CONTRACT OF PRELIMINARY RESERVATION FOR THE SALE OF RESIDENTIAL PROPERTY TO BE COMPLETED AT A FUTURE STAGE POSSIBLE/DRAFT TRANSACTION

Transcription

1 CONTRACT OF PRELIMINARY RESERVATION FOR THE SALE OF RESIDENTIAL PROPERTY TO BE COMPLETED AT A FUTURE STAGE POSSIBLE/DRAFT TRANSACTION Between: The private company limited by shares, validly existing in Mauritius under the name of VALLOUISE LTEE duly incorporated, ( Company No ), as per the certificate issued by the Registrar of Companies on the sixteenth August two thousand and five (16/08/2005) of the same year. The registered office of the company is at 13, Dauphine Street, Port Louis. Herein represented by Murray Adair, electing domicile for the execution of this Agreement at the registered office of the company he represents. Hereinafter referred to as The Promoter And 2.., electing domicile for the execution of this Agreement at.... Hereinafter referred to as The Reservor THE FOLLOWING HAS BEEN PUT FORWARD AND AGREED ON: RECITALS The Promoter intends to carry out on a plot of land of four thousand eighty eight square metres (4088 m²) being the reunion of four contiguous plots of land, situated in the district Page 1 of 24

2 of Rivière du Rempart, place called Pereybère, a residential project which will be known as Vallouise Gardens. Such development shall include approximately thirty three (33) units of two and three bedrooms, which may be developed in phases ( lots transitoires ), The Promoter has had preliminary studies carried out with respect to this operation, its substance, feature and shape and the quality of the building construction. Its execution is however subject to feasibility as far as the legal, technical and financial implications are concerned, as well as to being granted various permits and licences and generally all the necessary authorizations which would be required, the absence of recourse by third parties against these authorizations, passing of the agreements and covenants which would be necessarily or usefully have to be concluded with one or several neighbours, being granted the legal guarantees for completion or for reimbursement as well as the organization of the necessary funding. The Promoter reserves the right not to proceed with this Project in the event that the presales requirements, permits, title deeds, licenses and warranties, as aforesaid, are not obtained within a period of twelve (12) months as from the signature of this agreement. The Prospective Purchaser, duly informed of: - the contingent nature of the project; - the legal framework of the project", - the term of ownership of the Unit, which is freehold ownership; affirms his interest in the Project and his intention to make a reservation in the event that Page 2 of 24

3 the Project is carried out. The Prospective Purchaser is desirous to reserve a Unit and the Promoter is willing to reserve a Unit to the Prospective Purchaser upon the terms and subject to the conditions set forth herein. 1. INTERPRETATION In this Agreement, unless the context otherwise indicates: (i) (ii) (iii) (iv) Words importing the singular shall include the plural and vice versa; Words importing one gender shall include other genders; Words indicating natural persons shall include and import artificial persons; The head notes to the clauses to this Agreement are inserted for reference purposes only and shall not affect the interpretation of any provisions to which they relate. 2. DEFINITIONS In this Agreement, unless the context otherwise indicates, the following words will have the following meanings: Agreement means this reservation contract agreement, as amended, modified, restated, or replaced from time to time; Bank shall mean The Mauritius Commercial Bank Ltd having its registered office at 1, Sir William Newton Street, Port Louis, Republic Mauritius, or any other bank that may be designated in writing by the Promoter; Charges shall mean levies to be paid as per the Règlement de Copropriété governing the Project; Page 3 of 24

4 Common Areas shall mean everything that is commonly owned by the Unit Owners and used jointly by all or some of the Unit Owners, as shown on the Master Plan attached as Exhibit 2. Completion shall mean completion of the works, so that the Unit sold can be used for the purpose for which it was originally bought; Deed of Sale : means the deed witnessing the transfer of the Unit from the Promoter to the Prospective Purchaser; Memorandum of Delivery shall mean the document that is signed by the Promoter and the Prospective Purchaser at the time the Unit is delivered to the Prospective Purchaser after completion by the Promoter. Owners shall mean the owner of a unit in the project; Parties shall mean the parties to this Agreement as set out above and Party shall have a corresponding meaning; "Premises" - shall mean the Unit; Promoter shall mean VALLOUISE LTEE, in its capacity as promoter of the Project, and its successors and assigns; Project means the project, including the Units and Common Area; Prospective Purchaser shall mean.. or any person, physical or legal designated in writing by her. Syndicate shall have the same meaning under article of the Mauritian Code Civil. The Syndicat des Copropriétaires shall hold legal personality and shall ensure Page 4 of 24

5 that the provisions stipulated in the Règlement de Copropriété are implemented, duly and properly carried out and adhered to. Security Deposit shall mean the amount deposited by the Prospective Purchaser as referred to in article 10 of this deed; Syndic shall be the manager appointed to enable the Syndicat des Coproprietaires to manage and administer the Project, The Syndic shall generally be entrusted with all the powers which have been bestowed upon him by under the Règlement de Copropriété. The Mauritian Civil Code is the text governing civil law in Mauritius. Unit" - shall mean the Prospective Purchaser s lot as defined in this Agreement, being a part of the Project, and as described in this Agreement; NOW THEREFORE THE PARTIES HAVE AGREED AS FOLLOWS. 4. OBJECT 4.1 The Prospective Purchaser intends to reserve the following Unit from the Promoter in anticipation of the realisation of the Project, namely:- The Unit, as will be defined in the Règlement de Copropriété as Lot 15, as more fully described on the attached plans, annexed and marked as Exhibit 3, together with the relevant share of the Common Areas. And in its future state of completion, in consideration for a Security Deposit, as per the forms and conditions set out in sections to of the Mauritian Civil Code. Page 5 of 24

6 The Prospective Purchaser acknowledges receipt of the documents attached and marked as Exhibits to this agreement, more fully described in section 14 to this agreement, which describes the state and quality of the Unit. It is stated that the graphic representation of the immoveable property included on the attached plans, and all commercial documents including those relating to landforms, presentations of the landscape and the surrounding environment are not contractually binding. 4.2 The Promoter further undertakes, under the conditions hereinafter set forth, to offer the Unit reserved for the Prospective Purchaser for sale, provided that the Promoter meets the legal, technical and financial conditions, as defined in the preamble to this Agreement, to carry out the Project, as acknowledged by the Prospective Purchaser. In the event that the conditions mentioned at paragraph 1 are met, the construction works will be carried out within the delay provided for in Section 14 of this Agreement, provided, however, that the Promoter may provide for supplements and amendments to the consistency and characteristics of the construction works that the Promoter deems fit to bring, or to cater for any technical or administrative purposes. 4.3 In addition, the Promoter reserves the right to substitute materials, which may no longer be supplied, by materials of equal value and quality. 4.4 The Project shall upon Completion as defined under the Vente en Etat Futur D achèvement scheme, be subject to the regime of co-ownership as per the Page 6 of 24

7 provisions of articles 664 and others of the Mauritian Civil Code. A Règlement de Copropriété will be established by the Promoter prior to Completion. 4.5 The Parties understand and agree that a Syndicate will be formed under the Règlement de Copropriété and will consist of Owners of the Project, including but not limited to the Promoter, and purchasers of Units. The Syndicate will act as a homeowners association and the Règlement de Copropriété will set out all the rules and regulations by which owners of the Project must abide. 4.6 The Charges shall be distributed in line with the provisions of Article and other relevant provisions of the Mauritian Civil Code, based on the value of the respective Units, as further described in the Règlement de Copropriété. 4.7 The Promoter shall not offer for sale the Unit reserved to any person whatsoever other than to the Prospective Purchaser, until the expiry of the deadline for notifying the realisation of the Project as outlined below, save in the event of waiver by the Prospective Purchaser or of non-performance of the obligations imposed upon him within the time allotted. 4.8 In the event that the underlying legal, technical and financial conditions for the completion of the Project are met within the time specified above in paragraph 1, the Promoter shall, subject to this Agreement, notify the draft Deed of Sale, the Règlement de Copropriété, together with the Exhibits to this Agreement to the Prospective Purchaser, by way of one the notices provided for in Article 19 of this Agreement, to the address of the Prospective Purchaser. The notification, as mentioned in the communication above, must be made at least one month prior the Page 7 of 24

8 proposed date for the signing of the Deed of Sale before the Notary Public, in line with Article of the Mauritian Civil Code. 4.9 In the event that the Prospective Purchaser does not attend the meeting or does not appoint a representative for those purposes, the Promoter shall address a notice ( mise en demeure ) to the Prospective Purchaser, by way of one the notices provided for in Article 19 of this Agreement, whereby a second meeting will be convened, which shall not be held less than 8 days prior to the service of the notice. In the event that the Prospective Purchaser communicates his intention not to proceed with the purchase of the Unit, or in the event that he does not show up for the aforementioned two scheduled meetings for the signing of the Deed of Sale or in the event that, at the said meeting, the Prospective Purchaser refuses to sign or fails to pay the portion of the price when due, the Prospective Purchaser will be deemed to have waived the acquisition of the Unit in question and the Promoter may freely dispose of the Unit that is reserved to this Agreement Any request by the Prospective Purchaser to introduce provisions which are contrary to this Agreement shall be deemed to be an outright refusal to acquire the Unit in question, such that the Promoter may freely dispose of said Unit as stated above. 5 PRICE 5.1 The selling price of the reserved Unit shall be Rupees Rs.. (the Sale Price ). 5.2 The Sale Price includes agency commissions. Page 8 of 24

9 5.3 The costs (including registration fees) and fees and expenses payable to the Notary Public in respect of the Deed of Sale, Règlement de Copropriété, as well as costs that may be incurred due to additional requirements requested by the Prospective Purchaser and not initially provided for in the annexed documents, shall be borne by the Prospective Purchaser and shall be payable over and above the Sale Price mentioned above. 5.4 Registration duty shall be charged to the Prospective Purchaser and shall be payable in addition to the Sale Price above mentioned. The Prospective Purchaser shall be liable for any increase in the registration duty incurred prior to the signing of the Deed of Sale. 6 PAYMENT OF THE SALE PRICE 6.1 Upon request from the Promoter, the Prospective Purchaser shall pay the Sale Price, as per the progress of work under the following conditions: On the signing of the Deed of Sale: twenty five percent (25%) (including the Security Deposit paid according to this Agreement) The balance of the Sale Price will be payable subject to the limitations imposed by law for sales in future state of completion, which are as follows for ease of reference: - a. On the completion of the foundation works of the Project: thirty five percent (35%) of the Sale Price; b. On the completion of the shell of the Project, with the walls and roof of the Project having been constructed ( mise hors d eau ): seventy percent (70%) of the Sale Price; Page 9 of 24

10 c. On completion of the Project: Ninety-five percent (95%) of the Sale Price; and d. Upon delivery of the Unit to the Sale Purchaser: one hundred percent (100%) of the Sale Price. It is however drawn to the attention of the Prospective Purchaser that the above percentages are higher limits, and that within these limits, the terms of payments shall be fine-tuned to match the building contract financial requirements. 6.2 Any amount that becomes due and not paid within fifteen (15) days following request made by the Promoter to the Prospective Purchaser, shall bear interest at a rate of one per cent (1%) per month of delay, with any period falling short of a month being counted in full. 6.3 In the event that the Prospective Purchaser is funding the acquisition of the Unit through loan capital, he shall authorize the financing institution to release the requisite funds directly into the Bank of the Promoter, as designated in the notice given by the Promoter to the Prospective Purchaser communicating his decision to execute this Project, upon the production of a certificate of a certified Quantity Surveyor, attesting to the progress of work. 7 FINANCING 7.1 The Prospective Purchaser acknowledges that if the sale of the Unit is effected, he shall not solicit the assistance of the Promoter and shall ensure that, in the event that the financing of the Unit will be effected from loan capital, that the Prospective Purchaser undertakes to carry out all necessary actions for those loans to be available at the time of the signature of the Deed of Sale. 8 CONDITIONS OF SALE Page 10 of 24

11 8.1 In the event that the Parties proceed with the Project, the sale shall take place as per the Vente en Etat Futur d Achèvement scheme as regulated by articles and following of the Mauritian Civil Code, and to further rules specified below, and by the Deed of Sale: - a) The Promoter shall retain the powers as Promoter of the Project and will also have the irrevocable power to execute, after the sale, if applicable, any agreement to transfer land, Common Areas, and other easements, necessary for the implementation of the Project, and to file any application for building permits or other government approvals that may be necessary or expedient for the proper realisation of the construction of the Project. b) The sale shall take place with guaranteed capacity of the land, surface and the coast. However, a margin of 5% (five percent) more or less on the provided surface areas will be acceptable and will not warrant any claim from the Prospective Purchaser. c) The Prospective Purchaser may take possession of the Unit upon Completion, as per article of the Mauritian Civil Code, and after the payment of the remaining Sale Price of the Unit. d) The payment of instalments of the Sale Price shall be guaranteed by the preferential right of the Promoter and the action for rescission, or by a bank guarantee at the option of the Promoter, or any other guarantee that will be satisfying for both parties. Page 11 of 24

12 e) The Promoter shall be liable to the legal guarantee for visible defects as per Article of the Mauritian Civil Code, but shall be relieved of the said guarantee where the delay provided under the said article has elapsed without any defects being highlighted by the Prospective Purchaser. Same will apply, under the said provisions, to the lack of conformity with the requirements contained in the Deed of Sale. 8.2 The Promoter shall be bound by the warranty against latent defects in the terms of Article of the Mauritian Civil Code, noting that the guarantee will take effect upon the taking into possession of the Unit with or without reservations. 8.3 The Prospective Purchaser acknowledges and agrees that it shall not sell or transfer in any way the Unit to any Person without ensuring that such Person agrees to abide, and be bound by, the Règlement de Copropriété. 8.5 The Deed of Sale shall replace this Agreement, with the provisions contained in the Deed of Sale being applicable between the Parties. 9 TIMING OF THE SALE 9.1 Prior to the signature of the Deed of Sale, the Promoter shall notify or shall instruct the Notary Public to notify the Prospective Purchaser, by registered letter/electronic message as per notification provided for in Section 19 of this Agreement, with acknowledgment of receipt, of the offer for sale. 9.2 The notification of the offer of sale shall be effected within 60 days of notification by the Promoter to the Prospective Purchaser of its decision to proceed with the Project. Page 12 of 24

13 In the event that the decision or its notification to proceed with the Project has already been effected by the Promoter to the Prospective Purchaser, the Promoter shall notify the offer of sale to the Prospective Purchaser within 30 days from the aforementioned notification. 9.3 The Deed of Sale shall be signed within one month following the date of receipt of the offer to sell. 9.4 In the event of failure on the part of the Prospective Purchaser to sign the Deed of Sale within the given deadlines, the Promoter shall be entitled: - Either to rescind this Agreement without compensation of any sort and by retaining the Security Deposit and recovering complete rights over the Unit; - Or to review, if he deems fit, the sale price. 10 SECURITY DEPOSIT 10.1 In consideration for the reservation, and contemporaneously with the signing of this Agreement, the Prospective Purchaser undertakes to place, as Security Deposit, a sum equivalent to twenty five percent (25%) of the Sale Price (the Security Deposit ) in an escrow account on the name of the Notary Edouard Gregory Hart de Keating at the Bank, payable as follows: Five Per Cent (5%) of the Sale Price within eight days of the execution of this Agreement, which Deposit shall be accompanied by the relevant Know Your Customer Documents, and Twenty Per Cent (20%) of the Sale Price to be paid fifteen (15) days prior to the signing of the Deed of Sale, failing which the Prospective Purchaser will be presumed to have abandoned his intention to acquire the Unit. Any amount paid shall be retained by the Promoter, and will be paid to the Promoter from the escrow account upon receipt of such Page 13 of 24

14 notification by the Promoter, who will then be free to dispose of the Unit subject to this Agreement, as he deems fit The Security Deposit, which has been paid in full or in part, shall be inalienable, immune from seizure and non assignable until the execution of the Deed of Sale or its repayment to the Prospective Purchaser, or its assignment to the Promoter under the conditions set forth herein. 11 STATUS OF THE SECURITY DEPOSIT 11.1 In the event of the completion of the sale, the inalienability of the Security Deposit shall cease and the amount shall be transferred by the custodian to the account of the Promoter to serve as a reduction in the payment of the price payable on the day of the signature of the Deed of Sale The Security Deposit shall be refunded to the Prospective Purchaser: a) in the event that the Promoter is not able to offer the Unit for sale due to the legal, technical and financial conditions for the completion of the Project could not be met within a period of twelve (12) months from the signature of this agreement, or b) in the event that the Unit had been offered for sale to him under the terms hereof and the Prospective Purchaser has relinquished his right to acquire the Unit due to one of the reasons mentioned in subparagraphs b, c, d, e of Article reproduced below of the Mauritian Civil Code. He shall then notify in Page 14 of 24

15 the form provided for in Article 19 of this Agreement, a reasoned request for reimbursement of the Security Deposit to the custodian and the Promoter. In such circumstances and, as provided in paragraph b) above, subject to the notice of the substantiated request of refund to the Promoter and the absence of any challenge from the Promoter within 15 days of the request for reimbursement, the amount of the Security Deposit shall be reimbursed by the custodian to the Prospective Purchaser, at latest within three (3) months from the occurrence of the reason which has motivated such reimbursement. By reason of the contingent nature of the completion of the transaction, the Prospective Purchaser shall not be entitled to more than the refund and interest earned on the Security Deposit The Security Deposit shall be acquired by the Promoter when, the sale being offered to the Prospective Purchaser under the conditions set forth herein: - a) The Prospective Purchaser refuses the said acquisition for a reason other than those referred to in paragraphs b, c, d, e of Article of the Mauritian Civil Code, or b) The Promoter has not received a request for a refund for one of the reasons provided at clause 8.2 above within 45 days from the date of the offer to acquire the Unit. In such events, the amount of the Security Deposit and any interest generated from the Security Deposit shall be paid by the custodian to the account of the Promoter on presentation to the latter of the notification of the offer to sell referred to above. Page 15 of 24

16 12 ESTIMATED TIMINGS FOR COMPLETION OF WORK 12.1 The Promoter shall undertake the Project such that it shall be completed no later than twenty (24) months from the signature of the first Deed of Sale. However this period may be extended in the event of bad weather, strike, business failure, searches ordered by administrative decisions, or in case of force majeure or any other legitimate cause for suspension of time The Prospective Purchaser shall not enter the site of the Project until his Unit has been delivered to him. In the event that the Prospective Purchaser persists in entering the said site, such entry shall be at the risks and peril of the Prospective Purchaser. The Prospective Purchaser shall keep the Promoter indemnified from any liability in the event of any accident. 13. DELIVERY OF THE PROPERTY The Prospective Purchaser may take delivery of the property he would have acquired, after Completion of the works, delivery, full payment of the Sale Price and, delivery and execution of the Memorandum of Delivery. 14. DOCUMENTS ATTACHED HEREWITH 14.1 The following documents are attached hereto, signed by the parties for identification purposes and form with the present agreement one and the same document: Notice of equipment, furniture and fittings included in the unit reserved (Exhibit 1) Masterplan of the Project and details of the surface areas of the Common Areas; (Exhibit 2); Detailed plans for the reserved Unit (Exhibit 3); Page 16 of 24

17 15. JURISDICTION - ARBITRAGE The Parties hereto irrevocably submit and consent to the non-exclusive jurisdiction of the courts of the Republic of Mauritius as regards any suit, action or other legal proceedings arising out of this Agreement, it being agreed that the parties shall prior to any legal action, the Parties shall have recourse to arbitration with the Mauritius Chamber of Commerce and Industry. The Law applicable shall also be the Mauritian Law. 16. SUMMARY OF LEGAL PROVISIONS To comply with Article of the Mauritian Civil Code, the provisions of articles to of the Mauritian Civil Code are reproduced literally below. Article Le montant du dépôt de garantie ne peut excéder 25% du prix prévisionnel de vente si le délai de réalisation de la vente n'excède pas un an; ce pourcentage est limité à 2% si ce délai n'excède pas deux ans. Aucun dépôt ne peut être exigé si le délai excède deux ans. Article Le dépôt de garantie est fait à un compte spécial ouvert au nom du réservataire dans une banque ou un établissement spécialement habilité à cet effet ou chez un notaire. Les dépôts des réservataires des différents locaux composant un même immeuble ou un même ensemble immobilier peuvent être groupés dans un compte unique spécial comportant une rubrique par réservataire. Article Le Promoteur doit notifier au réservataire le projet d'acte de vente un mois au moins avant la date de la signature de cet acte. Page 17 of 24

18 Article Le dépôt de garantie est restitué sans retenue ni pénalité au réservataire:- a) si le contrat de vente n'est pas conclu du fait du vendeur dans le délai prévu au contrat préliminaire; b) si le prix de vente excède de plus de 5% le prix prévisionnel, révisé, le cas échéant, conformément aux dispositions du contrat préliminaire, il en est ainsi qu'elles que soient les autres causes de l'augmentation du prix, même si elles sont dues à une augmentation de la consistance de l'immeuble ou à une amélioration de sa qualité; c) si le ou les prêts prévus au contrat préliminaire ne sont pas obtenus ou transmis ou si leur montant est inférieur à 10% aux prévisions dudit contrat; d) si l'un des éléments d'équipement prévus au contrat préliminaire ne doit pas être réalisé; e) si l'immeuble ou la partie d'immeuble ayant fait l'objet du contrat présente dans sa consistance ou dans la qualité des ouvrages prévus, une réduction de valeur supérieure à 10%. Dans les cas prévus au présent article, le réservataire notifie sa demande de remboursement au vendeur et au dépositaire par lettre recommandée avec demande d'avis de réception. Sous réserve de la justification par le déposant de son droit à restitution, le remboursement intervient dans le délai maximum de trois mois à dater de cette demande. Which provisions are hereinafter translated Page 18 of 24

19 ["Article The amount of the security deposit shall not exceed 25% of the projected sales price if the deadline for completion of the sale does not exceed one year, this share is of 2% if this period does not exceed two years. No deposit may be required if the deadline exceeds two years. "Article The deposit is made into a special account opened under the name of the Prospective Purchaser in a bank or an institution specially authorized for that purpose or with a Notary Public. Deposits from Prospective Purchasers of the different lots in the same building complex may be grouped into a single account with a special section for each Prospective Purchaser ". "Article The Promoter shall notify the Prospective Purchaser of the draft deed of sale at least one month prior to the date of signature of this act. " "Article The security deposit is refunded without penalty in the following events - a) the contract of sale is not concluded by the seller within the period specified in the preliminary contract; b) if the sale price exceeds by more than 5% of the expected price, as revised or as provided in the preliminary contract, irrespective of whether such increase is caused due to an increase in the consistency of the building or to improved quality; c) whether the loan or loans catered under the preliminary contract are not obtained or transmitted or if the amount of same is less than 10% as expected under that contract; Page 19 of 24

20 d) if any of the elements pertaining to equipment provided under the preliminary contract are not satisfied; e) if the building or part of a building being the subject matter of this contract presents a 10% decrease in its consistency or in the quality of the proposed works. In the events catered under this clause, the Prospective Purchaser shall notify his claim for reimbursement by registered mail with acknowledgment of receipt to the seller and to the custodian. Subject to any justification by the depositor of his right to restitution, the refund shall occur within three months of the said request. 17. SEVERANCE If any provision (or part of a provision) in this Agreement is invalid or unenforceable to any extent or for any purpose, this shall not affect its validity or enforceability for other purposes or the validity and enforceability of the remaining provisions (or the rest of the provision on question). 18. CONFIDENTIALITY The Parties undertake not to disclose to any third party the contents of this Agreement nor any information they have obtained from the other party in relation to this agreement, except with the prior written consent of the other parties. Notwithstanding the foregoing, it is understood that nothing herein prohibits such disclosure to the extent it is required pursuant (i) to law, (ii) applicable stock exchange regulations or any governmental, administrative or judicial authority, or (iii) in connection with any litigation, arbitration, or other legal proceedings between the parties. Further, this prohibition on disclosure shall not apply to information Page 20 of 24

21 which was or becomes generally available to the public other than as a result of a violation of this Agreement. 19. NOTICE Except as may otherwise be provided in this Agreement, all notices, demands, statements, requests, consents, approvals and other communications (collectively, Notices ) required or permitted to be given hereunder, or which are to be given with respect to this Agreement, shall be in writing, duly executed by an authorized officer or agent of the party so giving such Notice, and either personally delivered to any duly authorized representative of the party receiving such Notice or sent by facsimile transmission, registered or certified mail, or by courier service, return receipt requested, addressed: If to the Promoter, to VALLOUISE LTTE. 13, Dauphine Street, Port Louis, Mauritius mrryadair@me.com If to the Prospective Purchaser Name: ID NO: Address: Notifications may also be made by at the registered address indicated by the Parties. Each of the Parties shall indicate the other of any change of address in the future. In Page 21 of 24

22 application of Article of the Mauritian Civil Code, a notification made by is valid at the condition that the party it emanates from can be validly identified, and that such be established and kept in conditions guaranteeing its integrity, conformably to the Electronic Transactions Act All Notices shall be effective for all purposes (i) upon personal delivery thereof, or (ii) if sent by facsimile transmission, shall be effective on the date of transmission duly shown on the confirmation slip, if such transmission was made during normal business hours of the recipient, otherwise, it shall be deemed to be effective on the following day, (iii) if by , it such be deemed to have been received at the time an electronic delivery receipt is delivered to the Sender or (iv) if sent by mail or courier service, shall be effective on the date of delivery duly shown on the return receipt. If any such day is not a business day, any such notice shall be deemed to be effective on the next business day. Any party may at any time change the addresses for Notices to such party by giving a Notice in the manner set forth in this Section 19.1 Page 22 of 24

23 IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first above written. BY THE PROMOTER By: Murray Edward ADAIR Date: BY THE PROSPECTIVE PURCHASER By:.. Date: Page 23 of 24

24 EXHIBIT 1 Plans for Location and Layout of Reserved Unit Page 24 of 24