SALE OF PROPERTY AGREEMENT - EXECUTION VERSION - Reef Acres

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SALE OF PROPERTY AGREEMENT - EXECUTION VERSION - Reef Acres
EXECUTION VERSION

SALE OF PROPERTY AGREEMENT

   (Sectional Titles Act, No 95 of 1986)

                Between

       AFHCO Holdings (Pty) Ltd

                   and

      _______________________
TABLE OF CONTENTS

PART 1: SCEHDULE.....................................................................................................................1
1       SELLER:..............................................................................................................................1
2       ADDRESS OF SELLER: ......................................................................................................1
3       PURCHASER: .....................................................................................................................1
4       ADDRESS OF PURCHASER:..............................................................................................1
5       PURCHASE PRICE: ............................................................................................................2
6       LOAN REQUIRED (DELETE IF NOT APPLICABLE):..........................................................2
7       SECTION: ............................................................................................................................2
8       EXCLUSIVE USE AREA:.....................................................................................................2
9       SCHEME: ............................................................................................................................2
10      SELLER'S CONVEYANCERS: ............................................................................................2
11.     AGENT………………………………………………………………………………………………….2

PART 2: GENERAL .......................................................................................................................3
12      INTERPRETATION ..............................................................................................................3
13      INTRODUCTION ..................................................................................................................6
14      CONDITION PRECEDENT...................................................................................................6
15      SALE ...................................................................................................................................7
16      VOETSTOOTS SALE ..........................................................................................................7
17      ELECTRICAL COMPLIANCE CERTIFICATE ......................................................................8
18      GAS INSTALLATION CONFORMITY CERTIFICATE ..........................................................8
19      PURCHASE PRICE .............................................................................................................8
20      DISCLOSURE BY SELLER .................................................................................................9
21      POSSESSION AND RISK ....................................................................................................9
22      TRANSFER AND COSTS .................................................................................................. 10
23      OCCUPATION AND OCCUPATIONAL RENTAL............................................................... 10
24      RIGHTS OF TENANT ........................................................................................................ 11
25      CONTINUED MARKETING ................................................................................................ 11
26      GENERAL WARRANTIES ................................................................................................. 12
27      BREACH............................................................................................................................ 13
28      NOTICES AND ADDRESSES FOR SERVICE ................................................................... 14
29      BENEFIT OF THE AGREEMENT ....................................................................................... 15
30      APPLICABLE LAW AND JURISDICTION ......................................................................... 15
31      NEW LAWS AND INABILITY TO PERFORM..................................................................... 15
32      INDEPENDENT ADVICE ................................................................................................... 15
33      GENERAL ......................................................................................................................... 16
34      COSTS .............................................................................................................................. 17
35      SIGNATURE ...................................................................................................................... 17
Annexure A   Conduct Rules
Annexure B   Management Rules
Annexure C   Lease Agreement
1

PART 1: SCEHDULE

                  SALE AND PURCHASE OF UNIT AND EXCLUSIVE USE AREA

The Seller hereby sells and the Purchaser hereby purchases the Unit and the Exclusive Use Area
on the terms and conditions set out in the Schedule and the General Terms and Conditions.

1     SELLER:

1.1      Name: AFHCO Holdings (Pty) Ltd

1.2      Registration Number: 1998/017120/07

2     ADDRESS OF SELLER:

2.1      Physical: 64 Siemert Road, New Doornfontein

2.2      Email: Daniellem@afhco.co.za

3     PURCHASER:

3.1      Full   name/s:____________________________________________________________
                      ____________________________________________________________

3.2      ID number / Reg No:______________________________________________________
                      ____________________________________________________________

3.3      Marital status (if natural person): _____________________________________________

3.4      Contact number: :_________________________________________________________
                      ____________________________________________________________

3.5      Duly authorized representative (if legal entity): ___________________________________
         _______________________________________________________________________

4     ADDRESS OF PURCHASER:

4.1      Physical:________________________________________________________________
                   ________________________________________________________________
                   ________________________________________________________________

4.2      Email:    ________________________________________________________________
                   ________________________________________________________________

4.3      Contact number (landline):       ___________________________________________

4.4      Cellular number: _________________________________________________________
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5       PURCHASE PRICE:

5.1        Total Purchase Price: R____________________________( ______________________
           ______________________________________________________rand) comprising of –

5.1.1         Purchase Price for the Property R____________________________( _____________
              ______________________________________________________rand); and

              Deposit: R______________________________( ____________________________
              ___________________________________________rand)

6       LOAN REQUIRED:

6.1        Amount of loan required: R____________________________( _____________________
           ______________________________________________________rand)

6.2        Date by which loan must be granted: _______________, being 45 (forty-five) days from
           the Signature Date.

7       SECTION:

7.1        Section number as indicated on the Sectional Plan: Unit _______ Door _______

7.2        Floor area of section: _____sqm

8       EXCLUSIVE USE AREA:

        Parking Bay No: N/A

9       SCHEME:

        means the sectional title development scheme in respect of the Land

10      SELLER'S CONVEYANCERS:

        Cliffe Dekker Hofmeyr Inc: Kelsey Biddulph

        Situated at: 1 Protea Place, Sandown, Sandton

11      AGENT:

        Name: _______________________________________________________________

        Agency:     Huizemark Centurion (Pty)Ltd t/a Huizemark Springs

        Address:    Stand 2086, Nr 4 Mount Edison Crescent, Midlands Estate, Midstream, 1692

        Telephone Number: ______________________________ & (0ffice) 087 940 9110

        Contact Person: Kobus du Plessis (Principal) – 082 318 7850
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                                        PART 2: GENERAL
12       INTERPRETATION

12.1       In this Agreement, unless the context indicates a contrary intention, the following words
           and expressions bear the meanings assigned to them and cognate expressions bear
           corresponding meanings –

12.1.1        "Agreement" means this agreement of sale;

12.1.2        "Body Corporate" means the body corporate in respect of the Scheme to be
              established in terms of the Sectional Title Management Act;

12.1.3        "Common Property" means common property as defined in Section 1 of the Sectional
              Titles Act;

12.1.4        "Condition Precedent" means the suspensive condition set out in clause 14;

12.1.5        "Conduct Rules" means the conduct rules prescribed in terms of the Sectional Title
              Management Act, copies of which are attached hereto and marked Annexure A;

12.1.6        "Exclusive Use Area" means the exclusive use area as described in clause 8 above
              and as will more fully appear from the Sectional Plan;

12.1.7        "Fixtures and Fittings" means all fixtures and fittings of a permanent nature;

12.1.8        "Land" means on which the Property is situated;

12.1.9        "Management Rules" means the management rules prescribed in terms of the
              Sectional Title Management Act, copies of which are attached hereto and marked
              Annexure B;

12.1.10       "Participation Quota" means the percentage determined in relation to the section, in
              accordance with the provisions of section 32 of the Sectional Titles Act;

12.1.11       "Property" means a unit, consisting of –

                 Section No _______ as shown and more fully described on Sectional Plan
                 No SS 148/2010 in the Scheme known as Reef Acres in respect of the Land and
                 building or buildings situate at Krugersrus, Extension 1 Township of which section
                 the floor area, according to the sectional plan is _____ square metres in extent; and

                 an undivided share in the Common Property in the scheme apportioned to the said
                 section in accordance with the Participation Quota as endorsed on the said sectional
                 plan,

              held by Deed of Transfer No 47963/2014, and includes the right to the exclusive use of
              the Exclusive Use Area and includes the Fixtures and Fittings;
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12.1.12       "Parties" means the parties to this Agreement;

12.1.13       "Purchaser" means the purchaser as described in clause 3 above;

12.1.14       "Sectional Titles Act" means the Sectional Titles Act, No 95 of 1986;

12.1.15       "Sectional Title Management Act" means Sectional Titles Schemes Management Act,
              No 8 of 2011

12.1.16       "Sectional Plan" means the sectional plan as defined in the Sectional Titles Act;

12.1.17       "Seller" means the Sellers as described in clause 1 above;

12.1.18       "Seller's Conveyancers" means the conveyancers described in clause 10 above;

12.1.19       "Signature Date" means the date of signature of this Agreement by the Party last
              signing;

12.1.20       "Transfer Date" means the date of registration of transfer of the Property into the name
              of the Purchaser;

12.2       In this Agreement —

12.2.1        clause headings and the heading of the Agreement are for convenience only and are
              not to be used in its interpretation;

12.2.2        an expression which denotes —

12.2.2.1         any gender includes the other genders;

12.2.2.2         a natural person includes a juristic person and vice versa;

12.2.2.3         the singular includes the plural and vice versa;

12.2.2.4         a Party includes a reference to that Party's successors in title and assigns allowed
                 at law; and

12.2.2.5         a reference to a consecutive series of two or more clauses is deemed to be inclusive
                 of both the first and last mentioned clauses.

12.3       Any reference in this Agreement to –

12.3.1        "business hours" shall be construed as being the hours between 08h30 and 17h00 on
              any business day. Any reference to time shall be based upon South African Standard
              Time;
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12.3.2      "days" shall be construed as calendar days unless qualified by the word "business", in
            which instance a "business day" will be any day other than a Saturday, Sunday or
            public holiday from time to time;

12.3.3      "laws" means all constitutions; statutes; regulations; by-laws; codes; ordinances;
            decrees; rules; judicial, arbitral, administrative, ministerial, departmental or regulatory
            judgements, orders, decisions, rulings, or awards; policies; voluntary restraints;
            guidelines; directives; compliance notices; abatement notices; agreements with,
            requirements of, or instructions by any governmental body; and the common law, and
            "law" shall have a corresponding meaning;

12.3.4      "person" means any person, company, close corporation, trust, partnership or other
            entity whether or not having separate legal personality; and

12.3.5      "public holiday" means a public holiday contemplated in the Public Holidays Act, No 36
            of 1994.

12.4     The words "include" and "including" mean "include without limitation" and "including without
         limitation". The use of the words "include" and "including" followed by a specific example
         or examples shall not be construed as limiting the meaning of the general wording
         preceding it.

12.5     Any substantive provision conferring rights or imposing obligations on a Party and
         appearing in any of the definitions in this clause 12 or elsewhere in this Agreement, shall
         be given effect to as if it were a substantive provision in the body of the Agreement.

12.6     Unless otherwise required by the context, words and phrases appearing in this Agreement
         which are defined in the Sectional Titles Act shall have the meaning ascribed to them in
         the Sectional Titles Act.

12.7     Words and expressions defined in any clause shall, unless the application of any such word
         or expression is specifically limited to that clause, bear the meaning assigned to such word
         or expression throughout this Agreement.

12.8     Unless otherwise provided, defined terms appearing in this Agreement in title case shall be
         given their meaning as defined, while the same terms appearing in lower case shall be
         interpreted in accordance with their plain English meaning.

12.9     A reference to any statutory enactment shall be construed as a reference to that enactment
         as at the Signature Date and as amended or substituted from time to time.

12.10    Unless specifically otherwise provided, any number of days prescribed shall be determined
         by excluding the first and including the last day or, where the last day falls on a day that is
         not a business day, the next succeeding business day.
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12.11     If the due date for performance of any obligation in terms of this Agreement is a day which
          is not a business day then (unless otherwise stipulated) the due date for performance of
          the relevant obligation shall be the immediately preceding business day.

12.12     Where figures are referred to in numerals and in words, and there is any conflict between
          the two, the words shall prevail, unless the context indicates a contrary intention.

12.13     The rule of construction that this Agreement shall be interpreted against the Party
          responsible for the drafting of this Agreement, shall not apply.

12.14     No provision of this Agreement shall (unless otherwise stipulated) constitute a stipulation
          for the benefit of any person who is not a Party to this Agreement.

12.15     The use of any expression in this Agreement covering a process available under South
          African law, such as winding-up, shall, if either of the Parties to this Agreement is subject
          to the law of any other jurisdiction, be construed as including any equivalent or analogous
          proceedings under the law of such other jurisdiction.

12.16     Any reference in this Agreement to "this Agreement" or any other agreement or document
          shall be construed as a reference to this Agreement or, as the case may be, such other
          agreement or document, as amended, varied, novated or supplemented from time to time.

12.17     In this Agreement the words "clause" or "clauses" and "annexure" or "annexures" refer
          to clauses of and annexures to this Agreement.

13      INTRODUCTION

13.1      The Seller desires to sell the Property to the Purchaser and the Purchaser desires to
          purchase the Property from the Seller, subject to certain terms and conditions.

13.2      The Parties wish to record in writing their agreement in respect of the above and matters
          ancillary thereto.

14      CONDITION PRECEDENT

14.1      Save for clauses 12 to 14 and clauses 23 to 35 all of which will become effective
          immediately, this Agreement is subject to the fulfilment of the Condition Precedent that by
          not later than 45 (forty five days) from the Signature Date, as specified in clause 6 above,
          the Purchaser is granted a loan in writing of an amount referred to in clause 6.1 above, or
          for any lesser amount acceptable to the Purchaser, by a registered bank or other financial
          institution, upon security of a first mortgage bond to be passed over the Property, and on
          acceptance by the Purchaser of any such lesser amount this suspensive condition will be
          deemed fulfilled.
7

14.2       The Purchaser will procure the fulfilment of the Condition Precedent as soon as reasonably
           possible after the Signature Date and shall, prior to the expiry of the relevant time period
           set out in that clause, furnish to the other Party documents evidencing the fulfilment of the
           Condition Precedent to such other Party's satisfaction.

14.3       The Condition Precedent set out in clause 14.1 above has been inserted for the benefit of
           the Purchaser which will be entitled to waive fulfilment of any of the said Condition
           Precedent, in whole or in part, on written notice to the other Party prior to the expiry of the
           relevant time periods set out in that clause.

14.4       Unless the Condition Precedent has been fulfilled or waived by not later than the relevant
           date for fulfilment thereof set out in clause 14.1 (or such later date or dates as may be
           agreed in writing between the Parties) the provisions of this Agreement, save for clauses
           12 to 14, and clauses 23 to 35, which remain of full force and effect, will never become of
           any force or effect and the status quo ante will be restored as near as may be and neither
           of the Parties will have any claim against the other in terms hereof or arising from the failure
           of the Condition Precedent.

15       SALE

15.1       The Seller sells to the Purchaser, and the Purchaser purchases the Property, subject to –

15.1.1          the conditions and servitudes mentioned or referred to in the current and/or prior title
                deeds of the Property, the sectional plan and any annexure thereto;

15.1.2          the Management and Conduct Rules for the control and management of the scheme as
                contemplated in section 35 of the Sectional Titles Act, which the Purchaser declares
                itself to be fully acquainted with; and

15.1.3          all such other conditions and servitudes as may exist in regard to the Property, including
                the provisions of any applicable town planning scheme.

15.2       Without derogating from the generality of clause 33.7, the Purchaser shall not sell or
           otherwise dispose of the Property, nor cede any right or assign any obligation under this
           Agreement prior to the Transfer Date without the prior written consent of the Seller.

16       VOETSTOOTS SALE

16.1       The Property is sold voetstoots as it stands and in the condition in which it now is and the
           Seller furnishes no warranties to the Purchaser whatsoever regarding the Property. The
           Seller has no claim in respect of any excess over the measurements of a section, an
           Exclusive Use Area or any part of the Common Property, appearing in the title deeds, any
           notarial deed of cession relating to an Exclusive Use Area or the sectional plan, nor is the
           Seller answerable in damages or otherwise to the Purchaser should the area of any section,
           Exclusive Use Area or any part of the Common Property be less than such measurements.
8

16.2        The Purchaser acknowledges having inspected the Property and is aware that the Property
            has been let to tenants. The Seller will pay an amount of R 20 000 inclusive of VAT to the
            Purchaser on the Transfer Date to attend to whatever repairs the Purchaser deems
            necessary. This clause 1.2 does not detract from the sale of the Property on a voetstoots
            basis and the Purchaser acknowledges and hereby confirms that he will have no claim of
            whatsoever nature against the Seller in respect of the Property.

17       ELECTRICAL COMPLIANCE CERTIFICATE

         The Seller shall by not later than the Transfer Date furnish the Purchaser with a certificate of
         compliance as contemplated in the regulations in terms of the Occupational Health and Safety
         Act, No 85 of 1993, in respect of any electrical installation in or on the Property. Such
         certificate shall be dated less than 24 (twenty-four) months prior to the date of transfer.

18       GAS INSTALLATION CONFORMITY CERTIFICATE

         To the extent applicable, the Seller shall by not later than the Transfer Date furnish the
         Purchaser with a certificate of conformity (in the prescribed form) in respect of any gas system,
         gas reticulation system or gas installation on the Property, as contemplated in regulation 17(3)
         of the regulations made in terms of section 43 of the Occupation Health and Safety Act, No 85
         of 1993.

19       PURCHASE PRICE

         The    purchase     price    of   the    Property    is   R____________________________
         (__________________________________________________rand) which is payable by the
         Purchaser as follows –

19.1        the sum of R______________________________ (_____________________________
            _________________________________________________rand) by way of a cash
            deposit within N/A business days after the Signature Date, which amount will be paid to the
            Seller's Conveyancers and held in trust until the Transfer Date;

19.2        the cash deposit payable by the Purchaser to the Seller's Conveyancers pursuant to clause
            19.1 will be held in trust by the Seller's Conveyancers pending the Transfer Date, and the
            Seller's Conveyancers are instructed in accordance with Rule 37 read with the Rules 35.16
            and 35.17 of the rules for the Attorneys Profession (published in Government Gazette No
            39740 on 26 February 2016) to invest such amount with a registered bank of their choice
            on the basis that –

19.2.1         the amount is invested in an interest-bearing account;

19.2.2         the interest-bearing account contains a reference to section 78(2A) of the Attorneys Act,
               No 53 of 1979;
9

19.2.3         the interest which accrues on such investment is to be for the benefit of the Purchaser
               and will be paid, after deducting the Seller's Conveyancers' professional fee for
               administering the investment, to the Purchaser on the Transfer Date; and

19.2.4         the cash deposit paid by the Purchaser in terms of clause 19.1 will be paid to the Seller
               on the Transfer Date ;

19.3        the sum of R___________________________________ (_________________________
            ________________________________________________rand), against registration of
            transfer of the Property into the name of the Purchaser. As security for the payment of
            such amount, the Purchaser will within 45 (Forty Five) business days after the Signature
            Date, furnish the Seller's Conveyancers with a bank guarantee or guarantees as required
            and approved of by the Seller or the Seller's Conveyancers, payable to the Seller or the
            Seller's nominee upon registration of transfer at such place or places in the Republic of
            South Africa as the Seller reasonably stipulates.

20       DISCLOSURE BY SELLER

         The Seller hereby discloses that as at the Signature Date and to the best of the Seller's
         knowledge and belief –

20.1        the Participation Quota in respect of the Property is _____________;

20.2        the monthly levy payable in respect of the Property is R_______________________
            (_______________________________________ rand), which levy includes the following;

20.2.1         Admin fee: R___________________________;

20.2.2         Reserve fund contribution: N/A and

20.2.3         CSOS levy: R__________________________

20.3        no resolution has been passed by the Body Corporate in terms of which a special levy will
            be payable by the Purchaser subsequent to the Transfer Date; and

21       POSSESSION AND RISK

         Possession of the Property will be given to the Purchaser on the Transfer Date, from which
         date it will be at the sole risk, loss or profit of the Purchaser, and the Purchaser will from such
         date be entitled to the rentals (if any) and be liable for all levies (whether general or special),
         rates, taxes and other charges in respect of the Property, including where applicable the levies
         and/or other charges payable to any property owner's or similar association. If the Seller has
         paid any such charge or charges for any period subsequent to the date of possession, the
         Purchaser will refund to the Seller the charge or charges so paid, and the Purchaser will
10

         likewise be entitled to a refund from the Seller of the rentals (if any) collected prior to the date
         of possession in respect of any period subsequent to the date of registration of transfer.

22       TRANSFER AND COSTS

22.1        Transfer of the Property will be given to the Purchaser within a reasonable time after the
            Seller has paid the costs referred to in clause 22.2 and the Parties have otherwise complied
            with the provisions of this Agreement. Transfer will be effected by the Seller's
            Conveyancers.

22.2        The Seller shall be liable for:

22.2.1         the cost and charges incidental to the transfer of the Property into the name of the
               Purchaser. These costs and charges will include the conveyancing and deeds office
               fees in respect of the transfer of the Section and the cession of the right to use the
               Exclusive Use Area (where applicable) as well as the costs of any rates or other
               clearance certificate, including any extended certificate, whether issued by a local
               authority, Body Corporate, property owners' association, managing agent or similar
               body: and all bank charges payable by the Seller's Conveyancers. These costs will be
               paid by the Seller on receipt of a demand from the Seller's Conveyancers; And

22.2.2         all costs and charges incidental to the registration of a mortgage bond that may be
               registered over the Property.

22.3        The Purchaser shall be liable for payment of transfer duty to the South African Revenue
            Services in respect of the Property (if applicable); and

22.4        The Parties shall sign all documents required to be signed by the Seller's Conveyancers in
            order that transfer may be effected as soon as possible after being requested to do so by
            the Seller's Conveyancers.

23       OCCUPATION AND OCCUPATIONAL RENTAL

23.1        Occupation of the Property will be given to the Purchaser on registration.

23.2        Should the date referred to in clause 23.1 be prior to the date of registration of transfer, the
            Purchaser will pay to the Seller or the Seller's nominee in consideration of such prior
            occupation, occupational rental calculated at R_______________________________
            (_________________________________________ rand) per month, payable monthly in
            advance, from the date of occupation to the date of transfer of the Property into the name
            of the Purchaser, both days inclusive.

23.3        In the event that occupation of the Property is given to the Purchaser prior to registration
            of transfer of the Property into the name of the Purchaser –
11

23.3.1        the Purchaser will keep all buildings, fences and other improvements on the Property in
              good order, repair and condition to the satisfaction of the Seller, and should the
              Purchaser fail to do so, the Seller will be entitled to have effected any repairs the Seller
              deems necessary to maintain the Property in good order, repair and condition, and to
              recover the cost thereof from the Purchaser on demand, without prejudice to any other
              rights the Seller may have;

23.3.2        the Purchaser will not make any alterations or additions to any buildings or
              improvements on the Property before transfer without the Seller's prior written consent,
              and will submit to the Seller for prior approval plans of any proposed buildings,
              alterations or improvements. It is a condition of any approval the Seller may give in
              respect of such plans that the Purchaser procures, before building operations are
              commenced, a waiver by the contractor of any lien to which such contractor might
              otherwise become entitled;

23.3.3        the Seller or the Seller's duly authorised agent is entitled to inspect the Property at all
              reasonable times; and

23.3.4        the Purchaser will be obliged to vacate the Property upon termination of this Agreement
              for any reason whatsoever, it being agreed that no tenancy is created by such prior
              occupation.

24       RIGHTS OF TENANT

24.1       The Purchaser acknowledges that the Property is let to a tenant and is subject to the
           tenant's rights under the tenant's lease, and the Purchaser further acknowledges that the
           Purchaser is acquainted with all the terms and conditions of the lease, a copy of which is
           attached hereto and is marked Annexure "C".

24.2       The Purchaser acknowledges that the Purchaser is aware of the tenant's rights under the
           Rental Housing Act, No 50 of 1999.

24.3       The Purchaser specifically acknowledges the following in respect of the lease:

24.3.1        Details of the tenant: ____________________________________________________

24.3.2        Date of termination of the tenant: __________________________________________

24.3.3        Monthly rental income: __________________________________________________

25       CONTINUED MARKETING

25.1       In the event that this Agreement is subject to the Purchaser obtaining a loan as
           contemplated in clause 14.1 above, then:
12

25.1.1        the Purchaser acknowledges that the Seller shall be entitled to continue to market the
              Property through the Agent and accept other offers through the Agent in respect of the
              Property;

25.1.2        If the Seller accepts another offer or offers, it shall have the right to proceed with the
              transaction where the Conditions Precedent have been fulfilled at the earliest and where
              written confirmation is received by the Seller's Conveyancer in this regard.

25.1.3        This Agreement will be cancelled, by way of a written cancelation notice, if the Seller
              elects to proceed with another transaction, as described in clause 25.1.2 above;

25.1.4        In the event of cancellation of this Agreement, the Parties reciprocally and irrevocably
              agree that once the Seller has refunded the Purchaser whatever amount has been paid
              by the Purchaser in terms of this Agreement, that they shall have no further claims
              against one another arising out of this Agreement.

25.1.5        For the avoidance of doubt, and for purposes of clause 25.1.2, the Condition Precedent
              in clause 14.1 will only be deemed to be fulfilled if all conditions imposed by the relevant
              bank or financing institution in terms of the facility or loan agreement have been
              complied with and such facility or loan agreement has become unconditional.

26       GENERAL WARRANTIES

26.1       Each of the Parties hereby warrants to and in favour of the other that –

26.1.1        it has the legal capacity and has taken all necessary corporate action required to
              empower and authorise it to enter into this Agreement;

26.1.2        this Agreement constitutes an agreement valid and binding on it and enforceable
              against it in accordance with its terms;

26.1.3        the execution of this Agreement and the performance of its obligations hereunder does
              not and shall not –

26.1.3.1         contravene any law or regulation to which that Party is subject;

26.1.3.2         contravene any provision of that Party's constitutional documents; or

26.1.3.3         conflict with, or constitute a breach of any of the provisions of any other agreement,
                 obligation, restriction or undertaking which is binding on it; and

26.1.4        to the best of its knowledge and belief, it is not aware of the existence of any fact or
              circumstance that may impair its ability to comply with all of its obligations in terms of
              this Agreement;

26.1.5        it is entering into this Agreement as principal (and not as agent or in any other capacity);
13

26.1.6        the natural person who signs and executes this Agreement on its behalf is validly and
              duly authorised to do so;

26.1.7        no other party is acting as a fiduciary for it; and

26.1.8        it is not relying upon any statement or representation by or on behalf of any other Party,
              except those expressly set forth in this Agreement.

26.2       Each of the representations and warranties given by the Parties in terms of clause 16.1
           shall –

26.2.1        be a separate warranty and will in no way be limited or restricted by inference from the
              terms of any other warranty or by any other words in this Agreement;

26.2.2        continue and remain in force notwithstanding the completion of any or all the
              transactions contemplated in this Agreement; and

26.2.3        prima facie be deemed to be material and to be a material representation inducing the
              other Party to enter into this Agreement.

27       BREACH

27.1       Should the Purchaser commit a breach of this Agreement, the Seller is entitled to give the
           Purchaser notice in writing calling upon the Purchaser to remedy the breach. Should the
           Purchaser fail to comply with such notice within 7 (seven) business days of receipt of such
           notice, then without prejudice to any other rights the Seller may have in law, the Seller is
           entitled –

27.1.1        to cancel this Agreement and thereupon –

27.1.1.1         to retain the deposit paid in terms of clause 19.1, either as rouwkoop or by way of a
                 penalty or as agreed liquidated damages, or as a payment in respect of the prejudice
                 agreed as suffered by the Seller as a result of the Purchaser's breach; or

27.1.1.2         to recover such damages as the Seller may be able to prove the Seller has
                 sustained, in which event the Seller will be entitled to retain the deposit in trust until
                 the actual amount of damages has been determined by a Court, and thereupon set
                 off such damages against the amounts in trust; or

27.1.2        to enforce performance in terms of this Agreement, including payment of the full balance
              of the purchase price owing at the date of the Purchaser's breach without prejudice to
              any right the Seller may have to claim damages from the Purchaser.

27.2       Should the Seller commit a breach of this Agreement, the Purchaser is entitled to give the
           Seller notice in writing calling upon the Seller to remedy the breach. Should the Seller fail
           to comply with such notice within 7 (seven) business days of receipt of such notice, then
14

           without prejudice to any other rights the Purchaser may have in law, the Purchaser is
           entitled –

27.2.1        to cancel this Agreement and thereupon to recover such damages as the Purchaser
              may be able to prove the Purchaser has sustained; or

27.2.2        to enforce performance in terms of this Agreement without prejudice to any right the
              Purchaser may have to claim damages from the Seller.

27.3       The Parties agree that any costs awarded will be recoverable on an attorney-and-own-
           client scale unless the Court specifically determines that such scale shall not apply, in which
           event the costs will be recoverable in accordance with the High Court tariff, determined on
           an attorney-and-client scale.

28       NOTICES AND ADDRESSES FOR SERVICE

           The Parties select as their respective addresses at which all demands, notices,
           summonses, pleadings and processes must be delivered, and execution must take place
           (domicilia citandi et executandi) the physical addresses referred to in clause 1 to 4 above,
           and for the purposes of giving or sending any notice provided for or required under this
           Agreement, the parties may use the physical addresses and email addresses referred to
           in clause 1 to 4 above. A Party may change its domicilium or its address for the purposes
           of notices to any other physical address in the Republic of South Africa or email address
           by written notice to the other Party to that effect. Such change of address will be effective
           5 (five) business days after receipt of the notice of the change.

28.1       All notices to be given in terms of this Agreement will be given in writing and will —

28.1.1        be delivered by hand or sent by email, and not by any other means;

28.1.2        if delivered by hand during business hours, be presumed to have been received on the
              date of delivery. Any notice delivered after business hours or on a day which is not a
              business day will be presumed to have been received on the following business day;
              and

28.1.3        if sent by email during business hours, be presumed to have been received on the date
              of successful transmission of the email. Any email sent after business hours or on a
              day which is not a business day will be presumed to have been received on the following
              business day.

28.2       Notwithstanding the above, any notice given in writing, and actually received by the Party
           to whom the notice is addressed, will be deemed to have been properly given and received,
           notwithstanding that such notice has not been given in accordance with this clause 28.
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29     BENEFIT OF THE AGREEMENT

       This Agreement will also be for the benefit of and be binding upon the successors in title and
       permitted assigns of the Parties or either of them.

30     APPLICABLE LAW AND JURISDICTION

30.1      This Agreement will in all respects be governed by and construed under the laws of the
          Republic of South Africa.

30.2      The Parties hereby consent and submit to the non-exclusive jurisdiction of the [High Court
          of South Africa, Gauteng Division, Johannesburg in any dispute arising from or in
          connection with this Agreement.

31     NEW LAWS AND INABILITY TO PERFORM

31.1      If any law comes into operation subsequent to the signature of this Agreement which law
          affects any aspect or matter or issue contained in this Agreement, the Parties undertake to
          enter into negotiations in good faith regarding a variation of this Agreement in order to
          ensure that neither this Agreement nor its implementation constitutes a contravention of
          such law.

31.2      If either Party is prevented from performing any of its obligations in terms of this Agreement
          as a result of any existing or new law or as a result of any event beyond its reasonable
          control whether or not foreseeable, including general power failures, breakdown of
          telecommunication networks or computers, political intervention, imposition of sanctions,
          riot or insurrection, it shall not be liable for any failure to perform its obligations under this
          Agreement while such event persists and shall have the right (unless such event has or is
          likely to persist for a period not exceeding 30 (thirty) days) to terminate this Agreement at
          any time after the intervention of or becoming aware of such event.

31.3      If this Agreement is terminated by either Party in accordance with the provisions of this
          clause 31 neither Party shall have any claim or obligation in respect of any loss suffered or
          damages incurred as a result of such cancellation.

32     INDEPENDENT ADVICE

       Each of the Parties to this Agreement hereby acknowledges and agrees that –

32.1      it has been free to secure independent legal and other professional advice (including
          financial and taxation advice) as to the nature and effect of all of the provisions of this
          Agreement and that it has either taken such independent advice or has dispensed with the
          necessity of doing so; and
16

32.2       all of the provisions of this Agreement and the restrictions herein contained are fair and
           reasonable in all the circumstances and are in accordance with the Party's intentions.

33       GENERAL

33.1       Whole Agreement

33.1.1        This Agreement constitutes the whole of the agreement between the Parties relating to
              the matters dealt with herein and, save to the extent otherwise provided herein, no
              undertaking, representation, term or condition relating to the subject matter of this
              Agreement not incorporated in this Agreement shall be binding on either of the Parties.

33.1.2        This Agreement supersedes and replaces any and all agreements between the Parties
              (and other persons, as may be applicable) and undertakings given to or on behalf of the
              Parties (and other persons, as may be applicable) in relation to the subject matter
              hereof.

33.2       Variations to be in Writing

           No addition to or variation, deletion, or agreed cancellation of all or any clauses or
           provisions of this Agreement will be of any force or effect unless in writing and signed by
           the Parties.

33.3       No Indulgences

           No latitude, extension of time or other indulgence which may be given or allowed by any
           Party to the other Party in respect of the performance of any obligation hereunder, and no
           delay or forbearance in the enforcement of any right of any Party arising from this
           Agreement and no single or partial exercise of any right by any Party under this Agreement,
           shall in any circumstances be construed to be an implied consent or election by such Party
           or operate as a waiver or a novation of or otherwise affect any of the Party's rights in terms
           of or arising from this Agreement or estop or preclude any such Party from enforcing at any
           time and without notice, strict and punctual compliance with each and every provision or
           term hereof. Failure or delay on the part of any Party in exercising any right, power or
           privilege under this Agreement will not constitute or be deemed to be a waiver thereof, nor
           will any single or partial exercise of any right, power or privilege preclude any other or
           further exercise thereof or the exercise of any other right, power or privilege.

33.4       No Waiver or Suspension of Rights

           No waiver, suspension or postponement by any Party of any right arising out of or in
           connection with this Agreement shall be of any force or effect unless in writing and signed
17

          by such Party. Any such waiver, suspension or postponement will be effective only in the
          specific instance and for the purpose given.

33.5      Provisions Severable

          All provisions and the various clauses of this Agreement are, notwithstanding the manner
          in which they have been grouped together or linked grammatically, severable from each
          other. Any provision or clause of this Agreement which is or becomes unenforceable in
          any jurisdiction, whether due to voidness, invalidity, illegality, unlawfulness or for any other
          reason whatever, shall, in such jurisdiction only and only to the extent that it is so
          unenforceable, be treated as pro non scripto and the remaining provisions and clauses of
          this Agreement shall remain of full force and effect. The Parties declare that it is their
          intention that this Agreement would be executed without such unenforceable provision if
          they were aware of such unenforceability at the time of execution hereof.

33.6      Continuing Effectiveness of Certain Provisions

          The expiration or termination of this Agreement shall not affect such of the provisions of
          this Agreement as expressly provide that they will operate after any such expiration or
          termination or which of necessity must continue to have effect after such expiration or
          termination, notwithstanding that the clauses themselves do not expressly provide for this.

33.7      No Assignment

          Neither this Agreement nor any part, share or interest herein nor any rights or obligations
          hereunder may be ceded, delegated or assigned by either Party without the prior written
          consent of the other Party, save as otherwise provided herein.

33.8      Exclusion of Electronic Signature

          The reference in clauses 33.2, 33.4 and 33.7 to writing signed by a Party shall,
          notwithstanding anything to the contrary in this Agreement, be read and construed as
          excluding any form of electronic signature.

34     COSTS

       Except as otherwise specifically provided herein, each Party will bear and pay its own legal
       costs and expenses of and incidental to the negotiation, drafting, preparation and signature of
       this Agreement.

35     SIGNATURE

35.1      This Agreement is signed by the Parties on the dates and at the places indicated below.
18

35.2   This Agreement may be executed in counterparts, each of which shall be deemed an
       original, and all of which together shall constitute one and the same Agreement as at the
       date of signature of the Party last signing one of the counterparts.

35.3   The persons signing this Agreement in a representative capacity warrant their authority to
       do so.

35.4   The Parties record that it is not required for this Agreement to be valid and enforceable that
       a Party shall initial the pages of this Agreement and/or have its signature of this Agreement
       verified by a witness.
19

SIGNED at ................................................ on ...................................................................... 2021

                                                                           For and on behalf of the SELLER

                                                                           ___________________________________
                                                                           Signature
                                                                           Kevin van den Heever
                                                                           Managing Director

SIGNED at ................................................ on ...................................................................... 2021

                                                                           ___________________________________
                                                                           PURCHASER 1

SIGNED at ................................................ on ...................................................................... 2021

                                                                           ___________________________________
                                                                           PURCHASER 2

SIGNED at ................................................ on ...................................................................... 2021

                                                                           ___________________________________
                                                                           Obo THE AGENT
AGENT’S PROFESSIONAL FEE ANNEXURE TO OFFER TO PURCHASE

   DEVELOPMENT:                           Reef Acres

   PROPERTY OR UNIT
   DISCRIPTION:
   SELLER/DEVELOPER:                      Afhco Holdings Pty Ltd

   PURCHASER:

   JOINT PURCHASER:

   AGENT:                                 Huizemark Centurion (Pty) Ltd t/a Huizemark Springs

                                          represented by _________________________

The above-mentioned purchaser/s hereby acknowledge that he/she/they have been informed of the following:

   1. The purchase price of the sale of the property mentioned above includes the Agent’s professional fee in
       5% vat included.

   2. Should the offer to purchase agreement be cancelled (at any time after all the suspensive conditions have
       been fulfilled) either:
       2.1.     by the Purchaser/s; or
       2.2.     by the Seller as a result of the Purchaser/s’ breach of the agreement.
       then the Purchaser/s shall remain liable for the payment of the Agent’s professional fee.

   3. In the event of cancellation as per clause 2 above, the Agent’s professional fee shall be payable:
       3.1.     As a first charge against any deposit amount already received by the relevant conveyancer in
                their trust account, or
       3.2.     If no deposit has been paid by the Purchaser/s, the Purchaser/s shall be requested to make
                payment directly to the Agent.

   4. Should the Agent have to hand over the matter to its attorneys for the collection of the Agent’s professional
       fee, the Purchaser/s will be liable for the costs thereof on an attorney and client scale.

   5. The contact details of the Purchaser/s as contained in the offer to purchase will be used for the delivery
       of any communication, notices, or proceedings in terms of this Agent’s professional fee addendum.
DATE

PLACE

PURCHASER

JOINT PURCHASER

WITNESS

BENEFITS OF THIS ANNEXURE ACCEPTED ON BEHALF OF THE AGENT:

DATE

PLACE

FOR AND ON BEHALF OF THE
AGENT
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