VAL DE VIE WINELANDS LIFESTYLE ESTATE RESALE PURCHASER S CONSENT

JANUARY 2015 VAL DE VIE WINELANDS LIFESTYLE ESTATE RESALE PURCHASER S CONSENT PAARL 218; 021 860 1240; FAX: 021 860 1241

1 VAL DE VIE WINELANDS LIFESTYLE ESTATE: RESALE PURCHASER'S CONSENT MEMORANDUM OF AGREEMENT AS ENTERED INTO BETWEEN 1. THE PARTIES 1.1 ELEMENTS DEVELOPMENT PROJECTS (PTY) LTD REG NO. 2001/018028/07 herein represented by being duly authorized thereto [ ELEMENTS ] 1.2 VAL DE VIE WINELANDS LIFESTYLE ESTATE HOME OWNERS ASSOCIATION herein represented by being duly authorized thereto [ HOA ] 1.3 PURCHASER Cell no: Email Address: Identity / Registration Number: herein represented by being duly authorized thereto (if applicable) [ PURCHASER ] 2. BACKGROUND 2.1 The PURCHASER has entered into a deed of sale for the purchase of ERF NO: Val de Vie. [the PROPERTY ] 2.2 In order to pass transfer, the PURCHASER must obtain a clearance certificate from the HOA / ELEMENTS.

2 2.3 The HOA / ELEMENTS are prepared to issue such a clearance certificate, provided the PURCHASER accepts the duties of a PURCHASER of an erf in Val de Vie Winelands Lifestyle Estate, as set out in this document. 3. HOME OWNERS ASSOCIATION The PURCHASER acknowledges herewith that the Property is sold subject to the rules and regulations of the town planning scheme applicable thereto, and the conditions under which the development and the subdivision of the Val de Vie Winelands Lifestyle Estate has been approved by the relevant authorities. These conditions have been imposed by the relevant authorities on approval of the subdivision and rezoning of the Val de Vie Winelands Lifestyle Estate, in terms of Section 25(1) of Ordinance Nr. 15 of 1985, and other legislation. Without derogating from the generality of the above, the PURCHASER acknowledges that he is aware that the Property forms part of the HOA. The effect hereof is that every registered owner and his successor in title of the Property, will automatically become a member of such HOA, as soon as the Property has been transferred into his name. Such owner will immediately cease to be a member of such HOA when he is no longer a registered owner in respect of at least one of the properties arising from the abovementioned subdivision. The registered owner shall be entitled to, and be subject to, all privileges and obligations as contained in the constitution of the HOA, which the PURCHASER admits he is aware of, and which is available on demand from Elements or the HOA. In particular, without derogating from the generality of the above, the PURCHASER shall be obliged to pay the levies to the HOA as determined from time to time by the members of such HOA. The PURCHASER is also aware that the internal services of the development shall be maintained by the HOA, and not by any local authority. 4. BUILDINGS, BUILDING CLAUSE AND PENALTIES 4.1 The plans of all buildings, boundary walls or other structures to be erected on the Property shall be subject to the approval of the HOA, in terms of architectural guidelines lodged at Drakenstein Municipality, a copy of which is available on demand, and forms part of the constitution of the HOA.

3 All building plans must be submitted to the HOA for its approval prior to submission to the relevant local authority for its approval. A fee for the scrutinising and approval thereof by the HOA will be payable by the PURCHASER. Such fees for work done by the HOA will be determined by them from time to time. Building operations may not be proceeded with before the written consents of the HOA and the local authority have been endorsed on such plan and no building and/or structure shall be erected other than strictly in accordance with such approved plan. 4.2 For the interpretation of Clauses 4.3 and 4.4, the following words will have the meaning as set out here-under: 4.2.1 date of registration will mean the date of registration of the Property from Elements Development Projects (Pty) Ltd [ ELEMENTS ] to the first PURCHASER there-of; and 4.2.2 first Purchaser will mean the first purchaser who bought the Property from the Developer, Elements Development Projects (Pty) Ltd. 4.2.3 purchase price will mean the purchase price of the Property in the Deed of Sale between ELEMENTS and the first PURCHASER. 4.3 The PURCHASER acknowledges that he is aware of the fact that the first purchaser bought the Property subject to the following condition The PURCHASER and/or his successors in title shall, within a period of 24 (twenty four) months after the date of registration commence with the building operations in respect of a dwelling house on the Property (the plans and specifications of which shall have been approved in terms of Clause 4.1 above) and shall complete such building operations in respect of such dwelling house on the Property within a period of 36 (thirty six) months after the date of registration. This will be the date from which such periods will be calculated irrespective of whether the Property has been transferred subsequently. The PURCHASER shall ensure that the contents of this Clause, as well as of Clause 4.4 are brought to the attention of any PURCHASER of the Property, should he alienate this Property.

4 4.4 The PURCHASER and/or his successors in title shall, within a period of 24 (twenty four) months after the date of registration commence with the Improvements on the property (the plans and specifications of which shall have been approved in terms of clause 4.3 above) and shall complete such Improvements within a period of 36 (thirty six) months after the date of the first registration of the property in the name of a PURCHASER from ELEMENTS. This will be the date from which such periods will be calculated irrespective of whether the property has been transferred subsequently. If the PURCHASER fail to comply with the provisions of this clause 4.4 ELEMENTS shall be entitled, without prejudice to any other rights which it may have and/or at law and at its election to - 4.4.1 repurchase the property from the PURCHASER for an amount equal to the original purchase price paid by the PURCHASER in terms of the Deed of Sale (inclusive of VAT); or 4.4.2 sell the property to any third party for an amount of not less than the original purchase price paid by the PURCHASER in terms of the Deed of Sale. The PURCHASER hereby irrevocably and in rem suam appoints ELEMENTS as his duly authorised agent for purposes of such sale, provided that all costs of transfer shall be for the account of the PURCHASER in either case. Notwithstanding the provisions of clauses 4.4.1 or 4.4.2 above, a PURCHASER who is in breach of the said clause 4.3 by not completing the Improvements within a period of three years from first registration of the erf from ELEMENTS to any PURCHASER, will be liable to pay to the Association an Extraordinary Levy calculated as set out here-under, over and above the Normal Levy: YEARS SINCE FIRST YEARS OF NON-COMPLIANCE TO LEVY PAYABLE REGISTRATION CLAUSE 15.18 OF THE CONSTITUTION 1 0 Normal Levy 2 0 Normal Levy 3 0 Normal Levy 4 1 Normal Levy + 50% x ELBC* 5 2 Normal Levy + ELBC* 6 3 Normal Levy + 300% x ELBC* (*ELBC = R 1,995.00 or such other amount determined by the Association.)

5 Thereafter the total levy payable will be the Normal Levy plus the extraordinary levy of 300% times the ELBC, until compliance with clause by the PURCHASER: Provided that - 4.4.3 Should the Erf be sold and transferred after three years after the first transfer, the new PURCHASER will be liable for the Normal Levy for the first four full months after the date of registration of the erf in his name, to enable him to prepare plans and obtain a Site Handover Certificate (SHOC) which is a certificate issued by the Association after approval of the building plans by the Association and Drakenstein Municipality; 4.4.4 After a SHOC has been issued to a PURCHASER, the Normal Levy will be payable by such PURCHASER for a period of eleven completed months after the issue of such a SHOC; 4.4.5 Should a PURCHASER not obtain a SHOC or comply with clause 4.3 in the periods set out in clauses 4.4.3 or 4.4.4, he will be liable for the Normal Levy and the Extraordinary Levy determined in terms of this clause 4.4. Provided further that in any other case where a SHOC has been obtained by a PURCHASER in respect of an Erf, the Normal Levy will be payable after 1 September 2012 by such PURCHASER for a period of eleven completed months after the issue of such a SHOC, where after sub-clause 4.4 will mutatis mutandis apply. Provided further that the reductions in levies contemplated in this clause 4.4 above, will only apply for as long as the PURCHASER has paid all levies and fees due and payable to the Association. 4.4.6 It is placed on record that the amendment of this clause providing for reduction of levies, will be applicable from 1 September 2012. This will not change any obligation for the payment of any levies prior to this date. 4.4.7 For the sake of clarity and in accordance with clause 15.19.7 of the Constitution, the levies payable will be as set out in the following flow chart:

6 More than 3 years from the date of first transfer of the erf without compliance with clause 15.18 of the Constitution by the Member? Yes Yes Erf sold and transferred to new owner after 3 years since 1 st transfer No Did most recent transfer take place on/after 2012/09/01 No Yes Normal monthly levies apply during: 1 st 4 months after most recent registration to enable Member to prepare plans and obtain SHOC; 11 months after SHOC has been issued IF SHOC obtained within 4 months; and Clause 15.18 of the Constitution complied with within periods set out in clauses 4.4.3 or 4.4.4; and All levies and fees payable to HOA are up to date Normal monthly levies apply (effectively from 2012/09/01) during: 11 months after SHOC has been issued IF Clause 15.18 of the Constitution complied within periods set out in clause 4.4.4; and All levies and fees payable to HOA are up to date 4.5 The PURCHASER accepts that Clauses 4.3 and 4.4 are reasonable and necessary in order to ensure that building work on the Val de Vie Development is completed within a reasonable time, and is brought to the attention of any PURCHASER of the Property, should he alienate this Property. 5. LIABILITY 5.1 In the event of there being two or more PURCHASERS then they shall be jointly and severally liable in terms of this Agreement.

7 5.2 In the event of this Agreement being executed on behalf of a Company or Close Corporation to be incorporated or already incorporated or on behalf of a nominee then such person executing the Agreement shall be personally liable should the Company, Close Corporation or nominee not accept or ratify this Agreement within 20 (twenty) days of execution. In any event the natural person who signs this Agreement on behalf of a PURCHASER who is not a natural person hereby guarantees the compliance by such non-natural person or nominee with all the conditions and terms of this Agreement, under renunciation of the legal exceptions non causa debiti, de duobus vel pluribus reis debendi, and ordinis seu excussionis et divisionis, the contents of which the PURCHASER acknowledges he is conversant with. 6. PAYMENT OF HOA LEVIES The PURCHASER undertakes to ensure that all HOA levies be paid by way of bank debit order. Attached as Annexure A is the completed debit order authority as required. 7. POSSIBLE ADJACENT DEVELOPMENTS 7.1 The PURCHASER is aware of the right of the Developer to extend the present Val de Vie Development by the inclusion of additional land, as contained in clause 44 of the Constitution. 7.2 The PURCHASER acknowledges that he is aware of the possible extension of the Val de Vie Development by the inclusion of the following properties: 7.3 Portion 5 of the Farm Sandwyk No. 833, in the Drakenstein Municipality, Division of Paarl, Western Cape Province, in extent: 9,5775 ha and held by Deed of Transfer No. T7037/2007 Part of the "Levendal" sub-development. 7.4 Remainder of Farm 1348, in the Drakenstein Municipality, Division of Paarl, Western Cape Province, in extent 25,3217 ha and held by Deed of Transfer No. 76295/2007 Part of the "Levendal" sub-development. 7.5 Portion 12 (a portion of Portion 2) of the Farm Kliprug No. 826, in the Drakenstein Municipality, Division of Paarl, Western Cape Province, in extent: 17,2470 ha and held by Deed of Transfer No. 9805/2001 Part of the "Vine Phase II" sub-development.

8 7.6 Pearl Valley Phase 2 Golf Estate on 7.6.1 Portion 3 of the Farm Kliprug, No. 826, District of Paarl, measuring 114.4275 hectares; 7.6.2 Farm 1693, District of Paarl, measuring 36,8529 hectares; 7.6.3 Proposed Remainder of Erf 549 Pearl Valley Estate, measuring approximately 63.7799 hectares; and 7.6.4 Proposed Remainder of Erf 550 Pearl Valley Estate, measuring approximately 119.9089 hectares, but excluding such immovable property to be retransferred by the Company to Pearl Valley Golf Estates Proprietary Limited by agreement. 7.7 Farm 1486, in the Drakenstein Municipality, Division of Paarl, Western Cape Province, in extent: 10,3789 ha and held by Deed of Transfer No. T79038/2006 Part of the "Vine Phase II" sub-development. 7.8 The Remainder of Portion 2 of the Farm Sandklip Hoogte No. 835, in the Drakenstein Municipality, Division of Paarl, Western Cape Province, in extent: 58,3671 ha and held by Deed of Transfer No. T67316/1996 Part of the "Lindhorst" sub-development. 7.9 A portion of approximately 3.5 ha of portion 2 of the Farm 1348 Winelands DC, Province of the Western Cape, in extent: 7,038 ha and held by Deed of Transfer No. T4666/2002. 7.10 The above instances are not necessarily the final list of property to be incorporated in the Val de Vie Development. 7.11 The above Developments have not been approved, and the SELLER does not make any representation regarding these uncertain future Developments other than to bring it to the PURCHASER'S attention.

9 8. INCORPORATION OF FURTHER LAND INTO VAL DE VIE Should ELEMENTS so wish, he may incorporate additional land so as to form part of the Development as set out in clause 44 of the Constitution, subject to approval by the relevant authorities. If ELEMENTS decide to incorporate any portion or the whole of adjoining land into the Development, the provisions of the Constitution of the Association shall apply to such land and to purchasers of any subdivisions thereof. 9. CLAUSE APPLICABLE TO THE RESALE OF ERVEN WITH PARTLY BUILT BUILDING WORKS 9.1 The PURCHASER is advised to give special attention to this clause, when the PROPERTY he is buying, has a partly constructed house or building work on such property. Due to problems experienced in the past, the HOA advises all PURCHASERS to ensure that his rights and obligations regarding the partly built building, have been adequately addressed. 9.2 This clause will only be applicable if Seller has obtained the SHOC, referred to in clause 4.4 above, for the erection of building works on the property. 9.3 The HOA has a vested interest in the completion of the building works referred to above, in accordance with the building plan and the requirements of the HOA. In order to obviate any doubt as to who will conform to such requirements, the HOA will not be obliged to issue their approval for transfer of the erf, until all the parties have complied with the requirements in terms of the SHOC and its deliverables as set out by the HOA. THUS SIGNED at on this day of 201_. AS WITNESSES: 1. 2. ELEMENTS DEVELOPMENT PROJECTS (PTY) LTD

10 THUS SIGNED at on this day of 201_. AS WITNESSES: 1. 2. VAL DE VIE WINELANDS LIFESTYLE ESTATE HOME OWNERS ASSOCIATION THUS SIGNED at on this day of 201_. AS WITNESSES: 1. 2. PURCHASER I declare that I have studied the under mentioned documents, and am satisfied with the contents thereof, and accept that this Deed of Sale will be subject to the provisions thereof, namely: 1. The Constitution of the HOA; and 2. Architectural Guidelines. THUS SIGNED at on this day of 201_. AS WITNESSES: 1. 2. PURCHASER U:\MarietjieB\VAL DE VIE\DEED OF SALE\RESALE PURCHASER'S CONSENT - JAN 2015.doc