Free Option Agreement for Sale of Land (UK)

OPTION AGREEMENT — DEED

Common Law Contract  ·  LP(MP)A 1989 S.2  ·  LURA 2023 S.225 Awareness  ·  England And Wales

THIS OPTION AGREEMENT is made on 18 June 2026 between:

(1) Wendover Lower Holding Limited of Wendover Lower Holding, The Causeway, Wendover, Buckinghamshire HP22 6JA (Company No. 04832197) (the "Grantor"); and

(2) Chilterns Strategic Land Partners LLP of 14 St James's Square, London SW1Y 4LB (Company No. OC397248) (the "Grantee").

WHEREAS the Grantor is the registered proprietor of the freehold land known as Wendover Lower Holding — South Field and adjoining hedgerow, approximately 12.4 hectares of agricultural land registered at HM Land Registry under title number BM724859 (the "Property") and the Grantor is willing to grant to the Grantee an option to purchase the Property on the terms set out below;

AND WHEREAS the Grantee wishes to take the Option and has agreed to pay an Option Fee to the Grantor for the privilege;

NOW THIS DEED WITNESSES as follows.

This Agreement complies with Law of Property (Miscellaneous Provisions) Act 1989 s.2 — in writing, incorporating all expressly agreed terms, signed by both parties. It is executed and delivered as a deed under LP(MP)A 1989 s.1; the limitation period for any claim under this deed is 12 years (Limitation Act 1980 s.8).

1.1 Grant. In consideration of the Option Fee, the Grantor HEREBY GRANTS to the Grantee the right (but not the obligation) to purchase the Property at the Exercise Price (clause 4) by giving the Exercise Notice (clause 3) within the Option Period (clause 2).

1.2 Irrevocable offer. This Option, once granted, constitutes an irrevocable offer by the Grantor to sell the Property at the Exercise Price; the Grantor may NOT withdraw this offer during the Option Period (Spiro v Glencrown Properties Ltd [1991] Ch 537). The Grantor is bound; only the Grantee may decline to exercise.

1.3 Exclusivity. EXCLUSIVE — the Grantor undertakes NOT to sell, offer to sell, or grant any option or pre-emption right over the Property to any other person during the option period.

2.1 Period. The Option Period commences on the date of this Agreement (18 June 2026) and ends on the date 60 months after that date (the "Option Period"). If the Option is not exercised by the expiry of the Option Period it lapses; the Grantee's rights cease and the Option Fee is non-refundable.

2.2 Time of essence. Time is of the essence in respect of the exercise of this Option (United Scientific Holdings Ltd v Burnley BC [1978] AC 904 — time presumptively of essence in options). Any notice of exercise served outside the Option Period is void.

3.1 Form. The Grantee exercises this Option by serving on the Grantor a written notice (the "Exercise Notice") stating: (a) that the Grantee exercises this Option; (b) the Exercise Price (calculated per clause 4); and (c) the proposed completion date (a date no later than 20 working days after the date of service of the Exercise Notice).

3.2 Service. The Exercise Notice shall be served BY RECORDED DELIVERY POST to the Grantor at the address specified above (deemed received on second working day after posting).

3.3 Strict construction. The Exercise Notice must comply strictly with the requirements of this Agreement — Mannai Investment Co Ltd v Eagle Star Life Assurance Co Ltd [1997] AC 749. Substantial compliance is insufficient where the Grantor would reasonably be misled.

4.1 Basis. The Exercise Price for the Property is calculated on the basis of a PERCENTAGE OF OPEN MARKET VALUE at the exercise date (determined by RICS valuation).

4.2 OMV percentage. The Exercise Price is the agreed percentage of the open market value of the Property at the exercise date, as determined by a RICS valuer.

5.1 Fee. The Grantee has paid to the Grantor on or before the date of this Agreement the sum of 125,000.00 GBP (the "Option Fee") in consideration for the grant of this Option. Receipt is acknowledged.

5.2 Treatment on exercise. The Option Fee is non-refundable and is RETAINED by the Grantor on exercise (it is not credited against the Exercise Price).

5.3 Treatment on lapse. If the Option lapses unexercised, the Option Fee is non-refundable.

6.1 Date. Completion shall take place on the date specified in the Exercise Notice (a date no later than 20 working days after service of the Exercise Notice).

6.2 Form of transfer. Completion shall be by execution and delivery of Form TR1 (Transfer of Whole of Registered Title) under HM Land Registry rules. The Transferor warrants full title guarantee (LP(MP)A 1994 s.2).

6.3 SDLT. The Grantee is responsible for any SDLT (or LTT in Wales) arising on the transfer; the SDLT1 return is due within 14 days of the effective date (FA 2003 s.76 as amended by FA 2019).

7. OPTION PERIOD + EXERCISE MECHANISM — UNITED SCIENTIFIC + MANNAI.

(A) TIME OF ESSENCE — UNITED SCIENTIFIC HOLDINGS v BURNLEY BC [1978] AC 904. The House of Lords confirmed that time is presumptively of the essence in respect of the exercise of an option. Any notice served outside the option period is invalid; the option lapses; the Grantee's rights cease. This Agreement expressly confirms that time is of the essence — the strict expiry deadline applies.

(B) STRICT CONSTRUCTION — MANNAI INVESTMENT [1997] AC 749. The House of Lords (Lord Hoffmann) held that an exercise notice must comply strictly with the requirements of the option. Where the form of the notice is prescribed, even minor deviations may invalidate the notice if a reasonable recipient would be misled. The exercise notice in this Agreement must contain: (i) clear statement that the Grantee exercises the Option; (ii) calculation of the Exercise Price; (iii) the proposed completion date; (iv) appropriate signatory and authority.

Exercise notice form for this Agreement:
NOTICE OF EXERCISE OF OPTION. To: Wendover Lower Holding Limited (08736249). From: Chilterns Strategic Land Partners LLP (OC397248). The Grantee hereby exercises the Option granted on 18 June 2026 to purchase the Property at Wendover Lower Holding — South Field (Title No. BM724859) at the Exercise Price calculated per Clause 4 (being 85% of the open market value at the exercise date as determined by the valuation panel under Clause 9). Completion is to take place on [Date — being within 20 working days of service of this Notice]. Signed by [Authorised Signatory for Chilterns Strategic Land Partners LLP], dated [Date].

(C) DELIVERY MECHANICS. The exercise notice in this Agreement is served by BY RECORDED DELIVERY POST to the Grantor at the address specified above (deemed received on second working day after posting). Deemed receipt: (i) recorded delivery — second working day after posting; (ii) hand delivery — receipt acknowledged by signed return; (iii) email — read receipt or response (deemed received next working day if read receipt is suppressed).

(D) COMPLETION PERIOD. The completion date specified in the exercise notice must be a date no later than 20 working days after service. The completion follows standard conveyancing process — title investigation, pre-completion enquiries, SDLT analysis, exchange of contracts is not required (this Option Agreement IS the contract; exercise creates the binding sale).

Mechanism narrative:
The exercise mechanism reflects standard development-option practice. Time is expressly of the essence (United Scientific Holdings v Burnley BC [1978] AC 904) — the Grantee diaries the 60-month long-stop date (18 June 2031) and exercises no later than that date. The exercise notice template above complies with Mannai Investment [1997] AC 749 strict-construction principle — clear identification of: (i) parties; (ii) property; (iii) operative exercise wording; (iv) calculated Exercise Price; (v) completion date within 20 working days. The notice is served by recorded delivery to the Grantor's registered office (deemed received on 2nd working day after posting). Copy provided to Grantor's solicitors at the same time as a courtesy. Completion follows on the date specified in the notice — typically 15-20 working days post-exercise to allow conveyancing process (title investigation, SDLT analysis, completion funds preparation). The Option Agreement IS the contract (LP(MP)A 1989 s.2 compliant); no further exchange of contracts is required — the exercise notice creates the binding sale.

8. CONDITIONAL TRIGGERS — TOTAL OIL v THOMPSON GARAGES [1972] + CERTAINTY.

Conditional options. The exercise of this Option may be made conditional on the occurrence of one or more pre-defined events. The Court of Appeal in Total Oil Great Britain Ltd v Thompson Garages (Biggin Hill) Ltd [1972] 1 WLR 318 emphasised that conditions must be CLEAR and CERTAIN — vague conditions ("subject to planning") without machinery for determination may be void for uncertainty. This Agreement adopts the following conditions:

(A) PLANNING CONSENT. The Grantee may exercise the Option only after the grant of a satisfactory planning permission in respect of the Property. "Satisfactory" means a planning permission for residential development of at least 12 dwellings per acre, with no condition imposing affordable housing in excess of 30% by floor area, and with no condition requiring contributions to off-site infrastructure in excess of GBP 25,000 per dwelling. The Grantee shall use all reasonable endeavours to pursue the planning application; the Grantor shall co-operate (including as the landowner signing the planning application form).

(D) ADDITIONAL CONDITIONS:
(D) ENVIRONMENTAL CLEARANCE — the Option may be exercised only after the Grantee's environmental consultant confirms in writing that the Property is free from significant contamination (no Part 2A Environmental Protection Act 1990 contaminated-land designation; no historic landfill within the Property boundary). (E) UTILITY CAPACITY — the Option may be exercised only after the Grantee obtains written confirmation from Thames Water that mains water and sewerage capacity is available for a development of at least 60 dwellings on the Property without requiring off-site infrastructure contributions exceeding GBP 250,000.

LONG-STOP DATE. If a condition fails to be satisfied by the long-stop date (the last date of the Option Period), the Option lapses; the Grantee may NOT exercise after that date even if the condition is subsequently satisfied.

Triggers narrative:
The conditional triggers structure reflects Chilterns Strategic's development strategy. (A) Planning condition — at least 12 dwellings per acre = approximately 367 dwellings on 12.4 ha (assuming 30% open space + roads); affordable housing cap at 30% reflects the local Buckinghamshire policy plus 5% buffer; Section 106 cap at GBP 25,000 per dwelling reflects the typical Chiltern District infrastructure contribution. The condition is sufficiently CERTAIN per Total Oil v Thompson Garages [1972] — specific thresholds, no vague "satisfactory" language. (B) Pre-emption release — not applicable here; the Grantor warrants no subsisting pre-emption rights at the Agreement date. (C) Lease surrender — not applicable here; the Property is agricultural land let on a 1-year farm business tenancy that terminates by effluxion of time on 31 March 2031 (before the long-stop date). (D) Environmental clearance and (E) utility capacity are bespoke conditions added for this transaction. Long-stop date: 18 June 2031 (the end of the 60-month Option Period); if any condition is not satisfied by that date the Option lapses. The Grantee will diary half-yearly review of progress against each condition.

9. EXERCISE PRICE FORMULA — SUDBROOK MACHINERY + CERTAINTY.

Sudbrook Trading Estate Ltd v Eggleton [1983] 1 AC 444 — the House of Lords held that a price-determination MACHINERY (where price is to be agreed by valuers nominated by each party, with a third valuer to break deadlock) provides sufficient certainty for the option to be enforceable. Where machinery fails, the court will SUBSTITUTE its own valuation rather than declare the option void for uncertainty.

(A) OMV-PERCENTAGE BASIS. The Exercise Price is 85% of the open market value of the Property at the exercise date. Open market value is determined by a RICS valuer appointed under clause 9(D) below. The valuation assumes: (i) vacant possession; (ii) clear title; (iii) any planning permission obtained pursuant to clause 8 is reflected in the valuation; (iv) market conditions at the exercise date.

(B) VALUATION PANEL MECHANISM. EACH PARTY + UMPIRE — each party nominates a RICS valuer; if the two valuations are within 10% of each other, the average applies; if outside 10%, an umpire valuer (nominated by the President of the RICS) decides — Sudbrook Trading Estate v Eggleton [1983] 1 AC 444 machinery.

(C) VALUATION ASSUMPTIONS. The valuer(s) shall value the Property: (i) at the exercise date; (ii) in the actual condition at the exercise date; (iii) on the basis of open market value with vacant possession; (iv) free from this Option Agreement (i.e. as if the Option had not been granted); (v) reflecting any planning permission obtained pursuant to clause 8; (vi) RICS Valuation Standards apply.

(D) VALUER APPOINTMENT. Where the parties cannot agree a single valuer within 14 days, either party may apply to the President of the Royal Institution of Chartered Surveyors to nominate a valuer (single) or an umpire (two-party panel). RICS nomination is final.

(E) COSTS. Each party bears its own valuer's costs; the umpire's costs (if required) are shared equally between Grantor and Grantee.

Price formula narrative:
The Exercise Price formula is 85% of open market value at the exercise date as determined by a valuation panel (each party + umpire under Sudbrook Trading Estate v Eggleton [1983] 1 AC 444). Rationale for the 15% discount: (i) the Grantor accepts a discount in exchange for the up-front Option Fee of GBP 125,000 and 5-year price certainty; (ii) the Grantee bears all planning risk, environmental risk, utility capacity risk; (iii) the discount reflects the typical 10-20% discount range for option-secured land in the South-East England residential market 2025-2026. Valuation assumptions: (a) the property is valued at the exercise date in actual condition; (b) reflecting the planning permission obtained pursuant to Clause 8; (c) free from this Option Agreement (i.e. valued as if the Option had not been granted — the market value of the planning-consented land); (d) with vacant possession (the agricultural tenancy will have terminated by the exercise date); (e) RICS Red Book Global Standards apply. Valuation panel: each party nominates a RICS-qualified valuer with at least 10 years' South-East residential land experience; if the two valuations are within 10% of each other, the average applies; if outside 10%, an umpire valuer (President of the RICS to nominate within 14 days of either party's request) decides the matter. Costs: each party bears its own valuer; the umpire (if required) is shared 50/50.

10. LURA 2023 s.225 CONTRACTUAL CONTROL DISCLOSURE + NOTICE PROTECTION.

(A) LURA 2023 s.225 + REGULATIONS 2026. The Levelling-up and Regeneration Act 2023 s.225 introduces a mandatory disclosure regime for "contractual control" agreements over registered land in England and Wales. The Provision of Information (Contractual Control) (Registered Land) Regulations 2026 (SI 2026/977) come into force on 6 April 2027.

Four contractual control categories: (i) option to purchase; (ii) conditional contract; (iii) right of pre-emption; (iv) promotion agreement (where someone is engaged to promote land for sale or development).

This Option Agreement is a contractual control under category (i) — required to be disclosed to HM Land Registry on the dates set out below.

(B) DISCLOSURE TIMING.
(i) For agreements entered into AFTER the regulations are made but BEFORE 6 April 2027 — disclosure must be made to HMLR by 6 October 2027.
(ii) For trigger events occurring ON OR AFTER 6 April 2027 — disclosure within 60 days of the trigger event.
(iii) HMLR will not begin publishing the contractual control information until "as soon as possible after 6 April 2028".

(C) OFFENCE. Non-compliance with the disclosure regime, or knowingly or recklessly providing false or misleading information, is a criminal offence under LURA 2023 s.225. Maximum penalty: up to two years' imprisonment on conviction on indictment plus fine; lesser sentences on summary conviction.

(D) PRACTICAL STEPS. The Grantee's solicitor will: (i) diary the disclosure deadline corresponding to this Agreement; (ii) prepare the required HMLR submission (form and content per regulations to be promulgated); (iii) advise on the trigger-event analysis for exercise / variation / assignment.

(E) NOTICE PROTECTION ON THE REGISTER — LRA 2002 s.32-39. To protect the Option against subsequent registered purchasers for valuable consideration (who otherwise take free under LRA 2002 s.29), the Grantee shall lodge the following notice on the Property's proprietorship register:

UNILATERAL NOTICE (Form UN1) — the Grantee lodges Form UN1 with HM Land Registry without the Grantor's consent. The Grantor receives notice of the lodgement and may apply to cancel. Suitable where the Grantor is not actively cooperating but the option is binding.

(F) PRIORITY. Notice protection ranks the Option against the Property's title from the date of HMLR registration of the notice. Without notice, the Grantee's only remedy on a "sale-on" by the Grantor is damages against the Grantor — not specific performance against the new purchaser.

LURA / notice narrative:
This Option Agreement is a "contractual control" under LURA 2023 s.225 category (i) — option to purchase. (A) Disclosure timing: the Agreement was made on 18 June 2026, BEFORE the regulations come into force on 6 April 2027. Disclosure obligation: by 6 October 2027 (within 6 months of the regulations entering into force). (B) The Grantee's solicitor (Marchant and Wexford LLP) has diaried 6 October 2027 as the disclosure deadline; the HMLR submission form will be prepared as soon as the regulations are promulgated (currently in late-2026 consultation). (C) The Grantee acknowledges the LURA 2023 s.225 criminal offence regime — non-compliance or false / misleading information attracts up to 2 years imprisonment on conviction. The disclosure will be made by Marchant and Wexford LLP on instructions from Chilterns Strategic Land Partners LLP. (D) Notice protection — the Grantee will lodge Form UN1 (unilateral notice) on the proprietorship register of BM724859 within 5 working days of execution of this Agreement, to protect against any subsequent registered disposition by the Grantor (LRA 2002 s.29 priority rule). UN1 chosen over AN1 (agreed) because the Grantor has historically been a sole-director company and the administrative cost of obtaining the Grantor's consent to AN1 was not warranted given the Option is binding regardless. The Grantor cannot apply to cancel the UN1 without first applying to the Tribunal to determine the validity of the Option — which would be straightforward to defeat given the binding LP(MP)A 1989 s.2 + s.1 compliant deed. (E) Trigger event analysis: exercise of the option in 2031 will be a "trigger event" under the 2026 Regulations; further disclosure within 60 days of exercise to update the HMLR record.

For the avoidance of doubt, this Agreement creates an OPTION — an ABSOLUTE right exercisable by the Grantee at any time within the Option Period — and NOT a right of pre-emption (a contingent right of first refusal activated only by the Grantor's decision to sell). The Court of Appeal in Pritchard v Briggs [1980] Ch 338 settled the distinction: an option binds the Grantor from grant; a pre-emption right binds only on a triggering decision to sell. This Option binds the Grantor immediately and irrevocably during the Option Period.

(a) Entire agreement: this Agreement constitutes the entire agreement between the parties in relation to its subject matter.
(b) Assignment: the Grantee may assign the benefit of this Option to a connected company without the Grantor's consent; any other assignment requires the Grantor's written consent (not to be unreasonably withheld).
(c) Variation: no variation is effective unless in writing and signed by both parties.
(d) Severability: if any provision is found invalid, the remaining provisions shall remain in force.
(e) Third-party rights: no person who is not a party has any rights under the Contracts (Rights of Third Parties) Act 1999.
(f) Governing law and jurisdiction: this Agreement is governed by the law of England and Wales; the parties submit to the exclusive jurisdiction of the courts of England and Wales.
(g) Execution as a deed: this Agreement is executed and delivered as a deed on the date first written above under LP(MP)A 1989 s.1.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date indicated.