AGREEMENT OF SALE Made and entered into by and between TEAL & TROUT FARM (PROPRIETARY) LIMITED REGISTRATION NUMBER 98/04422/07 herein represented by Brian Desmond Bendall he being duly authorised by a Resolution (hereinafter referred to as the Seller) of 6 First Street Abbotsford Johannesburg (street address) and ____________________________________________(NAME) ___________________________________________(ID /PASSPORT NO) ___________________________________________(STREET ADDRESS) ___________________________________________(POSTAL ADDRESS) ___________________________________________(MARITAL STATUS) ________________________________________ (CONTACT TEL. NUMBERS) ________________________________________ (EMAIL ADDRESS) (hereinafter referred to as the Purchaser) 2 1. INTERPRETATION 1.1 The clause headings are for convenience and shall be disregarded in interpreting this agreement; 1.2 In this agreement, unless a contrary intention clearly appears -1.2.1 Words importing one gender include the other gender, the singular include the plural and vice versa and natural persons include legal entities and vice versa. 1.3 when any number of days is prescribed in this agreement, the same shall be reckoned exclusively of the first and inclusively of the last day unless the last day falls on a Saturday, Sunday or proclaimed public holiday in the Republic of South Africa, in which event the last day shall be the next succeeding day which is not a Saturday, Sunday or public holiday; 1.4 the annexures to this agreement shall be deemed to be incorporated in and form part of this agreement; 1.5 any reference to an enactment is to that enactment as at the date of signature hereof and as amended or re-enacted from time to time. 2. DEFINITIONS Unless otherwise expressly stated, or the context otherwise requires, the words and expressions listed below shall, when used in this Agreement, including this introduction, bear the meanings ascribed to them: Annexure A: Sketchplan of proposed Portion 24 of the farm Winnaarspoort No 350 showing Common Property as well as the 40 subdivided portions of land Annexure B: Constitution of Teal & Trout Country Estate Owners Association Annexure C: Management Regulations Annexure D: Special Power of Attorney Annexure E: Teal and Trout Country Estate Development Guidelines 3 Agent: the agent of the Seller that was the effective cause of the conclusion of this agreement Architect: Any architect appointed by the Seller in terms of the provisions of the Constitution Association: The Teal & Trout Country Estate Owners Association referred to in paragraph 10 below which will own the Common Property Constitution: The Constitution of the Association Common Property: The land comprising the Estate, but excluding the subdivided portions 25 to 64 inclusive as indicated on Annexure "A" Consents: The various consents required for the consolidation of certain portions into Portion 24 of the farm Winnaarspoort 350 JT and the subsequent subdivision into portions 25 to 64 and other consents, permissions, licences, permits and the like obtained from various governmental authorities for the establishment and operation of the Estate Conveyancers: Attorneys Norton-Lambrianos of 20 Republic Road, Bordeaux, Randburg Estate: The development on Portion 24 of the farm Winnaarspoort 350 JT( previously comprising Portions 4, 9, 10, 11, 12, 17 and a Portion of Portion 13 of the Farm Winnaarspoort 350 JT). Portion 24 forms part of a Land Development Area that will be subdivided into 40 portions of land measuring approximately one Hectare each and Common Property totalling approximately 1020 Hectares as indicated on Annexure "A". Local Authority: The applicable local authority, or its nominee, or its successor-in-title, or any other Local Government Department which might have or obtain jurisdiction over the Property; 4 Lodge: A residential dwelling with its primary usage being that of holiday accommodation in a rural environment in accordance with Architectural Guidelines, with or without outbuildings. Member: A member of the Association Property: The immovable property comprising one of the proposed 40 subdivided portions in the Estate more fully described in paragraph 3 Registration Date: The date of registration of transfer of the Property into the name of the Purchaser Subdivided Portions: The various properties that have come into being from the consolidation of Portions 4, 9, 10, 11, 12, 17 and a Portion of Portion 13 of the Farm Winnaarspoort 350 JT into Portion 24 of the Farm Winnaarspoort 350 JT Sites: The one-hectare subdivided portions of land on which the Lodges will be erected as indicated on Annexure "A". 3. SALE The seller sells to the Purchaser who hereby purchases the proposed Portion (a Portion of Portion 24) of the farm Winnaarspoort No. 350 JT, Mpumalanga, as highlighted in Annexure "A" known as Site ___________ for administrative purposes. 5 4. PURCHASE PRICE The Purchase Price of the Property is the sum of R__________________ inclusive of Value Added Tax payable as follows: 4.1 A deposit of R__________________________ to the Conveyancers, within _________________ days of signature hereof, which shall be held in trust in an interest bearing account for the benefit of the Purchaser until the registration date. 4.2 The balance of the purchase price amounting to R___________________ shall be paid by the Purchaser to the Seller on the registration date and shall be secured by acceptable banker's guarantee/s within ________________ days of signature hereof. 4.3 Should this Agreement be cancelled by the Seller as a result of a breach by the Purchaser, the Conveyancers are irrevocably authorised to deal with the deposit, together with interest thereon and any other amounts paid by the Purchaser on account of the Purchase Price in accordance with paragraph 13. 5. SUSPENSIVE CONDITION This sale is subject to the Purchaser being able to obtain a Mortgage Bond from a registered Bank or Financial Institution in the sum of R________________________ within a period of 30 (THIRTY) days from date of signature hereof, failing which this sale between the Seller and the Purchaser shall immediately become of no force or effect. 6. AGENTS COMMISSION 6 The Seller shall pay the Agent the Commission in accordance with the mandate granted to any sales agent by the Seller provided that should the Purchaser fail to carry out his obligations in terms of this Agreement of Sale, the Agent shall have the right to recover such commission from the Purchaser. The commission shall be payable by the Seller to the Agent upon the registration date. 7. TRANSFER Transfer of the property shall be affected by the Conveyancers within a reasonable time after signature hereof provided that the Local Authority has granted the required Consents to proceed with the transfer of the Property and provided that the Purchaser has complied with his obligations in terms hereof and made payment of the costs of and incidental to the transfer including conveyancing charges and costs related to acquiring and registering a bond, for all of which the Purchaser is liable and which is payable on demand. 8. LEVY AND ELECTRICITY The Purchaser shall be liable to pay the levy monthly in advance to the Association in terms of the Constitution. It is recorded that Electricity will be metered separately and is not included in the Levy. The Purchaser shall sign a debit order in favour of the Association when requested to do so, for the monthly payment of levies. The initial levy shall be the sum of R __________________ per month which may be amended in terms of the Constitution. 9. POSSESSION AND OCCUPATION 7 9.1 The Purchaser shall take occupation and possession of the Property on the registration date from which date the Property shall be at the sole risk, loss, profit and expense of the Purchaser and from which date the Purchaser shall be liable for all Association levies, rates and taxes whatsoever levied upon the Property by the Local Authority. 9.2 Should the Seller have pre-paid any such rates and taxes and charges beyond the registration date, the Purchaser shall on demand refund any such amounts paid beyond this date to the Seller. 10. OWNERS ASSOCIATION AND SERVICES 10.1 It is recorded that Teal & Trout Country Estate Owners Association has been incorporated to promote the communal interest of all owners of properties in the Estate, which will include but not be limited to maintenance of security facilities, gate houses and security gates, roads, fencing, open spaces, communal dams, servitudes and all communal facilities. 10.2 The Purchaser acknowledges that he has acquainted himself with the provisions of the Constitution and the Management Regulations. 10.3 The Purchaser undertakes that upon the registration date he shall automatically become and remain a member of the Association and hereby agrees to be bound by the Constitution and Management Regulations for as long as he is the registered owner of the Property. 8 10.4 The Seller shall be entitled to procure that in addition to other conditions of title and/or subdivision referred to herein, the following conditions of title inter alia be inserted in the Deed of Transfer in terms of which the Purchaser takes title to the Property: 10.4.1 The purchaser and its successors in title or assigns of the within mentioned property shall upon transfer of the within mentioned property become a member of the Teal & Trout Country Estate Owners Association and remain a member and be subject to its constitution until the purchaser or each subsequent successor in title or assign ceases to be the registered owner of the property. 10.4.2 Neither the property nor any interest therein shall be transferred to any person who has not bound him/her/itself in writing to become a member of the Association. 10.4.3 The purchaser and its successors in title or assigns shall not be entitled to transfer the property without a clearance certificate from the said Association certifying that all amounts owing by the registered owner to the aforesaid Association have been paid. 10.5 In the event of the Registrar of Deeds requiring the amendment of the conditions in paragraphs 10.4.1 to 10.4.3 above in any manner in order to affect registration of same, the Purchaser hereby agrees to such amendment. 11. DEVELOPMENT OF THE ESTATE 9 11.1 The Purchaser agrees, acknowledges and records that he is aware that the Estate and Sites of which the Property is one, are not yet fully developed and therefore building, construction and related operations will take place upon the Estate and the Sites and that the said operations may cause the Purchaser certain inconvenience, but that he shall have no claim whatsoever against the Seller or any other owner for any such inconvenience. 11.2 The Purchaser hereby authorises the Seller to approve and act on his behalf in all matters relating to the development of the Estate. The Purchaser hereby nominates, constitutes and appoints the Seller with power of substitution to be its lawful agent in his name place and stead and on his behalf to consent, if so required, to the further development of the Estate and not to interfere with or obstruct the seller from erecting and completing buildings, structures and further facilities. 11.3 The seller, shall subject to the compliance by the Seller with all the requirements in terms of the Environment Conservation Act 73 of 1989, install at his cost access and traversing roads, engineering services, security and management infrastructure on the Common Property, the precise location and area to be within the sole discretion of the Seller provided that no such new common infrastructure shall directly interfere with the Sites of any Purchasers. 11.4 Should subsequent investigations and designs indicate that a Site at the sole discretion of the Seller is unsuitable, for whatever reason to be developed, then the Seller shall have the right to select an alternative Site from the area of the Common Property and to apply to the relevant authorities for the subdivision of such 10 site from the Common Property provided that the unsuitable Site be consolidated to form part of the Common Property and that no such new Site shall be located within two hundred meters of an existing Site that has been sold. 11.5 The Seller undertakes to ensure that all reasonable measures are taken to limit the interference and inconvenience caused by building, construction and related operations to the Purchaser. 11.6 The Seller warrants that a minimum level of infrastructure and services, being a rudimentary access road, high voltage electricity to the boundary of the Site and water will be provided as part of the purchase price. 12. VOETSTOOTS 12.1 The property is sold voetstoots including soil and environmental conditions and is sold and will be transferred subject to all the conditions and servitudes mentioned or referred to in the Seller's title deed which may be issued hereafter, and subject to the conditions set out in the relevant approvals of land-use rights and subdivision and in this agreement. 12.2 The Seller shall not be required to indicate the position of any of the beacons or pegs on the Property or any boundaries thereof other than those to be indicated by the land surveyor upon sub-division survey. 13. BREACH 11 13.1 Should the Purchaser be provisionally or finally sequestrated or liquidated or placed under judicial management prior to the registration date or should the Purchaser at any time commit a breach of any provision of this agreement and should he fail to remedy such breach within 14 (fourteen) days of the date of receipt of written notice from the Seller calling upon him to do so, the Seller shall have the right, without prejudice to any other rights available in law: 13.1.1 to cancel this agreement by written notice to the Purchaser. In the event of cancellation and on such date of cancellation: 13.1.1.1 the Purchaser shall deliver ownership, possession and occupation of the Property and any improvements thereon to the Seller at the Purchaser's expense; 13.1.1.2 the Purchaser shall have no claim for compensation for any improvements on the Property, which improvements shall vest in the Seller; 13.1.1.3 any amounts paid by the Purchaser shall be retained as rouwkoop for the Seller's preestiimate and/or liquidated damages, or alternatively the Seller may institute action against the Purchaser for recovery of the actual damages suffered by the Seller and to retain all payments received in terms of the agreement pending determination of such actual damages. 12 13.1.2 to claim immediate specific performance in accordance with the terms of the agreement including payment of all amounts payable in terms of this agreement, whether or not such amounts are then due for payment, together with any damages suffered by the Seller in consequence of the Purchaser's default. 13.2 Any damages claimed under this paragraph shall be limited to actual damages suffered and costs calculated as on a scale between an attorney and own client. 14. JURISDICTION For the purpose of all or any proceedings arising from this agreement the parties consent to the jurisdiction of the Magistrate's Court otherwise having jurisdiction under section 28 of the Magistrate's Court Act of 1944 as amended, notwithstanding that such proceedings are otherwise beyond its jurisdiction. This clause shall be deemed to constitute the written consent, conferring jurisdiction upon the said court pursuant to section 45 of the said Act. Notwithstanding the aforegoing the Seller shall have the right at his option and discretion to institute proceedings in any other competent court, which might otherwise have jurisdiction. 15. DOMICILIUM 15.1 The Seller and the Purchaser hereby record the street addresses on page 1 of this Agreement as their addresses in the Republic which they select as their respective domicilia citandi et executandi for the service of any notice or demand. 13 15.2 Notice of a change of address stated in paragraph 15.1 shall be given in writing and shall be delivered or sent by prepaid registered post by one party to the other. All notices in terms of this Agreement delivered or sent by prepaid registered post by any party to the other shall be deemed to have been received at the time of delivery or on the fifth business day following the date of registered posting, as the case may be. 16. SEVERABILITY 16.1 In the event that any of the clauses of this agreement are found to be invalid, unlawful or unenforceable, such clause (s) will be severable from the remaining clauses of this agreement, which will continue to be valid and enforceable. 16.2 If any invalid clause is capable of amendment to render it valid and enforceable to achieve the same objective as the invalid clause, the parties agree to negotiate an amendment to remove the invalidity. 17. VARIATION AND EXTENSION 17.1 This agreement constitutes the whole agreement between the parties and no warranties, representations or other terms and conditions of whatsoever nature not expressly recorded herein, shall be of any force or effect. This agreement supersedes any previous agreements which may exist between the parties whether oral or in writing. 17.2 No addition or variation of the terms and conditions of this agreement or consensual cancellation of this Agreement or any 14 provision or term thereof and no extension of time, waiver or relaxation or suspension of any of the provisions or terms of this Agreement shall be binding, unless recorded in writing and signed by both parties. 17.3 Any latitude or extension of time which may be allowed by either party to this agreement in respect of any obligation of the other party provided for herein or any matter or thing which the other party is bound to perform or observe in terms hereof shall not in any circumstances be deemed to be a waiver of the aggrieved party's rights at any time to require strict and punctual compliance with each and every provision or term hereof. 18. INDEMNITY The Seller or the Association shall not be responsible for any loss or damage which the Purchaser, his servant, employees, agents or invitees may suffer, arising out of the use of the Property or the Estate, and the Purchaser hereby indemnifies the Seller or the Association against any claim arising from the aforegoing. 19. COMPANY /CLOSE CORPORATION /TRUST If the Purchaser is not a natural person or nominated third party as a purchaser under this Agreement, each person signing this Agreement on behalf of the Purchaser hereby binds himself as surety and co-principal debtor to the Seller for the due and proper fulfillment of all the obligations of and for the punctual payment of all sums which are or may become due by the Purchaser in terms of or in connection with or arising in any way whatsoever out of this Agreement or any amendment or cancellation 15 hereof under renunciation of the benefits excussion, division and cession of action. If any signatory to this Agreement acts as agent for a trust or any other third party or reserves the right to nominate a third party as the purchaser in terms of this Agreement, the signatory shall be deemed to be the purchaser in the event of the signatory failing to nominate such trust or other third party in writing on the same day of signature of this Agreement and the nominee failing to duly ratify, adopt and confirm this Agreement in writing within the said period. 20. ALIENATION The purchaser shall not alienate the property prior to the registration date without the seller's prior written permission, which consent may not be unreasonably withheld. 21. BUILDING CONTRACT The Purchaser or his successor in title shall, within two years from the date of registration of the property in the name of the Purchaser, enter into a written building contract for the construction of a Lodge on the Property. 21.1 This Lodge is to be completed to the satisfaction of the Architect within three years of the registration date. 21.2 The Purchaser shall simultaneously with the signature of this Agreement execute the annexed Special Power of Attorney in terms whereof the Purchaser agrees that in the event of the Purchaser failing to enter into a building contract within a period of 2 (two) years and to complete the lodge within 3 (three) years from the registration date, the 16 Seller is hereby irrevocably authorised to sell the property for and on behalf of the Purchaser on the terms and conditions stated in the annexed Special Power of Attorney. THUS SIGNED IN THE PRESENCE OF THE BELOW WITNESSES ON THE DATE AND THE PLACE INDICATED: ______________________________ __________________________ DATE PLACE ______________________________ __________________________ WITNESS PURCHASER ______________________________ WITNESS ______________________________ __________________________ DATE PLACE ______________________________ __________________________ WITNESS SELLER _____________________________ WITNESS 2525B