Common use of Transfer Clause in Contracts

Transfer. 11.1 Transfer shall not be passed to the Purchaser, notwithstanding anything to the contrary herein contained, until such time as the total Purchase Price and all other amounts for which the Purchaser may be liable in terms hereto, have been paid and/or payment thereof has been secured as herein provided. 11.2 Transfer of the Property shall be passed by the Seller‘s attorneys as soon as possible after date of acceptance, providing the Purchaser has complied with the provisions of the aforementioned sub- clause. 11.3 The Purchaser hereby specifically authorises and agrees to the attorneys mentioned in Schedule “1”, to prepare and complete, from information provided by the Purchaser herein, a transfer duty form required by the SARS for the clearance of the Property for transfer; and specifically authorises and agrees to the said attorneys on behalf of the Purchaser signing and submitting such form to SARS for which preparation, completion, signature and submission this Agreement shall be sufficient authority. 11.4 Transfer of the Property shall be effected by the attorneys mentioned in Schedule “1” and all expenses of and incidental to the preparation and registration of transfer, the conveyancing fees, disbursements and VAT (if applicable), in respect of such transfer, shall be borne by the Purchaser including all expenses and legal costs incidental to the preparation and registration of any mortgage bond to finance institution approving the finance. 11.5 In the event of the Purchaser failing to comply within 7 (seven) days of being requested by the said Attorneys, to furnish them with signed documents or documentation of whatever nature necessary for effecting transfer, or where applicable to ensure that the mortgage bond documentation or ancillary documentation is satisfactorily completed (and the widest possible interpretation shall be used in respect of the terms hereof), then ipso facto on the 8th (eighth) day after such request, the Purchaser shall pay to the Seller penalty interest, at the rate of 2% (two percentum) above prime, calculated from the said 8th (eighth) day until the date of transfer, (both days inclusive). 11.6 The Purchaser acknowledges and accordingly undertakes to comply with all the FICA requirements as set out in Schedule "7" annexed hereto within 7 (seven) days from date of acceptance of this Agreement by the Seller and to supply the attorneys all information and documentation required by the attorneys to enable the attorneys to fulfil their obligations in terms of FICA.

Transfer. 11.1 Transfer This Agreement and all of the Purchaser’s rights and obligations hereunder (including the Purchaser’s obligation to purchase the Forward Purchase Units) may be transferred or assigned, at any time and from time to time, in whole or in part, to one or more affiliates of the Purchaser (each such transferee, a “Transferee”). Upon any such assignment: (i) the applicable Transferee shall not execute a signature page to this Agreement, substantially in the form of the Purchaser’s signature page hereto (the “Joinder Agreement”), which shall reflect the number of Forward Purchase Units to be passed purchased by such Transferee (the “Transferee Securities”), and, upon such execution, such Transferee shall have all the same rights and obligations of the Purchaser hereunder with respect to the PurchaserTransferee Securities, notwithstanding anything and references herein to the contrary herein contained“Purchaser” shall be deemed to refer to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided, until such time as the total Purchase Price that any representations, warranties, covenants and all other amounts for which agreements of the Purchaser may be liable in terms hereto, have been paid and/or payment thereof has been secured as herein provided. 11.2 Transfer of the Property and any such Transferee shall be passed by the Seller‘s attorneys several and not joint and shall be made as soon as possible after date of acceptance, providing to the Purchaser has complied with or any such Transferee, as applicable, as to itself only; and (ii) upon a Transferee’s execution and delivery of a Joinder Agreement, the provisions number of the aforementioned sub- clause. 11.3 The Purchaser hereby specifically authorises and agrees Forward Purchase Units to the attorneys mentioned in Schedule “1”, to prepare and complete, from information provided be purchased by the Purchaser herein, a transfer duty form required hereunder shall be reduced by the SARS for total number of Forward Purchase Units to be purchased by the clearance of the Property for transfer; and specifically authorises and agrees applicable Transferee pursuant to the said attorneys applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser and the Company amending Schedule A to this Agreement to reflect each transfer and updating the “Number of Forward Purchase Units” and “Aggregate Purchase Price for Forward Purchase Units” on behalf the Purchaser’s signature page hereto to reflect such reduced number of Forward Purchase Units, and the Purchaser shall be fully and unconditionally released from its obligation to purchase such Transferee Securities hereunder. For the avoidance of doubt, this Agreement need not be amended and restated in its entirety, but only Schedule A and the Purchaser’s signature page hereto need be so amended and updated and executed by each of the Purchaser signing and submitting such form to SARS for which preparation, completion, signature and submission this Agreement shall be sufficient authority. 11.4 Transfer of the Property shall be effected by Company upon the attorneys mentioned in Schedule “1” and all expenses of and incidental to the preparation and registration of transfer, the conveyancing fees, disbursements and VAT (if applicable), in respect of such transfer, shall be borne by the Purchaser including all expenses and legal costs incidental to the preparation and registration occurrence of any mortgage bond to finance institution approving the financesuch transfer of Transferee Securities. 11.5 In the event of the Purchaser failing to comply within 7 (seven) days of being requested by the said Attorneys, to furnish them with signed documents or documentation of whatever nature necessary for effecting transfer, or where applicable to ensure that the mortgage bond documentation or ancillary documentation is satisfactorily completed (and the widest possible interpretation shall be used in respect of the terms hereof), then ipso facto on the 8th (eighth) day after such request, the Purchaser shall pay to the Seller penalty interest, at the rate of 2% (two percentum) above prime, calculated from the said 8th (eighth) day until the date of transfer, (both days inclusive). 11.6 The Purchaser acknowledges and accordingly undertakes to comply with all the FICA requirements as set out in Schedule "7" annexed hereto within 7 (seven) days from date of acceptance of this Agreement by the Seller and to supply the attorneys all information and documentation required by the attorneys to enable the attorneys to fulfil their obligations in terms of FICA.

Transfer. 11.1 Transfer shall not This Agreement and all of the Purchaser’s rights and obligations hereunder (including the Purchaser’s obligation to purchase the Forward Purchase Units) may be passed transferred or assigned, at any time and from time to time, in whole or in part, to one or more third parties (each such transferee, a “Transferee”), subject to the prior written consent of the Company (not to be unreasonably denied, withheld or delayed). Upon any such assignment: (a) the applicable Transferee shall execute a signature page to this Agreement, substantially in the form of the Purchaser’s signature page hereto (the “Joinder Agreement”), notwithstanding anything which shall reflect the number of Forward Purchase Shares and Forward Purchase Warrants to be purchased by such Transferee (the “Transferee Securities”), and, upon such execution, such Transferee shall have all the same rights and obligations of the Purchaser hereunder with respect to the contrary Transferee Securities, and references herein containedto the “Purchaser” shall be deemed to refer to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided, until such time as the total Purchase Price that any representations, warranties, covenants and all other amounts for which agreements of the Purchaser may be liable in terms hereto, have been paid and/or payment thereof has been secured as herein provided. 11.2 Transfer of the Property and any such Transferee shall be passed by the Seller‘s attorneys several and not joint and shall be made as soon as possible after date of acceptance, providing to the Purchaser has complied with or any such Transferee, as applicable, as to itself only; and (b) upon a Transferee’s execution and delivery of a Joinder Agreement, the provisions number of the aforementioned sub- clause. 11.3 The Purchaser hereby specifically authorises Forward Purchase Shares and agrees Forward Purchase Warrants to the attorneys mentioned in Schedule “1”, to prepare and complete, from information provided be purchased by the Purchaser herein, a transfer duty form required hereunder shall be reduced by the SARS for total number of Forward Purchase Shares and Forward Purchase Warrants to be purchased by the clearance of the Property for transfer; and specifically authorises and agrees applicable Transferee pursuant to the said attorneys applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser and the Company amending the “Number of Forward Purchase Shares”, “Number of Forward Purchase Warrants”, and “Aggregate Purchase Price for Forward Purchase Units” on behalf the Purchaser’s signature page hereto to reflect such reduced number of Forward Purchase Units, and the Purchaser shall be fully and unconditionally released from its obligation to purchase such Transferee Securities hereunder. For the avoidance of doubt, this Agreement need not be amended and restated in its entirety, but only the Purchaser’s signature page hereto need be so amended and updated and executed by each of the Purchaser signing and submitting such form to SARS for which preparation, completion, signature and submission this Agreement shall be sufficient authority. 11.4 Transfer of the Property shall be effected by Company upon the attorneys mentioned in Schedule “1” and all expenses of and incidental to the preparation and registration of transfer, the conveyancing fees, disbursements and VAT (if applicable), in respect of such transfer, shall be borne by the Purchaser including all expenses and legal costs incidental to the preparation and registration occurrence of any mortgage bond to finance institution approving the financesuch transfer of Transferee Securities. 11.5 In the event of the Purchaser failing to comply within 7 (seven) days of being requested by the said Attorneys, to furnish them with signed documents or documentation of whatever nature necessary for effecting transfer, or where applicable to ensure that the mortgage bond documentation or ancillary documentation is satisfactorily completed (and the widest possible interpretation shall be used in respect of the terms hereof), then ipso facto on the 8th (eighth) day after such request, the Purchaser shall pay to the Seller penalty interest, at the rate of 2% (two percentum) above prime, calculated from the said 8th (eighth) day until the date of transfer, (both days inclusive). 11.6 The Purchaser acknowledges and accordingly undertakes to comply with all the FICA requirements as set out in Schedule "7" annexed hereto within 7 (seven) days from date of acceptance of this Agreement by the Seller and to supply the attorneys all information and documentation required by the attorneys to enable the attorneys to fulfil their obligations in terms of FICA.

Transfer. 11.1 Transfer This Agreement and all of the Purchaser’s rights and obligations hereunder (including the Purchaser’s obligation to purchase the Forward Purchase Shares) may be transferred or assigned, at any time and from time to time, in whole or in part, to one or more affiliates of the Purchaser (each such transferee, a “Transferee”). Upon any such assignment: (i) the applicable Transferee shall not execute a signature page to this Agreement, substantially in the form of the Purchaser’s signature page hereto (the “Joinder Agreement”), which shall reflect the number of Forward Purchase Shares to be passed purchased by such Transferee (the “Transferee Securities”), and, upon such execution, such Transferee shall have all the same rights and obligations of the Purchaser hereunder with respect to the PurchaserTransferee Securities, notwithstanding anything and references herein to the contrary herein contained“Purchaser” shall be deemed to refer to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided, until such time as the total Purchase Price that any representations, warranties, covenants and all other amounts for which agreements of the Purchaser may be liable in terms hereto, have been paid and/or payment thereof has been secured as herein provided. 11.2 Transfer of the Property and any such Transferee shall be passed by the Seller‘s attorneys several and not joint and shall be made as soon as possible after date of acceptance, providing to the Purchaser has complied with or any such Transferee, as applicable, as to itself only; and (ii) upon a Transferee’s execution and delivery of a Joinder Agreement, the provisions number of the aforementioned sub- clause. 11.3 The Purchaser hereby specifically authorises and agrees Forward Purchase Shares to the attorneys mentioned in Schedule “1”, to prepare and complete, from information provided be purchased by the Purchaser herein, a transfer duty form required hereunder shall be reduced by the SARS for total number of Forward Purchase Shares to be purchased by the clearance of the Property for transfer; and specifically authorises and agrees applicable Transferee pursuant to the said attorneys applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser and the Company amending Schedule A to this Agreement to reflect each transfer and updating the “Number of Forward Purchase Shares” and “Aggregate Purchase Price for Forward Purchase Shares” on behalf the Purchaser’s signature page hereto to reflect such reduced number of Forward Purchase Shares, and the Purchaser shall be fully and unconditionally released from its obligation to purchase such Transferee Securities hereunder. For the avoidance of doubt, this Agreement need not be amended and restated in its entirety, but only Schedule A and the Purchaser’s signature page hereto need be so amended and updated and executed by each of the Purchaser signing and submitting such form to SARS for which preparation, completion, signature and submission this Agreement shall be sufficient authority. 11.4 Transfer of the Property shall be effected by Company upon the attorneys mentioned in Schedule “1” and all expenses of and incidental to the preparation and registration of transfer, the conveyancing fees, disbursements and VAT (if applicable), in respect of such transfer, shall be borne by the Purchaser including all expenses and legal costs incidental to the preparation and registration occurrence of any mortgage bond to finance institution approving the financesuch transfer of Transferee Securities. 11.5 In the event of the Purchaser failing to comply within 7 (seven) days of being requested by the said Attorneys, to furnish them with signed documents or documentation of whatever nature necessary for effecting transfer, or where applicable to ensure that the mortgage bond documentation or ancillary documentation is satisfactorily completed (and the widest possible interpretation shall be used in respect of the terms hereof), then ipso facto on the 8th (eighth) day after such request, the Purchaser shall pay to the Seller penalty interest, at the rate of 2% (two percentum) above prime, calculated from the said 8th (eighth) day until the date of transfer, (both days inclusive). 11.6 The Purchaser acknowledges and accordingly undertakes to comply with all the FICA requirements as set out in Schedule "7" annexed hereto within 7 (seven) days from date of acceptance of this Agreement by the Seller and to supply the attorneys all information and documentation required by the attorneys to enable the attorneys to fulfil their obligations in terms of FICA.

Transfer. 11.1 Transfer This Agreement and all of the Purchaser’s rights and obligations hereunder (including the Purchaser’s obligation to purchase the Forward Purchase Shares) may be transferred or assigned, at any time and from time to time, in whole or in part, to one or more third parties (each such transferee, a “Transferee”). Upon any such assignment: (i) the applicable Transferee shall not execute a signature page to this Agreement, substantially in the form of the Purchaser’s signature page hereto (the “Joinder Agreement”), which shall reflect the number of Forward Purchase Shares to be passed purchased by such Transferee (the “Transferee Securities”), and, upon such execution, such Transferee shall have all the same rights and obligations of the Purchaser hereunder with respect to the PurchaserTransferee Securities, notwithstanding anything and references herein to the contrary herein contained“Purchaser” shall be deemed to refer to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided, until such time as the total Purchase Price that any representations, warranties, covenants and all other amounts for which agreements of the Purchaser may be liable in terms hereto, have been paid and/or payment thereof has been secured as herein provided. 11.2 Transfer of the Property and any such Transferee shall be passed by the Seller‘s attorneys several and not joint and shall be made as soon as possible after date of acceptance, providing to the Purchaser has complied with or any such Transferee, as applicable, as to itself only; and (ii) upon a Transferee’s execution and delivery of a Joinder Agreement, the provisions number of the aforementioned sub- clause. 11.3 The Purchaser hereby specifically authorises and agrees Forward Purchase Shares to the attorneys mentioned in Schedule “1”, to prepare and complete, from information provided be purchased by the Purchaser herein, a transfer duty form required hereunder shall be reduced by the SARS for total number of Forward Purchase Shares to be purchased by the clearance of the Property for transfer; and specifically authorises and agrees applicable Transferee pursuant to the said attorneys applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser and the Company amending Schedule A to this Agreement to reflect each transfer and updating the “Number of Forward Purchase Shares” and “Aggregate Purchase Price for Forward Purchase Shares” on behalf the Purchaser’s signature page hereto to reflect such reduced number of Forward Purchase Shares, and the Purchaser shall be fully and unconditionally released from its obligation to purchase such Transferee Securities hereunder. For the avoidance of doubt, this Agreement need not be amended and restated in its entirety, but only Schedule A and the Purchaser’s signature page hereto need be so amended and updated and executed by each of the Purchaser signing and submitting such form to SARS for which preparation, completion, signature and submission this Agreement shall be sufficient authority. 11.4 Transfer of the Property shall be effected by Company upon the attorneys mentioned in Schedule “1” and all expenses of and incidental to the preparation and registration of transfer, the conveyancing fees, disbursements and VAT (if applicable), in respect of such transfer, shall be borne by the Purchaser including all expenses and legal costs incidental to the preparation and registration occurrence of any mortgage bond to finance institution approving the financesuch transfer of Transferee Securities. 11.5 In the event of the Purchaser failing to comply within 7 (seven) days of being requested by the said Attorneys, to furnish them with signed documents or documentation of whatever nature necessary for effecting transfer, or where applicable to ensure that the mortgage bond documentation or ancillary documentation is satisfactorily completed (and the widest possible interpretation shall be used in respect of the terms hereof), then ipso facto on the 8th (eighth) day after such request, the Purchaser shall pay to the Seller penalty interest, at the rate of 2% (two percentum) above prime, calculated from the said 8th (eighth) day until the date of transfer, (both days inclusive). 11.6 The Purchaser acknowledges and accordingly undertakes to comply with all the FICA requirements as set out in Schedule "7" annexed hereto within 7 (seven) days from date of acceptance of this Agreement by the Seller and to supply the attorneys all information and documentation required by the attorneys to enable the attorneys to fulfil their obligations in terms of FICA.

Transfer. 11.1 Transfer This Agreement and all of the Purchaser’s rights and obligations hereunder (including the Purchaser’s obligation to subscribe for and purchase the Forward Purchase Shares) may be transferred or assigned, at any time and from time to time, in whole or in part, to one or more third parties (each such transferee, a “Transferee”). Upon any such assignment: (i) the applicable Transferee shall not execute a signature page to this Agreement, substantially in the form of the Purchaser’s signature page hereto (the “Joinder Agreement”), which shall reflect the number of Forward Purchase Shares to be passed purchased by such Transferee (the “Transferee Securities”), and, upon such execution, such Transferee shall have all the same rights and obligations of the Purchaser hereunder with respect to the PurchaserTransferee Securities, notwithstanding anything and references herein to the contrary herein contained“Purchaser” shall be deemed to refer to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided, until such time as the total Purchase Price that any representations, warranties, covenants and all other amounts for which agreements of the Purchaser may be liable in terms hereto, have been paid and/or payment thereof has been secured as herein provided. 11.2 Transfer of the Property and any such Transferee shall be passed by the Seller‘s attorneys several and not joint and shall be made as soon as possible after date of acceptance, providing to the Purchaser has complied with or any such Transferee, as applicable, as to itself only; and (ii) upon a Transferee’s execution and delivery of a Joinder Agreement, the provisions number of the aforementioned sub- clause. 11.3 The Purchaser hereby specifically authorises and agrees Forward Purchase Shares to the attorneys mentioned in Schedule “1”, to prepare and complete, from information provided be purchased by the Purchaser herein, a transfer duty form required hereunder shall be reduced by the SARS for total number of Forward Purchase Shares to be purchased by the clearance of the Property for transfer; and specifically authorises and agrees applicable Transferee pursuant to the said attorneys applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser and the Company amending Schedule A to this Agreement to reflect each transfer and updating the “Number of Forward Purchase Shares” and “Aggregate Purchase Price for Forward Purchase Shares” on behalf the Purchaser’s signature page hereto to reflect such reduced number of Forward Purchase Shares, and the Purchaser shall be fully and unconditionally released from its obligation to purchase such Transferee Securities hereunder. For the avoidance of doubt, this Agreement need not be amended and restated in its entirety, but only Schedule A and the Purchaser’s signature page hereto need be so amended and updated and executed by each of the Purchaser signing and submitting such form to SARS for which preparation, completion, signature and submission this Agreement shall be sufficient authority. 11.4 Transfer of the Property shall be effected by Company upon the attorneys mentioned in Schedule “1” and all expenses of and incidental to the preparation and registration of transfer, the conveyancing fees, disbursements and VAT (if applicable), in respect of such transfer, shall be borne by the Purchaser including all expenses and legal costs incidental to the preparation and registration occurrence of any mortgage bond to finance institution approving the financesuch transfer of Transferee Securities. 11.5 In the event of the Purchaser failing to comply within 7 (seven) days of being requested by the said Attorneys, to furnish them with signed documents or documentation of whatever nature necessary for effecting transfer, or where applicable to ensure that the mortgage bond documentation or ancillary documentation is satisfactorily completed (and the widest possible interpretation shall be used in respect of the terms hereof), then ipso facto on the 8th (eighth) day after such request, the Purchaser shall pay to the Seller penalty interest, at the rate of 2% (two percentum) above prime, calculated from the said 8th (eighth) day until the date of transfer, (both days inclusive). 11.6 The Purchaser acknowledges and accordingly undertakes to comply with all the FICA requirements as set out in Schedule "7" annexed hereto within 7 (seven) days from date of acceptance of this Agreement by the Seller and to supply the attorneys all information and documentation required by the attorneys to enable the attorneys to fulfil their obligations in terms of FICA.

Transfer. 11.1 Transfer The Warrants and the Warrant Stock shall be freely transferable, subject to compliance with all applicable laws, including, but not limited to the Securities Act. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be passed registered under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock as the case may be, furnish to the Purchaser, notwithstanding anything Company a written opinion of counsel that is reasonably acceptable to the contrary herein containedCompany to the effect that such transfer may be made without registration under the Securities Act, until such time (ii) that the Holder or transferee execute and deliver to the Company an investment letter in form and substance acceptable to the Company and substantially in the form attached as Exhibit C hereto and (iii) that the total Purchase Price transferee be an “accredited investor” as defined in Rule 501(a) promulgated under the Securities Act. Transfer of this Warrant and all other amounts for which rights hereunder, in whole or in part, in accordance with the Purchaser may foregoing provisions, shall be liable in terms hereto, have been paid and/or payment thereof has been secured as herein provided. 11.2 Transfer registered on the books of the Property shall Company to be passed maintained for such purpose, upon surrender of this Warrant at the principal office of the Company referred to in Section 2.1 or the office or agency designated by the Seller‘s attorneys as soon as possible after date Company pursuant to Section 12, together with a written assignment of acceptance, providing this Warrant substantially in the Purchaser has complied with the provisions form of the aforementioned sub- clause. 11.3 The Purchaser hereby specifically authorises and agrees to the attorneys mentioned in Schedule “1”, to prepare and complete, from information provided Exhibit B hereto duly executed by the Purchaser herein, a Holder or its agent or attorney and funds sufficient to pay any transfer duty form required by taxes payable upon the SARS for the clearance of the Property for transfer; and specifically authorises and agrees to the said attorneys on behalf of the Purchaser signing and submitting such form to SARS for which preparation, completion, signature and submission this Agreement shall be sufficient authority. 11.4 Transfer of the Property shall be effected by the attorneys mentioned in Schedule “1” and all expenses of and incidental to the preparation and registration of transfer, the conveyancing fees, disbursements and VAT (if applicable), in respect making of such transfer. Upon such surrender and, if required, such payment, the Company shall be borne by execute and deliver a new Warrant or Warrants in the Purchaser including all expenses name of the assignee or assignees and legal costs incidental in the denomination specified in such instrument of assignment, and shall issue to the preparation assignor a new Warrant evidencing the portion of this Warrant not so assigned, and registration this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of any mortgage bond to finance institution approving this Section 3.1, the finance. 11.5 In Warrant may be exercised by a new Holder for the event purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Purchaser failing to comply within 7 (seven) days of being requested by the said Attorneys, to furnish them with signed documents or documentation of whatever nature necessary for effecting transfer, or where applicable to ensure that the mortgage bond documentation or ancillary documentation is satisfactorily completed (and the widest possible interpretation shall be used in respect of the terms hereof), then ipso facto on the 8th (eighth) day after such request, the Purchaser shall pay to the Seller penalty interest, at the rate of 2% (two percentum) above prime, calculated from the said 8th (eighth) day until the date of transfer, (both days inclusive)Company. 11.6 The Purchaser acknowledges and accordingly undertakes to comply with all the FICA requirements as set out in Schedule "7" annexed hereto within 7 (seven) days from date of acceptance of this Agreement by the Seller and to supply the attorneys all information and documentation required by the attorneys to enable the attorneys to fulfil their obligations in terms of FICA.

Transfer. 11.1 Transfer This Agreement and all of the Purchaser’s rights and obligations hereunder (including the Purchaser’s obligation to purchase the Forward Purchase Shares) may be transferred or assigned, at any time and from time to time, in whole or in part, to a Forward Contract Party or one or more third parties (each such transferee, a “Transferee”). Upon any such assignment: (i) the applicable Transferee shall not execute a signature page to this Agreement, substantially in the form of the Purchaser’s signature page hereto (the “Transferee Joinder Agreement”), which shall reflect the number of Forward Purchase Shares to be passed purchased by such Transferee (the “Transferee Securities”), and, upon such execution, such Transferee shall have all the same rights and obligations of the Purchaser hereunder with respect to the PurchaserTransferee Securities, notwithstanding anything and references herein to the contrary herein contained“Purchaser” shall be deemed to refer to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided, until such time as the total Purchase Price that any representations, warranties, covenants and all other amounts for which agreements of the Purchaser may be liable in terms hereto, have been paid and/or payment thereof has been secured as herein provided. 11.2 Transfer of the Property and any such Transferee shall be passed by the Seller‘s attorneys several and not joint and shall be made as soon as possible after date of acceptance, providing to the Purchaser has complied with or any such Transferee, as applicable, as to itself only; and (ii) upon a Transferee’s execution and delivery of a Transferee Joinder Agreement, the provisions number of the aforementioned sub- clause. 11.3 The Purchaser hereby specifically authorises and agrees Forward Purchase Shares to the attorneys mentioned in Schedule “1”, to prepare and complete, from information provided be purchased by the Purchaser herein, a transfer duty form required hereunder shall be reduced by the SARS for total number of Forward Purchase Shares to be purchased by the clearance of the Property for transfer; and specifically authorises and agrees applicable Transferee pursuant to the said attorneys applicable Transferee Joinder Agreement, which reduction shall be evidenced by the Purchaser and the Company amending Schedule A and Schedule B to this Agreement to reflect each transfer and updating the “Number of Forward Purchase Shares” and “Aggregate Purchase Price for Forward Purchase Shares” on behalf the Purchaser’s signature page hereto to reflect such reduced number of Forward Purchase Shares, and the Purchaser shall be fully and unconditionally released from its obligation to purchase such Transferee Securities hereunder. For the avoidance of doubt, this Agreement need not be amended and restated in its entirety, but only Schedule A and Schedule B and the Purchaser’s signature page hereto need be so amended and updated and executed by each of the Purchaser signing and submitting such form to SARS for which preparation, completion, signature and submission this Agreement shall be sufficient authority. 11.4 Transfer of the Property shall be effected by Company upon the attorneys mentioned in Schedule “1” and all expenses of and incidental to the preparation and registration of transfer, the conveyancing fees, disbursements and VAT (if applicable), in respect of such transfer, shall be borne by the Purchaser including all expenses and legal costs incidental to the preparation and registration occurrence of any mortgage bond to finance institution approving the financesuch transfer of Transferee Securities. 11.5 In the event of the Purchaser failing to comply within 7 (seven) days of being requested by the said Attorneys, to furnish them with signed documents or documentation of whatever nature necessary for effecting transfer, or where applicable to ensure that the mortgage bond documentation or ancillary documentation is satisfactorily completed (and the widest possible interpretation shall be used in respect of the terms hereof), then ipso facto on the 8th (eighth) day after such request, the Purchaser shall pay to the Seller penalty interest, at the rate of 2% (two percentum) above prime, calculated from the said 8th (eighth) day until the date of transfer, (both days inclusive). 11.6 The Purchaser acknowledges and accordingly undertakes to comply with all the FICA requirements as set out in Schedule "7" annexed hereto within 7 (seven) days from date of acceptance of this Agreement by the Seller and to supply the attorneys all information and documentation required by the attorneys to enable the attorneys to fulfil their obligations in terms of FICA.

Transfer. 11.1 Transfer shall not be passed to the Purchaser, notwithstanding anything to the contrary herein contained, until such time as the total Purchase Price purchase price and all other amounts for which the Purchaser may be liable in terms hereto, have been paid and/or payment thereof has been secured as herein provided. 11.2 Transfer of the Property property shall be passed by the Seller‘s nominated attorneys as soon as possible after date of acceptance, providing the Purchaser has complied with the provisions of the aforementioned sub- clauseclause 11.1. 11.3 The Purchaser hereby specifically authorises and agrees to the attorneys mentioned in Schedule “1”, to prepare and complete, from information provided by the Purchaser herein, a transfer duty form required by the SARS for the clearance of the Property property for transfer; and specifically authorises and agrees to the said attorneys on behalf of the Purchaser signing and submitting such form to SARS for which preparation, completion, signature and submission this Agreement shall be sufficient authority. 11.4 Transfer of the Property property shall be effected by the attorneys mentioned in Schedule “1” and all expenses of and incidental to the preparation and registration of transfer, the conveyancing fees, disbursements and VAT or transfer duties (if whichever is applicable), in respect of such transfer, shall be borne by the Purchaser including all expenses and legal costs incidental to the preparation and registration of any mortgage bond to finance in favour of the financial institution approving the finance. 11.5 In the event of the Purchaser failing to comply within 7 (seven) days of being requested by the said Attorneys, to furnish them with signed documents or documentation of whatever nature necessary for effecting transfer, or where applicable to ensure that the mortgage bond documentation or ancillary documentation is satisfactorily completed (and the widest possible interpretation shall be used in respect of the terms hereof), then ipso facto on the 8th (eighth) day after such request, the Purchaser shall pay to the Seller penalty interest, at the rate of 2% (two percentum) above prime, calculated from the said 8th (eighth) day until the date of transfer, (both days inclusive). 11.6 The Purchaser acknowledges and accordingly undertakes to comply with all the FICA requirements as set out in Schedule "76" annexed hereto within 7 (seven) days from date of acceptance of this Agreement by the Seller and to supply the attorneys all information and documentation required by the attorneys to enable the attorneys to fulfil their obligations in terms of FICA.

Transfer. 11.1 Transfer This Agreement and all of the Purchaser’s rights and obligations hereunder (including the Purchaser’s obligation to purchase the Forward Purchase Securities) may be transferred or assigned, at any time and from time to time, in whole or in part, to one or more third parties (each such transferee, a “Transferee”). Upon any such assignment: (i) the applicable Transferee shall not execute a signature page to this Agreement, substantially in the form of the Purchaser’s signature page hereto (the “Joinder Agreement”), which shall reflect the number of Forward Purchase Units to be passed purchased by such Transferee (the “Transferee Securities”), and, upon such execution, such Transferee shall have all the same rights and obligations of the Purchaser hereunder with respect to the PurchaserTransferee Securities, notwithstanding anything and references herein to the contrary herein contained“Purchaser” shall be deemed to refer to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided, until such time as the total Purchase Price that any representations, warranties, covenants and all other amounts for which agreements of the Purchaser may be liable in terms hereto, have been paid and/or payment thereof has been secured as herein provided. 11.2 Transfer of the Property and any such Transferee shall be passed by the Seller‘s attorneys several and not joint and shall be made as soon as possible after date of acceptance, providing to the Purchaser has complied with or any such Transferee, as applicable, as to itself only; and (ii) upon a Transferee’s execution and delivery of a Joinder Agreement, the provisions number of the aforementioned sub- clause. 11.3 The Purchaser hereby specifically authorises and agrees Forward Purchase Units to the attorneys mentioned in Schedule “1”, to prepare and complete, from information provided be purchased by the Purchaser herein, a transfer duty form required hereunder shall be reduced by the SARS for total number of Forward Purchase Units to be purchased by the clearance of the Property for transfer; and specifically authorises and agrees applicable Transferee pursuant to the said attorneys applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser and the Company amending Schedule A to this Agreement to reflect each transfer and updating the “Number of Forward Purchase Units” and “Aggregate Purchase Price for Forward Purchase Securities” on behalf the Purchaser’s signature page hereto to reflect such reduced number of Forward Purchase Securities, and the Purchaser shall be fully and unconditionally released from its obligation to purchase such Transferee Securities hereunder. For the avoidance of doubt, this Agreement need not be amended and restated in its entirety, but only Schedule A and the Purchaser’s signature page hereto need be so amended and updated and executed by each of the Purchaser signing and submitting such form to SARS for which preparation, completion, signature and submission this Agreement shall be sufficient authority. 11.4 Transfer of the Property shall be effected by Company upon the attorneys mentioned in Schedule “1” and all expenses of and incidental to the preparation and registration of transfer, the conveyancing fees, disbursements and VAT (if applicable), in respect of such transfer, shall be borne by the Purchaser including all expenses and legal costs incidental to the preparation and registration occurrence of any mortgage bond to finance institution approving the financesuch transfer of Transferee Securities. 11.5 In the event of the Purchaser failing to comply within 7 (seven) days of being requested by the said Attorneys, to furnish them with signed documents or documentation of whatever nature necessary for effecting transfer, or where applicable to ensure that the mortgage bond documentation or ancillary documentation is satisfactorily completed (and the widest possible interpretation shall be used in respect of the terms hereof), then ipso facto on the 8th (eighth) day after such request, the Purchaser shall pay to the Seller penalty interest, at the rate of 2% (two percentum) above prime, calculated from the said 8th (eighth) day until the date of transfer, (both days inclusive). 11.6 The Purchaser acknowledges and accordingly undertakes to comply with all the FICA requirements as set out in Schedule "7" annexed hereto within 7 (seven) days from date of acceptance of this Agreement by the Seller and to supply the attorneys all information and documentation required by the attorneys to enable the attorneys to fulfil their obligations in terms of FICA.

Transfer. 11.1 Transfer This Agreement and all of the Purchaser’s rights and obligations hereunder (including the Purchaser’s obligation to purchase the Forward Purchase Securities) may be transferred or assigned, at any time and from time to time, in whole or in part, to one or more third parties (each such transferee, a “Transferee”). Upon any such assignment: (i) the applicable Transferee shall not execute a signature page to this Agreement, substantially in the form of the Purchaser’s signature page hereto (the “Joinder Agreement”), which shall reflect the number of Forward Purchase Shares and Forward Purchase Warrants to be passed purchased by such Transferee (the “Transferee Securities”), and, upon such execution, such Transferee shall have all the same rights and obligations of the Purchaser hereunder with respect to the PurchaserTransferee Securities, notwithstanding anything and references herein to the contrary herein contained“Purchaser” shall be deemed to refer to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided, until such time as the total Purchase Price that any representations, warranties, covenants and all other amounts for which agreements of the Purchaser may be liable in terms hereto, have been paid and/or payment thereof has been secured as herein provided. 11.2 Transfer of the Property and any such Transferee shall be passed by the Seller‘s attorneys several and not joint and shall be made as soon as possible after date of acceptance, providing to the Purchaser has complied with or any such Transferee, as applicable, as to itself only; and (ii) upon a Transferee’s execution and delivery of a Joinder Agreement, the provisions number of the aforementioned sub- clause. 11.3 The Purchaser hereby specifically authorises Forward Purchase Shares and agrees Forward Purchase Warrants to the attorneys mentioned in Schedule “1”, to prepare and complete, from information provided be purchased by the Purchaser herein, a transfer duty form required hereunder shall be reduced by the SARS for total number of Forward Purchase Shares and Forward Purchase Warrants to be purchased by the clearance of the Property for transfer; and specifically authorises and agrees applicable Transferee pursuant to the said attorneys applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser and the Company amending Schedule A to this Agreement to reflect each transfer and updating the “Number of Forward Purchase Shares”, “Number of Forward Purchase Warrants”, and “Aggregate Purchase Price for Forward Purchase Securities” on behalf the Purchaser’s signature page hereto to reflect such reduced number of Forward Purchase Securities, and the Purchaser shall be fully and unconditionally released from its obligation to purchase such Transferee Securities hereunder. For the avoidance of doubt, this Agreement need not be amended and restated in its entirety, but only Schedule A and the Purchaser’s signature page hereto need be so amended and updated and executed by each of the Purchaser signing and submitting such form to SARS for which preparation, completion, signature and submission this Agreement shall be sufficient authority. 11.4 Transfer of the Property shall be effected by Company upon the attorneys mentioned in Schedule “1” and all expenses of and incidental to the preparation and registration of transfer, the conveyancing fees, disbursements and VAT (if applicable), in respect of such transfer, shall be borne by the Purchaser including all expenses and legal costs incidental to the preparation and registration occurrence of any mortgage bond to finance institution approving the financesuch transfer of Transferee Securities. 11.5 In the event of the Purchaser failing to comply within 7 (seven) days of being requested by the said Attorneys, to furnish them with signed documents or documentation of whatever nature necessary for effecting transfer, or where applicable to ensure that the mortgage bond documentation or ancillary documentation is satisfactorily completed (and the widest possible interpretation shall be used in respect of the terms hereof), then ipso facto on the 8th (eighth) day after such request, the Purchaser shall pay to the Seller penalty interest, at the rate of 2% (two percentum) above prime, calculated from the said 8th (eighth) day until the date of transfer, (both days inclusive). 11.6 The Purchaser acknowledges and accordingly undertakes to comply with all the FICA requirements as set out in Schedule "7" annexed hereto within 7 (seven) days from date of acceptance of this Agreement by the Seller and to supply the attorneys all information and documentation required by the attorneys to enable the attorneys to fulfil their obligations in terms of FICA.

Transfer. 11.1 Transfer shall not be passed to the Purchaser, notwithstanding anything to the contrary herein contained, until such time as the total Purchase Price and all other amounts for which the Purchaser may be liable in terms hereto, have been paid and/or payment thereof has been secured as herein provided. 11.2 9.1 Transfer of the Property shall be passed by the Seller‘s attorneys Transferring Attorney to the Purchaser as soon as is reasonably possible after date of acceptancethe Completion Date, providing provided that the Purchaser has complied with in full of all his contractual obligations in terms of this Agreement. 9.2 The Purchaser acknowledges and agrees that: 9.3 when the provisions construction of the aforementioned sub- clauseapartments is close to completion, approximately two months prior to the anticipated occupation date, the land surveyor will survey the apartments and prepare the draft sectional title plans which will be submitted to the Surveyor-General for approval. The Transferring Attorneys will on receipt of the draft sectional title plans, draft the conveyancing documentation to transfer the property and contact the Parties to sign all required documentation to affect the registration of the transfer. 11.3 9.4 The Purchaser hereby specifically authorises shall sign all transfer and/or bond documents and agrees to the attorneys mentioned in Schedule “1”, to prepare and complete, from information provided by the Purchaser herein, a transfer duty form provide any such documents as may be required by the SARS for the clearance of the Property for transfer; and specifically authorises and agrees to the said attorneys on behalf of the Purchaser signing and submitting such form to SARS for which preparation, completion, signature and submission this Agreement shall be sufficient authority. 11.4 Transfer of the Property shall be effected by the attorneys mentioned in Schedule “1” and all expenses of and incidental to the preparation and registration of transfer, the conveyancing fees, disbursements and VAT (if applicable), in respect of such transfer, shall be borne by the Purchaser including all expenses and legal costs incidental to the preparation and registration of any mortgage bond to finance institution approving the finance. 11.5 In the event transfer of the Purchaser failing property and to comply with FICA within 7 (seven) days of being requested to do so by the said Attorneys, transfer and/or bond attorney. 9.5 pay to furnish them with signed documents or documentation the Transferring Attorneys all incidental charges related to the registration of whatever nature necessary for effecting transfer, or where applicable transfer of the property when called upon to ensure that do so subject to clause 10. 9.6 As a result of SARS conducting a risk analysis on both the mortgage bond documentation or ancillary documentation is satisfactorily completed (transferor and the widest possible interpretation shall be used in respect of the terms hereof), then ipso facto transferee on the 8th (eighth) day after such requestall property transactions, the Purchaser shall pay warrants to the Seller penalty interestthat he is not aware, at the rate and should not reasonably have been aware, of 2% (two percentum) above primeany tax issues, calculated from the said 8th (eighth) day until the date of transfer, (both days inclusive)whether personally or otherwise including but not limited to tax returns and/or tax payments. 11.6 The 9.7 Notwithstanding the above, should SARS at any stage notify the Transferring Attorneys that the Purchaser acknowledges and accordingly undertakes to comply with all does in fact have an outstanding liability, then the FICA requirements as set out in Schedule "7" annexed hereto within 7 (seven) days from date of acceptance following provisions will be applicable such liability shall constitute a material breach of this Agreement by Agreement; the Seller and Purchaser shall rectify such breach within the time period referred to in clause 28 below by: supply the attorneys all information and Transferring Attorneys with original documentation required by from SARS that indicate that payment of the attorneys to enable liability has been deferred or that satisfactory arrangements have been made for the attorneys to fulfil their obligations in terms payment thereof, failing which the provisions of FICAclause 28 will be applicable.

Transfer. 11.1 8.1. Transfer shall not be passed to the Purchaser, notwithstanding anything to the contrary herein contained, until such time as the total Purchase Price and all other amounts amounts, such as the whole of the deposit amount including the agreed commission amount plus 15% VAT including the transferring attorney’s fees and disbursements, for which the Purchaser may be liable in terms hereto, have been paid and/or payment thereof has been secured as herein provided. 11.2 8.2. Transfer of the Property Sale Object shall be passed by the Seller‘s transferring attorneys as soon as possible after date of acceptance, providing the Purchaser has complied with the provisions of the aforementioned sub- sub-clause. 11.3 8.3. The Purchaser hereby specifically authorises and agrees to the transferring attorneys mentioned in Schedule “12”, to prepare and complete, from information provided by the Purchaser herein, a transfer duty form required by the SARS for the clearance of the Property Sale Object for transfer; and specifically authorises and agrees to the said attorneys on behalf of the Purchaser signing and submitting such form to SARS for which preparation, completion, signature and submission this Agreement shall be sufficient authority. 11.4 8.4. Transfer of the Property Sale Object shall be effected by the transferring attorneys as mentioned in Schedule “12” and all expenses of and incidental to the preparation and registration of transfer, the conveyancing fees, disbursements and VAT (if applicable), in respect of such transfer, shall be borne by the Purchaser including all expenses and legal costs incidental to the preparation and registration of any mortgage bond bond, if applicable, to finance institution approving the financefinance as well as the nominated bond attorneys. 11.5 8.5. In the event of the Purchaser failing to comply within 7 (seven) days of being requested by the said Attorneystransferring attorneys, to furnish them with signed documents or documentation of whatever nature necessary for effecting transfer, or where applicable to ensure that the mortgage bond documentation or ancillary documentation is satisfactorily completed (and the widest possible interpretation shall be used in respect of the terms hereof), then ipso facto on the 8th (eighth) day after such request, the Agent will be mandated to signed any al all documentation necessary on behalf of the Purchaser, to ensure the transfer of Sale Object into the name of the Purchaser. The Purchaser shall pay will forthwith and as a result of his/her/its failure, become liable to the Seller in respect of penalty interestinterest on any amount outstanding (at the time applicable), at the rate of 202% (two percentumpercent) above prime, calculated from the said 8th (eighth) day until the date of transfer, (both days inclusive). 11.6 8.6. The Purchaser acknowledges and accordingly undertakes to comply with all the FICA requirements requirements, as set out in Schedule "7" annexed hereto requested from it by the transferring attorneys (as well as the nominated bond attorneys) within 7 (seven) days from date of acceptance of this Agreement by the Seller and to supply the transferring attorneys all information and documentation required by the attorneys them to enable the attorneys them to fulfil their obligations in terms of FICA. 8.7. The Seller herewith irrevocably appoints and instructs the agent (or its duly authorised and/or nominated representative) to do all things and sign all things necessary, to obtain the Certificate of Compliance (‘COC’) and municipal rates clearance certificate which may include the appointment and payment of a qualified electrician of its choice and the payment for all outstanding municipal rates with the local municipal council (‘the advance payments’), should the Seller fail to, within reasonable notice, to make payment of the advance payments. These advanced payments made by the agent (or its authorised representative) may attract an interest calculated at Repo Rate plus 21% per annum payable from the date of payment made of the advanced payments to the date of final payment thereof. The Parties agree and confirm that the advance payments may be deducted from the Purchase Price and instructs the transferring attorneys to pay the advance payments to the agent (or its authorised representative) from the Purchaser Price before the balance of the Purchase Price is paid to the Seller after registration of transfer in the name of the Purchaser.

Transfer. 11.1 Transfer This Agreement and all of the Purchaser’s rights and obligations hereunder (including the Purchaser’s obligation to purchase the Forward Purchase Shares) may be transferred or assigned, at any time and from time to time, in whole or in part, to one or more third parties (each such transferee, a “Transferee”). Upon any such assignment: (i) the applicable Transferee shall not execute a signature page to this Agreement, substantially in the form of the Purchaser’s signature page hereto (the “Joinder Agreement”), which shall reflect the number of Forward Purchase Shares and Forward Purchase Warrants to be passed purchased by such Transferee (the “Transferee Securities”), and, upon such execution, such Transferee shall have all the same rights and obligations of the Purchaser hereunder with respect to the PurchaserTransferee Securities, notwithstanding anything and references herein to the contrary herein contained“Purchaser” shall be deemed to refer to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided, until such time as the total Purchase Price that any representations, warranties, covenants and all other amounts for which agreements of the Purchaser may be liable in terms hereto, have been paid and/or payment thereof has been secured as herein provided. 11.2 Transfer of the Property and any such Transferee shall be passed by the Seller‘s attorneys several and not joint and shall be made as soon as possible after date of acceptance, providing to the Purchaser has complied with or any such Transferee, as applicable, as to itself only; and (ii) upon a Transferee’s execution and delivery of a Joinder Agreement, the provisions number of the aforementioned sub- clause. 11.3 The Purchaser hereby specifically authorises and agrees Forward Purchase Shares to the attorneys mentioned in Schedule “1”, to prepare and complete, from information provided be purchased by the Purchaser herein, a transfer duty form required hereunder shall be reduced by the SARS for total number of Forward Purchase Shares to be purchased by the clearance of the Property for transfer; and specifically authorises and agrees applicable Transferee pursuant to the said attorneys applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser and the Company amending Schedule A to this Agreement to reflect each transfer and updating the “Number of Forward Purchase Shares” and “Aggregate Purchase Price for Forward Purchase Shares” on behalf the Purchaser’s signature page hereto to reflect such reduced number of Forward Purchase Shares, and the Purchaser shall be fully and unconditionally released from its obligation to purchase such Transferee Securities hereunder. For the avoidance of doubt, this Agreement need not be amended and restated in its entirety, but only Schedule A and the Purchaser’s signature page hereto need be so amended and updated and executed by each of the Purchaser signing and submitting such form to SARS for which preparation, completion, signature and submission this Agreement shall be sufficient authority. 11.4 Transfer of the Property shall be effected by Company upon the attorneys mentioned in Schedule “1” and all expenses of and incidental to the preparation and registration of transfer, the conveyancing fees, disbursements and VAT (if applicable), in respect of such transfer, shall be borne by the Purchaser including all expenses and legal costs incidental to the preparation and registration occurrence of any mortgage bond to finance institution approving the financesuch transfer of Transferee Securities. 11.5 In the event of the Purchaser failing to comply within 7 (seven) days of being requested by the said Attorneys, to furnish them with signed documents or documentation of whatever nature necessary for effecting transfer, or where applicable to ensure that the mortgage bond documentation or ancillary documentation is satisfactorily completed (and the widest possible interpretation shall be used in respect of the terms hereof), then ipso facto on the 8th (eighth) day after such request, the Purchaser shall pay to the Seller penalty interest, at the rate of 2% (two percentum) above prime, calculated from the said 8th (eighth) day until the date of transfer, (both days inclusive). 11.6 The Purchaser acknowledges and accordingly undertakes to comply with all the FICA requirements as set out in Schedule "7" annexed hereto within 7 (seven) days from date of acceptance of this Agreement by the Seller and to supply the attorneys all information and documentation required by the attorneys to enable the attorneys to fulfil their obligations in terms of FICA.

Transfer. 11.1 Transfer This Agreement and all of the Purchaser’s rights and obligations hereunder (including the Purchaser’s obligation to purchase the Forward Purchase Shares) may be transferred or assigned, at any time and from time to time, to one or more third parties (each such transferee, a “Transferee”). Upon any such assignment: (i) the applicable Transferee shall not execute a signature page to this Agreement, substantially in the form of the Purchaser’s signature page hereto (the “Joinder Agreement”), which shall reflect the number of Forward Purchase Shares to be passed purchased by such Transferee (the “Transferee Securities”), and, upon such execution, such Transferee shall have all the same rights and obligations of the Purchaser hereunder with respect to the PurchaserTransferee Securities, notwithstanding anything and references herein to the contrary herein contained“Purchaser” shall be deemed to refer to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided, until such time as the total Purchase Price that any representations, warranties, covenants and all other amounts for which agreements of the Purchaser may be liable in terms hereto, have been paid and/or payment thereof has been secured as herein provided. 11.2 Transfer of the Property and any such Transferee shall be passed by the Seller‘s attorneys several and not joint and shall be made as soon as possible after date of acceptance, providing to the Purchaser has complied with or any such Transferee, as applicable, as to itself only; and (ii) upon a Transferee’s execution and delivery of a Joinder Agreement, the provisions number of the aforementioned sub- clause. 11.3 The Purchaser hereby specifically authorises and agrees Forward Purchase Shares to the attorneys mentioned in Schedule “1”, to prepare and complete, from information provided be purchased by the Purchaser herein, a transfer duty form required hereunder shall be reduced by the SARS for total number of Forward Purchase Shares to be purchased by the clearance of the Property for transfer; and specifically authorises and agrees applicable Transferee pursuant to the said attorneys applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser and the Company amending Schedule A to this Agreement to reflect each transfer and updating the “Number of Forward Purchase Shares”, and “Aggregate Purchase Price for Forward Purchase Shares” on behalf the Purchaser’s signature page hereto to reflect such reduced number of Forward Purchase Shares, and the Purchaser shall be fully and unconditionally released from its obligation to purchase such Transferee Securities hereunder. For the avoidance of doubt, this Agreement need not be amended and restated in its entirety, but only Schedule A and the Purchaser’s signature page hereto need be so amended and updated and executed by each of the Purchaser signing and submitting such form to SARS for which preparation, completion, signature and submission this Agreement shall be sufficient authority. 11.4 Transfer of the Property shall be effected by Company upon the attorneys mentioned in Schedule “1” and all expenses of and incidental to the preparation and registration of transfer, the conveyancing fees, disbursements and VAT (if applicable), in respect of such transfer, shall be borne by the Purchaser including all expenses and legal costs incidental to the preparation and registration occurrence of any mortgage bond to finance institution approving the financesuch transfer of Transferee Securities. 11.5 In the event of the Purchaser failing to comply within 7 (seven) days of being requested by the said Attorneys, to furnish them with signed documents or documentation of whatever nature necessary for effecting transfer, or where applicable to ensure that the mortgage bond documentation or ancillary documentation is satisfactorily completed (and the widest possible interpretation shall be used in respect of the terms hereof), then ipso facto on the 8th (eighth) day after such request, the Purchaser shall pay to the Seller penalty interest, at the rate of 2% (two percentum) above prime, calculated from the said 8th (eighth) day until the date of transfer, (both days inclusive). 11.6 The Purchaser acknowledges and accordingly undertakes to comply with all the FICA requirements as set out in Schedule "7" annexed hereto within 7 (seven) days from date of acceptance of this Agreement by the Seller and to supply the attorneys all information and documentation required by the attorneys to enable the attorneys to fulfil their obligations in terms of FICA.

Transfer. 11.1 Transfer This Agreement and all of the Purchaser’s rights and obligations hereunder (including the Purchaser’s obligation to purchase the Forward Purchase Shares) may be transferred or assigned, at any time and from time to time, in whole or in part, to one or more Affiliates of the Purchaser (each such transferee, a “Transferee”). Upon any such assignment: (i) the applicable Transferee shall not execute a signature page to this Agreement, substantially in the form of the Purchaser’s signature page hereto (the “Joinder Agreement”), which shall reflect the number of Forward Purchase Shares to be passed purchased by such Transferee (the “Transferee Securities”), and, upon such execution, such Transferee shall have all the same rights and obligations of the Purchaser hereunder with respect to the PurchaserTransferee Securities, notwithstanding anything and references herein to the contrary herein contained“Purchaser” shall be deemed to refer to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided, until such time as the total Purchase Price that any representations, warranties, covenants and all other amounts for which agreements of the Purchaser may be liable in terms hereto, have been paid and/or payment thereof has been secured as herein provided. 11.2 Transfer of the Property and any such Transferee shall be passed by the Seller‘s attorneys several and not joint and shall be made as soon as possible after date of acceptance, providing to the Purchaser has complied with or any such Transferee, as applicable, as to itself only; and (ii) upon a Transferee’s execution and delivery of a Joinder Agreement, the provisions number of the aforementioned sub- clause. 11.3 The Purchaser hereby specifically authorises and agrees Forward Purchase Shares to the attorneys mentioned in Schedule “1”, to prepare and complete, from information provided be purchased by the Purchaser herein, a transfer duty form required hereunder shall be reduced by the SARS for total number of Forward Purchase Shares to be purchased by the clearance of the Property for transfer; and specifically authorises and agrees applicable Transferee pursuant to the said attorneys applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser and the Company amending Schedule A to this Agreement to reflect each transfer and updating the “Number of Forward Purchase Shares” and “Aggregate Purchase Price for Forward Purchase Shares” on behalf the Purchaser’s signature page hereto to reflect such reduced number of Forward Purchase Shares, and the Purchaser shall be fully and unconditionally released from its obligation to purchase such Transferee Securities hereunder. For the avoidance of doubt, this Agreement need not be amended and restated in its entirety, but only Schedule A and the Purchaser’s signature page hereto need be so amended and updated and executed by each of the Purchaser signing and submitting such form to SARS for which preparation, completion, signature and submission this Agreement shall be sufficient authority. 11.4 Transfer of the Property shall be effected by Company upon the attorneys mentioned in Schedule “1” and all expenses of and incidental to the preparation and registration of transfer, the conveyancing fees, disbursements and VAT (if applicable), in respect of such transfer, shall be borne by the Purchaser including all expenses and legal costs incidental to the preparation and registration occurrence of any mortgage bond to finance institution approving the financesuch transfer of Transferee Securities. 11.5 In the event of the Purchaser failing to comply within 7 (seven) days of being requested by the said Attorneys, to furnish them with signed documents or documentation of whatever nature necessary for effecting transfer, or where applicable to ensure that the mortgage bond documentation or ancillary documentation is satisfactorily completed (and the widest possible interpretation shall be used in respect of the terms hereof), then ipso facto on the 8th (eighth) day after such request, the Purchaser shall pay to the Seller penalty interest, at the rate of 2% (two percentum) above prime, calculated from the said 8th (eighth) day until the date of transfer, (both days inclusive). 11.6 The Purchaser acknowledges and accordingly undertakes to comply with all the FICA requirements as set out in Schedule "7" annexed hereto within 7 (seven) days from date of acceptance of this Agreement by the Seller and to supply the attorneys all information and documentation required by the attorneys to enable the attorneys to fulfil their obligations in terms of FICA.

Transfer. 11.1 Transfer The Warrants shall not be passed transferrable by the Holder, except with the prior written consent of the Corporation. Notwithstanding the foregoing, the Holder may assign and transfer all of its rights, benefits, duties and obligations under this Certificate in their entirety, without the consent of the Corporation, to an Affiliate of the PurchaserHolder; provided that no such assignment shall relieve the Holder of any of its obligations hereunder. The Corporation may not transfer all or any interest in this Warrant Certificate, notwithstanding anything to the contrary herein contained, until such time except as the total Purchase Price explicitly set forth in Section 4 and all other amounts for which the Purchaser may be liable in terms hereto, have been paid and/or payment thereof has been secured as herein provided. 11.2 5 of this Warrant Certificate. Any Transfer of the Property shall be passed by the Seller‘s attorneys as soon as possible after date of acceptanceWarrants and all rights hereunder, providing the Purchaser has complied in accordance with the provisions of the aforementioned sub- clause. 11.3 The Purchaser hereby specifically authorises and agrees to the attorneys mentioned in Schedule “1”, to prepare and complete, from information provided by the Purchaser herein, a transfer duty form required by the SARS for the clearance of the Property for transfer; and specifically authorises and agrees to the said attorneys on behalf of the Purchaser signing and submitting such form to SARS for which preparation, completion, signature and submission this Agreement shall be sufficient authority. 11.4 Transfer of the Property shall be effected by the attorneys mentioned in Schedule “1” and all expenses of and incidental to the preparation and registration of transfer, the conveyancing fees, disbursements and VAT (if applicable), in respect of such transferforegoing provisions, shall be borne registered on the books of the Corporation to be maintained for such purpose, upon surrender of this Warrant Certificate at the principal office of the Corporation or the office or agency designated by the Purchaser including all expenses Corporation pursuant to Section 14.2, together with a written assignment of the Warrants substantially in the form of Exhibit B hereto duly executed by the Holder or its agent or attorney and legal costs incidental funds sufficient to pay any transfer taxes payable upon the making of such Transfer. Upon such surrender and, if required, such payment, the Corporation shall execute and deliver a new Warrant Certificate in the name of the assignee or assignees and in the denomination specified in such instrument of assignment and shall issue to the preparation assignor a new Warrant Certificate evidencing the number of Warrants not so assigned, and registration this Warrant Certificate shall promptly be cancelled. Following a Transfer that complies with the requirements of any mortgage bond to finance institution approving this Section 3.1, the finance. 11.5 In Warrants may be exercised by a new Holder for the event purchase of Warrant Shares regardless of whether the Corporation issued or registered a new Warrant Certificate on the books of the Purchaser failing Corporation. The Warrants are, and Warrant Shares will be, "restricted securities" within the meaning of Rule 144(a)(3) under the U.S. Securities Act, and, if in the future the Holder decides to comply within 7 offer, resell, pledge or otherwise transfer such securities, it will do so only (sevena) days to the Corporation; (b) outside the United States in compliance with Rule 904 of being requested by Regulation S under the said AttorneysU.S. Securities Act, and in compliance with applicable local laws and regulations; (c) in compliance with (i) Rule 144A under the U.S. Securities Act, if available, to furnish them with signed documents a Person the seller reasonably believes is a "qualified institutional buyer" (as defined in Rule 144A under the U.S. Securities Act) that is purchasing for its own account or documentation for the account of whatever nature necessary for effecting transferone or more "qualified institutional buyers" and to whom notice is given that the offer, sale, pledge or transfer is being made in reliance upon Rule 144A under the U.S. Securities Act, or where (ii) Rule 144 under the U.S. Securities Act, if available, and, in each case, in compliance with any applicable state Securities Laws of the United States; or (d) in another transaction that does not require registration under the U.S. Securities Act or any applicable state Securities Laws of the United States, after (A) in the case of proposed transfers pursuant to ensure (b) above, providing to Computershare Investor Services Inc., as transfer agent for the Corporation, (i) a declaration in the form that Computershare Investor Services Inc., as transfer agent for the Corporation, may reasonably prescribe from time to time, and (ii) if required by Computershare Investor Services Inc., as transfer agent for the Corporation, an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation, or other evidence satisfactory to the Corporation, that the mortgage bond documentation proposed transfer may be effected without registration under the U.S. Securities Act, and (B) in the case of proposed transfers pursuant to (c)(ii) or ancillary documentation is satisfactorily completed (d) above, providing to Computershare Investor Services Inc., as transfer agent for the Corporation, and the widest possible interpretation shall be used in respect of the terms hereof), then ipso facto on the 8th (eighth) day after such request, the Purchaser shall pay to the Seller penalty interestCorporation, at an opinion of counsel of recognized standing reasonably satisfactory to the rate of 2% (two percentum) above primeCorporation, calculated from to the said 8th (eighth) day until effect that the date of transfer, (both days inclusive)proposed transfer may be effected without registration under the U.S. Securities Act. 11.6 The Purchaser acknowledges and accordingly undertakes to comply with all the FICA requirements as set out in Schedule "7" annexed hereto within 7 (seven) days from date of acceptance of this Agreement by the Seller and to supply the attorneys all information and documentation required by the attorneys to enable the attorneys to fulfil their obligations in terms of FICA.

Transfer. 11.1 Transfer This Agreement and all of the Buyer’s rights and obligations hereunder (including the Buyer’s obligation to purchase the Forward Purchase Shares) may be transferred or assigned, at any time and from time to time, in whole or in part, to one or more affiliates of the Buyer, but not to other third parties (each such transferee, a “Transferee”). Upon any such assignment: (1) the applicable Transferee shall not execute a signature page to this Agreement, substantially in the form of the Buyer’s signature page hereto (the “Joinder Agreement”), which shall reflect the maximum number of Forward Purchase Shares to be passed purchased by such Transferee (the “Transferee Securities”), and, upon such execution, such Transferee shall have all the same rights and obligations of the Buyer hereunder with respect to the PurchaserTransferee Securities, notwithstanding anything and references herein to the contrary herein contained“Buyer” shall be deemed to refer to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided, until that any representations, warranties, covenants and agreements of the Buyer and any such time Transferee shall be several and not joint and shall be made as to the total Buyer or any such Transferee, as applicable, as to itself only; and (2) upon a Transferee’s execution and delivery of a Joinder Agreement, the maximum number of Forward Purchase Shares to be purchased by the Buyer hereunder shall be reduced by the maximum number of Forward Purchase Shares to be purchased by the applicable Transferee pursuant to the applicable Joinder Agreement, which reduction shall be evidenced by the Buyer and Aldel Financial by amending this Agreement to reflect each transfer and updating the Maximum Shares and FPS Purchase Price on the Buyer’s signature page hereto to reflect such reduced number of Forward Purchase Shares, and all other amounts for which the Purchaser may be liable in terms hereto, have been paid and/or payment thereof has been secured as herein provided. 11.2 Transfer each of the Property Transferee’s and the Buyer’s purchase obligations shall be passed by the Seller‘s attorneys as soon as possible after date of acceptance, providing the Purchaser has complied with the provisions of the aforementioned sub- clausesubject to allocation pursuant to Article I herein. 11.3 The Purchaser hereby specifically authorises and agrees to the attorneys mentioned in Schedule “1”, to prepare and complete, from information provided by the Purchaser herein, a transfer duty form required by the SARS for the clearance of the Property for transfer; and specifically authorises and agrees to the said attorneys on behalf of the Purchaser signing and submitting such form to SARS for which preparation, completion, signature and submission this Agreement shall be sufficient authority. 11.4 Transfer of the Property shall be effected by the attorneys mentioned in Schedule “1” and all expenses of and incidental to the preparation and registration of transfer, the conveyancing fees, disbursements and VAT (if applicable), in respect of such transfer, shall be borne by the Purchaser including all expenses and legal costs incidental to the preparation and registration of any mortgage bond to finance institution approving the finance. 11.5 In the event of the Purchaser failing to comply within 7 (seven) days of being requested by the said Attorneys, to furnish them with signed documents or documentation of whatever nature necessary for effecting transfer, or where applicable to ensure that the mortgage bond documentation or ancillary documentation is satisfactorily completed (and the widest possible interpretation shall be used in respect of the terms hereof), then ipso facto on the 8th (eighth) day after such request, the Purchaser shall pay to the Seller penalty interest, at the rate of 2% (two percentum) above prime, calculated from the said 8th (eighth) day until the date of transfer, (both days inclusive). 11.6 The Purchaser acknowledges and accordingly undertakes to comply with all the FICA requirements as set out in Schedule "7" annexed hereto within 7 (seven) days from date of acceptance of this Agreement by the Seller and to supply the attorneys all information and documentation required by the attorneys to enable the attorneys to fulfil their obligations in terms of FICA.

Transfer. 11.1 Transfer This Agreement and all of the Purchaser’s rights and obligations hereunder (including the Purchaser’s obligation to purchase the Forward Purchase Units) may be transferred or assigned, at any time and from time to time, in whole or in part, to one or more affiliates of the Purchaser (each such transferee, a “Transferee”). Upon any such assignment: (i) the applicable Transferee shall not execute a signature page to this Agreement, substantially in the form of Exhibit A hereto (the “Joinder Agreement”), which shall reflect the number of Forward Purchase Units to be passed purchased by such Transferee (the “Transferee Securities”), and, upon such execution, such Transferee shall have all the same rights and obligations of the Purchaser hereunder with respect to the PurchaserTransferee Securities, notwithstanding anything and references herein to the contrary herein contained“Purchaser” shall be deemed to refer to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided, until such time as the total Purchase Price that any representations, warranties, covenants and all other amounts for which agreements of the Purchaser may be liable in terms hereto, have been paid and/or payment thereof has been secured as herein provided. 11.2 Transfer of the Property and any such Transferee shall be passed by the Seller‘s attorneys several and not joint and shall be made as soon as possible after date of acceptance, providing to the Purchaser has complied with or any such Transferee, as applicable, as to itself only; and (ii) upon a Transferee’s execution and delivery of a Joinder Agreement, the provisions number of the aforementioned sub- clause. 11.3 The Purchaser hereby specifically authorises and agrees Forward Purchase Units to the attorneys mentioned in Schedule “1”, to prepare and complete, from information provided be purchased by the Purchaser herein, a transfer duty form required hereunder shall be reduced by the SARS for total number of Forward Purchase Units to be purchased by the clearance of the Property for transfer; and specifically authorises and agrees applicable Transferee pursuant to the said attorneys on behalf applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser and the Company amending Schedule A to this Agreement to reflect each transfer, and the Purchaser shall be fully and unconditionally released from its obligation to purchase such Transferee Securities hereunder. For the avoidance of doubt, this Agreement need not be amended and restated in its entirety, but only Schedule A needs be so amended and updated and executed by each of the Purchaser signing and submitting such form to SARS for which preparation, completion, signature and submission this Agreement shall be sufficient authority. 11.4 Transfer of the Property shall be effected by Company upon the attorneys mentioned in Schedule “1” and all expenses of and incidental to the preparation and registration of transfer, the conveyancing fees, disbursements and VAT (if applicable), in respect of such transfer, shall be borne by the Purchaser including all expenses and legal costs incidental to the preparation and registration occurrence of any mortgage bond to finance institution approving the financesuch transfer of Transferee Securities. 11.5 In the event of the Purchaser failing to comply within 7 (seven) days of being requested by the said Attorneys, to furnish them with signed documents or documentation of whatever nature necessary for effecting transfer, or where applicable to ensure that the mortgage bond documentation or ancillary documentation is satisfactorily completed (and the widest possible interpretation shall be used in respect of the terms hereof), then ipso facto on the 8th (eighth) day after such request, the Purchaser shall pay to the Seller penalty interest, at the rate of 2% (two percentum) above prime, calculated from the said 8th (eighth) day until the date of transfer, (both days inclusive). 11.6 The Purchaser acknowledges and accordingly undertakes to comply with all the FICA requirements as set out in Schedule "7" annexed hereto within 7 (seven) days from date of acceptance of this Agreement by the Seller and to supply the attorneys all information and documentation required by the attorneys to enable the attorneys to fulfil their obligations in terms of FICA.

Transfer. 11.1 Transfer The Warrants and the Warrant Stock shall be freely transferable, subject to compliance with this Section 3.1 and all applicable laws, including, but not limited to the Securities Act. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be passed registered for resale under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock as the case may be, at the cost of Holder or transferee, furnish to the Purchaser, notwithstanding anything Company a written opinion of counsel that is reasonably acceptable to the contrary herein containedCompany to the effect that such transfer may be made without registration under the Securities Act and any applicable state law, until such time (ii) that the Holder or transferee execute and deliver to the Company an investment representation letter in form and substance acceptable to the Company and substantially in the form attached as Exhibit C hereto and (iii) that the total Purchase Price transferee be an “accredited investor” as defined in Rule 501 (a) promulgated under the Securities Act. Transfer of this Warrant and all other amounts for which rights hereunder, in whole or in part, in accordance with the Purchaser may foregoing provisions, shall be liable in terms hereto, have been paid and/or payment thereof has been secured as herein provided. 11.2 Transfer registered on the books of the Property shall Company to be passed maintained for such purpose, upon surrender of this Warrant at the principal office of the Company referred to in Section 2.1 or the office or agency designated by the Seller‘s attorneys Company as soon as possible after date provided herein, together with a written assignment of acceptance, providing this Warrant substantially in the Purchaser has complied with the provisions form of the aforementioned sub- clause. 11.3 The Purchaser hereby specifically authorises and agrees to the attorneys mentioned in Schedule “1”, to prepare and complete, from information provided Exhibit B hereto duly executed by the Purchaser herein, a Holder or its agent or attorney and funds sufficient to pay any transfer duty form required by taxes payable upon the SARS for the clearance of the Property for transfer; and specifically authorises and agrees to the said attorneys on behalf of the Purchaser signing and submitting such form to SARS for which preparation, completion, signature and submission this Agreement shall be sufficient authority. 11.4 Transfer of the Property shall be effected by the attorneys mentioned in Schedule “1” and all expenses of and incidental to the preparation and registration of transfer, the conveyancing fees, disbursements and VAT (if applicable), in respect making of such transfer. Upon such surrender and, if required, such payment, the Company shall be borne by execute and deliver a new Warrant or Warrants in the Purchaser including all expenses name of the assignee or assignees and legal costs incidental in the denomination specified in such instrument of assignment, and shall issue to the preparation assignor a new Warrant evidencing the portion of this Warrant not so assigned, and registration this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of any mortgage bond to finance institution approving this Section 3.1, the finance. 11.5 In Warrant may be exercised by a new Holder for the event purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Purchaser failing to comply within 7 (seven) days Company. In connection with any transfer of being requested by this Warrant or the said Attorneys, to furnish them with signed documents or documentation of whatever nature necessary for effecting transfer, or where applicable to ensure that the mortgage bond documentation or ancillary documentation is satisfactorily completed (and the widest possible interpretation shall be used in respect resale of the terms hereof), then ipso facto on the 8th (eighth) day after such requestWarrant Stock pursuant to Rule 144 or other than pursuant to an effective registration statement, the Purchaser Holder or transferee shall pay to compensate the Seller penalty interest, at the rate of 2% (two percentum) above prime, calculated from the said 8th (eighth) day until the date of transfer, (both days inclusive)Company for its reasonable expenses incurred in connection with effectuating such transfer or resale. 11.6 The Purchaser acknowledges and accordingly undertakes to comply with all the FICA requirements as set out in Schedule "7" annexed hereto within 7 (seven) days from date of acceptance of this Agreement by the Seller and to supply the attorneys all information and documentation required by the attorneys to enable the attorneys to fulfil their obligations in terms of FICA.

Transfer. 11.1 Transfer Buyer shall have the right to assign its rights and delegate its obligations hereunder with respect to any portion of this Transaction, subject to Seller’s consent, such consent not to be unreasonably withheld; provided that such assignment or transfer shall be subject to receipt by Seller of opinions and documents reasonably satisfactory to Seller and effected on terms reasonably satisfactory to the Seller with respect to any legal and regulatory requirements relevant to the Seller; provided further that Buyer shall not be passed released from its obligation to deliver a Exercise Notice. If, as determined in Seller’s sole discretion, (i) its “beneficial ownership” (within the Purchaser, notwithstanding anything to the contrary herein contained, until such time as the total Purchase Price and all other amounts for which the Purchaser may be liable in terms hereto, have been paid and/or payment thereof has been secured as herein provided. 11.2 Transfer meaning of Section 13 of the Property shall Exchange Act and rules promulgated thereunder) could be passed deemed to exceed 8% of Counterparty’s outstanding Shares or (ii) the quotient of (x) the product of (a) the Number of Options and (b) the Option Entitlement divided by (y) the Seller‘s attorneys number of Counterparty’s outstanding Shares (such quotient expressed as soon a percentage, the “Option Equity Percentage”) exceeds 9%, Seller may, without Counterparty’s consent, transfer or assign all or any part of its rights or obligations under this Transaction to reduce such “beneficial ownership” to 7.5% or such Option Equity Percentage to 8.5% to any third party with a rating for its (or, if applicable, its Credit Support Provider’s) long term, unsecured and unsubordinated indebtedness of A- or better by Standard & Poor’s Ratings Service or its successor (“S&P”), or A3 or better by M▇▇▇▇’▇ Investors Service (“Moody’s”) or, if either S&P or Moody’s ceases to rate such debt, at least an equivalent rating or better by a substitute rating agency mutually agreed by Company and Seller. If after Seller’s commercially reasonable efforts, Seller is unable to effect such a transfer or assignment on pricing terms reasonably acceptable to Seller and within a time period reasonably acceptable to Seller of a sufficient number of Options to reduce (i) Seller’s “beneficial ownership” (within the meaning of Section 13 of the Exchange Act and rules promulgated thereunder) to 7.5% of Counterparty’s outstanding Shares or less or (ii) the Option Equity Percentage to 8.5% or less, Seller may designate any Exchange Business Day as possible after date an Early Termination Date with respect to a portion (the “Terminated Portion”) of acceptancethis Transaction, providing such that (i) its “beneficial ownership” following such partial termination will be equal to or less than 7.5% or (ii) the Purchaser has complied Option Equity Percentage following such partial termination will be equal to or less than 8.5%. In the event that Seller so designates an Early Termination Date with respect to a portion of this Transaction, the provisions set forth above under paragraph 4 of “Additional Agreements, Representations and Covenants of Buyer, Etc.” shall apply in lieu of Section 6(d)(ii) and 6(e) of the aforementioned sub- clause. 11.3 The Purchaser hereby specifically authorises and agrees to the attorneys mentioned in Schedule “1”, to prepare and complete, from information provided by the Purchaser herein, a transfer duty form required by the SARS for the clearance of the Property for transfer; and specifically authorises and agrees to the said attorneys on behalf of the Purchaser signing and submitting such form to SARS for which preparation, completion, signature and submission this Agreement shall be sufficient authority. 11.4 Transfer of the Property shall be effected by the attorneys mentioned in Schedule “1” and all expenses of and incidental to the preparation and registration of transfer, the conveyancing fees, disbursements and VAT as if (if applicable), i) an Early Termination Date had been designated in respect of such transfer, shall be borne by the Purchaser including all expenses a Transaction having terms identical to this Transaction and legal costs incidental a Number of Options equal to the preparation Terminated Portion and registration (ii) such Transaction were the only Terminated Transaction. In circumstances in which the foregoing provisions relating to Seller’s right to transfer or assign its rights or obligations under the Transaction are not applicable, Seller may transfer any of any mortgage bond to finance institution approving its rights or delegate its obligations under this Transaction with the financeprior written consent of Buyer, which consent shall not be unreasonably withheld. 11.5 In the event of the Purchaser failing to comply within 7 (seven) days of being requested by the said Attorneys, to furnish them with signed documents or documentation of whatever nature necessary for effecting transfer, or where applicable to ensure that the mortgage bond documentation or ancillary documentation is satisfactorily completed (and the widest possible interpretation shall be used in respect of the terms hereof), then ipso facto on the 8th (eighth) day after such request, the Purchaser shall pay to the Seller penalty interest, at the rate of 2% (two percentum) above prime, calculated from the said 8th (eighth) day until the date of transfer, (both days inclusive). 11.6 The Purchaser acknowledges and accordingly undertakes to comply with all the FICA requirements as set out in Schedule "7" annexed hereto within 7 (seven) days from date of acceptance of this Agreement by the Seller and to supply the attorneys all information and documentation required by the attorneys to enable the attorneys to fulfil their obligations in terms of FICA.

Transfer. 11.1 Transfer 8.1 The Conveyancers shall not be passed to the Purchaser, notwithstanding anything to the contrary herein contained, until such time as the total Purchase Price and all other amounts for which the Purchaser may be liable in terms hereto, have been paid and/or payment thereof has been secured as herein provided. 11.2 Transfer pass transfer of the Property shall be passed by to the Seller‘s attorneys Purchaser as soon as possible is reasonably practicable after date of acceptancethe Approval Date, providing provided the Purchaser has complied with secured the provisions payment of the aforementioned sub- clausepurchase price, paid the transfer costs and any occupational rental and/or levies and/or other charges due prior to transfer, or has secured payment to the reasonable satisfaction of the Seller. 11.3 8.2 The Purchaser hereby specifically authorises and agrees to the attorneys mentioned in Schedule “1”shall, to prepare and complete, from information provided by the Purchaser herein, a transfer duty form required by the SARS for the clearance of the Property for transfer; and specifically authorises and agrees to the said attorneys on behalf of the Purchaser signing and submitting such form to SARS for which preparation, completion, signature and submission this Agreement shall be sufficient authority. 11.4 Transfer of the Property shall be effected by the attorneys mentioned in Schedule “1” and all expenses of and incidental to the preparation and registration of transfer, the conveyancing fees, disbursements and VAT (if applicable), in respect of such transfer, shall be borne by the Purchaser including all expenses and legal costs incidental to the preparation and registration of any mortgage bond to finance institution approving the finance. 11.5 In the event of the Purchaser failing to comply within 7 (seven) days of being requested called upon to do so by the said AttorneysConveyancers: - 8.2.1 pay to the Conveyancers all costs and disbursements incidental to the passing of transfer to the Purchaser, including bond costs, bank charges, and a pro rata share of the rates and levies; and 8.2.2 furnish all necessary information and documentation and sign all such documentation as is required to furnish them with signed documents or documentation prepare for and effect registration of whatever transfer into the name of the Purchaser. 8.3 No liability of any nature necessary for whatsoever shall attach to the Seller arising out of any delays in effecting transfertransfer of the Property to the Purchaser. 8.4 The Purchaser shall be obliged to accept transfer of the Property subject, inter alia, to: - 8.4.1 the conditions, reservations and servitudes which burden the Property; 8.4.2 any change in the description of the Property; 8.4.3 a condition registered against the title deed to the Property to the effect that the Property, or where applicable to ensure any portion thereof or interest therein shall not be alienated, leased or transferred without the written consent of the Association first having been obtained (provided that the Association’s consent shall not be required for the first transfer of any property from the Seller nor for the simultaneous mortgage bond documentation or ancillary documentation is satisfactorily completed (of any such property). 8.4.4 the conditions in favour of the Seller and the widest possible interpretation Association as set out in this Contract as the Seller may in its sole discretion require and in such form as the Registrar of Deeds may permit. 8.5 It is recorded that in order to effect transfer of the Property, the Conveyancers shall be used required to lodge, inter alia, a transfer duty exemption certificate issues by the South African Revenue Services (“SARS”) with the Deeds Registry. It is further recorded that SARS have adopted a policy of not issuing the aforesaid certificate in the event of any party to the transaction in question being in arrears with the payment of any amount s SARS believes is due to it or otherwise not being in compliance with Tax Laws. Should SARS refuse to issue a transfer duty exemption certificate in respect of the sale of the Property, in terms hereof)of this contract, due to the fact that the Purchaser is in arrears with any payments to SARS or has otherwise not complied with any Tax Laws, then ipso facto on the 8th (eighth) day after such requestin that event, the Purchaser shall pay be deemed to be in breach of the Contract of Sale and the Seller shall be entitled to cancel this Contract should the Purchaser not rectify such breach as contemplated in clause 20 of the Conditions of Sale. Further, should there be any delay in the issue of the aforesaid transfer duty exemption certificate by SARS for either of the aforesaid reasons, then in that event, the Purchaser shall be deemed to be delaying the registration of transfer which shall entitle the Seller to claim ▇▇▇▇ interest as contemplated in clause 21 of the Conditions of Sale. 8.6 The Purchaser acknowledges that: 8.6.1 The documentation necessary to effect transfer of the Property to the Purchaser may be lodged with the Deeds Registry as part of a set including the transfer of other properties and that no documentation in the set, including the documentation relating to the transfer of the Property, can be withdrawn from the Deeds Registry without the entire set being withdrawn; 8.6.2 If it becomes necessary to withdraw the aforesaid set from the Deeds Registry, due to the fact that the Purchaser has not complied with all its obligations under this Contract, the Seller shall suffer damages, including but in no way limited to the loss if interest that would have accrued to the Seller penalty intereston the purchase price of the properties in the set, at from date of the rate withdrawal of 2% (two percentum) above prime, calculated from the said 8th (eighth) day set until the date of transfer, its relodgement and registration; 8.6.3 The Seller shall be entitled to recover from the Purchaser all damages the Seller may have suffered (both days inclusive). 11.6 The Purchaser acknowledges including the aforesaid interest) as a result of the aforesaid set having to be withdrawn and accordingly undertakes all transfers in the set having been delayed by virtue of the Purchaser’s failure to comply with all the FICA requirements as set out in Schedule "7" annexed hereto within 7 (seven) days from date of acceptance provisions of this Agreement by the Seller and to supply the attorneys all information and documentation required by the attorneys to enable the attorneys to fulfil their obligations in terms of FICAContract.

Transfer. 11.1 Transfer This Agreement and all of the Purchaser’s rights and obligations hereunder (including the Purchaser’s obligation to purchase the Forward Purchase Units) may be transferred or assigned, at any time and from time to time, in whole or in part, to (i) one or more third parties (each such transferee, a “Transferee”), subject to prior written consent of the Company or (ii) any affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933 as amended) of the Purchaser without written consent of the Company or the Sponsor. Upon any such assignment: (a) the applicable Transferee shall not execute a signature page to this Agreement, substantially in the form of the Purchaser’s signature page hereto (the “Joinder Agreement”), which shall reflect the number of Forward Purchase Shares and Forward Purchase Warrants to be passed purchased by such Transferee (the “Transferee Securities”), and, upon such execution, such Transferee shall have all the same rights and obligations of the Purchaser hereunder with respect to the PurchaserTransferee Securities, notwithstanding anything and references herein to the contrary herein contained“Purchaser” shall be deemed to refer to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided, until such time as the total Purchase Price that any representations, warranties, covenants and all other amounts for which agreements of the Purchaser may be liable in terms hereto, have been paid and/or payment thereof has been secured as herein provided. 11.2 Transfer of the Property and any such Transferee shall be passed by the Seller‘s attorneys several and not joint and shall be made as soon as possible after date of acceptance, providing to the Purchaser has complied with or any such Transferee, as applicable, as to itself only; and (b) upon a Transferee’s execution and delivery of a Joinder Agreement, the provisions number of the aforementioned sub- clause. 11.3 The Purchaser hereby specifically authorises Forward Purchase Shares and agrees Forward Purchase Warrants to the attorneys mentioned in Schedule “1”, to prepare and complete, from information provided be purchased by the Purchaser herein, a transfer duty form required hereunder shall be reduced by the SARS for total number of Forward Purchase Shares and Forward Purchase Warrants to be purchased by the clearance of the Property for transfer; and specifically authorises and agrees applicable Transferee pursuant to the said attorneys applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser and the Company amending the “Number of Forward Purchase Shares”, “Number of Forward Purchase Warrants”, and “Aggregate Purchase Price for Forward Purchase Units” on behalf the Purchaser’s signature page hereto to reflect such reduced number of Forward Purchase Units, and the Purchaser shall be fully and unconditionally released from its obligation to purchase such Transferee Securities hereunder. For the avoidance of doubt, this Agreement need not be amended and restated in its entirety, but only the Purchaser’s signature page hereto need be so amended and updated and executed by each of the Purchaser signing and submitting such form to SARS for which preparation, completion, signature and submission this Agreement shall be sufficient authority. 11.4 Transfer of the Property shall be effected by Company upon the attorneys mentioned in Schedule “1” and all expenses of and incidental to the preparation and registration of transfer, the conveyancing fees, disbursements and VAT (if applicable), in respect of such transfer, shall be borne by the Purchaser including all expenses and legal costs incidental to the preparation and registration occurrence of any mortgage bond to finance institution approving the financesuch transfer of Transferee Securities. 11.5 In the event of the Purchaser failing to comply within 7 (seven) days of being requested by the said Attorneys, to furnish them with signed documents or documentation of whatever nature necessary for effecting transfer, or where applicable to ensure that the mortgage bond documentation or ancillary documentation is satisfactorily completed (and the widest possible interpretation shall be used in respect of the terms hereof), then ipso facto on the 8th (eighth) day after such request, the Purchaser shall pay to the Seller penalty interest, at the rate of 2% (two percentum) above prime, calculated from the said 8th (eighth) day until the date of transfer, (both days inclusive). 11.6 The Purchaser acknowledges and accordingly undertakes to comply with all the FICA requirements as set out in Schedule "7" annexed hereto within 7 (seven) days from date of acceptance of this Agreement by the Seller and to supply the attorneys all information and documentation required by the attorneys to enable the attorneys to fulfil their obligations in terms of FICA.

Transfer. 11.1 8.1. Transfer shall not be passed to the Purchaser, notwithstanding anything to the contrary herein contained, until such time as the total Purchase Price and all other amounts amounts, such as the whole of the deposit amount including the agreed commission amount plus 15% VAT including the transferring attorney’s fees and disbursement, for which the Purchaser may be liable in terms hereto, have been paid and/or payment thereof has been secured as herein provided. 11.2 8.2. Transfer of the Property Sale Object shall be passed by the Seller‘s transferring attorneys as soon as possible after date of acceptance, providing the Purchaser has complied with the provisions of the aforementioned sub- clauseclause 8.1 above. 11.3 8.3. The Purchaser hereby specifically authorises and agrees to the transferring attorneys mentioned in Schedule “12”, to prepare and complete, from information provided by the Purchaser herein, a transfer duty form required by the SARS for the clearance of the Property Sale Object for transfer; and specifically authorises and agrees to the said attorneys on behalf of the Purchaser signing and submitting such form to SARS for which preparation, completion, signature and submission this Agreement shall be sufficient authority. 11.4 8.4. Transfer of the Property Sale Object shall be effected by the transferring attorneys as mentioned in Schedule “12” and all expenses of and incidental to the preparation and registration of transfer, the conveyancing fees, disbursements and VAT (if applicable), in respect of such transfer, shall be borne by the Purchaser including all expenses and legal costs incidental to the preparation and registration of any mortgage bond bond, if applicable, to finance institution approving the financefinance as well as the nominated bond attorneys. 11.5 8.5. In the event of the Purchaser failing to comply within 7 (seven) days of being requested by the said Attorneystransferring attorneys, to furnish them with signed documents or documentation of whatever nature necessary for effecting transfer, or where applicable to ensure that the mortgage bond documentation or ancillary documentation is satisfactorily completed (and the widest possible interpretation shall be used in respect of the terms hereof), then ipso facto on the 8th (eighth) day after such request, the Agent will be mandated to signed any al all documentation necessary on behalf of the Purchaser, to ensure the transfer of Sale Object into the name of the Purchaser. The Purchaser shall pay will forthwith and as a result of his/her/its failure, become liable to the Seller in respect of penalty interestinterest on any amount outstanding (at the time applicable), at the rate of 202% (two percentumpercent) above prime, calculated from the said 8th (eighth) day until the date of transfer, (both days inclusive). 11.6 8.6. The Purchaser acknowledges and accordingly undertakes to comply with all the FICA requirements requirements, as set out in Schedule "7" annexed hereto requested from it by the transferring attorneys within 7 (seven) days from date of acceptance of this Agreement by the Seller and to supply the transferring attorneys all information and documentation required by the attorneys them to enable the attorneys them to fulfil their obligations in terms of FICA. 8.7. The Seller herewith irrevocably appoints and instructs the agent (or its duly authorised and/or nominated representative) to do all things and sign all things necessary, to obtain the Certificate of Compliance (‘COC’) and municipal rates clearance certificate which may include the appointment and payment of a qualified electrician of its choice and the payment for all outstanding municipal rates with the local municipal council (‘the advance payments’), should the Seller fail to, within reasonable notice, to make payment of the advance payments. These advanced payments made by the agent (or its authorised representative) may attract an interest calculated at Repo Rate plus 21% per annum payable from the date of payment made of the advanced payments to the date of final payment thereof. The Parties agree and confirm that the advance payments may be deducted from the Purchase Price and instructs the transferring attorneys to pay the advance payments to the agent (or its authorised representative) from the Purchaser Price before the balance of the Purchase Price is paid to the Seller after registration of transfer in the name of the Purchaser.

Transfer. 11.1 8.1. Transfer shall not be passed to the Purchaser, notwithstanding anything to the contrary herein contained, until such time as the total Purchase Price and all other amounts amounts, such as the whole of the deposit amount including the agreed commission amount plus 15% VAT including the transferring attorney’s fees and disbursement, for which the Purchaser may be liable in terms hereto, have been paid and/or payment thereof has been secured as herein provided. 11.2 8.2. Transfer of the Property Sale Object shall be passed by the Seller‘s transferring attorneys as soon as possible after date of acceptance, providing the Purchaser has complied with the provisions of the aforementioned sub- clauseclause 8.1 above. 11.3 8.3. The Purchaser hereby specifically authorises and agrees to the transferring attorneys mentioned in Schedule “12”, to prepare and complete, from information provided by the Purchaser herein, a transfer duty form required by the SARS for the clearance of the Property Sale Object for transfer; and specifically authorises and agrees to the said attorneys on behalf of the Purchaser signing and submitting such form to SARS for which preparation, completion, signature and submission this Agreement shall be sufficient authority. 11.4 8.4. Transfer of the Property Sale Object shall be effected by the transferring attorneys as mentioned in Schedule “12” and all expenses of and incidental to the preparation and registration of transfer, the conveyancing fees, disbursements and VAT (if applicable), in respect of such transfer, shall be borne by the Purchaser including all expenses and legal costs incidental to the preparation and registration of any mortgage bond bond, if applicable, to finance institution approving the financefinance as well as the nominated bond attorneys. 11.5 8.5. In the event of the Purchaser failing to comply within 7 (seven) days of being requested by the said Attorneystransferring attorneys, to furnish them with signed documents or documentation of whatever nature necessary for effecting transfer, or where applicable to ensure that the mortgage bond documentation or ancillary documentation is satisfactorily completed (and the widest possible interpretation shall be used in respect of the terms hereof), then ipso facto on the 8th (eighth) day after such request, the Agent will be mandated to signed any al all documentation necessary on behalf of the Purchaser, to ensure the transfer of Sale Object into the name of the Purchaser. The Purchaser shall pay will forthwith and as a result of his/her/its failure, become liable to the Seller in respect of penalty interestinterest on any amount outstanding (at the time applicable), at the rate of 202% (two percentumpercent) above prime, calculated from the said 8th (eighth) day until the date of transfer, (both days inclusive). 11.6 8.6. The Purchaser acknowledges and accordingly undertakes to comply with all the FICA requirements requirements, as set out in Schedule "7" annexed hereto requested from it by the transferring attorneys within 7 (seven) days from date of acceptance of this Agreement by the Seller and to supply the transferring attorneys all information and documentation required by the attorneys them to enable the attorneys them to fulfil their obligations in terms of FICA. 8.7. The Seller herewith irrevocably appoints and instructs the agent (or its duly authorised and/or nominated representative) to do all things and sign all things necessary, to obtain the Certificate of Compliance (‘COC’) and municipal rates clearance certificate which may include the appointment and payment of a qualified electrician of its choice and the payment for all outstanding municipal rates with the local municipal council (‘the advance payments’), should the Seller fail to, within reasonable notice, to make payment of the advance payments. These advanced payments made by the agent (or its authorised representative) may attract an interest calculated at Repo Rate plus 21% per annum payable from the date of payment made of the advanced payments to the date of final payment thereof. The Parties agree and confirm that the advance payments may be deducted from the Purchase Price and instructs the transferring attorneys to pay the advance payments to the agent (or its authorised representative) from the Purchaser Price before the balance of the Purchase Price is paid to the Seller after registration of transfer in the name of the Purchaser.

Transfer. 11.1 Transfer shall not be passed to the Purchaser, notwithstanding anything to the contrary herein contained, until such time as the total Purchase Price and all other amounts for which the Purchaser may be liable in terms hereto, have been paid and/or payment thereof has been secured as herein provided. 11.2 10.1 Transfer of the Property shall be passed attended to by the Seller‘s attorneys Conveyancers. 10.2 The Purchaser shall immediately upon request by the Conveyancers do all such things and furnish them with all necessary information and documentation, and sign all such documentation as soon as possible after date is required to prepare for and effect registration of acceptance, providing transfer into the Purchaser has complied with the provisions name of the aforementioned sub- clausePurchaser. 11.3 The Purchaser hereby specifically authorises 10.3 All conveyancing fees and agrees to the attorneys mentioned in Schedule “1”, to prepare and complete, from information provided by the Purchaser herein, a transfer duty form required by the SARS for the clearance of the Property for transfer; and specifically authorises and agrees to the said attorneys on behalf of the Purchaser signing and submitting such form to SARS for which preparation, completion, signature and submission this Agreement shall be sufficient authority. 11.4 Transfer of the Property shall be effected by the attorneys mentioned in Schedule “1” and all expenses of and disbursements incidental to the preparation and registration of transfertransfer to and bonds by the Purchaser, occupational rent, and a pro rata share of the conveyancing fees, disbursements rates and VAT (if applicable), in respect of such transferlevies, shall be borne paid by the Purchaser including all expenses and legal costs incidental to the preparation Conveyancers immediately upon request. 10.4 The Purchaser acknowledges that: 10.4.1 he is aware that in order for the sale to proceed a tax clearance is required from SARS. The Purchaser warrants that all income tax and all VAT obligations are current and undertakes to the best of his ability immediately to provide upon request by SARS, all information, other documentation which may be required by them in order to enable them to issue a tax clearance certificate and to facilitate prompt issue of the transfer duty exemption receipt; 10.4.2 a valid query by SARS regarding the Purchaser’s tax affairs and a failure to comply with the request by the Conveyancers to furnish information or documentation required by them or to sign conveyancing documents, or to pay conveyancing costs upon request; shall constitute a breach by the Purchaser of his obligations and shall entitle the Seller to give notice in terms of Clauses 13 and/or 14 hereof; 10.4.3 he shall not be entitled to transfer of the Property until the whole of the purchase price, costs, interest and other charges have been paid or secured to the Conveyancers' satisfaction; 10.4.4 upon registration of any mortgage bond to finance institution approving the finance. 11.5 In the event of the Purchaser failing to comply within 7 (seven) days of being requested by the said Attorneys, to furnish them with signed documents or documentation of whatever nature necessary for effecting transfer, or where applicable to ensure that the mortgage bond documentation or ancillary documentation is satisfactorily completed (and the widest possible interpretation shall be used an adjustment in respect of the parties' liability in respect of occupational interest, levies, rates and other charges relating to the Property, shall be made by the Conveyancers; 10.4.5 the documentation necessary to effect registration of transfer may be lodged in the Deeds Registry as part of a set, including the transfer of other sections in the Scheme, and that no documentation in that set, including the documentation relating to the transfer of the Property, can be withdrawn from the Deeds Registry without the entire set being withdrawn. If it becomes necessary to withdraw the aforesaid set from the Deeds Registry, due to the fact that the Purchaser has not complied with his obligations in terms hereof), then ipso facto on of the 8th (eighth) day after such requestContract, the Purchaser Seller shall pay suffer damages, including, but in no way limited to the loss of interest that it would have accrued to the Seller penalty intereston the accumulative purchase price of the properties in the set, at the rate of 2% (two percentum) above prime, calculated from the said 8th (eighth) day date of withdrawal of the set until the date of transfer, its re-lodgement and subsequent registration. The Seller shall be entitled to recover from the Purchaser all damages which the Seller may have suffered (both days inclusive). 11.6 The Purchaser acknowledges including the aforesaid interest) as a result of the aforesaid set having to be withdrawn and accordingly undertakes all transfers in the set having been delayed by virtue of the Purchasers failure to comply with all the FICA requirements as set out in Schedule "7" annexed hereto within 7 (seven) days from date provisions of acceptance of this Agreement by the Seller and to supply the attorneys all information and documentation required by the attorneys to enable the attorneys to fulfil their obligations in terms of FICAContract.

Transfer. 11.1 Transfer shall not be passed to the Purchaser, notwithstanding anything to the contrary herein contained, until such time as the total Purchase Price and all other amounts for which the Purchaser may be liable in terms hereto, have been paid and/or payment thereof has been secured as herein provided. 11.2 5.1 Transfer of the Property shall, subject to the provisions of clause 2, be effected by the Conveyancers, only after: 5.1.1 the Conditions Precedent and/or Suspensive Conditions (as far as they are applicable) are compiled or waived; and 5.1.2 the Purchaser has complied with clauses 3.2.1 and 0; and 5.1.3 the Architects confirmed the completion of the Unit as contemplated in clause 1.2.9. 5.2 Transfer shall be passed by the Seller‘s attorneys Conveyancers and shall be given and taken by the Purchaser on the Estimated Transfer Date, or as soon as reasonably possible after date of acceptancethereto, providing subject to the Purchaser has having complied with the provisions of the aforementioned sub- clause. 11.3 The Purchaser hereby specifically authorises and agrees to the attorneys mentioned in Schedule “1”, to prepare and complete, from information provided by the Purchaser herein, a transfer duty form required by the SARS for the clearance of the Property for transfer; and specifically authorises and agrees to the said attorneys on behalf of the Purchaser signing and submitting such form to SARS for which preparation, completion, signature and submission this Agreement shall be sufficient authority. 11.4 Transfer of the Property shall be effected by the attorneys mentioned in Schedule “1” and all expenses of and incidental to the preparation and registration of transfer, the conveyancing fees, disbursements and VAT (if applicable), in respect of such transfer, shall be borne by the Purchaser including all expenses and legal costs incidental to the preparation and registration of any mortgage bond to finance institution approving the finance. 11.5 In the event of the Purchaser failing to comply within 7 (seven) days of being requested by the said Attorneys, to furnish them with signed documents or documentation of whatever nature necessary for effecting transfer, or where applicable to ensure that the mortgage bond documentation or ancillary documentation is satisfactorily completed (and the widest possible interpretation shall be used in respect of the terms hereof), then ipso facto on the 8th (eighth) day after such request, the Purchaser shall pay to the Seller penalty interest, at the rate of 2% (two percentum) above prime, calculated from the said 8th (eighth) day until the date of transfer, (both days inclusive). 11.6 The Purchaser acknowledges and accordingly undertakes to comply with all the FICA requirements as set out in Schedule "7" annexed hereto within 7 (seven) days from date of acceptance of this Agreement by the Seller and to supply the attorneys all information and documentation required by the attorneys to enable the attorneys to fulfil their his/her/its obligations in terms of FICAthis Agreement. 5.3 The Purchaser acknowledges that the Estimated Transfer Date is only an estimated date and in this regard: 5.3.1 If the Seller, for any reason whatsoever, is unable to effect the registration of transfer of the Unit to the Purchaser, before the Estimated Transfer Date, the Seller shall notify the Purchaser, in writing of such fact at least 30 (thirty) days before the Estimated Transfer Date and specify in such notice the later date on which it expect to be able to effect the aforesaid transfer; provided that in the event the Seller fails to effect the said transfer within a period of 6 (six) months after the Estimated Transfer Date, the Purchaser will be entitled to cancel this Agreement by addressing written notice to such effect to the Seller; 5.3.2 the Purchaser accordingly shall have no claim of whatsoever nature, whether for cancellation of the Agreement or for damages against the Seller, if the registration of transfer of the Unit to the Purchaser does not take place before the Estimated Transfer Date or any period of extension thereafter or within the of 6 (six) months period contemplated above. 5.4 The Seller shall be responsible to pay on demand to the Conveyancers all costs of transfer and all costs directly or indirectly occasioned by the transfer of the Property into the Purchaser’s name. 5.5 The Purchaser shall be responsible for and shall pay forthwith on demand: 5.5.1 All cost, fees and disbursement for purposes of the registration of a mortgage bond over the Property if the Purchaser elects to finance the Purchase Price or a portion thereof. 5.6 The Purchaser shall sign all transfer documents to give effect to the Agreement at the offices of the Conveyancers within 5 (five) business days of being called upon to do so.

Transfer. 11.1 Transfer (a) Subject to the provisions of paragraph (f) below and Article XI of the Securities Purchase Agreement, this Warrant and all rights hereunder are transferable by the Warrantholder, at any time, and from time to time, on or after January 1, 2004, in whole or in part, with the consent of the Company, which consent shall not be passed unreasonably withheld or delayed, upon surrender of this Warrant with a properly executed assignment at the principal office of the Company at any time on or after the Commencement Date. (b) Any transferee to whom rights hereunder are transferred shall, as a condition to such transfer, deliver to the PurchaserCompany a written instrument by which such transferee agrees to be bound by the obligations imposed upon the Warrantholder under this Warrant to the same extent as if such transferee was the Warrantholder. (c) The Company will maintain a register containing the names and addresses of the Warrantholders of the Warrants. Any Warrantholder may change its or his address as shown on the warrant register by written notice to the Company requesting such change. (d) Until any transfer of this Warrant is made in the warrant register, the Company may treat the Warrantholder as the absolute owner hereof for all purposes; provided, however, that if and when this Warrant is properly assigned in blank, the Company may (but shall not be obligated to) treat the bearer hereof as the absolute owner hereof for all purposes, notwithstanding anything any notice to the contrary herein containedcontrary. (e) This Warrant and the Warrant Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act or (ii) the Company first shall have been furnished with an opinion of legal counsel, until reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act. (f) Each certificate representing Warrant Shares shall bear a legend substantially in the following form: THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, PLEDGED HYPOTECATED, SOLD OR OTHERWISE DISPOSED OF OR OFFERED FOR SALE EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. The foregoing legend shall be removed from the certificates representing any Warrant Shares, at the request of the holder thereof, at such time as they become eligible for resale pursuant to Rule 144(k) under the total Purchase Price and all other amounts for which the Purchaser may be liable in terms hereto, have been paid and/or payment thereof has been secured as herein providedSecurities Act. 11.2 Transfer of the Property shall be passed by the Seller‘s attorneys as soon as possible after date of acceptance, providing the Purchaser has complied with the provisions of the aforementioned sub- clause. 11.3 The Purchaser hereby specifically authorises and agrees to the attorneys mentioned in Schedule “1”, to prepare and complete, from information provided by the Purchaser herein, a transfer duty form required by the SARS for the clearance of the Property for transfer; and specifically authorises and agrees to the said attorneys on behalf of the Purchaser signing and submitting such form to SARS for which preparation, completion, signature and submission this Agreement shall be sufficient authority. 11.4 Transfer of the Property shall be effected by the attorneys mentioned in Schedule “1” and all expenses of and incidental to the preparation and registration of transfer, the conveyancing fees, disbursements and VAT (if applicable), in respect of such transfer, shall be borne by the Purchaser including all expenses and legal costs incidental to the preparation and registration of any mortgage bond to finance institution approving the finance. 11.5 In the event of the Purchaser failing to comply within 7 (seven) days of being requested by the said Attorneys, to furnish them with signed documents or documentation of whatever nature necessary for effecting transfer, or where applicable to ensure that the mortgage bond documentation or ancillary documentation is satisfactorily completed (and the widest possible interpretation shall be used in respect of the terms hereof), then ipso facto on the 8th (eighth) day after such request, the Purchaser shall pay to the Seller penalty interest, at the rate of 2% (two percentum) above prime, calculated from the said 8th (eighth) day until the date of transfer, (both days inclusive). 11.6 The Purchaser acknowledges and accordingly undertakes to comply with all the FICA requirements as set out in Schedule "7" annexed hereto within 7 (seven) days from date of acceptance of this Agreement by the Seller and to supply the attorneys all information and documentation required by the attorneys to enable the attorneys to fulfil their obligations in terms of FICA.

Transfer. 11.1 Transfer shall not be passed to the Purchaser, notwithstanding anything to the contrary herein contained, until such time as the total Purchase Price purchase price and all other amounts for which the Purchaser may be liable in terms hereto, have been paid and/or payment thereof has been secured as herein provided. 11.2 Transfer of the Property shall be passed by the Seller‘s attorneys as soon as possible after date of . acceptance, providing the Purchaser has complied with the provisions of the aforementioned sub- clauseclause 11.1. 11.3 The Purchaser hereby specifically authorises and agrees to the attorneys mentioned in Schedule “1”, to prepare and complete, from information provided by the Purchaser herein, a transfer duty form required by the SARS for the clearance of the Property property for transfer; and specifically authorises and agrees to the said attorneys on behalf of the Purchaser signing and submitting such form to SARS for which preparation, completion, signature and submission this Agreement shall be sufficient authority. 11.4 Transfer of the Property property shall be effected by the attorneys mentioned in Schedule “1” and all expenses of and incidental to the preparation and registration of transfer, the conveyancing fees, disbursements and VAT or transfer duties (if whichever is applicable), in respect of such transfer, shall be borne by the Purchaser including all expenses and legal costs incidental to the preparation and registration of any mortgage bond to finance in favour of the financial institution approving the finance. 11.5 In the event of the Purchaser failing to comply within 7 (seven) days of being requested by the said Attorneys, to furnish them with signed documents or documentation of whatever nature necessary for effecting transfer, or where applicable to ensure that the mortgage bond documentation or ancillary documentation is satisfactorily completed (and the widest possible interpretation shall be used in respect of the terms hereof), then ipso facto on the 8th (eighth) day after such request, the Purchaser shall pay to the Seller penalty interest, at the rate of 2% (two percentum) above prime, calculated from the said 8th (eighth) day until the date of transfer, (both days inclusive). 11.6 The Purchaser acknowledges and accordingly undertakes to comply with all the FICA requirements as set out in Schedule "76" annexed hereto within 7 (seven) days from date of acceptance of this Agreement by the Seller and to supply the attorneys all information and documentation required by the attorneys to enable the attorneys to fulfil their obligations in terms of FICA.

Transfer. 11.1 Transfer shall not It is recorded that it will only be passed possible for the Seller to give transfer of the Unit to the Purchaser, notwithstanding anything to Purchaser upon the contrary herein contained, until such time as opening of the total Purchase Price and all other amounts for which Sectional Title Register in respect of the Purchaser may be liable Development Scheme in terms hereto, have been paid and/or payment thereof has been secured as herein providedof Section 5 of the Act. 11.2 Transfer The Seller accordingly undertakes to use its best endeavours to procure the opening of the Property Sectional Title Register as soon as legally possible and practicable after the registration of transfer. 11.3 Transfer shall be passed by the Seller‘s attorneys Seller’s Attorney and shall be given and taken as soon as possible after date of acceptance, providing the Purchaser has complied with the provisions of the aforementioned sub- clause. 11.3 completion date. The Purchaser hereby specifically authorises and agrees acknowledges that owing to the attorneys mentioned complexities and interrelated steps involved in Schedule “1”, to prepare opening and complete, from information provided by registering the sectional title scheme it is beneficial and in the best interest of the Purchaser herein, a transfer duty form required by the SARS for the clearance of the Property for transfer; and specifically authorises and agrees to that the said attorneys on behalf of the Purchaser signing Seller attend to the registration and submitting such form to SARS for which preparation, completion, signature and submission this Agreement shall be sufficient authoritytransfer. 11.4 Transfer The Purchaser shall accept transfer of the Property shall be effected Unit subject to all conditions and servitudes benefiting or burdening the Unit and the Land whether existing or hereafter imposed by the attorneys mentioned in Schedule “1” Seller and all expenses of and incidental to the preparation and registration of transfer, the conveyancing fees, disbursements and VAT (if applicable), in respect of such transfer, shall be borne by the Purchaser including all expenses and legal costs incidental to the preparation and registration of any mortgage bond to finance institution relevant authorities when approving the financeSectional Title Scheme. 11.5 In the event of there being any difference between the levies payable in respect of any Unit and Exclusive Use Area as may be finally determined by the Body Corporate at its First General Meeting (or by SHOA) from the levies reflected in this Agreement, the Purchaser failing shall nevertheless accept transfer in satisfaction of the Seller’s obligations hereunder. 11.6 The Purchaser shall sign all documents necessary to comply give effect to this Agreement within 7 (seven) days of being requested called upon to do so. 11.7 The Purchaser shall be obliged to accept registration of transfer when same is tendered to it and shall not be entitled to refuse to make payment of all amounts due by the said Attorneys, Purchaser in terms of this Agreement when called upon to furnish them with signed documents or documentation do so and shall not delay the registration of whatever nature necessary transfer for effecting transfer, or where applicable to ensure any reason whatsoever notwithstanding that certain work covered by the mortgage bond documentation or ancillary documentation is satisfactorily completed (and the widest possible interpretation shall be used in respect provisions of the terms hereof), then ipso facto on the 8th (eighth) day after such request, the Purchaser shall pay to the Seller penalty interest, at the rate of 2% (two percentum) above prime, calculated from the said 8th (eighth) day until the date of transfer, (both days inclusive). 11.6 clause 16 have not yet been effected. The Purchaser acknowledges and accordingly undertakes to comply with all that a breach of any of the FICA requirements as set out in Schedule "7" annexed hereto within 7 (seven) days from date of acceptance aforegoing shall constitute a material breach of this Agreement by the Seller and to supply the attorneys all information and documentation required by the attorneys to enable the attorneys to fulfil their obligations in terms of FICAAgreement.

Transfer. 11.1 Transfer shall not be passed to the Purchaser, notwithstanding anything to the contrary herein contained, until such time as the total Purchase Price and all other amounts for which the Purchaser may be liable in terms hereto, have been paid and/or payment thereof has been secured as herein provided. 11.2 Transfer of the Property shall be passed by the Seller‘s attorneys as soon as possible after date of acceptance, providing the Purchaser has complied with the provisions of the aforementioned sub- clause. 11.3 The Purchaser hereby specifically authorises and agrees to the attorneys mentioned in Schedule “1”, to prepare and complete, from information provided by the Purchaser herein, a transfer duty form required by the SARS for the clearance of the Property for transfer; and specifically authorises and agrees to the said attorneys on behalf of the Purchaser signing and submitting such form to SARS for which preparation, completion, signature and submission this Agreement shall be sufficient authority. 11.4 Transfer of the Property shall be effected by the attorneys mentioned in Schedule “1” and all expenses of and incidental to the preparation and registration of transfer, the conveyancing fees, disbursements and VAT (if applicable), in respect of such transfer, shall be borne by the Purchaser including all expenses and legal costs incidental to the preparation and registration of any mortgage bond to finance institution approving the finance. 11.5 In the event of the Purchaser failing to comply within 7 (seven) days of being requested by the said Attorneys, to furnish them with signed documents or documentation of whatever nature necessary for effecting transfer, or where applicable to ensure that the mortgage bond documentation or ancillary documentation is satisfactorily completed (and the widest possible interpretation shall be used in respect of the terms hereof), then ipso facto on the 8th (eighth) day after such request, the Purchaser shall pay to the Seller penalty interest, at the rate of 2% (two percentumpercent) above prime, calculated from the said 8th (eighth) day until the date of transfer, (both days inclusive). 11.6 The Purchaser acknowledges and accordingly undertakes to comply with all the FICA requirements as set out in Schedule "7" annexed hereto within 7 (seven) days from date of acceptance of this Agreement by the Seller and to supply the attorneys all information and documentation required by the attorneys to enable the attorneys to fulfil their obligations in terms of FICA.

Transfer. 11.1 Transfer 7.1 The CONVEYANCERS shall not be passed pass transfer of the PROPERTY to the Purchaser, notwithstanding anything to the contrary herein contained, until such time as the total Purchase Price and all other amounts for which the Purchaser may be liable in terms hereto, have been paid and/or payment thereof has been secured as herein provided. 11.2 Transfer of the Property shall be passed by the Seller‘s attorneys PURCHASER as soon as possible after date of acceptanceis reasonably practicable in the circumstances, providing provided the Purchaser PURCHASER has complied with all his obligations under this AGREEMENT. If transfer becomes possible prior to the provisions anticipated date of transfer recorded in the aforementioned sub- clauseCOVERING SCHEDULE, the PURCHASER shall be obliged to accept such earlier transfer date. 11.3 7.2 The Purchaser hereby specifically authorises and agrees to the attorneys mentioned in Schedule “1”PURCHASER shall, to prepare and complete, from information provided by the Purchaser herein, a transfer duty form required by the SARS for the clearance of the Property for transfer; and specifically authorises and agrees to the said attorneys on behalf of the Purchaser signing and submitting such form to SARS for which preparation, completion, signature and submission this Agreement shall be sufficient authority. 11.4 Transfer of the Property shall be effected by the attorneys mentioned in Schedule “1” and all expenses of and incidental to the preparation and registration of transfer, the conveyancing fees, disbursements and VAT (if applicable), in respect of such transfer, shall be borne by the Purchaser including all expenses and legal costs incidental to the preparation and registration of any mortgage bond to finance institution approving the finance. 11.5 In the event of the Purchaser failing to comply within 7 (seven) days of being requested called upon to do so by the said AttorneysCONVEYANCERS – 7.2.1 pay to the CONVEYANCERS all costs of and incidental to the passing of transfer of the PROPERTY to the PURCHASER, including transfer duty, VAT (if applicable), bond costs, bank charges and all conveyancing fees anddisbursements and; 7.2.2 furnish all such information, sign all such documents and pay all such amounts that may be necessary or required to furnish them with signed documents enable the CONVEYANCERS to pass transfer of the PROPERTY; 7.3 No liability of any nature whatsoever shall attach to the SELLER, ZLR or documentation the ASSOCIATION arising out of whatever nature necessary for any delays in effecting transfertransfer of the PROPERTY to the PURCHASER. 7.4 The PURCHASER shall be obliged to accept transfer of the PROPERTY, inter alia, subject to – 7.4.1 the conditions, reservations and servitudes which burden thePROPERTY; 7.4.2 any change in the description or where applicable numbering of the PROPERTY; 7.4.3 the conditions of title referred to ensure in clause 6 of the AGREEMENT; 7.4.4 a condition registered in favour of the DEVELOPER against the title deed to the PROPERTY to the effect that the mortgage bond documentation PROPERTY or ancillary documentation any part thereof shall not be used for the purposes of a Share Block Scheme under the provisions of the Share Blocks Control Act, Act No. 59/1980, a Time Share Scheme under the provisions of the Property Time- Sharing Control Act 75/1983, a “practical ownership scheme” or any similar such schemes without the prior written consent of the SELLER except in circumstances where the SELLER conducts such a scheme in respect of a UNIT erected on the RESORT; 7.4.5 a condition registered in favour of the SELLER and ASSOCIATION whereby all the functions and powers of the Body Corporate, once established on the PROPERTY, are assigned to theASSOCIATION. 7.5 It is satisfactorily completed (and recorded that in order to effect transfer of the widest possible interpretation PROPERTY, the CONVEYANCERS shall be used required to lodge, inter alia, a Transfer Duty Exemption Certificate, issued by the South African Revenue Services (hereinafter in this paragraphreferred to as “SARS”) with the Deeds Registry. It is further recorded that SARS have adopted a policy of not issuing the aforesaid certificate in the event of any party to the transaction in questions being in arrears with the payment of any amounts SARS believes is due to it or otherwise not being in compliancewith Tax Laws. Should SARS refuse to issue a Transfer Duty Exemption Certificate in respect of the sale of the PROPERTY, in terms hereof)of this AGREEMENT, due to the fact that the PURCHASER is in arrears with any payments to SARS or has otherwise not complied with any Tax Laws, then ipso facto on the 8th (eighth) day after such requestin that event, the Purchaser PURCHASER shall pay be deemed to be in breach of this AGREEMENT and the Seller penalty interest, at SELLER shall be entitled to cancel this AGREEMENT should the rate of 2% (two percentum) above prime, calculated from the said 8th (eighth) day until the date of transfer, (both days inclusive). 11.6 The Purchaser acknowledges and accordingly undertakes to comply with all the FICA requirements as set out in Schedule "7" annexed hereto PURCHASER not rectify such breach within 7 (seven) days of receipt of a notice from date the SELLER calling upon him to remedy such breach (as contemplated in the CONDITIONS OF SALE). Further, should there be any delay in the issue of acceptance the aforesaid Transfer Duty Exemption Certificate by SARS for either of this Agreement by the Seller and aforesaid reasons, then in that event, the PURCHASER shall be deemed to supply be delaying the attorneys all information and documentation required by registration of transfer which shall entitled the attorneys SELLER to enable claimmora interest from the attorneys to fulfil their obligations in terms of FICAPURCHASER as contemplated herein below.

Transfer. 11.1 Transfer (a) During the [***] period following the Effective Date Toray shall provide Acologix with one (1) electronic or paper copy in the English Language of all documents, data or other information Controlled by Toray as of the Effective Date to the extent that such documents, data and information are (i) subject to the Toray Know-How license under Section 5.1; and (ii) reasonably necessary for the Development, Manufacture (subject to Article 6) or Commercialization of the Compound or Products in North America. In particular, Toray shall grant to Acologix the right to access and reference any documents (including but not limited to all INDs and NDAs and other regulatory filings) that are available to Toray and reasonably necessary for the Development or Commercialization of the Compound or Products in North America, whether such documents relate to Development activities in North America or otherwise. Such documentation shall not be passed used by Acologix for any purpose other than Development, Manufacture (subject to Article 6) and Commercialization of the PurchaserCompound and Products in accordance with this Agreement. Toray shall be responsible for the cost of providing one (1) set of copies only. Any and all such materials delivered to Acologix pursuant to this Section 4.2 are and shall remain the property of Toray, notwithstanding provided that all such material shall be treated as being Confidential Information of both Parties, and shall be subject to Acologix’ rights in and to such material as otherwise set forth in this Agreement. If Acologix desires to assume Toray’s existing IND rather than file a separate IND referencing such existing IND, Toray agrees to discuss such assumption in good faith. The Parties agree that, consistent with the exclusive license granted under Section 5.2, during the term in which such license is in effect: (i) Toray shall not undertake any further Development activities in North America (under authority of Toray’s existing IND or otherwise); and (ii) Toray shall not engage or correspond with Regulatory Authorities in North America without prior written approval of Acologix. Toray shall not engage or correspond with the FDA regarding Toray’s existing IND other than as requested or otherwise required by the FDA, and Toray shall not undertake any such correspondence without prior written approval by Acologix, not to be unreasonably withheld. Notwithstanding anything to the contrary herein containedin this Section 4.2.1(a), until under no circumstances will Toray be obligated to disclose CMC information included in any regulatory filings that is Confidential Information of Toray. (b) Subject to Sections 4.2.1(c) and (d) below, each Party agrees to share [***] all data and information generated in or used for Development of Products in Europe or North America upon written request from the other Party, to the extent the disclosing Party has the right to provide such time access. Any data or information so disclosed shall be deemed the Confidential Information of the disclosing Party, and the receiving Party shall be authorized to use such data solely for the Development and Commercialization of Products in Europe and North America as otherwise permitted under this Agreement. *** Confidential treatment request pursuant to a request for confidential treatment filed with the total Purchase Price Securities and all other amounts for which the Purchaser may be liable in terms hereto, Exchange Commission. Omitted portions have been paid and/or payment thereof has been secured as herein providedfiled separately with the Commission. 11.2 Transfer (c) The Parties agree that at Acologix’ request, Toray shall provide Acologix reasonable access to all data generated in or used for Development of Products outside Europe or North America, to the Property extent Toray has the right to provide such access, under payments and other terms to be negotiated between the Parties in good faith. Any data or information so disclosed shall be passed by deemed the Seller‘s attorneys Confidential Information of Toray, and the Acologix shall be authorized to use such data solely for the Development and Commercialization of Products in Europe and North America as soon as possible after date of acceptance, providing the Purchaser has complied with the provisions of the aforementioned sub- clausepermitted under this Agreement. 11.3 (d) The Purchaser hereby specifically authorises Parties agree that at Toray’s request, Acologix shall further authorize Toray to use the data and agrees information disclosed in Section 4.2.1(b) for the Development and Commercialization of Products outside Europe and North America, to the attorneys mentioned extent Acologix has the right to do so and under payments and other terms to be negotiated between the Parties in Schedule “1”, to prepare and complete, from information provided by the Purchaser herein, a transfer duty form required by the SARS for the clearance of the Property for transfer; and specifically authorises and agrees to the said attorneys on behalf of the Purchaser signing and submitting such form to SARS for which preparation, completion, signature and submission this Agreement shall be sufficient authoritygood faith. 11.4 Transfer of the Property shall be effected by the attorneys mentioned in Schedule “1” and all expenses of and incidental to the preparation and registration of transfer, the conveyancing fees, disbursements and VAT (if applicable), in respect of such transfer, shall be borne by the Purchaser including all expenses and legal costs incidental to the preparation and registration of any mortgage bond to finance institution approving the finance. 11.5 In the event of the Purchaser failing to comply within 7 (seven) days of being requested by the said Attorneys, to furnish them with signed documents or documentation of whatever nature necessary for effecting transfer, or where applicable to ensure that the mortgage bond documentation or ancillary documentation is satisfactorily completed (and the widest possible interpretation shall be used in respect of the terms hereof), then ipso facto on the 8th (eighth) day after such request, the Purchaser shall pay to the Seller penalty interest, at the rate of 2% (two percentum) above prime, calculated from the said 8th (eighth) day until the date of transfer, (both days inclusive). 11.6 The Purchaser acknowledges and accordingly undertakes to comply with all the FICA requirements as set out in Schedule "7" annexed hereto within 7 (seven) days from date of acceptance of this Agreement by the Seller and to supply the attorneys all information and documentation required by the attorneys to enable the attorneys to fulfil their obligations in terms of FICA.

Transfer. 11.1 Transfer shall Subject to the terms hereof, including, without limitation, Sections 5.1 and 5.3, the Warrant and all rights thereunder are transferable, in whole or in part, on the books of the Company maintained for such purpose at its office designated in Section 8.4 hereof by the registered holder hereof in person or by duly authorized attorney, upon surrender of the Warrant properly endorsed; provided, however, that this Warrant may not be passed transferred in part unless such transfer is to a transferee who pursuant to such transfer receives the right to purchase at least 75,000 shares of Common Stock. Upon any partial transfer, the Company will issue and deliver to such holder a new warrant or warrants with respect to the PurchaserWarrant Shares not so transferred. Each taker and holder of the Warrant, notwithstanding anything by taking or holding the same, consents and agrees that the Warrant when endorsed in blank shall be deemed negotiable, and that when the Warrant shall have been so endorsed, the holder may be treated by the Company and all other persons dealing with the Warrant as the absolute owner of such Warrant for any purpose and as the person entitled to exercise the rights represented thereby, or to the transfer on the books of the Company, any notice to the contrary herein contained, notwithstanding; but until such time transfer on such books, the Company may treat the registered holder of the Warrant as the total Purchase Price and owner for all other amounts for which purposes. The term "Warrant" as used herein shall include the Purchaser may be liable Warrant and, any warrants delivered in terms hereto, have been paid and/or payment thereof has been secured substitution or exchange therefor as herein providedprovided herein. PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. 11.2 Transfer of the Property shall be passed by the Seller‘s attorneys as soon as possible after date of acceptance, providing the Purchaser has complied with the provisions of the aforementioned sub- clause. 11.3 The Purchaser hereby specifically authorises and agrees to the attorneys mentioned in Schedule “1”, to prepare and complete, from information provided by the Purchaser herein, a transfer duty form required by the SARS for the clearance of the Property for transfer; and specifically authorises and agrees to the said attorneys on behalf of the Purchaser signing and submitting such form to SARS for which preparation, completion, signature and submission this Agreement shall be sufficient authority. 11.4 Transfer of the Property shall be effected by the attorneys mentioned in Schedule “1” and all expenses of and incidental to the preparation and registration of transfer, the conveyancing fees, disbursements and VAT (if applicable), in respect of such transfer, shall be borne by the Purchaser including all expenses and legal costs incidental to the preparation and registration of any mortgage bond to finance institution approving the finance. 11.5 In the event of the Purchaser failing to comply within 7 (seven) days of being requested by the said Attorneys, to furnish them with signed documents or documentation of whatever nature necessary for effecting transfer, or where applicable to ensure that the mortgage bond documentation or ancillary documentation is satisfactorily completed (and the widest possible interpretation shall be used in respect of the terms hereof), then ipso facto on the 8th (eighth) day after such request, the Purchaser shall pay to the Seller penalty interest, at the rate of 2% (two percentum) above prime, calculated from the said 8th (eighth) day until the date of transfer, (both days inclusive). 11.6 The Purchaser acknowledges and accordingly undertakes to comply with all the FICA requirements as set out in Schedule "7" annexed hereto within 7 (seven) days from date of acceptance of this Agreement by the Seller and to supply the attorneys all information and documentation required by the attorneys to enable the attorneys to fulfil their obligations in terms of FICA.

Transfer. 11.1 Transfer shall Subject to the terms hereof, including, without limitation, Sections 5.1 and 5.3, the Warrant and all rights thereunder are transferable, in whole or in part, on the books of the Company maintained for such purpose at its office designated in Section 8.4 hereof by the registered holder hereof in person or by duly authorized attorney, upon surrender of the Warrant properly endorsed; provided, however, that this Warrant may not be passed transferred in part unless such transfer is to a transferee who pursuant to such transfer receives the right to purchase at least 75,000 shares of Common Stock. Upon any partial transfer, the Company will issue and deliver to such holder a new warrant or warrants with respect to the PurchaserWarrant Shares not so transferred. Each taker and holder of the Warrant, notwithstanding anything by taking or holding the same, consents and agrees that the Warrant when endorsed in blank shall be deemed negotiable, and that when the Warrant shall have been so endorsed, the holder may be treated by the Company and all other persons dealing with the Warrant as the absolute owner of such Warrant for any purpose and as the person entitled to exercise the rights represented thereby, or to the transfer on the books of the Company, any notice to the contrary herein contained, notwithstanding; but until such time transfer on such books, the Company may treat the registered holder of the Warrant as the total Purchase Price and owner for all other amounts for which purposes. The term "Warrant" as used herein shall include the Purchaser may be liable Warrant and, any warrants delivered in terms hereto, have been paid and/or payment thereof has been secured substitution or exchange therefor as herein provided. 11.2 Transfer of the Property shall be passed by the Seller‘s attorneys as soon as possible after date of acceptance, providing the Purchaser has complied with the provisions of the aforementioned sub- clause. 11.3 The Purchaser hereby specifically authorises and agrees to the attorneys mentioned in Schedule “1”, to prepare and complete, from information provided by the Purchaser herein, a transfer duty form required by the SARS for the clearance of the Property for transfer; and specifically authorises and agrees to the said attorneys on behalf of the Purchaser signing and submitting such form to SARS for which preparation, completion, signature and submission this Agreement shall be sufficient authority. 11.4 Transfer of the Property shall be effected by the attorneys mentioned in Schedule “1” and all expenses of and incidental to the preparation and registration of transfer, the conveyancing fees, disbursements and VAT (if applicable), in respect of such transfer, shall be borne by the Purchaser including all expenses and legal costs incidental to the preparation and registration of any mortgage bond to finance institution approving the finance. 11.5 In the event of the Purchaser failing to comply within 7 (seven) days of being requested by the said Attorneys, to furnish them with signed documents or documentation of whatever nature necessary for effecting transfer, or where applicable to ensure that the mortgage bond documentation or ancillary documentation is satisfactorily completed (and the widest possible interpretation shall be used in respect of the terms hereof), then ipso facto on the 8th (eighth) day after such request, the Purchaser shall pay to the Seller penalty interest, at the rate of 2% (two percentum) above prime, calculated from the said 8th (eighth) day until the date of transfer, (both days inclusive). 11.6 The Purchaser acknowledges and accordingly undertakes to comply with all the FICA requirements as set out in Schedule "7" annexed hereto within 7 (seven) days from date of acceptance of this Agreement by the Seller and to supply the attorneys all information and documentation required by the attorneys to enable the attorneys to fulfil their obligations in terms of FICA.. PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY

Transfer. 11.1 Transfer The Warrants and the Warrant Stock shall be freely transferable, subject to compliance with this Section 3.1 and all applicable laws, including, but not limited to the Securities Act. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant or the resale of the Warrant Stock, this Warrant or the Warrant Stock, as applicable, shall not be passed registered for resale under the Securities Act, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant or the Warrant Stock as the case may be, at the cost of Holder or transferee, furnish to the Purchaser, notwithstanding anything Company a written opinion of counsel that is reasonably acceptable to the contrary herein containedCompany to the effect that such transfer may be made without registration under the Securities Act and any applicable state law, until such time (ii) that the Holder or transferee execute and deliver to the Company an investment representation letter in form and substance acceptable to the Company and substantially in the form attached as Exhibit C hereto and (iii) that the total Purchase Price transferee be an "accredited investor" as defined in Rule 501 (a) promulgated under the Securities Act. Transfer of this Warrant and all other amounts for which rights hereunder, in whole or in part, in accordance with the Purchaser may foregoing provisions, shall be liable in terms hereto, have been paid and/or payment thereof has been secured as herein provided. 11.2 Transfer registered on the books of the Property shall Company to be passed maintained for such purpose, upon surrender of this Warrant at the principal office of the Company referred to in Section 2.1 or the office or agency designated by the Seller‘s attorneys Company as soon as possible after date provided herein, together with a written assignment of acceptance, providing this Warrant substantially in the Purchaser has complied with the provisions form of the aforementioned sub- clause. 11.3 The Purchaser hereby specifically authorises and agrees to the attorneys mentioned in Schedule “1”, to prepare and complete, from information provided Exhibit B hereto duly executed by the Purchaser herein, a Holder or its agent or attorney and funds sufficient to pay any transfer duty form required by taxes payable upon the SARS for the clearance of the Property for transfer; and specifically authorises and agrees to the said attorneys on behalf of the Purchaser signing and submitting such form to SARS for which preparation, completion, signature and submission this Agreement shall be sufficient authority. 11.4 Transfer of the Property shall be effected by the attorneys mentioned in Schedule “1” and all expenses of and incidental to the preparation and registration of transfer, the conveyancing fees, disbursements and VAT (if applicable), in respect making of such transfer. Upon such surrender and, if required, such payment, the Company shall be borne by execute and deliver a new Warrant or Warrants in the Purchaser including all expenses name of the assignee or assignees and legal costs incidental in the denomination specified in such instrument of assignment, and shall issue to the preparation assignor a new Warrant evidencing the portion of this Warrant not so assigned, and registration this Warrant shall promptly be cancelled. Following a transfer that complies with the requirements of any mortgage bond to finance institution approving this Section 3.1, the finance. 11.5 In Warrant may be exercised by a new Holder for the event purchase of shares of Common Stock regardless of whether the Company issued or registered a new Warrant on the books of the Purchaser failing to comply within 7 (seven) days Company. In connection with any transfer of being requested by this Warrant or the said Attorneys, to furnish them with signed documents or documentation of whatever nature necessary for effecting transfer, or where applicable to ensure that the mortgage bond documentation or ancillary documentation is satisfactorily completed (and the widest possible interpretation shall be used in respect resale of the terms hereof), then ipso facto on the 8th (eighth) day after such requestWarrant Stock pursuant to Rule 144 or other than pursuant to an effective registration statement, the Purchaser Holder or transferee shall pay to compensate the Seller penalty interest, at the rate of 2% (two percentum) above prime, calculated from the said 8th (eighth) day until the date of transfer, (both days inclusive)Company for its reasonable expenses incurred in connection with effectuating such transfer or resale. 11.6 The Purchaser acknowledges and accordingly undertakes to comply with all the FICA requirements as set out in Schedule "7" annexed hereto within 7 (seven) days from date of acceptance of this Agreement by the Seller and to supply the attorneys all information and documentation required by the attorneys to enable the attorneys to fulfil their obligations in terms of FICA.

Transfer. 11.1 A. Purchaser acknowledges that a Sale without a Transfer shall does not guarantee that the Purchased Credits will be passed to acceptable compensatory mitigation for any particular project(s). B. Purchaser may request a Transfer(s) of the Purchased Credits from Bank Sponsor by providing the following: (i) a copy of the permit(s)/approval(s)/authorization(s) by the agency approving the use of the specified Purchased Credits; and (ii) written notice from the Purchaser, notwithstanding anything as Permittee, that it is electing to use the contrary herein containedspecified Purchased Credits toward the permit(s)/approval(s)/authorization(s) obligation. [CHOOSE AN OPTION FOR SUBPARAGRAH C BELOW:] [OPTION] C. All Transfer requests by Purchaser shall be made [Choose one: within [insert appropriate number of years] (the “Sunset Date”) after the Closing Date or by [insert date] (the “Sunset Date”)]. Bank Sponsor agrees not to close the Bank before the Sunset Date. Purchaser understands and agrees that upon Bank closure, until such time as the total Purchase Price and all other amounts for which the Purchaser may be liable in terms hereto, have been paid and/or payment thereof has been secured as herein provided. 11.2 no further Transfer of the Property Purchased Credits shall be passed allowed. If the Bank remains open past the Sunset Date, Purchaser and Bank Sponsor may agree to either buy back the remaining Purchased Credits or extend the Sunset Date in accordance with Section 7 below. The Bank Sponsor must provide Signatory Agencies with written notice in accordance with [Choose BEI or CBEI] of any proposed buy back of remaining Purchased Credits not less than 60 days prior to the buy back. [OPTION] C. Bank Sponsor agrees not to propose Bank closure before the Transfer of all Purchased Credits. D. Purchaser and Bank Sponsor acknowledge and agree that legal responsibility for providing compensatory mitigation for any particular project(s) is not transferred unless and until there is a Transfer associated with a specific permit, approval, or authorization made pursuant to a written Credit Transfer Agreement, in the form of Exhibit C attached hereto and incorporated herein, or substantially similar form approved in writing by the Seller‘s attorneys as soon as possible after date of acceptanceSignatory Agencies. Unless otherwise stated in the Credit Transfer Agreement, Purchaser retains legal responsibility for providing the Purchaser has complied compensatory mitigation associated with its project(s). Notwithstanding the foregoing, legal responsibility for providing compensatory mitigation required by CDFW remains with the provisions of the aforementioned sub- clausePermittee upon Transfer. 11.3 The Purchaser hereby specifically authorises and agrees to the attorneys mentioned in Schedule “1”, to prepare and complete, from information provided by the Purchaser herein, a transfer duty form required by the SARS for the clearance of the Property for transfer; and specifically authorises and agrees to the said attorneys on behalf of the Purchaser signing and submitting such form to SARS for which preparation, completion, signature and submission this Agreement shall be sufficient authority. 11.4 Transfer of the Property shall be effected by the attorneys mentioned in Schedule “1” and all expenses of and incidental to the preparation and registration of transfer, the conveyancing fees, disbursements and VAT (if applicable), in respect of such transfer, shall be borne by the Purchaser including all expenses and legal costs incidental to the preparation and registration of any mortgage bond to finance institution approving the finance. 11.5 In the event of the Purchaser failing to comply within 7 (seven) days of being requested by the said Attorneys, to furnish them with signed documents or documentation of whatever nature necessary for effecting transfer, or where applicable to ensure that the mortgage bond documentation or ancillary documentation is satisfactorily completed (and the widest possible interpretation shall be used in respect of the terms hereof), then ipso facto on the 8th (eighth) day after such request, the Purchaser shall pay to the Seller penalty interest, at the rate of 2% (two percentum) above prime, calculated from the said 8th (eighth) day until the date of transfer, (both days inclusive). 11.6 The Purchaser acknowledges and accordingly undertakes to comply with all the FICA requirements as set out in Schedule "7" annexed hereto within 7 (seven) days from date of acceptance of this Agreement by the Seller and to supply the attorneys all information and documentation required by the attorneys to enable the attorneys to fulfil their obligations in terms of FICA.

Transfer. 11.1 Transfer This Agreement and all of the Option Holders’ rights and obligations hereunder in connection with the Co-Investment Securities may be transferred or assigned, at any time and from time to time, in whole or in part, to one or more third parties (each such transferee, a “Transferee”). Upon any such assignment: (i) the applicable Transferee shall execute a signature page to this Agreement, substantially in the form of the Option Holders’ signature page hereto (the “Joinder Agreement”), which shall reflect the number of Co-Investment Securities to be purchased by such Transferee (the “Transferee Securities”), and, upon such execution, such Transferee shall have all the same rights and obligations of the Option Holders hereunder with respect to the Transferee Securities, and references herein to the “Option Holder” shall be deemed to refer to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided, that any representations, warranties, covenants and agreements of the Option Holders and any such Transferee shall be several and not joint and shall be made as to the Option Holders or any such Transferee, as applicable, as to itself only; and (ii) upon a Transferee’s execution and delivery of a Joinder Agreement, the number of Co-Investment Securities to be purchased by the Option Holders hereunder shall be reduced by the total number of Co-Investment Securities to be purchased by the applicable Transferee pursuant to the applicable Joinder Agreement, which reduction shall be evidenced by the Option Holders and the Company amending Schedule B to this Agreement to reflect each transfer and updating the “Number of Co-Investment Shares”, “Number of Co-Investment Warrants”, and “Aggregate Purchase Price for Co-Investment Securities” on the Option Holders’ signature page hereto to reflect such reduced number of Co-Investment Securities. For the avoidance of doubt, this Agreement need not be passed to amended and restated in its entirety, but only Schedule B and the Purchaser, notwithstanding anything to the contrary herein contained, until such time as the total Purchase Price Option Holder’s signature page hereto need be so amended and all other amounts for which the Purchaser may be liable in terms hereto, have been paid and/or payment thereof has been secured as herein provided. 11.2 Transfer updated and executed by each of the Property shall be passed by Option Holders and the Seller‘s attorneys as soon as possible after date of acceptance, providing Company upon the Purchaser has complied with the provisions of the aforementioned sub- clause. 11.3 The Purchaser hereby specifically authorises and agrees to the attorneys mentioned in Schedule “1”, to prepare and complete, from information provided by the Purchaser herein, a transfer duty form required by the SARS for the clearance of the Property for transfer; and specifically authorises and agrees to the said attorneys on behalf of the Purchaser signing and submitting such form to SARS for which preparation, completion, signature and submission this Agreement shall be sufficient authority. 11.4 Transfer of the Property shall be effected by the attorneys mentioned in Schedule “1” and all expenses of and incidental to the preparation and registration of transfer, the conveyancing fees, disbursements and VAT (if applicable), in respect of such transfer, shall be borne by the Purchaser including all expenses and legal costs incidental to the preparation and registration occurrence of any mortgage bond to finance institution approving the financesuch transfer of Transferee Securities. 11.5 In the event of the Purchaser failing to comply within 7 (seven) days of being requested by the said Attorneys, to furnish them with signed documents or documentation of whatever nature necessary for effecting transfer, or where applicable to ensure that the mortgage bond documentation or ancillary documentation is satisfactorily completed (and the widest possible interpretation shall be used in respect of the terms hereof), then ipso facto on the 8th (eighth) day after such request, the Purchaser shall pay to the Seller penalty interest, at the rate of 2% (two percentum) above prime, calculated from the said 8th (eighth) day until the date of transfer, (both days inclusive). 11.6 The Purchaser acknowledges and accordingly undertakes to comply with all the FICA requirements as set out in Schedule "7" annexed hereto within 7 (seven) days from date of acceptance of this Agreement by the Seller and to supply the attorneys all information and documentation required by the attorneys to enable the attorneys to fulfil their obligations in terms of FICA.

Transfer. 11.1 Transfer The parties hereto agree that each Bank (an “Existing Bank”) may transfer all or any part (which, in the case of a transfer of part only, shall be in an amount of its Commitments and Contributions which is in aggregate not less than ten million Dollars ($10,000,000) of its rights, benefits and obligations under this Agreement and the other Facility Documents to another person (a “Transferee”) provided that, in the case of (a) any transfer made when no Event of Default has occurred and is continuing, the Borrower has given its consent thereto, such consent not to be unreasonably withheld or delayed and, in any case, shall be deemed to have been given if the Bank Agent has not received notice from the Borrower that consent will not be passed given on or prior to the Purchaser, notwithstanding anything to date falling seven (7) Banking Days after the contrary herein contained, until such time as date the total Purchase Price and all other amounts for which the Purchaser may be liable in terms hereto, have been paid and/or payment thereof has been secured as herein provided. 11.2 Transfer Borrower received notice of the Property shall be passed by the Seller‘s attorneys as soon as possible after date of acceptance, providing the Purchaser has complied with the provisions of the aforementioned sub- clause. 11.3 The Purchaser hereby specifically authorises and agrees to the attorneys mentioned in Schedule “1”, to prepare and complete, from information provided by the Purchaser herein, a transfer duty form required by the SARS for the clearance of the Property for relevant proposed transfer; and specifically authorises and agrees to (b) any partial transfer, the said attorneys on behalf same proportion of the Purchaser signing rights, benefits and submitting such form obligations in relation to SARS for which preparation, completion, signature and submission this Agreement each Facility shall be sufficient authority. 11.4 Transfer of the Property transferred. Any such transfer shall be effected upon not less than five (5) Banking Days’ prior notice by delivery to the Bank Agent of a duly completed Transfer Certificate duly executed by the attorneys mentioned in Schedule “1” Existing Bank and all expenses of and incidental the Transferee, together with the payment by the Existing Bank to the preparation and registration Bank Agent of transfer, the conveyancing fees, disbursements and VAT a fee of two thousand Dollars (if applicable), in respect of such transfer, shall be borne by the Purchaser including all expenses and legal costs incidental to the preparation and registration of any mortgage bond to finance institution approving the finance. 11.5 In the event of the Purchaser failing to comply within 7 (seven$2,000) days of being requested by the said Attorneys, to furnish them with signed documents or documentation of whatever nature necessary for effecting transfer, or where applicable to ensure that the mortgage bond documentation or ancillary documentation is satisfactorily completed (and the widest possible interpretation shall be used in respect of the terms hereofadministrative costs incurred by the Bank Agent in connection with such transfer. Any Transferee shall be a Professional Market Party. On the Effective Date (as specified and defined in a Transfer Certificate so executed and delivered), then ipso facto on the 8th (eighth) day after such request, the Purchaser shall pay to the Seller penalty interestextent that the Commitments and Contributions of the Existing Bank are expressed in a Transfer Certificate to be the subject of the transfer in favour of the Transferee effected pursuant to this clause 15.3, at by virtue of the rate counter-signature of 2% the Transfer Certificate by the Bank Agent (two percentumfor itself and the other parties to this Agreement): 15.3.1 the existing parties to this Agreement and the Existing Bank shall be released from their respective obligations towards one another under this Agreement (“discharged obligations”) above prime, calculated and their respective rights against one another under this Agreement (“discharged rights”) shall be cancelled; 15.3.2 the Transferee party to the relevant Transfer Certificate and the existing parties to this Agreement (other than such Existing Bank) shall assume obligations towards each other which differ from the said 8th (eighth) day until discharged obligations only insofar as they are owed to or assumed by such Transferee instead of to or by such Existing Bank; and 15.3.3 the date of transfer, (both days inclusive). 11.6 The Purchaser acknowledges Transferee party to the relevant Transfer Certificate and accordingly undertakes the existing parties to comply with all the FICA requirements as set out in Schedule "7" annexed hereto within 7 (seven) days from date of acceptance of this Agreement (other than such Existing Bank) shall acquire rights against each other which differ from the discharged rights only insofar as they are exercisable by or against such Transferee instead of by or against such Existing Bank. The Bank Agent shall promptly notify the Seller other Banks and the Borrower of the receipt by it of any Transfer Certificate and shall promptly deliver a copy of such Transfer Certificate to supply the attorneys all information and documentation required by the attorneys to enable the attorneys to fulfil their obligations in terms of FICABorrower.

Transfer. 11.1 Transfer 7.1 The CONVEYANCERS shall not be passed pass transfer of the PROPERTY to the Purchaser, notwithstanding anything to the contrary herein contained, until such time as the total Purchase Price and all other amounts for which the Purchaser may be liable in terms hereto, have been paid and/or payment thereof has been secured as herein provided. 11.2 Transfer of the Property shall be passed by the Seller‘s attorneys PURCHASER as soon as possible after date of acceptanceis reasonably practicable in the circumstances, providing provided the Purchaser PURCHASER has complied with all his obligations under this AGREEMENT and the provisions PROPERTY has become registrable in terms of the aforementioned sub- clauseAlienation of Land Act, 1981. If transfer becomes possible prior to the anticipated date of transfer recorded in the COVERING SCHEDULE, provided that the full purchase price shall have been settled or secured, the PURCHASER shall be obliged to accept such earlier transfer date. 11.3 7.2 The Purchaser hereby specifically authorises and agrees to the attorneys mentioned in Schedule “1”PURCHASER shall, to prepare and complete, from information provided by the Purchaser herein, a transfer duty form required by the SARS for the clearance of the Property for transfer; and specifically authorises and agrees to the said attorneys on behalf of the Purchaser signing and submitting such form to SARS for which preparation, completion, signature and submission this Agreement shall be sufficient authority. 11.4 Transfer of the Property shall be effected by the attorneys mentioned in Schedule “1” and all expenses of and incidental to the preparation and registration of transfer, the conveyancing fees, disbursements and VAT (if applicable), in respect of such transfer, shall be borne by the Purchaser including all expenses and legal costs incidental to the preparation and registration of any mortgage bond to finance institution approving the finance. 11.5 In the event of the Purchaser failing to comply within 7 (seven) days of being requested called upon to do so by the said AttorneysCONVEYANCERS – 7.2.1 pay to the CONVEYANCERS all costs of and incidental to the passing oftransfer of the PROPERTY to the PURCHASER, including transfer duty, VAT (if applicable), bond costs, bank charges and all conveyancing fees and disbursements and; 7.2.2 furnish all such information, sign all such documents and pay all such amounts that may be necessary or required to furnish them with signed documents enable the CONVEYANCERS to pass transfer of the PROPERTY; 7.3 No liability of any nature whatsoever shall attach to the SELLER, ZLR or documentation the ASSOCIATION arising out of whatever nature necessary for any delays in effecting transfertransfer of the PROPERTY to the PURCHASER. 7.4 The PURCHASER shall be obliged to accept transfer of the PROPERTY, inter alia, subject to – 7.4.1 the conditions, reservations and servitudes which burden thePROPERTY; 7.4.2 any change in the description or where applicable numbering of the PROPERTY; 7.4.3 the conditions of title referred to ensure in clause 5 of the AGREEMENT; 7.4.4 a condition registered in favour of the DEVELOPER against the title deed to the PROPERTY to the effect that the mortgage bond documentation PROPERTY or ancillary documentation any part thereof shall not be used for the purposes of a Share Block Scheme under the provisions of the Share Blocks Control Act, Act No. 59/1980, a Time Share Scheme under the provisions of the Property Time- Sharing Control Act 75/1983, a “practical ownership scheme” or any similar such schemes without the prior written consent of the SELLER except in circumstances where the SELLER conducts such a scheme in respect of a UNIT erected on the RESORT; 7.5 It is satisfactorily completed (and recorded that in order to effect transfer of the widest possible interpretation PROPERTY, the CONVEYANCERS shall be used required to lodge, inter alia, a Transfer Duty Exemption Certificate, issued by the South African Revenue Services (hereinafter in this paragraph referred to as “SARS”) with the Deeds Registry. It is further recorded that SARS have adopted a policy of not issuing the aforesaid certificate in the event of any party to the transaction in questions being in arrears with the payment of any amounts SARS believes is due to it or otherwise not being in compliance with Tax Laws. Should SARS refuse to issue a Transfer Duty Exemption Certificate in respect of the sale of the PROPERTY, in terms hereof)of this AGREEMENT, due to the fact that the PURCHASER is in arrears with any payments to SARS or has otherwise not complied with any Tax Laws, then ipso facto on the 8th (eighth) day after such requestin that event, the Purchaser PURCHASER shall pay be deemed to be in breach of this AGREEMENT and the Seller penalty interest, at SELLER shall be entitled to cancel this AGREEMENT should the rate of 2% (two percentum) above prime, calculated from the said 8th (eighth) day until the date of transfer, (both days inclusive). 11.6 The Purchaser acknowledges and accordingly undertakes to comply with all the FICA requirements as set out in Schedule "7" annexed hereto PURCHASER not rectify such breach within 7 (seven) days of receipt of a notice from date the SELLER calling upon him to remedy such breach (as contemplated in the CONDITIONS OF SALE). Further, should there be any delay in the issue of acceptance the aforesaid Transfer Duty Exemption Certificate by SARS for either of this Agreement the aforesaid reasons, then in that event, the PURCHASER shall be deemed to be delaying the registration of transfer which shall entitled the SELLER to claim ▇▇▇▇ interest from the PURCHASER as contemplated herein below. The PURCHASER acknowledges that the Trustees of ZLR and the ASSOCIATION shall be entitled at all times to, inter alia, lay down RULES in regard to – 8.1 the preservation of the natural environment; 8.2 vegetation and flora and fauna in the RESORT; 8.3 the use and allocation of private parking areas for owners of immovable property in the RESORT and theirguests; 8.4 the right to keep any animal, reptile or bird; 8.5 the use of recreation and entertainment in respect of common areas and amenities and facilities; 8.6 the placing of movable objects upon or outside the buildings included in the RESORT, including the power to remove any such objects; 8.7 the storing of flammable and other harmful substances; 8.8 the conduct of any persons within the RESORT and the prevention of nuisance of any nature to any owner of immovable property in the RESORT; 8.9 the use of common land within the RESORT; 8.10 the use of any property by co-owners where same is owned in undivided shares bymore than one person; 8.11 the Seller use of roads, pathways and open spaces; 8.12 the imposition of fines and other penalties to be paid by members of the ASSOCIATION, and 8.13 generally in regard to any other matter which the ZLR or ASSOCIATION from time to time considers appropriate, and the PURCHASER undertakes and shall be obliged, with effect from the DATE OF TRANSFER, to abide by such RULES and to supply ensure that all contractors, nominees, invitees and other persons who go upon the attorneys all information and documentation required RESORT by virtue of the attorneys to enable the attorneys to fulfil their obligations in terms of FICAPURCHASER’s rights thereto, do likewise.

Transfer. 11.1 Transfer (a) So long as any Debentures remain Outstanding (as hereinafter defined), the Issuer shall not be passed to maintain at its principal executives offices in the Purchaser, notwithstanding anything to the contrary herein contained, until such time as the total Purchase Price and all other amounts for which the Purchaser United States an office or agency where Debentures may be liable presented or surrendered for payment, where Debentures may be surrendered for registration of transfer or exchange, where Debentures may be surrendered for conversion pursuant to Sections 9 or 10 hereof, and where notices and demands to or upon the Issuer in terms hereto, have been paid and/or payment thereof has been secured as herein provided. 11.2 Transfer respect of the Property shall Debentures may be passed by the Seller‘s attorneys served. The Issuer will at all times act as soon as possible after date of acceptance, providing the Purchaser has complied with the provisions of the aforementioned sub- clause. 11.3 The Purchaser hereby specifically authorises its own security registrar and paying and transfer agent for such purposes and agrees to cause to be kept at such office a register (the attorneys mentioned "Security Register") in Schedule “1”which, subject to prepare such reasonable regulations as it may prescribe, the Issuer will provide for the registration of Debentures and completeregistration of transfers of Debentures. As of the date this Debenture was originally issued, from information provided such principal executive offices of the Issuer were located at ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. The Issuer shall not change the location of its principal executive offices unless Issuer provides all Registered Holders with no less than thirty (30) days prior written notice. (b) The transfer of a Debenture is registrable on the Security Register upon surrender of such Debenture at the principal executive offices of Issuer duly endorsed by, or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuer duly executed by the Purchaser hereinRegistered Holder thereof, a transfer duty form required by or the SARS for Registered Holder's attorney duly authorized in writing, together with any certifications and representations which Issuer may reasonably require to reflect compliance with all applicable securities laws, rules and regulations and the clearance due authorization of the Property transaction. Upon such surrender of this Debenture for transfer; and specifically authorises and agrees to the said attorneys on behalf of the Purchaser signing and submitting such form to SARS for which preparation, completion, signature and submission this Agreement shall be sufficient authority. 11.4 Transfer of the Property shall be effected by the attorneys mentioned in Schedule “1” and all expenses of and incidental to the preparation and registration of transfer, the conveyancing fees, disbursements Issuer shall execute and VAT (if applicable)deliver, in respect of such transfer, shall be borne by the Purchaser including all expenses and legal costs incidental to the preparation and registration of any mortgage bond to finance institution approving the finance. 11.5 In the event name of the Purchaser failing to comply within 7 (seven) days of being requested by the said Attorneysdesignated transferee or transferees, to furnish them with signed documents one or documentation of whatever nature necessary for effecting transfermore new Debentures, or where applicable to ensure that the mortgage bond documentation or ancillary documentation is satisfactorily completed (and the widest possible interpretation shall be used in respect of the terms hereof), then ipso facto on the 8th (eighth) day after such request, the Purchaser shall pay to the Seller penalty interest, at the rate of 2% (two percentum) above prime, calculated from the said 8th (eighth) day until dated the date of the execution thereof, of any authorized denominations and of a like tenor, form and aggregate principal amount. (c) At the option of the Registered Holder, upon request confirmed in writing, Debentures may be exchanged for Debentures of any authorized denominations and of a like tenor, form and aggregate principal amount upon surrender of the Debentures to be exchanged at the principal executive offices of the Issuer. Whenever any Debentures are so surrendered for exchange, the Issuer shall execute and deliver the Debentures which the Registered Holder making the exchange is entitled to receive. Any registration of transfer or exchange will be effected only upon the Issuer being reasonably satisfied with the documents of title and identity of the person making the request and subject to compliance with applicable Federal and state securities laws. (d) All Debentures issued upon any registration of transfer or exchange of Debentures shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits, as the Debentures surrendered upon such registration of transfer or exchange. No service or other charges shall be made for any registration of transfer or exchange, but the Issuer may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. (e) Prior to due presentment of this Debenture for registration of transfer, (both days inclusive)the Issuer may treat the person in whose name this Debenture is registered as the owner hereof for all purposes, whether or not this Debenture be overdue, and the Issuer shall not be affected by notice to the contrary. 11.6 The Purchaser acknowledges and accordingly undertakes to comply with all the FICA requirements as set out in Schedule "7" annexed hereto within 7 (seven) days from date of acceptance of this Agreement by the Seller and to supply the attorneys all information and documentation required by the attorneys to enable the attorneys to fulfil their obligations in terms of FICA.

Transfer. 11.1 Transfer shall not be passed With effect from and including the date and time of delivery of the Vessel to the PurchaserNew Owner as evidenced by the execution of the PoDA (the "Effective Time"): 2.1 In consideration of the Old Owner procuring the undertakings of the New Owner in terms of clause 2.2, notwithstanding anything hereof the Charterer releases the Old Owner from any and all liabilities (if any) and obligations (contractual and/or non-contractual) out of, under or in connection with the Time Charter required to be performed on or after the Effective Time. 2.2 In consideration of the Charterer's undertakings contained in clause 2.3 hereof, the New Owner undertakes to the contrary herein contained, until such time as Charterer to observe and perform in favour of and for the total Purchase Price and all other amounts for which the Purchaser may be liable in terms hereto, have been paid and/or payment thereof has been secured as herein provided. 11.2 Transfer benefit of the Property Charterer all such obligations (contractual and/or non-contractual) required to be performed on or after the Effective Time in favour of the Charterer out of, under or in connection with the Time Charter to the intent that the New Owner shall thenceforth, in lieu of the Old Owner, be passed bound by (and the Charterer shall correspondingly be entitled to the benefit of performance by the Seller‘s attorneys as soon as possible after date New Owner, in lieu of acceptance, providing the Purchaser has complied with Old Owner of) the rights under and arising from the provisions of the aforementioned sub- clauseTime Charter as read and/or construed and/or modified in accordance with clause 2.4 hereof and as same may hereafter be amended and/or supplemented. 11.3 The Purchaser hereby specifically authorises and agrees 2.3 In consideration of the New Owner's undertakings in clause 2.2 hereof, the Charterer undertakes to the attorneys mentioned New Owner to observe and perform in Schedule “1”, to prepare favour of and complete, from information provided by the Purchaser herein, a transfer duty form required by the SARS for the clearance benefit of the Property for transfer; and specifically authorises and agrees New Owner, in lieu of the Old Owner, all such obligations (whether contractual and/or non-contractual) required to be performed on or after the Effective Time out of, under or in connection with the Time Charter to the said attorneys on behalf intent that the New Owner shall thenceforth, in lieu of the Purchaser signing and submitting such form to SARS for which preparationOld Owner, completion, signature and submission this Agreement shall be sufficient authority. 11.4 Transfer of the Property shall be effected by the attorneys mentioned in Schedule “1” and all expenses of and incidental entitled to the preparation and registration benefit of transfer, the conveyancing fees, disbursements and VAT (if applicable), in respect of such transfer, shall be borne by the Purchaser including all expenses and legal costs incidental to the preparation and registration of any mortgage bond to finance institution approving the finance. 11.5 In the event of the Purchaser failing to comply within 7 (seven) days of being requested by the said Attorneys, to furnish them with signed documents or documentation of whatever nature necessary for effecting transfer, or where applicable to ensure that the mortgage bond documentation or ancillary documentation is satisfactorily completed (and the widest possible interpretation Charterer shall correspondingly be bound to the New Owner by) the provisions of the Time Charter as read and/or construed and/or modified in accordance with clause 2.4 hereof. 2.4 In consideration of the New Owner's undertakings in clause 2.2, the Old Owner hereby transfers to the New Owner, and the New Owner accepts, all the Old Owner's rights, title, benefits and interest in and to the Time Charter by way of novation of the Time Charter. 2.5 Subject to clauses 2.1 through 2.4 hereof, the New Owner shall substitute the Old Owner as a party to the Time Charter, such that the Vessel shall be used in respect let by the New Owner to the Charterer on the terms of the terms hereof), then ipso facto Time Charter and references in the Time Charter to "the Owners" shall be deemed references to the New Owner. 2.6 The Charterer confirms that no liabilities or any other obligations of whatsoever nature are outstanding by the Old Owner towards the Charterer under the Time Charter and related to the period prior to and on the 8th (eighth) day after such request, the Purchaser shall pay to the Seller penalty interest, at the rate of 2% (two percentum) above prime, calculated from the said 8th (eighth) day until the date of transfer, (both days inclusive)hereof. 11.6 The Purchaser acknowledges and accordingly undertakes to comply with all the FICA requirements as set out in Schedule "7" annexed hereto within 7 (seven) days from date of acceptance of this Agreement by the Seller and to supply the attorneys all information and documentation required by the attorneys to enable the attorneys to fulfil their obligations in terms of FICA.

Transfer. 11.1 Transfer shall not be passed (a) If the Buying Partner exercises the option to purchase SON BtM Partner’s Units pursuant to Section 9.4(a), SON BtM Partner will transfer all of its Units to the Purchaser, notwithstanding anything Buying Partner in consideration of the payment of the Termination Payment as required by Section 9.4 to SON BtM Partner in accordance with this Section 9.5. (b) To the extent there are any amounts owing from SON BtM Partner to the contrary herein containedBuying Partner, until the amount so owing by SON BtM Partner will be set-off against the Termination Payment (such time Termination Payment, as adjusted, the “Closing Payment”). (c) Upon determining the Closing Payment, SON BtM Partner and the Buying Partner will, within sixty (60) days of such determination, execute and deliver such documents and instruments as the total Purchase Price Buying Partner may request, acting reasonably, in order to complete the transfer of SON BtM Partner’s Units to the Buying Partner and to discharge and release any security against SON BtM Partner’s Units and the Buying Partner will pay the Closing Payment. If SON BtM Partner fails to execute and deliver any document or instrument required to be executed and delivered by it in connection with the transfer within the sixty (60) days, the Buying Partner is hereby granted an irrevocable power of attorney with full power of substitution to execute and deliver on behalf of SON BtM Partner all other amounts for such documents and instruments which the Purchaser may be liable required in terms hereto, have been paid and/or payment thereof has been secured as herein providedorder to complete the transfer of SON BtM Partner’s Units to the Buying Partner. 11.2 Transfer (d) Upon the completion of the Property shall purchase and sale, SON BtM Partner will cease to be passed a Partner and will have no further rights or liabilities with respect to the Partnership or under or in connection with the BtM Project Assets, except that it agrees to be bound by the Seller‘s attorneys as soon as possible after date of acceptance, providing the Purchaser has complied with the provisions of Section 14.1 for a period of five years from the aforementioned sub- clausecompletion of such purchase and sale and any indemnities of SON BtM Partner (or its Affiliates) will continue as provided for in this Agreement. 11.3 The Purchaser hereby specifically authorises and agrees (e) Notwithstanding the acquisition by the Buying Partner of SON BtM Partner’s Units following the exercise of the Buy-Out Option, SON BtM Partner’s obligations, if any, pursuant to the attorneys mentioned Master Implementation Agreement will continue in Schedule “1”, to prepare full force and complete, from information provided by the Purchaser herein, a transfer duty form required by the SARS for the clearance of the Property for transfer; and specifically authorises and agrees to the said attorneys on behalf of the Purchaser signing and submitting such form to SARS for which preparation, completion, signature and submission this Agreement shall be sufficient authorityeffect. 11.4 Transfer of the Property shall be effected by the attorneys mentioned in Schedule “1” and all expenses of and incidental to the preparation and registration of transfer, the conveyancing fees, disbursements and VAT (if applicable), in respect of such transfer, shall be borne by the Purchaser including all expenses and legal costs incidental to the preparation and registration of any mortgage bond to finance institution approving the finance. 11.5 In the event of the Purchaser failing to comply within 7 (seven) days of being requested by the said Attorneys, to furnish them with signed documents or documentation of whatever nature necessary for effecting transfer, or where applicable to ensure that the mortgage bond documentation or ancillary documentation is satisfactorily completed (and the widest possible interpretation shall be used in respect of the terms hereof), then ipso facto on the 8th (eighth) day after such request, the Purchaser shall pay to the Seller penalty interest, at the rate of 2% (two percentum) above prime, calculated from the said 8th (eighth) day until the date of transfer, (both days inclusive). 11.6 The Purchaser acknowledges and accordingly undertakes to comply with all the FICA requirements as set out in Schedule "7" annexed hereto within 7 (seven) days from date of acceptance of this Agreement by the Seller and to supply the attorneys all information and documentation required by the attorneys to enable the attorneys to fulfil their obligations in terms of FICA.

Transfer. 11.1 Transfer shall not be passed The Transferor agrees to sell and transfer to the PurchaserTransferee, notwithstanding anything who agrees to purchase, all of the contrary herein contained90,000 (NINETY THOUSAND) Investment Certificates that it owns in the legal capital of the Company. The Transferor agrees nevertheless to use its best effort to reconstitute, until such time before the transfer of the Investment Certificates, the 90,000 corresponding Shares, at present split into Investment Certificates and Voting Right Certificates. The parties expressly and irrevocably agree by the present contract that the perfect the transfer of the Investment Certificates of the Company, and as the total Purchase Price and all other amounts for which the Purchaser case may be liable in terms hereto, have been paid and/or payment thereof has been secured as herein provided. 11.2 Transfer of the Property shall be passed by the Seller‘s attorneys as soon as possible after date of acceptance, providing the Purchaser has complied with the provisions of the aforementioned sub- clause. 11.3 The Purchaser hereby specifically authorises and agrees to the attorneys mentioned in Schedule “1”, to prepare and complete, from information provided by the Purchaser herein, a transfer duty form required by the SARS for the clearance of the Property for transfer; and specifically authorises and agrees to the said attorneys on behalf of the Purchaser signing and submitting such form to SARS for which preparation, completion, signature and submission this Agreement shall be sufficient authority. 11.4 Transfer of the Property shall be effected by the attorneys mentioned in Schedule “1” and all expenses of and incidental to the preparation and registration of transferbe, the conveyancing fees, disbursements and VAT (if applicable), in respect of such transferShares, shall be borne postponed to the day of the payment of the Base Price as defined in Article 2.1 hereafter, of the acquisition by the Purchaser including all expenses and legal costs incidental to the preparation and registration Transferee, payment of any mortgage bond to finance institution approving the finance. 11.5 In the event of the Purchaser failing to comply within 7 (seven) days of being requested by the said Attorneyswhich shall occur no later than April 30, to furnish them with signed documents or documentation of whatever nature necessary for effecting transfer, or where applicable to ensure that the mortgage bond documentation or ancillary documentation is satisfactorily completed (and the widest possible interpretation shall be used in respect of the terms hereof), then ipso facto on the 8th (eighth) day after such request, the Purchaser shall pay to the Seller penalty interest, at the rate of 2% (two percentum) above prime, calculated from the said 8th (eighth) day until 1998. On the date of transferthe payment of the price: - the Transferor shall submit to the Transferee the Transfer Orders, (both days inclusive). 11.6 The Purchaser acknowledges duly signed, for the Investment Certificates, and accordingly undertakes to comply as the case may be, the Shares. - the Transferee shall become the owner of the transferred Investment Certificates of the Company, and as the case may be, the Shares, with all of the FICA requirements rights and obligations so attached. With regards to the pecuniary rights attached to the Investment Certificates and Shares of the Company, the Transferee shall also become the pecuniary owner of these, with the rights to all financial distributions or dividends, as set out of January 1, 1998. However, if the payment of the Base Price as defined in Schedule "7" annexed hereto within 7 Article 2.1 hereafter, for the Investment Certificates of the Company, and as the case may be, the Shares, and, as a result, the transfer of these Investment Certificates and/or Shares, has not occurred on or including April 30, 1998, the present contract shall be null and void and the Transferee shall owe the Transferor the following contractual penalties: - before May 15, 1998, the Transferee shall pay the amount of 4,464,981 FF (sevenFOUR MILLION FOUR HUNDRED SIXTY FOUR THOUSAND NINE HUNDRED EIGHTY ONE FRENCH FRANCS) days from date of acceptance of this Agreement by to the Seller and to supply the attorneys all information and documentation required by the attorneys to enable the attorneys to fulfil their obligations in terms of FICA.Transferor,

Transfer. 11.1 Transfer shall not be passed to the Purchaser, notwithstanding anything to the contrary herein contained, until such time as the total Purchase Price and all other amounts for which the Purchaser may be liable in terms hereto, have been paid and/or payment thereof has been secured as herein provided. 11.2 Transfer of the business/Property shall be passed by the Seller‘s nominated attorneys as soon as possible after date of acceptance, providing the Purchaser has complied with the provisions of the aforementioned sub- sub-clause. 11.3 The Purchaser hereby specifically authorises and agrees to the attorneys mentioned in Schedule “1”, to prepare and complete, from information provided by the Purchaser herein, a transfer duty form required by the SARS for the clearance of the Property for transfer; and specifically authorises and agrees to the said attorneys on behalf of the Purchaser signing and submitting such form to SARS for which preparation, completion, signature and submission this Agreement shall be sufficient authority. 11.4 Transfer of the Property shall be effected by the nominated attorneys as mentioned in Schedule “1” and all expenses of and incidental to the preparation and registration of transfer, the conveyancing fees, disbursements and VAT (if applicable), in respect of such transfer, shall be borne by the Purchaser including all expenses and legal costs incidental to the preparation and registration of any mortgage bond to finance institution approving the finance. 11.5 In the event of the Purchaser failing to comply within 7 (seven) days of being requested by the said Attorneysnominated attorneys, to furnish them with signed documents or documentation of whatever nature necessary for effecting transfer, or where applicable to ensure that the mortgage bond documentation or ancillary documentation is satisfactorily completed (and the widest possible interpretation shall be used in respect of the terms hereof), then ipso facto on the 8th (eighth) day after such request, the Purchaser shall pay to the Seller penalty interest, at the rate of 2% (two percentumpercent) above prime, calculated from the said 8th (eighth) day until the date of transfer, (both days inclusive). 11.6 The Purchaser acknowledges and accordingly undertakes to comply with all the FICA requirements as set out in Schedule "7" annexed hereto within 7 (seven) days from date of acceptance of this Agreement by the Seller and to supply the attorneys all information and documentation required by the attorneys to enable the attorneys to fulfil their obligations in terms of FICA.

Transfer. 11.1 Transfer Buyer shall have the right to assign its rights and delegate its obligations hereunder with respect to any portion of this Transaction, subject to Seller’s consent, such consent not to be unreasonably withheld; provided that such assignment or transfer shall be subject to receipt by Seller of opinions and documents reasonably satisfactory to Seller and effected on terms reasonably satisfactory to the Seller with respect to any legal and regulatory requirements relevant to the Seller; provided further that Buyer shall not be passed released from its obligation to deliver any Exercise Notice or its obligations pursuant to “Disposition of Hedge Shares”, “Repurchase Notices” or “Conversion Rate Adjustment Notices” above, and Buyer shall be responsible for all reasonable costs and expenses, including reasonable counsel fees, incurred by Seller in connection with any such transfer or assignment. Seller may, with Buyer’s consent (such consent not to be unreasonably withheld), transfer or assign all or any part of its rights or obligations under this Transaction to any third party, in order to transfer or assign a sufficient portion of this Transaction to reduce (i) Seller’s “beneficial ownership” (within the meaning of Section 13 of the Exchange Act and rules promulgated thereunder) to 7.5% of Buyer’s outstanding Shares or less or (ii) the Notice Percentage to 8.5% or less. If after Seller’s commercially reasonable efforts, Seller is unable to effect such a transfer or assignment on pricing terms reasonably acceptable to Seller and within a time period reasonably acceptable to Seller (including without limitation where such inability of Seller is due to Buyer’s withholding of consent to such transfer or assignment), Seller may designate any Exchange Business Day as an Early Termination Date with respect to a portion (the “Terminated Portion”) of this Transaction, such that (i) its “beneficial ownership” following such partial termination will be equal to or less than 7.5% or (ii) the Notice Percentage following such partial termination will be equal to or less than 8.5%. In the event that Seller so designates an Early Termination Date with respect to a portion of this Transaction, the provisions set forth above under paragraph 4 of “Additional Agreements, Representations and Covenants of Buyer, Etc.” shall apply in lieu of Section 6(d)(ii) and 6(e) of the Agreement as if (i) an Early Termination Date had been designated in respect of a Transaction having terms identical to this Transaction but whose Applicable Portion was equal to the Purchaser, notwithstanding anything to the contrary herein contained, until such time as the total Purchase Price and all other amounts for which the Purchaser may be liable in terms hereto, have been paid and/or payment thereof has been secured as herein provided. 11.2 Transfer product of the Property shall be passed Applicable Portion of this Transaction and the Terminated Portion and (ii) such Transaction were the only Terminated Transaction. MLI may assign and delegate its rights and obligations under this Transaction to any subsidiary of ML & Co. (the “Assignee”) by notice specifying the effective date of such transfer (“Transfer Effective Date”) and including an (i) executed acceptance and assumption by the Seller‘s attorneys as soon as possible after date Assignee of acceptance, providing the Purchaser has complied with the provisions such rights and obligations and (ii) evidence reasonably satisfactory to Counterparty that such obligations of the aforementioned sub- clause. 11.3 The Purchaser hereby specifically authorises and agrees Assignee are guaranteed by ML & Co. to substantially the attorneys mentioned in Schedule “1”same extent as MLI’s obligations under this Transaction; provided that (i) Counterparty will not, to prepare and complete, from information provided by the Purchaser herein, as a transfer duty form required by the SARS for the clearance of the Property for transfer; and specifically authorises and agrees to the said attorneys on behalf of the Purchaser signing and submitting such form to SARS for which preparation, completion, signature and submission this Agreement shall be sufficient authority. 11.4 Transfer of the Property shall be effected by the attorneys mentioned in Schedule “1” and all expenses of and incidental to the preparation and registration of transfer, the conveyancing fees, disbursements and VAT (if applicable), in respect result of such transfer, shall be borne by the Purchaser including all expenses and legal costs incidental required to pay to the preparation and registration of any mortgage bond to finance institution approving the finance. 11.5 In the event of the Purchaser failing to comply within 7 (seven) days of being requested by the said Attorneys, to furnish them with signed documents or documentation of whatever nature necessary for effecting transfer, or where applicable to ensure that the mortgage bond documentation or ancillary documentation is satisfactorily completed (and the widest possible interpretation shall be used Assignee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the terms hereofAgreement (except in respect of interest under Section 2(e), then ipso facto on 6(d)(ii), or 6(e)) greater than the 8th (eighth) day after such request, the Purchaser shall amount in respect of which Counterparty would have been required to pay to MLI in the Seller penalty interestabsence of such transfer; and (ii) the Assignee will not, at as a result of such transfer, be required to withhold or deduct on account of a Tax under Section 2(d)(i) of the rate Agreement (except in respect of 2% interest under Section 2(e), 6(d)(ii), or 6(e)) an amount in excess of that which MLI would have been required to withhold or deduct in the absence of such transfer, unless the Assignee would be required to make additional payments pursuant to Section 2(d)(i)(4) of the Agreement corresponding to such excess. On the Transfer Effective Date, (two percentuma) above prime, calculated MLI shall be released from all obligations and liabilities arising under this Transaction; and (b) the said 8th assigned and delegated rights and obligations under this Transaction shall cease to be a Transaction under the Agreement and shall be deemed to be a Transaction under an ISDA form of Master Agreement (eighthMulticurrency-Cross Border) day until and Schedule substantially in the date form of the Agreement but amended to reflect the name of the Assignee and the address for notices and any amended representations under Part 2 of the Agreement as may be specified in the notice of transfer. In circumstances in which the foregoing provisions relating to Seller’s right to transfer or assign its rights or obligations under the Transaction are not applicable, (both days inclusive)Seller may transfer any of its rights or delegate its obligations under this Transaction with the prior written consent of Buyer, which consent shall not be unreasonably withheld. 11.6 The Purchaser acknowledges and accordingly undertakes to comply with all the FICA requirements as set out in Schedule "7" annexed hereto within 7 (seven) days from date of acceptance of this Agreement by the Seller and to supply the attorneys all information and documentation required by the attorneys to enable the attorneys to fulfil their obligations in terms of FICA.

Transfer. 11.1 12.1 Transfer shall not be passed attended to by the seller’s conveyancers as soon as practically possible after the issue by the Municipality of an occupation certificate in respect of the dwelling, together with all other certificates as may be required by the seller’s conveyancers for purposes of transfer. 12.2 The purchaser shall co-operate with and provide to the Purchaserseller's conveyancers on their demand all documentation and information and shall within 7 days of their request, notwithstanding anything sign all documents, pay all costs and, generally, do whatever may be required by the seller's conveyancers for purposes of effecting transfer and if applicable, registration of a mortgage bond over the property. 12.3 Provided the purchaser has complied with all of its obligations as set out in this agreement, the seller shall give the purchaser transfer. 12.4 The purchaser acknowledges that transfer will be effected only after the issue of the necessary certificates in 12.1 and simultaneously with the property being released. 12.5 The purchaser shall not have any claim whatsoever against the seller or be relieved of any of the purchaser's obligations in terms of this agreement or be entitled to any remission or rebate of any charges payable by the purchaser hereunder in the event of any delay in transfer for whatever reason. 12.6 If, as a result of any act or omission by the seller, transfer is not effected within 18 months from the anticipated occupation date then either party shall, within 30 days and on written notice to the contrary herein containedother, until such time be entitled to terminate this agreement and in which event the seller shall refund the purchaser the amount of the deposit in 10 of the schedule and interest earned thereon as well as the total Purchase Price and all other amounts for which balance of the Purchaser may be liable purchase price paid in terms hereto, of 12 of the schedule and return to the purchaser any bankers or other guarantees which may have been paid and/or payment thereof has been secured furnished by the purchaser pursuant to this agreement. Save as herein provided, neither of the parties shall in such event have any further claim whatsoever and whether for damages or specific performance, against the other under this agreement, nor shall the purchaser be entitled to claim or allege any right of occupation or tenancy of the property under this agreement and shall vacate the same forthwith and until he/she so vacates all amounts shall be payable as provided for herein 12.7 The purchaser shall accept transfer subject to: 12.7.1 any conditions of subdivision of the land as may be imposed by the Municipality; 12.7.2 such servitudes as may be applicable to the land and/or the portion; 12.7.3 all prior or existing conditions in the title deed of the land; and 12.7.4 the MOI and estate rules. 11.2 Transfer 12.8 The purchaser acknowledges that the layout, dimensions and floor area of the Property dwelling as reflected on the plans are approximate and whilst the seller shall be passed by the Seller‘s attorneys as soon as possible after date of acceptance, providing the Purchaser has complied with the provisions of the aforementioned sub- clause. 11.3 The Purchaser hereby specifically authorises and agrees to the attorneys mentioned in Schedule “1”, to prepare and complete, from information provided by the Purchaser herein, a transfer duty form required by the SARS for the clearance of the Property for transfer; and specifically authorises and agrees to the said attorneys on behalf of the Purchaser signing and submitting such form to SARS for which preparation, completion, signature and submission this Agreement shall be sufficient authority. 11.4 Transfer of the Property shall be effected by the attorneys mentioned in Schedule “1” and all expenses of and incidental to the preparation and registration of transfer, the conveyancing fees, disbursements and VAT (if applicable), in respect of such transfer, shall be borne by the Purchaser including all expenses and legal costs incidental to the preparation and registration of any mortgage bond to finance institution approving the finance. 11.5 In the event of the Purchaser failing to comply within 7 (seven) days of being requested by the said Attorneys, to furnish them with signed documents or documentation of whatever nature necessary for effecting transfer, or where applicable make every reasonable effort to ensure that the mortgage bond documentation or ancillary documentation dwelling is satisfactorily completed (substantially in accordance with the plans, specification and schedule of finishes, the widest possible interpretation purchaser shall be used in respect have no claim against the seller as a consequence of the terms hereof), then ipso facto final built area of the dwelling differing from that set out on the 8th (eighth) day after such request, the Purchaser shall pay to the Seller penalty interest, at the rate of 2% (two percentum) above prime, calculated from the said 8th (eighth) day until the date of transfer, (both days inclusive)plans as aforesaid. 11.6 The Purchaser acknowledges and accordingly undertakes to comply with all the FICA requirements as set out in Schedule "7" annexed hereto within 7 (seven) days from date of acceptance of this Agreement by the Seller and to supply the attorneys all information and documentation required by the attorneys to enable the attorneys to fulfil their obligations in terms of FICA.

Transfer. 11.1 Transfer Buyer shall have the right to assign its rights and delegate its obligations hereunder with respect to any portion of the Transaction, subject to Seller’s consent, such consent not to be unreasonably withheld or delayed; provided that such assignment or transfer shall be subject to receipt by Seller of opinions and documents reasonably satisfactory to Seller and effected on terms reasonably satisfactory to the Seller with respect to any legal and regulatory requirements relevant to the Seller; provided further that Buyer shall not be passed released from its obligation to deliver any Exercise Notice or its obligations pursuant to “Disposition of Hedge Shares”, “Repurchase Notices” or “Conversion Rate Adjustment Notices” above. Buyer agrees that it shall not be unreasonable for Seller to withhold its consent to any assignment or transfer if Seller determines, based upon the advice of outside counsel, that the assignment or transfer would be inadvisable because it could cause the hedging activities of Seller, or of Buyer’s transferee, related to the Purchasertransactions contemplated in connection with the issuance of the Reference Notes to fail to comply with applicable securities laws or regulations. If at any time at which (1) the Equity Percentage exceeds 9.0% or (2) GS&Co., notwithstanding anything Goldman Group (as defined below) or any person whose ownership position would be aggregated with that of GS&Co. or Goldman Group (GS&Co., Goldman Group or any such person, a “Goldman Person”) under Section 203 of the Delaware General Corporation Law (the “DGCL Takeover Statute”) or any state or federal bank holding company or banking laws, or other federal, state or local regulations or regulatory orders applicable to ownership of Shares (“Applicable Laws”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership in excess of a number of Shares equal to (x) the number of Shares that would give rise to reporting or registration obligations or other requirements (including obtaining prior approval by a state or federal regulator) of a Goldman Person under Applicable Laws (including, without limitation, “interested stockholder” or “acquiring person” status under the DGCL Takeover Statute) and with respect to which such requirements have not been met or the relevant approval has not been received minus (y) 1.0% of the number of Shares outstanding on the date of determination (either such condition described in clause (1) or (2), an “Excess Ownership Position”) and GS&Co. is unable, after commercially reasonable efforts, to effect a transfer or assignment on pricing terms and within a time period reasonably acceptable to it of all or a portion of the Transaction pursuant to the contrary herein containedpreceding sentence such that an Excess Ownership Position no longer exists, until such time GS&Co. may designate any Scheduled Trading Day as an Early Termination Date with respect to a portion (the total Purchase Price and all other amounts for which the Purchaser may be liable in terms hereto, have been paid and/or payment thereof has been secured as herein provided. 11.2 Transfer “Terminated Portion”) of the Property Transaction, such that an Excess Ownership Position no longer exists. In the event that GS&Co. so designates an Early Termination Date with respect to a portion of the Transaction, a payment shall be passed by the Seller‘s attorneys as soon as possible after date of acceptance, providing the Purchaser has complied with the provisions made pursuant to Section 6 of the aforementioned sub- clause. 11.3 The Purchaser hereby specifically authorises and agrees to the attorneys mentioned in Schedule “1”, to prepare and complete, from information provided by the Purchaser herein, a transfer duty form required by the SARS for the clearance of the Property for transfer; and specifically authorises and agrees to the said attorneys on behalf of the Purchaser signing and submitting such form to SARS for which preparation, completion, signature and submission this Agreement shall be sufficient authority. 11.4 Transfer of the Property shall be effected by the attorneys mentioned in Schedule “1” and all expenses of and incidental to the preparation and registration of transfer, the conveyancing fees, disbursements and VAT as if (if applicable), x) an Early Termination Date had been designated in respect of a Transaction having terms identical to the Transaction and a Number of Options equal to the Terminated Portion, (y) Counterparty shall be the sole Affected Party with respect to such partial termination and (z) such Transaction shall be the only Terminated Transaction. The “Equity Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that GS&Co. and any of its affiliates subject to aggregation with GS&Co., for purposes of the “beneficial ownership” test under Section 13 of the Exchange Act, and all persons who may form a “group” (within the meaning of Rule 13d-5(b)(1) under the Exchange Act) with GS&Co. (“Goldman Group”), beneficially own (within the meaning of Section 13 of the Exchange Act) on such day and (B) the denominator of which is the number of Shares outstanding on such day. In circumstances in which the foregoing provisions relating to Seller’s right to transfer or assign its rights or obligations under the Transaction are not applicable, Seller may transfer any of its rights or delegate its obligations under the Transaction with the prior written consent of Buyer, which consent shall not be unreasonably withheld; provided that Seller may transfer or assign without any consent of Counterparty its rights and obligations hereunder, in whole or in part, to any of its affiliates (a “Transferee Affiliate”) if: (a) Seller provides Buyer prior written notice of such transfer, shall be borne by the Purchaser including all expenses and legal costs incidental to the preparation and registration of any mortgage bond to finance institution approving the finance. 11.5 In the event of the Purchaser failing to comply within 7 (seven) days of being requested by the said Attorneys, to furnish them with signed documents or documentation of whatever nature necessary for effecting transfer, or where applicable to ensure that the mortgage bond documentation or ancillary documentation is satisfactorily completed (and the widest possible interpretation shall be used in respect of the terms hereof), then ipso facto on the 8th (eighth) day after such request, the Purchaser shall pay to the Seller penalty interest, at the rate of 2% (two percentum) above prime, calculated from the said 8th (eighth) day until the date of transfer, (both days inclusive). 11.6 The Purchaser acknowledges and accordingly undertakes to comply with all the FICA requirements as set out in Schedule "7" annexed hereto within 7 (seven) days from date of acceptance of this Agreement by the Seller and to supply the attorneys all information and documentation required by the attorneys to enable the attorneys to fulfil their obligations in terms of FICA.;

Transfer. 11.1 Transfer shall not be passed to the Purchaser, notwithstanding anything to the contrary herein contained, until such time as the total Purchase Price and all other amounts for which the Purchaser may be liable in terms hereto, have been paid and/or payment thereof has been secured as herein provided. 11.2 15.1 Transfer of the Property shall be passed attended to by the Seller‘s attorneys as soon as possible after date of acceptance, providing the Purchaser has complied with the provisions Conveyancers referred to in Item K of the aforementioned sub- clauseSchedule. 11.3 15.2 The Purchaser hereby specifically authorises shall immediately upon request by the Conveyancers do all such things and agrees to the attorneys mentioned in Schedule “1”furnish them with all necessary information and documentation, and sign all such documentation as is required to prepare for and complete, from information provided by effect registration of transfer into the Purchaser herein, a transfer duty form required by the SARS for the clearance name of the Property for transfer; and specifically authorises and agrees to the said attorneys on behalf of the Purchaser signing and submitting such form to SARS for which preparation, completion, signature and submission this Agreement shall be sufficient authorityPurchaser. 11.4 Transfer of the Property shall be effected by the attorneys mentioned in Schedule “1” 15.3 All conveyancing fees and all expenses of and disbursements incidental to the preparation and registration of transfertransfer to and bonds by the Purchaser, occupational rent, and a pro rata share of the conveyancing fees, disbursements rates and VAT (if applicable), in respect of such transferlevies, shall be borne paid by the Purchaser including all expenses and legal costs incidental to the preparation Conveyancers immediately upon request. 15.4 The Purchaser acknowledges that: 15.4.1 he is aware that in order for the sale to proceed a tax clearance is required from SARS. The Purchaser warrants that all income tax and all VAT obligations are current and undertakes to the best of his ability immediately to provide upon request by SARS, all information, other documentation which may be required by them in order to enable them to issue a tax clearance certificate and to facilitate prompt issue of the transfer duty exemption receipt; 15.4.2 a valid query by SARS regarding the Purchaser’s tax affairs; 15.4.3 failure to comply with the request by the Conveyancers to furnish information or documentation required by them or to sign conveyancing documents, or to pay conveyancing costs upon request; shall constitute a breach by the Purchaser of his obligations and shall entitle the Seller to give notice in terms of Clauses 17 and/or 18 hereof; 15.4.4 he shall not be entitled to transfer of the Property until the whole of the purchase price, costs, interest and other charges have been paid or secured to the Conveyancers' satisfaction; 15.4.5 the Seller will not be in a position to give transfer of the Property to the Purchaser until such time as the Buildings which comprises the Property has been completed, and the Sectional Plan relating thereto has been registered in the Deeds Office, Pietermaritzburg; 15.4.6 subject to the Sectional Plan aforesaid having been registered, the Purchaser shall be entitled to transfer when, and not until, the full purchase price costs, interest and other charges have been paid or secured to the Conveyancers' satisfaction; 15.4.7 upon registration of any mortgage bond to finance institution approving the finance. 11.5 In the event of the Purchaser failing to comply within 7 (seven) days of being requested by the said Attorneys, to furnish them with signed documents or documentation of whatever nature necessary for effecting transfer, or where applicable to ensure that the mortgage bond documentation or ancillary documentation is satisfactorily completed (and the widest possible interpretation shall be used an adjustment in respect of the parties' liability in respect of occupational interest, levies and other charges relating to the Property, shall be made by the Conveyancers; 15.4.8 the documentation necessary to effect registration of transfer may be lodged in the Deeds Registry as part of a set, including the transfer of other sections in the Scheme, and that no documentation in that set, including the documentation relating to the transfer of the Property, can be withdrawn from the Deeds Registry without the entire set being withdrawn. If it becomes necessary to withdraw the aforesaid set from the Deeds Registry, due to the fact that the Purchaser has not complied with his obligations in terms hereof), then ipso facto on the 8th (eighth) day after such requestof this Agreement, the Purchaser Seller shall pay suffer damages, including, but in no way limited to the loss of interest that it would have accrued to the Seller penalty intereston the accumulative purchase price of the properties in the set, at the rate of 2% (two percentum) above prime, calculated from the said 8th (eighth) day date of withdrawal of the set until the date of transfer, its re-lodgement and subsequent registration. The Seller shall be entitled to recover from the Purchaser all damages which the Seller may have suffered (both days inclusive). 11.6 The Purchaser acknowledges including the aforesaid interest) as a result of the aforesaid set having to be withdrawn and accordingly undertakes all transfers in the set having been delayed by virtue of the Purchasers failure to comply with all the FICA requirements as set out in Schedule "7" annexed hereto within 7 (seven) days from date of acceptance provisions of this Agreement by the Seller and to supply the attorneys all information and documentation required by the attorneys to enable the attorneys to fulfil their obligations in terms of FICAAgreement.

Transfer. 11.1 Transfer 2.1 Subject to the closing of this agreement, with effect from the Effective Date the Purchaser shall assume, and shall be deemed to have assumed, the obligations and become entitled to, and shall be deemed to have become entitled to, the benefit of the Contracts. 2.2 This agreement shall not be passed constitute an assignment or attempted assignment of any Contract if the assignment or attempted assignment would constitute a breach of such Contract. 2.3 The Seller and the Purchaser shall use all reasonable endeavours to procure the novation or assignment to the Purchaser, notwithstanding anything to the contrary herein contained, until such time as the total Purchase Price and all other amounts for which the Purchaser may be liable in terms hereto, have been paid and/or payment thereof has been secured as herein provided. 11.2 Transfer of the Property shall be passed by the Seller‘s attorneys as soon as possible after date reasonably practicable following the Closing Date, of acceptanceeach Contract. 2.4 Until any Contract is novated or assigned as contemplated in paragraph 2.1, providing to the Purchaser: (A) the Purchaser has complied with shall hold it [in trust] for the benefit of the Purchaser absolutely and (if permissible under the Contract), as the Seller’s sub-contractor, perform all the obligations of the Seller under the Contract to be discharged after the Closing Date; and (B) the Seller and the Purchaser shall as soon as reasonably practicable agree the terms on which: (a) the Seller shall sub-license its rights under the Contract to the extent sub-licensing is permitted under the Contract) to the Purchaser or a person nominated by the Purchaser; and (b) the parties invoke any other provision contained in the Contract which provides for the extension of the benefit of the rights granted under the Contract to an acquirer of the Business; and (c) give all reasonable assistance to the Purchaser to enable the Purchaser to enjoy the benefit of and enforce its rights under the Contract. 2.5 Subject to the provisions of the aforementioned sub- clause. 11.3 The Purchaser hereby specifically authorises and agrees to the attorneys mentioned in Schedule “1”, to prepare and complete, from information provided by the Purchaser herein, a transfer duty form required by the SARS for the clearance of the Property for transfer; and specifically authorises and agrees to the said attorneys on behalf of the Purchaser signing and submitting such form to SARS for which preparation, completion, signature and submission this Agreement shall be sufficient authority. 11.4 Transfer of the Property shall be effected by the attorneys mentioned in Schedule “1” and all expenses of and incidental to the preparation and registration of transfer, the conveyancing fees, disbursements and VAT (if applicable), in respect of such transfer, shall be borne by the Purchaser including all expenses and legal costs incidental to the preparation and registration of any mortgage bond to finance institution approving the finance. 11.5 In the event of the Purchaser failing to comply within 7 (seven) days of being requested by the said Attorneys, to furnish them with signed documents or documentation of whatever nature necessary for effecting transfer, or where applicable to ensure that the mortgage bond documentation or ancillary documentation is satisfactorily completed (MOA and the widest possible interpretation shall be used in respect of the terms hereof), then ipso facto on the 8th (eighth) day after such requestSeller complying with its obligations under this agreement, the Purchaser shall pay indemnify the Seller from and against any losses, costs, charges, liabilities, claims or damages which the Seller suffers or incurs arising out of the performance of the Contracts from or after the Closing Date or the termination of the Contracts by or with the prior consent of the Purchaser after the Closing Date. 2.6 Subject to the provisions of the MOA, the Seller penalty interestshall indemnify the Purchaser from and against any losses, at costs, charges, liabilities, claims or damages which the rate Purchaser suffers or incurs arising out of 2% (two percentum) above prime, calculated the performance of the Contracts prior to the Closing Date or the termination of the Contracts without the prior consent of the Purchaser from and after the said 8th (eighth) day until the date of transfer, (both days inclusive)Closing Date. 11.6 The 2.7 If a Contract is terminated by the counterparty on or after the Effective Date solely on account of the purported or attempted assignment of the Contract, the Purchaser acknowledges shall indemnify the Seller against any sum payable to the counterparty in consequence of such termination and accordingly undertakes to comply with all the FICA requirements as set out in Schedule "7" annexed hereto within 7 (seven) days from date of acceptance of this Agreement costs incurred by the Seller and to supply the attorneys all information counterparty in connection with the counterparty’s claim. SIGNED by ) for [MARCONI CORPORATION PLC]/[SELLING MARCONI SUBSIDIARY] ) ) ) SIGNED by ) for [TELEFON AKTIEBOLAGET LM ERICSSON]/[PURCHASING ERICSSON SUBSIDIARY] ) ) ) 1. Sale and documentation required by the attorneys to enable the attorneys to fulfil their obligations in terms of FICA.Purchase 1 2. Consideration 2 3. Closing 2 4. Wrong Pocket 2 5. Warranties and Indemnities 3 6. Seller Obligations 3 7. Costs 3 8. Further Assurance 3 9. Third Party Rights 3 10. Counterparts 3 11. MOA 3 12. Insurance 3

Transfer. 11.1 Transfer shall not be passed to the Purchaser, notwithstanding anything to the contrary herein contained, until such time as the total Purchase Price and all other amounts for which the Purchaser may be liable in terms hereto, have been paid and/or payment thereof has been secured as herein provided. 11.2 . Transfer of the Property shall be passed by the Seller‘s Seller’s attorneys as soon as possible after date of acceptance, providing the Purchaser has complied with the provisions of the aforementioned sub- sub-clause. 11.3 . The Purchaser hereby specifically authorises and agrees to the attorneys mentioned in Schedule “1”, to prepare and complete, from information provided by the Purchaser herein, a transfer duty form required by the SARS for the clearance of the Property for transfer; and specifically authorises and agrees to the said attorneys on behalf of the Purchaser signing and submitting such form to SARS for which preparation, completion, signature and submission this Agreement shall be sufficient authority. 11.4 . Transfer of the Property shall be effected by the attorneys mentioned in Schedule “1” and all expenses of and incidental to the preparation and registration of transfer, the conveyancing fees, disbursements and VAT (if applicable), in respect of such transfer, shall be borne by the Purchaser including all expenses and legal costs incidental to the preparation and registration of any mortgage bond to finance institution approving the finance. 11.5 . In the event of the Purchaser failing to comply within 7 (seven) days of being requested by the said Attorneys, to furnish them with signed documents or documentation of whatever nature necessary for effecting transfer, or where applicable to ensure that the mortgage bond documentation or ancillary documentation is satisfactorily completed (and the widest possible interpretation shall be used in respect of the terms hereof), then ipso facto on the 8th (eighth) day after such request, the Purchaser shall pay to the Seller penalty interest, at the rate of 2% (two percentum) above prime, calculated from the said 8th (eighth) day until the date of transfer, (both days inclusive). 11.6 . The Purchaser acknowledges and accordingly undertakes to comply with all the FICA requirements as set out in Schedule "7" annexed hereto within 7 (seven) days from date of acceptance of this Agreement by the Seller and to supply the attorneys all information and documentation required by the attorneys to enable the attorneys to fulfil their obligations in terms of FICA.

Transfer. 11.1 4.1 Transfer shall not be passed to the Purchaser, notwithstanding anything to the contrary herein contained, until such time as the total Purchase Price purchase price and all other amounts for which the Purchaser may be liable in terms hereto, hereof to the date of transfer have been paid paid, and/or payment thereof has been secured as herein provided. 11.2 Transfer 4.2 It is recorded that the transfer date shall be as close as possible to the occupation date as defined herein. 4.3 In the event that transfer is delayed for more than 6 (six) months beyond the estimated transfer date referred to in clause 5 of the Property Covering Schedule, with neither party being responsible for any such delay, either party shall be passed entitled to cancel this agreement by notice in writing to the Seller‘s attorneys as soon as possible after date of acceptance, providing the Purchaser has complied with the provisions of the aforementioned sub- clauseother. 11.3 The Purchaser hereby specifically authorises and agrees to the attorneys mentioned in Schedule “1”, to prepare and complete, from information provided by the Purchaser herein, a transfer duty form required by the SARS for the clearance of the Property for transfer; and specifically authorises and agrees to the said attorneys on behalf of the Purchaser signing and submitting such form to SARS for which preparation, completion, signature and submission this Agreement shall be sufficient authority. 11.4 Transfer of the Property shall be effected by the attorneys mentioned in Schedule “1” and all expenses of and incidental to the preparation and registration of transfer, the conveyancing fees, disbursements and VAT (if applicable), in respect of such transfer, shall be borne by the Purchaser including all expenses and legal costs incidental to the preparation and registration of any mortgage bond to finance institution approving the finance. 11.5 4.4 In the event of the Purchaser failing to comply within 7 (seven) days of being requested request by the said Attorneysconveyancers, to furnish them the said conveyancers with signed documents or documentation of whatever nature necessary for effecting transfer, or where applicable to ensure that the mortgage bond documentation or ancillary documentation is satisfactorily completed (and the widest possible interpretation shall be used in respect of the terms hereof), then ipso facto on the 8th (eighth) day after such requestwhich causes any delay in transfer, the Purchaser obligation to pay occupational rental as provided for in clause 2.4 above shall pay to the Seller penalty interest, at the rate of 2% (two percentum) above prime, be calculated from the said 8th (eighth) day until the date of transfer, (both days inclusive)in accordance with clause 2.5 above. 11.6 4.5 The Purchaser acknowledges and accordingly undertakes accepts that the Purchaser has bought property in a development where a development mortgage bond is likely to comply with all the FICA requirements as set out in Schedule "7" annexed hereto within 7 (seven) days from date of acceptance of this Agreement have been utilized by the Seller developer; and thus transfer to supply the attorneys all information and documentation required Purchaser will be simultaneous with transfers to other Purchasers necessitated by the attorneys Property sold having to be released from the operation of the mortgage bond. Accordingly the purchaser acknowledges and accepts that lodgement of the Purchaser’s transfer documents at the deeds office shall be entirely in the discretion of the conveyancers and the Purchaser’s obligation to pay occupational rental or interest, as the case may be, shall remain. 4.6 The Purchaser acknowledges that circumstances may arise which will enable the attorneys Seller to fulfil their obligations give transfer of the apartment referred to in terms 2.2 to the Purchaser whilst, for reasons beyond the Seller’s control, the Seller will be unable to transfer the exclusive use areas referred to in 2.3 to 2.6 of FICAthe Covering Schedule. Whilst the Seller will use its best endeavours to ensure simultaneous transfer of the said apartment and exclusive use areas, should it be beyond the Seller’s control as contemplated herein, the Purchaser hereby consents to the Seller transferring the apartment to the Purchaser in advance of the said exclusive use areas whilst the Seller shall give the Purchaser the use of the exclusive use areas simultaneously with the apartment as provided for in 2 of the Conditions of Sale. In the unlikely event that the Seller is unable to give the Purchaser use of the said exclusive use areas simultaneous with the apartment as contemplated in 2 above and is unable to give the Purchaser use of comparable temporary alternative exclusive use areas simultaneously with the apartment, in such unlikely event, the Conveyancers will retain that portion of the purchase price in trust apportioned to the exclusive use areas which shall only be released to the Seller against the Seller providing the Purchaser with the use of exclusive use areas or comparable alternative exclusive use areas.

Transfer. 11.1 14.1 Transfer shall not be passed to the PurchaserPURCHASER, notwithstanding anything to the contrary herein contained, until such time as the total Purchase Price purchase price and all other amounts for which the Purchaser PURCHASER may be liable in terms hereto, hereof to the date of transfer have been paid paid, and/or payment thereof has been secured as herein provided. 2011/08/01 17 14.2 It is recorded that the transfer date shall be as close as possible to the occupation date as defined herein. 11.2 14.3 Transfer of the Property shall be passed by the Seller‘s attorneys as soon as possible after date of acceptance, providing the Purchaser has complied with the provisions of the aforementioned sub- clause. 11.3 The Purchaser hereby specifically authorises and agrees to the attorneys mentioned in Schedule “1”, to prepare and complete, from information provided by the Purchaser herein, a transfer duty form required by the SARS for the clearance of the Property for transfer; and specifically authorises and agrees to the said attorneys on behalf of the Purchaser signing and submitting such form to SARS for which preparation, completion, signature and submission this Agreement shall be sufficient authority. 11.4 Transfer of the Property unit shall be effected by the attorneys mentioned in Schedule “1” SELLER'S Conveyancers and all expenses of and incidental to the preparation and registration of transfer, the conveyancing fees, disbursements transfer and VAT (if applicable), Conveyancers' fees in respect of such transfertransfer and cession, shall be borne by the Purchaser including PURCHASER. The PURCHASER shall be liable for all expenses and legal costs incidental to the preparation and registration of any mortgage bond to finance institution approving the finance. 11.5 In the event of the Purchaser failing to comply purchase price herein. The PURCHASER shall within 7 (seven) days of being so requested by the said AttorneysSELLER'S Conveyancers, furnish the SELLER'S Conveyancers with such signature and/or documentation as required and/or payment of costs referred to above. These costs are due and payable on demand and may not be set-off against the interest which may have accrued on the deposit as paid by the PURCHASER and held in trust by the Conveyancers. 14.4 In the event of the PURCHASER failing to comply within 3 (three) days of being requested by the SELLER'S Conveyancers, to furnish them the said Conveyancers with signed documents or documentation of whatever nature necessary for effecting transfer, or where applicable to ensure that the mortgage bond documentation or ancillary documentation is satisfactorily completed (and the widest possible interpretation shall be used in respect of the terms hereof), then ipso facto on the 8th (eighth) fourth day after such request, request the Purchaser obligation to pay occupational rental shall lapse and the PURCHASER shall pay to the Seller SELLER penalty interest, at the rate of 2% (two percentum) above primementioned in clause 4 above, calculated from the said 8th (eighth) fourth day until the date of transfer, (both days dates inclusive). 11.6 14.5 In the event of registration of transfer to the PURCHASER being delayed as a consequence of a default on the part of the PURCHASER, then similarly to the terms of the preceding clause, the obligation to pay occupational rental shall ipso facto lapse on the date transfer would, but for the default, have been registered, and the PURCHASER shall pay to the SELLER monthly in advance interest on the full purchase price, less any amount actually paid to the SELLER on account thereof, at the rate mentioned in clause 4 above calculated from the date transfer would have been possible had it not been for the default of the PURCHASER, UNTIL THE DATE OF ACTUAL TRANSFER, BOTH DATES INCLUSIVE. The Purchaser terms of this sub-clause shall not be applied in addition to the terms of clause 14.3 above but as an alternative thereto as circumstances dictate. 14.6 The PURCHASER acknowledges and accordingly undertakes accepts that the PURCHASER has bought property in a development where a development mortgage bond is likely to comply with all the FICA requirements as set out in Schedule "7" annexed hereto within 7 (seven) days from date of acceptance of this Agreement have been utilized by the Seller Developer; and thus transfer to supply the attorneys all information and documentation required PURCHASER will be simultaneous with transfers to other Purchasers necessitated by the attorneys Property sold having to enable be released from the attorneys operation of the mortgage bond. Accordingly the PURCHASER acknowledges and accepts that lodgement of the PURCHASER’s transfer documents at the deeds office shall be entirely in the discretion of the SELLER'S Conveyancers and the PURCHASER’s obligation to fulfil their obligations in terms of FICA.pay occupational rental or interest, as the case may be, shall remain, and be unaffected by any delay occasioned by the above. 2011/08/01 18

Transfer. 11.1 Transfer shall not be passed to the Purchaser, notwithstanding anything to the contrary herein contained, until such time as the total Purchase Price and all other amounts for which the Purchaser may be liable in terms hereto, have been paid and/or payment thereof has been secured as herein provided. 11.2 5.1 Transfer of the Property shall be passed attended to by the Seller‘s attorneys as soon as possible after date of acceptance, providing the Purchaser has complied with the provisions Conveyancers referred to in clause 1.9 of the aforementioned sub- clauseContract of Sale. 11.3 5.2 The Purchaser hereby specifically authorises shall immediately upon request by the Conveyancers do all such things and agrees to the attorneys mentioned in Schedule “1”furnish them with all necessary information and documentation, and sign all such documentation as is required to prepare for and complete, from information provided by effect registration of transfer into the Purchaser herein, a transfer duty form required by the SARS for the clearance name of the Property for transfer; and specifically authorises and agrees to the said attorneys on behalf of the Purchaser signing and submitting such form to SARS for which preparation, completion, signature and submission this Agreement shall be sufficient authorityPurchaser. 11.4 Transfer of the Property shall be effected by the attorneys mentioned in Schedule “1” 5.3 All conveyancing fees and all expenses of and disbursements incidental to the preparation and registration of transfertransfer to and bonds by the Purchaser, and a pro rata share of the conveyancing fees, disbursements rates and VAT (if applicable), in respect of such transferlevies, shall be borne paid by the Purchaser including all expenses and legal costs incidental to the preparation Conveyancers immediately upon request. 5.4 The Purchaser acknowledges that: 5.4.1 he is aware that in order for the sale to proceed a tax clearance is required from SARS. The Purchaser warrants that all income tax and all VAT obligations are current and undertakes to the best of his ability immediately to provide upon request by SARS, all information, other documentation which may be required by them in order to enable them to issue a tax clearance certificate and to facilitate prompt issue of the transfer duty exemption receipt; 5.4.2 a valid query by SARS regarding the Purchaser’s tax affairs; 5.4.3 failure to comply with the request by the Conveyancers to furnish information or documentation required by them or to sign conveyancing documents, or to pay conveyancing costs upon request; shall constitute a breach by the Purchaser of his obligations and shall entitle the Seller to give notice in terms of Clauses 10 and/or 11 hereof; 5.4.4 he shall not be entitled to transfer of the Property until the whole of the purchase price, costs, interest and other charges have been paid or secured to the Conveyancers' satisfaction; 5.4.5 upon registration of any mortgage bond to finance institution approving the finance. 11.5 In the event of the Purchaser failing to comply within 7 (seven) days of being requested by the said Attorneys, to furnish them with signed documents or documentation of whatever nature necessary for effecting transfer, or where applicable to ensure that the mortgage bond documentation or ancillary documentation is satisfactorily completed (and the widest possible interpretation shall be used an adjustment in respect of the terms hereof)parties' liability in respect of occupational interest, then ipso facto on the 8th (eighth) day after such request, the Purchaser shall pay levies and other charges relating to the Seller penalty interestProperty, at the rate of 2% (two percentum) above prime, calculated from the said 8th (eighth) day until the date of transfer, (both days inclusive). 11.6 The Purchaser acknowledges and accordingly undertakes to comply with all the FICA requirements as set out in Schedule "7" annexed hereto within 7 (seven) days from date of acceptance of this Agreement shall be made by the Seller and to supply the attorneys all information and documentation required by the attorneys to enable the attorneys to fulfil their obligations in terms of FICAConveyancers.

Transfer. 11.1 14.1. Transfer shall not be passed to the PurchaserPURCHASER, notwithstanding anything to the contrary herein contained, until such time as the total Purchase Price purchase price and all other amounts for which the Purchaser PURCHASER may be liable in terms hereto, hereof to the date of transfer have been paid paid, and/or payment thereof has been secured as herein provided. 11.2 14.2. It is recorded that the transfer date shall be as close as possible to the occupation date as defined herein. 14.3. Transfer of the Property shall be passed by the Seller‘s attorneys as soon as possible after date of acceptance, providing the Purchaser has complied with the provisions of the aforementioned sub- clause. 11.3 The Purchaser hereby specifically authorises and agrees to the attorneys mentioned in Schedule “1”, to prepare and complete, from information provided by the Purchaser herein, a transfer duty form required by the SARS for the clearance of the Property for transfer; and specifically authorises and agrees to the said attorneys on behalf of the Purchaser signing and submitting such form to SARS for which preparation, completion, signature and submission this Agreement shall be sufficient authority. 11.4 Transfer of the Property Unit shall be effected by the attorneys mentioned in Schedule “1” SELLERS Conveyancers and all expenses of and incidental to the preparation and registration of transfer, the conveyancing fees, disbursements transfer and VAT (if applicable), Conveyancer’s fee in respect of such transfertransfer and cession, shall be borne by the Purchaser including PURCHASER. The PURCHASER shall be liable for all expenses and legal costs incidental to the preparation and registration of any mortgage bond to finance institution approving the financepurchase price herein. The PURCHASES shall within 7 (seven) days of being so requested by the SELLER’S Conveyancers, furnish the SELLER’S Conveyancers with such signature and/or documentation as required and/or payment of costs referred to above. 11.5 14.4. In the event of the Purchaser PURCHASER failing to comply within 7 (seven) days of being requested by the said AttorneysSELLER’S Conveyancers, to furnish them the said Conveyancers with signed documents or documentation of whatever nature necessary for effecting transfer, or where applicable to ensure that the mortgage bond documentation or ancillary documentation is satisfactorily completed (and the widest possible interpretation shall be used in respect of the terms hereof), then ipso facto on the 8th (eighth) eight day after such request, request the Purchaser obligation to pay occupational rental shall lapse and the PURCHASER shall pay to the Seller SELLER penalty interest, at the rate of 2% (two percentum) above primementioned in clause 3 above, calculated from the said 8th (eighth) eight day until the date of transfer, (both days dates inclusive). 11.6 14.5. In the event of registration of transfer to the PURCHASER being delayed as a consequence of a default on the part of the PURCHASER, then similarly to the terms of the preceding clause, the obligation to pay occupational rental shall ipso facto lapse on the date transfer would, but for the default, have been registered, and the PURCHASER shall pay to the SELLER monthly in advance interest on the full purchase price, less any amount actually paid to the SELLER on account thereof, at the rate mentioned in clause 3 above calculated from the date transfer would have been possible had it not been for the default of the PURCHASER, until the date of actual transfer, both dates inclusive. The Purchaser terms of this sub-clause shall not be applied in addition to the terms of 14.3. above but as an alternative thereto as circumstances dictate. 14.6. The PURCHASER acknowledges and accordingly undertakes accepts that the PURCHASER has bought property in a development where a development mortgage bond is utlized by the SELLER; and thus transfer to the PURCHASER will be simultaneous with transfers to other Purchasers necessitated by the property sold having to be released from the operation of the mortgage bond. Accordingly the PURCHASER acknowledges and accepts that lodgment of the PURCHASER’S transfer documents at the deeds office shall be entirely in the discretion of the SELLER’S Conveyancers and the PURCHASER’S obligation to pay occupational rental or interest, as the case may be, shall remain, and be unaffected by any delay occasioned by the above. 14.7. In the event that minor work and/or rectification still has to be done to the Unit, notwithstanding that the architect has certified in terms of clause 8 hereof that the Unit is ready for beneficial occupation, the PURCHASER hereby agrees to take transfer of the Unit and comply with all the FICA requirements as set out in Schedule "7" annexed hereto within 7 (seven) days from date of acceptance of this Agreement by the Seller and to supply the attorneys all information and documentation required by the attorneys to enable the attorneys to fulfil their his obligations in terms of FICAthe Agreement. 14.8. Should the circumstances described in clause 14.7. arise, the valuer of the applicable financial institution which granted the purchaser a loan, or any such valuer in the case of a cash PURCHASER shall make a determination of the value of the outstanding work or rectifications still to be done, and such amount shall then be held by the applicable financial institution or in the case of a cash PURCHASER, the Conveyancers, as a retention pending completion of the outstanding work. As soon as all the outstanding work has been attended to and the PURCHASER and/or the applicable valuer has signified accordingly in writing, the retention held will be released to the SELLER. Interest on any monies retained by the transferring attorneys shall be for the account of the SELLER.

Transfer. 11.1 Transfer shall not be passed to the Purchaser, notwithstanding anything to the contrary herein contained, until such time as the total Purchase Price and all other amounts for which the Purchaser may be liable in terms hereto, have been paid and/or payment thereof has been secured as herein provided. 11.2 Transfer of the Property shall be passed attended to by the Seller‘s attorneys as soon as possible after date of acceptance, providing the Purchaser has complied with the provisions Conveyancers referred to in clause 1.12 of the aforementioned sub- clauseContract of Sale. 11.2 The Purchaser shall immediately upon request by the Conveyancers do all such things and furnish them with all necessary information and documentation and sign all such documentation as is required to prepare for and effect registration of transfer into the name of the Purchaser. 11.3 The Purchaser hereby specifically authorises All conveyancing fees and agrees to the attorneys mentioned in Schedule “1”, to prepare and complete, from information provided by the Purchaser herein, a transfer duty form required by the SARS for the clearance of the Property for transfer; and specifically authorises and agrees to the said attorneys on behalf of the Purchaser signing and submitting such form to SARS for which preparation, completion, signature and submission this Agreement shall be sufficient authority. 11.4 Transfer of the Property shall be effected by the attorneys mentioned in Schedule “1” and all expenses of and disbursements incidental to the preparation and registration of transfertransfer to and bonds by the Purchaser, occupational rent, and a pro rata share of the conveyancing fees, disbursements rates and VAT (if applicable), in respect of such transferlevies, shall be borne paid by the Purchaser including all expenses and legal costs incidental to the preparation Conveyancers immediately upon request. 11.4 The Purchaser acknowledges that: 11.4.1 he is aware that in order for the sale to proceed a tax clearance is required from SARS. The Purchaser warrants that all income tax and all VAT obligations are current and undertakes to the best of his ability immediately to provide upon request by SARS, all information, other documentation which may be required by them in order to enable them to issue a tax clearance certificate and to facilitate prompt issue of the transfer duty exemption receipt; 11.4.2 a valid query by SARS regarding the Purchaser’s tax affairs; 11.4.3 failure to comply with the request by the Conveyancers to furnish information or documentation required by them or to sign conveyancing documents, or to pay conveyancing costs upon request; shall constitute a breach by the Purchaser of his obligations and shall entitle the Seller to give notice in terms of Clauses 14 and/or 15 hereof; 11.4.4 he shall not be entitled to transfer of the Property until the whole of the purchase price, costs, interest and other charges have been paid or secured to the Conveyancers' satisfaction; 11.4.5 the Seller will not be in a position to give transfer of the Property to the Purchaser until such time as the Buildings which comprises the Property has been completed, and the Sectional Plan relating thereto has been registered in the Deeds Office, Pietermaritzburg; 11.4.6 subject to the Sectional Plan aforesaid having been registered, the Purchaser shall be entitled to transfer when, and not until, the full purchase price costs, interest and other charges have been paid or secured to the Conveyancers' satisfaction; 11.4.7 upon registration of any mortgage bond to finance institution approving the finance. 11.5 In the event of the Purchaser failing to comply within 7 (seven) days of being requested by the said Attorneys, to furnish them with signed documents or documentation of whatever nature necessary for effecting transfer, or where applicable to ensure that the mortgage bond documentation or ancillary documentation is satisfactorily completed (and the widest possible interpretation shall be used an adjustment in respect of the parties' liability in respect of occupational interest, levies and other charges relating to the Property, shall be made by the Conveyancers; 11.4.8 the documentation necessary to effect registration of transfer may be lodged in the Deeds Registry as part of a set, including the transfer of other sections in the Scheme, and that no documentation in that set, including the documentation relating to the transfer of the Property, can be withdrawn from the Deeds Registry without the entire set being withdrawn. If it becomes necessary to withdraw the aforesaid set from the Deeds Registry, due to the fact that the Purchaser has not complied with his obligations in terms hereof), then ipso facto on the 8th (eighth) day after such requestof this Contract, the Purchaser Seller shall pay suffer damages, including, but in no way limited to the loss of interest that it would have accrued to the Seller penalty intereston the accumulative purchase price of the properties in the set, at the rate of 2% (two percentum) above prime, calculated from the said 8th (eighth) day date of withdrawal of the set until the date of transfer, its re-lodgement and subsequent registration. The Seller shall be entitled to recover from the Purchaser all damages which the Seller may have suffered (both days inclusive). 11.6 The Purchaser acknowledges including the aforesaid interest) as a result of the aforesaid set having to be withdrawn and accordingly undertakes all transfers in the set having been delayed by virtue of the Purchasers failure to comply with all the FICA requirements as set out in Schedule "7" annexed hereto within 7 (seven) days from date of acceptance provisions of this Agreement by the Seller and to supply the attorneys all information and documentation required by the attorneys to enable the attorneys to fulfil their obligations in terms of FICAContract.

Transfer. 11.1 Transfer Following the Execution Date, VIVUS shall not be passed promptly share with Menarini copies of (i) all documentation (including the electronic Common Technical Document sequences) submitted to EMA in connection with the Existing MAA, to the Purchaser, notwithstanding anything extent such documentation would be reasonably necessary for Menarini to exercise its rights and carry out its obligations under this Agreement and (ii) the Product information texts sent to the contrary herein containedEuropean Commission. Concomitantly, until VIVUS, in cooperation with Menarini, shall initiate activities for the filing of the request to transfer such time Product Marketing Authorization to Menarini or its Affiliates as well any other variations agreed to be submitted before the transfer of the Product Marketing Authorization according to the terms set forth in this Section 4.2. Within *** following the grant of the Product Marketing Authorization by the European Commission, VIVUS shall file a request for transfer of the Product Marketing Authorization to Menarini with the EMA. VIVUS shall be responsible for submission to EMA of the application for transfer and for providing responses and additional documentation in response to any related questions posed by EMA concerning the transfer. Menarini shall assist and cooperate with VIVUS in connection with such transfer. Menarini shall defend, indemnify and hold harmless VIVUS, its Affiliates, and their respective officers, directors, employees, consultants and authorized agents and their respective successors and assigns or heirs, as the total Purchase Price case may be, from and against any and all other amounts for which liabilities, losses, claims, suits, damages, costs and expenses (including but not limited to Losses) arising in connection with the Purchaser may be liable in terms hereto, have been paid and/or payment thereof has been secured as herein provided. 11.2 Transfer filing of the Property application for the transfer of the Product Marketing Authorization with the EMA or otherwise relating to or resulting from such transfer. Menarini shall be passed responsible for out of pocket costs and expenses incurred by VIVUS or its Affiliates in connection with the application to the EMA for transfer of the Product Marketing Authorization and the related approval or refusal by the Seller‘s attorneys as soon as possible after date European Commission to transfer of acceptance, providing the Purchaser has complied with the provisions of the aforementioned sub- clause. 11.3 The Purchaser hereby specifically authorises and agrees to the attorneys mentioned in Schedule “1”, to prepare and complete, from information provided by the Purchaser herein, a transfer duty form required by the SARS for the clearance of the Property for transfer; and specifically authorises and agrees to the said attorneys on behalf of the Purchaser signing and submitting such form to SARS for which preparation, completion, signature and submission this Agreement Product Marketing Authorization. Such payments shall be sufficient authority. 11.4 Transfer of the Property based on documentarily evidenced invoices submitted by VIVUS to Menarini from time to time. Menarini shall be effected by the attorneys mentioned in Schedule “1” and all expenses of and incidental to the preparation and registration of transfer, the conveyancing fees, disbursements and VAT (if applicable), in respect of such transfer, shall be borne by the Purchaser including all expenses and legal costs incidental to the preparation and registration of any mortgage bond to finance institution approving the finance. 11.5 In the event of the Purchaser failing to comply within 7 (seven) days of being requested by the said Attorneys, to furnish them with signed documents or documentation of whatever nature necessary for effecting transfer, or where applicable to ensure that the mortgage bond documentation or ancillary documentation is satisfactorily completed (and the widest possible interpretation shall be used in respect of the terms hereof), then ipso facto on the 8th (eighth) day after such request, the Purchaser shall pay to the Seller penalty interest, at the rate of 2% (two percentum) above prime, calculated from the said 8th (eighth) day until the date of transfer, (both days inclusive). 11.6 The Purchaser acknowledges and accordingly undertakes to comply with all requirements imposed by this Section 4.2(a) independently of the FICA requirements as set out in Schedule "7" annexed hereto within 7 (seven) days from date outcome of acceptance the application procedure related to the transfer of this Agreement by the Seller Product Marketing Authorization. For clarity, only the Product Marketing Authorization will be transferred to Menarini, and to supply the attorneys all information and documentation required by the attorneys to enable the attorneys to fulfil their obligations in terms no patents, patent applications, or other intellectual property of FICAVIVUS shall be transferred.

Transfer. 11.1 Transfer 1.1 Subject to the terms and conditions of this Agreement, the Board hereby transfers and assigns, and PMMIC hereby irrevocably and unconditionally assumes the Assumed Claims and any and all known and unknown liabilities for corrective action (as defined in Iowa Code section 455G.2(5)) with respect to such Assumed Claims, including, but not limited to, all copayment reimbursement responsibilities of the Board pursuant to certain global settlement agreements with major oil companies. PMMIC’s obligations under this Agreement are conditioned upon completion of the transfer of records and funds to PMMIC described in paragraphs 1.4 and 2.1 of this Agreement after the Effective Date. 1.2 By assuming the liabilities as set forth in this section, PMMIC hereby agrees to assume any and all related responsibilities and activities of the Board respecting corrective action for the Assumed Claims, including but not limited to, project funding and management, claim adjustment, and consultation with claimants, contractors and the Iowa Department of Natural Resources (“DNR”). PMMIC shall have full authority to administer all aspects of the Assumed Claims and such matters shall be under PMMIC’s control, subject to the terms and conditions of this Agreement. 1.3 To the extent permitted by law, PMMIC’s assumed liabilities and responsibilities under this section shall not be passed affected by any future amendments to Iowa Code chapter 455G or administrative rules promulgated by the Board that would increase or reduce benefits for the Assumed Claims after the Effective Date. The foregoing shall not be construed, however, to restrict PMMIC from offering or providing benefits in excess of those which are authorized or required under Iowa Code chapter 455G or other applicable law. 1.4 Upon the Effective Date of this Agreement, the Board shall make electronic data and original hardcopy files containing all records in its possession concerning the Assumed Claims available for transfer to PMMIC, and shall cease to maintain any ongoing duty whatsoever to PMMIC or the claimants in relation to the Purchaser, notwithstanding anything to the contrary herein contained, until such time as the total Purchase Price and all other amounts for which the Purchaser may be liable in terms hereto, have been paid and/or payment thereof has been secured as herein providedAssumed Claims. 11.2 Transfer of the Property shall be passed 1.5 Some records provided to PMMIC by the Seller‘s attorneys as soon as possible after date Board may contain confidential, personal, or proprietary information, and PMMIC shall preserve the confidentiality of acceptance, providing the Purchaser has complied with the provisions of the aforementioned sub- clause. 11.3 The Purchaser hereby specifically authorises such data and agrees to the attorneys mentioned in Schedule “1”, to prepare and complete, from information information. PMMIC shall assume that all records provided by the Purchaser hereinBoard contain confidential or proprietary information, a transfer duty form and PMMIC will not disclose or disseminate to any person any information or data received, collected, created, maintained, or used in the course of performance of this Agreement, except as required by law, either during performance under the SARS for Agreement or thereafter. PMMIC shall maintain and implement appropriate physical, technical, administrative, organizational and other security procedures to preserve the clearance confidentiality of the Property for transfer; all such data and specifically authorises information and agrees to the said attorneys on behalf of the Purchaser signing and submitting such form to SARS for which preparationprotect it against accidental, completionunauthorized or unlawful, signature and submission this Agreement shall be sufficient authority. 11.4 Transfer of the Property shall be effected by the attorneys mentioned in Schedule “1” and all expenses of and incidental to the preparation and registration of transferaccess, the conveyancing feesuse, disbursements and VAT (if applicable), in respect of such transfer, shall be borne by the Purchaser including all expenses and legal costs incidental to the preparation and registration of any mortgage bond to finance institution approving the finance. 11.5 or disclosure. In the event of the Purchaser failing to comply within 7 (seven) days any breach of being requested by the said Attorneyssecurity or unauthorized acquisition or use of personal, to furnish them with signed documents proprietary or documentation of whatever nature necessary for effecting transfersensitive information, or where applicable to ensure that the mortgage bond documentation or ancillary documentation is satisfactorily completed (and the widest possible interpretation PMMIC shall be used in respect solely responsible for complying with any applicable laws, regulations and requirements, including but not limited to those relating to notification or data security and privacy, and shall be fully responsible and liable for any and all related or resulting costs, damages, expenses, fees, fines or other amounts of the terms hereof), then ipso facto on the 8th (eighth) day after such request, the Purchaser shall pay to the Seller penalty interest, at the rate of 2% (two percentum) above prime, calculated from the said 8th (eighth) day until the date of transfer, (both days inclusive)any kind whatsoever. 11.6 The Purchaser acknowledges and accordingly undertakes to comply with all the FICA requirements as set out in Schedule "7" annexed hereto within 7 (seven) days from date of acceptance of this Agreement by the Seller and to supply the attorneys all information and documentation required by the attorneys to enable the attorneys to fulfil their obligations in terms of FICA.

Transfer. 11.1 Transfer shall not be passed 8.1 Subject to the Purchaserprovisions of Clause 8.3, notwithstanding anything registration of transfer shall be effected by the ATTORNEY on the TRANSFER DATE which is estimated to be November 2020 or as soon as reasonably possible after the PROPERTY is declared FIT FOR PURPOSE and provided the PURCHASER has complied with all his obligations. 8.2 Should the SELLERS conditions, contained in Clause 14 herein, be fulfilled earlier than expected, then the PURCHASER acknowledges and consents to the contrary herein contained, until such time as the total Purchase Price date of transfer and all other amounts for which the Purchaser may be liable in terms hereto, have been paid and/or payment thereof has been secured as herein provided. 11.2 Transfer of the Property shall be passed by the Seller‘s attorneys occupation proceeding as soon as possible after date of acceptance, providing the Purchaser has complied with the provisions fulfilment of the aforementioned sub- clausesuspensive conditions, subject to the completion of the UNIT. Should this occur, then the SELLER undertakes to advise the PURCHASER, by giving the PURCHASER Two (2) months’ written notice, advising him that the completion and registration / occupation of the UNIT is expected shortly after the lapsing of the Two (2) months’ notice period given in the said notice. 11.3 The Purchaser hereby specifically authorises and agrees to the attorneys mentioned in Schedule “1”, to prepare and complete, from information provided by the Purchaser herein, a transfer duty form required by the SARS for the clearance of the Property for transfer; and specifically authorises and agrees to the said attorneys on behalf of the Purchaser signing and submitting such form to SARS for which preparation, completion, signature and submission this Agreement shall be sufficient authority. 11.4 Transfer of the Property shall be effected by the attorneys mentioned in Schedule “1” and all expenses of and incidental to the preparation and registration of transfer, the conveyancing fees, disbursements and VAT (if applicable), in respect of such transfer, shall be borne by the Purchaser including all expenses and legal costs incidental to the preparation and registration of any mortgage bond to finance institution approving the finance. 11.5 8.3 In the event that registration of transfer of the Purchaser failing to comply within 7 (seven) days of being requested PROPERTY is delayed or frustrated by the said Attorneys, to furnish them with signed documents any act or documentation of whatever nature necessary for effecting transfer, or where applicable to ensure that the mortgage bond documentation or ancillary documentation is satisfactorily completed (and the widest possible interpretation shall be used in respect omission of the terms hereof), then ipso facto on the 8th (eighth) day after such requestPURCHASER, the Purchaser PURCHASER shall pay to the Seller penalty interest, at SELLER interest which shall be equivalent to interest on the rate of PURCHASE PRICE AT THE Prime Overdraft Rate plus 2% (two percentumTWO PERCENT) above prime, calculated from the said 8th (eighth) day until date on which the transfer would, but for such delay, otherwise have been registered up to the date of actual registration of transfer. For this purpose, (both days inclusive)the determination of the ATTORNEY of the date on which transfer of the PROPERTY would, but for the delay, have been registered will be final and binding on the PARTIES. The ATTORNEY will make such determination as an expert not an Arbitrator. Any attempt by the PURCHASER to delay or frustrate the registration of transfer or, where applicable, a mortgage bond, shall be deemed a breach of this Contract. 11.6 8.4 The Purchaser PURCHASER acknowledges that registration of transfer to the PURCHASER will be effected simultaneously with registration of transfer to other purchasers in the DEVELOPMENT with simultaneous release of the PROPERTY from a mortgage bond and delay may be experienced in obtaining delivery of the required documents from the Deeds Registry subsequent to a batch of registrations. The PURCHASER specifically acknowledges and accordingly undertakes accepts that lodgement of the PURCHASER’S transfer documents in the Deeds Registry shall be entirely in the discretion of the ATTORNEY and the PURCHASER shall have no claim of whatsoever nature arising from delay in registration and his obligation to comply with all the FICA requirements as set out in Schedule "7" annexed hereto within 7 (seven) days from date of acceptance of this Agreement by the Seller and to supply the attorneys all information and documentation required by the attorneys to enable the attorneys to fulfil their obligations pay interest in terms of FICAthis AGREEMENT shall remain binding. 8.5 If applicable the PURCHASER may be called upon to sign a “happy letter” for a financial institution in order for lodgement and/or registration of the PURCHASER’S mortgage bond to be approved. When called upon to do so, the PURCHASER undertakes to sign the “happy letter” within 72 (seventy two) hours of such written request and not to unreasonably delay or withhold signature of the “happy letter”. Where necessary the SELLER will facilitate that the PURCHASER or its agent may inspect the PROPERTY to verify that the specified and selected finishes match those finishes being installed in the PROPERTY. If there is a dispute as to whether or not the PURCHASER should sign the “happy letter”, the decision of the PRINCIPAL AGENT shall be final and binding on the PURCHASER.

Transfer. 11.1 Transfer 8.1 The Conveyancers shall not be passed to the Purchaser, notwithstanding anything to the contrary herein contained, until such time as the total Purchase Price and all other amounts for which the Purchaser may be liable in terms hereto, have been paid and/or payment thereof has been secured as herein provided. 11.2 Transfer pass transfer of the Property shall be passed by to the Seller‘s attorneys Purchaser as soon as possible is reasonably practicable after date of acceptancethe Approval Date, providing provided the Purchaser has complied with secured the provisions payment of the aforementioned sub- clausepurchase price, paid the transfer costs and any occupational rental and/or levies and/or other charges due prior to transfer, or has secured payment to the reasonable satisfaction of the Seller. 11.3 8.2 The Purchaser hereby specifically authorises and agrees to the attorneys mentioned in Schedule “1”shall, to prepare and complete, from information provided by the Purchaser herein, a transfer duty form required by the SARS for the clearance of the Property for transfer; and specifically authorises and agrees to the said attorneys on behalf of the Purchaser signing and submitting such form to SARS for which preparation, completion, signature and submission this Agreement shall be sufficient authority. 11.4 Transfer of the Property shall be effected by the attorneys mentioned in Schedule “1” and all expenses of and incidental to the preparation and registration of transfer, the conveyancing fees, disbursements and VAT (if applicable), in respect of such transfer, shall be borne by the Purchaser including all expenses and legal costs incidental to the preparation and registration of any mortgage bond to finance institution approving the finance. 11.5 In the event of the Purchaser failing to comply within 7 (seven) days of being requested called upon to do so by the said AttorneysConveyancers: - 8.2.1 pay to the Conveyancers all costs and disbursements incidental to the passing of transfer to the Purchaser, including bond costs, bank charges, and a pro rata share of the rates and levies; and 8.2.2 furnish all necessary information and documentation, and sign all such documentation as is required to furnish them with signed documents or documentation prepare for and effect registration of whatever transfer into the name of the Purchaser. 8.3 No liability of any nature necessary for whatsoever shall attach to the Seller arising out of any delays in effecting transfertransfer of the Property to the Purchaser. 8.4 The Purchaser shall be obliged to accept transfer of the Property subject, inter alia, to:- 8.4.1 the conditions, reservations and servitudes which burden the Property; 8.4.2 any change in the description of the Property; 8.4.3 a condition registered against the title deed to the Property to the effect that the Property, or where applicable to ensure any portion thereof or interest therein shall not be alienated, leased or transferred without the written consent of the Association first having been obtained (provided that the Association’s consent shall not be required for the first transfer of any property from the Seller nor for the simultaneous mortgage bond documentation or ancillary documentation is satisfactorily completed (of any such property). 8.4.4 the conditions in favour of the Seller and the widest possible interpretation Association as set out in this Contract as the Seller may in its sole discretion require and in such form as the Registrar of Deeds may permit. 8.5 It is recorded that in order to effect transfer of the Property, the Conveyancers shall be used required to lodge, inter alia, a transfer duty exemption certificate issues by the South African Revenue Services (“SARS”) with the Deeds Registry. It is further recorded that SARS have adopted a policy of not issuing the aforesaid certificate in the event of any party to the transaction in question being in arrears with the payment of any amount s SARS believes is due to it or otherwise not being in compliance with Tax Laws. Should SARS refuse to issue a transfer duty exemption certificate in respect of the sale of the Property, in terms hereof)of this contract, due to the fact that the Purchaser is in arrears with any payments to SARS or has otherwise not complied with any Tax Laws, then ipso facto on the 8th (eighth) day after such requestin that event, the Purchaser shall pay be deemed to be in breach of the Contract of Sale and the Seller shall be entitled to cancel this Contract should the Purchaser not rectify such breach as contemplated in clause 20 of the Conditions of Sale. Further, should there be any delay in the issue of the aforesaid transfer duty exemption certificate by SARS for either of the aforesaid reasons, then in that event, the Purchaser shall be deemed to be delaying the registration of transfer which shall entitle the Seller to claim ▇▇▇▇ interest as contemplated in clause 21 of the Conditions of Sale. 8.6 The Purchaser acknowledges that: 8.6.1 The documentation necessary to effect transfer of the Property to the Purchaser may be lodged with the Deeds Registry as part of a set including the transfer of other properties and that no documentation in the set, including the documentation relating to the transfer of the Property, can be withdrawn from the Deeds Registry without the entire set being withdrawn; 8.6.2 If it becomes necessary to withdraw the aforesaid set from the Deeds Registry, due to the fact that the Purchaser has not complied with all its obligations under this Contract, the Seller shall suffer damages, including but in no way limited to the loss if interest that would have accrued to the Seller penalty intereston the purchase price of the properties in the set, at from date of the rate withdrawal of 2% (two percentum) above prime, calculated from the said 8th (eighth) day set until the date of transfer, its relodgement and registration; 8.6.3 The Seller shall be entitled to recover from the Purchaser all damages the Seller may have suffered (both days inclusive). 11.6 The Purchaser acknowledges including the aforesaid interest) as a result of the aforesaid set having to be withdrawn and accordingly undertakes all transfers in the set having been delayed by virtue of the Purchaser’s failure to comply with all the FICA requirements as set out in Schedule "7" annexed hereto within 7 (seven) days from date of acceptance provisions of this Agreement by the Seller and to supply the attorneys all information and documentation required by the attorneys to enable the attorneys to fulfil their obligations in terms of FICAContract.

Transfer. 11.1 Transfer shall I understand and acknowledge that the Shares have not be passed been registered for sale to the Purchaser, notwithstanding anything public and that consequently the Shares must be held indefinitely unless they are subsequently registered in accordance with applicable securities laws. I further understand and acknowledge that the Company is under no obligation to register the Shares. I understand that the certificate or certificates evidencing the Shares will be imprinted with legends which prohibit the transfer of the Shares unless they are registered or such registration is not required in the opinion of legal counsel satisfactory to the contrary herein containedCompany. I understand and agree that I may be subject to certain restrictions and limitations, and may be required to execute certain documents, in connection with the offering of Shares to the public, as a result of applicable law, regulations, the rules of any public exchange and/or underwriter requirements, and hereby undertakes to abide by any and all such requirements, restrictions and limitations. I FURTHER ACKNOWLEDGE THAT THE TRANSFER OF THE SHARES IS ALSO SUBJECT TO THE APPLICABLE RESTRICTIONS PROVIDED BY THE PLAN, AND PARTICULARLY THOSE RESTRICTIONS IMPOSED IN THE FRAMEWORK OF AMENDED SECTION 102(B)(2) OF THE ISRAELI TAX ORDINANCE. I understand that I am purchasing the Shares pursuant to the terms of the Plan, the Notice of Option Grant and the Option Agreement, copies of which I have received and carefully read and understand. Very truly yours, ____________________ (Signature) Print Name Dated: Receipt of the above is hereby acknowledged. Blue Sphere Corp. By: Title: Dated: I, the undersigned, in consideration for the grant of Options to me under the Blue Sphere Corp. Global Share Incentive Plan (2009), (the “Plan”) hereby appoint _____________ , or any other individual designated by the board of directors of Blue Sphere Corp. (the “Company”) as his/her replacement (the “Appointee”) as my proxy to receive all shareholder notices and other communications intended for shareholders of the Company, to participate and vote (or abstain from voting) for me and on my behalf as s/he shall deem appropriate at his/her sole and absolute discretion, on all matters with respect to all meetings or written resolutions of or by the shareholders of the Company, on behalf of all the shares of the Company issued upon exercise of the Options, whether held by the Trustee pursuant to the Plan on my behalf or directly by me, and hereby authorize and grant a power of attorney to the Appointee as follows: I hereby authorize and grant power of attorney to the Appointee for as long as any shares and/or options which were allotted or granted on my behalf are held by the Trustee or registered in its name, or are held by me and registered in my name, to exercise every right, power and authority with respect to the shares and/or options without consultation with me and to receive all documents intended for shareholders, sign in my name and on my behalf any document, including any agreement, including a merger agreement of the Company or an agreement for the purchase or sale of assets or shares (including the shares of the Company held on my behalf and any and all documentation accompanying any such agreements, such as, but not limited to, decisions, requests, instruments, receipts and the like), and any affidavit or approval with respect to the shares and/or options or to the rights which they represent in the Company in as much as the Appointee shall deem it necessary or desirable to do so, provided that in the event of a proposed transaction in which all of the Company’s shares are to be sold or exchanged to a third party, to which a majority of the Company’s shareholders have committed to perform such sale or exchange, I hereby instruct the Appointee to sell or exchange all of the shares held by me or on my behalf. In addition and without derogating from the generality of the foregoing, I hereby authorize and grant power of attorney to the Appointee to sign any document as aforesaid and any affidavit or approval (such as any waiver of rights of first refusal to acquire shares which are offered for sale by other shareholders of the Company and/or any pre-emptive rights to acquire any shares being allotted by the Company, in as much as such rights shall exist pursuant to the Company’s Corporate Charter or any relevant agreement as shall be in existence from time to time) and/or to make and execute any undertaking in my name and on my behalf if the Appointee shall, at his/her sole and absolute discretion, deem that the document, affidavit or approval is necessary or desirable for purposes of any placement of securities of the Company, whether private or public (including lock-up arrangements and undertakings), for purposes of a merger of the Company with another entity, whether the Company is the surviving entity or not, for purposes of any reorganization or recapitalization of the Company or for purposes of any purchase or sale of assets or shares of the Company. This Proxy shall be interpreted in the widest possible sense, in reliance upon the Plan and upon the goals and intentions thereof. This Proxy shall expire and cease to be of force and effect immediately after the consummation of the initial public offering of the Company’s shares, pursuant to an effective registration statement, prospectus or similar document in any jurisdiction as is determined by the Board of Directors of the Company and shall be irrevocable until such time as the total Purchase Price rights of the Company and all other amounts for the Company’s shareholders are dependent hereon. The expiration of this Proxy shall in no manner effect the validity of any document (as aforesaid), affidavit or approval which the Purchaser may be liable in terms hereto, have been paid and/or payment thereof has been secured signed or given as herein provided. 11.2 Transfer of aforesaid prior to the Property expiration hereof and in accordance herewith. I hereby confirm and undertake that I shall be passed not have, and hereby irrevocable waive, any claim or demand against the Company and/or the Appointee in connection with this Proxy or any action taken or not taken by the Seller‘s attorneys as soon as possible after date of acceptance, providing the Purchaser has complied Appointee in accordance with the provisions of the aforementioned sub- clausehereof. 11.3 The Purchaser hereby specifically authorises and agrees to the attorneys mentioned in Schedule “1”, to prepare and complete, from information provided by the Purchaser herein, a transfer duty form required by the SARS for the clearance of the Property for transfer; and specifically authorises and agrees to the said attorneys on behalf of the Purchaser signing and submitting such form to SARS for which preparation, completion, signature and submission this Agreement shall be sufficient authority. 11.4 Transfer of the Property shall be effected by the attorneys mentioned in Schedule “1” and all expenses of and incidental to the preparation and registration of transfer, the conveyancing fees, disbursements and VAT (if applicable), in respect of such transfer, shall be borne by the Purchaser including all expenses and legal costs incidental to the preparation and registration of any mortgage bond to finance institution approving the finance. 11.5 In the event of the Purchaser failing to comply within 7 (seven) days of being requested by the said Attorneys, to furnish them with signed documents or documentation of whatever nature necessary for effecting transfer, or where applicable to ensure that the mortgage bond documentation or ancillary documentation is satisfactorily completed (and the widest possible interpretation shall be used in respect of the terms hereof), then ipso facto on the 8th (eighth) day after such request, the Purchaser shall pay to the Seller penalty interest, at the rate of 2% (two percentum) above prime, calculated from the said 8th (eighth) day until the date of transfer, (both days inclusive). 11.6 The Purchaser acknowledges and accordingly undertakes to comply with all the FICA requirements as set out in Schedule "7" annexed hereto within 7 (seven) days from date of acceptance of this Agreement by the Seller and to supply the attorneys all information and documentation required by the attorneys to enable the attorneys to fulfil their obligations in terms of FICA.

Transfer. 11.1 Transfer shall not be passed 2.1 The Transferor hereby transfers to the Purchaser, notwithstanding anything Collateral Holder title to the contrary herein contained, until such time as the total Purchase Price assets (fixtures (bewegliches Anlagevermögen) and all other amounts for which the Purchaser may be liable in terms hereto, have been paid and/or payment thereof has been secured as herein provided. 11.2 Transfer of the Property shall be passed by the Seller‘s attorneys as soon as possible after date of acceptance, providing the Purchaser has complied with the provisions of the aforementioned sub- clause. 11.3 The Purchaser hereby specifically authorises and agrees to the attorneys mentioned in Schedule “1”, to prepare and complete, from information provided by the Purchaser herein, a transfer duty form required by the SARS for the clearance of the Property for transfer; and specifically authorises and agrees to the said attorneys on behalf of the Purchaser signing and submitting such form to SARS for which preparation, completion, signature and submission this Agreement shall be sufficient authority. 11.4 Transfer of the Property shall be effected by the attorneys mentioned in Schedule “1” and all expenses of and incidental to the preparation and registration of transfer, the conveyancing fees, disbursements and VAT chattels (if applicableUmlaufvermögen), including without limitation raw materials, work in respect of such transfer, shall be borne by progress and finished stock) which are currently or in the Purchaser including all expenses and legal costs incidental to the preparation and registration of any mortgage bond to finance institution approving the finance. 11.5 In the event of the Purchaser failing to comply within 7 (seven) days of being requested by the said Attorneys, to furnish them with signed documents or documentation of whatever nature necessary for effecting transfer, or where applicable to ensure that the mortgage bond documentation or ancillary documentation is satisfactorily completed (and the widest possible interpretation shall be used in respect of the terms hereof), then ipso facto on the 8th (eighth) day after such request, the Purchaser shall pay to the Seller penalty interest, future located at the rate of 2% (two percentum) above prime, calculated from the said 8th (eighth) day until the date of transfer, (both days inclusive). 11.6 The Purchaser acknowledges and accordingly undertakes to comply with all the FICA requirements Transferor’s premises as set out in Schedule "7" annexed hereto within 7 1 (seventhe “Premises”). For notification purposes, such assets are more particularly described in the lists delivered pursuant to Clauses 4.1 and 4.2 and include without limitation all those fixtures and chattels described in any list delivered after the date hereof pursuant to Clause 4.2 (such goods and objects which are now or hereinafter located at the Premises shall hereinafter be referred to as the “Transferred Goods”). 2.2 To the extent that the Transferor has only part ownership (Miteigentum) days from of the Transferred Goods or the Transferor has any inchoate rights (Anwartschaftsrechte) in respect of the Transferred Goods, the Transferor hereby transfers to the Collateral Holder such part ownership or inchoate rights in respect of the Transferred Goods and it is agreed that the transfer of ownership, part ownership or inchoate rights in respect of the Transferred Goods takes place on the date hereof or on the date the Transferor acquires ownership, part ownership or inchoate rights in respect of acceptance such Transferred Goods (together with the Transferred Goods referred to as the “Transferred Assets”). 2.3 The Transferor and the Collateral Holder agree that the transfer of this Agreement title by the Seller and Transferor to supply the attorneys all information and documentation required Collateral Holder shall not be affected by the attorneys Transferor relocating any of the Transferred Assets to enable premises other than its respective Premises. 2.4 In lieu of transfer of possession of the attorneys Transferred Assets to fulfil their obligations the Collateral Holder the parties agree that the Transferor shall hold the Transferred Assets in terms the Transferor’s custody (unentgeltliche Vewahrung) free of FICAcharge for the account of the Collateral Holder as beneficiary of the Security Interest (defined below). The Transferor hereby further assigns all present and future claims against third parties obtaining actual possession of any of the Transferred Assets transferred by the Transferor to the Collateral Holder, which accepts such assignment. 2.5 The Collateral Holder hereby accepts the transfers constituted hereby.

Transfer. 11.1 Transfer (a) Subject to the provisions of paragraph (f) below and Article XI of the Securities Purchase Agreement, this Warrant and all rights hereunder are transferable by the Warrantholder, at any time, and from time to time, on or after January 1, 2004, in whole or in part, with the consent of the Company, which consent shall not be passed unreasonably withheld or delayed, upon surrender of this Warrant with a properly executed assignment at the principal office of the Company at any time on or after the Commencement Date. (b) Any transferee to whom rights hereunder are transferred shall, as a condition to such transfer, deliver to the PurchaserCompany a written instrument by which such transferee agrees to be bound by the obligations imposed upon the Warrantholder under this Warrant to the same extent as if such transferee was the Warrantholder. (c) The Company will maintain a register containing the names and addresses of the Warrantholders of the Warrants. Any Warrantholder may change its or his address as shown on the warrant register by written notice to the Company requesting such change. (d) Until any transfer of this Warrant is made in the warrant register, the Company may treat the Warrantholder as the absolute owner hereof for all purposes; provided, however, that if and when this Warrant is properly assigned in blank, the Company may (but shall not be obligated to) treat the bearer hereof as the absolute owner hereof for all purposes, notwithstanding anything any notice to the contrary herein containedcontrary. (e) This Warrant and the Warrant Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act or (ii) the Company first shall have been furnished with an opinion of legal counsel, until reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act. (f) Each certificate representing Warrant Shares shall bear a legend substantially in the following form: The foregoing legend shall be removed from the certificates representing any Warrant Shares, at the request of the holder thereof, at such time as they become eligible for resale pursuant to Rule 144(k) under the total Purchase Price and all other amounts for which the Purchaser may be liable in terms hereto, have been paid and/or payment thereof has been secured as herein providedSecurities Act. 11.2 Transfer of the Property shall be passed by the Seller‘s attorneys as soon as possible after date of acceptance, providing the Purchaser has complied with the provisions of the aforementioned sub- clause. 11.3 The Purchaser hereby specifically authorises and agrees to the attorneys mentioned in Schedule “1”, to prepare and complete, from information provided by the Purchaser herein, a transfer duty form required by the SARS for the clearance of the Property for transfer; and specifically authorises and agrees to the said attorneys on behalf of the Purchaser signing and submitting such form to SARS for which preparation, completion, signature and submission this Agreement shall be sufficient authority. 11.4 Transfer of the Property shall be effected by the attorneys mentioned in Schedule “1” and all expenses of and incidental to the preparation and registration of transfer, the conveyancing fees, disbursements and VAT (if applicable), in respect of such transfer, shall be borne by the Purchaser including all expenses and legal costs incidental to the preparation and registration of any mortgage bond to finance institution approving the finance. 11.5 In the event of the Purchaser failing to comply within 7 (seven) days of being requested by the said Attorneys, to furnish them with signed documents or documentation of whatever nature necessary for effecting transfer, or where applicable to ensure that the mortgage bond documentation or ancillary documentation is satisfactorily completed (and the widest possible interpretation shall be used in respect of the terms hereof), then ipso facto on the 8th (eighth) day after such request, the Purchaser shall pay to the Seller penalty interest, at the rate of 2% (two percentum) above prime, calculated from the said 8th (eighth) day until the date of transfer, (both days inclusive). 11.6 The Purchaser acknowledges and accordingly undertakes to comply with all the FICA requirements as set out in Schedule "7" annexed hereto within 7 (seven) days from date of acceptance of this Agreement by the Seller and to supply the attorneys all information and documentation required by the attorneys to enable the attorneys to fulfil their obligations in terms of FICA.

Transfer. 11.1 8.1. Transfer shall not be passed to the Purchaser, notwithstanding anything to the contrary herein contained, until such time as the total Purchase Price and all other amounts amounts, such as the whole of the deposit amount including the agreed commission amount plus 15% VAT including the transferring attorney’s fees and disbursements, for which the Purchaser may be liable in terms hereto, have been paid and/or payment thereof has been secured as herein provided. 11.2 8.2. Transfer of the Property Sale Object shall be passed by the Seller‘s transferring attorneys as soon as possible after date of acceptance, providing the Purchaser has complied with the provisions of the aforementioned sub- sub-clause. 11.3 8.3. The Purchaser hereby specifically authorises and agrees to the transferring attorneys mentioned in Schedule “12”, to prepare and complete, from information provided by the Purchaser herein, a transfer duty form required by the SARS for the clearance of the Property Sale Object for transfer; and specifically authorises and agrees to the said attorneys on behalf of the Purchaser signing and submitting such form to SARS for which preparation, completion, signature and submission this Agreement shall be sufficient authority. 11.4 8.4. Transfer of the Property Sale Object shall be effected by the transferring attorneys as mentioned in Schedule “12” and all expenses of and incidental to the preparation and registration of transfer, the conveyancing fees, disbursements and VAT (if applicable), in respect of such transfer, shall be borne by the Purchaser including all expenses and legal costs incidental to the preparation and registration of any mortgage bond bond, if applicable, to finance institution approving the financefinance as well as the nominated bond attorneys. 11.5 8.5. In the event of the Purchaser failing to comply within 7 (seven) days of being requested by the said Attorneystransferring attorneys, to furnish them with signed documents or documentation of whatever nature necessary for effecting transfer, or where applicable to ensure that the mortgage bond documentation or ancillary documentation is satisfactorily completed (and the widest possible interpretation shall be used in respect of the terms hereof), then ipso facto on the 8th (eighth) day after such request, the Agent will be mandated to signed any al all documentation necessary on behalf of the Purchaser, to ensure the transfer of Sale Object into the name of the Purchaser. The Purchaser shall pay will forthwith and as a result of his/her/its failure, become liable to the Seller in respect of penalty interestinterest on any amount outstanding (at the time applicable), at the rate of 202% (two percentumpercent) above prime, calculated from the said 8th (eighth) day until the date of transfer, (both days inclusive). 11.6 8.6. The Purchaser acknowledges and accordingly undertakes to comply with all the FICA requirements requirements, as set out in Schedule "7" annexed hereto requested from it by the transferring attorneys (as well as the nominated bond attorneys) within 7 (seven) days from date of acceptance of this Agreement by the Seller and to supply the transferring attorneys all information and documentation required by the attorneys them to enable the attorneys them to fulfil their obligations in terms of FICA. 8.7. The Seller herewith irrevocably appoints and instructs the agent (or its duly authorised and/or nominated representative) to do all things and sign all things necessary, to obtain the Certificate of Compliance (‘COC’) and municipal rates clearance certificate which may include the appointment and payment of a qualified electrician of its choice and the payment for all outstanding municipal rates with the local municipal council (‘the advance payments’), should the Seller fail to, within reasonable notice, to make payment of the advance payments. These advanced payments made by the agent (or its authorised representative) may attract an interest calculated at Repo Rate plus 21% per annum payable from the date of payment made of the advanced payments to the date of final payment thereof. The Parties agree and confirm that the advance payments may be deducted from the Purchase Price and instructs the transferring attorneys to pay the advance payments to the agent (or its authorised representative) from the Purchaser Price before the balance of the Purchase Price is paid to the Seller after registration of transfer in the name of the Purchaser.

Transfer. 11.1 Transfer 8.1 The PURCHASER shall, within 7 (SEVEN) days of being called upon to do so by the CONVEYANCERS – 8.1.1 pay to the CONVEYANCERS a fixed amount of R10,000 to cover the registration of transfer costs, and any resultant bank charges and other incidental costs on signature of this AGREEMENT. 8.1.2 The PURCHASER shall be liable to pay all bond registration fees as provided for by the CONVEYANCER. 8.1.3 furnish all such information, sign all such documents, and pay all such amounts that may be necessary or required to enable the CONVEYANCERS to pass transfer of the PROPERTY; 8.2 The CONVEYANCERS shall pass transfer of the PROPERTY to the PURCHASER as soon as is reasonably practicable in the circumstances, provided the PURCHASER has complied with all his obligations under this CONTRACT. 8.3 No liability of any nature whatsoever shall attach to the SELLER arising out of any delays in effecting transfer of the PROPERTY to the PURCHASER. 8.4 The PURCHASER shall be obliged to accept ownership of the PROPERTY subject to – 8.4.1 the conditions, reservations and servitudes which affect the PROPERTY; 8.4.2 such conditions of sectional title as are imposed by the SELLER, the local authority, and the Minister of Local Government (KwaZulu-Natal); 8.4.3 any change in the number of the SECTION or any change in the name of the SCHEME (it being recorded that the current proposed name of the SCHEME is as set out in “A” of the AGREEMENT); 8.4.4 a condition registered against the title deeds to the PROPERTY to the effect that the PROPERTY shall not be passed used for any purpose whatsoever save for the purposes referred to in paragraph 1.12 of the AGREEMENT; and 8.4.5 a condition registered against the title deeds to the Purchaser, notwithstanding anything PROPERTY to the contrary herein containedeffect that the PROPERTY shall not be transferred without the prior written consent of the ASSOCIATION first being had and obtained. 8.5 It is recorded that to effect transfer of the PROPERTY, the CONVEYANCERS shall be required to lodge, inter alia, a transfer duty exemption certificate, issued by the South African Revenue Services (hereinafter referred to as “SARS”) with the Deeds Registry. It is further recorded that SARS have adopted a policy of not issuing the aforesaid certificate in the event of any party to the transaction in question being in arrears with the payment of any amounts SARS believe is due to it or otherwise not being in compliance with Tax Laws. Should SARS refuse to issue a transfer duty exemption certificate in respect of the sale of the PROPERTY, in terms of this AGREEMENT, due to the fact that the PURCHASER is in arrears with any payments to SARS or has otherwise not complied with any Tax Laws, then in that event, the PURCHASER shall be deemed to be in breach of this AGREEMENET and the SELLER shall be entitled to cancel this AGREEMENT should the PURCHASER not rectify such breach within 7 days of receipt of a notice from the SELLER calling upon him to remedy such breach (as contemplated in paragraph 9.1.2 of the CONDITIONS OF SALE). Further, should there be any delay in the issue of the aforesaid transfer duty exemption certificate by SARS for either of the aforesaid reasons, then in that event, the PURCHASER shall be deemed to be delaying the registration of transfer which shall entitle the SELLER to claim ▇▇▇▇ interest from the PURCHASER as contemplated in paragraph 17 of the CONDITIONS OF SALE. 8.6 The PURCHASER acknowledges that: 8.6.1 the documentation necessary to effect transfer of the PROPERTY to the PURCHASER may be lodged with the Deeds Registry as part of a set including the transfer of other units in the SCHEME and that no documentation in the set, including the documentation relating to the transfer of the PROPERTY, can be withdrawn from the Deeds Registry without the entire set being withdrawn; 8.6.2 if it becomes necessary to withdraw the aforesaid set from the Deeds Registry, due to the fact that the PURCHASER has not complied with all its obligations under this CONTRACT, the SELLER shall suffer damages including, but in no way limited to the loss of interest that would have accrued to the SELLER on the purchase price of the properties in the set, from the date of the withdrawal of the set until such time as the total Purchase Price date of its re-lodgement and registration; 8.6.3 the SELLER shall be entitled to recover from the PURCHASER all damages the SELLER may have suffered (including the aforesaid interest) because of the aforesaid set having to be withdrawn and all other amounts for which transfers in the Purchaser may be liable in terms hereto, have set having been paid and/or payment thereof has been secured as herein provided. 11.2 Transfer delayed by virtue of the Property shall be passed by the Seller‘s attorneys as soon as possible after date of acceptance, providing the Purchaser has complied PURCHASER’s failure to comply with the provisions of the aforementioned sub- clausethis CONTRACT. 11.3 The Purchaser hereby specifically authorises and agrees to the attorneys mentioned in Schedule “1”, to prepare and complete, from information provided by the Purchaser herein, a transfer duty form required by the SARS for the clearance of the Property for transfer; and specifically authorises and agrees to the said attorneys on behalf of the Purchaser signing and submitting such form to SARS for which preparation, completion, signature and submission this Agreement shall be sufficient authority. 11.4 Transfer of the Property shall be effected by the attorneys mentioned in Schedule “1” and all expenses of and incidental to the preparation and registration of transfer, the conveyancing fees, disbursements and VAT (if applicable), in respect of such transfer, shall be borne by the Purchaser including all expenses and legal costs incidental to the preparation and registration of any mortgage bond to finance institution approving the finance. 11.5 In the event of the Purchaser failing to comply within 7 (seven) days of being requested by the said Attorneys, to furnish them with signed documents or documentation of whatever nature necessary for effecting transfer, or where applicable to ensure that the mortgage bond documentation or ancillary documentation is satisfactorily completed (and the widest possible interpretation shall be used in respect of the terms hereof), then ipso facto on the 8th (eighth) day after such request, the Purchaser shall pay to the Seller penalty interest, at the rate of 2% (two percentum) above prime, calculated from the said 8th (eighth) day until the date of transfer, (both days inclusive). 11.6 The Purchaser acknowledges and accordingly undertakes to comply with all the FICA requirements as set out in Schedule "7" annexed hereto within 7 (seven) days from date of acceptance of this Agreement by the Seller and to supply the attorneys all information and documentation required by the attorneys to enable the attorneys to fulfil their obligations in terms of FICA.

Transfer. 11.1 Transfer 7.1 The PURCHASER shall, within 7 (SEVEN) days of being called upon to do so by the CONVEYANCERS – 7.1.1 pay to the CONVEYANCERS any incidental bank charges as well as a fixed amount of R5,000 to cover bond registration and other incidental costs on signature of the AGREEMENT. 7.1.2 all bond and legal fees will be paid by the Seller as agreed and provided for between SELLER and CONVEYANCER. 7.1.3 furnish all such information, sign all such documents and pay all such amounts that may be necessary or required to enable the CONVEYANCERS to pass transfer of the PROPERTY; 7.2 The CONVEYANCERS shall pass transfer of the PROPERTY to the PURCHASER as soon as is reasonably practicable in the circumstances, provided the PURCHASER has complied with all his obligations under this CONTRACT. 7.3 No liability of any nature whatsoever shall attach to the SELLER arising out of any delays in effecting transfer of the PROPERTY to the PURCHASER. 7.4 The PURCHASER shall be obliged to accept ownership of the PROPERTY subject to – 7.4.1 the conditions, reservations and servitudes which affect the PROPERTY; 7.4.2 such conditions of sectional title as are imposed by the SELLER, the local authority and the Minister of Local Government (KwaZulu-Natal); 7.4.3 any change in the number of the SECTION or any change in the name of the SCHEME (it being recorded that the current proposed name of the SCHEME is as set out in “A” of the AGREEMENT); 7.4.4 a condition registered against the title deeds to the PROPERTY to the effect that the PROPERTY shall not be passed used for any purpose whatsoever save for the purposes referred to in paragraph 1.12 of the AGREEMENT; and 7.4.5 a condition registered against the title deeds to the Purchaser, notwithstanding anything PROPERTY to the contrary herein containedeffect that the PROPERTY shall not be transferred without the prior written consent of the ASSOCIATION first being had and obtained. 7.5 It is recorded that in order to effect transfer of the PROPERTY, the CONVEYANCERS shall be required to lodge, inter alia, a transfer duty exemption certificate, issued by the South African Revenue Services (hereinafter referred to as “SARS”) with the Deeds Registry. It is further recorded that SARS have adopted a policy of not issuing the aforesaid certificate in the event of any party to the transaction in question being in arrears with the payment of any amounts SARS believe is due to it or otherwise not being in compliance with Tax Laws. Should SARS refuse to issue a transfer duty exemption certificate in respect of the sale of the PROPERTY, in terms of this AGREEMENT, due to the fact that the PURCHASER is in arrears with any payments to SARS or has otherwise not complied with any Tax Laws, then in that event, the PURCHASER shall be deemed to be in breach of this AGREEMENET and the SELLER shall be entitled to cancel this AGREEMENT should the PURCHASER not rectify such breach within 7 days of receipt of a notice from the SELLER calling upon him to remedy such breach (as contemplated in paragraph 9.1.2 of the CONDITIONS OF SALE). Further, should there be any delay in the issue of the aforesaid transfer duty exemption certificate by SARS for either of the aforesaid reasons, then in that event, the PURCHASER shall be deemed to be delaying the registration of transfer which shall entitle the SELLER to claim ▇▇▇▇ interest from the PURCHASER as contemplated in paragraph 17 of the CONDITIONS OF SALE. 7.6 The PURCHASER acknowledges that: 7.6.1 the documentation necessary to effect transfer of the PROPERTY to the PURCHASER may be lodged with the Deeds Registry as part of a set including the transfer of other units in the SCHEME and that no documentation in the set, including the documentation relating to the transfer of the PROPERTY, can be withdrawn from the Deeds Registry without the entire set being withdrawn; 7.6.2 if it becomes necessary to withdraw the aforesaid set from the Deeds Registry, due to the fact that the PURCHASER has not complied with all its obligations under this CONTRACT, the SELLER shall suffer damages including, but in no way limited to the loss of interest that would have accrued to the SELLER on the purchase price of the properties in the set, from the date of the withdrawal of the set until such time the date of its re-lodgement and registration; 7.6.3 the SELLER shall be entitled to recover from the PURCHASER all damages the SELLER may have suffered (including the aforesaid interest) as a result of the total Purchase Price aforesaid set having to be withdrawn and all other amounts for which transfers in the Purchaser may be liable in terms hereto, have set having been paid and/or payment thereof has been secured as herein provided. 11.2 Transfer delayed by virtue of the Property shall be passed by the Seller‘s attorneys as soon as possible after date of acceptance, providing the Purchaser has complied PURCHASER’s failure to comply with the provisions of the aforementioned sub- clausethis CONTRACT. 11.3 The Purchaser hereby specifically authorises and agrees to the attorneys mentioned in Schedule “1”, to prepare and complete, from information provided by the Purchaser herein, a transfer duty form required by the SARS for the clearance of the Property for transfer; and specifically authorises and agrees to the said attorneys on behalf of the Purchaser signing and submitting such form to SARS for which preparation, completion, signature and submission this Agreement shall be sufficient authority. 11.4 Transfer of the Property shall be effected by the attorneys mentioned in Schedule “1” and all expenses of and incidental to the preparation and registration of transfer, the conveyancing fees, disbursements and VAT (if applicable), in respect of such transfer, shall be borne by the Purchaser including all expenses and legal costs incidental to the preparation and registration of any mortgage bond to finance institution approving the finance. 11.5 In the event of the Purchaser failing to comply within 7 (seven) days of being requested by the said Attorneys, to furnish them with signed documents or documentation of whatever nature necessary for effecting transfer, or where applicable to ensure that the mortgage bond documentation or ancillary documentation is satisfactorily completed (and the widest possible interpretation shall be used in respect of the terms hereof), then ipso facto on the 8th (eighth) day after such request, the Purchaser shall pay to the Seller penalty interest, at the rate of 2% (two percentum) above prime, calculated from the said 8th (eighth) day until the date of transfer, (both days inclusive). 11.6 The Purchaser acknowledges and accordingly undertakes to comply with all the FICA requirements as set out in Schedule "7" annexed hereto within 7 (seven) days from date of acceptance of this Agreement by the Seller and to supply the attorneys all information and documentation required by the attorneys to enable the attorneys to fulfil their obligations in terms of FICA.

Transfer. 11.1 Transfer shall not be passed The transfer of the Assets by Seller to Buyer will take place at each of the Purchaserrespective locations described in the Tenancy Agreements, notwithstanding anything on or before November 1, 2004 at 10:00 a.m., or such other time and place as Buyer and Seller may agree to in writing. That date, or if that date is advanced or postponed under this Section, then the contrary herein containeddate to which it is advanced or postponed, until such time as is called the total Purchase Price and all other amounts for which the Purchaser may be liable in terms hereto, have been paid and/or payment thereof has been secured as herein providedclosing date. 11.2 Transfer 9.1 At the closing date, Seller must deliver or cause to be delivered to Buyer: (a) Assignment of the Property shall be passed Tenancy Agreements, properly executed by Seller; (b) Instruments of assignment and transfer of the Seller‘s attorneys other Assets of Seller; (c) Kiosks in broom swept clean condition and substantially in the same condition as soon as possible after of the date of acceptance, providing the Purchaser has complied this Agreement. 9.2 Simultaneously with the provisions consummation of the aforementioned sub- clausetransfer, Seller, through its officers, agents, and employees, will put Buyer into sole, exclusive and unrestricted possession of the Assets to be conveyed and transferred by this agreement. 11.3 The Purchaser hereby specifically authorises 9.3 Seller, at any time before or after the closing date, will execute, acknowledge, and agrees to the attorneys mentioned in Schedule “1”deliver any further deeds, to prepare assignments, conveyances, and completeother assurances, from information provided by the Purchaser hereindocuments, a transfer duty form required by the SARS for the clearance of the Property for transfer; and specifically authorises and agrees to the said attorneys on behalf of the Purchaser signing and submitting such form to SARS for which preparation, completion, signature and submission this Agreement shall be sufficient authority. 11.4 Transfer of the Property shall be effected by the attorneys mentioned in Schedule “1” and all expenses of and incidental to the preparation and registration instruments of transfer, reasonably requested by Buyer, and will take any other action consistent with the conveyancing feesterms of this agreement that may reasonably be requested by Buyer for the purpose of assigning, disbursements transferring, granting, conveying, and VAT (if applicable)confirming to Buyer, or reducing to possession, any or all property to be conveyed and transferred under this agreement. If requested by Buyer, Seller will prosecute or otherwise enforce in respect its own name for the benefit of such transferBuyer any claims, shall rights, or benefits that are transferred to Buyer under this agreement and that require prosecution or enforcement in Seller's name. Any prosecution or enforcement of claims, rights, or benefits under this Section will be borne solely at Buyer's expense, unless the prosecution or enforcement is made necessary by a breach of this agreement by any of the Purchaser including all expenses and legal costs incidental to the preparation and registration of any mortgage bond to finance institution approving the financeSeller. 11.5 In 9.4 Upon the event of closing date, Buyer must deliver to Seller the Purchaser failing to comply within 7 (seven) days of being requested by bank cashier's check in the said Attorneys, to furnish them with signed documents or documentation of whatever nature necessary for effecting transfer, or where applicable to ensure that the mortgage bond documentation or ancillary documentation is satisfactorily completed (and the widest possible interpretation shall be used in respect of the terms hereof), then ipso facto on the 8th (eighth) day after such request, the Purchaser shall pay to the Seller penalty interest, at the rate of 2% (two percentum) above prime, calculated from the said 8th (eighth) day until the date of transfer, (both days inclusive)amount Purchase Price. 11.6 The Purchaser acknowledges and accordingly undertakes to comply with all the FICA requirements as set out in Schedule "7" annexed hereto within 7 (seven) days from date of acceptance of this Agreement by the Seller and to supply the attorneys all information and documentation required by the attorneys to enable the attorneys to fulfil their obligations in terms of FICA.

Transfer. 11.1 13.1. Transfer of the Unit shall not be passed to effected by the Purchaser, notwithstanding anything to Seller's Conveyancer's as soon as practicable provided that the contrary herein contained, until such time as the total Purchase Price Purchaser shall have complied with all its obligations and all other amounts for which the Purchaser may be liable in terms hereto, thereof to the date of transfer have been paid and/or payment thereof has been secured as herein provided. 11.2 Transfer 13.2. It is recorded that the Seller will be unable to register transfer of the Property shall be passed by Unit into the Seller‘s attorneys name of the Purchaser until a Sectional Plan of Extension has been registered and all suspensive conditions have been fulfilled and, further that it is the intention to register transfer as soon as possible after date of acceptance, providing the Purchaser has complied with thereafter. Subject to the provisions of clause 13.4, the aforementioned sub- clausePurchaser shall have no rights of whatsoever nature against the Seller, nor shall the Purchaser be entitled to cancel this Agreement, by reason of the Seller's failure to give transfer of the Unit, either within a reasonable time, or within any time whatsoever, after signing this Agreement. 11.3 The Purchaser hereby specifically authorises and agrees 13.3. If, however, after a period of 1 (ONE) year from the Anticipated Occupational Date, it is still not possible to transfer the Unit to the attorneys mentioned in Schedule “1”Purchaser, then, unless the Seller prior to the expiry of that period 1 (ONE) year has extended such period (which it shall be entitled to do for a further 6 (SIX) months, either party shall be entitled to cancel this Agreement, by giving written notice to that effect, to prepare and complete, from information provided by the Purchaser herein, a transfer duty form required by the SARS for the clearance of the Property for transfer; and specifically authorises and agrees to the said attorneys on behalf of the Purchaser signing and submitting such form to SARS for which preparation, completion, signature and submission this Agreement shall be sufficient authorityother party. 11.4 Transfer of the Property shall be effected by the attorneys mentioned in Schedule “1” and all expenses of and incidental to the preparation and registration of transfer, the conveyancing fees, disbursements and VAT (if applicable), in respect of such transfer, shall be borne by the Purchaser including all expenses and legal costs incidental to the preparation and registration of any mortgage bond to finance institution approving the finance. 11.5 13.4. In the event of such cancellation, the Unit shall be deemed to have been leased to the Purchaser failing for the period from the Anticipated Occupational Date to comply within 7 the date of cancellation. Neither party shall in such event have any claim against the other, save that the Seller shall repay to the Purchaser all amounts (sevenexclusive of the Occupational Interest, ▇▇▇▇ interest provided in clause 26 and all other amounts which may have been levied against the Purchaser in terms of clause 9 , which Occupational Interest, ▇▇▇▇ interest and levies shall collectively be deemed to be rental) days of being requested paid by the said Attorneys, to furnish them with signed documents or documentation of whatever nature necessary for effecting transfer, or where applicable to ensure that the mortgage bond documentation or ancillary documentation is satisfactorily completed (and the widest possible interpretation shall be used in respect Purchaser on account of the terms hereof)Purchase Price, then ipso facto on less the 8th (eighth) day after such request, cost to the Seller of restoring the Unit to its original condition. The Purchaser and all persons claiming through or under the Purchaser shall pay to forthwith upon such cancellation vacate the Seller penalty interest, at the rate of 2% (two percentum) above prime, calculated from the said 8th (eighth) day until the date of transfer, (both days inclusive)Unit. 11.6 13.5. The Purchaser acknowledges and accordingly undertakes parties hereby irrevocably authorise the Conveyancers to comply with sign all the FICA requirements as set out in Schedule "7" annexed hereto within 7 (seven) days from date of acceptance of this Agreement by the Seller necessary declarations and to supply the attorneys all information and documentation required by the attorneys applications on their behalf to enable them to obtain the attorneys to fulfil their obligations in terms of FICAnecessary transfer duty exemptions from SARS.

Transfer. 11.1 12.1 Transfer shall not be passed to the Purchaser, notwithstanding anything to the contrary herein contained, until such time as the total Purchase Price and all other amounts for which the Purchaser may be liable in terms hereto, have been paid and/or payment thereof has been secured as herein provided. 11.2 Transfer of the Property shall be passed by the Seller‘s attorneys Conveyancers and shall be given and taken on or as soon close as possible after to the date specified in clause H of acceptancethe Covering Schedule, providing provided the Purchaser has complied with the provisions all his obligations in terms of the aforementioned sub- clausethis Agreement. 11.3 The Purchaser hereby specifically authorises 12.2 All risk and agrees benefit to the attorneys mentioned in Schedule “1”, Unit shall be passed to prepare and complete, from information provided by the Purchaser herein, a transfer duty form required by the SARS for the clearance of the Property for transfer; and specifically authorises and agrees to the said attorneys on behalf of the Purchaser signing and submitting such form to SARS for which preparation, completion, signature and submission this Agreement shall be sufficient authority. 11.4 Transfer of the Property shall be effected by the attorneys mentioned in Schedule “1” and all expenses of and incidental to the preparation and registration of transfer, the conveyancing fees, disbursements and VAT (if applicable), in respect of such transfer, shall be borne by the Purchaser including all expenses and legal costs incidental to the preparation and registration of any mortgage bond to finance institution approving the finance. 11.5 In the event of the Purchaser failing to comply within 7 (seven) days of being requested by the said Attorneys, to furnish them with signed documents or documentation of whatever nature necessary for effecting transfer, or where applicable to ensure that the mortgage bond documentation or ancillary documentation is satisfactorily completed (and the widest possible interpretation shall be used in respect of the terms hereof), then ipso facto on the 8th (eighth) day after such request, the Purchaser shall pay to the Seller penalty interest, at the rate of 2% (two percentum) above prime, calculated from the said 8th (eighth) day until the date of transfer, (both days inclusive). 11.6 12.3 If after a period of 6 (Six) months from the Estimated Transfer Date, it is still not possible to transfer the Unit to the Purchaser, either party shall be entitled to cancel this Agreement, by giving written notice to that effect, unless then the Seller, on mutual agreement with the Purchaser, prior to the expiry of that 6(six) month period extend such period for a further 6 months, or such extended period as the Parties may agree upon. Should this Agreement be cancelled as aforesaid:- 12.3.1 The Seller shall refund to the Purchaser, within seven (7) days of such cancellation, all payments effected by the Purchaser, including payments made for variations and interest earned on the deposit paid, less any outstanding interest due by the Purchaser in terms hereof, levies or other charges which were payable by the Purchaser; 12.3.2 The parties each acknowledging to the other, upon fulfilment of the aforegoing, that they shall have no further claim against each other for indirect or subsequent losses arising herefrom. 12.4 The Purchaser acknowledges and accordingly undertakes accepts that the Purchaser has bought the Property in a development where a development mortgage bond is likely to comply with all the FICA requirements as set out in Schedule "7" annexed hereto within 7 (seven) days from date of acceptance of this Agreement have been utilised by the Seller Seller; and thus transfer to supply the attorneys all information and documentation required Purchaser will be simultaneous with the transfers to other purchasers necessitated by the attorneys Property sold having to enable be released from the attorneys operation of the mortgage bond. Accordingly the Purchaser acknowledges and accepts that lodgement of the Purchaser’s transfer documents at the Deeds Office shall be entirely in the discretion of the Seller’s Conveyancers. 12.5 The Purchaser shall accept transfer of the Unit subject to fulfil their obligations in terms all conditions and servitudes benefiting or burdening the Unit and the Land whether existing or hereafter imposed by any competent authority and/or the Seller. The Purchaser shall be handed a copy of FICAthe Title Deed to the property and a copy of all conditions of approval of sub-division and a copy of the body corporate rules.

Transfer. 11.1 If a REC Tracking System is selected on the cover page for this Transaction, Seller shall Transfer the Contract Quantity in accordance with the following terms utilizing the REC Tracking System specified on the cover sheet, including its regulations and procedures, for recording transfers of RECs among various entities, persons and accounts. Seller shall Transfer to the Purchaser the Contract Quantity from Seller’s REC Account to Purchaser’s REC Account pursuant to the selection contained on the cover page of the Confirmation. Seller shall inform the Purchaser of the transfer within a commercially reasonable time after such transfer. Seller and Purchaser shall each cooperate fully and assist each other in complying with any and all regulatory obligations relating to recording and tracking of the transfer of the RECs. Seller and Purchaser shall cooperate in good faith and undertake reasonable efforts to consummate recognition in the REC Tracking System; provided, however, that Purchaser acknowledges that such transfer will not be recognized unless and until Purchaser confirms such transfer in accordance with the applicable requirements of the REC Tracking System. Upon a notification by the administrator or operator of such tracking system that the transfer of the RECs contemplated by this Confirmation will not be recorded due to deficiency in the transaction or documentation, the parties shall promptly confer and cooperate in taking all reasonable actions necessary to cure any defects in the proposed transfer, so that the transfer can be recorded at the earliest possible date. If no REC Tracking System is selected on the cover page for this Transaction, the Seller shall Transfer the Contract Quantity in accordance with the terms specified on the cover sheet and ownership of the RECs shall transfer, accrue to and be assigned exclusively to Purchaser and shall not be passed claimed, assigned or used by any other entity for any use. If an attestation is selected on the cover page for this Transaction, Seller shall, upon Purchaser’s request, deliver to Purchaser an executed attestation in the Purchaserform attached hereto as Appendix I specifying the generating source, notwithstanding anything to amount in megawatt-hours, and the contrary herein contained, until such time as the total Purchase Price and all other amounts for which the Purchaser may be liable in terms hereto, have been paid and/or payment thereof has been secured as herein provided. 11.2 Transfer period of generation of the Property shall be passed by the Seller‘s attorneys as soon as possible after date of acceptance, providing the Purchaser has complied with the provisions of the aforementioned sub- clauseRECs transferred hereunder. 11.3 The Purchaser hereby specifically authorises and agrees to the attorneys mentioned in Schedule “1”, to prepare and complete, from information provided by the Purchaser herein, a transfer duty form required by the SARS for the clearance of the Property for transfer; and specifically authorises and agrees to the said attorneys on behalf of the Purchaser signing and submitting such form to SARS for which preparation, completion, signature and submission this Agreement shall be sufficient authority. 11.4 Transfer of the Property shall be effected by the attorneys mentioned in Schedule “1” and all expenses of and incidental to the preparation and registration of transfer, the conveyancing fees, disbursements and VAT (if applicable), in respect of such transfer, shall be borne by the Purchaser including all expenses and legal costs incidental to the preparation and registration of any mortgage bond to finance institution approving the finance. 11.5 In the event of the Purchaser failing to comply within 7 (seven) days of being requested by the said Attorneys, to furnish them with signed documents or documentation of whatever nature necessary for effecting transfer, or where applicable to ensure that the mortgage bond documentation or ancillary documentation is satisfactorily completed (and the widest possible interpretation shall be used in respect of the terms hereof), then ipso facto on the 8th (eighth) day after such request, the Purchaser shall pay to the Seller penalty interest, at the rate of 2% (two percentum) above prime, calculated from the said 8th (eighth) day until the date of transfer, (both days inclusive). 11.6 The Purchaser acknowledges and accordingly undertakes to comply with all the FICA requirements as set out in Schedule "7" annexed hereto within 7 (seven) days from date of acceptance of this Agreement by the Seller and to supply the attorneys all information and documentation required by the attorneys to enable the attorneys to fulfil their obligations in terms of FICA.

Transfer. 11.1 Transfer If Tenant exercises the Purchase Option, the purchase and sale of the Premises shall not be passed consummated as follows: (i) Landlord shall grant and convey the Premises to Tenant, its authorized agent or assignee, pursuant to a duly executed and acknowledged assignment and assumption of leasehold interest (as to the Purchaser, notwithstanding anything Land) and a grant deed as to the contrary Improvements (collectively herein containedthe "Deed"), until such time as free and clear of all title defects, liens, encumbrances, deeds of trust, mortgages, rights-of-way and restrictive covenants or conditions, of record, placed against the total Premises by Landlord except for the Permitted Title Exceptions (excluding the SBLF Deed of Trust), and any UCC-1 filed or recorded which evidence security interests encumbering the Premises or any part thereof in favor of SBLF, which security interests SBLF shall cause to be released so that they no longer affect the Premises). (ii) The Purchase Price shall be paid upon delivery of the Deed and any other documents reasonably requested by Tenant to evidence the transfer of the Premises subject to the Permitted Title Exceptions (excluding the SBLF Deed of Trust, and any UCC-1 filed or recorded which evidence security interests encumbering the Premises or any part thereof in favor of SBLF, which security interests SBLF shall cause to be released so that they no longer affect the Premises) ("Additional Documents"). In the event that Tenant elects to assign the Purchase Option pursuant to SECTION 20.1(d) below, and Tenant's assignee pays an amount less than the Purchase Price for the Premises, Tenant shall pay to Landlord any excess of the Purchase Price over the amount paid by such assignee. Landlord shall deliver the Deed and the Additional Documents to Tenant on the date for closing specified by Tenant in the Purchase Option Exercise Notice; provided that the date for closing shall occur no later than the last day of the Term of this Lease. The closing shall take place at the location and in the manner reasonably set forth by Tenant in the Purchase Option Exercise Notice. Landlord and Tenant agree to cooperate to establish a concurrent closing and release of the security interests so that the Collateral may be used to pay the Purchase Price, if required. (iii) If Landlord shall fail to cause title to be in the condition required in SECTION 20.1(c)(i) above within the time herein prescribed for the delivery of the Deed, then Tenant shall have the right (in addition to all other rights provided by law) by a written notice to Landlord: (1) to extend the time in which Landlord shall clear title and deliver the Deed and Additional Documents, during which extension this Lease shall remain in full force and effect, except Tenant shall be released from its obligation to pay Base Rent during the extension; (2) to accept delivery of the Deed and Additional Documents subject to such title defects, liens, encumbrances, deeds of trust, mortgages, rights-of-way and restrictive covenants or conditions specified and set forth in the Deed and not cleared by Landlord; (3) to rescind, by notice to Landlord and without any penalty or liability therefor, any and all obligations Tenant may have under and by virtue of the Purchase Option or the exercise thereof, whereupon this Lease shall remain in full force and effect; (4) if the title exception is curable by the payment of money. Tenant may make such payment and such payment shall be a credit against the Purchase Price in favor of Tenant. (iv) Base Rent shall be prorated and paid and all Additional Rent which is then due and payable shall be paid as of the date title to the Premises is vested of record in Tenant. Tenant shall pay all Tenant's attorneys fees and costs and all other amounts for which costs and expenses incurred by Tenant in consummating the Purchaser may be liable in terms hereto, have been paid and/or payment thereof has been secured as herein provided. 11.2 Transfer transfer of the Property Premises. Landlord shall be passed by pay the Seller‘s attorneys costs and expenses of clearing title as soon as possible after date of acceptance, providing the Purchaser has complied with the provisions of the aforementioned sub- clause. 11.3 The Purchaser hereby specifically authorises and agrees to the attorneys mentioned in Schedule “1”, to prepare and complete, from information provided by the Purchaser herein, a transfer duty form required by the SARS for the clearance of the Property for transfer; and specifically authorises and agrees to the said attorneys on behalf of the Purchaser signing and submitting such form to SARS for which preparation, completion, signature and submission this Agreement shall be sufficient authority. 11.4 Transfer of the Property shall be effected by the attorneys mentioned in Schedule “1” and all expenses of and incidental to the preparation and registration of transfer, the conveyancing fees, disbursements and VAT (if applicable), in respect of such transfer, shall be borne by the Purchaser including all expenses and legal costs incidental to the preparation and registration of any mortgage bond to finance institution approving the finance. 11.5 In the event of the Purchaser failing to comply within 7 (seven) days of being requested by the said Attorneys, to furnish them with signed documents or documentation of whatever nature necessary for effecting transfer, or where applicable to ensure that the mortgage bond documentation or ancillary documentation is satisfactorily completed (and the widest possible interpretation shall be used in respect of the terms hereof), then ipso facto on the 8th (eighth) day after such request, the Purchaser shall pay to the Seller penalty interest, at the rate of 2% (two percentum) above prime, calculated from the said 8th (eighth) day until the date of transfer, (both days inclusiveSECTION 20.1(c)(i). 11.6 The Purchaser acknowledges and accordingly undertakes to comply with all the FICA requirements as set out in Schedule "7" annexed hereto within 7 (seven) days from date of acceptance of this Agreement by the Seller and to supply the attorneys all information and documentation required by the attorneys to enable the attorneys to fulfil their obligations in terms of FICA.

Transfer. 11.1 Transfer shall not be passed 10.1 The Purchaser acknowledges that owing to the complexities and interelated steps involved in the approval of the Seller’s development, the opening of the sectional title register over the Parent Property and the transfer of the sectional title units therein to the various purchasers thereof, it is beneficial and in the best interests of the Purchaser that the conveyancers of the Seller, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attorneys, attend to the registration of transfer of the Unit to the Purchaser. 10.2 The Purchaser acknowledges that it is not possible for the Seller to give transfer of the Unit to the Purchaser until such time as the Sectional Title Register in respect of that phase of the Scheme of which the Unit forms a part of is opened in terms of the Act. Accordingly the Seller undertakes, notwithstanding subject to the provisions of clause 10.3 hereof, in a reasonable time and at its own expense, to take such steps as may be reasonably necessary to procure the opening of the said Sectional Title Register. 10.3 Notwithstanding anything to the contrary herein contained, until this Agreement in its entirety is subject to the Sectional Plan referred to in clause 10.2 hereof being approved and a Sectional Plan of Extension being registered within a period of 24 (TWENTY FOUR) months of the date referred to in paragraph N of the Schedule. If the said Sectional Title Register is not opened by such time as date, then failing any agreement to the total Purchase Price contrary arrived at between the parties and all other amounts for which recorded in writing, the Purchaser may shall have the right on notice to the Seller to resile from this Agreement, provided that such notice is delivered to the Seller within 7 (SEVEN) days of the date of expiry of the aforementioned period, and in such event: 10.3.1 the Purchaser shall be liable in terms heretoentitled to be refunded all monies paid on account of the purchase price but not on account of occupational rent, have been paid and/or payment thereof has been secured levies and utilities; 10.3.2 save as herein provided, neither party shall in such event have any further claims whatsoever against the other, nor shall the Purchaser be entitled to claim or allege any right of occupation or tenancy of the Unit; and 10.3.3 the Purchaser, and every person claiming occupation through the Purchaser, shall vacate the Unit on a date stated in such notice to the Seller provided that such date shall not be later than 30 (THIRTY) days from the date of the notice, and the Purchaser shall re-deliver the Unit to the Seller in the same good order and condition as at the date of possession, fair wear and tear excepted. 11.2 Transfer 10.4 The Purchaser shall, within 7 (SEVEN) days of the Property shall be passed being called upon to do so by the Seller‘s attorneys as soon as possible after date of acceptance, providing the Purchaser has complied with the provisions of the aforementioned sub- clause.Conveyancers: 11.3 The Purchaser hereby specifically authorises and agrees 10.4.1 pay to the attorneys mentioned in Schedule “1”, to prepare and complete, from information provided by the Purchaser herein, a transfer duty form required by the SARS for the clearance of the Property for transfer; and specifically authorises and agrees to the said attorneys on behalf of the Purchaser signing and submitting such form to SARS for which preparation, completion, signature and submission this Agreement shall be sufficient authority. 11.4 Transfer of the Property shall be effected by the attorneys mentioned in Schedule “1” and Conveyancers all expenses costs of and incidental to the preparation passing of transfer of the Unit to the Purchaser, including bond costs, bank charges and registration of transfer, the all conveyancing fees, fees and disbursements and VAT (if applicable), in respect of such transfer, shall be borne by levies for which the Purchaser including is liable in terms hereof; and 10.4.2 furnish all expenses such information, sign all such documents and legal costs incidental pay all such amounts that may be necessary or required to enable the Conveyancers and/or the conveyancers attending to the preparation and registration of any mortgage bond to finance institution approving pass transfer of the financeUnit and register any mortgage bond thereover; 10.5 The Conveyancers shall pass transfer of the Unit to the Purchaser as soon as is reasonably practicable in the circumstances, provided the Purchaser has complied with all his obligations under this Agreement. 11.5 In the event 10.6 No liability of the Purchaser failing to comply within 7 (seven) days of being requested by the said Attorneys, to furnish them with signed documents or documentation of whatever any nature necessary for effecting transfer, or where applicable to ensure that the mortgage bond documentation or ancillary documentation is satisfactorily completed (and the widest possible interpretation whatsoever shall be used in respect of the terms hereof), then ipso facto on the 8th (eighth) day after such request, the Purchaser shall pay attach to the Seller penalty interest, at arising out of any delays in effecting transfer of the rate of 2% (two percentum) above prime, calculated from Unit to the said 8th (eighth) day until the date of transfer, (both days inclusive). 11.6 Purchaser. 10.7 The Purchaser acknowledges and accordingly undertakes shall be obliged to comply with all accept ownership of the FICA requirements as set out in Schedule "7" annexed hereto within 7 (seven) days from date of acceptance of this Agreement by the Seller and Unit subject, inter alia, to supply the attorneys all information and documentation required by the attorneys to enable the attorneys to fulfil their obligations in terms of FICA.–

Transfer. 11.1 Transfer Buyer shall have the right to assign its rights and delegate its obligations hereunder with respect to any portion of this Transaction, subject to Seller’s consent, such consent not to be unreasonably withheld; provided that such assignment or transfer shall be subject to receipt by Seller of opinions and documents reasonably satisfactory to Seller and effected on terms reasonably satisfactory to the Seller with respect to any legal and regulatory requirements relevant to the Seller; provided further that Buyer shall not be passed released from its obligation to deliver any Exercise Notice or its obligations pursuant to “Disposition of Hedge Shares”, “Repurchase Notices” or “Conversion Rate Adjustment Notices” above, and Buyer shall be responsible for all reasonable costs and expenses, including reasonable counsel fees, incurred by Seller in connection with any such transfer or assignment. Seller may, with Buyer’s consent (such consent not to be unreasonably withheld), transfer or assign all or any part of its rights or obligations under this Transaction to any third party, in order to transfer or assign a sufficient portion of this Transaction to reduce (i) Seller’s “beneficial ownership” (within the meaning of Section 13 of the Exchange Act and rules promulgated thereunder) to 7.5% of Buyer’s outstanding Shares or less or (ii) the Notice Percentage to 8.5% or less. If after S▇▇▇▇▇’s commercially reasonable efforts, S▇▇▇▇▇ is unable to effect such a transfer or assignment on pricing terms reasonably acceptable to Seller and within a time period reasonably acceptable to Seller (including without limitation where such inability of Seller is due to Buyer’s withholding of consent to such transfer or assignment), Seller may designate any Exchange Business Day as an Early Termination Date with respect to a portion (the “Terminated Portion”) of this Transaction, such that (i) its “beneficial ownership” following such partial termination will be equal to or less than 7.5% or (ii) the Notice Percentage following such partial termination will be equal to or less than 8.5%. In the event that Seller so designates an Early Termination Date with respect to a portion of this Transaction, the provisions set forth above under paragraph 4 of “Additional Agreements, Representations and Covenants of Buyer, Etc.” shall apply in lieu of Section 6(d)(ii) and 6(e) of the Agreement as if (i) an Early Termination Date had been designated in respect of a Transaction having terms identical to this Transaction but whose Applicable Portion was equal to the Purchaser, notwithstanding anything product of the Applicable Portion of this Transaction and the Terminated Portion and (ii) such Transaction were the only Terminated Transaction. Notwithstanding any other provision in this Confirmation to the contrary herein containedrequiring or allowing Seller to purchase, until sell, receive or deliver any Shares or other securities to or from Buyer, Seller may designate any of its affiliates to purchase, sell, receive or deliver such time as the total Purchase Price Shares or other securities and all other amounts for which the Purchaser may be liable in terms hereto, have been paid and/or payment thereof has been secured as herein provided. 11.2 Transfer of the Property shall be passed by the Seller‘s attorneys as soon as possible after date of acceptance, providing the Purchaser has complied with the provisions of the aforementioned sub- clause. 11.3 The Purchaser hereby specifically authorises and agrees otherwise to the attorneys mentioned in Schedule “1”, to prepare and complete, from information provided by the Purchaser herein, a transfer duty form required by the SARS for the clearance of the Property for transfer; and specifically authorises and agrees to the said attorneys on behalf of the Purchaser signing and submitting such form to SARS for which preparation, completion, signature and submission this Agreement shall be sufficient authority. 11.4 Transfer of the Property shall be effected by the attorneys mentioned in Schedule “1” and all expenses of and incidental to the preparation and registration of transfer, the conveyancing fees, disbursements and VAT (if applicable), perform Seller’s obligations in respect of this Transaction and any such transfer, designee may assume such obligations. Seller shall be borne by the Purchaser including all expenses and legal costs incidental discharged of its obligations to Buyer only to the preparation and registration extent of any mortgage bond such performance. In circumstances in which the foregoing provisions relating to finance institution approving Seller’s right to transfer or assign its rights or obligations under the financeTransaction are not applicable, Seller may transfer any of its rights or delegate its obligations under this Transaction with the prior written consent of Buyer, which consent shall not be unreasonably withheld. 11.5 In the event of the Purchaser failing to comply within 7 (seven) days of being requested by the said Attorneys, to furnish them with signed documents or documentation of whatever nature necessary for effecting transfer, or where applicable to ensure that the mortgage bond documentation or ancillary documentation is satisfactorily completed (and the widest possible interpretation shall be used in respect of the terms hereof), then ipso facto on the 8th (eighth) day after such request, the Purchaser shall pay to the Seller penalty interest, at the rate of 2% (two percentum) above prime, calculated from the said 8th (eighth) day until the date of transfer, (both days inclusive). 11.6 The Purchaser acknowledges and accordingly undertakes to comply with all the FICA requirements as set out in Schedule "7" annexed hereto within 7 (seven) days from date of acceptance of this Agreement by the Seller and to supply the attorneys all information and documentation required by the attorneys to enable the attorneys to fulfil their obligations in terms of FICA.

Transfer. 11.1 Transfer shall 8.1 It is recorded that it will only be possible to give transfer of the Subject Property to the Purchaser after, or simultaneously with registration of the General Plan pertaining to the Manor Garden Development Node within which the Subject Property is situated ,and full compliance by the Seller of section 6 of the Retired Persons Act with regard to the Subject Property being a fully serviced residential erf being and as such a housing interest alienated as it relates to such Development Node as well as other infrastructure as may be prescribed by the Local Authority in terms of the conditions of approval as detailed in the Site Development Plan, annexed hereto as Annexure “A”. 8.2 The Purchaser is aware that the Developer will not be passed allowed by the Trustees of DW&CEHOA to the Purchaser, notwithstanding anything to the contrary herein contained, until such time as the total Purchase Price and all other amounts for which the Purchaser may be liable in terms hereto, have been paid and/or payment thereof has been secured as herein provided. 11.2 Transfer pass transfer of the Property unless in compliance with sections 98.4 of the Constitution as set out in Annexure “F” hereto and accordingly the Purchaser will have to provide such information regarding the building agreement and the funding thereof as the Seller may reasonably require to be able to convince the trustees of its compliance of the aforementioned constitutional obligation. 8.3 The Purchaser shall be responsible for the payment of transfer cost (see item 5.1 of the Schedule for an estimate thereof.) Transfer shall be passed by the Seller‘s attorneys as soon as possible after date of acceptance, providing appointed Conveyancers and shall only be given and taken once the Purchaser has complied with paid the provisions of the aforementioned sub- clause. 11.3 The Purchaser hereby specifically authorises transfer and agrees to the attorneys mentioned in Schedule “1”, to prepare and complete, from information provided by the Purchaser herein, a transfer duty form required by the SARS for the clearance of the Property for transfer; and specifically authorises and agrees to the said attorneys on behalf of the Purchaser signing and submitting such form to SARS for which preparation, completion, signature and submission this Agreement shall be sufficient authority. 11.4 Transfer of the Property shall be effected by the attorneys mentioned in Schedule “1” and all expenses of and incidental to the preparation and registration of transfer, the conveyancing fees, disbursements and VAT bond costs (if applicable), in respect of such transfer, shall be borne by or the payment thereof have been guaranteed or received payment from the Purchaser including of all expenses and legal costs incidental to amounts payable by him in terms of this Agreement. The Seller will be responsible for the preparation and registration cost of any mortgage bond to finance institution approving the financethis agreement. 11.5 In 8.4 The Purchaser undertakes to sign the event of the Purchaser failing to comply relevant transfer documents within 7 3 (sevenTHREE) days of being requested called upon to do so. The Purchaser therefore agrees that any delays in affecting transfer shall not give rise to any claim by the said Attorneys, to furnish them with signed documents or documentation Purchaser for cancellation of whatever nature necessary for effecting transferthis sale, or where applicable to ensure that for damages, or otherwise. The sale shall remain in full force and effect notwithstanding any delay in effecting the mortgage bond documentation or ancillary documentation is satisfactorily completed (and the widest possible interpretation Registration of Transfer. 8.5 The Purchaser shall be used in respect accept transfer of the terms hereof)Subject Property subject to all servitudes benefiting or burdening the Subject Property whether existing or legitimately imposed herein by the Seller, then ipso facto on the 8th (eighth) day after such request, the or any competent authority. 8.6 The Purchaser shall pay not under any circumstances be entitled to withhold, delay, or ▇▇▇▇▇ payment of any amounts due to the Seller penalty interestin terms of this agreement, at by reason of any breach or alleged breach of the rate of 2% (two percentum) above prime, calculated from the said 8th (eighth) day until the date of transfer, (both days inclusive)Seller’s obligations hereunder. 11.6 8.7 The Purchaser acknowledges and accordingly undertakes accepts that the Subject Property has been purchased in a development where a development mortgage bond may have to comply with all the FICA requirements as set out in Schedule "7" annexed hereto within 7 (seven) days from date of acceptance of this Agreement be utilized by the Seller and that as a consequence the registration of transfer of the Subject Property to supply the attorneys all information Purchaser will out of necessity have to take place simultaneously with the transfers to other Purchasers as the releases from the operation of the mortgage bond has to take place in linked batches. 8.8 The Purchaser also acknowledges and documentation required accepts that delays in transfer of the Subject Property may be caused by the attorneys to enable officials of the attorneys to fulfil their obligations in terms Local Authority and/or the officials of FICAthe Deeds Office and as such will not have any claims against the Seller caused by such delays.

Transfer. 11.1 Transfer shall not be passed to the Purchaser, notwithstanding anything to the contrary herein contained, until such time as the total Purchase Price and all other amounts for which the Purchaser may be liable in terms hereto, have been paid and/or payment thereof has been secured as herein provided. 11.2 9.1 Transfer of the Property shall be passed by the Seller‘s attorneys Conveyancers and shall be given and taken as soon as is reasonably possible after the date upon which the Certificate of acceptancePractical Completion has been issued, providing subject to the Purchaser has having complied with the provisions all its/his/her obligations in terms of the aforementioned sub- clausethis Agreement. 11.3 9.2 The Purchaser hereby specifically authorises and agrees to the attorneys mentioned in Schedule “1”shall, to prepare and complete, from information provided by the Purchaser herein, a transfer duty form required by the SARS for the clearance of the Property for transfer; and specifically authorises and agrees to the said attorneys on behalf of the Purchaser signing and submitting such form to SARS for which preparation, completion, signature and submission this Agreement shall be sufficient authority. 11.4 Transfer of the Property shall be effected by the attorneys mentioned in Schedule “1” and all expenses of and incidental to the preparation and registration of transfer, the conveyancing fees, disbursements and VAT (if applicable), in respect of such transfer, shall be borne by the Purchaser including all expenses and legal costs incidental to the preparation and registration of any mortgage bond to finance institution approving the finance. 11.5 In the event of the Purchaser failing to comply within 7 (seven) days of being requested by to do so, furnish the said AttorneysConveyancers with any and all documentation as may be required to give effect to the provisions of this Agreement. 9.3 Should Transfer be delayed as a consequence of a breach on the part of the Purchaser, to furnish them with signed documents then without derogating from any other rights or documentation remedies of whatever nature necessary for effecting transferthe Seller in terms of this Agreement, or where applicable to ensure that the mortgage bond documentation or ancillary documentation is satisfactorily completed (and the widest possible interpretation Purchaser shall be used liable to compensate the Seller in respect of the terms hereof), then ipso facto on the 8th (eighth) day after such request, the Purchaser shall pay said delay by making payment to the Seller penalty interest, of interest in respect of the period of such delay calculated at the prime rate of 2plus 3% (two percentumthree percent) above prime, calculated on the Purchase Price from the said 8th (eighth) day until the date of transfer, commencement of the delay to the date of actual payment (both days dates inclusive). 11.6 9.4 The Parties agree that the Seller shall not be in breach of its obligations in the event that a delay in Transfer is occasioned by circumstances which are beyond the Seller’s control, including but not limited to, acts of God, delays caused by weather, civil riots, strikes, labour disputes, war, building and/or water supply delays/disruptions and/or litigation which prevents the completion of the Building and/or the Property and/or any delays by and/or the failure of any regulatory body to grant any permission which may be necessary and/or delays occasioned by the conveyancing process. 9.5 The Purchaser acknowledges and accordingly undertakes accepts that the Purchaser has bought property in a development where a development mortgage bond is likely to comply with all the FICA requirements as set out in Schedule "7" annexed hereto within 7 (seven) days from date of acceptance of this Agreement have been utilised by the Seller Seller, and thus transfer to supply the attorneys all information and documentation required Purchaser will be simultaneous with transfers to other Purchasers necessitated by the attorneys Property sold having to enable be released from the attorneys operation of the mortgage bond. Accordingly the Purchaser acknowledges and accepts that lodgement of the Purchaser’s transfer documents at the deeds office shall be entirely in the discretion of the Seller’s Conveyancers and the Purchaser’s obligation to fulfil their obligations pay occupational rental or interest as detailed in terms of FICAclause 8, as the case may be, shall remain, and be unaffected by any delay occasioned by the above.

Transfer. 11.1 (a) If, after the Closing Date and prior to the relevant Sign-Off Date for an Active Facility, there is a Transfer of that Active Facility to any Person, then Seller's obligations and liabilities as set forth in this Agreement for that Active Facility shall not be passed assigned by Purchaser and shall not extend to such Person unless and until the following occur: (i) Purchaser has given Seller at least thirty (30) days advance written notice of its intent to Transfer that Active Facility; and (ii) the transferee has executed a written agreement in a form reasonably acceptable to Seller agreeing to be bound by the obligations, duties, restrictions and liabilities of Purchaser as set forth herein pertaining to that Active Facility. Purchaser shall in no event be released of its obligations to Seller hereunder by virtue of any Transfer. This Agreement is not intended to, nor shall it, be construed as providing or conferring any rights in or benefits to any Person not party to this Agreement. (b) If, after the Closing Date and prior to the Purchaserrelevant Sign-Off Date for an Active Facility, notwithstanding anything to the contrary herein contained, until such time as the total Purchase Price and all other amounts for which the Purchaser may be liable in terms hereto, have been paid and/or payment thereof has been secured as herein provided. 11.2 there is a Transfer of the Property Active Facility and the accompanying Business as it exists at that time to any Person, then Seller's obligations and liabilities as set forth in this Agreement for that Active Facility shall not be assigned by Purchaser and shall not extend to such Person unless and until the following occur: (i) Purchaser has given Seller at least thirty (30) days advance written notice of its intent to Transfer that Active Facility; (ii) the transferee has executed a written agreement in a form reasonably acceptable to Seller agreeing to be bound by the obligations, duties, restrictions and liabilities of Purchaser as set forth herein pertaining to that Active Facility; and (iii) Seller, in its reasonable discretion, has consented to the Transfer and the transferee. If (i), (ii) and (iii) occur and the Transfer takes place, Purchaser shall be passed by the Seller‘s attorneys released of its obligations to Seller hereunder. This Agreement is not intended to, nor shall it, be construed as soon as possible after date of acceptance, providing the Purchaser has complied with the provisions of the aforementioned sub- clauseor conferring any rights in or benefits to any Person not a party to this Agreement. 11.3 The Purchaser hereby specifically authorises and agrees to the attorneys mentioned in Schedule “1”, to prepare and complete, from information provided by the Purchaser herein, a transfer duty form required by the SARS for the clearance of the Property for transfer; and specifically authorises and agrees to the said attorneys on behalf of the Purchaser signing and submitting such form to SARS for which preparation, completion, signature and submission this Agreement shall be sufficient authority. 11.4 Transfer of the Property shall be effected by the attorneys mentioned in Schedule “1” and all expenses of and incidental to the preparation and registration of transfer, the conveyancing fees, disbursements and VAT (if applicable), in respect of such transfer, shall be borne by the Purchaser including all expenses and legal costs incidental to the preparation and registration of any mortgage bond to finance institution approving the finance. 11.5 In the event of the Purchaser failing to comply within 7 (seven) days of being requested by the said Attorneys, to furnish them with signed documents or documentation of whatever nature necessary for effecting transfer, or where applicable to ensure that the mortgage bond documentation or ancillary documentation is satisfactorily completed (and the widest possible interpretation shall be used in respect of the terms hereof), then ipso facto on the 8th (eighth) day after such request, the Purchaser shall pay to the Seller penalty interest, at the rate of 2% (two percentum) above prime, calculated from the said 8th (eighth) day until the date of transfer, (both days inclusive). 11.6 The Purchaser acknowledges and accordingly undertakes to comply with all the FICA requirements as set out in Schedule "7" annexed hereto within 7 (seven) days from date of acceptance of this Agreement by the Seller and to supply the attorneys all information and documentation required by the attorneys to enable the attorneys to fulfil their obligations in terms of FICA.

Transfer. 11.1 Transfer shall not be passed to the Purchaser, notwithstanding anything to the contrary herein contained, until such time as the total Purchase Price and all other amounts for which the Purchaser may be liable in terms hereto, have been paid and/or payment thereof has been secured as herein provided. 11.2 5.1 Transfer of the Property shall, subject to the provisions of clause 2, be effected by the Conveyancers, only after: 5.1.1 the Suspensive Conditions (as far as they are applicable) are compiled or waived; and 5.1.2 the Purchaser has complied with clauses 3.2.1 and 0; and 5.1.3 the Architects confirmed the completion of the Unit as contemplated in clause 1.2.9. 5.2 Transfer shall be passed by the Seller‘s attorneys Conveyancers and shall be given and taken by the Purchaser on the Estimated Transfer Date, or as soon as reasonably possible after date of acceptancethereto, providing subject to the Purchaser has having complied with the provisions of the aforementioned sub- clause. 11.3 The Purchaser hereby specifically authorises and agrees to the attorneys mentioned in Schedule “1”, to prepare and complete, from information provided by the Purchaser herein, a transfer duty form required by the SARS for the clearance of the Property for transfer; and specifically authorises and agrees to the said attorneys on behalf of the Purchaser signing and submitting such form to SARS for which preparation, completion, signature and submission this Agreement shall be sufficient authority. 11.4 Transfer of the Property shall be effected by the attorneys mentioned in Schedule “1” and all expenses of and incidental to the preparation and registration of transfer, the conveyancing fees, disbursements and VAT (if applicable), in respect of such transfer, shall be borne by the Purchaser including all expenses and legal costs incidental to the preparation and registration of any mortgage bond to finance institution approving the finance. 11.5 In the event of the Purchaser failing to comply within 7 (seven) days of being requested by the said Attorneys, to furnish them with signed documents or documentation of whatever nature necessary for effecting transfer, or where applicable to ensure that the mortgage bond documentation or ancillary documentation is satisfactorily completed (and the widest possible interpretation shall be used in respect of the terms hereof), then ipso facto on the 8th (eighth) day after such request, the Purchaser shall pay to the Seller penalty interest, at the rate of 2% (two percentum) above prime, calculated from the said 8th (eighth) day until the date of transfer, (both days inclusive). 11.6 The Purchaser acknowledges and accordingly undertakes to comply with all the FICA requirements as set out in Schedule "7" annexed hereto within 7 (seven) days from date of acceptance of this Agreement by the Seller and to supply the attorneys all information and documentation required by the attorneys to enable the attorneys to fulfil their his/her/its obligations in terms of FICAthis Agreement. 5.3 The Purchaser acknowledges that the Estimated Transfer Date is only an estimated date and in this regard: 5.3.1 If the Seller, for any reason whatsoever, is unable to effect the registration of transfer of the Unit to the Purchaser, before the Estimated Transfer Date, the Seller shall notify the Purchaser, in writing of such fact at least 30 (thirty) days before the Estimated Transfer Date and specify in such notice the later date on which it expect to be able to effect the aforesaid transfer; provided that in the event the Seller fails to effect the said transfer within a period of 6 (six) months after the Estimated Transfer Date, the Purchaser will be entitled to cancel this Agreement by addressing written notice to such effect to the Seller; 5.3.2 the Purchaser accordingly shall have no claim of whatsoever nature, whether for cancellation of the Agreement or for damages against the Seller, if the registration of transfer of the Unit to the Purchaser does not take place before the Estimated Transfer Date or any period of extension thereafter or within the of 6 (six) months period contemplated above. 5.4 The Seller shall be responsible to pay on demand to the Conveyancers all costs of transfer and all costs directly or indirectly occasioned by the transfer of the Property into the Purchaser’s name. 5.5 The Purchaser shall be responsible for and shall pay forthwith on demand: 5.5.1 All cost, fees and disbursement for purposes of the registration of a mortgage bond over the Property if the Purchaser elects to finance the Purchase Price or a portion thereof. 5.6 The Purchaser shall sign all transfer documents to give effect to the Agreement at the offices of the

Transfer. 11.1 Transfer shall not be passed to the Purchaser, notwithstanding anything to the contrary herein contained, until such time as the total Purchase Price and all other amounts for which the Purchaser may be liable in terms hereto, have been paid and/or payment thereof has been secured as herein provided. 11.2 Transfer of the Property shall be passed by the Seller‘s Seller’s attorneys as soon as possible after date of acceptance, providing the Purchaser has complied with the provisions of the aforementioned sub- clause. 11.3 The Purchaser hereby specifically authorises and agrees to the attorneys mentioned in Schedule “1”, to prepare and complete, from information provided by the Purchaser herein, a transfer duty form required by the SARS for the clearance of the Property for transfer; and specifically authorises and agrees to the said attorneys on behalf of the Purchaser signing and submitting such form to SARS for which preparation, completion, signature and submission this Agreement shall be sufficient authority. 11.4 Transfer of the Property shall be effected by the attorneys mentioned in Schedule “1” and all expenses of and incidental to the preparation and registration of transfer, the conveyancing fees, disbursements and VAT (if applicable), in respect of such transfer, shall be borne by the Purchaser including all expenses and legal costs incidental to the preparation and registration of any mortgage bond to finance institution approving the finance. 11.5 In the event of the Purchaser failing to comply within 7 (seven) days of being requested by the said Attorneys, to furnish them with signed documents or documentation of whatever nature necessary for effecting transfer, or where applicable to ensure that the mortgage bond documentation or ancillary documentation is satisfactorily completed (and the widest possible interpretation shall be used in respect of the terms hereof), then ipso facto on the 8th (eighth) day after such request, the Purchaser shall pay to the Seller penalty interest, at the rate of 2% (two percentum) above prime, calculated from the said 8th (eighth) day until the date of transfer, (both days inclusive). 11.6 The Purchaser acknowledges and accordingly undertakes to comply with all the FICA requirements as set out in Schedule "7" annexed hereto within 7 (seven) days from date of acceptance of this Agreement by the Seller and to supply the attorneys all information and documentation required by the attorneys to enable the attorneys to fulfil their obligations in terms of FICA.

Transfer. 11.1 10.1 Transfer shall not be passed to the Purchaser, notwithstanding anything to the contrary herein contained, until such time as the total Purchase Price purchase price and all other amounts for which the Purchaser may be liable in terms hereto, hereof to the date of transfer have been paid paid, and/or payment thereof has been secured as herein provided. 11.2 10.2 It is recorded that the transfer date shall be as close as possible to the occupation date as defined herein. 10.3 Transfer of the Property shall be passed by the Seller‘s attorneys as soon as possible after date of acceptance, providing the Purchaser has complied with the provisions of the aforementioned sub- clause. 11.3 The Purchaser hereby specifically authorises and agrees to the attorneys mentioned in Schedule “1”, to prepare and complete, from information provided by the Purchaser herein, a transfer duty form required by the SARS for the clearance of the Property for transfer; and specifically authorises and agrees to the said attorneys on behalf of the Purchaser signing and submitting such form to SARS for which preparation, completion, signature and submission this Agreement shall be sufficient authority. 11.4 Transfer of the Property Unit shall be effected by the attorneys mentioned in Schedule “1” Conveyancers. The Seller shall pay the transfer costs relevant to this transfer on condition that the Purchaser complies with the following pre-conditions: 10.3.1. the purchaser is to utilize only the services of the Seller's mortgage originator for purposes of obtaining bond approval; 10.3.2. that both transfer and all expenses of and incidental bond registration is to be effected by the preparation and registration of transfer, the conveyancing fees, disbursements and VAT (if applicable), in respect of such transfer, Conveyancer's ▇▇▇▇ ▇▇▇▇▇ Incorporated. 10.4 The Purchaser shall be borne by the Purchaser including liable for payment of all expenses and legal costs incidental to the preparation and bond registration of any mortgage bond to finance institution approving the financecosts. 11.5 10.5 In the event of registration of transfer to the Purchaser failing to comply within 7 (seven) days being delayed as a consequence of being requested by a default on the said Attorneys, to furnish them with signed documents or documentation of whatever nature necessary for effecting transfer, or where applicable to ensure that the mortgage bond documentation or ancillary documentation is satisfactorily completed (and the widest possible interpretation shall be used in respect part of the terms hereof)Purchaser, then similarly to the terms of the preceding clause, the obligation to pay occupational rental shall ipso facto lapse on the 8th (eighth) day after such requestdate transfer would, but for the default, have been registered, and the Purchaser shall pay to the Seller penalty interestmonthly in advance interest on the full price, (less any amount actually paid to the Seller monthly in advance interest on the full purchase price, less any amount actually paid to the SELLER on account thereof), at the rate of 2% (two percentum) above primementioned in clause 4 above, calculated from the said 8th (eighth) day date transfer would have been possible, had it not been for the default of the Purchaser, until the date of actual transfer, (both days dates inclusive). The terms of this sub-clause shall not apply in addition to the terms of 12.4 above but as an alternative thereto as circumstances dictate. 11.6 The 10.6 In the event that minor work and/or rectification still has to be done to the Unit, notwithstanding that the Architect has certified in terms of clause 7 of the Schedule of Particulars hereof that the Unit is ready for beneficial occupation, the Purchaser acknowledges hereby agrees to take transfer of the Unit and accordingly undertakes to comply with all the FICA requirements as set out in Schedule "7" annexed hereto within 7 (seven) days from date of acceptance of this Agreement by the Seller and to supply the attorneys all information and documentation required by the attorneys to enable the attorneys to fulfil their his obligations in terms of FICAthe Agreement.

Transfer. 11.1 The ▇▇▇▇▇▇ shall, on the Transfer Date transfer by the execution and delivery of proper assurance effective to transfer from the ▇▇▇▇▇▇ to the Successor legal and beneficial title the lands described in Part I of Schedule 2 to this Agreement. The ▇▇▇▇▇▇ shall simultaneously with the transfer of the lands described in Part I of Schedule 2 hereto transfer by delivery to the Successor the farm assets described in Part II of Schedule 2 hereto. The Parties shall continue to farm the farm assets hereby agreed to be transferred in accordance with the Partnership Agreement until the completion of the transfers hereby agreed to be made. The parties agree that a note of the execution of this document shall be entered as a Caution/Inhibition in Folio ____________ of the Register maintained by the Property Registration Authority at the cost of the Successor as soon as practicable after this Agreement has been executed by the parties and the ▇▇▇▇▇▇ hereby irrevocably agrees to execute immediately upon request all further documentation necessary to facilitate such registration The Parties, may by agreement in writing agree to vary the Transfer Date within the calendar year in which it falls always provided that such varied date complies with Section 667D(2)(e)iii of the Act. The farm assets that are subject to this Agreement shall not be passed sold or otherwise disposed of unless by mutual prior agreement of the parties and without derogating from the foregoing the ▇▇▇▇▇▇ shall not contract to sell, lease, licence, dispose of, pledge, mortgage or charge, or deal in any way whatsoever with the lands described in Part I of Schedule 1 hereto adverse to the Purchaser, notwithstanding anything terms of this agreement PROVIDED ALWAYS that this restriction shall not apply to the contrary herein contained, until such time as sale of stock or produce in the total Purchase Price and all other amounts for which the Purchaser may be liable in terms hereto, have been paid and/or payment thereof has been secured as herein provided. 11.2 Transfer ordinary course of the Property shall be passed by the Seller‘s attorneys as soon as possible after date business of acceptance, providing the Purchaser has complied farming in accordance with the provisions Partnership Agreement. It is hereby agreed that the assurance of the aforementioned sub- clause. 11.3 The Purchaser lands hereby specifically authorises and agrees agreed to the attorneys mentioned be transferred shall reserve in Schedule “1”, to prepare and complete, from information provided by the Purchaser herein, a transfer duty form required by the SARS for the clearance favour of the Property for transfer; and specifically authorises and agrees to ▇▇▇▇▇▇[/▇▇▇▇▇▇’▇ Spouse or other Party] the said attorneys on behalf following rights/privileges: [NOTE:E.G. RIGHTS OF RESIDENCE/SUPPORT AND MAINTENANCE ETC.] The parties shall within 21 days of the Purchaser signing and submitting such form to SARS for which preparation, completion, signature and submission this Agreement shall be sufficient authority. 11.4 Transfer completion of the Property shall transfers hereby agreed to be effected by made notify the attorneys mentioned in Schedule “1” and all expenses of and incidental to the preparation and registration of transfer, the conveyancing fees, disbursements and VAT (if applicable), in respect of such transfer, shall be borne by the Purchaser including all expenses and legal costs incidental to the preparation and registration of any mortgage bond to finance institution approving the finance. 11.5 In the event Farm Partnership Registration Office of the Purchaser failing transfers pursuant to comply within 7 (seven) days of being requested by the said Attorneys, to furnish them with signed documents or documentation of whatever nature necessary for effecting transfer, or where applicable to ensure that the mortgage bond documentation or ancillary documentation is satisfactorily completed (and the widest possible interpretation shall be used in respect of the terms hereof), then ipso facto on the 8th (eighth) day after such request, the Purchaser shall pay to the Seller penalty interest, at the rate of 2% (two percentum) above prime, calculated from the said 8th (eighth) day until the date of transfer, (both days inclusive). 11.6 The Purchaser acknowledges and accordingly undertakes to comply with all the FICA requirements as set out in Schedule "7" annexed hereto within 7 (seven) days from date of acceptance Clause 7.3 of this Agreement by the Seller and to supply the attorneys all information and documentation required by the attorneys to enable the attorneys to fulfil their obligations in terms of FICAAgreement.

Transfer. 11.1 6.1 Transfer shall not be passed to the Purchaser, notwithstanding anything to the contrary herein contained, until such time as the total Purchase Price purchase price and all other amounts for which the Purchaser may be liable in terms hereto, hereof to the Registration Date have been paid paid, and/or payment thereof has been secured as herein provided. 11.2 6.2 Transfer of the Property shall be passed effected by the Seller‘s attorneys as soon as possible after date Seller's Conveyancers. All fees and disbursements including VAT where applicable, incurred in and ancillary to the preparation for and registration of acceptancetransfer shall be paid by the Purchaser. 6.3 Any mortgage bond required to be registered to secure the purchase price shall be registered by an Attorney on the ▇▇▇▇▇▇ Finance Panel. All fees and disbursements including VAT where applicable, providing incurred in and ancillary to the preparation for and registration of a mortgage bond shall be paid by the Purchaser. 6.4 It is a material term of this agreement that the Purchaser has complied with shall pay such amounts, sign such documents and furnish such information and documentation as may be required by the provisions Seller's Conveyancers for transfer and by the Attorneys appointed by ▇▇▇▇▇▇ Finance for the mortgage bond, within 7 (seven) days of the aforementioned sub- clausebeing requested to do so. 11.3 6.5 The Purchaser hereby specifically authorises and agrees to the attorneys mentioned in Schedule “1”, to prepare Seller's conveyancers preparing and complete, completing from information provided by the Purchaser herein, a transfer duty form required by the SARS South African Revenue Service (SARS) for the clearance of the Property for transfer; and specifically authorises and agrees to the said attorneys Seller's conveyancers on behalf of the Purchaser signing and submitting such form to SARS for which preparation, completion, signature and submission this Agreement shall be sufficient authority. 11.4 Transfer of the Property shall be effected by the attorneys mentioned in Schedule “1” and all expenses of and incidental to the preparation and registration of transfer, the conveyancing fees, disbursements and VAT (if applicable), in respect of such transfer, shall be borne by the Purchaser including all expenses and legal costs incidental to the preparation and registration of any mortgage bond to finance institution approving the finance. 11.5 6.6 In the event of the Purchaser failing to comply within 7 (seven) days of being requested to do so by either the said AttorneysSeller's Conveyancers or the mortgagee's conveyancers or both as the case may be 6.6.1 to pay any amount mentioned in 6.1, 6.2 or 6.3 above; and/or 6.6.2 to sign any document or furnish them with signed documents any information or documentation of whatever nature necessary for effecting transfer, or where applicable referred to ensure that the mortgage bond documentation or ancillary documentation is satisfactorily completed in 6.4 above (and the widest possible interpretation shall be used in respect of the terms hereof), then ipso facto on the 8th (eighth) eighth day after such requestrequest the Purchaser shall be liable to pay to the Seller penalty interest on the full purchase price at the rate mentioned in clause 5 above, calculated from the said eighth day until the date of transfer, both dates inclusive. 6.7 In the event of registration of transfer to the Purchaser being delayed as a consequence of a default on the part of the Purchaser, then similarly to the terms of the preceding clause, the Purchaser shall pay to the Seller penalty interestmonthly in advance interest on the full purchase price, less any amount actually paid to the Seller on account thereof, at the rate of 2% (two percentum) mentioned in clause 5 above prime, calculated from the said 8th (eighth) day date transfer would have been possible had it not been for the default of the Purchaser, until the date of actual transfer, (both days dates inclusive). The terms of this sub-clause shall not be applied in addition to the terms of clause 6.6 above but as an alternative thereto as circumstances dictate. 11.6 6.8 The Purchaser acknowledges and accepts that the Purchaser has bought property in a development where a development mortgage bond is likely to have been utilised by the Seller; and thus transfer to the Purchaser will be simultaneous with transfers to other Purchasers necessitated by the Property sold having to be released from the operation of the mortgage bond. Accordingly the Purchaser acknowledges and accepts that lodgement of the Purchaser’s transfer documents at the Deeds Office shall be entirely in the discretion of the Seller's Conveyancers and the Purchaser’s obligation to pay penalty interest shall remain, and be unaffected by any delay occasioned by the above. 6.9 The Purchaser acknowledges and accordingly undertakes to comply with all the FICA requirements as further set out in Schedule "7" annexed hereto within 7 (seven) days from date of acceptance of this Agreement by the Seller hereunder and to supply the attorneys furnish all information and documentation required by the attorneys Seller's Conveyancers to enable the attorneys Seller's Conveyancers to fulfil their obligations in terms of the acts mentioned below, and that:- 6.9.1 the Seller's Conveyancers are designated as an "accountable institution" in terms of the Financial Intelligence Centres Act No 38 of 2001 ("FICA"); 6.9.2 certain obligations are placed on the Seller's Conveyancers in terms of FICA and the Prevention of Organised Crime Act 21 of 1998 ("POCA"); 6.9.3 the Seller's Conveyancers shall not be obliged to invest and administer any deposits or any other monies paid by the Purchaser or distribute any monies to the Seller in terms of this agreement unless the Purchaser has provided the Seller's Conveyancers with the documents that they require in terms of FICA and the Seller's Conveyancers shall not be held liable for any loss of interest as a result of the Purchaser's failure to comply herein.

Transfer. 11.1 Transfer shall not It is recorded that it will only be passed possible for the Seller to give transfer of the Unit to the Purchaser, notwithstanding anything to Purchaser upon the contrary herein contained, until such time as opening of the total Purchase Price and all other amounts for which Sectional Title Register in respect of the Purchaser may be liable Scheme in terms hereto, have been paid and/or payment thereof has been secured as herein providedof Section 11 of the Act. 11.2 Transfer The Seller accordingly undertakes to use its best endeavours to procure the opening of the Property Sectional Title Register as soon as legally possible and practicable after the registration of transfer. 11.3 Transfer shall be passed by the Seller‘s attorneys Seller’s Attorney and shall be given and taken as soon as possible after date of acceptance, providing the Purchaser has complied with the provisions of the aforementioned sub- clause. 11.3 Completion Date. The Purchaser hereby specifically authorises and agrees acknowledges that owing to the attorneys mentioned complexities and interrelated steps involved in Schedule “1”, to prepare opening and complete, from information provided by registering the sectional title scheme it is beneficial and in the best interest of the Purchaser herein, a transfer duty form required by the SARS for the clearance of the Property for transfer; and specifically authorises and agrees to that the said attorneys on behalf of the Purchaser signing Seller attend to the registration and submitting such form to SARS for which preparation, completion, signature and submission this Agreement shall be sufficient authoritytransfer. 11.4 Transfer The Purchaser shall accept transfer of the Property shall be effected Unit subject to all conditions and servitudes benefiting or burdening the Unit and the Land whether existing or hereafter imposed by the attorneys mentioned in Schedule “1” Seller and all expenses of and incidental to the preparation and registration of transfer, the conveyancing fees, disbursements and VAT (if applicable), in respect of such transfer, shall be borne by the Purchaser including all expenses and legal costs incidental to the preparation and registration of any mortgage bond to finance institution relevant authorities when approving the financeSectional Title Scheme. 11.5 In the event of there being any difference between the levies payable in respect of any Unit and Exclusive Use Area as may be finally determined by the Body Corporate, SMHOA or LEHOA at their First General Meeting from the levies reflected in this Agreement, the Purchaser failing shall nevertheless accept transfer in satisfaction of the Seller’s obligations hereunder. 11.6 The Purchaser shall sign all documents necessary to comply give effect to this Agreement within 7 (seven) days of being requested called upon to do so. 11.7 The Purchaser shall be obliged to accept registration of transfer when same is tendered to it and shall not be entitled to refuse to make payment of all amounts due by the said Attorneys, Purchaser in terms of this Agreement when called upon to furnish them with signed documents or documentation do so and shall not delay the registration of whatever nature necessary transfer for effecting transfer, or where applicable to ensure any reason whatsoever notwithstanding that certain work covered by the mortgage bond documentation or ancillary documentation is satisfactorily completed (and the widest possible interpretation shall be used in respect provisions of the terms hereof), then ipso facto on the 8th (eighth) day after such request, the Purchaser shall pay to the Seller penalty interest, at the rate of 2% (two percentum) above prime, calculated from the said 8th (eighth) day until the date of transfer, (both days inclusive). 11.6 clause 15 have not yet been effected. The Purchaser acknowledges and accordingly undertakes to comply with all that a breach of any of the FICA requirements as set out in Schedule "7" annexed hereto within 7 (seven) days from date of acceptance aforegoing shall constitute a material breach of this Agreement by the Seller and to supply the attorneys all information and documentation required by the attorneys to enable the attorneys to fulfil their obligations in terms of FICAAgreement.

Transfer. 11.1 Transfer (a) Subject to compliance with the terms and conditions hereof, the transfer of the Purchased Assets (other than the Delayed Purchased Assets) shall be deemed to take effect as at the Effective Time on the Initial Closing Date. (b) Subject to compliance with the terms and conditions hereof, the transfer of the Delayed Shreveport Purchased Assets shall be effective on a sequential basis in accordance with a timetable to be mutually agreed by Seller and Buyer during a period of time which shall begin on the Initial Closing Date and shall end no later than the October 1, 2001. Seller will sell, and Buyer will purchase, the Delayed Shreveport Purchased Assets in accordance with the following provisions: (i) Buyer shall be responsible for transporting the Delayed Shreveport Purchased Assets from the Shreveport Premise to its facility in Mexico, including, without limitation, engaging the carrier, (ii) Seller shall, at Seller's cost, be responsible for disassembling, packing and loading such Delayed Shreveport Purchased Asset, (iii) at the time of such disassembling, packing and loading, a representative of Buyer shall be present to witness and confirm that such Delayed Shreveport Purchased Assets have been disassembled, packed and loaded on Buyer's carrier to the satisfaction of Buyer and (iv) Seller, upon receipt of such confirmation from Buyer's representative, shall not have any further liability for the condition of such Delayed Shreveport Purchased Asset once such Delayed Shreveport Purchased Asset is loaded on to Buyer's carrier in accordance with the foregoing provisions of this Section 7.1(b) and (v) Buyer shall be passed responsible for making any filings with, or obtaining any consents, approvals or authorizations from, any Governmental Body in connection with the transfer of such Delayed Shreveport Purchased Asset to Mexico. At the Effective Time on each Shreveport Delayed Asset Closing Date, Seller shall transfer to Buyer title to the PurchaserDelayed Shreveport Purchased Assets being transferred on such date. (c) Subject to compliance with the terms and conditions hereof, notwithstanding anything the transfer of the Denver and Little Rock Purchased Inventory and the assignment and assumption of the Denver and Little Rock Purchase Orders shall be effective on July 6, 2001 or such later date as Seller and Buyer may mutually determine but in no event later than December 1, 2001. At the Effective Time on the Denver and Little Rock Inventory Closing Date, Seller will transfer to Buyer title to the contrary herein contained, until such time as the total Purchase Price Denver and all other amounts for which the Purchaser may be liable in terms hereto, have been paid and/or payment thereof has been secured as herein providedLittle Rock Purchased Inventory being transferred. 11.2 Transfer of the Property shall be passed by the Seller‘s attorneys as soon as possible after date of acceptance, providing the Purchaser has complied with the provisions of the aforementioned sub- clause. 11.3 The Purchaser hereby specifically authorises and agrees to the attorneys mentioned in Schedule “1”, to prepare and complete, from information provided by the Purchaser herein, a transfer duty form required by the SARS for the clearance of the Property for transfer; and specifically authorises and agrees to the said attorneys on behalf of the Purchaser signing and submitting such form to SARS for which preparation, completion, signature and submission this Agreement shall be sufficient authority. 11.4 Transfer of the Property shall be effected by the attorneys mentioned in Schedule “1” and all expenses of and incidental to the preparation and registration of transfer, the conveyancing fees, disbursements and VAT (if applicable), in respect of such transfer, shall be borne by the Purchaser including all expenses and legal costs incidental to the preparation and registration of any mortgage bond to finance institution approving the finance. 11.5 In the event of the Purchaser failing to comply within 7 (seven) days of being requested by the said Attorneys, to furnish them with signed documents or documentation of whatever nature necessary for effecting transfer, or where applicable to ensure that the mortgage bond documentation or ancillary documentation is satisfactorily completed (and the widest possible interpretation shall be used in respect of the terms hereof), then ipso facto on the 8th (eighth) day after such request, the Purchaser shall pay to the Seller penalty interest, at the rate of 2% (two percentum) above prime, calculated from the said 8th (eighth) day until the date of transfer, (both days inclusive). 11.6 The Purchaser acknowledges and accordingly undertakes to comply with all the FICA requirements as set out in Schedule "7" annexed hereto within 7 (seven) days from date of acceptance of this Agreement by the Seller and to supply the attorneys all information and documentation required by the attorneys to enable the attorneys to fulfil their obligations in terms of FICA.

Transfer. 11.1 Transfer shall 7.1 The PURCHASER acknowledges that it is not be passed possible for the SELLER to give transfer of the PROPERTY to the Purchaser, notwithstanding anything to the contrary herein contained, PURCHASER until such time as the total Purchase Price SCHEME’S sectional title register is opened in terms of the ACT. Accordingly the SELLER undertakes, within a reasonable time and all other amounts for which the Purchaser at its own expense, to take such steps as may be liable in terms hereto, have been paid and/or payment thereof has been secured as herein providedreasonably necessary to procure the opening of the said sectional title register. 11.2 Transfer 7.2 The PURCHASER shall, within 7 (SEVEN) days of the Property shall be passed being called upon to do so by the Seller‘s attorneys as soon as possible after date of acceptance, providing the Purchaser has complied with the provisions of the aforementioned sub- clause.CONVEYANCERS – 11.3 The Purchaser hereby specifically authorises and agrees 7.2.1 pay to the attorneys mentioned in Schedule “1”, to prepare and complete, from information provided by the Purchaser herein, a transfer duty form required by the SARS for the clearance of the Property for transfer; and specifically authorises and agrees to the said attorneys on behalf of the Purchaser signing and submitting such form to SARS for which preparation, completion, signature and submission this Agreement shall be sufficient authority. 11.4 Transfer of the Property shall be effected by the attorneys mentioned in Schedule “1” and CONVEYANCERS all expenses costs of and incidental to the preparation passing of transfer of the PROPERTY to the PURCHASER, including bond costs, bank charges and registration all conveyancing fees and disbursements and 7.2.2 furnish all such information, sign all such documents and pay all such amounts that may be necessary or required to enable the CONVEYANCERS to pass transfer of transferthe PROPERTY. 7.3 Subject to the provisions of 7.7 hereof the CONVEYANCERS shall pass transfer of the PROPERTY to the PURCHASER as soon as is reasonably practicable in the circumstances, provided the PURCHASER has complied with all his obligations under this CONTRACT. 7.4 No liability of any nature whatsoever shall attach to the SELLER arising out of any delays in effecting transfer of the PROPERTY to the PURCHASER. 7.5 The PROPERTY shall be transferred subject to – 7.5.1 the conditions, reservations and servitudes which burden the PARENT PROPERTY; 7.5.2 such conditions of sectional title as are imposed by the SELLER, the conveyancing feeslocal authority and the Minister of Local Government (KwaZulu-Natal); 7.5.3 any change in the number of the SECTION; 7.5.4 any change in the name of the SCHEME (it being recorded that the current proposed name of the SCHEME is WEST ACRES); 7.6 It is recorded that in order to effect transfer of the PROPERTY, disbursements and VAT (if applicable), in respect of such transfer, the CONVEYANCERS shall be borne required to lodge, inter alia, a Transfer Duty exemption certificate, issued by the Purchaser including all expenses and legal costs incidental South African Revenue Services (hereinafter in this paragraph 7.5 referred to as “SARS”) with the preparation and registration Deeds Registry. It is further recorded that SARS have adopted a policy of any mortgage bond to finance institution approving not issuing the finance. 11.5 In aforesaid certificate in the event of any party to the Purchaser failing transaction in question being in arrears with the payment of any amounts SARS believes is due to comply within 7 (seven) days of it or otherwise not being requested by the said Attorneys, in compliance with Tax Laws. Should SARS refuse to furnish them with signed documents or documentation of whatever nature necessary for effecting transfer, or where applicable to ensure that the mortgage bond documentation or ancillary documentation is satisfactorily completed (and the widest possible interpretation shall be used issue a Transfer Duty exemption certificate in respect of the sale of the PROPERTY, in terms hereof)of this CONTRACT, due to the fact that the PURCHASER is in arrears with any payments to SARS or is otherwise not complied with any Tax Laws, then ipso facto on the 8th (eighth) day after such requestin that event, the Purchaser PURCHASER shall pay be deemed to be in breach of this CONTRACT OF SALE and the Seller penalty interest, at SELLER shall be entitled to cancel this CONTRACT should the rate PURCHASER not rectify such breach within 7(SEVEN) days of 2% (two percentum) above prime, calculated receipt of a notice from the said 8th SELLER calling upon him to remedy such breach (eighth) day as contemplated in paragraph 10.1.2 of the CONDITIONS OF SALE). Further, should there be any delay in the issue of the aforesaid Transfer Duty exemption certificate by SARS for either of the aforesaid reasons, then in that event, the PURCHASER shall be deemed to be delaying the registration of transfer which shall entitle the SELLER to claim ▇▇▇▇ interest from the PURCHASER as contemplated in paragraph 18.1 of the CONDITIONS OF SALE. 7.7 It is recorded for the sake of expedience the CONVEYANCERS are instructed by the SELLER to lodge the transfer documents of the SECTIONS in the SCHEME in the Deeds Registry in batches. The PURCHASER undertakes to do all things necessary, as requested by the CONVEYANCERS so as to allow his transfer documents to be included in the batch selected to be lodged so as to avoid any delay in registering the particular batch; should it transpire that the PURCHASER has caused a delay in this regard, the CONVEYANCER will proceed to lodge the particular batch without the PURCHASER’S documents of transfer being included. In such an event the PURCHASER shall be deemed to be in breach of this agreement and shall be liable to pay ▇▇▇▇ interest in terms of clause 17 of the Conditions of Sale from the date of the lodgement of the particular batch until the date of transfer, (both days inclusive)when the PURCHASERS documents are eventually registered. 11.6 The Purchaser acknowledges and accordingly undertakes to comply with all the FICA requirements as set out in Schedule "7" annexed hereto within 7 (seven) days from date of acceptance of this Agreement by the Seller and to supply the attorneys all information and documentation required by the attorneys to enable the attorneys to fulfil their obligations in terms of FICA.

Transfer. 11.1 The Farmer shall, on the Transfer shall not be passed Date transfer by the execution and delivery of proper assurance effective to transfer from the Farmer to the Purchaser, notwithstanding anything Successor legal and beneficial title the lands described in Part I of Schedule 2 to the contrary herein contained, until such time as the total Purchase Price and all other amounts for which the Purchaser may be liable in terms hereto, have been paid and/or payment thereof has been secured as herein providedthis Agreement. 11.2 Transfer The Farmer shall simultaneously with the transfer of the Property shall be passed lands described in Part I of Schedule 2 hereto transfer by delivery to the Seller‘s attorneys as soon as possible after date Successor the farm assets described in Part II of acceptance, providing the Purchaser has complied with the provisions of the aforementioned sub- clauseSchedule 2 hereto. 11.3 The Purchaser Parties shall continue to farm the farm assets hereby specifically authorises and agrees agreed to be transferred in accordance with the attorneys mentioned in Schedule “1”, to prepare and complete, from information provided by Partnership Agreement until the Purchaser herein, a transfer duty form required by the SARS for the clearance completion of the Property for transfer; and specifically authorises and agrees transfers hereby agreed to the said attorneys on behalf of the Purchaser signing and submitting such form to SARS for which preparation, completion, signature and submission this Agreement shall be sufficient authoritymade. 11.4 Transfer The parties agree that a note of the Property execution of this document shall be effected entered as a Caution/Inhibition in Folio [ ] of the Register maintained by the attorneys mentioned in Schedule “1” and all expenses Property Registration Authority at the cost of and incidental to the preparation and registration of transfer, the conveyancing fees, disbursements and VAT (if applicable), in respect of such transfer, shall be borne Successor as soon as practicable after this Agreement has been executed by the Purchaser including parties and the Farmer hereby irrevocably agrees to execute immediately upon request all expenses and legal costs incidental further documentation necessary to the preparation and registration of any mortgage bond to finance institution approving the finance.facilitate such registration 11.5 In The Parties, may by agreement in writing agree to vary the event of Transfer Date within the Purchaser failing to comply within 7 (seven) days of being requested by the said Attorneys, to furnish them with signed documents or documentation of whatever nature necessary for effecting transfer, or where applicable to ensure that the mortgage bond documentation or ancillary documentation is satisfactorily completed (and the widest possible interpretation shall be used calendar year in respect of the terms hereof), then ipso facto on the 8th (eighth) day after such request, the Purchaser shall pay to the Seller penalty interest, at the rate of 2% (two percentum) above prime, calculated from the said 8th (eighth) day until which it the date of transfer, (both days inclusive)transfer is at the discretion of the Farmer and Successor in falls always provided that such varied date complies with Section 667D(2)(e)iii of the Act. and accountant in this respect. 11.6 The Purchaser acknowledges farm assets that are subject to this Agreement shall not be sold or otherwise disposed of unless by mutual prior agreement of the parties and accordingly undertakes without derogating from the foregoing the Farmer shall not contract to comply sell, lease, licence, dispose of, pledge, mortgage or charge, or deal in any way whatsoever with all the FICA requirements as set out lands described in Part I of Schedule "7" annexed 1 hereto adverse to the terms of this agreement PROVIDED ALWAYS that this restriction shall not apply to the sale of stock or produce in the ordinary course of the business of farming in accordance with the Partnership Agreement. 11.7 It is hereby agreed that the assurance of the lands hereby agreed to be transferred shall reserve in favour of the Farmer[/▇▇▇▇▇▇’▇ Spouse or other Party] the following rights/privileges: E.G. RIGHTS OF RESIDENCE/SUPPORT AND MAINTENANCE ETC. 11.8 The parties shall within 7 (seven) 21 days of the completion of the transfers hereby agreed to be made notify the Farm partners in the succession farm partnership have 21 days from the date Partnership Registration Office of acceptance the transfers pursuant to Clause 7.3 of this Agreement by Agreement. the Seller transfer and of amendments to the partnership agreement to reflect HERE SET OUT THE DOCUMENTS OF TITLE: e.g. Copy Folio and Filed Plan Folio 12345 Co. Cork or (if reg. of deeds % of the farm land and CAP payment entitlements that the Farmer owns and licenses in and to supply the attorneys all information and documentation required by the attorneys to enable the attorneys to fulfil their obligations in terms of FICA.partnership

Transfer. 11.1 Transfer shall I understand and acknowledge that the Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and that consequently the Shares must be passed held indefinitely unless they are subsequently registered under the Securities Act, an exemption from such registration is available, or they are sold in accordance with Rule 144 or Rule 701 under the Securities Act. I further understand and acknowledge that the Company is under no obligation to register the Shares. I understand that the certificate or certificates evidencing the Shares will be imprinted with legends which prohibit the transfer of the Shares unless they are registered or such registration is not required in the opinion of legal counsel satisfactory to the PurchaserCompany. I am aware that Rule 144 under the Securities Act, notwithstanding anything which permits limited public resale of securities acquired in a nonpublic offering, is not currently available with respect to the contrary herein containedShares and, until in any event, is available only if certain conditions are satisfied. I understand that any sale of the Shares that might be made in reliance upon Rule 144 may only be made in limited amounts in accordance with the terms and conditions of such time as rule and that a copy of Rule 144 will be delivered to me upon request. I understand that I am purchasing the total Purchase Price Shares pursuant to the terms of the Plan, the Grant Notice and all other amounts for my Option Agreement, copies of which I have received and carefully read and understand. Very truly yours, (Signature) Receipt of the Purchaser may be liable above is hereby acknowledged. AEYE, IIN. By: Title: Dated: THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAVE NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102, OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT. THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933. AEye, Inc. has granted to the Participant named in the Notice of Grant of Restricted Stock Units (the “Grant Notice”) to which this Restricted Stock Units Agreement (the “Agreement”) is attached an Award consisting of Restricted Stock Units (each a “Unit”) subject to the terms hereto, have been paid and/or payment thereof and conditions set forth in the Grant Notice and this Agreement. The Award has been secured as herein provided. 11.2 Transfer granted pursuant to and shall in all respects be subject to the terms and conditions of the Property shall be passed by AEye, Inc. 2016 Stock Plan (the Seller‘s attorneys “Plan”), as soon as possible after date amended to the Date of acceptanceGrant, providing the Purchaser has complied with the provisions of which are incorporated herein by reference. By signing the aforementioned sub- clause. 11.3 The Purchaser hereby specifically authorises Grant Notice, the Participant: (a) acknowledges receipt of and agrees to represents that the attorneys mentioned in Schedule “1”Participant has read and is familiar with the Grant Notice, to prepare and complete, from information provided by the Purchaser herein, a transfer duty form required by the SARS for the clearance of the Property for transfer; and specifically authorises and agrees to the said attorneys on behalf of the Purchaser signing and submitting such form to SARS for which preparation, completion, signature and submission this Agreement shall be sufficient authority. 11.4 Transfer of the Property shall be effected by the attorneys mentioned in Schedule “1” and all expenses of and incidental to the preparation and registration of transfer, the conveyancing fees, disbursements and VAT (if applicable), in respect of such transfer, shall be borne by the Purchaser including all expenses and legal costs incidental to the preparation and registration of any mortgage bond to finance institution approving the finance. 11.5 In the event of the Purchaser failing to comply within 7 (seven) days of being requested by the said Attorneys, to furnish them with signed documents or documentation of whatever nature necessary for effecting transfer, or where applicable to ensure that the mortgage bond documentation or ancillary documentation is satisfactorily completed (and the widest possible interpretation shall be used in respect Plan, (b) accepts the Award subject to all of the terms hereof)and conditions of the Grant Notice, then ipso facto on the 8th (eighth) day after such request, the Purchaser shall pay to the Seller penalty interest, at the rate of 2% (two percentum) above prime, calculated from the said 8th (eighth) day until the date of transfer, (both days inclusive). 11.6 The Purchaser acknowledges and accordingly undertakes to comply with all the FICA requirements as set out in Schedule "7" annexed hereto within 7 (seven) days from date of acceptance of this Agreement by and the Seller Plan and (c) agrees to supply accept as binding, conclusive and final all decisions or interpretations of the attorneys all information and documentation required by Board upon any questions arising under the attorneys to enable Grant Notice, this Agreement or the attorneys to fulfil their obligations in terms of FICAPlan.

Transfer. 11.1 Transfer shall I understand and acknowledge that the Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and that consequently the Shares must be passed held indefinitely unless they are subsequently registered under the Securities Act, an exemption from such registration is available, or they are sold in accordance with Rule 144 or Rule 701 under the Securities Act. I further understand and acknowledge that the Company is under no obligation to register the Shares. I understand that the certificate or certificates evidencing the Shares will be imprinted with legends which prohibit the transfer of the Shares unless they are registered or such registration is not required in the opinion of legal counsel satisfactory to the PurchaserCompany. I am aware that Rule 144 under the Securities Act, notwithstanding anything which permits limited public resale of securities acquired in a nonpublic offering, is not currently available with respect to the contrary herein containedShares and, until in any event, is available only if certain conditions are satisfied. I understand that any sale of the Shares that might be made in reliance upon Rule 144 may only be made in limited amounts in accordance with the terms and conditions of such time as rule and that a copy of Rule 144 will be delivered to me upon request. I understand that I am purchasing the total Purchase Price Shares pursuant to the terms of the Plan, the Notice and all other amounts for my Option Agreement, copies of which I have received and carefully read and understand. Very truly yours, (Signature) Receipt of the Purchaser may be liable above is hereby acknowledged. Bakbone Software Incorporated By: Title: Dated: THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAVE NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102, OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT. THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 Bakbone Software Incorporated has granted to the individual (the “Optionee”) named in the Notice of Grant of Stock Option (the “Notice”) to which this Stock Option Agreement (the “Option Agreement”) is attached an option (the “Option”) to purchase certain shares of Stock upon the terms hereto, have been paid and/or payment thereof and conditions set forth in the Notice and this Option Agreement. The Option has been secured as herein provided. 11.2 Transfer granted pursuant to and shall in all respects be subject to the terms and conditions of the Property shall be passed by Bakbone Software Incorporated 2003 Stock Option Plan (the Seller‘s attorneys “Plan”), as soon as possible after date amended to the Date of acceptanceOption Grant, providing the Purchaser has complied with the provisions of which are incorporated herein by reference. By signing the aforementioned sub- clause. 11.3 The Purchaser hereby specifically authorises and agrees to the attorneys mentioned in Schedule “1”, to prepare and complete, from information provided by the Purchaser herein, a transfer duty form required by the SARS for the clearance of the Property for transfer; and specifically authorises and agrees to the said attorneys on behalf of the Purchaser signing and submitting such form to SARS for which preparation, completion, signature and submission this Agreement shall be sufficient authority. 11.4 Transfer of the Property shall be effected by the attorneys mentioned in Schedule “1” and all expenses of and incidental to the preparation and registration of transferNotice, the conveyancing fees, disbursements and VAT Optionee: (if applicable), in respect of such transfer, shall be borne by the Purchaser including all expenses and legal costs incidental to the preparation and registration of any mortgage bond to finance institution approving the finance. 11.5 In the event of the Purchaser failing to comply within 7 (sevena) days of being requested by the said Attorneys, to furnish them with signed documents or documentation of whatever nature necessary for effecting transfer, or where applicable to ensure represents that the mortgage bond documentation or ancillary documentation Optionee has received copies of, and has read and is satisfactorily completed familiar with the terms and conditions of, the Notice, the Plan and this Option Agreement, (and b) accepts the widest possible interpretation shall be used in respect Option subject to all of the terms hereof), then ipso facto on and conditions of the 8th (eighth) day after such requestNotice, the Purchaser shall pay Plan and this Option Agreement, and (c) agrees to accept as binding, conclusive and final all decisions or interpretations of the Seller penalty interestBoard upon any questions arising under the Notice, at the rate of 2% (two percentum) above prime, calculated from the said 8th (eighth) day until the date of transfer, (both days inclusive)Plan or this Option Agreement. 11.6 The Purchaser acknowledges and accordingly undertakes to comply with all the FICA requirements as set out in Schedule "7" annexed hereto within 7 (seven) days from date of acceptance of this Agreement by the Seller and to supply the attorneys all information and documentation required by the attorneys to enable the attorneys to fulfil their obligations in terms of FICA.

Transfer. 11.1 Transfer 8.1 The Conveyancers shall not be passed to the Purchaser, notwithstanding anything to the contrary herein contained, until such time as the total Purchase Price and all other amounts for which the Purchaser may be liable in terms hereto, have been paid and/or payment thereof has been secured as herein provided. 11.2 Transfer pass transfer of the Property shall be passed by to the Seller‘s attorneys Purchaser as soon as possible is reasonably practicable after date of acceptancethe Approval Date, providing provided the Purchaser has complied with secured the provisions payment of the aforementioned sub- clausepurchase price, paid the transfer costs and any occupational rental and/or levies and/or other charges due prior to transfer, or has secured payment to the reasonable satisfaction of the Seller. 11.3 8.2 The Purchaser hereby specifically authorises and agrees to the attorneys mentioned in Schedule “1”shall, to prepare and complete, from information provided by the Purchaser herein, a transfer duty form required by the SARS for the clearance of the Property for transfer; and specifically authorises and agrees to the said attorneys on behalf of the Purchaser signing and submitting such form to SARS for which preparation, completion, signature and submission this Agreement shall be sufficient authority. 11.4 Transfer of the Property shall be effected by the attorneys mentioned in Schedule “1” and all expenses of and incidental to the preparation and registration of transfer, the conveyancing fees, disbursements and VAT (if applicable), in respect of such transfer, shall be borne by the Purchaser including all expenses and legal costs incidental to the preparation and registration of any mortgage bond to finance institution approving the finance. 11.5 In the event of the Purchaser failing to comply within 7 (seven) days of being requested called upon to do so by the said AttorneysConveyancers: - 8.2.1 pay to the Conveyancers all costs and disbursements incidental to the passing of transfer to the Purchaser, including bond costs, bank charges, and a pro rata share of the rates and levies; and 8.2.2 furnish all necessary information and documentation, and sign all such documentation as is required to furnish them with signed documents or documentation prepare for and effect registration of whatever transfer into the name of the Purchaser. 8.3 No liability of any nature necessary for whatsoever shall attach to the Seller arising out of any delays in effecting transfertransfer of the Property to the Purchaser. 8.4 The Purchaser shall be obliged to accept transfer of the Property subject, inter alia, to: - 8.4.1 the conditions, reservations and servitudes which burden the Property; 8.4.2 any change in the description of the Property; 8.4.3 a condition registered against the title deed to the Property to the effect that the Property, or where applicable to ensure any portion thereof or interest therein shall not be alienated, leased or transferred without the written consent of the Association first having been obtained (provided that the Association’s consent shall not be required for the first transfer of any property from the Seller nor for the simultaneous mortgage bond documentation or ancillary documentation is satisfactorily completed (of any such property). 8.4.4 the conditions in favour of the Seller and the widest possible interpretation Association as set out in this Contract as the Seller may in its sole discretion require and in such form as the Registrar of Deeds may permit. 8.5 It is recorded that in order to effect transfer of the Property, the Conveyancers shall be used required to lodge, inter alia, a transfer duty exemption certificate issues by the South African Revenue Services (“SARS”) with the Deeds Registry. It is further recorded that SARS have adopted a policy of not issuing the aforesaid certificate in the event of any party to the transaction in question being in arrears with the payment of any amount s SARS believes is due to it or otherwise not being in compliance with Tax Laws. Should SARS refuse to issue a transfer duty exemption certificate in respect of the sale of the Property, in terms hereof)of this contract, due to the fact that the Purchaser is in arrears with any payments to SARS or has otherwise not complied with any Tax Laws, then ipso facto on the 8th (eighth) day after such requestin that event, the Purchaser shall pay be deemed to be in breach of the Contract of Sale and the Seller shall be entitled to cancel this Contract should the Purchaser not rectify such breach as contemplated in clause 20 of the Conditions of Sale. Further, should there be any delay in the issue of the aforesaid transfer duty exemption certificate by SARS for either of the aforesaid reasons, then in that event, the Purchaser shall be deemed to be delaying the registration of transfer which shall entitle the Seller to claim ▇▇▇▇ interest as contemplated in clause 21 of the Conditions of Sale. 8.6 The Purchaser acknowledges that: 8.6.1 The documentation necessary to effect transfer of the Property to the Purchaser may be lodged with the Deeds Registry as part of a set including the transfer of other properties and that no documentation in the set, including the documentation relating to the transfer of the Property, can be withdrawn from the Deeds Registry without the entire set being withdrawn; 8.6.2 If it becomes necessary to withdraw the aforesaid set from the Deeds Registry, due to the fact that the Purchaser has not complied with all its obligations under this Contract, the Seller shall suffer damages, including but in no way limited to the loss if interest that would have accrued to the Seller penalty intereston the purchase price of the properties in the set, at from date of the rate withdrawal of 2% (two percentum) above prime, calculated from the said 8th (eighth) day set until the date of transfer, its relodgement and registration; 8.6.3 The Seller shall be entitled to recover from the Purchaser all damages the Seller may have suffered (both days inclusive). 11.6 The Purchaser acknowledges including the aforesaid interest) as a result of the aforesaid set having to be withdrawn and accordingly undertakes all transfers in the set having been delayed by virtue of the Purchaser’s failure to comply with all the FICA requirements as set out in Schedule "7" annexed hereto within 7 (seven) days from date of acceptance provisions of this Agreement by the Seller and to supply the attorneys all information and documentation required by the attorneys to enable the attorneys to fulfil their obligations in terms of FICAContract.