Agreement for the disposal of the property described as

(the “Property”)

entered into between

(Registration number :) (the “Seller")

and

PUTPROP LIMITED Registration number: 1988/001085/06(the “Purchaser")

TABLE OF CONTENTS

Clause Index Page No._____________________________________________________________________________

1. Parties 3

2. Interpretation and preliminary 3

3. Introduction 8

4. Conditions precedent 9

5. Due Diligence 10

6. The sale 10

7. The purchase price 10

8. Delay in Transfer 11

9. VAT/Liability for VAT 11

10. Risk, Benefits and Delivery 12

11. Interim Period 13

12. Transfer and costs 14

13. Contracts 15

14. Warranties and undertakings 15

15. Municipal Credit 16

16. Adjustment Account 17

17. Certificates of compliance 19

18. Insolvency Act notice 20

19. Liabilities and Indemnities 20

20. Employees 21

21. Domicilium citandi et executandi 21

22. Agent’s commission 22

23. Consumer Protection Act 22

24. Breach 22

25. Expert Determination 23

26. Arbitration 24

27. Loss or Destruction 25

28. General 26

Annexure 1

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1. Parties

1.1. The Parties to this Agreement are-

1.1.1.

1.1.2. PUTPROP LIMITED

2. Interpretation and preliminary

The headings of the clauses in this Agreement are for the purpose of convenience and reference only and shall not be used in the interpretation of this Agreement and they neither modify nor amplify the terms of or any clause of this Agreement. Unless a contrary intention clearly appears:

2.1. words importing:

2.1.1. any one gender include the other two genders;

2.1.2. the singular include the plural and vice versa; and

2.1.3. natural persons include created entities (corporate or un-incorporate) and vice versa;

2.2. the following terms shall have the meanings assigned to them in terms of this clause and cognate expressions shall have a corresponding meaning, namely:

2.2.1. "AFSA” means the Arbitration Foundation of South Africa;

2.2.2. “Adjustment Account” means the adjustment account to be prepared by the Seller as at the Date of Transfer in accordance with clause 15 (Municipal Credit);

2.2.3. “Agreement" means this agreement together with any schedules and annexures to this Agreement;

2.2.4. "Buildings" means the building and other improvements on the Property, including all Fixed Assets, (excluding any fixtures and fittings belonging to any tenant of a Building);

2.2.5. "Business Day" means any day other than a Saturday, Sunday or gazetted national public holiday in the Republic of South Africa;

2.2.6. “Commitment Fee” means a commitment, reservation or holding fee as agreed to by the Parties payable by the Purchaser to the Seller or Conveyancer in cash in the amount of [NIL………] by no later than The Commitment Fee Payment Date. The Commitment Fee is a non- refundable fee payable by the Purchaser to the Seller in respect of consideration for the Seller holding/reserving the Property for the Purchaser pending Transfer. The Parties record as follows in respect of the Commitment Fee:

2.2.6.1. The Purchaser shall simultaneously with payment of the Commitment Fee furnish to the Conveyancer an instruction in terms whereof the Conveyancer will be authorised to :

1.1.1.1.1. invest the Commitment Fee in terms of the provisions of Section 78 (2) (A) of the Attorneys Act 53 of 1979;

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1.1.1.1.2. make payment of the Commitment Fee, together with any interest accrued thereon, to the Seller in the event that transfer is not effected in accordance with the provisions of the Agreement for any reason whatsoever.

1.1.1.2. The Seller shall be entitled to retain the Commitment Fee the event that Transfer is not effected in accordance with the provisions of this Agreement, provided that such failure of Transfer is not occasioned by any negligent or wilful breach of this Agreement by the Seller.

2.2.6.2. Should Transfer be effected in accordance with the provisions of the Agreement, the Commitment Fee, together with interest accrued thereon, will be deducted from monies owing by the Purchaser to the Seller or Conveyancer as at the Date of Transfer.

2.2.7. “Commitment Fee Payment Date” means 24 (twenty four) hours from the fulfilment or waiver of the Condition Precedent contained in clause 4.1.1;

2.2.8. “Companies Act” means the Companies Act 71 of 2008, as amended;

2.2.9. "Competition Act" means the Competition Act, No 89 of 1998;

2.2.10. "Competition Authorities" means the commission established pursuant to Chapter 4, Part A of the Competition Act or the tribunal established pursuant to Chapter 4, Part B of the Competition Act or the appeal court established pursuant to Chapter 4, Part C of the Competition Act, as the case may be;

2.2.11. “Conditions Precedent” means the condition precedent set out in clause 4;

2.2.12. “Contracts" means, collectively, the agreements, if any, entered into by the Seller and/or its predecessors in title and third parties in respect of the Property including, but not limited to contracts in respect of cleaning, security, lift maintenance, garden maintenance, hygiene equipment, air conditioning, any management and administration agreements in respect of the Property and having full regard to the provisions of section 197 of the LRA;

2.2.13. "Conveyancer" means Mrs. Erasmus of Couzyns Incorporated, address: 1st Floor, Rosebank Corner, 191 Jan Smuts Avenue, Rosebank, telephone number (011) 788-0188, who shall attend to the Transfer of the Property in accordance with this Agreement;

2.2.14. “Conveyancers Trust Account" means:

Cheque Account:   InstitutionBranch:  Account no.:  Branch code. 

2.2.15. “Council” means any relevant town, municipal, local or other authority or body which has jurisdiction over the Property;

2.2.16. “Date of Signature" or “Signature Date” means, when this Agreement has been signed by each Party (whether or not in counterpart) the latest of the date on which this Agreement (or any counterpart) was signed by any Party;

2.2.17. "Date of Transfer" means the date of registration of transfer in respect of the Property into Std Disposal

the name of the Purchaser in accordance with the provisions of this Agreement and in terms of the relevant legislation and regulations and the practice and rules of the Deeds Office concerned, subject to the provisions of clause 4; (Conditions Precedent)

2.2.18. "Deeds Office” means the relevant office of the Registrar of Deeds;

2.2.19. “Disposal" means the disposal that is the subject matter of this agreement;

2.2.20. "Effective Date" means the first Business Day after the fulfilment or waiver (as the case may be) of the Conditions Precedent;

2.2.21. “Electrical Machine Regulations” means the Electrical Machinery Regulations, 2011 promulgated in terms of the Occupational Health and Safety Act No 85 of 1993;

2.2.22. “Employees” means employees of the Seller who are at the Date of Transfer employed in respect of the Enterprise and who will be transfer with the Enterprise in respect of the provisions of Section 197 of the Labour Relations Act; Purchaser

2.2.23. “Enterprise” means the letting enterprise conducted by the Seller in respect of the immovable Property as at the Date of transfer and which comprises of the immovable Property, the Buildings, the Fixed Assets, the Lease Agreements, movable Assets, the Contracts and specifically excludes the Liabilities of the Seller;

2.2.24. “Enterprise Assets” means all the assets owned by the Seller and used in or in connection with the Enterprise, including the Property, the Fixed Assets; the movable assets (excluding any movable assets belonging to a tenant of the Building or a financier of the tenant under a credit sale or similar agreement; and the Contracts);

2.2.25. “ “FICA” means the Financial Intelligence Centre Act 38 of 2001;

2.2.26. “Fixed Assets” means all/any fixed assets which are used in connection with or comprise part of the Enterprise as at the Date of Transfer, including all generators, access control systems (including any booms, if any), security systems (including cameras if any), air-conditioning units and garbage compaction units situated on the Property (other than those fixed assets which are in the possession and under the control of the tenants or specifically excluded from this Agreement in terms of Annexure hereto );

2.2.27. “Interim Period” means the period commencing on the Effective Date and terminating on the Date of Transfer;

2.2.28. “Lease Agreements” means the lease agreements in full force and effect on the Date of Transfer concluded between the Seller (or its predecessors in title) as landlord and the tenants of the Leased Premises;

2.2.29. “Leased Premises” means the various shops, showrooms, offices and other lettable areas in the Building, including parking areas;

2.2.30. “Longstop Date” means 180 (one hundred eighty) days from the date of signature;

2.2.31. “LRA” means the Labour Relations Act 66 of 1995 as amended from time to time;

2.2.32. "Ordinary Course of Business" means any transaction involving the Enterprise, in the

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ordinary course of business, as conducted by the Seller in accordance with past practice and undertaken by the Seller in good faith and which does not impair the value of the enterprise;

2.2.33. “Parties" means the Purchaser and the Seller, and the word "party" shall refer to either one of them as the context requires;

2.2.34. "Prime Interest Rate" means the rate of interest which the Standard Bank of South Africa from time to time quotes as being its prime rate (expressed as a nominal annual compounded monthly in arrear rate), calculated daily on the basis of a 365-day year factor, irrespective of whether or not the year is a leap year or not, as certified (save for manifest error) by any manager of such bank, whose appointment or authority need not be proved;

2.2.35. "Property” means the immovable property/each of the immovable properties owned by the Seller, and all improvements thereof, on which the Enterprises are conducted, which Properties are described and designated in the Schedule, and where more than one Property is so referred to and should the context so require, it shall constitute a reference to each of such properties, and “Property” refers to any one of them

2.2.36. “Provisional Site Valuation Roll” means a legal document which consists of property information of all rateable properties within the boundaries of the municipality in question;

2.2.37. “Purchase Price" means the purchase price payable for the Property as set out in clause 7 (Purchase Price)

2.2.38. “Purchase Price Adjustment Account” means the adjustment account pertaining to the Purchase Price as at the Date of Transfer to be prepared by the Conveyancer in terms of clause 7.26.3;

2.2.39. “Purchaser” means [PUTPROP LIMITED……………………………….], Registration number [1988/001085/06………………………] a [LISTED PROPERTY ENTITY……………] duly registered in accordance with the Company laws of the Republic of South Africa, having its principal registered office at [91 PROTEA ROAD CHISLEHURSTON SANDTON 2196………………………….];

2.2.40. “Schedule” means the schedule contained in Annexure 1

2.2.41. “Seller” means FirstRand Bank Limited (acting through its First National Bank Division) with registration number 1929/001225/06 in its capacity as Trustee for the Fountainhead Property Trust Scheme, a Collective Investment Scheme in property;

2.2.42. “Surviving Provisions” notwithstanding 4 (Conditions precedent), the provisions of clauses 2 (Interpretation and Preliminary); 21 (Domicilium citandi et executandi); 22 (Agent’s Commission); 24 (Breach); 26 (Arbitration); 27 (Loss or Destruction) ; 28 (General) and any other provisions of this Agreement which are expressed to continue in force after termination or which by necessary implication must continue after termination shall come into force and effect on the Date of Signature and shall bind the Parties. The remainder of this Agreement shall come into force and effect on the Effective Date;

2.2.43. “Transaction” means the purchase of the Property/Properties by the Purchaser from the Seller on the basis set out in this Agreement;

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2.2.44. “Transfer” means registration of transfer of the Property into the name of the Purchaser;

2.2.45. “Valuation Board Hearings” means the hearings conducted by a board consisting of municipal valuers to consider objections received in respect of the valuation roll;

2.2.46. “VAT" means value-added tax levied in terms of the VAT Act; and

2.2.47. "VAT Act" means the Value-added Tax Act 89 of 1991.

2.3. Any reference to -

2.3.1. the singular includes the plural and vice versa;

2.3.2. natural persons include juristic persons and vice versa;

2.3.3. any one sex or gender includes the other sexes or genders, as the case may be;

2.3.4. any statute, constitution, decree, treaty, regulation, directive, ordinance, by-law, order or any other enactment or legislative measure of government (including local or provincial government) statutory or regulatory body which has the force of law means the relevant enactment or legislative measure as at the signature date and as amended or re-enacted from time to time;

2.3.5. a party includes a reference to that party’s estate, successors in title and assigns allowed at law; and

2.3.6. "business day" means any day other than a Saturday, Sunday or South African public holiday;

2.3.7. "calendar month" means one of the 12 months of the year from the 1st to the last day of such month;

2.3.8. "day" means a calendar day;

2.3.9. "month" means a month calculated from a particular day in one month to the day before the day numerically corresponding to it in the following month;

2.3.10. "year" means a year calculated from a particular day in one year to the day before the day numerically corresponding to it in the following year;

2.4. whenever any number of days is prescribed, it excludes the first and includes the last day unless the last day falls on a Saturday, Sunday or South African public holiday in which case the last day will be the next succeeding business day.

2.5. the words “shall” and “will” and “must” used in the context of any obligation or restriction imposed on a party have the same meaning.

2.6. the clause headings in this agreement have been inserted for convenience only and shall not be taken into account in its interpretation.

2.7. Words and expressions defined in any sub-clause shall, for the purpose of the clause of which that sub-clause forms part, bear the meaning assigned to such words and expressions in that sub-clause.

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2.8. “law” shall mean any law (including common law or customary law) or statute, constitution, decree, judgement, ruling, treaty, regulation, rule, directive, by-law, order or any other legislative measure of any government, supranational, local government, statutory or regulatory body or court to which the parties, the property, the transaction or this agreement are subject.

2.9. if any provision in a definition is a substantive provision conferring rights or imposing obligations on any party, effect shall be given to that provision as if it were a substantive clause in the body of the agreement, notwithstanding that it is only contained in the interpretation clause.

2.10. “material” and “materially” shall mean, when used as an adjective in conjunction with an event, condition, circumstance, effect, or other item, that there is a substantial likelihood that a reasonable expert would attach importance to the event, condition, circumstance, effect or item in evaluating the party to which it relates and the transaction.

2.11. if any period is referred to in this agreement by way of a reference to a number of days or weeks or months or other intervals, the period shall be reckoned exclusively of the 1st day and inclusively of the last day of the relevant interval, unless the last day falls on a day which is not a business day, in which case the last day shall be the next succeeding business day.

2.12. 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 succeeding business day.

2.13. if any obligation or act is required to be performed on a particular day it shall be performed (unless otherwise stipulated) by 23h55 (local time at the place where the obligation or act is required to be performed) on that day.

2.14. this agreement shall be governed, interpreted and enforced in accordance with the laws of the Republic Of South Africa from time to time.

2.15. no provision of this agreement shall (unless otherwise stipulated) constitute a stipulation for the benefit of any person (stipulatio alteri) who is not a party to this agreement.

2.16. the rule of construction that this agreement shall be interpreted against the party responsible for the drafting of this agreement, shall not apply.

2.17. the terms defined in this agreement shall bear the same meanings in any annexures hereto.

3. Introduction

3.1. The Seller is the owner of the Property.

3.2. The Purchaser is willing to acquire the Property from the Seller and the Seller is willing to sell the Property to the Purchaser.

3.3. The Agreement between the Parties is recorded in this document.

4. Conditions precedentStd Disposal

4.1. This Agreement, save for the provisions of this clause and the Surviving Provisions which shall be of immediate effect, is subject to and conditional upon the fulfilment (or waiver, where appropriate) of the following conditions precedent namely:

4.1.1. by no later than 8 August 2014 the Purchaser shall furnish the Seller with written proof of finance approval in respect of the Purchase Price. Such finance approval shall be obtained from a bank or financial institute approved by the Seller and on terms and conditions reasonably acceptable to the Seller;

4.1.2. the Seller shall furnish the Purchaser with written notice of the securing of the approval of the Seller’s Board, to the conclusion and implementation of this Agreement within 14 (ten) days of the fulfilment of the Condition Precedent contained in clause 4.1.1 above;

4.1.3. the procurement of letters from First Rand Bank in its capacity as trustee of the Seller recording the approval of the execution and performance by the Purchaser of this Agreement and all transaction contemplated herein within 7(seven) days of the fulfilment or waiver of conditions precedent contained in clause 4.1.3 above, and

4.1.4. The Purchaser shall, within 5 (five) business days of fulfilment of the provision of clause 4.1.1 furnish to the Seller a

4.1.4.1. resolution confirming its authority to enter into this Transaction and

4.1.4.2. any such other resolutions as may be required under its memorandum of incorporation or any other constitutional document of the Purchaser

4.1.5. to the extent required, unconditional approval (or approval on conditions reasonably acceptable to the seller and the purchaser, provided that if the approval is given subject to conditions imposed on either of the seller or the purchaser, this condition shall be deemed to not have been fulfilled unless and until the party against which such conditions are imposed has given written notice to the other parties of its acceptance of such conditions within a period of 7 (seven) days immediately after receipt of such conditional approval from the Competition Authorities) of the Competition Authorities to the purchaser’s acquisition of the seller's ownership interest within 90 (ninety) days of the date of signature , provided that the period for fulfilment of this condition shall be automatically extended by up to 30 (thirty) days if a delay in obtaining the approval arises through no fault of the parties

4.2. The Parties may agree, jointly and in writing, to extend the dates by which a Condition Precedent is to be fulfilled or waived in accordance with this Agreement;

4.3. If the Conditions Precedent have not been fulfilled or waived (as the case may be) on or before the dates specified in clause 4.1. above or any extended period in terms of clause 3.2 above, then:-

4.3.1. this Agreement, other than the Surviving Provisions, shall be of no further force or effect; and

4.3.2. no Party shall have any claim against the other Party arising out of or in connection with this Agreement and the Surviving Provisions and to the extent that this Agreement can be partially implemented, the Parties shall be restored to their status quo ante.

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5. Due Diligence

5.1 The purchaser has conducted and has completed a due diligence investigation of the enterprise and hereby records its satisfaction with the outcome of the said due diligence investigation.

5.2 The purchaser accepts and agrees that the purchaser shall have no claims of any nature whatsoever against the seller in respect of any defects found or repairs required to be undertaken in respect of the property, the buildings and/or the enterprise as determined during the due diligence investigation.

6. The sale

Subject to the fulfilment of the provisions of clause 4 (Conditions Precedent) the Seller sells the Letting

Enterprise to the Purchaser (which purchases the Letting Enterprise from the Seller) as a going concern, as

one single indivisible transaction, with effect from the Registration Date for the Purchase Price on the terms

and conditions set out in this Agreement.

6.1. The parties agree that the Property is sold voetstoots (as is), given the specific nature of the Property and of any buildings thereon

6.1.1. The Seller shall not be required by the Purchaser to point out the beacons, pegs, boundaries or boundary marks of the Property to the Purchaser; and

6.1.2. Shall not be liable to the Purchaser if the extent of the Property is found to differ from that stated in the title deed.

6.1.3. Save for the Transaction Warranties and the Corporate Warranties, no warranties or representations are given or made, whether regarding the Property or the Letting Enterprise, or any other matter whatsoever, whether express, tacit or implied.

6.2. The Property is sold

6.2.1. Subject to the rights of the tenants in terms of the lease agreements with which the Purchaser declares itself to be fully acquainted

6.2.2. subject to all conditions, encumbrances, restrictions and servitudes mentioned or referred to in the current title deeds in respect of the property and to all such other conditions and servitudes which may exist in regard to the Property and Premises

7. The purchase price

The Purchase Price payable by the purchaser to the seller in consideration for the transaction i.e. the amount of R [………………………..] inclusive of VAT at the rate of 0% (zero percent)

7.1. As security for the payment of the Purchase Price, the Purchaser undertakes, within 21 (twenty one) days of request by the Conveyancer, provided such request is not made prior to the Effective Date,, to provide the Seller with an unconditional irrevocable guarantee, on conditions and from a Financial Institution acceptable to the Seller for the amount of the Purchase Price. The guarantee shall be expressed as payable at Johannesburg and upon written confirmation from the Conveyancer that all existing mortgage bonds over the Property have been cancelled(if any); Transfer has been effected; every mortgage bond (if any) required by the financier of the Purchaser has been registered; and shall not be conditional on the happening of any other event.

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7.2. Purchase Price Adjustment Account

7.2.1. Prior to Transfer, the Conveyancer shall prepare the Purchase Price Adjustment Account, The amounts reflected in the Purchase Price Adjustment Account shall be payable on the Date of Transfer via real time electronic funds transfer, in good time to enable the Conveyancer to pay out against the funds via electronic funds transfer on the same day. It is recorded that Transfer will not be effected until confirmation of payment of the purchase price adjustment amount and if necessary, until the funds referred to in this clause 7.3 have been cleared.

7.3. Payments and Interest

7.3.1. All payments to be effected by the Purchaser to the Seller in terms of this Agreement shall be made in South African currency, by way of electronic funds transfer into the Conveyancer’s Trust Account or the Seller’s banking account.

7.3.2. No Party shall have the right to defer, adjust or withhold any payment due to the other Party in terms of or arising out of this Agreement, or to obtain deferment of judgement of such amount of deferment of excussion of any such judgement by reason of any set-off or counter-claim of whatsoever nature or howsoever arising.

8. Delay in Transfer

8.1. Should transfer of the property not be effected by the longstop date, for any reason whatsoever, (save for non-fulfilment of the conditions precedents) the Seller may elect:

8.1.1. to cancel the agreement with immediate force and effect(subject to the provisions of clause 7.2);

8.1.2. proceed with the transaction (subject to the provisions of clause 7.4).

8.2. The Seller if electing to cancel shall, 5 (five) business days prior to the longstop date, furnish the Purchaser with written notice advising that the Seller has elected to cancel the agreement or proceed with the agreement on the basis set out in this clause 8.2 and the agreement will be cancelled as at the longstop date and shall be of no force or effect.

8.3. Should the Seller elect to proceed with the transaction

8.3.1. The Seller shall furnish the Purchaser (in the notice referred to in 8.2 above), with a revised longstop date (“revised longstop date”) (in terms of the notice referred to in 8.2 above).

8.3.2. The provisions of the agreement will apply in all respects to the revised longstop date period.

9. VAT/Liability for VAT

9.1. For the purposes of compliance with the provisions of the VAT Act and VAT Practice Note No.  57 issued on 31 March 2010, the Parties specifically record and agree that:

9.1.1. the acquisition of the Enterprise constitutes the acquisition of an income earning activity and will comprise an income earning activity on and after the Date of Transfer;

9.1.2. the Purchaser and the Seller are registered vendors for the purposes of VAT in terms of Std Disposal

the VAT Act;

9.1.3. the assets which are necessary for carrying on such Enterprise are disposed of to the Purchaser in terms of this Agreement;

9.1.4. the Property is substantially let in terms of the Lease Agreements; and

9.1.5. accordingly, VAT will be levied on the sale of the Enterprise, including the Property, at the rate of 0% (zero per cent) in terms of section 11(1) (e) of the VAT Act.

9.2. The Purchaser shall, on request, supply the Seller and the Conveyancer with a copy of the notice of registration as a vendor namely Form VAT 103.

9.3. Should VAT be payable for any reason by the Seller at the standard rate in respect of the disposal of the Enterprise, then the Purchase Price will be deemed to be exclusive of VAT and the Purchaser shall be obliged on written demand from the Seller and against issue of a VAT invoice to pay the amount of such VAT so payable together with any penalties and interest which may be levied, in addition to the Purchase Price, to the Seller on the Date of Transfer.

9.4. Should the South African Revenue Services (“SARS”) for any reason not deem the Transaction to be a VAT-able transaction; the Purchaser will be liable for payment of the transfer duty as determined by SARS.

10. Risk, Benefits and Delivery

10.1. With effect from the Date of Transfer:-

10.1.1. Ownership and possession of the Enterprise and occupation of the Property, subject to the Lease Agreements shall be given by the Seller and taken by the Purchaser;

10.1.2. The sole risk, loss or profit in and to the Enterprise shall pass to the Purchaser;

10.1.3. The Purchaser is entitled to all benefits under the Enterprise and liable for all obligations under the Enterprise; and

10.1.4. The Purchaser shall be liable for the Municipal Charges levied on the Property and Buildings and any other expenses, levies and charges relating to the Enterprise, including, but not limited to expenses and charges arising out of the Lease Agreement and the Contracts;

10.2. The Seller is entitled to all income and liable for all disbursements arising from the Enterprise until the Date of Transfer, including the collection of bad debts incurred before the Date of Transfer, whether collected before or after the Date of Transfer.

10.3. The Purchaser hereby indemnifies and holds the Seller harmless against any and all claims, losses, damages, actions, liabilities, expenses, including all legal fees and expenses (collectively, the “Claim/s”) which may be made against the Seller in respect of the Enterprise, the cause of action of which arose after the Date of Transfer. The Purchaser is obliged to make payment under this indemnity as soon as the Seller becomes obliged to make any payment in respect of any of the Claim/s in an amount equal to the amount paid by the Seller to settle the Claim/s. To the extent

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possible in the circumstances, the Seller will furnish the Purchaser with 7 (seven) days written notice of any amount due and payable by the Purchaser in terms of the provisions of this clause 14.3.

10.4. Delivery

10.4.1. Upon Transfer, the Purchaser shall be deemed to have obtained:-

10.4.1.1. cession and transfer of the Seller’s rights and claim in relation to or in connection with the Contracts

10.4.1.2. against any local and/or other competent authority or party; and

10.4.1.3. cession and transfer of all deposits paid and/or payable to the Seller or its predecessors in title in terms of the Lease Agreements, provided any deposit hasn’t been appropriated by the Seller in terms of the provisions of any case Agreement, together with any interest accrued thereon, if applicable, in accordance with the provisions of the relevant lease agreements and cession of any other security (including cessions, pledges, mortgages, guarantees and suretyships) held by it in terms of the lease agreements and the Seller shall forthwith:

10.4.1.3.1. account to the Purchaser relating to such deposits;

10.4.1.3.2. effect payment to and in favour of the Purchaser of the aggregate amount of such deposits in terms of the adjustment account;

10.4.1.3.3. effect delivery of the relevant security documentation.

10.4.2. If and to the extent that any right, claim or deposit contemplated in clause 10.4.1 is not capable of cession or transfer, as the case may be, the parties undertake to co-operate in such ways as may be necessary and/or incidental to carry into effect the intent and import of the cession, delegation and/or transfer contemplated in clause 10.4.1.

10.4.3. From the Date of Transfer, the Purchaser indemnifies the Seller in respect of all or any claims of whatsoever nature and howsoever arising as a result of its risk, ownership and occupation of the Property and the Enterprise.

11. Interim Period

11.1. Except as required to give effect in this Agreement, the Seller undertakes that during the Interim Period, it will conduct and manage the Enterprise in the Ordinary Course of Business.

11.2. Without limiting the generality of the provisions of clause above, the Seller undertakes to and in favour of the Purchaser that it will, during the Interim Period, (unless otherwise agreed in writing with the Purchaser):

11.2.1. not commit to or incur capital expenditure other than in the Ordinary Course of Business; and

11.2.2. not dispose of the Property.

11.3. The Seller shall, however, during the Interim Period be entitled, in conducting the Enterprise in the Ordinary Course of Business with the prior written consent of the Purchaser which consent shall not

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be unreasonably withheld or delayed, to negotiate lease agreements over any vacant area in the Building and/or to incur tenant installation costs and/or other expenditure in connection therewith as the Seller may reasonably determine and to make payment to the relevant agent of any lease commission payable in respect of the conclusion of any such lease agreement.

11.4. The Seller shall be entitled, in consultation with the Purchaser, to cancel any Lease Agreement and institute the necessary proceedings for inter alia specific performance or ejection where it is clear that same is in accordance with past practice and the Seller will suffer a loss if it does not proceed. Should any consent be unreasonably withheld or delayed or should the agreement subsequently lapse or terminate for any reason whatsoever, without prejudice to any of its other rights, to this Agreement or any other law, the Seller shall be entitled to institute proceedings against Purchaser for any loss, claim; damages experienced arising from Purchasers failure to consent.

11.5. The Seller shall remain and be entitled to recover for its own account, all rentals and other amounts payable in respect of the Enterprise for any period prior to Transfer. If any such arrear rentals or other unpaid amounts are paid to the Purchaser after Transfer, the Purchaser shall forthwith pay the amount thereof to the Seller.

11.6. The Seller and the Purchaser hereby specifically record and agree that the Purchaser shall not, during the Interim Period, be entitled to exercise any control over the affairs of the Seller.

11.7. The provisions of this clause 11 shall not apply should the Seller have commenced negotiations prior to the Effective Date and the seller shall not be required to obtain the Purchasers consent in this regard.

12. Transfer and costs

12.1. Transfer of the Property shall be given to and taken by the Purchaser, within a reasonable time after:

12.1.1. the Effective Date;

12.1.2. the Purchaser has provided the Seller with guarantees in terms of clause 7.1; and

12.1.3. the Purchaser has paid all of the costs of Transfer in terms of clause 13.2 below.

12.2. The Purchaser shall on written request from the Conveyancer:

12.2.1. pay all expenses of and incidental to Transfer, without being limited to, conveyancing fees (together with VAT payable on such fees) transfer duty and/or VAT, if any, payable in respect of the disposal as well as the cost of registration of any bonds that the Purchaser may require to be registered over the property.

12.3. The Seller shall undertake to effect payment of all municipal costs raised by the relevant authority as calculated by the Conveyancer within 5 days of request subject to the Seller not disputing any payment reflected on the certificate. The Purchaser and the Seller hereby undertake in favour of each other, within 7 (seven) days after being required by the Conveyancer to do so, to complete and/or sign all documents necessary to effect Transfer and to take all steps, pay all such amounts and do all things as are reasonable in the circumstances so as to place the Conveyancers in a

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position to effect Transfer without unnecessary delay or hindrance.

12.4. The Purchaser warrants that:-

12.4.1. its tax affairs are up to date; and

12.4.2. Transfer will not be delayed by reason of any tax, which is payable to SARS, being overdue for payment.

12.4.3. Transfer will not be delayed by reason of the Purchaser failing to effect payment of any costs or charges contemplated in 12.1.3

12.5. The Purchaser is liable for all municipal assessment rates and taxes, levies, sewerage charges and like items, electricity, water charges and municipal service charges (“Municipal Charges”) for any period on or after the Date of Transfer.

13. Contracts

13.1. As between the Seller and the Purchaser, from the Date of Transfer the Purchaser shall be entitled to the rights and be liable for the obligations of the Seller arising under or by virtue of the Contracts and the Purchaser hereby indemnifies and holds the Seller harmless against any claims of any nature whatsoever and howsoever arising in terms of or pursuant to the Contracts or their cancellation or termination, as the case may be, after the Date of Transfer.

13.2. The Parties undertake to use their reasonable endeavours to procure every necessary consent of the counterparties to the Contracts to the assignment of such Contracts to the Purchaser, with effect from the Date of Transfer.

13.3. Should any such counterparty fail or refuse to give its consent as aforesaid where such consent is a requirement for such assignment, the Seller will, at the request of the Purchaser, either:-

13.3.1. carry our all relevant obligations and enforce all relevant rights in its own name, but in accordance with such directions as may from time to time be given by the Purchaser and for the benefit of and at the sole risk and expense of the Purchaser, on the basis that the Purchaser will forthwith on demand reimburse the Seller any costs or disbursements reasonably incurred by the Seller in so doing;

13.3.2. appoint the Purchaser as the Seller’s sub-contractor on the basis that the Purchaser will indemnify and hold harmless the Seller against all and any claims which may be made against the Seller arising from any act or omission of the Purchaser in respect of such sub-contracted work. Any work so performed by the Purchaser shall be for the profit or loss of the Purchaser. Purchaser acknowledges it shall have no claim against Seller in its capacity as subcontractor.

13.4. The Purchaser hereby indemnifies and holds the Seller harmless against any claim of whatsoever nature arising out of, or in any way connected to, any of the Contracts, provided that such claim does not arise before the Date of Transfer.

14. Warranties and undertakings

14.1. The Seller hereby warrants to the Purchaser, as material warranties, that:-

14.1.1. the Seller is, as at the Signature Date, and will, until the Date of Transfer , be the registered Std Disposal

owner of the Property and will not have entered into any other agreement for the sale of the Property;

14.1.2. the Property will only be subject to the servitudes, restrictions and encumbrances referred to in the title deed thereof and which may apply by operation of law;

14.1.3. to the best of the Seller’s knowledge and belief

14.1.3.1. as at the Date of Transfer no agreements will have been entered into whereby any restrictive conditions or servitudes or other real rights attach to the property or in terms of which any person will be entitled to obtain any real rights to the property, except as set out in the title deeds;

14.1.3.2. the Property is not and, on the Date of Transfer, will not be subject to any leases or other rights of occupation of any person, save for as agreed by the Purchaser;

14.1.3.3. the Buildings will be duly insured up to the Date of Transfer against fire, flood, explosion, earthquake and similar hazards for the full replacement value thereof, as well as political riot; and

14.1.3.4. the Seller has no knowledge of any threatened or contemplated legal action in relation to the Property.

14.2. Save as provided for in 14.1 the Property, is sold "voetstoots" and Seller gives no warranties with regard thereto, whether express or implied. The Property is furthermore sold subject to such conditions as may be mentioned or referred to in the title deed and/or the relevant diagrams or general plans. The Seller shall not be responsible to point out any survey beacons or boundaries of any of the Property to Purchaser.

14.3. The Purchaser warrants that it has concluded a comprehensive, full and proper due diligence into the affairs of the enterprise and state of the Property and, has elected to proceed with the Transaction.

15. Municipal Credit

15.1. Should the Seller have objected to the valuations of the Property in respect of the Provisional Site Valuation Roll in terms of the valuation board hearings certain credit adjustments will be made to the rates and taxes account in respect of the Property. These credit adjustments might only reflect on the account after Transfer.

15.2. Should the adjustment referred to in 15.1 above materialize as indicated in the said clause, the Parties agree as follows:

15.2.1. the Seller is entitled to the full credit adjustment given by the valuations board on the Property for any period granted prior to the Date of Transfer.

15.2.2. should the Purchaser’s rates and taxes account be credited with such adjustment, the Purchaser hereby undertakes to immediately upon notification of the credit adjustment referred to in 15.1 above, reimburse the amount referred to in clause 15.2.1 above to the Seller.

15.2.3. the Purchaser shall give effect to clause 15.2.2 above despite any lapse of time from

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Transfer until when such credit may reflect on the rates and taxes account.

15.2.4. The Purchaser shall effect payment immediately upon receipt of thereof into its account together with any interest that may accrue thereon.

16. Adjustment Account

16.1. The Seller shall, within 60 (sixty) Business Days from Date of Transfer ("Delivery Date"), cause an Adjustment Account in respect of the Enterprise as at Transfer to be prepared and delivered to the Purchaser, which account shall finalise the apportionment between the Seller and Purchaser, regarding all expenses and income of the Enterprise, including among other things Municipal Charges.

16.2. The costs in respect of the preparation of the Adjustment Account shall be borne by the Seller.

16.3. After delivery of such account, the Seller shall within 14 (fourteen) business days of receipt of written request by the Purchaser, deliver to the Purchaser copies of every document used by the Seller in respect of the preparation of the Adjustment Account.

16.4. Payment of any monies due to any Party in terms of the Adjustment Account shall not constitute part of the Purchase Price and shall be effected separately from the payment of such Purchase Price.

16.5. The Adjustment Account shall reflect as:

16.5.1. payable by the Purchaser (together with any VAT payable) that proportion of any amount paid by the Seller in respect of the Property for any period after and including the Date of Transfer in respect of:

16.5.1.1. any Municipal Charges, including assessment rates and/or other taxes, levies, charges or imposts of any local, regional, provincial, national or other competent authority and charges in respect of sewerage and sanitation, effluent disposal and refuse removal;

16.5.1.2. an amount equal to the total of such amounts (if any) as are held on behalf of the Seller in respect of deposits for electricity and water charges and the like;

16.5.1.3. rentals paid by Tenants to the Purchaser for periods occurring prior to the Date of Transfer, it being agreed that all rentals shall first be applied to the oldest debt;

16.5.1.4. any amounts paid by the Seller in terms of the Contracts in respect of periods after the Date of Transfer; and

16.5.1.5. charges for electricity, gas and water; and

16.5.1.6. an amount equal to the aggregate of rental and other amounts, if any, unpaid and in arrears by the Tenants as at the Date of Transfer.

16.5.2. payable by the Seller (together with any VAT payable thereon) that proportion of any item referred to in clause 16.5.1 owing by the Seller at the Date of Transfer in respect of the Enterprise for any period before that date:

16.5.2.1. tenant deposits held by the Seller in terms of the Lease Agreements (less any Std Disposal

arrear or other amounts deducted or capable of deduction in terms of the Lease Agreements);

16.5.2.2. any rentals or other amounts paid by any Tenant in advance of the Date of Transfer for periods beyond that date after deduction of any amounts due, deducted or capable of deduction in terms of the Lease Agreement; and

16.5.2.3. liabilities in terms of the Contracts in respect of periods before the date of transfer which have not been paid at the Date of Transfer;

16.6. Within 14 (fourteen) days from the Delivery Date or such later date as may be agreed to between the Parties in writing, the representatives of the Purchaser and the Seller and their respective auditors (at the election of the respective parties) shall meet at the offices of the Seller (unless otherwise agreed between the Parties) to settle the Adjustment Account.

16.7. Any amount payable by any Party to another Party in terms of the Adjustment Account, shall be paid in cash within 7 (seven) days after the date on which the Adjustment Account is settled, or such later date as may be agreed to between the Parties in writing.

16.8. No amount shall be payable by the Seller to the Purchaser in accordance with the provisions of 16.7 until the Purchaser has provided the Seller with proof to the reasonable satisfaction of the Seller that the Purchaser has complied with its obligations in terms of 16.10.

16.9. If the Parties are unable to reach agreement regarding the calculation of the amount to be paid by either Party to the other in terms of the Adjustment Account, then either Party may by notice in writing to the other refer the dispute to an expert in terms of clause 25 (Expert Determination).

16.10.The Purchaser shall immediately after the Date of Transfer substitute all deposits and/or guarantees in respect of the Property paid or delivered by the Seller to the relevant local authority and/or Eskom and shall notify the Seller in writing immediately after such deposits and/or guarantees have been substituted.

16.11.The Purchaser undertakes that it will open the relevant utility accounts and all and/or any other account with the relevant authorities as may be required in terms of any statutory regulations, by-laws etc. Should any amounts be deducted from the Seller’s account post Transfer which relate to charges of whatever nature arising after date of transfer into the name of the Purchaser, in respect of such utilities, and as a result of the Purchaser’s failure to open the necessary account the Purchaser undertakes to make payment of such amounts, together with interest thereof, to the Seller within 7(seven) days of request by the Seller.

16.12.Should the Purchaser fail to open the account/s referred to in 16.11 above, subject to 16.12.3 below, the Purchaser acknowledges that the provisions of clause 16.12.3 will apply and undertakes to be bound thereto.

16.12.1. Within 2 (two) Business Days of Date of Transfer, the Purchaser will make application for opening of the account/s with the relevant authorities. The Purchaser shall submit proof of its application to the Seller within 3 (three) business days of the Date of Transfer;

16.12.2. The Purchaser will ensure that the application has been processed and the account opened within 7 days from Date of Transfer, subject to clause 16.2.3Should the Purchaser fail to open the account within 7 (seven) days of Transfer and should the Council be unable

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to refund to the Seller the prepaid clearances amounts post Transfer, the Purchaser acknowledges that:-

16.12.2.1. the Seller shall in its sole and absolute discretion be entitled, without notice to the Purchaser, to instruct the Council to disconnect the electricity, water, utilities etc. to the Property with immediate effect. The Purchaser indemnifies the Seller against all and/or any claims of whatsoever nature from any person or party, including consequent or inconsequent arising from the disconnection or termination of services by virtue of the Seller’s right in terms hereof

16.12.2.2. the Purchaser will also be liable to make payment to the Seller of interest on the Seller’s credit amount, in respect of amounts prepaid by the Seller for clearances post Transfer, charged as overdue interest from Transfer until the date that the account has been opened.

16.12.3. The provisions of clause 16.12.1 to 16.12.2 will not apply in circumstances where the Purchaser is unable to open the requisite account due to any delay occasioned by the Council, accordingly and for the sake of avoidance of doubt; any delay in opening the account must not arise due to any act or omission by the Purchaser. Notwithstanding the aforesaid, the provisions in this 16.12.3 in no way derogate from the Purchaser’s obligation to take all steps necessary to expedite opening the account.

16.12.4. Should delay in opening the account(s) be due to actions on the part of Council, the Purchaser shall within 24 (twenty four) hours of request by the Seller, furnish proof of steps taken to expedite the opening of the account. If the Seller reasonably believes that the Purchaser is not taking all necessary steps to open the account, the Seller may invoke the provisions of clause 16.12.2.

17. Certificates of compliance

17.1. Electrical Installation

17.1.1. The Parties hereby agree that the requirement of obtaining an Electrical Installation and Compliance Certificate as required by the Purchaser for Transfer purposes, that the cost of the certificate (including any and all remedial work associated herewith shall be borne by the Purchaser and Seller in equal portions. The Seller at his sole discretion may appoint the relevant contractor to obtain such compliance Certificate.

17.1.2. Gazette No.6847 on 18

17.2. Electric Fence System Compliance

17.2.1. The Seller shall, prior to transfer of any Property into the name of the Purchaser, furnish the Purchaser with an electric fence system certificate of compliance as contemplated in the Electrical Machinery Regulations, 2011 promulgated in terms of the Occupational Health and Safety Act, No 85 of 1993, in respect of the electric fence system on the Property.

17.3. Gas Compliance Certificates

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17.3.1. If the parties waive the requirement, if applicable for the Seller to deliver to the Purchaser a certificate of Conformity in terms of the Occupational Health and Safety Act, No 85 of 1993.

18. Insolvency Act notice

The Parties agree that this Transaction shall not be advertised as contemplated in section 34 of the Insolvency Act 24 of 1936.

19. Liabilities and Indemnities

19.1. Subject to the Warranties and written disclosures-

19.1.1. the Purchaser is deemed to be acquainted with the nature, condition, beacons, extent and locality of the Property, the Seller and its agent/s being entirely free from all liability in respect thereof; and

19.1.2. the Seller is not liable to the Purchaser, nor shall the Purchaser be liable to the Seller, if the extent of the immovable property is found to differ from that stated in the title deeds to the Property and the Seller shall not be required by the Purchaser to point out the beacons, pegs, boundaries or boundary marks of the Property to the Purchaser.

19.1.3. The Purchaser shall first seek to recover any loss suffered as a result of any breach of warranties and/or indemnities from insurance cover, which recovery shall be offset against its claim against the Seller; provided that any insurance payment received by the Purchaser shall, for the purposes of this 19.1.3, be reduced by the amount of any excess paid by the Purchaser in respect of the breach in question. In order to give effect to the foregoing, the Purchaser shall procure that, after the Date of Transfer, the Enterprise will remain insured by it on at least the same basis (or on terms no less favourable) as is currently insured by the Seller.

19.2. Despite anything to the contrary contained or implied elsewhere in this agreement, the Purchaser shall only be entitled to claim for damages from the Seller in respect of any action arising from a breach of any warranty or an indemnity in terms of this Agreement, where:

19.2.1. the Purchaser has given the Seller written notice in respect of such breach within a period of 12 (twelve) months reckoned from the Date of Signature, which written notice is to specify in reasonable detail the legal and factual basis of the claim and the evidence on which the Purchaser relies; and

19.2.2. the loss or damage suffered by the Purchaser in respect of any claims, as agreed by the Parties or determined, exceeds R100 000.00 (one hundred thousand rand) in the aggregate.

19.3. The Seller’s aggregate liability under this Agreement, regardless of form or cause of action, will not exceed an amount of 10% (ten percent) of the Purchase Price.

19.4. The Purchaser shall not under any circumstances be entitled to claim damages which relate to loss of profits, consequential and/or indirect damages (if any) suffered by the Purchaser.

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20. Employees

The Seller warrants that the Property does not include any employees of the Seller that would be transferred to the Purchaser in accordance with the provisions of section 197 of the LRA.

21. Domicilium citandi et executandi

The Parties choose as their domicilia citandi et executandi (place for notice) for all purposes under this Agreement, whether in respect of court process, notices or other documents or communications of whatsoever nature, the following addresses:

21.1. the Seller:

Attention Postal Address: Facsimile Number: ………………….Email Address:

21.2. the Purchaser: @ 91 Protea Road, Chislehurston, Sandton 2196

Postal Address 91 Protea Road Chislehurston, Sandton, 2196E Mail james@putprop.co.zaFacsimile No 011 8836139

21.3. Any notice or communication required or permitted to be given in terms of this Agreement shall be valid and effective only if in writing.

21.4. Either Party may by notice to the other Party change the physical or postal address or fax number chosen as its domicilium citandi et executandi to another physical or postal address or fax number in South Africa, provided that the change shall become effective on the 7th (seventh) Business Day from the deemed receipt of the notice by the other Party.

21.5. Any notice to a Party:

21.5.1. posted by prepaid registered post (by airmail if appropriate) in a correctly addressed envelope to it at an address chosen as its domicilium citandi et executandi to which post is delivered shall be deemed to have been received on the 7th (seventh) Business Day after the date of such posting;

21.5.2. delivered by hand to a responsible person during ordinary business hours at its domicilium citandi et executandi shall be deemed to have been received on the date of delivery; or

21.5.3. transmitted by facsimile to its chosen telefax number stipulated in clauses 21.1 and above  shall be deemed to have been received on the date of despatch;

sent by email to its chosen email address stipulated in clauses 21.1 and above shall be deemed to have been received on the date of despatch provided that if an e-mail is replied to by an automated out of office assistant, it shall be deemed to not have been delivered, the transmitter cannot rely on the notice having been received and will have to re-

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communicate such notice by an alternative means; unless the contrary is proved.

22. Agent’s commission

The Parties record that commission is payable to [……. ]being the effective cause of this transaction. The Purchaser shall be liable for the payment of commission and the Purchaser indemnifies the Seller against any claim by any other person alleging that it was the effective cause of the Transaction.

23. Consumer Protection Act

23.1. The Purchaser, who is a juristic person, warrants to the Seller that its asset value or annual turnover, at the date of signature and the date of transfer, shall equal or exceed the threshold determined by the Minister in terms of section 6 of the Consumer Protection Act No. 68 of 2008 (namely, R2,000,000.00 (two million rand)) and, as a consequence, the sale of the property to the Purchaser   in terms of this Agreement, is exempt from the provisions of the Consumer Protection Act (save for the provisions of section 60 and 61).

23.2. It is recorded that the aforesaid warranty is material to the Seller in entering into this Agreement.

23.3. The Purchaser undertakes, within 7 (seven) days of being requested to do so by the Seller, to furnish the Seller with its last audited financial accounts, and such other financial information in respect to the Purchaser, as the Seller may reasonably require, in order to confirm that the Purchaser’s asset value and/or turnover is as warranted in clause 21.1 above.

24. Breach

24.1. If the Purchaser fails to furnish guarantees as envisaged in clause , then the Seller shall be entitled but not obliged at its sole discretion and without prejudice to such further rights as the Seller may have against the Purchaser to immediately and without prior notice cancel this Agreement.

24.2. If any Party breaches any provision or term of this Agreement other than the provisions of clause ("the Defaulting Party") and fails to remedy such breach within 7 (seven) days of receipt of written notice requiring it to do so (or if it is not reasonably possible to remedy the breach within 7 (seven) days, within such further period of time as may be reasonable in the circumstances), then the Aggrieved Party shall be entitled, but not obliged, without any prejudice to such further rights which the Aggrieved Party may have against the Defaulting Party at common law or in terms of this Agreement, (including obtaining an interdict), to:

24.2.1. claim immediate specific performance by the Defaulting Party of its obligations in terms of this Agreement with or without claiming damages, whether or not such obligation has fallen due for performance and to require the Defaulting Party to provide security to the satisfaction of the aggrieved party for the Defaulting Party’s obligations; or

24.2.2. subject to any applicable law, cancel this Agreement, with or without claiming damages, in which case, written notice of the cancellation shall be given to the Defaulting Party, and the cancellation shall take effect on the giving of the notice. If the aggrieved party is the Seller, the Seller shall be entitled to retain the Commitment Fee.

24.3. Should either Party instruct an attorney to take action against the other Party arising from any breach of the obligations in terms of this Agreement, the Defaulting Party shall be liable for and shall pay all

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such attorney’s fees, including collection charges, as between attorney and own client, 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.

24.4. The Aggrieved Party’s remedies in terms of this clause 240 are without prejudice to any other remedies to which the aggrieved party may be entitled in law.

25. Expert Determination

25.1. Either Party may request, by notice in writing to the other party, the determination any dispute or other matter in this Agreement which is required to be determined by an expert.

25.2. The Parties shall, within 5 (five) Business Days of a notice given in terms of 25.11, each nominate 3 (three) suitably qualified experts. A suitably qualified expert will be -

25.2.1. where express provision has been made in this Agreement, such expert; or

25.2.2. if no express provision has been made in this Agreement then -

25.2.2.1. if the disputed matter is primarily an accounting matter, any senior chartered accountant of at least 20 (twenty) years standing nominated by the President of the South African Institute of Chartered Accountants;

25.2.2.2. if the disputed matter is primarily a legal matter, any senior counsel of at least 10 (ten) years standing nominated by the Chair of the General Council of the Bar of South Africa; and

25.2.2.3. if the disputed matter is primarily a property matter, such expert of at least 20 (twenty) years standing, as appointed by the President of the South African Institute of Valuers; and

25.2.2.4. if the Parties are unable to agree whether the disputed matter is primarily an accounting, legal or property related matter, it shall be deemed to be primarily a legal matter;

25.3. If one of the experts nominated by the Parties is the same, such expert shall be appointed by the Parties. If more than one expert nominated by the Parties is the same the expert that is first available to determine the dispute shall be appointed. If none of the experts nominated by the Parties are the same, the Parties shall mutually agree to nominate one of the experts nominated by either Party after interviewing the nominated experts of the other Party, and, failing agreement the expert shall be nominated by the then Chairperson or President of the appropriate association or body governing that particular discipline or field of expertise. In the event that the Parties cannot agree on the appropriate association, institute or governing body for that particular discipline or field of expertise, the matter shall be referred to the then President of the Johannesburg Bar Council to determine which is the appropriate association, institute or governing body to determine the dispute.

25.4. The expert shall act as an expert and not as an arbitrator or a quasi arbitrator.

25.5. The Parties will be entitled to make representations to and to appear before the expert who will be obliged to consider such representations and to permit such appearances, subject to such reasonable time and other limits as the expert may prescribe. The expert shall have regard to any such representations but shall not necessarily be bound by them.

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25.6. The hearing shall be held at Johannesburg.

25.7. The hearing shall be held in accordance with the formalities and procedures settled by the expert, which shall be in an informal and summary manner.

25.8. The expert shall be entitled to: -

25.8.1. for the purpose of his determination, have such access as he may reasonably require to the books, records and documents of the Parties;

25.8.2. call upon any professional advisers of the Parties or any of their predecessors, for such documents and information as the expert may reasonably require for the purposes of his determination and the Parties shall give or, so far as they are able, procure that appropriate authority is given to those advisers to make the disclosures required of them and that they, as far as they are able, give the expert all such facilities and information as the expert may reasonably require for the purposes of his determination;

25.8.3. consult third parties and take account of their determinations, assessments, opinions, valuations and the like, but not necessarily be bound by them;

25.8.4. investigate or cause to be investigated any matter, fact or thing which he considers necessary or desirable in connection with any matter referred to him for decision;

25.8.5. decide the matters submitted to him according to what he considers just and equitable in all the circumstances, having regard to the purpose of this agreement; and

25.8.6. make such award, including an award for specific performance, an interdict, damages or a penalty or to costs as he in his discretion may deem fit and appropriate.

25.9. The expert’s determination shall be completed as quickly as possible after it is demanded, with a view to it being completed within thirty days after it has been so demanded and the decision of the expert shall be final and binding on the Parties, and shall not be subject to an appeal or review, except in the case of a manifest or material error on the part of the expert.

25.10.This clause is severable from the rest of the Agreement and shall therefore remain in effect even if this Agreement is terminated.

25.11.This clause shall not preclude any Party from obtaining interim relief on an urgent basis from a court of competent jurisdiction pending the decision of the expert.

25.12.The Parties hereby consent to the non-exclusive jurisdiction of the High Court of South Africa in respect of the proceedings in this clause 21 and the above court shall have jurisdiction to enforce any award made by an expert under this clause 21.

26. Arbitration

26.1. Either Party may elect to institute action in any division of the High Court of South Africa having jurisdiction or by arbitration, in accordance with this clause 262

26.2. Such arbitration shall be held informally and confidentially, subject to the provisions of this clause, at Sandton, in accordance of such rules as to procedure set out in accordance with the provisions of the Rules of AFSA or if AFSA has ceased to exist, the Arbitration Act No 42 of 1965, as amended, it

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being the intention that, if possible, the arbitration shall be held and concluded within 30 (thirty) days after it has been demanded.

26.3. The arbitrator shall be, if the question in issue is –

26.3.1. primarily an accounting matter, a practising chartered accountant of not less than 15 (fifteen) years’ standing, as agreed upon between the parties;

26.3.2. primarily a legal matter, a practising senior counsel of not less than 15 (fifteen) years’ standing, as agreed upon between the parties; or

26.3.3. any other matter, an independent and suitably qualified person, as agreed upon between the parties.

26.4. If the Parties cannot agree upon –

26.4.1. whether any dispute is, for purpose of 26.3 an accounting matter, a legal matter or any other matter within (fourteen) days after the arbitration has been demanded, then such matter shall be deemed to be a legal matter falling to be dealt with in terms of 26.3.2; or

26.4.2. the appointment of arbitrator, then such appointment shall on demand from either of the Parties be finally decided upon and determined by either the Secretariat for the time being of AFSA or, if the matter is decided in terms of the Arbitration Act, No 42 of 1965, by the President for the time being of the Law Society of the Northern Provinces or its successor/s within 14 (fourteen) days after the arbitration has been demanded.

26.5. This clause shall be severable from the remaining provisions of this Agreement and shall continue to be of application notwithstanding the termination or purported cancellation of this agreement at any stage in whatever fashion.

26.6. The provisions of this clause shall not preclude any party from access to an appropriate court of law for –

26.6.1. interim relief in the form an interdict, mandamus or order for specific performance pending the outcome of an arbitration in terms hereof or in respect of such arbitration;

26.6.2. for an order of ejectment or spoliation;

26.6.3. any form of relief on the basis of facts which are not disputed provided that if a bona fide dispute arises in the course of the proceedings the same shall be stayed pending an arbitration on the dispute in terms hereof; or

26.6.4. an order for the payment of a liquidated amount in money.

27. Loss or Destruction

27.1. If, at any time prior to the Date of Transfer, the Building or any portion thereof is destroyed or damaged to such an extent that it becomes substantially tenantable (as defined in 27.2) , then the Purchaser is entitled by written notice given to the Seller within 15 (fifteen) Business Days after receiving written notice from the Seller of the occurrence of such event or determination as provided for in  27.2, whichever date is the later, either to –

27.1.1. resale from this Agreement, in which event –Std Disposal

27.1.1.1. the Agreement shall terminate with retrospective effect as if same had never been entered into and the provisions of clause 4.3 shall apply hereto mutatis mutandis;

27.1.1.2. neither Party shall have any further rights against the other arising out of or in connection with this Agreement; or

27.1.2. enforce the provisions of this Agreement and to claim from the Seller, which is obliged to pay to the Purchaser against payment of the Purchase Price, on the Date of Transfer, free of any deductions or set-off, the proceeds of all insurance policies received in respect of the damaged building, or if such proceeds have not yet been received by the Seller at the Date of Transfer, the Seller shall procure the cession of such claims to the Purchaser and undertakes to sign all documentation required in this regard, the cession of such claims being without recourse to the Seller save in respect of wilful misconduct or gross negligence on the part of the Seller which results in all or any part of such claims not being honoured by the insurer concerned.

27.2. For purposes of 27.1 “substantially tenantable” shall mean if the Building is damaged or destroyed to the extent that beneficial occupation thereof is not possible. If there is any dispute as to whether the building has been rendered substantially untenantable, then the decision of an architect agreed upon by the parties, acting as an expert and not as an arbitrator or quasi arbitrator, shall be final and binding upon the Parties and carried into effect by them. If the Parties are unable to agree upon an architect to determine the dispute, then any party shall be entitled to request the Chairman for the time being of the South African Council of Architects to appoint an architect to determine the dispute acting as an expert in accordance with the provisions of which shall apply hereto, mutatis mutandis, and whose appointment and decision in respect of the dispute in question shall be final and binding upon the Parties and carried into effect by them.

28. General

28.1. Resolutions

The persons signing this agreement on behalf of the Parties warrant that they are authorised to sign on behalf of their principals.

28.2. Applicable Law and Jurisdiction

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

28.2.2. Subject to clause 262, the Parties hereby consent to the non-exclusive jurisdiction of the North Gauteng High Court for the purpose of all or any proceedings hereunder.

28.3. Confidentiality in Respect of Transaction

28.3.1. The Parties acknowledge and agree that the subject matter of this Agreement is confidential to them. The Parties accordingly accept responsibility for ensuring that the confidentiality of this Agreement shall be maintained by them and their respective employees, agents and representatives at all times.

28.3.2. Notwithstanding 26.3.1, a Party shall be entitled to make a disclosure –

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28.3.2.1. to the financiers of the Property;

28.3.2.2. required by law or any governmental or other regulatory authority provided that the disclosing party (“Disclosing Party”) gives written notice to the other Party of its intention to make disclosure not less than 5 (five) Business Days prior to disclosure and the non-disclosing party (“Objecting Party”) may take whatsoever steps appropriate and legal to protect confidentiality and the Disclosing Party undertakes to give all reasonable assistance required by an Objecting Party.

28.3.2.3. in a public announcement, provided that prior to the publication of the announcement the content of the announcement and its method of communication is approved of in writing by both parties acting reasonably.

28.4. Relaxation

No latitude, extension of time or other indulgence which may be given or allowed by any Party to any other Party in respect of the performance of any obligation hereunder or enforcement of any right arising from this Agreement and no single or partial exercise of any right by any Party shall under any circumstances be construed to be an implied consent by such Party or operate as a waiver or a novation of, or otherwise affect any of that Party’s rights in terms of or arising from this Agreement or estop such Party from enforcing, at any time and without notice, strict and punctual compliance with each and every provision or term hereof.

28.5. Prior Agreements

This Agreement supersedes all prior agreements, understandings and arrangements existing between the Parties relating to the subject matter hereof.

28.6. Independent Advice

28.6.1. Each of the Parties acknowledges that –

28.6.1.1. it has been free to secure independent legal advice as to the nature and effect of all of the provisions of the Agreement and that it has either taken such independent legal advice or dispensed with the necessity of doing so;

28.6.1.2. all of the provisions of the agreement and the restrictions herein contained are fair and reasonable in all the circumstances and are part of the overall intention of the parties in connection with this Agreement.

28.7. Whole agreement, no amendment

28.7.1. No amendment or consensual cancellation of this Agreement or any provision or term of this Agreement or of any agreement, bill of exchange or other document issued or executed pursuant to or in terms of this agreement and no settlement of any disputes arising under this agreement and no extension of time, waiver or relaxation or suspension of or agreement not to enforce or to suspend or postpone the enforcement of any of the provisions or terms of this agreement or of any agreement, bill of exchange or other document issued pursuant to or in terms of this agreement shall be binding unless recorded in a written document signed by the parties. Any such extension, waiver or

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relaxation or suspension which is so given or made shall be strictly construed as relating strictly to the matter in respect whereof it was made or given.

28.7.2. No extension of time or waiver or relaxation of any of the provisions or terms of this Agreement or any agreement, bill of exchange or other document issued or executed pursuant to or in terms of this agreement, shall operate as an estoppel against any Party in respect of its rights under this agreement, nor shall it operate so as to prevent such Party thereafter from exercising its rights strictly in accordance with this Agreement.

28.7.3. To the extent permissible by law no Party shall be bound by any express or implied term, representation, warranty, promise or the like not recorded herein, whether it induced the Agreement and/or whether it was negligent or not.

28.8. Overdue interest

Any amount falling due for payment by either Party to the other in terms of or pursuant to this Agreement and not paid on due date, including any amount which may be payable as damages, shall bear interest at the Prime Interest Rate plus 2% (two percent), compounded monthly in arrear, calculated from the due date for payment thereof or, in the case of any amount payable by way of damages, with effect on and as from the date upon which those damages are sustained to date of payment (both days inclusive).

28.9. Severability

If any of the provisions of this Agreement are held to be invalid, the validity of the remainder of this Agreement shall not be affected and the rights and obligations of the parties shall be construed and enforced as if this agreement did not contain the invalid term, and to this end, the provisions of this agreement and the application of the provisions of this agreement are declared to be severable.

28.10.Costs

Each Party shall bear their own legal costs of drafting and negotiating this Agreement.

28.11.Support

The Parties undertake at all times to do all such things, perform all such actions and take all such steps and to procure the doing of such things, the performance of all such actions and the taking of all such steps as may be open to them and necessary for or incidental to the putting into effect or maintenance of the terms, conditions and/or import of this Agreement.

28.12.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.

28.13.Execution in counterparts

This Agreement may be entered into in any number of counterparts, each of which when executed

and delivered shall be an original, but all the counterparts shall together constitute one and the

same instrument.

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28.14.Offer

This Agreement, once signed by the first party (“the Offeror”), shall constitute an irrevocable offer to the other party (“the Offeree”) upon the terms and conditions of this Agreement and if such offer is not accepted by the Offeree by means of the Offeree signing this Agreement and returning same to the Offeror by noon on ………….., then this offer shall be deemed to be withdrawn and no further rights or obligations shall exist between the Parties.

THUS DONE and SIGNED at ........................on this ............. day of ………………………… 2014 in the presence of the undersigned witnesses.

AS WITNESSES: for and on behalf of

1...................................................

2. ................................................... ------------------------------------------------------Duly authorised

Seller

THUS DONE and SIGNED at ........................on this ............. day of ………………………… 2014 in the presence of the undersigned witnesses.

AS WITNESSES: for and on behalf of

1. ..................................................

2. ................................................... ------------------------------------------------------Duly authorised

Purchaser

ANNEXURE 1

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