AGREEMENT OF PURCHASE AND SALE VACANT LOT

Transcription

1 Dated this day of, 2006 MORITZ BRUEKNER Vendor and Purchaser AGREEMENT OF PURCHASE AND SALE VACANT LOT Bodden & Bodden 802 Grand Pavilion Commercial Centre P O Box APO Grand Cayman, Cayman Islands Tel: Fax: bodco@candw.ky Our ref:.. 12 November 2008

2 THIS AGREEMENT is made the. day of, 2006 BETWEEN: (1) Moritz Bruekner of P.O. Box 73, Grand Cayman, KY1-1501, Cayman Islands (hereinafter called the Vendor ); AND: (2) The Purchaser as set out in Schedule A attached hereto (hereinafter called the Purchaser ) WHEREAS: A B C D The Vendor is the Registered Proprietor under the Registered Land Law of land situated on the Island of Grand Cayman known as Registration Section South Sound, Block 21B, Parcel 8, 13 & 23 (the Development ); The Vendor has obtained approval from the Central Planning Authority for the Cayman Islands to subdivide Parcel 8 and part of Parcel 13 of the Development into several building lots; Certain land situated within the Development, being part of Parcel 8, 13 and 23 together with and including all lands providing access, ingress and egress on, over and upon the Development have been designated by the Central Planning Authority as land for public purpose; The Vendor has agreed to sell and the Purchaser has agreed to purchase the Lot set out in Schedule A hereof in the development known as The Boulevard, (hereinafter referred to as the Lot ) as shown outlined in red on the plan annexed hereto as Schedule B, at the price and on the terms hereinafter set out which Lot shall be built by the Vendor and/or its agents and contractors. NOW IT IS HEREBY AGREED as follows: 1. Definitions and Interpretation In this Agreement: 1.1 Unless the context requires otherwise: Association Property the Completion Date Completion Notice the Deposit the Development Dollars or $ means that part of the Development providing access, ingress and egress on, over and upon the Development together with the beach front lands to the south of the Development all of which has been designated as land for public purpose or LPP by the Central Planning Authority as set out on the plan annexed hereto as Schedule B hereof. means the date described in Clause 3.2 hereof. means a notice served under Clause 18 hereof. means the deposit paid by the Purchaser to be made payable to and held by Rainbow Realty Ltd., in accordance with Schedule A hereof. means the land described in the Land Registry of the Cayman Islands as Registration Section South Sound, Block 21B, Parcel 8, 13 & 23. means Cayman Islands Dollars.

3 Page 3 Home Owners Association the Land Register the Land Registry the Law the Lot the Purchase Price the Purchaser s Attorney the Utility Corridor the Vendor s Attorney means the Association to be created for the benefit of the owners of all lots in the Development for the purposes of collectively owning and maintaining the Association Property. means the Land Register relating to the Lot s registered title. means the Cayman Islands Land Registry. means The Registered Land Law (2004 Revision). means the Lot set out in Schedule A hereof and shown marked in red on the plan attached as Schedule B. means the amount set out in Schedule A hereof. means the Attorney designated by the Purchaser as set out in Schedule A hereof. means the fifteen feet of the Lot immediately adjacent to and running parallel with the access road upon which land shall be reserved an easement for the purposes of installing, maintaining and repairing all necessary utilities servicing the Lots of the Development. means Bodden & Bodden Attorneys at Law 1.2 Where the context so admits the expressions the Vendor and the Purchaser includes the personal representatives of the Vendor and the Purchaser and the Purchaser shall include any successors in title of the Purchaser. 1.3 Where any party comprises more than one person the obligations and liabilities of that party under this Agreement shall be joint and several obligations and liabilities of those persons. 1.4 Words importing persons one gender only shall include the other and words importing the singular number only shall include the plural and vice versa; 1.5 Words importing persons include companies and associations or bodies of persons whether corporate or unincorporate; 1.6 References to clauses, schedules and annexes are reference to clauses of, schedules to and annexes to this Agreement; 1.7 References to statutes are, unless otherwise specified, references to statutes of the Cayman Islands, and include any statutory modifications or re-enactments thereof and any regulations promulgated hereunder for the time being in force; 1.8 Clause headings are for convenience only and shall not affect the construction of this Agreement; and 1.9 References to this Agreement or to any other document are references to this Agreement or, as the case may be, such document as from time to time amended, supplemented or restated. 2. Purchase and sale 2.1 The Vendor shall sell and the Purchaser shall purchase the Lot at the Purchase Price. 2.2 The Purchase Price is payable in accordance with Clause 3 hereof.

4 Page The Vendor shall be entitled to use the payments set out in Clause 3 and Schedule A hereof in the development of the Lot and/or the Development. 3. Payment of Purchase Price 3.1 The Purchaser shall pay the Purchase Price to the Vendor as follows: The Purchaser shall pay upon execution of this Agreement a deposit to be made payable to and held by Rainbow Realty Ltd. as set out in Schedule A hereof The balance of the Purchase Price shall be paid on the Completion Date. 3.2 Save as hereafter provided, completion shall take place on the date set out in Schedule A hereof, or such earlier date as may be agreed in writing by the parties hereto, or in the event that development of the Lot has not been completed by this date, completion shall take place not later than thirty (30) days after such date as the Vendor shall notify the Purchaser that development of the Lot has been completed in respect whereof time shall be of the essence (the Completion Date ). 3.3 In the event that the Vendor has not by the 30 th day of July 2007: completed development of the Lot as set out in Section 4.1 hereof; or received from the Registrar of Lands notification that registers have been opened for the Lot; or completed any final inspection or received any final approval required for the sale of the Lot from the Central Planning Authority for the Cayman Islands. then either party may by notice in writing to the other rescind this agreement whereupon the Purchaser shall be entitled to the return of all monies paid hereunder and the Purchaser shall accept the same in full satisfaction of all claims under this Agreement, and this Agreement shall be terminated and neither party shall have any further rights of action or claim of any nature against the other Party in respect thereof. 4. Development, Inspection and Indemnification 4.1 The Vendor shall (subject to the later provisions of this clause) by the date set for completion to complete or cause to complete the clearing, excavation, filling, resurfacing and grading of the Lot together with the installation of basic electrical and water connections to the boundary of the Lot, in a proper and workmanlike manner and in compliance with all Governmental permissions, regulations and statutory requirements in accordance with the plans and specifications prepared on behalf of the Vendor and approved by the Central Planning Authority. The Vendor has the right to make such reasonable modifications to them as they deem fit provided the modifications do not materially affect the size and structure of the Lot. The purchaser acknowledges and agrees that he shall be responsible and incur all costs associated with the connection of utilities, design and construction and maintenance of sewage within the boundaries of the Lot. 4.2 Notwithstanding anything to the contrary in this Agreement, if the Vendor is unable to continue the development of the Lot and/or the Development by reason of force majeure as defined below, the obligations of the parties will be suspended until such time as development can proceed (as to which a certificate of the Vendor will be final and conclusive), and the Vendor may within ninety (90) days of the happening of an event which constitutes force majeure determine this Agreement and repay to the Purchaser all money paid under it without interest. In this clause "force majeure" means any event or circumstance whether arising from natural causes, human agency or otherwise beyond the reasonable control of the Vendor including (but without prejudice to the generality of the above provisions) Acts of God or the Queen's enemies, fire, storm, hurricane, earthquake, explosion, perils of the sea, flood, tidal wave, sea water damage, drought, war, riot, civil commotion, sabotage, accident, embargo, strike lockout or other labour dispute, shortage of labour or materials or economic recession. 4.3 The Vendor shall provide the Purchaser full, unobstructed access to the Lot thirty (30) days prior to the Completion Date or such lesser amount of days before the Completion Date as may be agreed between

5 Page 5 the Purchaser and Vendor for the purposes of inspecting the Lot. By way of completing the purchase on the Completion Date, the Purchaser acknowledges and agrees that he has been furnished with full unobstructed access to the Lot for the purposes of inspection and that on the basis of such inspection, or notwithstanding the Purchasers option to not inspect the Lot given his opportunity to do so, the Purchaser agrees that he has purchased the Lot in an as-is condition as at the Completion Date. 4.4 By way of completing the purchase on the Completion Date, the Purchaser further acknowledges and agrees that the Vendor shall not be liable and shall indemnify and keep the Vendor and/or his successors heirs and assigns fully and effectually indemnified against all actions, proceedings, damages, claims and expenses which may be suffered or incurred arising as a result of or in connection with the Purchaser s development of the Lot and/or the Development or any further development of the Lot and/or Development or construction of any buildings, structures, appurtenance, service connection, utility, landscaping or fencing completed by the Purchaser, agent or subsequent owner of the Lot, any surface or subsurface withdrawal or weakening of support, soil or subsoil pollution or contamination. 4.5 The Purchaser acknowledges that the Development may be completed in two or more phases and hereby agrees not to raise any objection in respect of any noise dust or other inconvenience caused by the fact that development is ongoing. The Purchaser agrees that until the Development is completed he or she will NOT bring any action, claim, suits, proceedings or demands in his or her capacity as a registered owner or vote as a member of the Home Owners Association so as to: a) block any changes to the Development; b) block any additions of lots to the Development; c) block the sale of any undeveloped parcel of which the Association Property forms a part or the combination of any parcel with the undeveloped parcel of which the Association Property forms a part; or d) vote so as to cause any additional fees to be assessed to the owners of lots added to the Development by reason only of their addition as registered proprietors. The Purchaser shall not be entitled to make objectionable claim for compensation by any reason of any alteration in the number, size, location or unit entitlement of any other lot or lots comprised within the Development or any amendment thereof or to the Association Property in, or to the Development, provided, that such alteration does not have a material detrimental effect on access to, lay-out, size, or views from the Lot. The Parties hereto acknowledge and agree that the representations and covenants set out in this Section 4 shall survive closing and shall remain binding and enforceable in accordance with the applicable terms notwithstanding the closing of the transaction contemplated herein. 5. Completion 5.1 Completion of the sale of the Lot shall take place on the Completion Date. 5.2 Unless otherwise agreed by the parties completion shall take place at the offices of the Vendor s Attorney. 5.3 The Vendor shall execute and deliver Transfers of Land forms in respect of the Lot in accordance with the Law together with any such documents and assurances as may be required in order fully and completely to effect the legal and valid transfer of title, including delivery of the Land Certificate, if any, on the Completion Date against payment of the whole Purchase Price to the Vendor. 6. Possession The Lot is sold with vacant possession on completion in an as-is condition as set out in Section Home Owners Association 7.1 The Purchaser acknowledges that the Lot will be comprised within the Development and they are sold subject to the provisions of the Restrictive Agreement as set out Schedule C, the By-laws of the Home Owners Association which may be registered subsequent to the Completion Date and to any other

6 Page 6 restrictive agreements or overriding interests that may affect the Lot or the Association Property of the Home Owners Association. 7.2 The Purchaser acknowledges and agrees that upon closing he shall be required to become a Member of the Home Owners Association and at all times while being a registered proprietor of the Property, he shall remain a Member of the Home Owners Association and abide, conform with and perform all required obligations, requirements and provisions of membership as set out in the By-laws and Articles of Association. 7.3 Prior to the Completion Date, the Vendor shall deliver to the Purchaser a copy of the Home Owners Association By-Laws. 7.4 The Purchaser further acknowledges that the Home Owners Association may not be created and the Bylaws not registered until such time as three Lots of the Development have been sold and title to the said first three lots (or such further requisite number of Lots as may be required herein) has transferred to the new proprietors. The Purchaser acknowledges and agrees that should he be the purchaser of one of the first three lots of the Development, he shall in concert with the two other purchasers of the first three lots, become first Directors of the Home Owners Association and file Articles of Association with the Registrar of Companies and thereafter cause registration the Home Owners Association By-laws against the title of the Development Lots. Should the Purchaser be obliged by this paragraph to become a First Director of the Home Owners Association yet be legally or otherwise incapable of fulfilling this position, the obligation set out shall fall on the next subsequent purchaser of a Lot in the Development and such subsequent Purchaser, as the case may be, acknowledges and agrees the he shall become a First Director accordingly. 8. Title Title to the Lot will be registered at the Land Registry with private absolute title and the Lot are sold and the Purchaser shall take title thereto and possession thereof subject to the provisions of the Law. 9. Incumbrances 9.1 The Lot is sold subject to and (where appropriate) with the benefit of the matters contained or referred to in the Land Register. The Lot is sold free of all incumbrances save those restrictive covenants and conditions registered against every Lot in the Development. 9.2 The Purchaser, or the Purchaser s Attorney, having reviewed a copy of the Land Register prior to the Completion Date, the Purchaser shall be deemed to purchase with full notice and knowledge of the same and shall not raise any requisition or make any objection in relation to matters contained in the Land Register. 9.3 The Purchaser hereby covenants that the Purchaser will observe and perform the covenants and conditions, registered against every Lot in the Development, contained or referred to in the Land Register and will indemnify and keep the Vendor and his successors in title fully and effectually indemnified against all actions proceedings damages costs claims and expenses which may be suffered or incurred by the Vendor or his successors in title in respect of any future breach or non-observance or nonperformance of those covenants and conditions. 10. Matters affecting the Lot The Lot is sold subject to the following matters: 10.1 All actual or proposed charges, notices, orders, restrictions, agreements, conditions, contraventions or other matters arising under the Development and Planning Law (Revised) All easements, quasi-easements, rights, exceptions or other similar matters whether or not apparent on inspection or disclosed in any documents.

7 Page A Utility Corridor located along the fifteen feet of the Lot immediately adjacent to and running parallel with the access road which corridor shall be accessible by any and all utility companies for the purposes of installing, maintaining and repairing utilities servicing the Lots of the Development and shall be further used for the purposes of planting such vegetation, erecting such street lighting and/or otherwise providing The Boulevard appearance. 11. Overriding Interest Subject to clause 12.1, the Vendor is not aware of the existence of and shall not be required to give any evidence or information as to the existence or otherwise of any of the matters which are by Section 28 of the Law declared to be overriding interests and the Purchaser takes the Lot subject to all such matters (if any) as are now subsisting. 12. Requisition and objection 12.1 The Purchaser shall be entitled to make requisitions and objections in respect of title to ensure that private title absolute is not prejudicially affected by any interests or claims. All such requisitions and objections shall be made within thirty (30) days prior to the Completion Date and further requisitions and objections arising from a reply shall be delivered within six (6) days of the delivery of such reply In respect of the delivery of requisitions and objections, time shall be of the essence of this Agreement Subject to his requisitions and objections, the Purchaser shall be deemed to have accepted the title Should any objection to or requisition on the title to the Lot other than such objections and/or requisitions pertaining to the By-laws provided with this Agreement, be insisted on by the Purchaser or the Purchaser s Attorney which the Vendor shall be unable or reasonably unwilling to satisfy or comply with the Vendor may, by notice in writing to the Purchaser or the Purchaser s Attorney, rescind this Agreement whereupon the Purchaser shall be entitled to the return of the Deposit and any other monies paid hereunder free of interest and the Purchaser shall accept the same in full satisfaction of all claims under this Agreement and this Agreement shall be terminated and neither party shall have any further rights of action or claim of any nature against the other in respect hereof. 13. Description 14. User 15. Risk The Lot is hereby taken, for the time being, to be correctly described as the Lot set out in Schedule A hereof in the development known as The Boulevard and no error or misdescription thereof unless material shall invalidate this Agreement or be founded on by the Purchaser in any way. The Purchaser acknowledges that he has had every opportunity of ascertaining for what purposes the Lot may be used and the Lot is sold for use for such purposes as it may be lawfully used and subject as aforesaid the Vendor is hereby expressly exempted from all liability arising from the fact that it cannot for any reason whatever be used for any particular purpose Notwithstanding any rule of law or equity to the contrary, the risk in the Lot shall not pass to the Purchaser until the Completion Date. In the event of material loss or damage to the Lot prior to the Completion Date, the Purchaser shall have the option to rescind this Agreement. 16. Caution and Stay of Registration 16.1 The Purchaser shall be entitled to lodge a Caution pursuant to the Law on the Land Register but the Purchaser hereby authorises and directs the Registrar of Lands to remove such caution in the event of termination of this Agreement as a result of the default of the Purchaser.

8 Page Notwithstanding the foregoing, the Purchaser hereby acknowledges and agrees that he shall not register a Caution as set out in paragraph 16.1 until such time as the subdivision of the lots has been completed and the Registrar of Lands has assigned a specific parcel for the Lot The Vendor will, at the request of the Purchaser, provide a written authority to apply for an official search and consent to stay of registration with respect to the Land Register. 17. Closing Costs and Apportionment 17.1 The Purchaser shall pay the Stamp Duty on this Agreement, any assignment hereof and also on the transfer of the Lot The Purchaser shall pay all registration filing and recording fees on the transfer of the Lot Each party shall be responsible for the legal fees of any attorney-at-law employed by him and other costs and disbursements incurred by him or on his behalf in connection herewith The Vendor will be responsible for all maintenance and insurance contributions, electricity, telephone and other utility charges and other outgoing and expenses in respect of the Lot up to the actual date of completion and the Purchaser will be responsible therefor thereafter and the amounts so due will be adjusted and compensating payments made between the parties on the actual date of completion The Vendor will have the benefit of all income including rents (if any) receivable in respect of the Lot up to the actual date of completion and the Purchaser will have the benefit therefor thereafter and such income will, if necessary, be adjusted and compensating payments made between the parties on the actual date of completion. 18. Completion Notice 18.1 If the sale shall not be completed on the Completion Date either party, being then himself ready able and willing to complete, may after that date serve on the other party notice to complete the transaction in accordance with this condition. A party shall be deemed to be ready, able and willing to complete if he could do so but for some default or omission of the other party Upon service of a Completion Notice it shall become a term of this Agreement contract that the transaction shall be completed within seven (7) days of service and in respect of such period time shall be of the essence If the Purchaser does not comply with a Completion Notice: the Purchaser shall forthwith return all documents delivered to him by the Vendor and, at his own expense, procure the cancellation of any entry relating to the contract in the Land Register without prejudice to any other rights or remedies available to him, the Vendor may: a) forfeit and retain the Deposit ; and b) re-sell the Lot If the Vendor does not comply with a Completion Notice, interest shall accrue on the Deposit and all other monies paid by the Purchaser under this agreement at the rate of three per centum (3%) per annum above the prime lending rate for Dollars from eleven working days after service of the Notice until return of the Deposit. The Purchaser shall not be entitled to specific performance of the contract, but shall forthwith return all documents delivered to him by the Vendor and at the expense of the Vendor procure the cancellation of any entry relating to this Agreement in the Land Register Where after service of a Completion Notice the time for completion shall have been extended by agreement or implication, either party may again invoke the provisions of this condition. 19. Interest on late payments

9 Page 9 In addition to any other remedies available to the Vendor in the event that the Purchaser delays in making payment of any instalment payable hereunder or the final balance of the Purchase Price on the date fixed for such payment hereunder the Vendor shall be entitled to charge interest on the late instalment or the balance of the Purchase Price unpaid as the case may be, until the date of payment at the rate of three per centum (3%) per annum above the prime lending rate for Dollars calculated on a daily basis. 20. Assignment The Purchaser may assign this Agreement to any company formed or controlled by the Purchaser provided the Purchaser remains the beneficial owner of the assignee. Otherwise this Agreement cannot be assigned by the Purchaser prior to the Completion Date without the prior written consent of the Vendor. 21. Merger on Completion The provisions of this Agreement shall not merge on completion of the transfer of the Lot so far as they remain to be performed. 22. Commissions The Vendor and the Purchaser represent and warrant each to the other that there are no real estate agents or other persons entitled to any commission arising out of the sale hereunder save for Rainbow Realty Ltd. and any co-brokers thereunder. 23. Entire Agreement The Purchaser admits that once he has inspected the Lot and purchases them, he will purchase with full knowledge of its actual state and condition and shall take the Lot as they stand and the Purchaser now admits that he enters into this Agreement solely on the basis of the terms of this Agreement and not in reliance upon any representation or warranty, either written or oral, implied or made by or on behalf of the Vendor (save for any representation or warranty contained in written replies given by the Vendor to any preliminary inquiries raised by the Purchaser or the Purchaser s Attorney) of anything whatsoever subject to the agreement and that this Agreement contains the entire agreement between the parties. 24. Notices 24.1 Any notice or communication under or in connection with this Agreement shall be in writing and shall be delivered personally, by post, or by facsimile: To the Vendor at: Bodden Corporate Services Ltd. P.O. Box Grand Cayman KY Telephone: Telefax: To the Purchaser as set out in Schedule A hereof or at such other address as the recipient may have notified to the other party in writing Proof of posting, dispatch or transmission or delivery by hand shall be deemed to be proof of receipt: a) In the case of a letter on the seventh day after posting; b) In the case of a facsimile transmission, on the day immediately following the date of dispatch or transmission; and c) In the case of hand delivery, on the date of delivery.

10 Page No waiver of terms In the absence of an express written agreement to the contrary, no neglect omission or forbearance on the part of the Vendor to take advantage of or enforce any right or remedy arising out of any breach or non-observance of any of the terms and conditions contained or implied herein shall be deemed to be or operate as a general waiver of such term and condition or the right to enforce or take advantage of the same in respect of any breach or non-observance thereof either original or recurring. 26. Governing Law This Agreement shall be governed and construed in accordance with the laws of the Cayman Islands and the Purchasers hereby submits to the exclusive jurisdiction of the courts of the Cayman Islands. IN WITNESS whereof, this Agreement has been executed by the parties hereto on the day and year first before written. Signed by Moritz Bruekner in the presence of: Witness Mortiz Bruekner Signed by in the presence of: Witness Rainbow Realty Ltd. Hereby acknowledges receipt of the Deposit Rainbow Realty Ltd.

11 Page 11 SCHEDULE A The following items pertain to and shall form part of the Agreement of Purchase and Sale dated the day of, Vendor: Moritz Bruekner Purchaser: _Address: Tel: Fax: Lot Description: Completion Date: Purchase Price: Deposit: to be made payable to and held by Rainbow Realty Ltd. Purchaser s Attorney: Address _Tel: Fax:

12 Page 12 SCHEDULE B Plan

13 Page 13 SCHEDULE C RESTRICTIVE AGREEMENT I. General The Purchaser, with intent and so as to bind the Lot into the hands of whomsoever it may come and to benefit and protect the other proprietors of land forming part of the Development and all parts of it as a building scheme, covenants with the Vendor that the Purchaser and his successors in title will, at all times, observe and perform the following stipulations and restrictions, in relation to the Lot. 1. No building shall be erected on the land other than one detached private dwelling house for each of lot, such dwelling to be suitable for the use of and to be used by a single family only, together with one private double or triple garage forming part of the said house and suitable only for the use of the occupants of the said house. Not more than one driveway shall be constructed on any one lot. Said building to be erected on the lot in accordance with the following terms, specifications and conditions: (a) ANY ONE FLOOR HOUSE PLAN shall have a minimum area of 2,500 square feet. ONE FLOOR HOUSE PLAN shall mean a home having one main floor only, between the roof and the basement, if any. (b) ANY OTHER HOUSE STYLE shall have a minimum area of 3,000 square feet. OTHER HOUSE STYLE shall mean house plans other than One Floor House Plans, including One and One-Half Storey, Split Level and Bi-Level Plans. 2. Not to erect any building with a flat roof, or corrugated zinc roof. 3. Not to erect or place any building on the Lot or alter the exterior of any building on the Lot without the prior consent of: (a) the Vendor; or (b) the Home Owners Association, which consent may not be unreasonably withheld. 4. Not to use the Lot except for residential purposes. 5. No excavation shall be made on the Lot other than an excavation made for the purpose of erecting thereon a building and amenities for such a building, the plans and location of which have been approved in writing by the Vendor or the Home Owners Association pursuant to paragraph 3 hereof, at the time of commencement of such building, to be immediately followed by the orderly and continuous erection of such building to completion thereof in conformity with such plans and location, including the completion of lawns, walks and driveways; and in the completion of grading and construction of swales, in accordance with the drainage control plan; and no soil, sand or gravel shall be removed from the Lot except as part of such excavation. No excavation shall be left open for a period longer than 45 days without building commencing. 6. No material removed from the Lot shall be placed on any adjoining land or any land belonging to the Vendor and further, that no material shall be placed on the Lot so as to interfere with the drainage of surface water, as aforesaid, in accordance with the said drainage control plan. 7. No building, waste or other material of any kind shall be dumped or stored on the Lot, except clean earth for the purpose of leveling in connection with the erection of a building thereon. 8. No building shall be constructed on the Lot unless in compliance with the following conditions:

14 Page 14 (a) (b) (c) (d) (e) The Purchaser shall implement an appropriate drainage plan to ensure adequate drainage of the Lot. The said drainage plan shall not interfere with the storm water drainage wells constructed on the road and shall ensure that water drainage from the road does not flow onto the Lot. Final grading of the Lot shall take place concurrently with completion of the building. Weeds shall be removed and grass or suitable ground cover, together with foundation plantings in keeping with reasonable landscaping requirements of the Vendor, shall be completed within six months from the date of occupancy of the said building; Fencing shall only be installed along the perimeter of side yards from the rear boundary up to but shall not extend beyond the front of the main building on the Lot, and no fencing is permitted across the front yard. Swimming pools constructed on the Lot shall be inground only with pumps placed so as not to interfere with the enjoyment of neighbouring property owner; Accessory buildings erected on the Lot, i.e. garden shed, tool shed, pool change and equipment house, shall be built as a permanent structure with proper building materials and materials which match the style and design of the house and shall be erected such that their location does not impact on the view and enjoyment of abutting property owner. 9. Not to do any act or thing on the Lot or upon or within any part of the Common Property which shall constitute a nuisance or disturbance to the proprietors or occupiers of any of the lots forming part of the Development. 10. Not to permit any person other than the Lot owner and their invited guest to use any of the Common Property. 11. Not to interrupt, cease or postpone any construction work on the Lot such that such construction shall not be completed within 18 months of such construction work having been commenced. 12. Not to keep in the dwelling house or on any other part of the Lot any animals, livestock or birds other than a reasonable number of household pets. 13. Not to keep permanently parked on the Common Property any motor vehicle, motor vessel or sailing vessel. 14. Not to subdivide the Lot or build any kind of fence on it exceeding four (4) feet in height. 15. Not to build on the Lot any kind of metal wire fence without planting a hedge to cover the fence. 16. Not to allow any fence built on the Lot to deteriorate or become unsightly. 17. Not to permit the accumulation on the Lot of (a) (b) disused vehicles of any kind; or garbage, trash, or rubbish except as is placed in reasonable refuse containers for collection by the Department of Environmental Health, and not to burn anything on it. 18. Not to erect on the Lot any clothes line, yard equipment, or recreational activity centre (including but to limited to trampolines, swing-sets or jungle gyms) without concealing it from the view of neighboring lots. 19. Not to erect any sign advertisement, billboard, or advertising structure of any kind on the Lot without the Seller s consent, which in the case of for sale or for rent signs must not be unreasonably withheld. II. Release from these Restrictions

15 Page The Vendor reserves the right to:- Modify, waive, or release any of the stipulations and restrictions relating to any lots in the Development whether imposed or entered into before or at the same time as, or after the date of this Agreement; and Sell or otherwise deal with any unsold lots either subject to or free from all of any of those stipulations and restrictions imposed on the Lot by this Agreement; and the exercise of those rights in relation to any lots will not release the Purchaser from any of the stipulations and restrictions affecting or imposed on the Lot, or affect the status of the Development as a building scheme, or give the Purchaser any right of action against the Vendor. III. Breach of or Failure to Comply with restrictions 21. In the event of the Purchaser' s default of the covenants and restrictions contained herein, the Vendor or the Home Owners Association, as the case may be, shall be entitled to enter upon the Lot to rectify and/or to remedy any non-compliances, all costs of which shall be borne by the Purchaser, non-payment of which shall entitle the Vendor or the Home Owners Association to register a Charge against the Lot.