1.1. Unless the context clearly indicates otherwise the following words, terms and expressions shall have the meanings given to them below:

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1 STANDARD TERMS AND CONDITIONS OF LEASE AGREEMENT 1. INTERPRETATION AND DEFINITIONS 1.1. Unless the context clearly indicates otherwise the following words, terms and expressions shall have the meanings given to them below: "appurtenances" all appurtenances and installations of whatsoever nature in or on the premises, including, but not limited to: keys, taps, fittings and other installations, appliances, locks, doors, windows, shopfronts, roller shutters, sewerage pans, pipes, basins, other plumbing related installations, electrical installations, air conditioning installations, heating units, thermostatic controls and regulators, water taps, louvre drapes and floor and/or wall coverings; "architect" - the landlord s architect; "assessment rates" - all assessment rates, fees, levies or charges, and any increases thereof, payable to any local or other authority having jurisdiction over the complex and/or the property by the owner thereof (whether in force at the date of signing of this lease or imposed at any time after that date) irrespective of the name by which they may be called; "basic monthly rent" - means the rent stipulated in the schedule, exclusive of VAT; "business day" - any day of the week excluding days on which trading by law is not permitted; "commencement date" - subject to 3 below, the first day of the calendar month following the trading date, unless the trading date occurs on the first day of a calendar month in which case the commencement date and the trading date shall coincide. The commencement date shall be used in this lease for the purpose of determining the duration of this lease only; "common areas" - those portions of the complex which are not actually let to tenants and are not available for letting to tenants in or about the complex or the property; "complex" - the property together with the shopping centre and all improvements and parking areas thereon which have been constructed or are in the course of construction or will be constructed, together with any extensions and/or alterations thereto; "expiration date" - subject to 3.1 and 3.2 below, the date stipulated in of the schedule; fitting out date" - subject to 3.2 below, the date stipulated in of the schedule; "interest at the applicable rate" interest at 2% (two percent) above the prime bank overdraft interest rate from time to time of the Carlton Centre branch of Nedbank (the landlord s current bankers), its successor in title, or the landlord s bankers as used from time to time; "landlord" the party described in the schedule as the landlord and its successor in title from time to time; "landlord s cost" the landlord s contract price or purchase price and/or the price determined on the basis of the landlord s unit cost, as the case may be, of materials and labour and services (including cutting, patching, cleaning up and removal of waste and debris) plus architects, consultants and engineers fees; "leased premises" the premises to be occupied and used by the tenant as detailed in the schedule and shown on the plan attached as Annexure B (where such plans are available); 1

2 "lease" the schedule and all of the annexures to the schedule; "lettable area" the area of the leased premises stipulated in 1.9 of the schedule; "operating costs" the total amount of the landlord's expenditure in relation to the property, the shopping centre and/or complex for the maintenance, provision and carrying out of such services as are required for the operation of the shopping centre and/or the complex; "percentage share" the ratio from time to time that the lettable area of the leased premises bears to the total lettable area of the complex on the property, or any future extensions thereto, which ratio shall be expressed as a percentage; "permanent improvements" all alterations, additions or improvements to the leased premises effected from time to time during the period of this lease, including but not limited to: all pipes, ducts, conduits, wiring, panelling, partitions, railings, mezzanine floors, galleries, carpeting and the like (excepting however, the tenant s stock-in-trade, trade fixtures, furnishings and furniture); "property" the property described in the schedule and upon which the complex is situated; "property for which the tenant is responsible" fixtures and fittings, plate or other glass (whether being window panels, doors or other fittings and fixtures both internal and external), window panels, doors, furniture, equipment, machines, devices, merchandise, stock and other goods and goods contained in the leased premises or in the possession of the tenant but in other areas of the complex; "quantity surveyor" the landlord s quantity surveyor; "schedule" the schedule of fundamental terms and conditions to which these standard terms and conditions of lease constitute thereto; "service charges" services supplied (directly or via the landlord) by the local authority or other supplier and used in respect of the property, the shopping centre and complex as contemplated in 10 below; "shopping centre" the shopping centre referred to in 1.7 of the schedule; "trading date" subject to 3.2 below, the date stipulated in the schedule. For the purpose of clarity it is recorded that all rent, operating costs, service charges, taxes and fees and any other amounts payable by the tenant under this lease are payable with effect from the trading date; "trading days" the days stipulated in the schedule when the leased premises are required to be open for business in the shopping centre, as amended from time to time; "trading hours" the hours of business stipulated in the schedule when the leased premises are required to be open for business in the shopping centre, as amended from time to time in terms of 17.1 below; "tenant" the party described in the schedule as the tenant; "VAT" value added tax leviable under the provisions of the Value Added Tax Act, 89 of 1991, as amended from time to time, or its successor in title; 1.2 When any number of days is prescribed in this agreement, they shall be reckoned exclusively of the first and inclusively of the last day unless the last day falls on a Saturday, Sunday or public holiday in which case the last day shall be the next succeeding business day. The aforegoing shall not apply to the calculation of interest. 2

3 1.3 Reference to the singular includes the plural and vice versa, to the male gender includes the female gender and vice versa and to a natural person includes a legal person and vice versa. 1.4 The clause headings are used solely for reference purposes and shall not be used in the interpretation thereof. 1.5 In the event of any of the definitions as contained in 1.1 above having the effect of conferring any rights and/or imposing any obligations on the landlord or tenant, such provisions shall be deemed to constitute material terms and conditions of the lease as if contained in the main body of the lease and shall be binding on the parties. 2. COMMENCEMENT AND DURATION OF THE LEASE 2.1 This lease shall commence on the commencement date, subject to 3 below. 2.2 This lease shall endure for the period recorded in 5.1 of the schedule. 2.3 This lease shall continue until the expiration date, subject to 3, 33, 34 and 36 below. 2.4 Should the tenant take occupation of the leased premises upon a date not being the first day of a calendar month then: the tenant shall be liable in respect of the portion of the month in question during which it takes occupation for a pro rata share of all amounts payable to the landlord in terms of the lease; notwithstanding anything to the contrary contained in this lease, the lease period shall only be deemed to have commenced on the first day of the calendar month following the date upon which the tenant takes occupation. 3. OCCUPATION 3.1. Delay in commencement date Should the landlord be unable to give the tenant occupation of the leased premises for any reason whatsoever, then the tenant shall have no claim for cancellation of this lease or damages or other right of action against the landlord. The tenant shall accept occupation of the leased premises on the date upon which the leased premises becomes available for occupation. In the event of such a delay, the lease period stipulated in 5.1 of the schedule shall remain unchanged and the expiration date shall be deemed to be amended to accord with a period which commences on the date upon which occupation of the leased premises is in fact given to the tenant if it is the first day of the month or the first day of the month following the date upon which occupation of the leased premises is in fact given to the tenant, if it is not the first day of the month, as the case may be, and expires on such extended lease expiration date; Should the landlord be unable to give the tenant occupation of the leased premises on the commencement date as contemplated in this clause 3, then the tenant shall be entitled to a remission of rental, provided that such inability to take occupation is directly attributable to fault on the part of the landlord, its servants or agents. The onus of showing fault on the part of the landlord, its servants or agents shall be on the tenant; Should any dispute arise as to when the leased premises are in fact ready for occupation or as to the commencement date of this lease, then a certificate issued by the architect in regard to such a dispute shall be final and binding on the parties; 3.2. Delay in fitting out date 3

4 Notwithstanding 3.1 above, if the leased premises forms part of a building which is being developed and constructed or which is being redeveloped, refurbished or renovated then the provisions of this 3.2 shall apply Should the leased premises, for any reason, not be made available to the tenant on the fitting out date for the purpose of fitting out and preparation for trade by the tenant, and should the leased premises become available for fitting out purposes on a later date within 180 (one hundred and eighty) days from the fitting out date, then the landlord shall give the tenant no less than 30 (thirty) days written notice to that effect prior to the fitting out date together with written notice of the new fitting out date ("new fitting out date") and the tenant shall accept the new fitting out date as the fitting out date. In such event the landlord shall calculate the number of days between the Fitting Out Date stipulated in of the schedule and the Trading Date stipulated in of the schedule and the trading date shall be deemed to have been extended to a date occurring the same number of days after the new fitting out date ("new trading date"); the commencement date/s and expiration date/s shall be deemed to have been extended by the same number of days; notwithstanding that the landlord makes the leased premises available to the tenant on the new fitting out date, the tenant shall have no claim or right against the landlord by reason of such delay; not become available for occupation within 180 (one hundred and eighty) days from the fitting out date set out in the schedule, then (unless otherwise agreed in writing by the parties) this lease shall be cancelled and neither party shall have any claim or right by reason of the cancellation Any dispute between the parties as to whether or not the leased premises were made available by the landlord on the fitting out date for fitting out purposes or were sufficiently complete for those purposes, shall be referred for determination by the architect and the decision of the architect, who shall act as an expert and not as an arbitrator, shall be final and binding on the parties The tenant acknowledges that, should the shopping centre be in the course of completion on any of the fitting out date, trading date and/or commencement date, the tenant must necessarily suffer some inconveniences from building operations and that it shall have no claim or right by reason of the inconvenience Should the tenant not commence trading in the leased premises from the trading date (or new trading date, as the case may be), then it shall be obliged to pay twice the monthly rent, pro rata for the period in which the tenant was obliged to and has not traded, until it does so commence trading Other provisions in respect of occupation It is recorded that the shape, area and location of the leased premises as shown on the plan attached hereto marked Annexure B (if applicable) and initialled by the landlord and the tenant are for identification purposes only and not intended to be a warranty, representation or agreement on the part of the landlord that they will be exactly as indicated on the said plan If the leased premises are, or the complex is, not fully completed at the date of signature hereof 4

5 the leased premises shall be regarded as available for use by the tenant upon the fitting out date even if the exterior of the complex has not been completed and the entrance halls, lobbies and passages (other than those of the leased premises) although usable, have not been fully completed; notwithstanding anything to the contrary herein contained, the landlord shall be entitled in its sole discretion to amend Annexure B in order that it may comply with any municipal requirements or with the requirements of any authority having jurisdiction over the leased premises or for any other reason in the discretion of the landlord, provided, however, that the size and location of the premises shall approximate within reasonable margins to what is shown on Annexure B. If the landlord amends Annexure B as aforesaid, all references in this lease to the leased premises shall be deemed to refer to the leased premises as described in such amended Annexure B The leased premises are let to the tenant voetstoots and in the condition in which they stand on the commencement date. The tenant agrees that the landlord is not bound by any representations in respect of the condition of the leased premises nor any promise to decorate, alter, repair or improve the leased premises either before or after the date of signature hereof unless the same are contained herein or made part hereof Immediately upon the tenant taking occupation of the leased premises for whatever purpose the tenant shall permit the landlord or its agents and/or the servants of the landlord and its agents the right of access to the leased premises in order to enable the completion of any work in the leased premises which is the responsibility of the landlord to undertake subject to compliance with the tenant's security arrangements; the tenant shall be completely responsible for and will arrange and, throughout the period of this lease, maintain, at its cost, the necessary insurance cover in respect of public liability and loss or damage, including, but not limited to, loss of profits and/or consequential damages, caused by fire, storm and special perils, explosion, flood, earthquake, hail, tempest, riot, strike damage, malicious damage, political riot and all other risks which are now or may from time to time be capable of being insured against, to any work carried out by the tenant in respect of the leased premises, if any, and fixtures, fittings, the appurtenances and all goods in the leased premises; and the tenant shall, if called upon by the landlord to do so, furnish written proof of such insurance cover; the tenant shall be responsible for the security of the premises. 4. TEMPORARY LEASE AFTER EXPIRATION DATE WHERE TENANT REMAINS IN OCCUPATION 4.1 In the event of any occupation of the leased premises by the tenant after the expiration date stipulated in this lease, without the parties having properly renewed the terms of the lease agreement and without a formal agreement, signed by both the tenant and the landlord, having been concluded for any reason whatsoever and irrespective of any oral discussions, representations, negotiations and correspondence that may have been exchanged between the landlord and the tenant the tenant shall be deemed to lease the leased premises on a temporary basis, subject to all the terms and conditions contained in this lease, provided that either party will be entitled to terminate such lease by giving 1 [one] month s written notice of termination to the other party; 5

6 4.1.2 the tenant further agrees that, in such circumstances, the monthly rental, operating costs and other charges payable in respect of the first month after the expiration of the lease agreement shall not be less than the monthly rental, operating costs and other charges payable by the tenant during the last month of the lease period, escalated by 15% (fifteen percent) in respect of the monthly rental, operating costs, assessment rates, service charges and other costs, with the exception of such service charges that are based on the tenant s use as contemplated in 10 below. 5. RENEWAL OF LEASE (Delete if not applicable) 5.1 Should the tenant wish to extend the lease for a further period, the tenant shall have the option to do so for a further period of years from the expiration date of the initial period of the lease ( the renewal period ) on the same terms and conditions of this lease, save for the provisions of 5.2 to 5.6 below. This shall be on condition that the tenant has not been in breach of the lease for a period of 1 (one) year prior to the expiration of the lease. 5.2 The tenant shall notify the landlord of its intention to do so in writing by no later than 6 (six) months before the expiration of the lease, failing which the option shall automatically lapse. 5.3 In the event of the tenant exercising its option, the landlord and tenant shall endeavour to negotiate the new terms and conditions of the lease, and in particular the rental and other cost increases and escalations. 5.4 Should the landlord and the tenant fail to agree on the matters referred to in 5.3 above by a date no later than 3 months prior to the expiration date, the lease shall terminate on the said expiration date and neither party shall have any claim against the other. 5.5 Subject to 5.1 above, there shall be no further option to renew or extend the lease. 5.6 This option shall not in any way constitute a pre-emptive right in favour of the tenant. 6. DEPOSIT AND FINANCIAL GUARANTEES 6.1 On the date that the tenant signs this lease, the tenant shall furnish the landlord with the security referred to hereunder, which security shall remain of full force and effect until 3 (three) months after the expiry of this lease or 3 (three) months after the expiry of any renewal thereof a cash deposit or irrevocable bank guarantee in favour of the landlord (see Annexure E for specified format) for the amount specified in the schedule as security for the due compliance by the tenant of the terms and conditions of this lease ( the deposit ); such suretyship/s as shall be required by the landlord guaranteeing the due compliance by the tenant of the terms and conditions of this lease. (See Annexure D, if applicable). 6.2 The landlord shall have the right to apply the whole or any portion of the deposit held towards payment of rent, operating costs, other charges or any liability of the tenant in terms of this lease. If any portion or the whole of the deposit is so applied, the tenant shall forthwith reinstate the deposit to its original amount. 6.3 The landlord shall retain the deposit until the expiry of this lease, or any renewal thereof, the vacating of the leased premises by the tenant and the complete discharge of all the tenant s obligations to the landlord arising from this lease. 6.4 The tenant shall not be entitled to set-off against the deposit any rent or other amount payable by it. 6

7 6.5 The landlord shall be entitled, in its sole discretion, from time to time to increase the deposit by giving the tenant one month's written notice to that effect. 7. RENT AND OTHER AMOUNTS PAYABLE 7.1 Notwithstanding the commencement date, the tenant shall pay the basic monthly rent and all other amounts payable in terms of the lease to the landlord, with effect from the trading date. The amounts payable by the tenant to the landlord in terms of the lease shall be the amounts stipulated in the schedule in respect of the relevant period, which amounts shall be paid together with VAT thereon, monthly in advance, on or before the first day of each and every month without any deduction or set-off at the place specified in below of this to the lease for the time being. 7.2 Should the provisions of above be applicable, the basic monthly rent and other amounts due in respect of that month shall become due and payable by the tenant on the new trading date referred to in above. 7.3 If the monthly rent becomes due and payable on a date other than the first day of a calendar month, then the basic monthly rent and other amounts due for the period from such date until the end of the calendar month concerned shall be pro rated accordingly. 7.4 The basic monthly rent payable by the tenant shall increase on an annual basis in terms of the escalation rate as stipulated in the schedule. 7.5 The provisions of 7.1, 7.2, 7.3 and 7.4 above shall also apply mutatis mutandis to the payment of other tenant costs contemplated in 8, 9 and 10 below. 7.6 For purposes of the landlord s legal hypothec, rent shall be deemed to constitute all amounts owing by the tenant to the landlord in terms of this lease, including but not limited to the amounts contemplated in 7, 8, 9 and OPERATING COSTS 8.1 The tenant shall, together with the basic monthly rent referred to in 7 above, pay to the landlord the operating costs (as stipulated in the schedule) in respect of the relevant period, together with VAT thereon. 8.2 The operating costs payable by the tenant shall increase on an annual basis in terms of the escalation rate as stipulated in the schedule. 8.3 Notwithstanding the provisions of this clause 8, the tenant shall be responsible for and shall pay all costs in respect of cleaning the leased premises and the interior and exterior of the windows of the leased premises. 9. ASSESSMENT RATES AND OTHER SIMILAR CHARGES 9.1 The tenant shall, together with the rent referred to in 7 above, pay to the landlord the tenant's percentage share (as stipulated in the schedule) of the assessment rates in respect of the property for the relevant period; the city improvement district levies in respect of the property for the relevant period. 7

8 9.2 Should any levies be imposed in respect of the ownership of immovable property or in respect of services supplied to owners of immovable property (other than those referred to in 10 below) then the tenant shall pay to the landlord the tenant's percentage share (as stipulated in the schedule) of such amounts for the relevant period. 9.3 Any additional payment due by the tenant to the landlord in terms of 9.1.1, and 9.2 above shall be payable on receipt of written notification by the landlord to the tenant and shall be made by the tenant simultaneously with payment of the rent next due. 9.4 It is recorded that there may be instances where the landlord, at its discretion, may require or permit the tenant to pay the assessment rates and other charges directly to the local authority. In such event, the tenant shall, if called upon to do so in writing by the landlord, exhibit to the landlord the receipts in respect thereof. 10. SERVICE CHARGES 10.1 The tenant shall, together with the rent referred to in 7 above, pay to the landlord the tenant s costs in respect of the use of electricity, water and/or gas (in terms of 10.2 and/or 10.3 below) levied or directly attributable to the premises, and the tenant s percentage share of the service charges (as stipulated in the schedule and in terms of 10.4 below) in respect of the relevant period, together with VAT thereon Should the leased premises or part of the leased premises be served by exclusive sub-meters in respect of electricity, water and/or gas, then the tenant shall pay to the landlord or to the local authority or to the supplier thereof, as the landlord may require, the cost of all electricity, water and/or gas used in the leased premises as measured by such sub-meters, together with all related deposits, service charges, other costs and VAT thereon levied by the local authority or supplier thereof, as well as any meter reading charges incurred by the landlord. The charge made by the landlord for the tenant's consumption in terms hereof shall be determined by multiplying such consumption by the tariff which would apply to such consumption had the tenant entered into an agreement with the relevant authority for the supply of such service as a single user Should the leased premises or part of the leased premises be served by a meter or sub-meter which also serves other areas within the shopping centre or complex, then the tenant shall upon demand pay to the landlord the tenant's percentage share (as stipulated in the schedule) of all electricity, water and/or gas as measured by such meter or sub-meter together with the VAT thereon levied by the local authority or supplier thereof, as well as any meter reading charges incurred by the landlord The tenant shall on written demand pay to the landlord or the local authority or the supplier thereof, the tenant's percentage share (as stipulated in the schedule) of the total amount payable by the landlord for effluent in respect of the property and/or the complex together with the VAT thereon or, in the event of the tenant s usage being separately measured, the cost thereof and VAT thereon levied by the local authority or supplier thereof as well as any other charges or costs related to the tenant s usage together with VAT thereon; to the landlord or the local authority or the supplier thereof, the tenant's percentage share (as stipulated in the schedule) of the total amount payable by the landlord for sewerage and refuse removal in respect of the property and/or the complex together with the VAT thereon or, in the event of the tenant s usage being separately measured, the cost thereof and VAT thereon levied by the local authority or supplier thereof; 8

9 to the landlord any charges payable by the landlord in respect of lift maintenance and airconditioning maintenance, where such installations are for the exclusive use of the tenant together with the VAT thereon; In the event that the tenant pays any of the amounts due in terms of this clause 10 directly to the local authority or supplier, the tenant shall, if called upon to do so in writing by the landlord, forthwith exhibit to the landlord the receipts in respect thereof. Should the tenant fail to pay any such amounts directly to the local authority or supplier, the landlord may, notwithstanding its legal remedies, effect such payment in behalf of the tenant and recover such amounts from the tenant All recurring charges payable in terms of any previous lease between the landlord and tenant, excluding rental and operating costs, shall continue to be paid under this lease. 11. PAYMENT OF RENT, SERVICE CHARGES AND OTHER AMOUNTS DUE 11.1 All payments to be made by the tenant in terms of this lease by the tenant to the landlord shall be made without demand, free of exchange and without any deductions or set-off whatsoever at - The Place 1 Sandton Drive Sandown Sandton 2196; and by means of an electronic fund transfer from the bank account of the tenant by way of a bank debit order authorisation, and the tenant shall concurrently with the signing of this agreement provide the landlord with the necessary signed authority to give effect to the aforegoing (see Annexure F); or through a deposit, or electronic fund transfer into - Nedbank - The Carlton Growthpoint Management Services (Pty) Ltd Account No Branch Code: in such other reasonable manner as the landlord, in its sole discretion, may in writing direct the tenant from time to time; provided that the landlord shall be entitled to change its bank account, or payment address by giving written notice of such change to the tenant The tenant shall take all reasonable and necessary steps to ensure that all payments are received by the landlord and/or its bank by the due date Should the tenant fail to make payment to the landlord of any amount payable by it in terms of this lease then the landlord may (without prejudice to and in addition to any other rights and remedies which it may have in law) at its option recover interest at the applicable rate on any monies due but unpaid by the tenant to the landlord in terms of this lease, and such interest shall be compounded monthly from the due date for payment of the monies in respect of which the interest is chargeable until the payment of such monies in full; or 9

10 a penalty levy on any monies due but unpaid by the tenant to the landlord in terms of this lease, which levy shall be as stipulated in the schedule for each business day that the tenant is in breach of this clause The landlord shall have the right in its sole and absolute discretion when receiving payment of any monies from the tenant and notwithstanding any direction given by the tenant as to which indebtedness of the tenant to the landlord such payment is to be appropriated, to appropriate and/or re-appropriate such payment/s received to any indebtedness whatsoever of the tenant to the landlord owing for the time being. 12. INCREASES IN COSTS 12.1 If at any time after signature of this lease (including the period prior to the conclusion of this lease and before the commencement date) charges in respect of assessment rates and other charges as provided for in 9 above, are increased by the relevant local authority or other supplier, then with effect from the date upon which any such increases become effective, the tenant shall be liable to pay its percentage share of such increases, with such increases being added to the tenant s assessment rates and other charges payable in terms of 9 above for the relevant period, alternatively upon demand If at any time after signature of this lease (including the period prior to the conclusion of this lease and before the commencement date) should the leased premises form part of a sectional title scheme or a share block scheme, and should the levies payable by the landlord in respect of the leased premises be increased by the body corporate or share block company after the commencement date so as to exceed the levies payable by the landlord at the commencement date then the tenant shall refund to the landlord the amount of such increase in levies. Should the levies again be increased thereafter, then the aforesaid provisions shall again, mutatis mutandis, apply. Each such increase shall operate from the effective date of the said increase in question and shall apply during the currency of this lease and any renewal thereof Should VAT be increased or decreased by the relevant authority then all VAT amounts payable under this lease shall be adjusted accordingly. 13. MEASUREMENT OF LEASED PREMISES 13.1 The area of the leased premises is an approximate measurement, which the tenant hereby accepts The area of the leased premises shall be measured in accordance with the method recommended by the South African Property Owners Association (SAPOA) for the measurement of floor space, from time to time The landlord may at any time during this lease, instruct the architect or quantity surveyor to measure or re-measure the area of the leased premises and to set forth, in a written certificate, the area in square metres of the leased premises. Such certificate shall be based on the SAPOA method referred to in 13.2 above In the event of a dispute as to the measurement of the area of the leased premises, the decision of the architect and/or quantity surveyor as evidenced by a certificate issued by the relevant party shall be final and binding on both parties It is recorded that the shape, area and location of the leased premises described in this lease and hereby let, and shown on the plan of the shopping centre attached hereto as Annexure B (where such plan is available), are approximate and not necessarily to scale. 10

11 14. USE OF LEASED PREMISES 14.1 The tenant shall not use the leased premises for any purpose other than as set out in the schedule. The tenant shall further not use any trade name/s and display or advertise such name/s in its leased premises or the shopping centre other than those set out in the schedule, without the landlord's prior written consent It is recorded that the use of the leased premises as described in 14.1 as read with the schedule, was and remains a primary inducement and precondition to the landlord's agreement to lease the leased premises to the tenant The business conducted by the tenant from the leased premises and in the complex shall not be on an exclusive basis. The landlord does not warrant that any other premises in the shopping centre or complex will not be let for any of the purposes stipulated in the schedule, or that any other tenant in the shopping centre or the complex will not compete with any of the businesses of the tenant If the tenant breaches any of the provisions of 14 for a period or periods exceeding in aggregate 10 (ten) days it shall without prejudice to any other rights which the landlord may have under this lease be liable to the landlord for liquidated damages equal to twice the rent payable by it during the period of the breach. 15. SUITABILITY OF LEASED PREMISES 15.1 The tenant acknowledges that the leased premises are let in good order and condition and any alterations, renovations, additions and the like shall be for the account of the tenant The landlord does not warrant that: the leased premises are fit for the purposes for which they are let; the property, shopping centre and/or premises has the necessary land use and other rights required for the conduct of the business of the tenant in terms of the property s conditions of title and/or the town planning scheme applicable to the property; the tenant will be granted a licence in respect of the leased premises for the conduct of the business of the tenant; or, any licence or other rights granted will be renewed or extended The landlord shall not be under any obligation or liability to make any applications, do any work or make any alterations or repairs to the leased premises in order to comply with the requirements of any local authority or other applicable laws and regulations The landlord shall not, however, unreasonably withhold its consent to the tenant doing any such work, alterations or repairs at the tenant s own cost and expense; provided that the landlord shall be entitled to require such work, alterations or repairs to be effected subject to the reasonable approval of the architect and the fees of such architect shall be paid by the tenant The landlord shall have the right to locate service mains and other facilities, within the leased premises when required in terms of any by-laws or regulation or when, in the opinion of the architect (which shall be final and binding on both parties), this is dictated by the requirements of engineering design or good practice or both. Service mains will be located so as to cause minimum interference with the tenant and will be unobtrusive in appearance. 11

12 15.6 Should the tenant take occupation of the leased premises whilst the shopping centre is in the course of construction, the tenant shall have no claim of any nature whatsoever against the landlord, whether for damages, remission of rent or otherwise, as a result of the said building operations then being conducted, or any inconvenience of any nature suffered by the tenant, arising therefrom. 16. SPECIFICATIONS IN RESPECT OF AND ALTERATIONS TO THE LEASED PREMISES 16.1 The tenant acknowledges that the leased premises are let in good order and condition and any alterations, renovations, additions and the like shall be for the account of the tenant. The tenant shall further not make any alterations or additions to the leased premises, the shopping centre, the complex or the roof without the landlord s written consent In the event that the landlord requiring any information from the tenant in order to complete the leased premises and the tenant failing to provide the landlord with any such information for any reason whatsoever within a period to be stipulated by the landlord, as a result whereof the completion of the leased premises is delayed, then the landlord shall be entitled to charge a penalty equivalent to the rent in respect of the leased premises or a pro rata portion thereof for the period of the aforesaid delay Should the tenant, prior to the commencement date or at any stage during the currency of this lease, request the landlord in writing to consent to any structural or non-structural alterations, renovations and/or additions to the leased premises (including the airconditioning unit and fire protection system), the complex and its roof over and above what is existing ( the work ), then such approval as the landlord may grant shall, unless expressly varied by the landlord in writing, be subject to the following terms in the event of the tenant awaiting occupation of the leased premises, the carrying out of the work shall not without the prior written consent of the landlord (whose decision shall be final and binding upon the tenant) delay the completion of the leased premises and/or the shopping centre; the work, including the plans and specifications, shall have received the landlord s prior written consent, which in the case of non-structural alterations, renovations and/or additions only, shall not be unreasonably withheld. In order to obtain such approval, the tenant shall submit to the landlord and/or the architect, the following items listed in to below detailed shop fitting drawings which drawings shall include but not be limited to details of all fittings and fixtures, wall and floor finishes, any plumbing, electrical and air-conditioning work, any internal partitions, all materials to be used within the leased premises, all colours to be used in the interior of the leased premises; and detailed drawings of the proposed bulkhead signage which shall include but not be limited to details of letter size and depth, material to be used, method of manufacture, details of illumination and of method of erection the leased premises shall be completed in accordance with the plans and specifications referred to in , it being acknowledged that the scope of the work shall be only as expressly set forth in the said plans and specifications; the express or implied approval by the landlord of the plans and specification shall not amount to a warranty or representation of the adequacy or suitability thereof and the landlord shall not be responsible for any faults or defects therein; the tenant's work shall be executed in accordance with any applicable law or requirement of any public or controlling authority; 12

13 all the tenant's work shall be effected with new materials. Materials and workmanship shall be of a uniformly high quality used and/or performed in accordance with the very best standards of practice Should the tenant effect any alterations, renovations and/or additions to the complex or the leased premises without the landlord's prior written consent, the landlord shall be entitled to deem that such consent has been given and to exercise its rights in terms of this clause Should consent be given by the landlord and/or the architect in terms of 16.3 above, then the landlord shall be entitled to appoint an agent, at the tenant's expense, to inspect any alteration to the leased premises and such inspections may take place at various stages of completion. The landlord shall approve the alterations on receipt of a final completion certificate, signed and approved by the landlord's agent The tenant shall effect insurance to the landlord s requirements indemnifying the landlord and the tenant against any damage however caused to any of the work referred to in 16.3 or to any third party as a result of the building operations in connection with the work The tenant shall be liable to pay to the landlord any additional municipal rates and taxes and/or fire insurance premiums levied or charged as a result of the work Save for the tenant s obligations provided for in of this lease, it is agreed that the tenant is not obliged to effect any improvements or alterations to the leased premises prior to the commencement date or during the currency of this lease Should consent be given by the landlord in terms of 16.3 above, then during the currency of this lease or any extension thereof, such alterations, renovations and/or additions shall not be removed or altered by the tenant and upon the expiration or earlier termination of this lease: should the tenant be required to do so by the landlord in writing, and prior to the expiration or termination of this lease, the tenant shall remove the said alterations, renovations and/or additions and reinstate the complex and/or the leased premises in question, at the tenant's cost, to their same condition prior to the carrying out of such alterations or additions, and should the tenant fail to do so after notice as aforesaid, then the landlord shall be entitled to remove the said alterations or additions and reinstate the complex and/or the leased premises as aforesaid and to recover from the tenant an amount equal to the landlord s cost thereof and which amount shall be paid by the tenant forthwith upon receipt of written demand; should the landlord not exercise its right in terms of above then, the said additions, renovations and/or alterations shall not be removed by the tenant but shall become the landlord's property and no compensation therefore shall be paid by the landlord and the tenant hereby waives any claim in respect of such additions, renovations and/or additions Should any dispute arise as to whether any alteration, renovation and/or addition is structural, non-structural or merely a fixture or fitting, a certificate of the architect shall be final and binding on both the landlord and the tenant Should any dispute arise between parties as to when any amount for the work becomes due, or the quantum of such amount including the landlord s cost, the decision (in the form of a certificate) of the quantity surveyor in determining such dispute shall be final and binding on the parties. The tenant shall only be entitled to raise any dispute in terms of this clause 16 within 7 days of receipt of the written advice of the amount payable and should it fail to do so, the tenant shall be deemed to have waived its rights to raise any such dispute. 13

14 16.12 Should the tenant be obliged by the landlord to remove any alterations, renovations and/or additions and reinstate the leased premises in terms of this lease and, for the purpose of so doing, the tenant remains in occupation of the leased premises after the expiry of this lease, then the tenant shall be liable to make payment to the landlord, as liquidated damages, of an amount equivalent to the rental due for the last month of the lease prior to the termination, plus 25% (twenty five percent) thereon, for such period as the tenant remains in occupation and such further damages as may accrue to the landlord arising therefrom The Tenant hereby expressly waives and abandons any and all claims which it may have, whether arising during the existence of this Lease or after its termination, for whatsoever reason; for payment of any compensation whatsoever for any alterations, additions or improvements effected by it to the Leased Premises, whether or not such alterations, addition or improvements were effected with the Landlord's consent or have been removed; and/or to retain possession of the Premises on the basis of a lien arising out of any alterations, additions or improvements effected by it to the Leased Premises, either during the existence of this Lease or after its termination. 17. TRADING IN LEASED PREMISES 17.1 The tenant shall keep the leased premises open for business, with its full range of merchandise, on all trading days and during such trading hours as are specified by the landlord in the schedule, and amended from time to time. In this regard, it is recorded that the landlord shall in its sole discretion be able to change the trading days and trading times, within reason and based on good business and competitive considerations The tenant shall: install and maintain suitable merchandise in the display windows of the leased premises, provided always that the tenant shall not by the display of merchandise or other objects, spoil, impair or detract from the architectural form or style or appearance of the leased premises, the common area or the complex generally; keep the shopfronts of the leased premises fully illuminated 7 days per week from 08h00 until midnight; ensure that the decor of the leased premises accords with and is maintained at a level which is in keeping with the design criteria from time to time set or from time to time introduced by the landlord for the shopping centre and the complex; and if requested by the landlord in writing, upgrade the decor of the leased premises at the tenant s cost and within the period specified in such notice, to a level which is in keeping with the said criteria; For the purpose of this clause the term the decor of the leased premises shall include, but not be limited to, the shopfronts of the leased premises, the signs therein and thereon, the ceiling, lighting and flooring therein, and all the fixtures and fittings therein; ensure that the leased premises are both adequately stocked with merchandise and properly staffed with personnel; not display, sell merchandise, allow carts, tables, trestles, chairs, signs, devices or any other objects to be stored, or to remain outside the leased premises or in any open portion of the leased premises between the shopfront of the leased premises and the mall which fronts the leased premises or in any ingo or vestibule forming part of the entranceway into, the leased premises; 14

15 ensure that no radios, hi-fi's, surround-sound systems, tape recorders, compact disc players, DVD players, MP3 players, televisions, computers or other similar devices shall be used in a manner so as to be heard or seen (as the case may be) outside of the leased premises; not erect or install any radio aerial, television aerial, satellite dish or similar installation on the roof or exterior walls of the leased premises, the shopping centre or the complex or on the property, without the landlord's prior written consent, which consent shall not be unreasonably withheld. Any aerial or dish so installed without such prior written consent may be removed by the landlord at any time without notice to the tenant and the landlord shall be entitled to recover from the tenant an amount equal to the landlord s cost thereof and which amount shall be payable by the tenant within 7 (seven) days of demand; not do anything which detracts from the appearance and general status and branding of the shopping centre or the complex; comply with the landlord's security and fire protection regulations which may exist in the complex from time to time and undertakes to endeavour to secure compliance therewith by its employees; ensure that no nuisance emanates from the leased premises and conduct its labour relations and its relations with its employees and agents in such a manner as to avoid all strikes, picketing and boycotts of, on, or about the premises and the complex; not bring into or place any safe or other heavy article in the leased premises or permit the loading of any floor of the leased premises over and above the rates for the building, the onus being on the tenant to obtain the specifications The tenant shall not without the landlord's prior written consent, which consent shall not be unreasonably withheld: hold or permit any public auction, fire or closing down sales; insolvency, liquidation, administration and judicial management sales (whether or not qualified by the word provisional ) or any other sales of a similar type in the leased premises; operate a wholesale or factory out-let store, a co-operative store, a second hand store or an army, navy or Government surplus store in the leased premises; solicit or canvass for business in the parking areas or other common areas in the complex and not distribute any pamphlets, handbills or other advertising material on motor cars parked in the parking areas or in any other common areas Without prejudice to any of the rights of the landlord including the right of cancellation in the case of a breach by the tenant in terms of this clause 17, the landlord shall be entitled to collect a penalty levy at the rate stipulated in the schedule for each business day that the tenant is in breach of this clause. 18. MARKETING OF SHOPPING CENTRE AND MERCHANT S ASSOCIATION The landlord shall be entitled to levy a marketing fee, which will be utilised for the marketing of the shopping centre of which the leased premises form a part. Such fee shall not exceed the amount as specified in clause or of the schedule, as the case may be Should the landlord establish a Merchant's Association ( the Association ) of or for the tenants of the shopping centre, then the tenant shall: become and for the duration of this lease remain a member of the Association; 15