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PRE-EXISTING PURCHASE AND MANAGEMENT AGREEMENT 39974

sig-page-break]This PRE-EXISTING PURCHASE & MANAGEMENT AGREEMENT (“Agreement”) is made on this October 18, 2024 between:

(1) Concept Capital Group Ltd incorporated and registered in England and Wales with company number 12286171 whose registered office is at The News Building, 3^rd Floor, 3 London Bridge Street, London, SE1 9SG (Supplier)

(2) … (Customer)

the Customer and the Supplier shall collectively be referred to as the “Parties” and individually as the (“Party”)

Preamble

The seller has agreed, to sell and transfer, and the buyer has agreed to buy, the business of goods as a going concern on the terms and conditions set out in this agreement.

IT IS AGREED AS FOLLOW:

DEFINITIONS AND INTERPRETATIONS
- DEFINITIONS:

“Applicable Law": means any applicable law, statute, by-law, regulation, treaty, rule, order, determination, decree, code or directive, including any judicial or administrative order or judgment, made or issued by any governmental authority, department or body in the United Kingdom

Automatic Termination Date: 12 years from the Commencement Date of this entire agreement

Business Day: a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Business Hours: the hours at which the business is open during a business day, which for this agreement is 9:00am to 6:00pm.

Buyer: means Purchaser of Unit(s) identified in Schedule 2

Commencement Date: the Commencement date is the first working day of the following month upon receipt of full payment.

Completion: the completion of the sale and purchase of the Static Home(s) in accordance with this agreement.

Completion Date: the date of this agreement being executed by both parties

Confidential Information: any information of a confidential nature concerning the business, affairs, customers, clients or suppliers of the other party or of any member of its Group, including information relating to a party's operations, processes, plans, product information, know-how, designs, trade secrets, software, market opportunities and customers.

Customer: the Owner of the ‘Unit(s)’.

Delivery: the completion of delivery of Products specified in an Order in accordance with Clause 4.

Delivery Date: the delivery date will be effective from the first business day of the following month after payment of the good(s) has been received.

Execution: when the agreement has been signed by both parties and binding on all parties involved.

Force Majeure Event: has the meaning given in Clause 18.1.

License Fee: sum of money due for the rental of the Unit(s)

Month: a calendar month

Payment Notice: is a demand notice issued in the form attached as Schedule 4 by the Seller pursuant to which the Buyer shall transfer the Price

Strip of land: land that a Static Home(s) can be placed on

Plan: example Plan of Unit(s) attached to this document

Product: the product(s) set out in Schedule 1 and, where the context requires, the Products ordered by and Sold to the Buyer.

Product Prices: the prices of the Products as determined in accordance with Clause 8.1 and Product Price means the price of an individual Product as determined in accordance with that clause.

Right of First Refusal: during the period beginning on the Completion Date and ending 12 years from the date of the signing of this agreement (the "ROFR Period"), The “Buyer” shall not, directly or indirectly through an affiliate, enter into any agreement or consummate any transaction relating to Sale or any other disposition of Unit(s) with any Person other than the “Seller” (a "Third-Party Transaction") except in compliance with the terms and conditions of Schedule 3.

“Seller”: means Concept Capital Group which will include its successors in interest and duly authorised assigns, subsidiaries, affiliates.

Specification: the specification of the Product(s) set out in Schedule 2

Static "Home(s)": means a Manufactured residential static home/mobile home.

“Unit(s)": means the number of Static Home(s) being purchased by the buyer against the purchase price made by the buyer under this Agreement.

Term: the term of the agreement, as determined in accordance with Clause 16.

Third Party Rights: all rights, covenants and restrictions affecting the Land including the matters referred to as at the date of this Agreement

VAT: value added tax or any equivalent tax chargeable in the UK or elsewhere.

INTERPRETATION: Unless the context otherwise requires, in this Agreement:

A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time, provided that, as between the Parties, no such amendment, extension or re-enactment shall apply for the purposes of this Agreement to the extent that it would impose any new or extended obligation, liability or restriction on, or otherwise adversely affect the rights of, any Party.

A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision and any replacement statute or legislation if the existing statutory provisions or subordinate legislation is repealed or replaced.
Words denoting the singular number shall include the plural and vice versa and reference to the masculine includes a reference to the feminine gender and neuter and vice versa and words importing the whole shall be treated as including a reference to any part thereof.
A reference to a Supplier shall include any Supplier, corporation or other body corporate, wherever and however incorporated or established.
References to costs, charges, expenses or remuneration shall be deemed to include, in addition, references to any value added tax or similar tax charged or chargeable in respect thereof.
The rule known as the ejusdem generis rule shall not apply and accordingly general words introduced by the word “other” shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things and general words shall not be given a restrictive meaning by reason of the fact that they are followed by particular examples intended to be embraced by the general words.

2.2.1 Where any term is defined within the context of any particular provision in this Agreement the term so defined, unless it is clear from the provision in question that the term so defined has limited application to the relevant provision, shall bear the meaning ascribed to it wherever used in this Agreement notwithstanding that that term has not been specifically defined in this Clause 2.

2.2.2 Clause, Schedule and paragraph headings are inserted for convenience only and shall not affect the interpretation or construction of this Agreement.

2.2.3 The Schedules form part of this Agreement and shall have effect as it set out in full in the body of this Agreement. Any reference to this Agreement includes the Schedules.

2.2.4 Unless the context otherwise requires, a reference to any Party shall include that Party's successors and permitted assigns.

2.2.5 A reference to “writing” or “written” includes postal mail, fax and e-mail.

2.2.6 Any obligation on a Party not to do something includes an obligation not to agree or allow that thing to be done by another Person so far as this is within that Party’s power or control.

2.2.7 Any reference to an English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to that which most nearly approximates to the English legal term in that jurisdiction.

2.2.8 A reference to this Agreement or to any other agreement or document referred to in this Agreement is a reference to this Agreement or such other agreement or document as varied or novate (in each case, other than in breach of the provisions of this Agreement, and in accordance with the law to which that agreement or document is subject and the particular conditions (if any) of such agreement or document) from time to time.

2.2.9 References to Clauses and Schedules are to be construed as references to the Clauses and Schedules to this Agreement and references to paragraphs are to paragraphs of the relevant Schedule.

2.1.10 Unless the context otherwise requires, any words following the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those term.

2.3 In this (document) references to any statutory provision (or) Legislation are to the provisions as extended, modified, amended, re-enacted or replaced the date on which its construction is relevant for the purposes of this (document) and not as originally enacted or as at the date of this (document).

2.4 Any reference to a statute includes a reference to any regulations or orders made under or pursuant to it.

2.5 If any statutory provision is repealed in part or in whole without re-enactment, extension or modification, this clause will continue to apply as though that provision remained in force (or) to the descriptions of uses within the use classes in being before the date of such repeal.

2.6 In this (document) references to any (document) are to that (document) as extended, modified, amended or novate from time to time on which its construction is relevant for the purposes of this (document) and not as originally made or as at the date of this (document).

MANUFACTURE QUALITY AND PACKING

3.1 The Products supplied to the Buyer by the Seller under this agreement shall:

(a) Conform to the Specification; set out in Schedule 2

(b) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979, as amended) and fit for any purpose held out by the Seller;

(c) be free from defects in design, material and workmanship and remain so for up to 12 years after Delivery, should any such defects appear before the 12-year assurance period a replacement Unit will be provided; and

(d) comply with all applicable statutory and regulatory requirements.

3.2 The Seller shall ensure that the Products are suitably loaded and secured in a manner to enable them to reach their destination in good condition.

3.3 The Seller shall obtain and maintain in force for the Term all licences, permissions, authorisations, consents and permits required to manufacture and supply the Product(s) in conformity with the terms of this agreement.

3.4 The Seller shall comply with all applicable laws, enactments, orders, regulations and other instruments relating to the manufacture, packing, packaging, marking, storage, handling, and delivery of the Product(s).

DELIVERY

Delivery will be effective from the first business day of the following month after payment of the good(s) has been received.
Delivery of the Unit(s) will be within 60 days following the first working day of the following month after receipt of payment.
The placement of the Unit (s) will be on a strip of land chosen by the Seller/management company, subject to clause 10 and in accordance with any other agreement.

5.TITLE AND RISK

5.1 The Seller shall also provide an ownership certificate to the Buyer within 8 weeks from Purchase price being received under this Agreement for each Unit purchased. The certificate shall clearly show the Buyer as the owner of the Unit(s) and each Unit shall also mention a chassis number issued by the Manufacturer.

REPRESENTATIONS, WARRANTIES and COVENANTS

6.1 The Parties hereby represent, warrant and acknowledge to each other, that:

(a) The Parties can legally enter into this Agreement and all the corporate permissions/ resolutions to this effect have already been obtained and can be produced and provided as and when required by the other Party.

(b) There is no pending investigation, litigation, arbitration or proceedings that is likely to:

(i) have a Material Adverse Effect in relation to the Party;

(ii) impair any Party’s ability to perform its obligations under this Agreement; or

(iii) affect the legality, validity or enforceability of the terms of this Agreement.

(c) As of the date hereof, no event or condition, circumstances (including, without limitation, force majeure) or any change of law has occurred which would materially and adversely affect each Party’s ability to carry on its business and or affairs or to meet, in the normal course, its obligations under this Agreement.

(d) The Parties are in compliance with all Applicable Laws of the United Kingdom, applicable statutes, regulations, orders, permissions, notifications, licences or circulars of, and all applicable lawful restrictions imposed by all any relevant governmental or quasi-governmental authorities in respect of the conduct of its business and or affairs.

(e) All information furnished by the Parties to each other is complete, accurate and not misleading, and no Party has omitted or concealed any material facts which would render such information untrue, incorrect, inaccurate or misleading or be reasonably likely to cause the other Party to reconsider entering into this Agreement.

(f) The Parties shall do at all times all things necessary to preserve and maintain in full force and effect its existence under the laws of its jurisdiction, including the proper maintenance of all books and records.

(g) The Parties shall, promptly upon becoming aware of it, notify each other of:

(i) any proposal or threat to suspend the operation of the informing Party; and

(ii) details of any other event or circumstances which could reasonably be expected to affect the operations of each Party materially and adversely.

(h) All acts, conditions and things necessary to be done or fulfilled and performed in order to:

(i) enable it lawfully to enter into, exercise its rights under and perform and comply with its obligations expressed to be assumed by this Agreement, and

(ii) to ensure that obligations therein are legally valid and binding obligations in accordance with their terms have in each case been done, fulfilled and performed.

(iii) there exists no adverse order, notifications, rulings, determinations, decisions, notices, judgments, decrees of whatsoever nature affecting the business, affairs, ownership and operations of any Party.

(J) Any Rights are granted subject to the Third-Party Rights and the Buyer shall not exercise any of the Rights so as to interfere with any Third Party Right.

6.2 RELIANCE

The Parties agree and acknowledge that both are entering into this Agreement on the inter alia basis of full and absolute reliance on the representations and warranties set out in Clause 6.1.

PRODUCT RECALL

7.1 If the Buyer is the subject of a request, court order or other directive of a governmental or regulatory authority to withdraw any Product(s) from the market (Recall Notice) it shall immediately notify the Seller in writing enclosing a copy of the Recall Notice.

7.2 Unless required by law, the Buyer may not undertake any recall or withdrawal without the written permission of the Seller and only then in strict compliance with the Seller’s instructions about the process of implementing the withdrawal.

PURCHASE PRICE

8.1 The purchase price of a single Unit is the sum of £ 39,974.00 which shall be paid by the Buyer to the Seller on the ratification of this agreement in accordance with Clause 8.2.

8.2 All payments to be made to the Seller under this agreement shall be made in sterling by electronic transfer of immediately available funds to the Seller OR the Seller's Solicitors (who are irrevocably authorised by the Seller to receive the same). It should be noted that transfer to the Seller’s Solicitors will include a fee of £650+VAT which will be invoiced to the Buyer. Payment to the Seller's Solicitors in accordance with this clause shall be a good and valid discharge of the obligations of the Buyer to pay the sum in question to the Seller, and the Buyer shall not be concerned to see the application of the monies so paid.

8.3 The Buyer shall pay the Purchase Price by electronic transfer and immediately make available funds to the Seller upon receipt of receiving confirmation of the BACS details. Payment in accordance with this clause and completing the payment notice in Schedule 4 shall be a good and valid discharge of the Buyer's obligation to pay the Purchase Price.

8.4 Subject to the terms of this Agreement, the Buyer hereby agrees the purchase of Unit(s) and pay the valid Purchase Price.

8.5 Upon signing this Agreement the Buyer hereby commits and confirms that it shall buy Unit(s) and against which he shall make the Purchase pursuant to the Payment Notice within seven (7) Business Days of issuance of the Payment Notice by the Seller.

DEFECTIVE PRODUCTS/SERVICES

9.1 The Seller ensures that in the case of any damage to the Unit caused by a manufacturing fault, a replacement unit will be provided in lieu of the damaged/destroyed unit. An updated ownership certificate with the revised chassis number will be issued to the Buyer.

9.2 The Seller has not, in connection with the Business, manufactured or sold any product(s) or supplied any services which were at the time they were manufactured, sold or supplied or are, or will become, faulty or defective or which did not or do not comply with:

(a) any warranties or representations expressly or impliedly made by or on behalf of the Seller in connection with such products or services; or

(b) any laws, regulations, standards and requirements applicable to such products or services.

9.3 No proceedings have been started, are pending or have been threatened against the Seller:

(a) in which it is claimed that any product manufactured or sold by the Seller is defective, not appropriate for its intended use or has caused bodily injury or material damage to any person or property when applied or used as intended; or

(b) in respect of any services supplied by the Seller.

9.4 There are no disputes between the Seller and any of its respective customers, clients or any other third parties in connection with any products or services manufactured, sold or supplied in connection with the Business.

AMALGAMATION OF CONTRACTS

10.1 The enforcement of this Purchase agreement is contingent on the execution of both the Purchase agreement And the Management agreement by the Buyer and the Seller.

10.2 Each of the parties hereby agree that on the execution of this agreement it will be read in conjunction with the Management agreement.

10.3 All parties agree that any Unit(s) purchased by the Buyer under this Purchase agreement will be managed pursuant to the terms of the Management Agreement.

RIGHT OF FIRST REFUSAL

11.1. The Seller shall have the first Right to First refusal pursuant to this Clause 11 and Schedule 3 to acquire the relevant product in Schedule 2. The first Right of Refusal is given to the Seller of the Unit(s).

11.2 If the Seller wishes to exercise its Right of First Refusal, then written notice to the Buyer (owner) of such intention (the "Notice of Intention") must be provided.

The Notice of Intention must specify:

(i) its proposed date for acquiring legal and beneficial ownership in the relevant Product that is the subject of the Buy-Back.

(ii) Promptly, but no later than 28 days after receiving the ‘Notice of Intention’ the Seller must respond to the Notice of Intention.

(iii) Any static Homes within the first 12 years will have the first Right to First refusal option for the full price. The Seller must pay the Buyback Price subject to the sum initially paid by Buyer as per Schedule 1 Part 1

11.3 The Buyer has the right during the product(s) ownership to sell or dispose of it any other way (subject to any other agreements) and subsequently transfer the product subject to giving the Seller the Right-of first refusal.

11.4 The Buyer guarantees that the Seller will be given the First option to buy-back the Unit(s) in return for consideration in Schedule 1 Part 2.

11.5 All parties agree that on the execution of this Purchase agreement the Seller will have a Right-to-first refusal which it may wish to exercise at any time during the period of the Buyer’s ownership.

11.6 The Seller must only give a 28-days written notice to the Buyer of the intention to purchase the Unit(s) in return for consideration stated in Schedule 1 Part 2. Upon receipt of this notice the Buyer must offer these terms to the Seller of the Unit(s).

11.7 If this right of first refusal is not taken by the “Seller” of the Unit(s) than any other parties may exercise its buy-back option as per any other agreements.

11.8 After receipt of payment, the Seller as per this agreement will be the new owner of the Unit(s) and the Buyer as stated in this agreement (now former owner) must provide the new owner with an ownership certificate 8 weeks from the date of payment.

11.9 In the event the Seller does not exercise its Right of First Refusal and any management company does not exercise its option to buy back either it will do one or all of the following:

11.9.1 Notify a site Operator of the Unit(s) from the Concept Capital Group of affiliates, of the availability of suitable land with the necessary land permissions granted from the local authorities, to place the Unit(s) on the strip of land and offer the following service:

(i) Assist in attaching the Static Home to a viable occupancy agreement on the approved suitable strip of Land

(ii) Market and Sell the Unit(s) to a new Buyer seeking to purchase the Unit on the occupancy terms which include the land,

(iii) Upon Sale of the Unit(s), remunerate the owner of the Unit (s) for the amount they paid for the Unit(s)

(iv) Upon sale, distribute the available profit by way of an agreed 50/50 profit share between the Seller and the Customer, minus the cost of sale once the process has been completed.

11.10.3 For Buyers who want the Unit(s) to be delivered to them at an address of their choosing, the Seller will provide the Buyer with the transport and charge costs for transporting the Unit(s). The Unit(s) will be delivered to them within the agreed timescales of a 6 month notification period. The Buyer will pay to the Seller on demand any costs associated with transporting the Unit(s).

EVENTS OF DEFAULT

12.1 Event of Default

Each of the following events shall constitute an “Event of Default”:

(a) Failure by the Parties to comply with or fulfil any covenant or agreement made in or pursuant to the Agreement; or

(b) any representation, warranty or statement made:

(i) By any Party in or pursuant to this Agreement, notice, document, certificate, statement or other instrument delivered by or on its behalf pursuant to any of this Agreement proves to be incorrect, in any material respect when made in accordance with the provisions hereof, which adversely effects the other Party’s ability to perform under this Agreement; or

(ii) Any event occurs which, in the judgment of a Party, may adversely affect the other Party’s ability to perform its obligations under this Agreement; or

(iii) The liquidation, winding up or bankruptcy of the Supplier; or

(iv) Any change in law which may have the effect of adverse effect or which affects the Supplier’s ability to make payments especially the License Fee when due; or

(v) Breach by a Party or any failure by it to perform its covenants or undertakings set out in this Agreement; or

(vi) The Parties have not complied with terms and conditions of this Agreement.

12.2 Remedies upon default

Each of the parties hereby acknowledges that it has been afforded the opportunity to obtain independent legal advice and confirms by the execution and delivery of this ‘Agreement’ that they have either done so or waived their right to do so in connection with the entering into of this Agreement.

COMPLIANCE WITH LAWS AND POLICIES

13.1 In performing its obligations under the agreement, the Buyer shall and shall procure that each member of its Group comply with:

(a) all applicable laws, statutes, regulations and codes from time to time in force; and

(b) the Mandatory Policies.

13.2 The Seller may terminate the agreement with immediate effect by giving written notice to the Buyer if the Buyer commits a breach of Clause 13.1.

INDEMNITY

14.1 The Seller shall indemnify the Buyer against all reasonable liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all and other professional costs and expenses) suffered or incurred by the Buyer arising out of or in connection with any claim made against the Buyer for actual or alleged infringement of a third party's Intellectual Property Rights arising out of or in connection with the supply or use of the Product(s).

14.2 The Seller’s liability under this indemnity is conditional on the Buyer discharging the following obligations. If any third party makes a claim, or notifies an intention to make a claim, against the Buyer that may reasonably be considered likely to give rise to a liability under this indemnity (Claim), the Buyer shall:

(a) as soon as reasonably practicable, give written notice of the Claim to the Seller, specifying the nature of the Claim in reasonable detail;

(b) not make any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of the Seller;

(c) give the Seller and its professional advisers access at reasonable times (on reasonable prior notice) to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within the power or control of the Buyer, to enable the Supplier and its professional advisers to scrutinise them and to take copies (at the Seller’s expense to assess the Claim); and

(d) be deemed to give the Seller sole authority to avoid, dispute, compromise or defend the Claim.

14.3 The Supplier shall maintain an insurance policy to cover the replacement valuation of the Unit (s) as per Schedule 1.

14.4 Nothing in this Clause 14 shall restrict or limit the Buyer’s general obligation at law to mitigate a loss it may suffer or incur as a result of an event that may give rise to a claim under this indemnity.

INTELLECTUAL PROPERTY & PROPRIETARY INFORMATION

15.1 Each party undertakes that it shall not at any time during this agreement and for a period of three years after termination or expiry disclose to any person any Confidential Information, except as permitted by Clause 15.2.

15.2 Each party may disclose the other party's Confidential Information:

(a) to its employees, officers, representatives, contractors, subcontractors or advisers who ought to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this Clause 15; and

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

15.3 Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party's Confidential Information other than those expressly stated in this agreement are granted to the other party or to be implied from this agreement. In particular, no licence is hereby granted directly or indirectly under any patent, invention, discovery, copyright or other intellectual property right held, made, obtained or licensable by either party now or in the future.

COMMENCEMENT DATE AND TERM

This agreement shall begin on the Commencement Date and shall continue, unless terminated earlier, when it shall terminate automatically on the Automatic Termination Date without a notice period given (Term)

SURVIVAL

17.1 On termination of this agreement the following clauses shall continue in force:

(a)Clause 14 (Indemnity);

(b)Clause 15 (Intellectual property & proprietary Information);

(c)Clause 26 (Governing law); and

(d)Clause 27 (Jurisdiction).

17.2 Termination of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, covering the right to claim damages for any breach of the agreement that existed at or before the date of termination or expiry.

FORCE MAJEURE

18.1 Force Majeure Event means any circumstance not in a party's reasonable control including:

(a) acts of God, flood, drought, earthquake or other natural disaster;

(b) epidemic or pandemic;

(c) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;

(d) nuclear, chemical or biological contamination, or sonic boom;

(e) any law or any action taken by a government or public authority, including imposing an export or import restriction, quota or prohibition or failing to grant a necessary licence or consent;

(f) collapse of buildings, fire, explosion or accident; and

(g) any labour or trade dispute, strikes, industrial action or lockouts (other than in each case by the party seeking to rely on this clause, or companies in the same group as that party);

(h) non-performance by suppliers or subcontractors (other than by companies in the same group as the party seeking to rely on this clause); and

(i) interruption or failure of utility service.

18.2 Provided it has complied with Clause 18.5, if a party is prevented, hindered or delayed in or from performing any of its obligations under this agreement by a Force Majeure Event (Affected Party), the Affected Party shall not be in breach of this agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for the enactment of such requisites shall be extended accordingly.

18.3 The corresponding obligations of the other party will be suspended, and its’ time for performance of such obligations extended, to the same extent as those of the Affected Party.

18.4 The Affected Party shall:

(a) as soon as reasonably practicable after the start of the Force Majeure Event but no later than 7 days from its start, notify the other party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its commitments under the agreement: and

(b) use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.

18.5 If the Force Majeure Event prevents, hinders or delays the Affected Party's performance of its obligations for a continuous period of more than 12 weeks, the party not affected by the Force Majeure Event may terminate this agreement by giving 3 weeks' written notice to the Affected Party.

SEVERANCE

19.1 If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.

19.2 If any provision or part-provision of this agreement is deemed deleted under Clause 19.1, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

FURTHER ASSURANCE

At its own expense, each party shall, and shall use all reasonable endeavours to procure that any necessary third party shall, promptly execute and deliver such documents and perform such acts as may reasonably be required for the purpose of giving full effect to this agreement.

21.VARIATION

No variation of this agreement shall be effective unless it is in writing and signed by both parties (or their authorised representatives).

WAIVER

22.1 A waiver of any right or remedy under this agreement or by law shall only be effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

22.2 A failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.

22.3 A party that waives a right or remedy provided under this agreement or by law in relation to one party, or takes or fails to take any action against that party, does not affect its rights in relation to any other party.

23.NOTICES

23.1 Any notice or other communication given to a party under or in connection with this agreement shall be in writing and shall be:

(a) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

(b) sent by email to the address compliance@concept-capital-group.com

23.2 Any notice or communication shall be deemed to have been received:

(a) if delivered by hand, at the time the notice is left at the proper address; Concept Capital Group Ltd, 3^rd Floor The News Building, 3 London Bridge Street, London SE1 9SG

(b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or

(c) if sent by fax or email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this Clause 23.2(c), business hours mean 9.00am to 6.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

23.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

ENTIRE AGREEMENT

24.1 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

AGREEMENT

This agreement (together with the documents referred to in it AND the Management contract constitutes the entire agreement between the parties in relation to the Transaction and supersedes any previous agreement between the parties in respect of the same

GOVERNING LAW

This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

JURISDICTION

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.

Purchase Agreement Schedule

Part 1

Products and Product Prices

Product Name: Prefabricated Static Homes means a residential static home/mobile home as per the product specification manufactured by the Manufacturer.

Product Price: £ 39,974.00

Part 2

Consideration given for Buy-Back

No depreciation for 12 years, all consideration is at the original price paid for the product price of £ 39,974.00

Unit sold 12+ years

Schedule 2

Product Specification –

BS3632 Building regulation quality standard

Part 1

1.1 Double glazed windows

1.2 Bathroom extractor fan

1.3 Integrated oven, hob and extractor

1.4 LED strip lighting in main bedroom

1.5 Gas central heating 28KW

1.6 Internal LED spotlights throughout

1.7 LED spotlights in kitchen kick boards

1.8 LED spotlights in external roof peaks & front canopy

1.9 Adam Abbey fireplace in stone effect

Part 2

2.1 Two Static Home size variation options from - “36 x 12” and “39 x 12”

2.2 Multiple configurations available - 2-3 bedrooms and 3 kitchen variation

2.3. 3 upgrade packages available.

Schedule 3

Right of First Refusal

3.1 If, at any time during the ROFR Period, the “Buyer” receives a bona fide written offer for a Third-Party Transaction that the “Buyer” desires to accept a "Third-Party Offer", the “Buyer” shall immediately do the following:

(a) within 5 days following receipt of the Third-Party Offer, prior to the expiration of the ROFR Period, notify the “Seller” in writing (the "Offer Notice") of the identity of all proposed parties to such Third-Party Transaction

(b) notify the seller of the material financial and other terms and conditions of such Third-Party Offer (the "Material Terms").

Each Offer Notice constitutes an offer made by the “Buyer” to enter into an agreement with the “Seller” on the same Material Terms of such Third-Party Offer (the "ROFR Offer").

3.2 At any time prior to the expiration of the 28-day period following the “seller’s” receipt of the Offer Notice (the "Exercise Period"), the “Seller” may accept the ROFR Offer by delivery to the “Buyer” of a written notice of acceptance/binding letter of intent containing the Material Terms and any standard and customary conditions applicable to a transaction of this nature.

3.3 If, by the expiration of the Exercise Period, the “Seller” has not accepted the ROFR Offer, and provided that the “Buyer” has complied with all of the provisions of this Schedule 3 at any time during the 28 day period following the expiration of the Exercise Period, the “Buyer” may consummate the Third-Party Transaction with the counterparty identified in the applicable Offer Notice on Material Terms that are the same or more favourable to the “Buyer” as the Material Terms set forth in the Offer Notice.

3.4 If such Third-Party Transaction is not consummated within a 28-day period, the terms and conditions of this Schedule 3 will again apply, and the “Buyer” shall not enter into any Third-Party Transaction during the ROFR Period without affording the “Seller” the right of first refusal on the terms and conditions of this Schedule 3

3.5 For the avoidance of doubt, the terms and conditions of this Schedule 3 apply to each Third-Party Offer received by the “Buyer” during the ROFR Period.

I have read and understood the full context of the PURCHASE AGREEMENT SCHEDULE

Schedule 1

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

AGREED by the Parties

The parties have signed this Agreement on the date(s) below;

I acknowledge schedules 1 to 3 of the Purchase Agreement contract which forms part of the entire Purchase Agreement for a Residential Prefabricated Full Occupancy Static Unit

I agree to the terms set out in the Purchase Agreement for a Residential Prefabricated Full Occupancy Static Unit

October 18, 2024

Buyer

Registered Address

On October 18, 2024

October 18, 2024

Concept Capital Group Ltd

Seller

Registered Address

The News Building, 3^rd Floor

3 London Bridge Street

London, SE1 9SG

On October 18, 2024

This MANAGEMENT AGREEMENT (“Agreement”) is made on this October 18, 2024 between:

(2) … (Customer)

the Customer and the Supplier shall collectively be referred to as the “Parties” and individually as the (“Party”)

Preamble

The Supplier has agreed, to supply management services for the business of goods on behalf of the Customer(s). The Customer agrees to obtain, and the Supplier agrees to provide the Services on the terms and conditions set out in this agreement.

AGREED TERMS

The following definitions and rules of interpretation apply in this agreement.

1.1 Definitions:

Applicable Laws: the laws of England and Wales and any other laws or regulations, regulatory policies, guidelines or industry codes which apply to the provision of the Services.

Break Date: second anniversary of commencement of term, Fourth anniversary of commencement date, Sixth anniversary of commencement of term, Eighth anniversary of commencement date, Tenth anniversary of commencement date and Twelfth anniversary of commencement date.

Break Notice: written notice to terminate this agreement on the Break Date specifying the Break Date

Break Investment Guarantee: the protection of investment provided to the Buyer by the Seller

Business Days: a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Business Hours: the hours at which the business is open during a business day, which for this agreement is 9:00am to 6:00pm.

Change: an amendment to:

the scope, nature, volume or execution of the Services under this agreement; or
any other term or schedule of this agreement.

Change in Law: any change in any Applicable Law which impacts on the performance of the Services and which comes into force after the Commencement Date.

Charges: the Service Charges, the Exit Assistance Charges and any other charges which may become due and payable pursuant to this agreement, as calculated in accordance with Part 1 of Schedule 4 (Charges and deductions).

Commencement Date: first working day of the first month after payment has been received for the Unit(s).

Confidential Information: any information, which by its nature is confidential, concerning the business, affairs, customers, clients or suppliers of the other party or of any member of its Group.

Consents: all permissions, consents, approvals, certificates, permits, licences, agreements and authorities (whether statutory, regulatory, contractual or otherwise) necessary for the provision of the Services and the installation and use of the Equipment on the terms of this agreement.

Contract Managers: the managers appointed by the parties in accordance with Clause 12 (Key personnel).

Contract Year: a period of 12 months (or such shorter period if this agreement is terminated earlier), commencing on the Operational Services Commencement Date and/or each anniversary of the Operational Services Commencement Date.

Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of Control shall be construed accordingly.

Core Hours: 24 hours, 7 days a week, 365 days of the year

Customer Materials: the documents, information, items and materials (whether owned by the Customer or a third party), which are provided by the Customer to the Supplier in connection with the Services and which are listed in Part 1 of Schedule 2 (Customer's Responsibilities).

Customer's Responsibilities: the responsibilities of the Customer as specified in Schedule 2 (Customer's Responsibilities).

Critical Service Failure: failure of one or more of the mandatory available services

Data Protection Legislation: the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including the privacy of electronic communications) and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a party.

Dispute Resolution Procedure: the procedure set out in Clause 19 (Dispute resolution procedure).

Documentation: the documentation listed in Schedule 9 (Documentation)

Equipment: the equipment, tools, systems or cabling, used directly or indirectly in the supply of the Services.

Exit Assistance Charges: the charges payable by the Customer to the Supplier for the provision of the Exit Assistance Services, which shall be calculated in accordance with Part 1 of Schedule 4 (Charges and deductions).

Exit Management Plan: the plan to be agreed by the parties in accordance with Paragraph 4 of Schedule 8 (Exit Management Plan and service transfer arrangements).

Exit Period: the period beginning:

the date a Termination Notice is received by a party; or
6 months before the expiry of this agreement and ending 3 months after the Termination Date.

Facilities: a Manufactured residential static home/mobile home.

Force Majeure Event: has the meaning given in Clause 25.

General Change in Law: a Change in Law where the change is of a general legislative nature, or which generally affects or relates to the supply of services which are the same as, or similar to, the Services.

Good Industry Practice: means using the standards, practices, methods and procedures conforming to the Applicable Laws and exercising that degree of skill and care, diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled and experienced person engaged in a similar type of undertaking under the same or similar circumstances.

Insolvency Event: in respect of either party or a Subcontractor:

other than for the purposes of a bona fide reconstruction or amalgamation, such party passing a resolution for its winding up, or a court of competent jurisdiction making an order for it to be wound up or dissolved, or that party being otherwise dissolved;
the appointment of an administrator of, or the making of an administration order in relation to, either party, or the appointment of a receiver or administrative receiver of, or an encumbrancer taking possession of or selling, the whole or any part of the entity's undertaking, assets, rights or revenue;

that party entering into an arrangement, compromise or composition in satisfaction of its debts with its creditors or any class of them, or taking steps to obtain a moratorium, or making an application to a court of competent jurisdiction for protection from its creditors;

that party being unable to pay its debts, or being capable of being deemed unable to pay its debts, within the meaning of section 123 of the Insolvency Act 1986; or
that party entering into any arrangement, compromise or composition in satisfaction of its debts with its creditors.

Key Personnel: those personnel identified in Part 2 of Schedule 6 (Contract Managers and Key Personnel) for the roles attributed to such personnel, as modified pursuant to Clause 14 (Key personnel).

Mandatory Policies: the Customer's business policies and codes listed in Schedule 7 (Mandatory Policies) , as amended by notification to the Supplier from time to time.

Customer: the Owner of the ‘Unit(s)’.

Management Fee: sum of money taken from the License fee for the Operational Services

Material Subcontract: each Subcontract with a Material Subcontractor.

Material Subcontractor: each Subcontractor who is notified to and approved by the Customer as a Material Subcontractor pursuant to Clause 10 (Subcontracting).

Month: a calendar month and monthly shall be interpreted accordingly.

License Fee: sum of money due for the rental of the Unit(s)

Occupant: a Person who resides in the Product(s) with the permission of the necessary parties.

Operational Services: the services more particularly set out in Schedule 1 (Operational Services Specification).

Operational Services Commencement Date: the date on which the Supplier starts providing the Operational Services

Operational Services Commencement Longstop Date: last working day of the second month after full payment has been received for the Unit(s)

Product(s) means a room in a Manufactured residential static home/mobile home as per Schedule 3.

Remediation Notice: a written notice given by the Customer to the Supplier pursuant to Clause 19.4 (Remediation Plan Process) to initiate the Remediation Plan Process.

Remediation Plan: the plan agreed in accordance with Clause 19.4 (Remediation Plan Process) for the resolution of a Supplier's default in complying with its obligations under this agreement.

Remediation Plan Process: the process for resolving certain of the Supplier's defaults as set out in Clause 19.4 (Remediation Plan Process).

Rent: the guaranteed rent accrued for the goods by the supplier on behalf of the customer as per Clause 11

Service Charges: the charges which become due and payable by the Customer to the Supplier in respect of the Operational Services, which shall be calculated in accordance with Schedule 4 (Charges and deductions).

Service Credits: the sums attributable to a Service Failure as specified in: Part 2 of Schedule 4 (Charges and deductions).

Service Failure: a failure by the Supplier to deliver any part of the Operational Services in accordance with the Service Levels.

Service Levels: the Service Levels to which the Operational Services are to be provided, pursuant with Clause 18 (Service Levels)

Services: the services to be delivered by or on behalf of the Supplier under this agreement, including the Operational Services and the Exit Assistance Services and Service means any of the Services (or any part of any of them).

Initial Term: period of agreement subject to Clause 2

Implementation Plan: the strategy plan used to provide the Operational Services

Implementation Operations: practice of the Implementation Plan

Third Party Rights: all rights, covenants and restrictions affecting the Land including the matters referred to as at the date of this Agreement

Site: the area the product(s) and other Products are built upon

Subcontract: means any contract between the Supplier and a third party pursuant to which the Supplier agrees to source the provision of any of the Services from that third party

Subcontractors: those persons with whom the Supplier enters into a Subcontract and any third party with whom that third party enters into a subcontract or its servants or agents

Supplier's Personnel: all employees, staff, other workers, agents and consultants of the Supplier and of any Subcontractors who are engaged in the provision of the Services from time to time

Target Operational Services: First working day of the following month in receipt of payment

Term: the period commencing on the Commencement Date and ending on the expiry of the Initial Term or, if extended pursuant to Clause 2.2 (Commencement and duration), the period ending on the expiry of any extended term or such earlier date on which the agreement terminates in accordance with its terms

Termination Date: the date of termination or expiry of this agreement.

Termination Notice: any notice to terminate this agreement which is given by either party in accordance with Clause 20 (Termination).

Termination Compensation: sum of money awarded in recognition of loss

"Unit"(s): means the number of product(s) managed by the Supplier on behalf of the Customer under this Agreement.

VAT: value added tax or any equivalent tax chargeable in the UK or elsewhere.

Interpretation

Unless the context otherwise requires, in this Agreement:

A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time, provided that, as between the Parties, no such amendment, extension or re-enactment shall apply for the purposes of this Agreement to the extent that it would impose any new or extended obligation, liability or restriction on, or otherwise adversely affect the rights of, any Party.
A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision and any replacement statute or legislation if the existing statutory provisions or subordinate legislation is repealed or replaced.
Words denoting the singular number shall include the plural and vice versa and reference to the masculine includes a reference to the feminine gender and neuter and vice versa and words importing the whole shall be treated as including a reference to any part thereof.
A reference to a Supplier shall include any Supplier, corporation or other body corporate, wherever and however incorporated or established.
References to costs, charges, expenses or remuneration shall be deemed to include, in addition, references to any value added tax or similar tax charged or chargeable in respect thereof.
The rule known as the ejusdem generis rule shall not apply and accordingly general words introduced by the word “other” shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things and general words shall not be given a restrictive meaning by reason of the fact that they are followed by particular examples intended to be embraced by the general words.

1.3.1 Where any term is defined within the context of any particular provision in this Agreement the term so defined, unless it is clear from the provision in question that the term so defined has limited application to the relevant provision, shall bear the meaning ascribed to it wherever used in this Agreement notwithstanding that that term has not been specifically defined in this Clause 1.

1.3.2 Clause, Schedule and paragraph headings are inserted for convenience only and shall not affect the interpretation or construction of this Agreement.

1.3.3 The Schedules form part of this Agreement and shall have effect as it set out in full in the body of this Agreement. Any reference to this Agreement includes the Schedules.

1.3.4 Unless the context otherwise requires, a reference to any Party shall include that Party's successors and permitted assigns.

1.3.5 A reference to “writing” or “written” includes postal mail, fax and e-mail.

1.3.6 Any obligation on a Party not to do something includes an obligation not to agree or allow that thing to be done by another Person so far as this is within that Party’s power or control.

1.3.7 Any reference to an English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to that which most nearly approximates to the English legal term in that jurisdiction.

1.3.8 A reference to this Agreement or to any other agreement or document referred to in this Agreement is a reference to this Agreement or such other agreement or document as varied or novate (in each case, other than in breach of the provisions of this Agreement, and in accordance with the law to which that agreement or document is subject and the particular conditions (if any) of such agreement or document) from time to time.

1.3.9 References to Clauses and Schedules are to be construed as references to the Clauses and Schedules to this Agreement and references to paragraphs are to paragraphs of the relevant Schedule.

1.3.10 Unless the context otherwise requires, any words following the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those term.

1.4 In this (document) references to any statutory provision (or) Legislation are to the provisions as extended, modified, amended, re-enacted or replaced the date on which its construction is relevant for the purposes of this (document) and not as originally enacted or as at the date of this (document).

1.5 Any reference to a statute includes a reference to any regulations or orders made under or pursuant to it.

1.6 If any statutory provision is repealed in part or in whole without re-enactment, extension or modification, this clause will continue to apply as though that provision remained in force (or) to the descriptions of uses within the use classes in being before the date of such repeal.

1.7 In this (document) references to any (document) are to that (document) as extended, modified, amended or novate from time to time on which its construction is relevant for the purposes of this (document) and not as originally made or as at the date of this (document).

COMMENCEMENT AND DURATION

2.1 This agreement shall commence on the Commencement Date and shall continue for a period of 12 years, unless Terminated earlier by either party in accordance with Clause 20 (Termination) or by Clause 13 (Buy Back), for the Term.

2.2 If the Customer wishes to extend the agreement beyond the expiry of the Initial Term, it shall give the Supplier at least 6 months' written notice of such intention prior to the expiry of the Initial Term provided always that the Customer shall not be entitled to extend the Initial Term by more than 2 years. If the Customer provides such notice, then the parties shall negotiate in good faith to agree the terms of such extension by not later than 3 months prior to the expiry of the Initial Term.

The Customer can terminate this agreement before the initial term has completed by serving a break notice on the Supplier 6 months before the break date.

3. THIRD PARTY RIGHTS

Any Rights are granted subject to the Third-Party Rights and the Customer shall not exercise any of the Rights so as to interfere with any Third Party Rights.

SUPPLIERS GENERAL OBLIGATIONS

4.1 The Customer shall appoint the Supplier, and the Supplier shall provide the Services to the Customer, on the terms of this agreement and in consideration of the payment of the Charges by the Customer.

4.2 The Supplier shall at all times:

(a) without prejudice to Clause 18 (Service levels) provide the Services with reasonable care and skill and in accordance with Good Industry Practice;

(b) ensure that all goods, materials, standards and techniques used in providing the Services are of the best quality and are free from defects in workmanship, installation and design;

(c) obtain, maintain and comply with all Consents;

(d) provide such reasonable co-operation and information in relation to the Services to such of the Customer's other suppliers as the Customer may reasonably require for the purposes of enabling any such person to create and maintain any interfaces reasonably required by the Customer;

(e) not do or omit to do anything which may cause the Customer to lose any licence, authority, consent or permission on which it relies for the purposes of conducting its business;

(f) be responsible for and bear all costs incurred in the performance of the Services, including the costs of contracts which are entered into by the Supplier to enable it to perform the Services;

(g) hold all Customer Materials in safe custody at its own risk and maintain the Customer Materials in good condition until returned to the Customer, and not dispose of or use the Customer Materials other than in accordance with the Customer's written instructions or authorisations; and

4.3 All the Supplier's property located or left at the Facilities, including the Equipment, shall remain at the sole risk and responsibility of the Supplier, except that the Customer shall be liable for the loss of or damage to any of the Supplier's property located at the Facilities which is caused by the negligent act or omission of the Customer, its employees, workers, agents, consultants or subcontractors.

DUE DILIGENCE

5.1 The Supplier acknowledges and confirms that:

(a) it has had the opportunity to ask the Customer all the questions it deems relevant to facilitate whether it is able to provide the Services in accordance with the terms of this agreement;

(b) it has received all information requested by it from the Customer pursuant to Clause 5.1(a) to enable it to ascertain whether it is able to provide the Services in accordance with the terms of this agreement;

(c) it has made and shall make its own enquiries to satisfy itself as to the accuracy and adequacy of any information supplied to it by or on behalf of the Customer pursuant to Clause 5.1(b); and

(d) it has entered this agreement in reliance on its own due diligence.

5.2 The Customer warrants that it has supplied to the Supplier all material information relating to its requirements for the Services which has been reasonably requested by the Supplier

5.3 Subject to Clause 5.2, no representations, warranties or conditions are given or assumed by the Customer in respect of any information provided to the Supplier by the Customer and any such representations, warranties or conditions are excluded, save to the extent that such exclusion is prohibited by law.

5.4 The Supplier shall promptly notify the Customer in writing if it becomes aware of any inaccuracies in any information provided to it by the Customer during such due diligence which materially and adversely affects its ability to perform the Services in accordance with this agreement.

5.5 The Supplier shall not be entitled to recover any additional costs from the Customer which arise from, nor be relieved from any of its obligations as a result of, any matters or inaccuracies notified to the Customer by the Supplier in accordance with Clause 5.4 save where such additional costs or adverse effect on performance have been caused by the Supplier having been provided with fundamentally misleading information by or on behalf of the Customer and the Supplier could not reasonably have known that the information was incorrect or misleading at the time such information was provided. If this exception applies, the Supplier shall be entitled to recover such reasonable additional costs from the Customer or shall be relieved from performance of certain obligations as shall be determined by the Change Control Procedure.

IMPLEMENTATION

6.1 The Supplier shall commence the Implementation Operations on the Commencement Date. The Supplier shall perform the Implementation Operations in accordance with the Implementation Plan and shall procure that the Operational Services Commencement Date occurs on or before the Target Operational Services Commencement Date.

6.2 If at any time before the Target Operational Services Commencement Date the Supplier becomes aware that there is, or is likely to be, any circumstance affecting its ability to procure that the Operational Services Commencement Date occurs on or before the Target Operational Services Commencement, it shall notify the Customer in writing immediately, but in any event within five Business Days, specifying:

(a) the circumstances giving rise to, or likely to give rise to, the delay;

(b) the consequences which the delay may have on the Supplier's ability to procure that the Operational Services Commencement Date occurs on or before the Target Operational Services Commencement Date; and

(c) the measures which the Supplier proposes to take to mitigate the effects of the delay.

6.3 The Supplier shall take and continue to take all reasonable steps to eliminate or mitigate the consequences of any delay affecting its ability to procure that the Operational Services Commencement Date occurs on or before the Target Operational Services Commencement Date.

6.4 The Supplier shall commence performance of the Operational Services upon completion to the satisfaction of the Customer of the Implementation Operations in accordance with the Implementation Plan.

6.5 A more detailed explanation of the terms of service (forming a part of this contract) is contained on the Suppliers website and can be provided to Customer on demand.

CUSTOMERS RESPONSIBILITY

7.1 The Customer shall:

(a) comply with the Customer's Responsibilities; and

(b) co-operate with the Supplier in all matters relating to the Services

7.2 Subject to Clause 7.3, if the Supplier's performance of its obligations under this agreement is prevented or delayed by any act or omission of the Customer, its employees, workers, agents, consultants or subcontractors then, without prejudice to any other right or remedy it may have, the Supplier shall be allowed an extension of time to perform its obligations equal to the delay caused by the Customer.

7.3 A failure by the Customer to comply with the terms of this agreement can only relieve the Supplier from complying with its obligations under this agreement with effect from the date on which the Supplier notifies the Customer in writing and in reasonable detail of the Customer's failure and its effect or anticipated effect on the Services.

CUSTOMER’S UNDERTAKING

8.1 The Customer hereby confirms and undertakes that during the term of this Agreement he shall not evict the Occupant(s) from the Unit or even place his own Occupant in the Site.

8.2 The Customer hereby confirms during the Term of this Agreement he waives his rights to evict the Occupant(s) from the Unit or site.

FACILITIES AND MANAGEMENT OF THE SITE

9.1 The Customer hereby exclusively appoints the Supplier for the period of the Term to manage the Unit against ANY Management Fee, along with the duly authorised partners, assigns, subsidiaries and affiliates, for inter alia the following:

(a) Place qualified Occupants in the Unit who are eligible for housing benefit.

(b) Manage all repairs and maintenance of the Unit(s) during the Term of this Agreement against regular and timely payment of the Maintenance Fee to ensure the Unit(s) are in a safe, serviceable and good working order.

(c) All the expenses relevant to the maintenance of the Product(s) shall be borne by the Occupant however if such expenses are not payable by the Occupant then the same shall be paid by the Supplier to the absolute exclusion of the Customer.

(d) Withhold all security deposits on behalf of the Customer required to mitigate against any damage that is not covered under full comprehensive insurance cover.

(e) Ensure that the day-to-day management of the Site is carried through capable personnel/professionals duly hired by the Supplier.

(f) Ensure the Product(s) is insured with a standard cover via Allianz Insurance Plc, however, if premiums increase or the provider is changed then there maybe an increase or decrease in the Management Fee which shall not require anything to be adjusted accordingly.

9.2 In lieu of the management of each Unit the Supplier shall be entitled to payment of Management Fee subject to Schedule 4 as detailed in the Schedule 1.

9.3 With effect from the Commencement Date, the Customer shall grant the Supplier a non-exclusive and revocable licence to enter the Facilities for the sole purpose of carrying out the Implementation Operations and providing the Services to the Customer. The licence shall be subject to the conditions of this agreement, is personal to the Supplier and is not deemed to create a relationship of landlord and tenant between the parties.

9.4 The licence granted pursuant to Clause 9.3 shall terminate immediately on the Termination Date.

9.5 The Supplier shall ensure that when visiting the Facilities, the Supplier's Personnel shall:

(a) act in such a way as to avoid causing unreasonable or unnecessary disruption to the routine and procedures of the Customer; and

(b) comply with all rules and regulations that the Customer notifies to the Supplier from time to time in writing relating to the use and security of the Facilities.

9.6 The Supplier shall ensure that the Supplier's Personnel shall not:

(a) obstruct access to the Facilities, or any part of them; or

(b) do or permit to be done on the Facilities anything which is illegal or which may be or become a nuisance, damage, inconvenience or disturbance to the Customer or the occupiers of or visitors to the Facilities.

9.7 The Supplier shall notify the Customer immediately on becoming aware of any damage caused by the Supplier's Personnel to any property of the Customer, or to any of the Facilities in the course of providing the Services. The Supplier shall be responsible for the reasonable costs of repair or replacement and, without prejudice to its other rights and remedies under this agreement or otherwise, the Customer shall be entitled to set off such reasonable costs of repair or replacement against sums owing to the Supplier under this agreement.

SUBCONTRACTING

10.1 Notwithstanding Clause 26.2, the Supplier can only enter into subcontracting arrangements in accordance with this Clause 10.

10.2 The Customer has consented to the engagement of the Subcontractors listed in Schedule 5 (Subcontractors).

10.3 If the Customer agrees that the Supplier may subcontract its obligations, the Supplier shall implement an appropriate system of due diligence, audit and training designed to ensure the Subcontractor's compliance with the Mandatory Policies.

10.4 The Supplier shall (unless otherwise agreed by the Customer in writing) ensure that each Material Subcontract includes:

(a) the right, under the Contracts (Rights of Third Parties) Act 1999, for the Customer to enforce the terms of that Subcontract as if it were the Supplier; and

(b) a provision enabling the Supplier to assign, novate or otherwise transfer any of its rights and obligations under the Subcontract to the Customer or any Replacement Supplier without restriction (including any need to obtain any consent or approval) or payment by the Customer.

10.5 The Supplier shall not terminate or materially amend the terms of any Material Subcontract without the Customer's prior written consent, which shall not be unreasonably withheld or delayed.

10.6 The Customer may require the Supplier to terminate a Subcontract where the acts or omissions of the relevant Subcontractor have given rise to the Customer's right of termination of this agreement pursuant to Clause 20.2 (Termination for cause) or if there is a change of Control of a Subcontractor or the Subcontractor suffers an Insolvency Event.

10.7 The Supplier shall remain responsible for all acts and omissions of its Subcontractors and the acts and omissions of those employed or engaged by the Subcontractors as if they were its own. An obligation on the Supplier to do, or to refrain from doing, any act or thing shall include an obligation on the Supplier to procure that the Supplier's Personnel shall also do, or refrain from doing, such act or thing.

11. CHARGES, INVOICING, PAYMENT AND RENT

11.1 The Customer shall pay the Charges to the Supplier in accordance with Schedule 4 (Charges and deductions) and Clause 11.

11.2 Except as otherwise provided, the parties shall each bear their own costs and expenses incurred in respect of compliance with their obligations under this agreement.

11.3 All Rental charges owed by the Occupant(s) to the Customer at the end of each month will be paid directly to the Management Company by the Local Authority.

11.4 Management Fee charges payable by the Customer to the Supplier for the management of the site pursuant to Clause 9 are fixed at a sum of £201.00 per calendar month, excluding any additional charges such as insurance but not limited to any additional charges.

11.5 The Supplier may vary, extend, alter or add to any services if it considers that the interests of the occupiers of the Unit (s) as a class will be better served, the amenities in the Customer’s Unit(s) improved and/or the management of the Unit(s) more efficiently conducted.

11.6 All Charges are stated inclusive of VAT which shall be paid by the Customer at the rate and from time to time in the manner prescribed by law.

11.7 Concurrently with the execution of this Agreement and the selection of Occupants in the Unit(s), the Management Company shall guarantee rental monies, also defined as license fee of £358.33 per Unit each calendar month for the Customer.

11.8 The guaranteed rental income, also defined as license fee shall be paid in accordance with the terms of this agreement on a monthly, quarterly, bi-annually or annual basis as the case may be. The payments shall be made by banker’s standing order or by any other method that the Supplier requires at any time by giving notice to the Customer. The guaranteed License fee income shall not be impacted, reduced or deducted in any event including but not limited to a change in the management fees.

11.9 The Supplier hereby undertakes and confirms to the Customer that throughout the Term of this Agreement, it shall be the obligation of the Supplier to pay the value of the rental Monies to the Customer either through the collection of the rental monies from the relevant Local Authority or through its own sources as the case be. The Rental Monies shall be paid in the designated bank account of the Customer which is to be provided on the signing of this agreement.

KEY PERSONNEL

12.1 Each party shall appoint the persons named as such in Part 2 of Schedule 6 (Contract Managers and Key Personnel) as the individuals who shall be responsible for the matters allocated to such Key Personnel. The Key Personnel shall have the authority to act on behalf of their respective party on the matters for which they are expressed to be responsible.

12.2 The Supplier shall not remove or replace any of its Key Personnel unless:

(a) required to do so by the Customer in accordance with Clause 12.3 ;

(b) the person is on long-term sick leave;

(c) the element of the Services in respect of which the individual was engaged has been completed to the Customer's satisfaction;

(d) the person resigns from their employment with the Supplier; or

(e) the Supplier obtains the prior written consent of the Customer.

12.3 Each party shall ensure that the role of each of its Key Personnel is not vacant (in terms of a permanent representative) for more than 21 Business Days. Any replacement shall be as, or more, qualified and experienced as the previous incumbent and fully competent to carry out the tasks assigned to the Key Personnel whom they have replaced. A temporary replacement shall be identified with immediate effect from the Supplier or the Customer becoming aware of the role becoming vacant.

BUY BACK

13.1. The Management company (Supplier) shall have a buy-back option to acquire the relevant product in Schedule 3 Part 2 once the initial Seller of the Unit(s) has been given the Right of First Refusal.

13.2 If the Management Company wishes to exercise its Buy Back Option then it must give a written notice to the Customer (owner) of such intention (the "Notice of Intention").

The Notice of Intention must specify:

(i) its proposed date for acquiring legal and beneficial ownership in the relevant Product that is the subject of the Buy-Back.

(ii) Promptly, but no later than 21 days after receiving the ‘Notice of Intention’ the Customer must respond to the Notice of Intention.

(iii) Any unit(s) within the first 12 years of its manufacture have the buy-back option at the full purchase paid by the Customer. The Buyer must pay the Buyback Price subject to the sum initially paid by Seller as per the “Purchase Agreement” (Attached and amalgamated with this agreement).

13.3 The Customer has the right at any time during the product(s) ownership to sell it any other way and subsequently transfer the product (early termination) as stated in Schedule 3 Part 2, provided 6 months’ prior notice is given to the Supplier and Buy-back options have been exhausted.

13.4 The Customer guarantees that the Supplier will be given the Second option to buy-back the Unit(s) in return for consideration in Schedule 10.

13.5 All parties agree that on the execution of this Management agreement the Supplier will have a buy-back option which it may wish to exercise at any time during the period of this agreement. The Supplier must only give a 21-days written notice to the Customer of the intention to purchase the Unit(s) in return for consideration stated in Schedule 10. Upon receipt of this notice the Customer must offer these terms to the Seller of the Unit(s). If this right to buy-back is not taken by the initial “Seller” of the Unit(s) then the Supplier will have the buy-back option. After receipt of payment, the Supplier will be the new owner of the Unit(s) and the Customer (now former owner) must provide the new owner with an ownership certificate 8 weeks from the date of payment.

GUARANTEES

The Customer undertakes to abide by all policies laid out by the Management Company. These policies include and are not limited to any disputes, maintenance, and evictions. The Customer undertakes to contact the Management company to use its maintenance services.

WARRANTIES

Each party warrants that:

15.1 it has full capacity and authority to enter into and to perform this agreement;

15.2 this agreement is executed by a duly authorised representative of that party;

15.3 there are no actions, suits or proceedings or regulatory investigations pending or, to that party's knowledge, threatened against or affecting that party before any court or administrative body or arbitration tribunal that might affect the ability of that party to meet and carry out its obligations under this agreement;

15.4 once duly executed, this agreement will constitute legal, valid and binding obligations; and

15.5 its Key Personnel shall be authorised to carry out the matters for which they are expressed to be responsible in Schedule 6 (Contract Managers and Key Personnel).

LIMITATION ON LIABILITY

16.1 The Supplier has obtained insurance cover in respect of the Customers \legal liability for individual claims not exceeding £ 100,000 per claim. The limits and exclusions in this clause reflect the insurance cover the Supplier has been able to arrange for the Customer.

16.2 References to liability in this Clause 16 include liability arising under or in connection with this agreement including liability in contract, tort, misrepresentation, restitution or otherwise.

16.3 Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.

16.4 Nothing in this Clause 16 shall limit the Customer's payment obligations under this agreement.

16.5 Nothing in this agreement limits any liability which cannot legally be limited, including liability for:

(i) death or personal injury caused by negligence;

(ii) fraud or fraudulent misrepresentation; and

(iii) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

16.6 Subject to Clause 16.3 (No limitations in respect of deliberate default Clause 16.5 (Liabilities which cannot legally be limited), the Supplier's total aggregate liability to the Customer:

(a) for loss arising from the Supplier's failure to comply with its data processing obligations shall not exceed £ 250,000, subject to exclusions.

(b) in respect of physical damage caused or arising by reason of any act or omission of the Supplier or Supplier's Personnel, shall not exceed £ 40,000 for any one event or series of connected events, subject to exclusions.

16.7 The Service Credits shall be the exclusive financial remedy for the Customer for each Service Failure for which a Service Credit has been set, unless:

(a) any failure to meet the Service Levels (either on an individual basis or in aggregate) constitutes a failure beyond that for which the Service Credits have been set;

(b) the Customer is otherwise entitled to terminate this agreement for the Supplier's repeated breaches; or

(c) the failure to perform the Operational Services in accordance with the Service Levels has arisen due to theft, gross negligence, fraud, fraudulent misrepresentation or wilful default.

16.8 Types of loss and specific losses are not excluded:

(i) Sums paid by the Customer to the Supplier pursuant to the agreement in respect of any Services not provided in accordance with the agreement.

(ii) Wasted expenditure.

(iii) Additional costs of procuring and implementing replacements for, or alternatives to, Services not provided in accordance with the agreement. These include consultancy costs, additional costs of management time and other personnel costs, and costs of equipment and materials.

(iv) Losses incurred by the Customer arising out of or in connection with any third party claim against the Customer which has been caused by the act or omission of the Supplier. For these purposes, third party claims shall include demands, fines, penalties, actions, investigations or proceedings, including those made or commenced by subcontractors, the Supplier's Personnel, regulators and customers of the Customer.

16.9 The Supplier has given commitments as to the compliance of the Services with relevant specifications in Clause 4 (Supplier's general obligations) and Clause 23 (Service levels). In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from this agreement.

INSURANCE

17.1 The Supplier will maintain in force a public liability insurance policy with a limit of at least £2,000,000 per claim; with reputable insurance companies to cover its relevant potential liabilities in connection with this agreement.

17.2 The Supplier will maintain in force a replacement product insurance with a limit of at least £40,000 per claim with a reputable insurance company to cover its relevant potential liabilities in connection with this agreement.

SERVICE LEVELS

18.1 The Supplier shall ensure that the Operational Services meet or exceed the Service Levels at all times from the Operational Services Commencement Date.

If there is a Service Failure, the Supplier shall:

(a) notify the Customer immediately of the Service Failure;

(b) provide the Customer with a Remediation Plan in accordance with Clause 19.4 (Remediation Plan Process);

(c) deploy all additional resources and take all remedial action that is necessary to rectify or to prevent the Service Failure from recurring; and

(d) carry out the actions identified in the Remediation Plan in accordance with its terms.

DISPUTE RESOLUTION PROCEDURE

19.1 If a dispute arises out of or in connection with this agreement or the performance, validity or enforceability of it (Dispute), then, except as expressly provided in this agreement, the parties shall follow the procedure set out in this clause:

(a) either party shall give to the other written notice of the Dispute, setting out its nature and full particulars (Dispute Notice), together with relevant supporting documents. On service of the Dispute Notice, the Contract Managers of each of the parties shall attempt in good faith to resolve the Dispute;

(b) if the Contract Managers of each of the parties are for any reason unable to resolve the Dispute within 30 days of service of the Dispute Notice, the Dispute shall be referred to the Account Manager of the Customer and the Property Manager of the Supplier who shall attempt in good faith to resolve it; and

(c) if the Account Manager of the Customer and the Property Manager of the Supplier are for any reason unable to resolve the Dispute within 30 days of it being referred to them, the parties agree to enter into mediation in good faith to settle the Dispute in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties within 21 days of service of the Dispute Notice, the mediator shall be nominated by CEDR. To initiate the mediation, a party must serve notice in writing (ADR notice) to the other party to the Dispute, referring the dispute to mediation. Unless otherwise agreed between the parties, the mediation will start not later than 28 days after the date of the ADR notice.

19.2 The commencement of mediation shall not prevent the parties commencing or continuing court proceedings in relation to the Dispute under (Jurisdiction), which clause shall apply at all times.

19.3 If the Dispute is not resolved within 35 days after service of the ADR notice, or either party fails to participate or ceases to participate in the mediation before the expiry of that 35-day period, or the mediation terminates before the expiry of that 35-day period, the Dispute shall be finally resolved by the courts of England and Wales in accordance with (Jurisdiction) in this agreement.

19.4 if the Supplier defaults in any of its obligations under this agreement and the default is capable of remedy the customer may not terminate the agreement without first operating the remediation plan process (to be provided by the Supplier) and a plan for remediation must be agreed between the parties.

TERMINATION

20.1 Without affecting any other right or remedy available to it, either party may terminate this agreement on giving not less than 6 months’ notice on the relevant break dates.

20.2 Without affecting any other right or remedy available to it, and subject to Clause 19.4 (Remediation Plan Process), the Customer may terminate this agreement by giving a 4 week written notice to the Supplier or on the expiry of the period specified in the Termination Notice if one or more of the following circumstances occurs or exists:

(a) the Supplier is in material breach of this agreement, which is irremediable;

(b) the Supplier fails to procure that the Operational Services Commencement Date occurs on or before the Operational Services Commencement Longstop Date;

(c) the parties fail to agree the Remediation Plan in accordance with the Remediation Plan Process;

(d) the Supplier fails to implement or successfully complete the Remediation Plan in accordance with the Remediation Plan Process;

(e) the Supplier has committed 6 Critical Service Failure(s);

(f) the Supplier suffers an Insolvency Event; or

(g) there is a change of Control of the Supplier to which the Customer reasonably objects, provided that the Customer serves its Termination Notice within 6 month 2 year increments of the date on which the Supplier informs the Customer (by written notice) of the change of Control or on which the Customer otherwise becomes aware of the change of Control.

20.3 Where the Customer wishes to terminate this agreement for convenience:

(a) the Customer may terminate this agreement at any time, on giving not less than 6-month notice in 2-year increments prior written notice to the Supplier and

(b) if the Customer terminates this agreement pursuant to Clause 20.3(a) and such termination takes effect before the end of the Initial Term the Customer shall be obliged to pay the Termination Compensation to the Supplier to compensate the Supplier for the loss of the benefit of this agreement.

20.4 Either party may, during the continuance of any Force Majeure Event, terminate this agreement by written notice to the other if a Force Majeure Event occurs that affects all or a substantial part of the Services and which continues for more than 35 Business Days.

20.5 Without affecting any other right or remedy available to it, the Supplier may terminate this agreement by giving the Customer written notice if:

(a) the Customer commits a material breach of any other term of this agreement and (if such breach is remediable) fails to remedy that breach within a period of 28 days after being notified in writing to do so;

(b) the Customer repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement; or

(c) the Customer suffers an Insolvency Event.

20.6 For the purposes of Clause 20.2(a) and Clause 20.5(b), material breach means a breach (including an anticipatory breach) that is serious in the widest sense of having a serious effect on the benefit which the terminating party would otherwise derive from:

(a) a substantial portion of this agreement; or

(b) any of the obligations set out in clauses 6, 8,11, 23, 24

over the Term In deciding whether any breach is material no regard shall be had to whether it occurs by some accident, mishap, mistake or misunderstanding. A party terminating for material breach may rely on a single material breach or several breaches or repeated breaches that, taken together, constitute a material breach.

20.7 In the event of termination for any reason, the power of responsibility held by the supplier in this capacity will transfer to the Customer. This transfer will allow the Customer to liaise directly with the Property Manager, Modular Vanguard LTD, to manage the pertained unit(s) and collect any rental monies.

CONSEQUENCES OF TERMINATION AND SURVIVAL

21.1 On the Termination Date, the Supplier shall:

(a) vacate the Facilities leaving them clean and tidy and removing any materials or equipment belonging to it. The Customer may dispose of any materials or equipment that have not been removed within 35 days of termination or expiry of this agreement and shall not be obliged to account to the Supplier for the same;

(b) deliver the Documentation to the Customer; and

(c) return to the Customer such of the following as are in the Supplier's possession or control:

(i) security and access keys and codes issued to the Supplier's Personnel;

(ii) the Customer Materials;

(iii) any other equipment which belongs to the Customer; and

(iv) any items that have been on-charged to the Customer, such as consumables, and if the Supplier fails to do so, then the Customer may enter the Supplier's premises and take possession of them.

21.2 On the Termination Date, the Customer shall immediately pay any outstanding unpaid invoices and interest due to the Supplier. The Supplier shall submit invoices for any Services or items that it has supplied, but for which no invoice has been submitted, and the Customer shall pay these invoices immediately on receipt.

21.3 Upon Completion of the Term of this Agreement which is proposed at 12 years any removal, storage and transportation costs of the Unit(s) will be due by the Customer to the Supplier.

21.4 On the Termination Date, each party shall return to the other party all Confidential Information of the other party and erase all of the other party's Confidential Information from its computer systems (to the extent possible) and shall certify that it does not retain the other party's Confidential Information.

21.5 Any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect including clause 4, 10, 16 25 and 26.

21.6 Termination or expiry of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the Termination Date, including the right to claim damages in respect of any breach of the agreement which existed at or before the Termination Date.

EXIT ASSISTANCE AND SERVICE TRANSFER

Without prejudice to any other rights and obligations in this agreement, in the event of termination or expiry of the agreement the parties shall comply with the provisions of Schedule 8 (Exit Management Plan and service transfer arrangements) and the Supplier shall co-operate fully with the Customer to ensure an orderly migration of the Services to the Customer or, at the Customer's request, the Replacement Supplier.

CONFIDENTIALITY

23.1 Each party undertakes that it shall not at any time during this agreement, and for a period of 6 years after termination or expiry of this agreement, disclose to any person any Confidential Information, except as permitted by Clause 23.2.

23.2 Each party may disclose the other party's Confidential Information:

(a) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's Confidential Information comply with this Clause 23.2(a); and

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

23.3 No party shall use any other party's Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.

EVENTS OF DEFAULT

Each of the following events shall constitute an “Event of Default”

24.1 Failure by the Parties to comply with or fulfil any covenant, undertaking or agreement made in or pursuant to the Agreement

24.2 Failure of the Supplier to pay the rental monies payable to the Customer under this agreement.

24.3 any representation, warranty or statement made:

(i) By any Party in or pursuant to this Agreement, notice, document, certificate, statement or other instrument delivered by or on its behalf pursuant to any of this Agreement proves to be incorrect, in any material respect when made in accordance with the provisions hereof, which adversely effects the other Party’s ability to perform under this Agreement; or

(ii) Any event occurs which, in the judgment of a Party, may adversely affect the other Party’s ability to perform its obligations under this Agreement; or

24.4 The liquidation, winding up or bankruptcy of the Supplier; or

24.5 The Parties have not complied with terms and conditions of this Agreement or

24.6 By any Party in or pursuant to this Agreement, notice, document, certificate, statement or other instrument delivered by or on its behalf pursuant to any of this Agreement proves to be incorrect, in any material respect when made in accordance with the provisions hereof, which adversely effects the other Party’s ability to perform under this Agreement; or

24.7 Any event occurs which, in the judgment of a Party, may adversely affect the other Party’s ability to perform its obligations under this Agreement

24.8 Any change in law which may have the effect of adverse effect, or which affects the Supplier’s ability to make payments to the Customer, particularly the rental monies when due;

25. FORCE MAJEURE

25.1 Force Majeure Event means any circumstance not within a party's reasonable control including:

(a) acts of God, flood, drought, earthquake or other natural disaster;

(b) epidemic or pandemic;

(c) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;

(d) nuclear, chemical or biological contamination or sonic boom;

(e) any law or any action taken by a government or public authority, including imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent;

(f) collapse of buildings, fire, explosion or accident; and

(g) any labour or trade dispute, strikes, industrial action or lockouts (other than in each case by the party seeking to rely on this clause, or companies in the same Group as that party); and

(h) non-performance by suppliers or subcontractors (other than by companies in the same Group as the party seeking to rely on this clause); and

(i) interruption or failure of utility service.

25.2 Provided it has complied with Clause 25.4, if a party is prevented, hindered or delayed in or from performing any of its obligations under this agreement by a Force Majeure Event (Affected Party), the Affected Party shall not be in breach of this agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.

25.3 The corresponding obligations of the other party will be suspended, and its time for performance of such obligations extended, to the same extent as those of the Affected Party.

25.4 The Affected Party shall:

(b) use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.

25.5 The Supplier cannot claim relief if the Force Majeure Event is one where a reasonable service provider should have foreseen and provided for the cause in question, or if it is attributable to a failure by the Supplier to comply with the provisions of the Disaster Recovery and Business Continuity Plan (unless such failure is also due to a Force Majeure Event affecting the operation of the Disaster Recovery and Business Continuity Plan).

26. GENERAL

26.1 Assignment and other dealings

(a)The Supplier shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this agreement without the prior written consent of the Customer (such consent not to be unreasonably withheld or delayed).

(b)The Customer may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this agreement, provided that it gives prior written notice of such dealing to the Supplier and exhausted all options under this agreement and any other agreements it may have entered into.

26.2 Waiver

(a) A waiver of any right or remedy under this agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

(b) A failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.

26.3 Severance

(a) If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.

(b)If any provision or part-provision of this agreement is deemed deleted under Clause 31.4(a), the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

26.4 Notices

(a) Any notice given to a party under or in connection with this agreement shall be in writing and shall be:

(i) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by fax to its main fax number or sent by email to the address compliance@concept-capital-group.com

(b) Any notice shall be deemed to have been received; (i) if delivered by hand, at the time the notice is left at the proper address, (ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or (iii) if sent by fax or email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this Clause 26.5(b)(iii), business hours means 9.00 am to 6.00 pm Monday to Friday on a day that is not a public holiday in the place of receipt.

(c) This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

26.5 Rights

(a) Unless it expressly states otherwise, this agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

(b) The rights of the parties to rescind or vary this agreement are not subject to the consent of any other person.

26.6 Inadequacy of damages

Without prejudice to any other rights or remedies that the Customer may have, the Supplier acknowledges and agrees that damages alone would not be an adequate remedy for any breach of the terms of this agreement by the Supplier. Accordingly, the Customer shall be entitled to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of the terms of this agreement.

26.7 No partnership or agency

(a) Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other party, or authorise either party to make or enter into any commitments for or on behalf of the other party.

(b) Each party confirms it is acting on its own behalf and not for the benefit of any other person.

26.8 Counterparts

(a) This agreement may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.

(b) Transmission of an executed counterpart of this agreement (but for the avoidance of doubt not just a signature page) by (a) fax or (b) email (in PDF, JPEG or other agreed format) shall take effect as the transmission of an executed "wet-ink" counterpart of this agreement. If method of transmission is adopted, without prejudice to the validity of the agreement thus made, each party shall on request provide the others with the "wet-ink" hard copy originals of their counterpart.

26.9 Announcements

No party shall make, or permit any person to make, any public announcement concerning the existence, subject matter or terms of this agreement, the wider transactions contemplated by it, or the relationship between the parties, without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including any relevant securities exchange), any court or other authority of competent jurisdiction.

26.10 Conflict

If there is an inconsistency between any of the provisions in the main body of this agreement and the Schedules, the provisions in the main body of this agreement shall prevail.

26.11 Rights and remedies

26.11.1 Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

26.11.2 Without prejudice to any other rights of the Customer, the Customer may, upon acquiring knowledge of the occurrence of an Event of Default, serve a notice to the defaulting party in writing (“Notice to Remedy”) specifying the Event of Default that has occurred and giving (subject to the proviso below) the defaulting party ten (10) Business days to remedy the default; and (b) in the event that the defaulting party does not remedy the default within ten (10) Business Days, serve a notice to the defaulting party (“Penalty Notice”) in writing declaring that the entire outstanding amount and any other amounts payable by the defaulting party under this Agreement have become due and payable, which amounts shall forthwith become due.

26.11.3 In the event the Supplier ceases trading, unable to fulfil its obligations for any reason or unable to collect rental monies on behalf of the Customer. The power of responsibility held by the Supplier in this capacity will transfer to the Customer. This transfer will allow the customer to obtain a new trusted supplier or liaise directly with the management company to manage the pertained unit(s) and collect any rental monies. This transfer will be without prejudice to any right or remedy of the Supplier in respect of any antecedent breach of the Customer’s covenants in this agreement.

26.12 Further assurance

Each party shall, and shall use all reasonable endeavours to procure that any necessary third party shall, promptly execute and deliver such documents and perform such acts as may reasonably be required for the purpose of giving full effect to this agreement.

26.13 Governing Law

26.14 Jurisdiction

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

Management Agreement Schedule

Schedule 1

Description of the Services the Supplier will provide includes:

1.1 The Supplier to deal with any day-to-day queries from the Customer.

1.2 The Supplier will collect any rental income on behalf of the Customer.

1.3 Resolution of any problems arising, either with the Supplier or the Occupants in line with this Agreement.

Schedule 2

Customer’s Responsibility

Part 1

Customer Materials

The Customer shall provide the Supplier with the following documents, information, items and materials:

PROOF OF IDENTIFICATION

Current signed passport
Valid UK driving license
EEA member state identity card

PROOF OF ADDRESS

Valid UK driving license
Bank/ Building Society statement
Credit Card statement
UK, EU, EEA Mortgage statement
Utility Bill
Telephone Bill
Council Tax

LIMITED COMPANIES & PLCs

Certificate of Incorporation
Memorandum of association
Articles of Association
Proof of address

TRUSTEES:

If you are acting as a Representative of a Trust, we require the following:

Trust deed
List of trustees
List of beneficiaries

Individual identity evidence from List A & B for all individuals with a vested interest in 25% or more of the capital and/or those who exercise control over the Trust.

Where appropriate, the source or destination of funds may also be requested.

Part 2

Access

The Customer shall:

1.1 Respond to and provide such documentation, data and other information as the Supplier reasonably requests for the Supplier to discharge its obligations under this agreement;

1.2 Respond to requests for information in a prompt and timely manner, where such requests are reasonably made by or on behalf of the Supplier to enable the Supplier to discharge its obligations under this agreement; and

1.3 Subject to their compliance with the Security Policy, provide such access for any of the Supplier's Personnel to such parts of the Facilities during Core Hours and at such other hours as may be arranged in advance as the Supplier reasonably requires for the Supplier to discharge its obligations under this agreement.

Part 3

Facilities and Equipment

The Customer shall:

1.1 Not service, maintain or attempt repair to the Facilities, or any part of them, or Equipment, directly or through a third party, without the consent of the Supplier.

Schedule 3

Location and Product

Part 1

The Location of the Facility where the Service will be provided:

Operating residential park home site in the UK with a plot of land measuring 20 meter's long, 6.8 meter's wide.

Part 2

Description of the Product(s) the Service will be provided for:

Product Name: Prefabricated Static Home(s)” means a manufactured residential static home/mobile home/Pre-Fabricated Unit.

BS3632 Building regulation quality standard

Part 1

1.1 Double glazed windows

1.2 Bathroom extractor fan

1.3 Integrated oven, hob and extractor

1.4 LED strip lighting in main bedroom

1.5 Gas central heating 28KW

1.6 Internal LED spotlights throughout

1.7 LED spotlights in kitchen kick boards

1.8 LED spotlights in external roof peaks & front canopy

1.9 Adam Abbey fireplace in stone effect

Part 2

2.1 Two Static Home size variation options from - “36 x 12” and “39 x 12”

2.2 Multiple configurations available - 2-3 bedrooms and 3 kitchen variation

2.3. 3 upgrade packages available.

Schedule 4

Charges and Deductions

Part 1

Service Charges pursuant to Clause 11.4
Exit Assistance Charges- To be determined upon completion of the term

Part 2

Service Credits

Schedule 5

Subcontractors

Name and address of Subcontractor: Modular Vanguard Ltd

Registered address: 13 Hanover Square, London, England, W1S 1HN

Company number: 14403763

Product/service description: Property Management Service

Schedule 6

Contract Managers and Key Personnel

Part 1

Contract Managers:

Concept Capital Group Ltd
Modular Vanguard Ltd

Part 2

Key Personnel:

Mr Mohammed Shanteer
Mr Ian Anthony Elliott
Mr Adrian Felix
Mr Ernest Moore
Mr Christopher Lautier

Schedule 7

Mandatory polices

Part 1

The Customer shall:

1.1 Comply with all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (the “Relevant Requirements”);

1.2 Not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the United Kingdom;

1.3 Have and shall maintain in place throughout the term of this Agreement its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements, the “Relevant Policies” and Schedule 7, 1.2 and will enforce them where appropriate; and (1.4) notify the Supplier (in writing) if it becomes aware of any breach of Schedule 7 1.1 or 1.2 or has reason to believe that it or any person associated with it has received a request or demand for any undue financial or other advantage .

1.4 Notify the Supplier (in writing) if it becomes aware of any breach of Schedule 7, or has reason to believe that it or any person associated with it has received a request or demand for any undue financial or other advantage .

Part 2

2.1 The Customer shall ensure that any person associated with the Customer who is performing services in connection with this Agreement does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on the Customer. The Customer shall be responsible for the observance and performance by such persons of any Relevant Terms of this Agreement and shall be directly liable to the Supplier for any breach by such persons of any of the Relevant Terms.

Schedule 8

EXIT MANAGEMENT PLAN AND SERVICE TRANSFER ARRANGEMENTS

1. INTERPRETATION

The following definitions apply in this Schedule 8 only.

Fair Market Value: the fair market value of the relevant asset(s) in accordance with the price the goods would sell on the open market.

Net Book Value: the net book value of the relevant asset(s) calculated in accordance with Schedule 10

Registers: the registers referred to in Paragraph 3.1(a) of this Schedule 8.

2. PURPOSE OF SCHEDULE

2.1 The Supplier is required to ensure the orderly transition of the Services to the Customer or Replacement Supplier (as applicable) in the event of any termination or expiry of this agreement. This Schedule 8 describes the roles and responsibilities of the parties which are intended to achieve this.

3. OBLIGATIONS DURING THE TERM TO FACILITATE EXIT

3.1 During the Term, the Supplier shall:

(a) create, maintain and promptly make available to the Customer on request registers of:

(i) all assets (excluding assets owned by the Customer) required to perform the agreement, detailing their ownership status, whether they are used exclusively for this agreement, conditions and physical location, and their Net Book Value;

(ii) subcontracts and other agreements (including software license's) required to perform the agreement;

(iii) operational risks relating to the Services;

(iv) all performance records and standards in relation to the Services; and/ OR

(b) compile and maintain a procedures manual, describing how the Operational Services are delivered, including the processes used; and

(c) maintain copies of any Subcontracts or other agreements referred to in the Registers.

4. EXIT MANAGEMENT PLAN

4.1 The Supplier shall, within 12 months of the Commencement Date submit an Exit Management Plan to the Customer which complies with the requirements of this Schedule.

4.2 The parties shall use their reasonable endeavours to agree the contents of the Exit Management Plan.

4.3 The Exit Management Plan shall:

(a) address each of the issues set out in this Schedule to facilitate the transition of the Services from the Supplier to the Customer or Replacement Supplier (as applicable) and ensure that there is no disruption in the supply of the Services and no deterioration in the quality of delivery of the Services;

(b) detail how the Services will transfer to the Customer or Replacement Supplier (as applicable);

(c) provide a timetable for exit and compliance with the requirements of the agreement

4.4 The Supplier shall review and, if appropriate, update the Exit Management Plan on a basis consistent with the principles set out in this Schedule:

(a) to reflect any changes in the Services that have occurred since the Exit Management Plan was last agreed; and

(b) following any major change to the Services under the agreement.

4.5 During the Exit Period, the Supplier shall comply with all its obligations in the Exit Management Plan.

5. EXIT ASSISTANCE

5.1 During the Exit Period, the Supplier shall:

(a) provide the Customer or Replacement Supplier with a procedures manual

(b) provide access, during Business Hours, to the Customer or Replacement Supplier to:

(i) any information relating to the Services as remains in the possession or control of the Supplier; and

(ii) such members of the Supplier's Personnel involved in the provision of the performance of the agreement and who are still employed or engaged by the Supplier

5.2 The charges for the Exit Assistance shall be as below:

(a) there shall be an administrative charge of 1% that is at least £429 to change the certificate of ownership. This charge is applicable only if the Buyer sells to a third party independently without assistance from the Supplier.

(b) if the home is sold by the Supplier for and on behalf of the Buyer, the Supplier & the Buyer agree to half of the profit that is made from the sale of the home. The Buyer and Seller shall be responsible for the entire costs incurred to completing the sale, including but not limited to commissions and marketing costs.

(c) the Buyer shall be responsible for all costs incurred in the event the Buyer chooses to relocate from the location as part of the Exit Management Plan.

6. TRANSFER OF ASSETS

6.1 At least 28 Business Days before the Termination Date, the Supplier shall provide the Customer with the Register referred to in Paragraph 3.1(a)(i), indicating which assets are capable of legal transfer to the Customer or Replacement Supplier (as applicable).

6.2 The Customer shall notify the Supplier at least 7 Business Days after receipt of the list pursuant to Paragraph 7.1 which, if any, assets need to be transferred to it or the Replacement Supplier (as applicable). The Supplier shall sell any transferring assets to the Customer or Replacement Supplier (as applicable) at Net Book Value. Risk in such transferring assets shall pass to the Customer or Replacement Supplier (as applicable) on the Termination Date and title shall pass to the Customer or Replacement Supplier (as applicable) on payment for the same.

7. TRANSFER OF CONTRACTS

7.1 At least 14 Business Days before the Termination Date, the Supplier shall provide the Customer with the up-to-date Register referred to in Paragraph 3.1(a), identifying which contracts are used exclusively to deliver the Services.

7.2 The Customer shall notify the Supplier at least 14 Business Days after receipt of the list pursuant to Paragraph 8.1 which exclusive third-party contracts, if any, the Customer requires to be transferred to it or the Replacement Supplier (if applicable).

7.3 The Supplier shall, at the Customer's request and with the co-operation of the Customer, procure the novation to the Customer or Replacement Supplier (as applicable) of any transferring third party contracts notified to it under Paragraph 8.2.

Schedule 9

Full Product Report - New

Refurbishment Schedule - Year 6: Soft Refurbishment

- Year 12: Full Refurbishment

Schedule 10

Consideration given for Buy-Back

The Buyer shall have Break Investment Guarantee in which the Buyer shall recover the complete purchase price once the agreement is terminated on the Break Date. No depreciation for 12 years, all consideration is at the original price paid for the product price of £ 39,974.00

Unit sold 12+ years Break Year Break Date Notice (Month)

2 Month 18

4 Month 42

6 Month 66

8 Month 90

10 Month 114

12 Month 138

I have read and understood the full context of the MANAGEMENT AGREEMENT SCHEDULE

AGREED by the Parties

I acknowledge schedules 1 to 10 of the Management Agreement Contract which forms part of the entire Management Agreement for a Residential Prefabricated Full Occupancy Static Unit

I agree to the terms set out in the Management Agreement for a Residential Prefabricated Full Occupancy Static Unit

I agree to both the terms of the purchase and management agreement of a residential Prefabricated full occupancy Static Unit

Dear Sir/ Madam

Pursuant to the Purchase Agreement dated October 18, 2024 entered between us (the “Agreement”), we the undersigned in our capacity as the Seller, under the Agreement, do hereby confirm that we have now fulfilled the requirements of the Payment Notice in accordance with the Agreement and also confirm that you have fulfilled conditions of the Agreement.

As per the Agreement, you have agreed to purchase Units and now through this Payment Notice we demand you to transfer to our following designated bank account:

Bank Name: Natwest Westminster Bank

Title: Concept Capital Group Ltd

Sort Code: 601113

Account Number: 20395906

IBAN: GB07 NWBK 6011 1320 3959 06

We confirm that upon receipt of the Price, the Agreement shall become effective.

Kind Regards

The Seller

The parties have signed this Agreement on the date(s) below

Customer

On behalf of Customer

Registered Address

On October 18, 2024

Supplier

Concept Capital Group Ltd

Mr Ian Anthony Elliott

On behalf of Supplier

Registered Address

The News Building, 3^rd Floor

3 London Bridge Street

London, SE1 9SG

On October 18, 2024

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Signed by Ian Elliot - Director on behalf of Concept Capital Group
Signed On: March 28, 2024

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March 28, 2024 2:48 pm BST

PRE-EXISTING PURCHASE AND MANAGEMENT AGREEMENT 39974 Uploaded by Ian Elliot - Director on behalf of Concept Capital Group - compliance@concept-capital-group.com IP 212.161.36.222