DEED OF SALE THE BRINK

Transcription

1 DEED OF SALE THE BRINK

2 Page 2 CONTENTS SCHEDULE 1. DEFINITIONS 3 2. SALE 4 LIST OF ANNEXURES 4 TERMS AND CONDITIONS 3. PRE-AMBLE 6 4. DEFINITIONS 6 5. PURCHASE AND SALE 7 6. PURCHASE PRICE AND PAYMENT 7 7. INTEREST LATE PAYMENT OR DELAY IN TRANSFER 8 8. OCCUPATION & POSSESSION 9 9. LEVIES PAYABLE DIRECT TO LOCAL AUTHORITY SERVICE CONNECTION FEES RISK 9 12 VOETSTOOTS POSITION AND EXTENT OF PROPERTY CONDITION OF PROPERTY SURVEYOR'S PEGS NO IMPROVEMENTS PRIOR TO TRANSFER TRANSFER BROKERAGE BREACH BY PURCHASER DOMICILIA AND NOTICES TRANSFER COST GENERAL SELLER'S RIGHT OF ACCESS SEVERABILITY NATURE OF TOWNSHIP BOREHOLES JOINT PURCHASERS CO-OPERATION JURISDICTION OFFER COMPANY, CLOSE CORPORATION TO BE FORMED COMPANY, CLOSE CORPORATION, TRUST FORMED NOMINATION CANCELLATION OF EXISTING SERVITUDE 18

3 Page 3 SCHEDULE 1. DEFINITIONS Unless inconsistent with the context, words and phrases shall have the meanings set out as follows:- 1.1 Seller: THE BRINK DEVELOPMENT (PTY) LTD t/a The Brink Registration Number: 1996/001863/07 Herein represented by MARGARET ANNE SHANKLAND in her capacity as chief executive officer Address: c/o Millers Inc, Beacon House, 123 Meade St, George Telephone: (044) Telefax: (044) Ref: trevor@millers.co.za T. Snyman 1.2 Purchaser(s) Name: (If Entity: Herein Represented by:) (Duly Authorised) ID / Reg. No.: Marital Status Address ANC C of P Telephone (w) (h) Cell No. Fax

4 Page Property: Stand No being Erf, situate on ERF 1550, HEROLDS BAY Measuring: square meters 1.4 Purchase Price: Deposit (10%) R (Payable within 7 days of signature) Balance R (Payable on Transfer) Total R (Inc. of VAT) ====================== 1.5 Loan Amount: R 1.6 Name of Lending Institution: 1.7 Date of approval of loan: Within 14 (Fourteen) business days of signature hereof; 1.8 Occupation Date: Date of registration of transfer into name of Purchaser; 1.9 Selling Agent: 1.10 Seller's Attorneys: Millers Inc., Beacon House, 123 Meade Street, GEORGE. Ref: Trevor Snyman Tel: (044) (Note that the Attorneys are on the panels of ABSA, FNB, Nedbank, Standard Bank, Investeq) 1.11 Seller s Architects: Africa Consulting Architects, 167 Bree St, CAPE TOWN Ref: Jannie Laubser Tel: (021) SALE The Seller hereby sells and the Purchaser hereby purchases the Property subject to the Terms and Conditions of Sale hereunder (pages 6 to18) together with the Annexures A through D: Annexure A Layout Plan of The Brink Erf 1550 Herold's Bay Annexure B The Brink Home Owners Constitution

5 Page 5 Annexure C Annexure D The Brink Estate Rules Architectural Guideline The parties record that Annexures B to D have been presented to the Purchaser in Compact Disc (CD) format, and have been accepted by the Purchaser. The parties further agree that the said Annexures in CD format shall form an integral part of this Agrement, and shall at all times be regarded as a material part hereof. The parties further record that all of the Annexures are available on the website of the development, being SIGNED at on the day of AS WITNESSES : 1. PURCHASER 2. SPOUSE SIGNED at on the day of AS WITNESSES : FOR: SELLER

6 Page 6 TERMS and CONDITIONS 3. PRE-AMBLE 3.1 It is recorded that The Brink Development (Proprietary) Limited is the registered owner of Erf 1550, Herolds Bay. 3.2 The Brink Development (Proprietary) Limited has received approval to rezone Erf 1550, Herolds Bay and to establish a township on the land to be known as The Brink, or such other name as may be determined. 4. DEFINITIONS 4.1 Unless the context clearly indicates otherwise, the following words, names or expressions shall have the following meanings in this document: Business day is any day other than a Saturday, Sunday or Public Holiday; Conditions of Establishment" are the conditions relating to the establishment of the township, to be developed on Farm 358, George, which are to be issued by the local authority; "Director" is the term used as a convenient reference to the Chief Executive Officer, Department of Development Planning and Local Government, Western Cape Province; Homeowners Association means The Brink Homeowners Association; "Local authority" is the George Municipality; "Occupation date" is the date upon which the property is registered in the name of the purchaser, from which date the right to occupy and possess the property, as contemplated in clause 7 hereof, will vest in the purchaser. Every reference in this agreement to the "occupation date" will be a reference to the said date whether or not the purchaser actually takes occupation of the property on that date; "Ordinance" is the Land Use Planning Ordinance (Cape Province) No.15 of 1985 (as amended from time to time); Property is the Property being sold in terms of this Agreement and as set out in clause 1.3 of the Schedule;

7 Page "Purchaser" is the party indicated as such in clause 1.2 of the Schedule; "Registrar of Deeds" is the Registrar of Deeds, Cape Town and the "Deeds Office" is the Deeds Office in respect of which the said Registrar of Deeds has jurisdiction; "Seller" is the party indicated as such in clause 1.1 of the Schedule; "Town" or "Township" is the township developed on Erf 1550, Herolds Bay as will more fully appear from the attached Layout Plan marked Annexure A to this Agreement; "Transfer" means registration of transfer of the property in the purchaser's name. 4.2 In this Agreement, words importing the singular shall include the plural and vice versa, words importing the masculine gender shall include females and words importing persons shall include partnerships and bodies corporate and vice versa. 4.3 The head notes to the paragraphs to this Agreement are inserted for reference purposes only and shall not affect the interpretation of any of the provisions to which they relate. 4.4 This Agreement shall be binding on the estates, heirs, executors, administrators, liquidators, trustees or assigns of the parties as fully and effectually as if they had signed this Agreement in the first instance and reference to any party shall be deemed to include such party's estate, heirs, executors, administrators, trustees, assigns or liquidators, as the case may be. 4.5 If any provision in a definition in this Agreement is a substantive provision conferring rights or imposing obligations on any parties, notwithstanding that it is only in the definition (interpretation) clause of this Agreement, effect shall be given to it as if it were a substantive provision in the body of the Agreement. 4.6 The Schedule and the annexures hereto are deemed to be incorporated in and form part of this Agreement. 4.7 Words or expressions defined in the Act shall have the meanings therein defined. 5. PURCHASE AND SALE The Seller hereby sells the Property to the Purchaser, who purchases it, subject to: 5.1 the provisions contained or referred to in this document; 5.2 the conditions of title contained in the title deed/s of the township land referred to in clause 1.3, duly amended in terms of any relevant provision of the conditions of establishment; and 5.3 the provisions of the existing town planning scheme. 6. PURCHASE PRICE & PAYMENT 6.1 The purchase price of the property is the amount stipulated in clause 1.4 of the Schedule.

8 Page The deposit is payable in cash on or before the date entered in clause 1.4 to the Seller's attorneys and will be invested in an interest bearing Client Trust account, which interest will accrue to the Purchaser. The deposit will be paid to the Seller on registration of transfer. 6.3 If the Purchaser intends to borrow all or part of the Balance of the Purchase Price, the Purchaser shall within 14 (Fourteen) business days of signature of the Agreement of Sale, provide the Seller's attorneys with satisfactory evidence of approval of a mortgage or commercial loan from a South African bank for the full amount to be borrowed as set out in clause 1.5 of the Schedule; and The Purchaser shall subsequently provide the Seller's attorneys with an irrevocable guarantee for payment of the loan amount of the Purchase Price issued by a registered South African financial institution and in terms acceptable to the Seller's Attorneys not less than 60 (sixty) days prior to the date of registration of transfer. 6.4 It is recorded that the provisions of clause 6.3 hereof constitutes a suspensive condition in favour of the Purchaser, and that should it not be fulfilled or waived in the time limit set out therein, then this Agreement shall ab initio be null and void. 6.5 If the Purchaser intends to pay part or all of the balance of the Purchase Price in cash, the Purchaser shall provide the Seller s attorneys with an irrevocable guarantee for payment of the cash balance of the Purchase Price within 14 (Fourteen) days of signature of this Agreement, issued by a registered South African financial institution and in terms acceptable to the Seller s attorneys. 6.6 It is recorded that the Purchase Price is inclusive of VAT at 14%. In the event of there being any variation in the rate of VAT payable by the Seller, the Purchase Price shall increase or decrease accordingly. 6.7 All or any payments towards the Purchase price and related costs shall be effected by the Purchaser to the Seller's attorneys free of exchange without deduction or set-off. 6.8 This agreement constitutes the necessary authority by the Purchaser to the Seller's Attorneys to invest any and all amount s received by the Seller's Attorneys on account of the purchase price in a Client Trust account in accordance with the provisions of the Attorneys Act. 7. INTEREST LATE PAYMENT OR DELAY IN TRANSFER 7.1 Without prejudice to, but in addition to any other rights which the Seller then may have, the Seller will be entitled to payment of interest by the Purchaser on all amounts due in terms of this Agreement, but which are in arrear. Such interest will be calculated at a rate equal to the prime rate of interest charged from time to time by Standard Bank of South Africa Limited on unsecured overdrafts to its most favoured customers, plus 2% (two percent). A certificate signed by any manager of any branch of the said bank will be prima facie evidence of the said interest rate and the person purporting to issue the certificate will not have to prove his office as such. The purpose of this clause is not to give the Purchaser a right to postpone any payment.

9 Page Should the transfer be delayed by the Purchaser's fault then without prejudice to the Seller s other rights, the Seller will be entitled to payment of interest on the unpaid portion of the purchase price at the rate stipulated in clause 7.1 for the period of the delay. The purpose of this clause is not to give the Purchaser a right to delay the transfer. 8. OCCUPATION & POSSESSION The right to occupy and possess the property will pass to the Purchaser on the occupation date defined in clause 1.8 above. 9. LEVIES PAYABLE DIRECT TO LOCAL AUTHORITY 9.1 As from the date of transfer the Purchaser will become liable for payment of municipal rates and taxes and all other amounts which may be levied directly on owners by the Local or any other competent Authority in respect of the Property; provided that if the transfer is delayed due to the Purchaser's fault, the Purchaser's liability to pay the said amounts shall arise on the date on which the transfer would have been registered but for the delay caused by the Purchaser. 9.2 The Purchaser shall pay the said levies directly to the Local or other Authority making the levy. 9.3 Should any new levy or form of taxation be imposed in respect of the Property by the Local Authority or any other competent authority after the date of this Agreement, the Purchaser shall likewise be liable for the payment thereof from the transfer date, which payment will be made direct to the relevant Local or other Authority. The Purchaser shall be liable for payment of any Value Added Tax which may be levied in respect of any of the said amounts which the Purchaser is liable to pay. 10. SERVICE CONNECTION FEES The Purchaser is obliged to pay all amounts (plus Value Added Tax thereon) which are or may become payable in order to procure the connection of the improvements to be erected on the Property to the services (such as, but not limited to water, electricity, sewerage, telephone and the like) supplied by the Local or any other Authority at the nearest supply point to the Property. 11. RISK The risk of profit and loss relating to the property will vest in the purchaser as from the date of transfer. 12. VOETSTOOTS The property is sold voetstoots and the seller is not liable for any latent defects in or relating to it or for any loss caused directly or indirectly by such defects.

10 Page POSITION AND EXTENT OF THE PROPERTY 13.1 The Seller records that the shape and the position and/or extent of the properties are indicated on the draft Layout Plan, attached hereto and marked A If on a resurvey of the properties their precise shape, position or extent differs from that indicated on the said general plans, the Purchaser will not be entitled by virtue thereof to cancel this agreement or to claim any amount of money from the Seller, whether by way of a reduction in purchase price or as damages or otherwise, provided that such variation shall not exceed 5% (five per centum) of the extent set out in clause 1.3 above. 14. CONDITION OF THE PROPERTY 14.1 The Property is sold in its present condition provided the Seller will not be liable for any change in the Property's condition which may occur or be caused after the date of this Agreement, whether due to normal wear and tear or to erosion, climatic conditions or otherwise The parties agree that the Seller will not be liable for any damage caused to the Property due to the installation of the normal infrastructural services such as roads, kerb stones, sewerage works, electricity, water provisions, storm water drainage and the like. The Purchaser accepts that the said activities will give rise to a certain degree of damage to the land and vegetation even if any infrastructural service is not placed or conducted directly over or under the property hereby sold As from the occupation date, the Purchaser is obliged at his own expense to keep the property neat and free of rubbish and excessive weeds and similar vegetation. The Seller may enforce this obligation against the Purchaser. The Purchaser will be liable at its own expense to remove any building rubble or similar material which may at any time (even before the occupation date) be dumped on the property. Furthermore, from the Occupation Date the Purchaser is obliged at his own expense to comply with all provisions of the Local or any other competent Authority which relate to the condition or neatness of the Property, whether such provisions exists now or may be imposed hereafter. The Purchaser may not effect any improvements to or alter the nature of the Property prior to transfer The relevant provisions of clause 14.1 and 14.2 are stipulations in favour of The Brink Home Owner's Association. 15. SURVEYOR S PEGS The Purchaser acknowledges that the Seller has pointed out the surveyor's pegs which constitute the corners of the Property to the Purchaser and agrees that the Seller will not be liable to do so again.

11 Page NO IMPROVEMENTS PRIOR TO TRANSFER Prior to the date of transfer the Purchaser shall not, without the Seller's prior written consent, be entitled to erect any building or other structure on the Property whether or not such building or other structure is of a permanent nature, nor will the Purchaser be entitled to dig foundations or otherwise prepare the Property for building. The Seller will not be entitled to unreasonably withhold its consent to such a request by the Purchaser but in granting any consent reasonably sought, will be entitled to grant it subject to such reasonable provisions as the Seller may in its discretion deem fit. 17. TRANSFER 17.1 The Seller's Attorneys will attend to the registration of transfer of ownership of the Property in the Purchaser's name. The said registration will be attended to as soon as the full Purchase Price has been paid or a bankers' guarantee has been furnished for the full Purchase Price or balance thereof and the transfer costs and all other amounts due by the Purchaser in terms of this Agreement, have been paid By not later than 7 (seven) days after being requested to do so by the Seller's attorneys, the Purchaser is obliged to sign all documents required to effect registration of transfer of ownership of the Property into his name. 18. BROKERAGE The parties hereto acknowledge that the Selling Agent was the effective cause of this sale and the Purchaser warrants that he was not introduced to the Property by any other agent. The Seller shall be liable to pay any and all brokerage due to the Selling Agent. 19. BREACH BY PURCHASER 19.1 If the Purchaser is in breach of this agreement, the Seller shall serve notice in writing permitting the Purchaser 7 (Seven) business days to make good the breach failing which the Seller shall thereafter be entitled, but not obliged, without prejudice to any other rights or remedies which the Seller may have in law, including the right to claim damages: To hold the Purchaser bound to this agreement, and to enforce performance of the obligations of the Purchaser; or To cancel this agreement forthwith and to receive and retain the Deposit and Interest accrued which the Purchaser shall forfeit on account of liquidated damages in the said deposit; 19.2 Should the Seller take steps against the Purchaser pursuant to a breach by the Purchaser, then without prejudice to any other rights that the Seller may have, the Seller shall be entitled to recover from the Purchaser:

12 Page all legal costs incurred by it including attorney and own client charges, tracing fees and such collection commission as the Seller is obliged to pay to its attorneys; interest on all amounts outstanding from time to time under the Sale Agreement at a rate equal to 3% (three per centum) above the prime rate. In the event that interest is payable, all amounts paid by the Purchaser to the Seller shall be allocated firstly to interest and thereafter to the principal amounts due; 20. DOMICILIA AND NOTICES 20.1 The Parties hereby choose domicilia citandi et executandi for all purposes under this agreement at their respective addresses entered in clause 1 hereof; 20.2 Any notice to any Party shall be addressed to it at its domicilium and sent by registered post, delivered by hand or transmitted by fax A notice, which is sent by registered post in a correctly addressed envelope to the address specified above, will be deemed to have been received (unless the contrary is proved) within 7 (Seven) days from the date it was posted A notice delivered by hand to a responsible person during ordinary business hours at the above address, will be deemed to have been received on the day of delivery, failing which it will be deemed to have been received on the first following business day; 20.5 A fax sent to the specified fax number will be deemed, unless the contrary is proved, to have been received within 4 (four) hours of transmission if it is transmitted during normal business hours or by no later than 13h00 on the first business day after it is transmitted if it is transmitted outside normal business hours. 21. TRANSFER COSTS The Purchaser shall pay the costs of the Seller's Attorneys of and incidental to the registration of transfer and disbursements necessary to effect registration together with the applicable Value Added Tax thereon forthwith upon being called upon to do so by the Seller's Attorneys. 22. GENERAL 22.1 Whole agreement This document contains the whole agreement between the parties and there are no prior or parallel agreements between them Warranties and/or Representations No warranty has been given or representation made by or on behalf of the Seller which induced the Purchaser to enter into this Agreement. It is specifically agreed that no representation, made by any

13 Page 13 estate agent in respect of the property or any other aspect of this Agreement will be binding on the Seller Writing No alteration, addition, deletion or consensual cancellation of or to this Agreement nor the waiver of any right will be of any force unless reduced to writing and signed by the Seller and the Purchaser Indulgence No indulgence granted by the Seller in respect of the performance by the Purchaser of any obligation undertaken in terms of this Agreement will novate the Agreement or prejudice the Seller's rights in any manner. 23. SELLER S RIGHT OF ACCESS The Seller and/or its authorised agent(s) and/or contractors shall at all times have the right to enter upon the Property for the purpose of inspection and to conduct such work and to make such excavations and to temporarily deposit such material as the Seller may determine or require for all purposes in connection with the installation of services or otherwise. 24. SEVERABILITY Every paragraph and every clause contained in this document is severable from every other paragraph and/or clause and should any paragraph or clause (or part hereof) be void or voidable it will be regarded as pro non scripto and the rest of the agreement will remain of force. 25. NATURE OF TOWNSHIP 25.1 It is recorded that the Property is zoned as residential. The Purchaser agrees not to apply for the subdivision of the property or its rezoning or to obtain consent use from the Local Authority Homeowners Association (called the HOA in this clause) The Purchaser acknowledges that he is aware that upon registration of the Property into its name, he will automatically become a member of The Brink Homeowners Association (hereinafter referred to as the Homeowners Association ) and be bound to the provisions of the Constitution of the Homeowners Association, including any amendments and/or additions thereto and/or any new Constitution in substitution thereof, and any rules made in terms thereof The Purchaser acknowledges that it has received from the Seller a copy of the current Constitution of the Homeowners Association and, for the benefit of the said Homeowners Association, agrees to be bound thereby from the date of its occupation of the Property.

14 Page The Seller shall be entitled to procure that, in addition to all other conditions of title, the following conditions of title are inserted in the title deed in terms of which the Purchaser shall hold the Property after registration of transfer of the Property into the name of the Purchaser : (i) Every owner of the Property, or owner of any subdivision thereof, or owner of any unit thereon shall automatically become and shall remain a member of The Brink Homeowners Association ( the Homeowners Association ) and be subject to its Constitution until he ceases to be an owner as aforesaid. Neither the Property, nor any subdivision thereof, nor any unit thereon, shall be transferred to any person who has not bound himself to the satisfaction of the Homeowners Association to become a member of the Homeowners Association. The owner of the Property, or owner of any subdivision thereof, or any unit thereon, shall not be entitled to transfer the Property or any subdivision thereof, or any interest therein, or any unit thereon, without a clearance certificate from the Homeowners Association that the provisions of the Constitution of the Homeowners Association have been complied with and that the Transferee has bound himself to the satisfaction of the Homeowners' Association to become a member of the Homeowners' Association. For purposes of the aforegoing any reference to owner shall also include a homeowners association or a body corporate which may come into being in the case of a subdivision of the Property or the opening of a sectional title register in respect of the Property, as the case may be. (ii) The Seller, and it's shareholders, shall retain the right of habitatio in respect of the two dwellings situated at the beach (Dollieskraal) and at Sandgate, respectively, and this right of habitatio can be registered against the title deed in respect of the remainder of the property at the election of the Seller. In respect of this right of habitation the following provisions will apply: (a) The Seller shall be responsible for the maintenance and upkeep of the road leading down to the respective dwellings and the Homeowners' Association will not be obliged to contribute to this maintenance and upkeep in any manner whatsoever; (b) A right of way will be registered in favour of the Seller and it's shareholders and will be registered against the title deed of the remainder of the property at the election of the Seller; (c) Neither the Homeowners' Association, nor any of it's members, shall have any right of access by vehicle and is it specifically provided that only the Seller and it's shareholders shall have the right of vehicular access along the servitude and right of way to be registered;

15 Page 15 (d) The Homeowners' Association and it's members will however have a right of pedestrian access to the beach and Sandgate. (e) The Homeowners' Association and it's members consent to a closure of the ring road by way of bollards on either side of Erf 1539 and Erf 1540 Herolds Bay as indicated on the development plan. The rights in favour of the Seller, and/or the Homeowners' Association and it's members, as set out in this paragraph are entrenched and may not, notwithstanding any provisions to the contrary, be amended, deleted or substituted." No improvement of any nature may be effected on the erf without the prior written approval of the Association or its nominee and any building plans in respect of any improvement to be erected on the erf shall be subject to the prior written approval of the Association or its nominee. Such approval will be required without limitation for all external finishes including materials and colours for all walls, roofs and windows The member undertakes to commence with the erection of buildings on the property to the reasonable satisfaction of the Association within 4 (four) years of registration of the property into his name or within such extended period as the Association at its sole discretion may allow in writing, failing which the Association shall be entitled (but not obliged) to claim that the property be retransferred to the Association at the cost of the member against payment by the Association of the original purchase price to the member, without interest. The buildings shall be completed within 12 (twelve) months of commencement In the event of a property being retransferred to the Association in terms of clause and/or the title deed of the property, the property so retransferred shall be sold by the Association by way of a public auction, which auction shall be advertised in an Afrikaans and English newspaper which circulates in the George area and the size of the advertisement shall not be less than 100mm x 120mm. The auction sale shall also be advertised in the newsletter circulated within The Brink The purchaser who acquires a property from the Association in terms of an auction referred to in clause above must commence with and complete all building operations within a period of 1 year of registration of transfer into the name of the purchaser Should the purchaser who acquires a property in terms of clause above not commence with and complete all building operations to the satisfaction of the Association within 1 year of registration of transfer of the property into the purchaser s name, the Association shall claim that the property be retransferred to the Association at half of the purchase price paid for the property so purchased on auction In the event of the Registrar of Deeds requiring the amendment of any of the above conditions in any manner in order to effect registration of same, the purchaser hereby agrees to such amendment.

16 Page In the event of the Registrar of Deeds requiring the title conditions set forth in clause above to be amended in any manner in order to affect registration of same, the Purchaser hereby agrees to such amendment The Purchaser also acknowledges that it is aware that as a member of the Homeowners Association it shall with effect from the date of transfer be responsible and liable for payment of a monthly levy to the Homeowners Association and, furthermore, that the Purchaser shall upon written request reimburse the Seller in respect of the monthly levy, if any, paid by the Seller to the Homeowners Association for any period reckoned from the date of occupation. 26. BOREHOLES The Purchaser shall not be entitled to drill any boreholes on the properties hereby sold. 27. JOINT PURCHASERS Insofar as there may be more than one Purchaser of the Property sold under this Agreement of Sale, the liability of each of the Purchasers shall be joint and several and in solidum. 28. CO-OPERATION The Parties undertake to sign all such documents and to do such other things as shall be necessary or requisite to give proper and due effect to the terms the Sale Agreement or any matter arising therefrom; 29. JURISDICTION For the purposes of all or any proceedings hereunder the Parties consent to the jurisdiction of the Magistrate's Court, notwithstanding that such proceedings would otherwise be beyond the jurisdiction of such Court. This clause shall be deemed to constitute the required written consent conferring the jurisdiction upon the said Court pursuant to Section 45 of the Magistrate's Court Act of 1944 or any amendment or re-enactment thereof, provided that either party shall have the right in its sole option and discretion to institute proceedings in any other Court of competent jurisdiction. 30. OFFER This Agreement, once signed by the Purchaser, shall be regarded as an offer by the Purchaser and shall be irrevocable and open to acceptance by the Seller within a period of 30 (Thirty) days from date of signature by the Purchaser and shall not be capable of being withdrawn by him during the said period;

17 Page COMPANY, CLOSE CORPORATION TO BE FORMED 31.1 In the event of the Purchaser being a Company or a Close Corporation to be formed, the signatory for the Purchaser shall be personally liable for all the obligations of the Purchaser as though he contracted in his personal capacity if: the Company or Close Corporation is not formed within 45 (forty five) days from the date of signature of the Sale Agreement; and the Company or Close Corporation having been formed, fails to adopt and ratify unconditionally this transaction without modification within 7 (Seven) days of date of incorporation Upon timeous formation of the Company, Close Corporation and due and timeous ratification and adoption of this transaction, the said signatory shall become and be liable to the Seller as surety for and co-principal debtor with the Company, Close Corporation for its obligations as Purchaser under the terms of the Sale Agreement under renunciation of the benefits of excussion and division. 32. COMPANY, CLOSE CORPORATION, TRUST FORMED In the event of the Purchaser being a Company or a Close Corporation or The Trustees for the time being of a Trust, the signatory for the Purchaser by his signature hereto binds himself to the Seller as surety and co-principal debtor in solidum for the Purchaser under renunciation of the benefits of excussion and division for the performance by the Purchaser of all the Purchaser's obligations in terms of this Agreement. 33. NOMINATION 33.1 If the Signatory reserves the right to nominate a Purchaser, he shall be entitled to nominate any third party to be the Purchaser provided that such nomination: is made by no later than midnight on the date of signature hereof; be made in a form of written notice and acceptance delivered to, and to the satisfaction of, the Seller; 33.2 Should the Purchaser validly nominate a nominee in terms of the aforegoing then: all reference to the Purchaser in this Agreement shall be deemed to be a reference to such nominee, save that there shall be no further right of nomination; all rights of the original Purchaser (the signatory to this Agreement as Purchaser) in and to the deposit and all other monies paid in terms hereof shall be deemed to be ceded to the nominee; the original Purchaser shall be liable in solidum with the Purchaser (his nominee) as surety and co-principal debtor, under renunciation of the benefits of excussion and division, for all the obligations of the Purchaser (the nominee) to the Seller arising out of or in connection with this Agreement.

18 Page Should the Purchaser fail to nominate a Purchaser within the permitted time, he shall not thereafter be entitled to nominate a Purchaser but shall thereafter be bound to perform all the obligations of the Purchaser. 34. CANCELLATION OF EXISTING SERVITUDE The Seller records that Erf 1550 Herolds Bay is currently subject to a Servitude Right of Way, 9,45 meters wide in favour of certain property registered in name of Oubaai Golf Estate (Pty) Ltd, registered under No K243/2003S in the Deeds Office at Cape Town, and that this servitude may be cancelled in future and substituted with another servitude of similar nature, also in favour of Oubaai Golf Estate (Pty) Ltd. The Seller however warrants that the said re-negotiated Servitude Right of Way in favour of Oubaai Golf Estate (Pty) Ltd shall in no way whatsoever adversely affect the rights of the Purchaser or the Property hereby purchased.

19 Page 19 Annexure "A" DEVELOPMENT PLAN General Plan No 242/2006 In respect of Erf 1550 HEROLDS BAY