
Seller’s efforts to collect Arrears.



 


		16.2	As between the Seller and the Buyer and notwithstanding
clauses 16.1, the Buyer is entitled to:



 


		16.2.1	that part of any Arrears of the annual rent first reserved
(excluding any VAT on that rent) under the Tenancies which became due on the rent payment date immediately preceding Completion
and which would have been apportioned to the Buyer pursuant to clause 15 had the relevant amount not been Arrears; and



 


		16.2.2	any Arrears on account of which the Seller has retained
an amount in respect of insurance premium pursuant to clause 9.8;



 


and the Seller is entitled to all other Arrears.


 


		16.3	If on or after Completion the Seller (or its managing agents)
receives any money as cleared funds from a Tenant (or a guarantor of a Tenant) in respect of Arrears, the Seller shall retain
that money and apply it in order to reduce or discharge (on a pound-for-pound basis) the Arrears due from that Tenant and to which
the Seller is entitled. To the extent that such money exceeds the amount of the Arrears due from that Tenant to which the Seller
is entitled (on a pound for pound basis), the Seller shall pay that excess to the Buyer as soon as reasonably practicable after
receipt.



 


		16.4	If the Buyer receives any money from a Tenant (or from
a Tenant’s guarantor or from any other form of security held in respect of a Tenant) in respect of Arrears it shall immediately
pay the whole of that money to the Seller in order to reduce or discharge (or such part of that money as will discharge), on a
pound-for-pound basis, the Arrears in respect of that Tenant to which the Seller is then entitled (after having deducted any amount
which the Seller has retained in respect of that Tenant as mentioned in clause 16.3).



 


		16.5	The Seller may (with the Buyer’s prior consent, such consent
not to be unreasonably withheld) take any step to:



 


		16.5.1	take control of any goods of any Tenant;



 


		16.5.2	register any charging order over any Tenancy; or



 


		16.5.3	issue a petition for the winding-up or bankruptcy
of a Tenant (or any guarantor of a Tenant).



 


		16.6	As between the Seller and the Buyer, this clause 16 shall
apply notwithstanding any appropriation of any payment made by a Tenant (or its guarantor).



 


		17.	MAINTENANCE CONTRACTS



 


		17.1	The Seller shall use its reasonable endeavours to ensure
that all contracts for the maintenance of the Property or for the supply of goods and/or services to the Property to which the
Seller is a party are terminated at its own cost as soon as practicable (whether before or after completion).



 




    	11



     


    

 


		17.2	Subject to the Buyer complying with clause 17.3, until
the date six months from the date of this contract the Seller shall keep the Buyer indemnified against all liabilities under such
contracts including without limitation the termination of such contracts and/or liabilities arising from the employment of any
individual performing services in respect of the maintenance contracts.



 


		17.3	The Buyer shall allow the Seller and the contractors access
to the Property after completion in order to remove any goods and equipment at the Property which belong to a contractor, and
until such termination to the extent necessary to perform the Seller’s and the contractors’ obligations under such contracts.



 


		17.4	This clause 17 does not apply to any contract to which
clause 19 applies.



 


		18.	MANAGEMENT



 


		18.1	From the date of this contract until completion, the Seller
will manage the Property in accordance with the Seller’s normal management practice, and in particular, but without limitation,
the Seller will:



 


		18.1.1	provide the services as required under the Tenancies



 


		18.1.2	use reasonable endeavours to comply with all landlord covenants
in the Tenancies



 


		18.1.3	deal properly and promptly with any applications for licences
or consents made under any of the Tenancies and any other dispute, arbitration, application, claim or matter relating to the Property
or its occupation;



 


		18.1.4	shall not accept any surrender of any Tenancy without the
Buyer’s written consent; and



 


		18.1.5	consult with the Buyer and have regard to the Buyer’s reasonable
representations and comply with the Buyer’s reasonable requirements in connection with all matters in this clause but the Seller
will not be obliged to comply with any requirement where compliance may result in the Seller either being materially prejudiced
or incurring any liability under the Landlord and Tenant Act 1988.



 


		18.2	As soon as reasonably practicable, the Seller shall send
to the Buyer a copy of any document completed or served by the Seller or any notice served by the Seller in connection with any
matter mentioned in clause 18.1.



 


		18.3	The Buyer shall indemnify the Seller against all liabilities,
damages, costs and expenses arising from any claim for breach of duty made against the Seller under the Landlord and Tenant Act
1988, or any claim for breach of duty or breach of covenant made against the Seller under any Tenancy, arising from any act or
omission of the Buyer in respect of any matter which the Seller is obliged to refer to the Buyer under the terms of clause 18.1.



 


		19.	EMPLOYMENT



 


		19.1	In this clause 19.1 the following expressions mean:



 


“Employee” means
John Barnard of 52 Barton Road, Haslington, Cambridge CB23 ILL; and


 


“Transfer Regulations” means
the Transfer of Undertakings (Protection of Employment) Regulations 2006.


 




    	12



     


    

 


		19.2	The Employee is employed at the Property by or on behalf
of the Seller.



 


		19.3	The parties acknowledge that the sale and purchase of the
Property constitutes a “relevant transfer” for the purposes of the Transfer Regulations and that accordingly the contract
of employment of the Employee will have effect after actual completion as if originally made with the Buyer instead of the Seller
pursuant and subject to the Transfer Regulations.



 


		19.4	The Buyer shall indemnify the Seller on demand and keep
the Seller indemnified against all liabilities, taxes, claims, costs and expenses which the Seller may incur arising out of or
in connection with:



 


		19.4.1	any claim made or threatened by or on behalf of the Employee
arising out of or in connection with any act, omission, obligation or liability of the Buyer before, on or after actual completion
in respect of such person; and/or



 


		19.4.2	any claim made or threatened by or on behalf of the Employee
on the grounds that he has exercised a right to treat his employment as terminated due to a substantial change being made or proposed
by the Buyer to be made to his working conditions before, on, or after actual completion that is or is alleged to be to his detriment.



 


		19.5	The Seller shall indemnify the Buyer on demand and keep
the Buyer indemnified against all liabilities, taxes, claims, costs and expenses which the Buyer may incur arising out of or in
connection with:



 


		19.5.1	any claim made or threatened by or on behalf of the Employee
arising out of or in connection with any act, omission, obligation or liability of the Seller before, on or after actual completion;
and/or



 


		19.5.2	any claim made or threatened by or on behalf of the Employee
arising out of or in connection with any act, omission, obligation or liability of the Seller before actual completion with regard
to wage rates under the National Minimum Wage and/or the National Living Wage.



 


		19.6	The parties agree that should an employment tribunal be
required to consider the amount of any compensation payable by the Seller in respect of any breach by it of Regulation 11 of the
Transfer Regulations in connection with the matters contemplated in this contract (and in particular the transfer of the Employee
contemplated in clause 19.3) it should have particular regard to the replies to enquiries given by the Seller to the Buyer
in respect of the Employee.



 


		19.7	The parties further agree that, given the existence of
the commercially agreed provisions referred to in clause 19.5 above and the provision set out in Regulation 12(4)(0 of the Transfer
Regulations, should there be found to have been any breach of Regulation 11 of the Transfer Regulations by the Seller in connection
with the matters contemplated in this contract (and in particular the transfer of the Employee contemplated in clause 19.3) it
would, in accordance with Regulation 12(5) of the Transfer Regulations, be just and equitable to award a sum less than £500
per employee as compensation to the Buyer under Regulation 12(3) of the Transfer Regulations in relation to such breach, and the
parties agree that such sum should be zero, on the basis that the provisions referred to in clause 19.5 above represent the commercially
agreed position between the parties in relation to any such breach and themselves provide the Buyer with adequate remedy.



 




    	13



     


    

 


 


		19.8	The Seller shall be responsible for the Employee’s Employment
Costs relating to the period up to (but not including) actual completion whether payable before on or after actual completion.



 


		19.9	The Buyer shall be responsible for the Employee’s Employment
Costs relating to the period following actual completion.



 


		20.	BASIC PAYMENT ENTITLEMENTS



 


		20.1	The following definitions apply in this clause 20:



 


“Basic Payment Scheme”
the basic payment scheme established by Regulation (EU) No 1307/2013 and any similar replacement scheme and any similar additional
scheme, whether resulting from CAP Reform or otherwise, and including any similar or analogous scheme established under domestic
legislation;


 


“CAP” Common Agricultural Policy;


 


“CAP Reform” the
implementation of the agreement on the reform of the CAP under Regulations (EU) 1305/2013, 1306/2013, 1307/2013 and 1308/2013 of
the European Parliament and of the Council and any similar replacement or additional legislative instruments and all associated
delegated and implementing acts, and all legislation, guidance and codes of practice made from time to time under them by the UK
government or any devolved authority applicable to the Property, in each case as amended, extended or re-enacted from time to time;


 


“Cross Compliance Conditions”
the statutory management requirements and the standards for good agricultural and environmental condition of land listed in
Regulation (EU) 1306/2013 and all associated delegated and implementing acts and laws and all subordinate legislation, guidance
and codes of practice made from time to time under them and any similar replacement or similar additional conditions, requirements
and standards that must be complied with for full payment under the Basic Payment Scheme;


 


“Defra” the
Department for Environment, Food and Rural Affairs and any successor ministry or department;


 


“Entitlements” means
the payment entitlements relating exclusively to the Property for subsidy payment under the Basic Payment Scheme and any similar
replacement entitlements, whether resulting from CAP Reform or otherwise, and including any replacement entitlements established
under domestic legislation;


 


“Greening Payment”
the direct payment established by Regulation (EU) No 1307/2013 for farmers observing greening agricultural practices beneficial
for the climate and the environment and any similar replacement payment and any similar additional payment, whether resulting from
CAP Reform or otherwise, and including any similar or analogous payment established under domestic legislation;


 


“Natural England”
the body responsible for the administration of the Environmental Stewardship Agreement in England and any other body discharging
similar functions from time to time;


 




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“RPA” the Rural
Payments Agency responsible for the administration of the Basic Payment Scheme and the Greening Payment in England and any other
body discharging similar functions from time to time; and


 


“Rural Payments Service”
the online service for Basic Payment Scheme applications and for transferring entitlements for subsidy payment under the Basic
Payment Scheme.


 


		20.2	The Property is sold together with whatever Entitlements
(if any) the Seller enjoys.



 


		20.3	As at the date of this contract the Seller does not hold
the Entitlements but is registered on the Rural Payments Service and has transferred the Entitlements to the active farmers
(as that term is defined by CAP).



 


		20.4	On completion, the Seller shall deliver to the Buyer any
documents in the Seller’s possession that relate exclusively to the Basic Payment Scheme, the Greening Payment, the Entitlements
or the Cross Compliance Conditions in respect of the Property.



 


		20.5	The Buyer:



 


		20.5.1	accepts the Entitlements are not at the Seller’s disposal
and any transfer of the Entitlements (or any of them) to the Buyer or the Buyer’s nominee will be a matter for the Buyer to address
with the active farmer(s) at the end of the relevant tenancy as it sees fit and no warranties are given in that regard by the
Seller; and



 


		20.5.2	the Buyer will indemnify the Seller against any liabilities,
costs, expenses, damages and losses suffered or incurred by the Seller in respect of any breach of the requirements of the Basic
Payment Scheme (including the Cross Compliance Conditions) in relation to the Entitlements arising after Completion.



 


		21.	ENVIRONMENTAL STEWARDSHIP AGREEMENT AND SSSI



 


		21.1	The Buyer acknowledges that the sale of the Property is
subject to the Environmental Stewardship Agreement and that part of the Property is designated as a Site of Special Scientific
Interest.



 


		21.2	The Seller will notify Natural England in writing of the
transfer of the Property following Completion and will provide a copy of the notification to the Buyer.



 


		21.3	The Buyer will:



 


		21.3.1	use reasonable endeavours to comply with the terms and
conditions of the Environmental Stewardship Agreement from Completion as if a party to the Environmental Stewardship Agreement
in place of the Seller, and will indemnify the Seller and keep the Seller indemnified against all liabilities, costs, expenses,
damages and losses suffered or incurred by the Seller arising out of or in connection with any breach by the Buyer or the Buyer’s
employees, agents or contractors of the Environmental Stewardship Agreement after Completion; and



 


		21.3.2	use all reasonable endeavours to procure the transfer of
the Environmental Stewardship Agreement following Completion.



 


		21.4	To the Seller’s knowledge it has not received notice of
any breach of the terms and conditions of the Environmental Stewardship Agreement.



 




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		21.5	The payments under the Environmental Stewardship Agreements
for the claim year 2018 will be apportioned between the Buyer and Seller.



 


		21.6	The Seller will hand over on Completion to the Buyer all
relevant records and documents in its possession relating to the Environmental Stewardship Agreement.



 


		21.7	Until such time as the Environmental Stewardship Agreement
is transferred to the Buyer:



 


		21.7.1	the Buyer will with effect from Completion comply and/or
procure compliance with all requirements and obligations contained in the Environmental Stewardship Agreement and not do or permit
or allow any act or omission that constitutes a breach of the Environmental Stewardship Agreement;



 


		21.7.2	save to the extent the same is not the Buyer’s responsibility
pursuant to clauses 21.3.1 and 21.7.1, the Seller will not do anything that breaches the Environmental Stewardship Agreement and
shall provide the Buyer with copies of any non-privileged correspondence it receives relating to the Environmental Stewardship
Agreement; and



 


		21.7.3	any payments received by the Seller in relation to periods
after Completion will be paid directly to the Buyer within 5 Business Days of receipt (subject to the Buyer complying with its
obligations under this clause 21).



 


		21.8	If Natural England refuses or is unable to the transfer
the Environmental Stewardship Agreement to the Buyer then the Buyer will either:



 


		21.8.1	apply for and enter into a new stewardship agreement with
Natural England to replace the Environmental Stewardship Agreement or, if this is not practicable or such application is refused;
or



 


		21.8.2	continue to comply with its obligations in clauses 21.3.1
and 21.7.1 above until the expiry of the Environmental Stewardship Agreement.



 


		21.9	Upon the transfer of the Environmental Stewardship Agreement
from the Seller to the Buyer the Buyer shall promptly notify the Seller and provide the Seller with copies of the relevant confirmatory
documentation from Natural England.



 


		22.	CAPITAL ALLOWANCES



 


		22.1	The following definitions apply in this clause 22:



 


“Elected Plant”
means plant and machinery (within the meaning of the Capital Allowances Act 2001 (“CAA 2001”)) which constitute
fixtures at the Property and on which the Seller has claimed or will claim capital allowances and in respect of which it has to
bring in a disposal value into the computation of its corporation or income tax (as the case may be) by reason of this sale;


 


“General Pool Plant”
means those items of Elected Plant which are in the general pool for the purposes of the CAA 2001;


 


“Special Rate Pool Plant”
means those items of Elected Plant which are in the special rate pool for the purposes of the CAA 2001.


 


		22.2	The Seller and the Buyer agree that the part of the Purchase
Price attributable to the General Pool Plant is one pound (£1) (the “General Pool Amount”) and that the
part of the Purchase Price attributable to the Special Rate Pool Plant is £1 (the “Special Rate Pool Amount”),
the aggregate of the General Pool Amount and the Special Rate Pool Amount being £2 (the “Elected Amount”).



 




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		22.3	On the Completion Date the Seller and the Buyer shall sign
in duplicate an election under section 198 of the CAA 2001 in respect of the Elected Plant in the form set out in Schedule 2 (and
containing the information required by that form) (each duplicate the “Section 198 Election”) reflecting their
agreement to the General Pool Amount, the Special Rate Pool Amount and the Elected Amount being the disposal values for, respectively,
the General Pool Plant, the Special Rate Pool Plant and the Elected Plant in each case required to be brought into account by
the Seller and falling to be treated as expenditure incurred by the Buyer on the provision of, respectively, the General Pool
Plant, the Special Rate Pool Plant and the Elected Plant for capital allowances purposes.



 


		22.4	For the avoidance of doubt, this clause 22 will not be
construed as meaning that the Seller has satisfied itself that either the General Pool Amount or the Special Rate Pool Amount,
or the Elected Amount does not exceed the amount incurred by it in accordance with the CAA 2001 on the provision of, respectively,
the General Pool Plant, the Special Rate Pool Plant or the Elected Plant.



 


		22.5	The Seller and the Buyer shall each submit the Section
198 Election to HM Revenue & Customs within two years from the date of this contract (or such shorter time limit for submission
of the Section 198 Election as may be prescribed by law) and take all reasonable steps to procure that the Section 198 Election
is accepted by 1-IM Revenue & Customs.



 


		22.6	The Seller and the Buyer agree to reflect the General Pool Amount, the Special Rate Pool
                                                                               Amount and the Elected Amount in their respective tax (capital allowances) computations and tax returns and to co-operate in
                                                                               the event of any dispute by HM Revenue & Customs concerning the Section 198 Election.



 


		22.7	If the Section 198 Election is deficient or ineffective,
the Seller and the Buyer shall each take all reasonable steps necessary to give effect to their intention in respect of capital
allowances (as described in this clause 22), including amending the Section 198 Election or signing a new election for the purposes
of section 198 of the CAA 2001 and submitting the amended Section 198 Election or new election to FEM Revenue & Customs within
any time limit prescribed by law.



 


		23.	VAT



 


		23.1	Except where otherwise specified in this contract, the
Buyer shall pay the Seller any VAT which may be due on supplies made to the Buyer under this contract within 5 Business Days of
receipt of a valid VAT invoice. and all sums payable under this contract are exclusive of any VAT payable on them.



 


		23.2	The Seller and Buyer intend and expect that the sale of
the Property in accordance with this contract will constitute the transfer of a business or part of a business as a going concern
within the terms of article 5 of the Value Added Tax (Special Provisions) Order 1995 so that the sale and purchase of the Property
is properly regarded as neither a supply of goods nor a supply of services for the purposes of VAT. Notwithstanding the foregoing,
the sale of the Property and the Purchase Price will not be affected by the determination as to whether this transaction is or
is not a transfer of a going concern.



 




    	17



     


    

 


		23.3	The Seller warrants that it:



 


		23.3.1	is duly registered for the purposes of VAT with registration
number 202 9654 19;



 


		23.3.2	subject to clause 23.4, has exercised a valid option to
tax the Property (under Part 1 of Schedule 10 to the Value Added Tax Act 1994);



 


		23.3.3	has notified HM Revenue & Customs of that option in
accordance with paragraph 20 of Schedule 10 of the Value Added Tax Act 1994;



 


		23.3.4	will supply a copy of the formal acknowledgement of notification
under 23.3.3 issued by HM Revenue & Customs in respect of the land with title number CB361898 to the Buyer immediately following
its receipt



 


		23.3.5	subject to clause 23.4 shall not disapply the VAT option
prior to Completion



 


		23.3.6	shall not revoke any VAT option prior to Completion ;and



 


		23.3.7	is not a VAT group within Aracaris Limited.



 


		23.4	The Seller and the Buyer acknowledge that the Seller’s
option to tax the Property will be disapplied in respect of the Lease and the transfer of the Property to the Buyer insofar as
it relates to the part of the Property demised under the Lease.



 


		23.5	The Buyer warrants and undertakes that the Buyer is duly
registered for the purposes of VAT with registration number 102404087.



 


		23.6	The Buyer warrants and undertakes that the Buyer:



 


		23.6.1	has provided the Seller with a copy of its certificate
of registration before the Completion Date;



 


		23.6.2	will, prior to Completion, exercise (or be treated as having
exercised) a valid option to tax the Property under Part 1 of Schedule 10 of the Value Added Tax Act 1994 with effect from
the Completion Date;



 


		23.6.3	will, prior to Completion, notify HM Revenue & Customs
of that option in accordance with paragraph 20 of Schedule 10 of the Value Added Tax Act 1994 (the “Notification”);



 


		23.6.4	will, prior to Completion, provide the Seller with a copy
of the Notification;



 


		23.6.5	shall, prior to Completion, provide the Seller with such
other information and copy documents relating to the exercise of the option and the Notification as the Seller may reasonably
request; and



 


		23.6.6	shall provide the Seller with a copy of the formal acknowledgement
of the Notification issued by HIM Revenue & Customs immediately following its receipt.



 


		23.7	The Buyer warrants and undertakes that the Buyer:



 


		23.7.1	shall not cause or permit its VAT registration to be cancelled
on or before Completion;



 


		23.7.2	shall not revoke the option referred to in clause 23.6.2
prior to Completion;



 


		23.7.3	shall not disapply the option referred to in clause 23.6.2
prior to Completion



 




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		23.8	The Buyer warrants and undertakes that:



 


		23.8.1	it is buying the Property as beneficial owner and not as
nominee for any other person or persons;



 


		23.8.2	it intends for a reasonable period after Completion to
continue to use the Property following actual completion for the same property letting business as that carried on by the Seller
on and before actual completion;



 


		23.8.3	article 5(2B) of the Value Added Tax (Special Provisions)
Order 1995 does not and will not apply to the Buyer in relation to the Property; and



 


		23.8.4	no Tenant is a member of a VAT group with the Buyer.



 


		23.9	If on the Completion Date:



 


		23.9.1	the Buyer, does not have a valid VAT registration and is
not a taxable person for VAT purposes; or



 


		23.9.2	the Buyer has failed in any respect to comply with its
obligations or has in any respect breached its warranties in this clause 23,



 


the Buyer shall on the Completion
Date pay to the Seller’s Solicitors an amount equal to VAT on the Purchase Price (“Purchase VAT”) and the Seller shall
issue a VAT invoice to the Buyer.


 


		23.10	The Seller undertakes that if and to the extent that the
transfer of the Property pursuant to this contract does not constitute a taxable supply, the Seller shall promptly return to the
Buyer the appropriate proportion of the Purchase VAT.



 


		23.11	If on or after Completion HM Revenue & Customs determine
that VAT is payable on the sale of the Property or any part of it the Buyer shall, within 5 Business Days of receipt of a valid
VAT invoice from the Seller, pay to the Seller an amount equal to the VAT required to have been paid to HM Revenue & Customs
together with any interest, penalty, surcharge or other sum demanded by HM Revenue & Customs in relation to the sale) other
than any such interest penalty surcharge or other payment arising as a result of the Seller’s breach of its obligations under
this contract.



 


		23.12	If the Buyer fails to pay any amount in respect of VAT
(following receipt of a valid VAT invoice) when due to be paid to the Seller pursuant to this contract, the Buyer shall in addition
pay interest on it at the Contract Rate from the date that such payment was payable until the date that the Buyer makes actual
payment to the Seller.



 


		23.13	Condition 2 does not apply to this contract.



 


		23.14	The Seller will within 6 months of completion provide the
Buyer with copies of invoices totalling approximately £1.2 million for the purposes of the capital goods scheme pursuant to
the provisions of Part XV of the Value Added Tax Regulations 1995.



 


		24.	RELEASE OF THE SELLER



 


		24.1	The Buyer shall give the Seller all reasonable assistance
and information which the Seller may require in connection with any application by the Seller pursuant to section 6 or section
7 of the Landlord and Tenant (Covenants) Act 1995 for a release of the Seller from any landlord covenant (which term is to be
construed consistently with the Landlord and Tenant (Covenants) Act 1995) under the Tenancies or to the court for a declaration
that a release of such landlord covenant is reasonable or in connection with any release of the Seller from any liability under
any Tenancy pursuant to that Tenancy.



 




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		24.2	Condition 5.3 does not apply to this contract.



 


		25.	POST-COMPLETION RECEIPTS



 


If the Seller receives any payment
pursuant to any Tenancy from (or on behalf of) any Tenant after Completion and the Seller is not entitled to that payment by virtue
of this contract, the Seller may, if there are Arrears in relation to that Tenant to which the Seller is entitled, retain the whole
or such part of the amount received as does not exceed those Arrears, and apply it in order to reduce or discharge (on a pound-for-pound
basis) the Arrears due from that Tenant and to which the Seller is entitled, and the Buyer may then credit an amount equal to the
sum retained against any Arrears which the Buyer is liable to pay to the Seller pursuant to clause 16. If there are no such Arrears,
the Seller may at its discretion (but in any event as soon as is reasonably practicable after the relevant receipt), either return
the payment to the relevant Tenant (in which case the Seller shall have no liability to the Buyer as regards such payment) or pass
the payment to the Buyer (in which case the Buyer shall indemnify the Seller against any liability to the Tenant in respect of
the payment).


 


		26.	STATE AND CONDITION OF THE PROPERTY



 


		26.1	The parties agree that all risks associated directly or
indirectly with the Registered Property and the Unregistered Land or the state and condition of the Registered Property and the
Unregistered Land pass to the Buyer on the date of this contract.



 


		26.2	The Buyer acknowledges that it has inspected the Registered
Property and the Unregistered Land, has had the opportunity (and the Seller’s permission) to undertake its own investigations
and surveys into the state and condition of the Registered Property and the Unregistered Land (both above and below ground) and
has satisfied itself as to the state and condition of the Registered Property and the Unregistered Land and has formed its own
view as to the suitability of the Registered Property and the Unregistered Land for the Buyer’s purposes.



 


		26.3	The parties agree that the Seller shall not, under any
circumstances, be liable for:



 


		26.3.1	the state and condition of the Registered Property or the
Unregistered Land, nor 26.3.2 any loss or damage or injury of any kind whatsoever arising from:



 


		(a)	the state and condition of the Registered Property or the
Unregistered Land, or



 


		(b)	any defect in the Registered Property or the Unregistered
Land, or



 


		(c)	the presence of any substances or materials in, on or under
the Registered Property or the Unregistered Land or the escape from the Registered Property or the Unregistered Land at any time
of any substances or materials.



 


		26.4	The parties agree that all warranties, conditions and stipulations
whatsoever on the part of the Seller as to the state and condition of the Registered Property and the Unregistered Land are excluded
and the Buyer accepts full responsibility for its state and condition.



 




    	20



     


    

 


		26.5	The Buyer acknowledges that it will be solely responsible
for carrying out and bearing the costs of any remediation or clean-up works and related investigations required by or agreed with
any regulatory authority or required under any law and resulting from any contamination or pollution at, in, on, under or from
the Registered Property or the Unregistered Land and agrees that it will at all times indemnify the Seller against any proceedings
costs, claims, demands and expenses resulting from any such contamination.



 


		27.	HEALTH AND SAFETY FILE



 


The Buyer acknowledges that it
has inspected the health and safety file for the Registered Property maintained by the Seller for the purposes of the Construction
(Design and Management) Regulations 2015 (and their predecessor Regulations) and that it is aware of the nature and purpose of
that file.


 


		28.	COSTS



 


		28.1	Each party shall reimburse the other for any costs properly
incurred by the relevant party in respect of any steps taken to enforce or complete this contract, including the preparation and
service of any notice to complete.



 


		28.2	Any obligation to pay costs includes an obligation to pay
associated disbursements and other fees and expenses and includes an obligation to pay an amount equal to any VAT on such costs,
disbursements, fees and expenses which is irrecoverable by the party incurring the costs.



 


		29.	CONFIDENTIALITY



 


		29.1	Without prejudice to clause 29.2, each party shall treat
this contract as confidential to it and to its professional advisers.



 


		29.2	Except as required to comply with this contract or with
any statutory, regulatory or court requirements (including the requirements of any stock exchange), neither party to this contract
shall disclose its existence or terms to any newspaper or journal, television or radio station, or website, nor publish this contract
or its terms through any other medium, nor make any public announcement about this contract without the written consent of the
other party (which shall not be unreasonably withheld or delayed).



 


		29.3	Neither the Buyer nor the Seller may apply to register
this contract against the registered title(s) to the Property (or any other affected land) by way of an agreed notice in form
AN I.



 


		29.4	If the Buyer applies to register this contract against
the registered title(s) to the Property (or any other affected land) by way of a unilateral notice in form UN 1:



 


		29.4.1	the Buyer will immediately apply to HM Land Registry in
form UN2 for the removal of such unilateral notice if this contract is rescinded by either party;



 


		29.4.2	the Seller will not apply to I LM Land Registry for the
cancellation of such unilateral notice while this contract subsists but the Buyer will not object to any such application by the
Seller if this contract is properly rescinded by either party; and



 


		29.4.3	unless obliged to do so by law neither the Buyer nor the
Seller will supply either the original or a copy of this contract to 1-IM Land Registry whether with an application for a unilateral
notice or otherwise.



 




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		30.	ENTIRE CONTRACT



 


		30.1	The parties acknowledge that this contract and any document
annexed to it contain all the express terms of the contract between them for the sale and purchase of the Registered Property
and the Unregistered Land.



 


		30.2	The Buyer acknowledges that:



 


		30.2.1	except for the written replies made by the Seller’s Solicitors
to the formal written pre-contract enquiries made by the Buyer’s Solicitors, it has not relied on or taken into account any statement
or representation made by or on behalf of the Seller, whether written or oral (and including any made negligently) in deciding
to enter into this contract; and



 


		30.2.2	it shall not be entitled to make any requisition or claim
in respect of the state of repair or condition of the Registered Property or the Unregistered Land or the compliance or non-compliance
of the Registered Property or the Unregistered Land or its use with any legislation.



 


		30.3	Condition 10.1 does not apply to this contract.



 


		30.4	Nothing in this contract will operate to limit, restrict
or exclude any liability for fraud.



 


		31.	AFTER COMPLETION



 


		31.1	Completion, including completion of the Transfer and of
any other deed or document entered into pursuant to this contract, does not cancel any liability to perform any outstanding obligation
under this contract.



 


		31.2	Each party shall pay interest at the Contract Rate on any
sum due to the other after completion for the period from and including the date any such sum is due to but excluding the date
it is received by the relevant party.



 


		31.3	Condition 10.4 does not apply to this contract.



 


		32.	NOTICES AND DOCUMENTS



 


		32.1	This clause applies to:



 


		32.1.1	any notice required or authorised by this contract; and
32.1.2 any deed or document entered into pursuant to this contract.



 


		32.2	A notice or document to which this clause applies shall
be in writing.



 


		32.3	For the purposes of giving a notice or delivering a document
to which this clause applies:



 


		32.3.1	the Seller’s address is as stated in the description of
the Seller as a party to this contract at the beginning of this document; and



 


		32.3.2	the Buyer’s address is as stated in the description of
the Buyer as a party to this contract at the beginning of this document.



 


		32.4	Giving notice or delivering a document to the Seller’s
Solicitors or the Buyer’s Solicitors at the address and with the reference (if any) stated in clause 1, has the same effect as
giving or delivering it to that party.



 




    	22



     


    

 


		32.5	Sending a notice or document by fax or email is not a valid
means of giving a notice or delivering a document.



 


		32.6	Subject to the remainder of this clause, a notice is given
and a document is delivered when it is received.



 


		32.7	A notice or document sent through the document exchange
is received when it is available for collection.



 


		32.8	A notice or document which is received after 5.00 pm on
a Business Day, or on a day which is not a Business Day, is to be treated as having been received before 5.00 pm the next Business
Day.



 


		32.9	Condition 1.3 does not apply to this contract.



 


		33.	CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999



 


		33.1	Unless expressly stated nothing in this contract will create
any rights in favour of any person pursuant to the Contracts (Rights of Third Parties) Act 1999.



 


		33.2	Condition 1.5 does not apply to this contract.



 


		34.	GOVERNING LAW AND JURISDICTION



 


		34.1	This contract, and any deed or document entered into pursuant
to it, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual
disputes or claims) are governed by the law of England and Wales.



 


		34.2	The parties irrevocably agree that the courts of England
and Wales have exclusive jurisdiction to determine any dispute or claim that arises out of or in connection with this contract
or its subject matter or formation (including non-contractual disputes or claims).



 


This contract has been entered into on the date stated
at the beginning of it.


 




    	23



     


    

 


SCHEDULE 1

THE TENANCIES


 


	
         

        Date
	Document	Parties	Original or copy?
	PREMISES: VISION CENTRE, SAWSTON, CAMBRIDGE
	Prior to Completion	Lease	
        (1)  Aracaris
        Capital Limited

        (2)  Aracaris
        Limited
	Original
	PREMISES: WHITTLE LAKE TROUT FISHERY, SAWSTON, CAMBRIDGE
	Various	
        Whittle Lake, 2018 Membership List dated 07 August
2018 (as annexed to this contract as Annexure 6)
	Various	Not applicable
	PREMISES: MILL FARM, SAWSTON, CAMBRIDGE
	29 August 2017	Farm Business

Tenancy	
        (1)  Aracaris
        Capital Limited

        (2)  Drivers
        Farms Limited
	Original
	PREMISES: DERNFORD FEN, SAWSTON, CAMBRIDGE
	13 April 2018	
        

Grazing Licence
	
        (I) Aracaris Capital Limited

        (2) Angelika von Hiemendahl
	Original
	PREMISES: CDC WAREHOUSE, SAWSTON, CAMBRIDGE
	10 October 2017	Lease	
        (1)  Aracaris
        Limited

        (2)  Routebuy Limited

        (3)  Commodity
Centre (Group) Limited
	Original


 




    	24



     


    

 


	Date	Document	Parties	Original or copy?
	PREMISES: VISION CENTRE, SAWSTON, CAMBRIDGE
	PREMISES: LAND NEAR CHURCH LANE, WHITTLESFORD, CAMBRIDGE
	21 July 2010	Lease	
        (1)  Spicers
        Limited

        (2)  Sustrans
        Limited
	Copy
	PREMISES: WAYLEAVE AGREEMENTS RELATING TO THE PROPERTY
	25 October 2016	Wayleave Agreement	
        (1)  Aracaris
        Capital Limited

        (2)  Eastern
        Power Networks plc
	Copy
	01 December 2014	Wayleave Agreement	
        U) Paul O’Keefe
(2) Eastern Power Networks plc
	Original
	06 February 2009	Wayleave Agreement	
        (1)  Spicers
        Limited

        (2)  EDF
        Energy Networks (EPN)
	Copy
	16 August 2005	Wayleave Agreement	
        (1)  Spicers
        Limited

        (2)  EDF
        Energy Networks (EPN) plc
	Original
	17 January 1992	Wayleave Agreement	
        (1)  Spicers
        Limited

        (2)  Eastern
        Electricity plc
	Original
	21 November 1991	Wayleave Agreement	
        (1)  Spicers
        Limited

        (2)  Eastern
        Electricity plc
	Copy
	29 October 1976	Wayleave Agreement	U)   Spicers Limited L2j Eastern Electricity Board	Copy


 




    	25



     


    

 


	Date	Document	Parties	Original or copy?
	PREMISES: VISION CENTRE, SAWSTON, CAMBRIDGE
	January 1975	Wayleave Agreement	LL  Spicers Limited (2) Eastern Electricity Board	Copy
	07 January 1974	Wayleave Agreement	
        (1)  Spicers
        Limited

        (2)  Eastern
        Electricity Board
	Copy
	29 December 1970	Wayleave Agreement	Parties unspecified	Original
	16 October 1969	Wayleave Agreement	a) Spicers Limited (2) Eastern Electricity Board	Copy
	01 March 1967	Wayleave Agreement	
        CI) Spicers
Limited ) Eastern Electricity Board
	Copy
	07 December 1967	Wayleave Agreement	
        (1)  Spicers
        Limited

        (2)  The
        Eastern Electricity Board
	Original
	28 October 1966	Wayleave Agreement	Parties unspecified	Original
	22 April 1964	Wayleave Agreement	( Spicers Limited a) Eastern Electricity Board	Copy
	02 December 1964	Wayleave Agreement	Parties unspecified	Original


 




    	26



     


    

 


SCHEDULE 2


FORM OF ELECTION UNDER SECTION 198 OF
THE CAPITAL ALLOWANCES


ACT 2001


 


NOTICE OF AN ELECTION UNDER SECTION 198
OF THE CAPITAL ALLOWANCES


ACT 2001


 


	Seller’s name and address:	ARACARIS CAPITAL LIMITED (incorporated and registered in England and Wales under company registration number 09103328), the registered office of which is at Suite 1, 3rd Floor, 11-12 St. James’s Square, London SW1Y 4LB
	Seller’s tax district and reference:	[TBC]
	Buyer’s name and address:	
        Huawei Technologies Research & Development (UK)
        Limited

        302 Cambridge Science Park , Milton Road Cambridge
        CB4 OWG

	Buyer’s tax district and reference:	680/90171/15073
	Property:	Spicers, Sawston, Cambridge
	Title numbers:	CB1793, CB98091, CB219591, CB271349, CB278414 and CB361898
	
        

        Interest:
	Freehold
	Date of exchange of contract:	 
	Date of completion:	 
	Total price:	Thirty seven million five hundred thousand pounds (£37,500,000) (exclusive of any VAT which may be due).
	Amount apportioned to plant and machinery in the general pool forming fixtures at the Property:	One pound (£1) (exclusive of any VAT which may be due).


 




    	27



     


    

 


	Amount apportioned to plant and machinery in the special rate pool forming fixtures at the Property:	 	One pound (£1) (exclusive of any VAT which may be due).


 


The Seller and the Buyer jointly elect pursuant to
the provisions of section 198 of the Capital Allowances Act 2001 that the amount which for the purposes of Part 2 of the Capital
Allowances Act 2001 is to be taken as the portion of the sale price of the interest specified above which falls to be treated as
capital expenditure incurred by the Buyer on the provision of all the plant and machinery at the Property is two pounds (£2).


 


	Signed	/s/  Linda F. Powers	 
	Name	Linda F. Powers	 
	for and on behalf of the Seller	 
	Dated: 5 December 2018	 
	 	 	 
	Signed  	/s/ H.H.Koopmans	 
	Name  	H.H.Koopmans	 
	for and on behalf of the Buyer	 
	Dated: 5 December 2018