LORD S VIEW INDUSTRIAL PARK OFFER TO PURCHASE

Transcription

1 Drawn and prepared By Charl du Plessis Attorneys Inc. P O Box Craighall 2024 Used by the Parties under licence to Charl du Plessis Attorneys Inc. LORD S VIEW INDUSTRIAL PARK OFFER TO PURCHASE [in respect of Erf Chloorklop Extension Township] CONSISTING OF PART A : OFFER TO PURCHASE Page 2 PART B : SCHEDULE OF FURTHER PROVISIONS (LAND ONLY) Page 8 PART C : SUPPORTING DOCUMENTS WITH ANNEXES TO PART B : ANNEX : A. SCHEDULE OF ANNEXES Page 33 B GENERAL PLAN Page 34 C. LAYOUT PLAN Page 35 D. RESOLUTION BY PURCHASER Page 36 My documents/agreements/sale of Land Agreements/Lord s View /Post Proc Doc Master /Chloorkop Ext. 71 Tshp

2 2 PART A OFFER TO PURCHASE 1. SELLER THE TRUSTEES FOR THE TIME BEING OF THE LORD TRUST Registration Number IT802/93 herein represented by Warwick Lord ( WL ), in his capacity as the duly authorised representative of the Lord Trust. 1.1 PHYSICAL ADDRESS Hathaway Manor, 14 Milton Avenue Senderwood, Johannesburg POSTAL ADDRESS as above 1.3 TELEPHONE NO FACSIMILE NO ELECTRONIC MAIL warwick@awl.co.za 2. PURCHASER 2.1 NAME 2.2. COMPANY / TRUST CLOSE CORPORATION / REGISTRATION NUMBER 2.3 POSTAL ADDRESS CODE 2.4 PHYSICAL ADDRESS

3 3 2.5 TELEPHONE NO. 2.6 CELLULAR NO. 2.7 FACSIMILE NO. 2.8 ELECTRONIC MAIL 3. PARTICULARS CROSS REFERENCE TO PART 3.1 Land Erf Chloorkop Extension 71 Township, measuring approximately hectares / sq metres as shown on the General Plan No. SG3384/2013 (the General Plan ), subject to any Servitudes set out therein. A8 and B Purchase Price ( ) 3.3 Deposit R (excluding V.A.T) + R (VAT at 14%) = R Total R payable on to the Attorneys B3 A7.2. and B3.1.1

4 4 3.4 Balance of the Purchase Price R Guarantee delivery date to the Attorneys : A.7.2 and B Loan in respect of the Land R to be granted within 30 (thirty) days from the Signature Date A7.4 and B Possession and Occupation On the Transfer Date or as agreed between the parties, on : A7.3, and B INTRODUCTION : 4.1 The Seller is the registered owner of the Land. 4.2 The Land forms part of the second phase of the Development along Allandale Road, in Chloorkop, Midrand. Phase 1 of the Development, situated on Portion 147 of the Farm Klipfontein 12 I.R., was proclaimed on 4 July 2012 and Phase 2 was proclaimed on 8 November The General Plan was provisionally approved by the Surveyor General on 10 September 2013 and the Statement of Conditions were approved by the Local Authority on 22 August On 14 December 2009, the Local Authority approved the Seller s statement of conditions to establish townships on the Adjacent Land. 4.5 The Transfer is subject to the Seller obtaining the Section 82 Certificate from the Local Authority.

5 5 4.6 The Land is subject to the Servitudes as set out in the Statement of Conditions. 4.7 The LORDS VIEW PROPERTY OWNERS ASSOCIATION will administer and maintain the Development. 5. OFFER TO PURCHASE 5.1 From the date of signature hereof by the Purchaser, the Purchaser offers to purchase the Land from the Seller in terms of this Agreement ( the Offer ). 5.2 The Offer is irrevocable and may not be withdrawn by the Purchaser within 10 (ten) working days from the date of signature hereof by the Purchaser ( the 10 Day Period ). 6. ACCEPTANCE OF OFFER 6.1 The sale of the Land to the Purchaser shall be concluded only upon acceptance of the Offer by the Seller signing this Agreement within the 10 Day Period or such extended period as the Seller and the Purchaser may agree in writing ( the Extended Period ), failing which, the Offer shall lapse, be of no further force and effect, and no party shall have any claim against the other from whatsoever cause or howsoever arising. 6.2 The Seller shall notify the Purchaser immediately of its acceptance of the Offer within the 10 Day Period or the Extended Period, whichever is applicable. 7. TERMS OF OFFER Upon acceptance of the Offer by the Seller, this Agreement is subject to the following terms : 7.1 Purchase Price The purchase price is set out in Part A3.2.

6 6 7.2 Payment of the Purchase Price The purchase price is payable as set out in Part A3.3, Part A3.4 and in Part B Possession and Occupation Possession and Occupation of the Land shall be given to the Purchaser on Transfer and as set out in Part A3.6 and Part B7.1, unless otherwise agreed to in writing by the parties. 7.4 Suspensive Condition - Loan Should the Purchaser obtain a loan to finance the purchase of the Land, such Loan shall be subject to the suspensive conditions set out in Part A3.5 and Part B Schedule of Further Provisions and the Schedule of Annexes Part B The Offer is subject to the Further Provisions annexed hereto as Part B and the Schedule of Annexes. 7.6 Supporting Documents The Offer is further subject to the Supporting Documents (Part C), as more fully defined in Part B and Part C. 8. ERF ALLOCATION The Purchaser acknowledges that the Surveyor General may alter, without however altering the location of the Land, the Erf number pertaining to the Land. 9. COMPLIANCE WITH PART B AND PART C 9.1. The Purchaser, upon signature by it of this Part A, accepts and agrees to be bound by and comply with the terms and conditions of Part B (the Schedule of Further Provisions

7 including the Schedule of Annexes) and Part C, subject however to the fulfilment of the suspensive conditions set out in Part B The Schedule of Further Provisions (Part B) with the Schedule of Annexes thereto and the Supporting Documents (Part C), form part of and are incorporated into this Agreement. 10. SIGNATURE DATE The Signature Date of the Offer to Purchase shall be the date upon which the Seller signs this document ( the Signature Date ). PURCHASER SELLER FOR AND ON BEHALF OF THE PURCHASER : FOR AND ON BEHALF OF THE SELLER : Director/Member/Trustee who warrants that he/she has the authority and capacity to enter into this Agreement. DATE : PLACE : PRINT NAME OF SIGNATORY: CAPACITY : SIGNATURE DATE : PLACE : PRINT NAME OF SIGNATORY: CAPACITY :

8 8 PART B SCHEDULE OF FURTHER PROVISIONS (LAND ONLY) 1 DEFINITIONS In this Schedule of Further Provisions, unless the context indicates a contrary intention, the following words and expressions shall bear the meanings assigned to them hereunder and cognate expressions shall bear corresponding meanings: Adjacent Land the properties adjacent to the Township which, with the Township, form part of the Development and upon which the Seller intends to proclaim further townships comprising of Portion 147, a Portion of Portion 23, a portion of the Remaining Extent of Portion 39 and Portion 149 of the Farm Klipfontein No. 12. I,R. and such further stands as the Seller may incorporate into the Development after the Signature Date; this Agreement shall comprise and consist of the Offer to Purchase (Part A), the Schedule of Further Provisions (Part B) including the Schedule of Annexes and the Supporting Documents (Part C), and encompasses a reference to each individually as the context may require; Architectural the Architectural guidelines which govern the procedure Design Criteria for the preparation and submission by the purchaser of the Site Development Plan to the Architectural Review Committee for approval and comprises : the Civil Design Criteria;

9 the Landscape Design Criteria; and the Site Development Plan; [the Architectural Design Criteria are included in the Supporting Documents]; Architectural the Architectural Review Committee, established in Review Committee terms of the Constitution, responsible for monitoring compliance with the Architectural Design Criteria on behalf of the LVPOA; Attorneys the Conveyancers appointed by the Seller to attend to the Transfers, namely Charl Du Plessis Attorneys Incorporated, Zambezi House, th Street, Parkmore, Sandton, South Africa; Bank any bank as defined in the Banks Act, No. 94 of 1990; Building the building and other improvements on the Land to be constructed by the Purchaser as prescribed in the Architectural Design Criteria and Buildings shall bear a corresponding meaning; Civil Design the criteria pertaining to earthworks and ground Criteria stabilisation, stormwater management, roads and parking as set out more fully in paragraph 17 of the Architectural Design Criteria; Constitution the Memorandum of Incorporation of the LVPOA; Deeds Registry the Pretoria Deeds Registry, as established by Section 1(1) of the Deeds Registries Act, No. 47 of 1937, within which area of jurisdiction the Property is situated;

10 Development the proposed phased industrial development to be constructed and completed on the Township and the Adjacent Land, to be known as LORDS VIEW INDUSTRIAL PARK ; Engineering the engineering guidelines applicable to the Development Guidelines and which are incorporated into this Agreement as part of the Supporting Documents; Environmental the authorisation dated 10 March 2009 granted by the Authorisation Gauteng Department of Agriculture, Conservation and Environment ( GDACE ) under reference : Gaut: 002/07-08/N1124 in terms whereof GDACE granted its authorisation for the Development in terms of the National Environmental Management Act, 1998 (Act 107 of 1998) and the Environmental Impact Assessment Regulations, 2006, (previously known as the Record of Decision) to be read with the Individual Environmental Management Plan and which are incorporated into this Agreement as part of the Supporting Documents; Erf an Erf in the Township, and Erven shall bear a corresponding meaning; General Plan the General Plan of the Township, as approved by the Surveyor-General in Pretoria under reference No. SG 3384/2013, a copy which is enclosed as part of the Schedule of Annexes; Individual The Draft Environmental Management Plan for Individual Environmental Landowners wherein the requirements of the Management Environmental Authorisation applicable to the Purchaser Plan are more fully set out and which is incorporated into this Agreement as part of the Supporting Documents;

11 Land the Erf in the Township, as described in Part A3.1, the subject matter of this Agreement; Land Surveyor the Professional Land Surveyor, H L Wattrus, PLS0706, appointed by the Seller; Landscape the criteria pertaining to the landscaping, prescribed Design Criteria in paragraph 16 of the Architectural Design Criteria and more fully set out in the Landscape Design Guidelines; Landscaping the landscape guidelines applicable to the land and Guidelines which are incorporated into this agreement as part of the Supporting Documents; Layout Plan the approved Layout Plan by the Local Authority for the Township dated 21 August 2013, under reference Plan No. 5392/L1/A2, a copy which is enclosed marked Annex C ; Local Authority the Ekurhuleni Metropolitan Municipality, the municipality within which jurisdiction the Township is situated; LVPOA the Lords View Property Owner s Association NPC, a non-profit company incorporated under Section 8 of the Companies Act, No. 71 of 2008 as amended; Member a member of the LVPOA within the meaning of and subject to the conditions set out in the Memorandum of Incorporation and Members shall bear a corresponding meaning; Ordinance the Town-Planning and Townships Ordinance, Ordinance (Transvaal) No. 15 of 1986;

12 Parties collectively, the Seller and the Purchaser and encompasses a reference to each individually as the context may require; Proclaim the declaration by the Local Authority declaring the Township an approved township, with the Statement of Conditions, in terms of Section 103(1) of the Ordinance, and Proclamation shall bear a corresponding meaning; Proclamation the notice published by the Local Authority in the Notice Provincial Gazette proclaiming the Township ; Property the property, of which the Land forms part, upon which the Township is proclaimed comprising the Remainder of Portion 22 (a portion of Portion 3) of the Farm Klipfontein No. 12, Registration Division I.R., Province of Gauteng, measuring 14,2756 hectares in extent, held by the Seller under Deed of Transfer No. T629/2009; Section 82 the Certificate issued by the Local Authority in terms Certificate of Section 82(1)(b)(ii)(cc) of the Ordinance certifying that the Local Authority will, within a period of 3 months from the date of the Certificate, be able to provide such services as it may deem necessary; Site Development the plan to be compiled by the Purchaser in terms of Plan paragraph 22 of the Architectural Design Criteria for approval by the LVPOA and thereafter by the Local Authority, Statement of the statement of conditions as finally approved by the Conditions Local Authority in terms of Section 98 of the Ordinance, a copy which is included in the Supporting Documents, to be known as Conditions of Establishment upon Proclamation ;

13 Schedule of the Schedule of Annexes to Part B of this Agreement, Annexes comprising : Annex B General Plan Annex C Layout Plan Annex D - Resolution by Purchaser Supporting the documents that form Part C of this Agreement Documents incorporated herein by reference and comprising : the Architectural Design Criteria; the Constitution; the Environmental Authorisation; the Engineering Guidelines, as amended; the Landscape Design Guidelines; the Individual Environmental Management Plan; the Statement of Conditions; Transfer the registration of the Land in the name of the Purchaser in the Deeds Registry, when ownership of the Land shall pass to the Purchaser; Transfer Date the date upon which the Transfer is registered; Township the Township established on the Property in accordance with the Statement of Conditions, to be known as

14 14 Chloorkop Extension 71 Township, consisting of industrial erven, roads and public open spaces and zoned Industrial 1, under the provisions of Chapter III Part C of the Ordinance; VAT Value-added Tax as defined in the VAT Act; VAT Act the Value-added Tax Act, No. 89 of SUSPENSIVE CONDITIONS 2.1 The operation of the whole of this Agreement, except for the Purchaser s obligation to make payment of the deposit referred to Part A3.3 and Part B3.1.1 hereof, is suspended and subject to and conditional upon the fulfilment of the following Suspensive Conditions namely : the Purchaser obtains approval from a Bank or any other financial institution in the amounts and within the time period prescribed in Part A.3.5. at such rates of interest and on such conditions as are stipulated by the Institution to which application for the loan is made; the approval in writing by the Board of Trustees of the Seller of the sale contemplated in this agreement, by not later than 5 (five) days after the 10 Day Period (Part A6.1) or the Extended Period (Part A6.1 and A6.2), whichever is applicable; 2.2 The suspensive condition in above shall be deemed to have been fulfilled even if such a loan is subject to any of the directors and/or shareholders and/or members of the purchaser, as the case may be, having to interpose himself as surety for and co-principal debtor in solidum with the purchaser for the fulfilment of all of the Purchaser s obligations under the loan. 2.3 The purchaser will use its best commercial endeavours to procure the fulfilment of the suspensive condition in above within the time allowed therefore.

15 The parties may extend the period within which the suspensive conditions are to be fulfilled at any time prior to the date for the fulfilment thereof by written notice, to such further date as may be agreed to by the Seller. 2.5 The suspensive conditions in : Part B2.1.1 is inserted for the benefit of the Purchaser only who may, at any time prior to the date for the fulfilment thereof, waive the fulfilment of such suspensive condition, on written notice to that effect to the Seller, either partially or in full; Part B2.1.2 is inserted for the benefit of the Seller only who may, at any time prior to the date for the fulfilment thereof, waive the fulfilment of such suspensive condition, on written notice to the Purchaser. 2.6 If any of the suspensive conditions are not fulfilled by the date provided for its fulfilment or such later date as may be agreed to by the parties in writing, then the provisions of this Agreement shall lapse, be of no force or effect and the status quo ante as at the Signature Date shall be restored. No party shall have any claim against any other party pursuant to a suspensive condition not having been fulfilled, save in circumstances where a party has refused or failed to restore the status quo ante as at the Signature Date. 3. PAYMENT OF THE PURCHASE PRICE 3.1 The Purchase Price, as set out in Part A3.2, is payable in cash on the Transfer Date and shall be secured as follows: the deposit shall be paid in the amount and on the date as set out in Part A3.3 in trust to the Attorneys, who shall hold the deposit in trust pending the Transfer, upon which date the deposit shall become non-refundable, shall constitute a portion of the Purchase Price and be payable to the Seller;

16 the balance of the Purchase Price shall be secured in the amount and on the date as set out in Part A3.4, by the delivery of one or more guarantees of a Bank or the Institution, acceptable to the Seller in its sole discretion, to the Attorneys; each guarantee shall be made payable to the nominee of the Seller as shall be advised by the Attorneys and shall constitute an unconditional and independent undertaking by the Bank or Institution concerned to make payment of the amount stipulated therein to the payee thereof on the Transfer; the Attorneys are authorised by the Parties to invest the deposit and the balance Purchase Price (if in cash) and/or the whole or any portion of the Purchase Price received in cash, in terms of Section 78(2A) of the Attorneys Act, No. 53 of 1979, in an interest bearing trust account on call with any Bank nominated by the Seller, the interest thereon to accrue for the benefit of the Purchaser. The Parties hereby consent to such investment; 3.2 The sale of the Land is subject to VAT in terms of the VAT Act as the Seller is a VAT Vendor. Consequently, no transfer duty is payable on the sale of the Land to the Purchaser. 3.3 The Seller shall furnish the Purchaser with a VAT invoice evidencing the VAT payable by the Purchaser on the Purchase Price, within 5 days of the Transfer Date. 4. TRANSFER COSTS 4.1 The Transfer shall be attended to by the Attorneys. 4.2 The Purchaser is liable for : all conveyancing costs of and incidental to the Transfer;

17 registering the Purchaser s mortgage bond (if applicable) including the Bank s assessment and administration fee; the costs of amendments to this Agreement, including consultations in respect of such amendments if requested by the Purchaser. 4.3 The Purchaser shall furnish all information and sign all documents immediately and without delay when requested to do so by the Attorneys and shall pay all costs, as set out in Part B4.2 above, on demand. 5. REGISTRATION OF TRANSFER Provided the Seller has obtained the Section 82 Certificate and the Purchaser has complied with its obligations in terms of Part B3.1.1, Part B3.1.2 and Part B4.3 : 5.1 the Attorneys will attend to the Transfer within a reasonable time thereafter; 5.2 the Purchaser shall be entitled to and may be compelled to take transfer of the Land. 6. LIMITATION OF LIABILITY 6.1 The Land is sold : voetstoots, as described in the present title deed of the Property, and is subject to all registered conditions, servitudes, the General Plan, the Statement of Conditions, the applicable Town Planning Scheme, the Environmental Authorisation and the present zoning including the prohibition of generation of noxious gases; without any warranties or representations of any nature whatsoever, express or implied. The Seller shall not be liable for any defects, which are latent, patent or otherwise, or for any damage, claim, liability, or

18 expense incurred and/or suffered by the Purchaser by reason of such defects; The extent of the Land is given approximately in Part A3.1 as it is subject to the Land being finally pegged by the Land Surveyor. The Purchaser shall have no claim against the Seller if there is a difference, in the extent of the Land between the provisionally approved and the final approved General Plan, provided that there is no more than a 5% (five percent) difference in that estimation. In the case of a difference of more than 5% (five percent), the difference shall either be added to or deducted from the Purchase Price, whichever is applicable. 7. RISK AND BENEFIT 7.1 With effect from the Transfer Date : all the benefits and risk of ownership, including occupation and possession of the Land shall pass to the Purchaser the sole risk, loss or profit in and to the Land shall pass to the Purchaser; the Purchaser shall be liable for the payment of all municipal assessment rates and taxes, levies (including special levies), sewage charges and like items, electricity, water, licences, municipal service charges and any other imposts levied upon the Land and all amounts due to the LVPOA, including interest, which may have or is due to accrue thereon (collectively the Municipal Charges ); the Purchaser hereby indemnifies the Seller and holds the Seller harmless against all claims made against the Seller by the Purchaser s shareholders, directors, officers, partners, trustees, agents, representatives, employees, family members, contractors, subcontractors, invitees and/or any person occupying the Land through the Purchaser in connection with loss of life, loss of support, bodily or personal injury, or property damage arising from or out of any occurrence

19 19 in, upon, at or from the occupancy and/or possession of the Land or any part thereof occasioned wholly or in part by any act or omission of the Purchaser and/or any person occupying or using the Land through the Purchaser; 8. LORD S VIEW PROPERTY OWNERS ASSOCIATION 8.1 With effect from the Transfer Date the Purchaser shall : become, and whilst the Purchaser is the registered owner of the Land, remain a member of the LVPOA; conform to and comply with the obligations imposed upon the Members under the Memorandum of Incorporation; conform to and comply with the Conduct Rules; and pay all fees, levies, and/or special levies raised and charged for the time being and from time to time by the LVPOA, the amount of which is to be determined, from time to time, by the directors of the LVPOA. In this regard, the Purchaser acknowledges that the aforegoing is intended merely as a general description of the rights and obligations of a Member, the details of which are more fully dealt with in the Memorandum of Incorporation and the Conduct Rules; 8.2 The Purchaser is not entitled to : sell the Land to any third party purchaser who has not agreed to become a Member of the LVPOA with effect from the Transfer Date; and transfer the Land into the name of any third party purchaser, unless and until, the Purchaser has received from the LVPOA a certificate stating that all amounts owing by the Purchaser to the LVPOA have been paid and that the third party purchaser has agreed and undertaken to confirm and comply with the provisions of this clause 8.2.

20 The Purchaser hereby irrevocably authorises the Seller to do and procure the doing of all such things as may be necessary to enrol the Purchaser as a member of the LVPOA with effect from the Transfer Date. 8.4 The conditions of this clause 8, if registerable in the above form, or in some modified form, shall be registered as a condition of title in the title deed of the Land and the title deeds of all Erven. The Purchaser undertakes to sign any documents that may be required for that purpose. 9. ARCHITECTURAL REVIEW COMMITTEE 9.1 In order to maintain an attractive, harmonious and environmentally sensitive development, the Purchaser agrees and undertakes to adhere to the guidelines and the criteria applicable to the Buildings as prescribed in the Architectural Design Criteria which form part of the Supporting Documents. 9.2 Notwithstanding anything herein contained to the contrary, the Buildings shall be erected and the Land shall be developed strictly in accordance with the Architectural Design Criteria, the Environmental Authorisation, the Individual Environmental Management Plan, the Engineering Guidelines and the Landscape Design Criteria (collectively hereinafter the Building Criteria ) after the Site Development Plan has been submitted to and approved in writing by the Architectural Review Committee and the Local Authority or any other competent authority. No work whatsoever shall commence on the Land until such time as both the aforesaid approvals have been obtained unless an authority has been obtained in writing from the LVPOA. 9.3 In order to enable the Architectural Review Committee to consider any such request for approval of the Site Development Plan or any variance thereto, the Purchaser shall provide the Architectural Review Committee with : a Site Plan being a site plan of the land showing the site boundaries, applicable set-back lines, site levels, outline of all built structures, external works including roads, parking, boundary treatments and

21 external structures as set out more fully in paragraph of the Architectural Design Criteria; a Landscape Plan being a landscape plan prepared by the Purchaser in accordance with the Landscape Design Criteria, as set out more fully in paragraph of the Architectural Design Criteria; Stormwater Management Plan a stormwater management plan prepared by a suitably qualified engineer appointed by the Purchaser, in accordance with the Civil Design Criteria, as more fully described in paragraph 17.2 of the Architectural Design Criteria and on Page 2 of the Engineering Guidelines; details of construction materials to be used. 9.4 the Building shall be constructed by a builder appointed by the Purchaser on behalf of the Purchaser. 9.5 the Seller and/or the LVPOA are entitled, within reason, to condemn any work which is in its/their opinion sub-standard or which does not comply with the provisions of this Agreement, in which event the Purchaser shall procure that such substandard work is made good to a standard acceptable to the seller and/or the LVPOA. Notwithstanding anything to the contrary contained in this agreement, the Seller and the LVPOA shall not be liable for any costs and expenses incurred as a result of such rectification. 9.6 The conditions of this clause 9, if registerable in the above form or in some modified form, shall be registered as a condition of title in the title deed of the Land and the purchaser undertakes to sign any documents that may be required for that purpose. 9.7 Notwithstanding anything to the contrary herein contained, the Purchaser shall draw the attention of each prospective purchaser of the Land or any portion thereof, the builder under any building contract, any subcontractors, and their employees and /or to the Purchaser s successors in title, heirs, executors,

22 22 administrators or assigns to the Land or any part thereof (collectively or individually referred to as successors-in-title ), to the provisions of this Agreement, and specifically including the Supporting Documents, and shall procure that each of these successors in title consent in writing to assume all of the rights and obligations of the Purchaser set out therein. 10. PURCHASER S UNDERTAKINGS AND WARRANTIES : 10.1 The Purchaser undertakes to ensure that the Attorneys or such other attorneys as may be instructed, receive the Bank s instruction to register the mortgage bond within 14 (fourteen) days of the loan referred to in Part A3.5. and Part B2.1.1 having been granted. The Purchaser will furnish and sign all documentation required by the Bank to enable such Bank to process the instruction The Purchaser further warrants that : no facts or circumstances presently exist which will have the effect of its application for a loan and/or finance being withdrawn before the Transfer; any person whose suretyship is required for the loan by the lender will execute such suretyship The Purchaser undertakes to commence building operations to construct the Building on the Land within eighteen months from the Transfer Date and to complete the construction of the Building within 36 months from the Transfer Date. For the purpose of this clause, construct shall mean physical activity on the Land pertaining to earthworks and complete shall mean the date of issue of a certificate of completion ( COC ) by the Local Authority. Should the Purchaser fail to comply with either of the time limits referred to herein, a monthly penalty of R per month shall be paid by the Purchaser directly to the Seller for each and every month or portion thereof that the Purchaser fails to comply with the provisions of this clause.

23 SELLER S WARRANTIES The Seller makes or made no warranties or representations to the Purchaser which induced this Agreement save as are contained herein. 12. ZONING AND BOREHOLE CONDITIONS 12.1 The Parties acknowledge that the present zoning of the Township is Industrial 1 Use Zone VI which excludes noxious industries. The Purchaser undertakes not to make application to amend the zoning so as to delete therefrom the reference to noxious industries and to ensure that this provision is inserted by the Purchaser in any subsequent sale agreements for the sale of the Land to a third party purchaser. The Purchaser consents to this condition being incorporated in the Constitution and being administered by the LVPOA No boreholes may be sunk on the Land without the prior written consent of the LVPOA first being obtained, which consent may be subject to whatever conditions the Seller may deem appropriate. The Purchaser consents to this this condition being incorporated in the Constitution and being administered by the LVPOA. 13. BEACONS 13.1 The Purchaser is deemed to be acquainted with the nature, condition, beacons, extent and locality of the Land and all the burdens, encumbrances and servitudes which may exist in regard thereto, the Seller and the Seller s agents being entirely free from all liability in respect thereof the Seller shall not be required by the Purchaser to point out the beacons, pegs, boundaries or boundary marks of the Land to the Purchaser.

24 AGENT / TRUSTEE In the event of the Purchaser entering into this Agreement as Agent/Trustee for a Company or Close Corporation to be incorporated or on behalf of a Trust, then : 14.1 where the Company or Close Corporation is not incorporated or an oral trust is not constituted in writing, or fails to ratify or adopt this Agreement within one (1) month of date hereof, the signatory hereof, by his signature hereto, shall be deemed to have entered into this Agreement in his personal capacity; or 14.2 where the Company or Close Corporation is incorporated or Trust is so constituted in writing and does ratify or adopt this Agreement timeously, the signatory hereof, by his signature hereto, binds himself as surety and co-principal debtor to the Company s / Close Corporation s / Trust s obligations in terms of this Agreement. 15. ARREARS All arrear amounts bear interest at the prime overdraft rate as determined from time to time by a Bank nominated by the Seller, plus 2 (two) percentage points. Prime overdraft rate means the minimum overdraft rate (percent per annum) compounded monthly, from time to time generally charged by a Bank nominated by the Seller to its prime customers in the private sector, as certified by any manager of that Bank whose designation need not be proved. 16. CESSION AND ASSIGNMENT The Purchaser shall not be entitled to pledge, cede, make over or assign his rights and/or obligations in terms of this Agreement either voluntarily or involuntarily, unless the Seller s consent, which will not necessarily be withheld, is obtained. 17. MATERIAL TERMS It is recorded that all obligations of the Purchaser, in terms of this Agreement, are material, go to the root of this Agreement and in regard the performance thereof, time is of the essence.

25 CERTIFICATE Any amount due and when it is due in terms of this Agreement, shall be determined by a certificate by the accounting officer of the Seller, whose designation need not be proved. Such certificate shall be prima facie proof of the amount and that it is due. 19. AGENT S COMMISSION The Seller shall pay commission as agreed with the appointed agents or brokers, whichever is applicable and the Purchaser shall have no obligation in this regard. 20. NUISANCE The Purchaser acknowledges that building operations will take place in the Township and on the Adjacent Land which may, during such building operations, result in the Purchaser s peaceful occupation of the Land being disturbed. The Seller disclaims all responsibility and liability for all and any damages suffered by the Purchaser (including consequential damages) whether in delict or otherwise, as a result of the building operations as aforesaid, and the Purchaser shall not have any claim against the Seller in this regard. 21. INDEPENDENT ADVICE Each of the Parties acknowledge that they have been free to secure independent legal advice as the nature and effect of the provisions of this Agreement, and that they have either taken such independent legal advice or dispensed with the necessity of doing so. Furthermore, each of the Parties acknowledge that all of the provisions of this Agreement and the restrictions herein contained are fair and reasonable and all the circumstances are part of the overall intention of the Parties in connection with this Agreement.

26 CANCELLATION 22.1 In the event of the Purchaser failing to comply with his obligations in terms of this Agreement timeously, the Seller shall be entitled to claim specific performance and damages from the Purchaser, or subject to 22.2, cancel this Agreement, and claim a penalty in terms of 22.3 or damages The Seller shall not be entitled to exercise its rights in 22.1 hereof unless it has notified the Purchaser of the breach and despite demand of not less than 10 (ten) days, the Purchaser has failed to comply with such notice In the event that the sale is cancelled and the Seller claims a penalty, the penalty shall be in the amount equivalent to the deposit/s and interest thereon, referred to in Part A3.3. Provided that the Seller furnishes a copy of the notice of cancellation to the Attorneys and proof that it was sent in terms of this Agreement, the Purchaser authorises the Attorneys to pay the deposit/s held in trust in terms of Part A3.3 hereof, with interest thereon to the Seller as being the Purchaser s penalty. 23. DISPUTE RESOLUTION AND ARBITRATION 23.1 In the event of any dispute or difference arising amongst the Parties with regard to the interpretation, implementation or enforcement of this Agreement, or as to whether or not this Agreement has been terminated or is void or voidable and/or any other difference or dispute relating to or arising from this Agreement or the enforcement thereof, then the following shall apply: in the first instance the Party claiming such dispute shall forthwith advise the other Party in writing thereof; after receipt of notice, the Parties shall meet and negotiate in good faith in order to resolve such dispute or difference; if the Parties are unable to resolve such dispute or differences, the dispute shall be referred to Mr. Peter Lord, or his nominee, on behalf of the Seller ( the Seller s representative ) and to the Purchaser s nominee ( the

27 27 Purchaser s representative). It is intended that the respective Representatives shall attempt to resolve any dispute in a period of 14 (fourteen) Business Days after the matter is referred to them, and if successfully resolved, then the decision shall be binding on both Parties in the second instance, if the respective representatives are unable to resolve the dispute in terms of above, then such dispute or difference will (unless interim and/or urgent relief is sought from a court of competent jurisdiction) be referred to arbitration The arbitrator, in the absence of agreement between the Parties, shall be appointed (from the nominees of the Parties) by the Arbitration Foundation of South Africa ("AFSA") The arbitration shall be conducted under and in accordance with the rules of AFSA Notwithstanding anything to the contrary contained in this Agreement or stipulated by AFSA, the arbitration will be held in Sandton with a view to achieving an expeditious result. Furthermore, the arbitration will be conducted in camera, the Parties and the participants in the arbitration being obliged to maintain the utmost confidentiality with regard to all matters relating thereto or arising therefrom, save as may otherwise be expressly and peremptorily required by law The provisions of this 23: constitute an irrevocable consent by the Parties to any of the proceedings contemplated therein and none of the Parties shall be entitled to withdraw from the provisions of this 23 or claim under any such proceedings that it is not bound by the provisions of this 23 or subject to such proceedings; are severable from the remainder of this Agreement and shall remain of full force and effect, notwithstanding any termination, cancellation, invalidity or alleged invalidity of this Agreement for any reason whatsoever The receipt by any Party of a notice calling for arbitration in terms of this 23 shall constitute the service of a process for the purposes of interruption of prescription in terms of Section 15 of the Prescription Act, No. 68 of 1969.

28 DOMICILIUM CITANDI ET EXECUTANDI The Parties choose as their respective domicilia citandi et executandi for all purposes under this Agreement, whether in respect of payments, court process, notices or other documents or communications of whatsoever nature the addresses set out in Part A1 and Part A Any Party may by notice to the others change the physical address chosen as its domicilium citandi et executandi to another physical address in the Republic of South Africa, or its telefax number, provided that the change shall only become effective upon receipt of the notice by the addressee Any notice to a Party which is: sent by prepaid registered post in a correctly addressed envelope to it at its domicilium citandi et executandi shall be deemed to have been received on the 10 th day after posting (unless the contrary is proved); or delivered by hand to a responsible person during ordinary business hours at its domicilium citandi et executandi shall be deemed to have been received on the day of delivery; or transmitted by telefax to its chosen telefax number (if any) stipulated in Part A1.4 and Part A2.7 above, shall be deemed to have been received on the date of dispatch (unless the contrary is proved); or transmitted by electronic mail to its chosen address (if any) stipulated in Part A1.5 and Part A2.8 above, shall be deemed to have been received on the first business day succeeding the date of dispatch (unless the contrary is proved) Notwithstanding anything to the contrary herein contained, a written notice or communication actually received by a Party shall be an adequate written notice or communication to it notwithstanding that it was not sent to or delivered at its chosen domicilium citandi et executandi.

29 GENERAL The Parties acknowledge and agree that: this Agreement constitutes the entire contract between them and no provisions, terms, conditions, stipulations, warranties or representations of whatsoever nature, whether expressed or implied have been made by any of the Parties or on their behalf except as are recorded herein; 25.2 no relaxation, extension of time, latitude or indulgence which any Party ("the Grantor") may show, grant or allow to another ("the Grantee") shall in any way constitute a waiver by the Grantor of any of the Grantor's rights in terms of this Agreement and the Grantor shall not thereby be prejudiced or estopped from exercising any of its rights against the Grantee which may have then already arisen or which may arise thereafter; 25.3 no alteration, variation, amendment or purported consensual cancellation of this Agreement or this 25 or any deletion therefrom shall be of any force or effect unless reduced to writing and signed by or on behalf of the Parties; 25.4 they have undertaken to each other to do all such things, take all such steps and to procure the doing of all such things and the taking of all such steps as may be necessary, incidental or conducive to the implementation of the provisions, terms, conditions and import of this Agreement; 25.5 the provisions of this Agreement are binding on the heirs, successors-in-title and permitted assigns of the Parties; 25.6 This Agreement shall be interpreted according to the laws of the Republic of South Africa. 26. INTERPRETATION In this Agreement : 26.1 clause headings are for the purposes of convenience and reference only and

30 30 shall not be used in the interpretation of this Agreement, nor modify nor amplify any of its provisions; 26.2 the Parties shall, wherever necessary or appropriate, be referred to by their defined designations, as in Part A1 and Part A2 above; 26.3 a reference to: any particular gender shall include the other two genders; the singular shall include the plural and vice versa; a natural person shall include a juristic person (whether a corporate or unincorporate created entity) and vice versa; a subsidiary or holding company shall be construed in accordance with the Companies Act, 71 of 2008 as amended; 26.4 all of the annexes hereto are incorporated herein and shall have the same force and effect as if they were set out in the body of this Agreement; 26.5 words and/or expressions defined in this Agreement shall bear the same meanings in any annexes hereto which do not contain their own defined words and/or expressions; 26.6 where a period consisting of a number of days is prescribed, it shall be calendar days, determined by excluding the first and including the last calendar day; 26.7 where the day upon or by which any act is required to be performed is not a business day, the Parties shall be deemed to have intended such act to be performed upon or by the first business day thereafter; 26.8 where an expression has been defined (whether in Part B.1 or elsewhere) and such definition contains a provision conferring a right or imposing an obligation on any Party, then notwithstanding that it is contained only in a definition, effect

31 shall be given to that provision as if it were a substantive provision contained in the body of this Agreement; if figures are referred to in numerals and words, the words shall prevail in the event of any conflict between the two; words and/or expressions defined in any particular clause in the body of this Agreement shall, unless the application of such word and/or expression is specifically limited to that clause, bear the meaning so assigned to it throughout this Agreement; the contra proferentem rule shall not apply and accordingly, none of the provisions hereof shall be construed against or interpreted to the disadvantage of the Party responsible for the drafting or preparation of such provision; the eiusdem generis rule shall not apply and accordingly, whenever a provision is followed by the word "including" and specific examples, such examples shall not be construed so as to limit the ambit of the provision concerned; reference to any statutory enactment (including statutes, ordinances, regulations and by-laws) shall be construed as a reference to that enactment as at the signature date and as amended or re-enacted or substituted from time to time thereafter; a reference to any statutory body or court shall be construed as a reference to that statutory body or court as at the signature date and as substituted from time to time thereafter by successor statutory bodies or courts, as the case may be; a reference to any legal principle, doctrine or process under South African law shall include a reference to the equivalent or analogous principle, doctrine or process in any other jurisdiction in which the provisions of this Agreement may apply or to the laws of which a Party may be or become subject;

32 26.16 unless specifically provided to the contrary, all amounts referred to in this Agreement are exclusive of VAT; the expiration or termination of this Agreement shall not affect such of its provisions as expressly provide that they will continue to apply after such expiration or termination or which of necessity must continue to apply after such expiration or termination; recitals shall be binding on the Parties and are not merely for information purposes.

33 33 ANNEX A SCHEDULE OF ANNEXES The Annexes to Part B comprising : 1. The General Plan Annex B 2. The Layout Plan Annex C 3. Resolution by Purchaser Annex D

34 34 ANNEX B THE GENERAL PLAN

35 35 ANNEX C THE LAYOUT PLAN

36 36 ANNEX D RESOLUTION BY PURCHASER