SOLE AND EXCLUSIVE MANDATE AUCTION OR PRIVATE TREATY WITH RESERVE SALE OF IMMOVABLE PROPERTY

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1 Suite A101, Cape Quarter, 72 Waterkant Street, Green Point 8001, P.O. Box 2398, Cape Town 8000 Telephone +27 (0) Facsimile +27 (0) , SOLE AND EXCLUSIVE MANDATE AUCTION OR PRIVATE TREATY WITH RESERVE SALE OF IMMOVABLE PROPERTY PAM GOLDING COMMERCIAL (PROPRIETARY) LIMITED Registration No. 1995/008831/07 ("Pam Golding Commercial") and Identity/Registration No. ("the Seller") of Physical Address: Telefax Number: Address: The Seller hereby authorises Pam Golding Commercial to sell the following property by auction or by private treaty with reserve/without reserve:- Erf no. in the City/Municipality of, Province, in extent m 2 OR Section no. in the Sectional Title Scheme No. SS known as together with exclusive use areas ) as well as an undivided share in the common property ("the property") subject to the terms and conditions contained herein.

2 1. Sole and Exclusive Mandate 2 The Seller hereby grants to Pam Golding Commercial a sole and exclusive mandate ("the mandate") to offer the property for sale on auction or by private treaty upon the terms and conditions contained in this agreement. 2. Duration of Mandate The mandate shall commence on date of signature hereof and shall remain in force until 17h00 on ("the mandate period"), during which period it shall be irrevocable by the Seller. 3. Sale not subject to confirmation Should the reserve price be achieved at an auction or by way of private treaty, Pam Golding Commercial is irrevocably authorized to immediately confirm the auction or accept the offer on behalf of the Seller and to do all things necessary in connection therewith. OR Sale subject to confirmation The sale shall be subject to confirmation by the Seller within ( ) days from date thereof. Pending such confirmation, the purchaser shall not be entitled to withdraw his offer or bid, which shall remain binding upon him. 4. Purchase Price 4.1. In the event of a sale with reserve, the property shall be sold for a minimum purchase price of R ( Rand) (plus Value-Added Tax ("VAT"), if applicable) (hereinafter referred to as "the reserve price") and any offer by way of private treaty or the highest price bid at auction must equal or exceed the reserve price. 5. Advertising and Incidental Expenses 5.1. The Seller will pay to Pam Golding Commercial, on date of signature hereof, an amount of R ( Rand) plus VAT, which shall be the approved budget for advertising and incidental expenses. Pam Golding Commercial shall be entitled, without further approval by the

3 3 Seller, to incur expenses regarding the advertisement and other matters incidental to the sale of the property in terms of this mandate to a maximum amount of the said budget Without limiting the provisions of clause 4.1, Pam Golding Commercial shall be entitled, in its sole discretion and from time to time, to contribute its own funds for advertising and incidental expenses referred to in clause 5.1 above. 6. Commission 6.1. Pam Golding Commercial shall be entitled to commission of 10% (ten percent) (plus VAT thereon) of the purchase price of the property, which shall be paid by the purchaser to Pam Golding Commercial immediately on conclusion of the auction or by the Seller to Pam Golding Commercial upon registration of transfer of the property into the name of the purchaser ("the transfer date") in the event of a sale by private treaty In the event of an auction sale, such commission shall be deemed to be earned, in a sale with reserve, on a purchase price equal to or exceeding the reserve price being achieved at auction or on the Seller accepting, in writing, a price offered at auction which is lower than the reserve price or, in a sale without reserve, on the fall of the hammer at auction In the event of a sale by a private treaty, such commission shall be deemed to be earned on an agreement of sale entered into between the Seller and a purchaser in respect of the property and during the mandate period becoming unconditional The Seller hereby irrevocably authorises the attorneys attending to registration of transfer of the property ("the attorneys") to pay the commission to Pam Golding Commercial on the transfer date as a first draw from the proceeds of the transfer and if Pam Golding Commercial holds any deposit or other part of the purchase price, the Seller hereby irrevocably authorises Pam Golding Commercial to deduct the commission due to it as a first charge from such monies The Seller agrees that commission at the rate of 10% (ten percent) (plus VAT thereon) of the purchase price achieved by the Seller will be payable by it to Pam Golding Commercial if:-

4 the property, or any shares or other interest in the registered owner of the property, is sold by any person or party (including the Seller) other than Pam Golding Commercial during the mandate period; or for a period of 90 (ninety) days after the expiration of the mandate period, the property, or any shares or other interest in the registered owner of the property, is sold by any person or other party (including the Seller) to any person or party who was, during the mandate period, introduced directly or indirectly to the Seller or the property by Pam Golding Commercial; or the Seller breaches any provision of this mandate; or in the event of a sale with reserve, the Seller refuses to accept an auction or any bona fide offer to purchase obtained by Pam Golding Commercial on its behalf, in terms of which the reserve price has been achieved; or in the event of a sale without reserve, the Seller refuses to accept the offer of the highest bidder at an auction or any bona fide offer to purchase obtained by Pam Golding Commercial on its behalf. 7. Standard Agreement of Sale The Seller authorises Pam Golding Commercial to sell the property on auction on the terms and conditions of Pam Golding Commercial's standard conditions of sale for auction or by means of private treaty on the terms and conditions of Pam Golding Commercial's standard agreement of sale, both of which the Seller declares itself to be fully acquainted with. 8. Voetstoots Sale

5 5 Pam Golding Commercial is hereby instructed to sell the property voetstoots and entirely at the risk of the purchaser and no warranty or representation whatsoever shall be made by Pam Golding Commercial unless specifically authorised thereto in writing by the Seller. 9. Seller's Warranties and Undertakings 9.1. The Seller warrants and undertakes in favour of Pam Golding Commercial that: it is the sole owner of the property and that no person has any right to acquire the property or any part thereof; and this is a sole and exclusive mandate to Pam Golding Commercial and during the mandate period, it will not authorise any other person or party to sell the property or offer the property for sale itself, nor will it authorise any other person or party (including itself) to sell or offer for sale any shares or other interest in the registered owner of the property; and it will not do anything which might in any way prevent, frustrate or hinder Pam Golding Commercial from procuring an offer or effecting a sale of the property in terms hereof, including withdrawal of the property from the market prior to expiration of the mandate period and/or cancellation of the auction sale; and it will accept an auction or any bona fide offer obtained by Pam Golding Commercial on its behalf, which contains an offer in terms of this mandate; and it has disclosed to Pam Golding Commercial all facts which are or may be material to Pam Golding Commercial or a purchaser in respect of the property; and it will provide Pam Golding Commercial with such information in regard to the property which is within the knowledge of the Seller and may reasonably be required by Pam Golding Commercial; and it will allow the erection of "On Auction", "For Sale" and "Sold" boards on the property and shall allow Pam Golding Commercial and/or its representatives and any prospective purchasers access to the property at all reasonable times in order that Pam Golding Commercial may fulfil its obligations; and

6 it will allow Pam Golding Commercial, its representatives and/or a prospective purchaser to perform a feasibility study in respect of any proposed development on the property (if applicable); and there are no latent defects that it is aware of relating to the property The Seller acknowledges that it will have no claim whatsoever against Pam Golding Commercial arising from the failure of a purchaser to perform any obligations that might arise out of the sale of the property in terms hereof. 10. Pam Golding Commercial's Undertakings Pam Golding Commercial undertakes to market the property as follows: to erect "For Sale" boards on the property and to place advertising boards in and around the property; and to advertise in the press as part of the approved advertising budget; and to keep the Seller reasonably informed at all times and report on all significant comments and remarks made by potential buyers with regard to the property; and to furnish the Seller with all written offers made to purchase the property within 2 (two) business days after receipt thereof by Pam Golding Commercial; to market and publicise the auction of the property as per the marketing plans, systems and standards of Pam Golding Commercial; and use its best endeavours to negotiate and obtain letters of intent and/or offers in respect of the property. 11. Signatories Undertakings The signatory signing on behalf of the Seller warrants that he is duly authorised to enter into this mandate on the Seller's behalf and, by his signature hereto, interposes and binds himself as surety for and co-principal debtor with the

7 7 Seller for the due and proper discharge of all the Seller's obligations arising from this agreement, including damages, under renunciation of the benefits of division and excussion. 12. Arbitration In the event of a dispute between the parties arising from or in connection with this agreement, such dispute may at the instance of the party wishing to institute action be resolved by an arbitrator in accordance with the provisions of the rules of the Arbitration Foundation of Southern Africa, or failing such rules or foundation, such dispute will be resolved in terms of the provisions of the Arbitration Act No 42 of Breach If the Seller commits a breach of this agreement and/or fails to comply with any of the provisions hereof, then Pam Golding Commercial shall be entitled to give the Seller 3 (three) days notice in writing to remedy such breach and/or failure and if the Seller fails to comply with such notice, then Pam Golding Commercial shall forthwith be entitled, but not obliged, without prejudice to any other rights or remedies which Pam Golding Commercial may have in law, including the right to claim damages: to cancel this agreement in which event Pam Golding Commercial shall be entitled to retain all amounts paid by the Seller to it or the attorneys as security for any damages or any claims; and to claim immediate performance and/or payment of all the Seller's obligations in terms hereof including, but not limited to, its obligations in terms of clause 6.5 above Without prejudice to any other rights or remedies of Pam Golding Commercial in law, should the Seller fail to pay any amount on due date

8 8 in terms of this agreement, the Seller shall pay Pam Golding Commercial interest on such amount at 2% (two percent) above the prime overdraft rate as charged from time to time by the Standard Bank of South Africa Limited (or its successor) calculated from the due date for payment of such amount until the actual date of payment thereof (both dates inclusive). 14. Notices and Domicilia The Seller chooses its addresses set out on page 1 of this agreement as its domicilium citandi et executandi for the service of all notices All notices in terms of this agreement may be delivered by hand at the domicilium citandi et executandi of the Seller (in which case it will be deemed to have been received when delivered) or by telefax or by e- mail (in which case it will be deemed to have been received on the day of dispatch by telefax or by ). Such receipt is deemed to have been received notwithstanding that the Seller nor any other person is present at any such address at the time The Seller is entitled to change its domicilium citandi et executandi to another street address within the Republic of South Africa or another telefax or address by written notice to Pam Golding Commercial. Such change of domicilium citandi et executandi will take effect on the 7 th (seventh) day after receipt by Pam Golding Commercial of the notice referred to herein Notwithstanding anything to the contrary contained herein, a written notice actually received by the Seller will be adequate written notice to it, notwithstanding that it was not delivered as envisaged herein. 15. Value Added Tax All amounts in terms hereof shall be exclusive of Value-Added Tax. Should Value Added Tax be payable, the relevant party shall pay same upon demand by Pam Golding Commercial.

9 9 DATED at on this day of 20. SELLER For and on behalf of the Seller SELLER's spouse (if married in community of property) (Identity Number ), who warrants that he is duly authorised thereto DATED at on this day of 20. For and on behalf of Pam Golding Commercial (Proprietary) Limited, who warrants that he is duly authorised thereto