APPENDIX D

Ventnor Winter Gardens Pier Street, Ventnor, Isle of Wight Heads of Terms (Subject to Contract) Best and Final Proposal of Robert Thompsons Hambrough Group
Vendor: Isle of Wight Council, County Hall, High Street, Newport, Isle of Wight, PO30 1UD. Robert Thompsonss Hambrough Group, c/o The Hambrough Hotel, Hambrough Road, Ventnor, Isle of Wight, PO38 1SQ Legal Services, Isle of Wight Council, County Hall, High Street, Newport, Isle of Wight, PO30 1UD. Amphlett Lissimore Bagshaws LLP, Greystoke House, 80-86 Westow Street, London SE19 3AF (ref: MG/61450/Sussmilch). The premises known as Ventnor Winter Gardens, Pier Street, Ventnor, for the purpose of identification only shown edged red on the attached plan, including all of the boundary walls and retaining walls as are currently the responsibilities of the vendor, and as registered under title number IW54883. Freehold. The auditorium (as defined by a plan) is to be retained and used for a minimum period of 10 years from the date of completion primarily for arts, cultural, educational and entertainment activities and ancillary purposes in support of these activities. There will be the provision of a box office in support of this For the first 10 years following the date of completion the auditorium is to be available for use by local community groups and organisations between 1000hrs and 2200hrs for an average of 20 hours a week over consecutive 26 week periods. The Purchaser will provide an annual report to the Vendor for the first ten years following the date of completion in order to evidence that these user covenants have been complied with

Purchaser:

Vendors Solicitor:

Purchasers Solicitor: Address and Description of Property:

Tenure: Restricted User Covenant:

Option to Purchase: In the event that the purchaser does not undertake his agreed investment in the main building (the details of this are to be agreed between the parties but will include the refurbishment of the existing building as detailed in the proposals submitted at the bidding stage by the Hambrough Group) within 18 months of the anniversary of the date of issue of the Satisfactory Planning Permission there will be an option in favour of the vendor (exercisable within 6 months after the third anniversary of the date of the Satisfactory Planning Permission) to buy the building back at the price paid by the purchaser to the Council on completion together with inflation and cost of improvements made to the premises, to be valued by independent chartered surveyor appointed by mutual agreement by both parties and in default appointed by the RICS. Price: A sum of 1 will be paid by the purchaser for the freehold interest in the Property, reflecting the investment to be undertaken by the purchaser and the ongoing use of the auditorium as detailed in the restrictive user covenant detailed above. Each party will be responsible for its own legal and surveyors costs incurred in this transaction. This transaction is subject to the purchaser obtaining a satisfactory structural survey. This transaction is subject to a planning consent being obtained that is satisfactory to the purchaser (Satisfactory Planning Permission) for the proposed investment and the retention of the Auditorium and contracts will be exchanged conditional upon such consent being obtained. Completion: Completion is to take place within fourteen days of Satisfactory Planning Permission being obtained.

Costs:

Conditions: