FERNWOOD

PRIVATE ESTATE

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DEED OF SALE IN THE DEVELOPMENT KNOWN AS: -

FERNWOOD PRIVATE ESTATE

Schedule of particulars

1. The Parties:

1.1 THE SELLER

TAIL SPIN TRADING 75 (PTY) LTD Registration number: 2008/023653/07

Herein represented by ANDRIES ADRIAAN FOURIE being a duly authorised thereto by virtue of a

resolution

Address of the Seller: 6 Fish Eagle Drive, Belvidere Heights, Knysna

Telephone number: 082 925 4886

(hereinafter referred to as “the Seller”)

1.2 THE PURCHASER

FULL NAMES:

Identity number:

Matrimonial Status:__________________________________________

SPOUSE FULL NAMES :

Identity number:____________________________________________

or in case of Legal Entity :

Name: _________________________________________________ __

Registration number:________________________________________

Herein represented by: (i) ___________________________________

Identity Number:

in the capacity of , who by the

signing of this agreement guarantees his authority to do so

and

Herein represented by: (ii) ___________________________________

Identity Number:

in the capacity of , who by the

signing of this agreement guarantees his authority to do so

Address of the Purchaser:

Telephone number: (b) _________________ (h)

(cell) ______________ (f)

(e-mail)

(hereinafter referred to as “the Purchaser”)

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2. The Property

The Seller sells and the Purchaser purchases –

Erf _____________________Plot no: _____________ Knysna

(Hereinafter referred to as the "property")

3. THE PURCHASE PRICE

Purchase Price R ___________________________

Deposit payable R ___________________________

Balance Purchase Price R ___________________________

Bond Amount / Guarantee R ___________________________

4. CONVEYANCERS

BALT ATTORNEYS

41 FICHAT STREET

KNYSNA, 6571

Tel: 044 3826424

Conveyancer Marian Balt

Cell number 0829272368

Banking Details:

First National Bank

6203 2922 545

Branch Code 260146

CONDITIONS OF SALE

1. INTERPRETATION

In this agreement, unless inconsistent with the context:

1.1 “architect” means the appointed Architects or such other architect appointed by the

Seller from time to time for the purposes of the development;

1.2 “development” means the development known as “Fernwood Country Estate” on the

land known as Erf 15308,15309,15310, 13844 Knysna;

1.3 “development period” means the period from the commencement of construction to

the transfer of the last saleable Erf in the development;

1.4 “Fernwood Private Estate Home Owners Association” means the Home Owners

Association established in terms of Section 42 of Ordinance No 15 of 1985;

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1.5 “possession date” means the date upon which the property is registered in name of

the Purchaser;

1.6 “prime rate” means a rate of interest per annum which is equal to Absa Bank Ltd

(Registration No 1986/004794/06) published minimum lending rate of interest per

annum, compounded monthly in arrears, charged by the said bank on the unsecured

overdrawn current accounts of its most favoured cor porate clients in the private sector

from time to time. (In the case of a dispute as to the rate so payable, the rate shall be

certified by any manager or assistant manager of any branch of the said bank, who

shall not have to prove his / her appointment) same to be final and binding on the

parties;

1.7 “Purchaser” means the purchaser of the property, being the party described in

paragraph 1.2 of the schedule of particulars;

1.8 “register” means the registration of the property in name of the Purchaser in the

Deeds Registry in terms of the Deeds Registries Act;

1.9 “schedule of particulars” means the schedule of particulars prefixed to this agreement

setting out the particulars of the parties, the property, the purchase price, and

additional information;

1.10 “Seller” mean TAIL SPIN TRADING 75 (PTY) LTD Registration number: 2008/023653/07

1.11 “Seller’s attorneys” mean Balt Attorneys 41 Fichat Street Knysna

1.12 “signature date” means the date of signature by the party doing so last in time;

1.13 “transfer date” means the date of reg istration of transfer in the Deeds Office of the

property into the name of the Purchaser;

1.14 “VAT” means value-added tax at the applicable rate in terms of the Value -Added Tax

Act No 89 of 1991 (or any statutory modification or re -enactment thereof) and includes

any regulations made there under from time to time.

1.15 Words and expressions defined in the Deeds Registries Act shall have the meanings

therein defined. Words importing the singular shall include the plural and vice versa

and words importing the masculine gender shall include females and words importing

persons shall include partnerships and bodies corporate and vice versa.

1.16 The head notes to the paragraphs to this agreement are inserted for reference

purposes only and shall not affect the interpretation of any of the provisions to which

they relate.

1.17 Reference to this agreement shall mean this agreement of sale and shall include the

schedule of particulars prefixed to this agreement.

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2. PURCHASE PRICE

The purchase price of the property is the amount of R ____________ (____________________

________________________________________) which amount includes VAT.

3. PAYMENT OF PURCHASE PRICE

The purchase price is payable by the Purchaser as follows: -

3.1 Upon signature of this agreement a deposit in the amount of R_________________ which

amount will be set off against the purchase p rice against registration of transfer . The said

deposit is payable to the Attorneys mentioned in c lause 5 and the deposit to be invested

in trust in an interest bearing account for the benefit of the Purchaser on receipt by the

Attorneys of the duly signed instruction to invest trust moneys and the required

documentation in terms of the Financial Intelligence Centre Act, No. 38 of 2001 .

3.2 The balance of the purchase price against registration of transfer.

3.3 Should this agreement be subject to the suspensive condition contained in clause 1 0.1.1

in that a loan must be granted and should a loan be granted timeously, but a shortfall

exists after taking into account the deposit paid by the Purchaser and the proceeds of the

loan, then the Purchaser will be obliged to deliver an irrevocable, to the Seller

acceptable, guarantee issued by a South African Bank or a recognised South African

Financial Institution to secure the shortfall, such guarantee to be delivered within 7

(seven) days from being requested to do so.

3.4 Should this agreement not be subject to the suspensive condition contained in clause

10.1.1 hereof, then the Purchaser shall deliver to the Selle r within 14 (fourteen) days

after being requested to do so an irrevocable, to the Seller acceptable, guarantee issued

by a South African Bank or a recognised South African Financial Institution to secure the

balance purchase price.

3.5 All payments to be made by the Purchaser to the Seller shall be free of bank exchange or

commission and without deduction or set -off at the Seller Attorneys.

4. POSSESSION AND OCCUPATION

4.1 Possession and occupation of the property shall be given and taken by the Purchaser on

the registration date, on which date all risk and benefit in respect thereof shall pass to

the Purchaser.

4.2 Should registration of transfer take place after the date of possession, the Purchaser

shall pay occupational interest to the Seller in the amount of R___________________

(_____________________________________________________________________Rand) ,

per month pro rata, payable monthly in advance commencing on the date of possession

and thereafter on the first day of each and every succeeding month unti l registration of

transfer.

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4.3 From the transfer date the Purchaser shall be liable for all rates, taxes and any other

charges levied upon the property by the state, municipality, local authority, or the Home

Owners Association.

4.4 The Purchaser acknowledges that he may suffer inconvenience from building operations

conducted within the development and from noise and dust resulting therefrom. Access

to the property and peaceful use and enjoyment may be interrupted during building

operations. The Purchaser shall have no claim whatsoever against the Seller, nor shall

the Purchaser be entitled to any reduction in the purchase price or to interest thereon by

reason of such inconvenience and or interruption referred herein.

4.5 The Purchaser acknowledges that on the transfer date, the building/s and the other

structures and/or improvements, including infrastructure and roads in the scheme may

be incomplete and that the Purchaser may suffer inconvenience from building operations,

noise, dust and other nuisance factors. The Purchaser shall not be entitle d by reason of

any of the aforegoing to cancel or withdraw from this agreement or to claim damages

from any person or institute interdict proceedings nor shall the Seller be responsible for

any loss, damage or inconvenience suffered by the Purchaser by reason of such building

operations.

5. TRANSFER

5.1 Transfer shall be passed by the Seller’s attorneys, Balt Attorneys, 41 Fichat Street

Knysna

5.2 It is recorded that without the Seller's prior written consent, the Pur chaser would not be

entitled to sell the property prior to taking transfer from the Seller, such consent not to

be unreasonably withheld. Where the Purchaser is a Close Corporation or a Company, the

sale of a property referred to in this clause includes th e sale of a member’s interest in a

Close Corporation or the Sale of a shareholding in a Company.

5.3 The Purchaser shall accept transfer of the property subject to all conditions and

servitudes benefiting and burdening the property and subject to the con ditions imposed

by the competent authorities as and when the subdivision and rezoning of the land, and

furthermore subject to the constitution and rules of the Fernwood Country Estate Home

Owners Association.

6. TITLE CONDITIONS

6.1 The property is sold “voetstoots” as it stands at the possession date and the Seller gives

no warranties (express or implied) as to latent or patent defects.

6.2 The Seller shall not be answerable for any deficiency in the declared extent of the

property and no warranties are given in respect of the boundaries of the property.

6.3 The Purchaser shall accept transfer of the property subject to the all conditions and

servitudes benefiting or burdening same and the property whether existing or hereinafter

imposed by any competent authority or by the Seller.

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6.4 The Purchaser acknowledges and agrees that he has acquainted himself with the

constitution of the Fernwood Country Estate Home Owners Association .

7. HOME OWNERS ASSOCIATION AND RULES

7.1 The Purchaser acknowledges that upon transfer of the property into his name he will

become a member of the Fernwood Private Estate Home Owners Association (“HOA”)

and will abide to the constitution of the HOA.

7.2 The Purchaser binds himself and his successors in title to the terms, conditions and

obligations imposed on the Purchaser in terms of the constitution and rules of the HOA.

The Purchaser undertakes to include in any agreement in respect of the property the

same conditions enforcing membership or obligation to the Association upon occupants

or successors-in title to the Property.

7.3 The following conditions, which shall be registered against the title deed of the property

and incorporated in the constitution of the HOA, shall be binding on the Purchaser and

his successors in title as registered owners of the property: -

7.3.1 The property, or any part thereof, shall not be transferred without the written

consent of the HOA of which the Purchaser and his successors in title, for so long

as they are the registered owners of the property, shall be obliged to be a

member and bound by its constitution’s rules and regulations;

7.3.2 No improvements, alterations, restructuring, repairs or any building work of any

nature shall be affected to the property, nor shall the access to the property be

altered, without the prior written approval of the HOA;

7.3.3 Not more than one dwelling together with such outbuildings as may ordinarily be

required to be used in connection therewith, may be erected on any one erf in

the development;

7.3.4 The property shall not be subdivided, nor re-zoned without the prior written

consent of the HOA;

7.3.5 No property shall be utilized for practicing any trade or profession requiring

access by the public to the property, or which in view of the HOA could constitute

a nuisance to other owners.

8. WARRANTIES

Save as specifically set out herein, the Seller has made no r epresentation and given no

warranties in respect of the property or in respect of anything relating thereto. This sale is

subject to all conditions applicable to the present ownership of the property and further subject

to whatever usual conditions imposed by the relevant authorities in approving the subdivision

and or rezoning.

9. DEFAULT

9.1 If the Purchaser commits a breach of this Agreement or fails to comply with any of the

provisions hereof, then the Seller shall be entitled to give the Purchaser seven (7) days’

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notice in writing via registered post or telefax or by hand to remedy such breach, failing

which the Seller shall have the right, but not be compelle d, and without prejudice of any

of his rights or remedies, including his right to damages, either: -

9.1.1 to cancel this Agreement, in which event the Purchaser shall forfeit all monies

paid to the Seller or his agent(s) in terms hereof; or

9.1.2 to claim immediate payment and/or immediate performance of all of the

Purchaser's obligations in terms hereof.

9.2 Should the Purchaser dispute the Seller's right to cancel this Agreement, then pending

the determination of that dispute, the Purchaser shall be obliged to continue payment of

all amounts payable by him in terms of this Agreement on the due dates thereof and the

Seller shall be entitled to recover and accept those payments without prejudice to the

Seller's claim for cancellation of this Agreement o r any other rights of the Seller

whatsoever.

9.3 Upon cancellation of this Agreement for any reason whatsoever, the Purchaser hereby

undertakes to vacate forthwith the property and to procure that the property shall be

vacated by any person who occupies it through the Purchaser's title or by his permission.

Occupation shall be redelivered in the same good order and condition as at the date of

possession.

9.4 In the event that this deed of sale is cancelled due to the default of the Purchaser, the

Purchaser shall be liable to pay agent's commission as prescribed by the Estate Agents

Boards from time to time, on the purchase price referred to in clause 2 of the Deed of

Sale.

10. SUSPENSIVE CONDITION

10.1 This agreement is subject to the following suspensive condition:

10.1.1 That the Purchaser, within 20 (twenty) working days after the signature date,

against registration of a first mortgage bond as security for the loan over the

property for a total amount of R____________________ or such lesser amount,

obtain a loan as approved by the recognized South African financial institution. In

this regard it is specifically agreed that the aforementioned condition precedent

shall be fulfilled as soon as a financial institution has issued the Purchaser with a

pre agreement and quotation, in whichever form, as provided for in the National

Credit Act and it is specifically recorded that the fulfilment of the condition is not

dependant on acceptance of the quote by the Purchaser.

10.2 Should such loan referred to in clause 1 0.1.1 not be granted in the manner as set out

therein within 14 (fourteen) days from the signature date or within such further period/s

as allowed by the Seller in his exclusive discretion the Seller shall be entitled, but not

obliged, by means of written notice ad dressed to the Purchaser to declare the sale as

cancelled alternatively to arrange for a loan to the Purchaser upon conditions not more

onerous than those set out in c lause 10.1.1 above. In the event of such a loan not being

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granted within a further period of 60 (sixty) days, this period will be automatically

extended until such time as a loan is in fact granted to the Purchaser or the Seller to

declare this sale as cancelled by means of a written notice addressed to the Purchaser.

10.3 In the event of any party giving notice to the other as provided for above for cancellation

of the Agreement the parties shall be placed in the same position as they were prior to

this Agreement and shall have no claim, the one against the other.

10.4 In the event that the Purchaser has paid a deposit in terms of clause 3.1 above and

should this Agreement be cancelled as a result of the Purchaser not obtaining the finance

as required in Clause 10.1.1 above, then the Seller shall give notice to the Conveyancers

of the said cancellation, whereupon the Conveyancers will, within 7 (seven) days after

receipt of such notice from the Seller, repay the deposit together with the accrued

interest thereon (if any) to the Purchaser.

10.5 The Purchaser shall immediately after the signature date sign all documents and take all

steps necessary in respect of his application for the above loan. Should the Purchaser fail

to do so such default shall amount to breach of this Agreement, and in such event the

Seller is, in addition to his remedies i n terms of this Agreement, irrevocably and in rem

suam authorised to complete and sign all documents and applications to any financial

institution as the case may be in respect of an application for a loan on behalf of the

Purchaser.

10.6 In the event of this Agreement being cancelled as provided for in this agreement, the

Purchaser shall not be entitled to any compensation for any improvements made by him

to the property while in occupation in terms of this Agreement.

10.7 There shall be an automatic extensio n of the date/s referred to in clause 1 0.1.1 by such

further period as the Seller may in its sole discretion deem appropriate unless and until

the Seller, by written notice to the Purchaser, advises that there shall be no further

extension of the date/s set out above.

10.8 In the event that the suspensive condition in clause 10.1.1 are not fulfilled on or before

the respective date, or such extension thereof as may have been allowed by the Seller,

this agreement shall be of no force and effect and neither part y shall have any claim

against the other, save that the Seller shall forthwith refund the amount paid by the

Purchaser in terms of clause 3.1 below, together with the accrued interest thereon.

11. NOTICES AND DOMICILIA

11.1 The parties hereby choose domicilium citandi et executandi for all purposes hereunder at

their respective addresses specified in the preamble. Any notice to any party shall be

addressed to it at its domicilium aforesaid and either be sent by prepaid registered post,

or telefax or e-mail or be delivered by hand.

11.2 All notices to be given in terms of this agreement will be in writing and: -

11.2.1 if delivered by hand during normal business hours, be rebuttably presumed

to have been received on the date of delivery;

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11.2.2 if sent by prepaid registered post from within the Republic of South Africa be

rebuttably presumed to have been received within 8 (eight) days of posting;

11.2.3 if sent by telefax before 16h30 be rebuttably presumed to have been

received on the date of successful tr ansmission of the telefax. Any telefax

sent after 16h30, will rebuttably be presumed to have been received on the

following day.

11.2.4 if sent by e-mail before 16h30 be rebuttably presumed to have been received

on the date of successful transmission of the e-mail. Any e-mail sent after

16h30, will rebuttable be presumed to have been received on the following

day.

11.3 Notwithstanding the above, any notice actually received by the Party to whom the notice

is addressed will be deemed to have been properly given and received, notwithstanding

that such notice has not been given in accordance with the provisions of this clause.

12. SOLE CONTRACTUAL RELATIONSHIP

The parties hereto acknowledges this Agreement contains the entire Agreement between them

and that no other conditions, stipulations, warranties and/or representations whatsoever have

been made by either party or their agents than as set forth in this Agreement. No variation of

this Agreement shall effect the terms hereof unless such variation shall be reduced to writing

under the hands of the parties hereto. No extension of time or indulgence granted by either

party to the other shall be deemed in any way to affect, prejudice or derogate from the rights

of such party in any respect under this Agreeme nt, nor shall it in any way be regarded as a

waiver of any rights hereunder, or a novation of this Agreement.

13. COSTS

13.1 The Purchaser is liable for the following: -

13.1.1 Transfer fees as stipulated in the applicable tariff and other normal costs

incidental to registration of transfer;

13.1.2 Mortgage bond registration fee, Deeds Office fee and other normal costs

incidental to registration of a mortgage bond;

13.1.3 All levies and pro rata rates and taxes payable in respect of the property beyond

the date of possession;

13.1.4 All costs in respect of the rates clearance certificate, levy clearance certificate,

bond initiation and valuation fees due to the relevant bank;

13.1.5 The pro rata amount due for occupational rent;

which amounts, plus VAT thereon where applicable, shall be payable upon demand and

prior to registration to the Seller’s Attorneys free of exchange and bank charges.

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14. JURISDICTION

The Purchaser consents, in terms of the Magistrate's Court Act, to the jurisdiction of any Court

having jurisdiction in terms of Section 28(1) of the said Act or of any legislation passed in

substitution thereof, in any action instituted by the Seller arising out of this Agreement

provided that the Seller shall at all times be entitled to institute any action arising out of this

Agreement against the Purchaser in any Supreme Court of competent jurisdiction.

15. COMPANIES, CLOSE CORPORATIONS AND TRUSTS

15.1 If the person signing this agreement as Purchaser acting for and on behalf of a company,

close corporation or trust which is already duly formed and legally entitled to trade,

then:-

15.1.1 the signatory hereto warrants in respect of the company, close corporation or

trust, that he is duly authorised to sign this agreement on its behalf and that

it is in existence and duly registered with the relevant statutory authority;

15.1.2 the registered address of the company, close corporation or nominated

address of the trust will be: _________________________________________

_________________________________________________________________ ,

which address shall be in addition to the address specified in the preamble be

a domicilium citandi et executandi of the Purchaser;

15.1.3 the signatory, by virtue of his signature hereto, binds himself as surety and

co-principal debtor, jointly and severally with the company, close corporation

or trust for the fulfilment of all the terms and conditions of this agreement

and furthermore waives all benefits arising from the relevant legal

exceptions.

15.2 If the Purchaser is acting as trustee for a company or close corporation to be formed,

then in the event of the said company or close corporation not being formed, or if

formed, not ratifying and adopting this agreement within 30 (thirty) days after signature

hereof by the Seller, the Purchaser shall in his personal capacity be the Purchaser

hereunder and shall be bound by all the terms and obligations of this agreement. Should

the company or close corporation be duly formed and accordingly adopts and ratifies this

agreement, then the signatory hereto binds himself as surety and co -principal debtor,

jointly and severally with the company or close corporation for the fulfilment of all the

terms and conditions of this agreement.

16. APPROVAL OF BUILDING PLANS

16.1 Prior to the commencement of any building work on the property, all plans and

specifications for all improvements on the property shall, before being submitted by the

Purchaser to the Local Authority, be subject to the written approval of the HOA. Such

plans may only be drawn and presented by a registered architect. The HOA shall have

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absolute discretion in deciding whether to approve or refuse to approve such plans and

specifications.

16.2 The Seller has formulated architectural guidelines for improvements to the property and

these Guidelines shall operate as the guidelines of the HOA unless and until altered by

the HOA, and the attention of the Purchaser is drawn to these guidelines. No plans shall

be accepted for consideration from the Purchaser's Architect unles s the Purchaser's

Architect has certified there-upon that he has thoroughly familiarised himself with the

aforesaid guidelines and that in this professional opinion the plans being submitted by

him, conform thereto.

16.3 The Purchaser may select a buildin g contractor approved by the HOA, to erect a dwelling

on the property. The Purchaser shall ensure that the builder signs the builder's code of

conduct agreement with the HOA to regulate the building activities on the prope rty and

no building work shall be commenced with or carried out, until such time as the code of

conduct agreement aforesaid has been signed to the satisfaction of the HOA and the

relevant deposit thereunder paid.

17. CO-OPERATION

Each of the parties hereby undertakes to: -

17.1 immediately upon request sign and/or execute all such documents, including without

limiting the generality of the a foregoing, the execution of the necessary Power of

Attorney and Transfer Duty Declarations and Affidavits); and

17.2 do, and to procure the doing by o ther persons of all such acts; and

17.3 pass, and to procure the passing of all such resolutions of directors, shareholders or

trustees if any legal personae or trust;

to the extent that the same may lie within such party’s power and may be required to

give effect to the import or intent of this Agreement, or any contract concluded pursuant

to the provisions of this Agreement.

17.4 it is furthermore specifically agreed that the Purchaser hereby undertakes to: -

17.4.1 so as to ensure that a loan be granted t imeously, immediately on request sign all

application forms and submit the requested financial information to OOBA so as

to accordingly enable them to apply on the Purchaser’s behalf for the loan as

required. The aforementioned not to be done later than 3 (three) days after

receipt of the requested documentation by the Purchaser;

17.4.2 deliver/furnish the attorneys with all such documents/information as may be

reasonably required by them or as required in terms of the Financial Intelligence

Centre Act (FICA);

17.4.3 to keep all appointments;

17.4.4 to, within a period of 3 (three) days from receiving a request thereto, sign all

documents at the offices of the attorneys or any other office appointed for this

purpose.

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Failure to comply with the provisions o f clauses 18.4.1 to 18.4.4 constitutes a material

breach of this Agreement in which event the Seller shall be entitled to immediately

cancel this agreement. In the event of the agreement being cancelled as result of non

compliance with clauses 18.4.1 to 18.4.4 the Seller shall be entitled to, amongst other

things, retain the deposit paid as pre -estimated damages.

18. AGENT'S COMMISSION

The Seller is liable for the payment of Agent's commission, if applicable, due to the relevant

agency for the sale of the property.

19. GENERAL PROVISIONS

19.1 No alteration, cancellation, variation of, or addition hereto shall be of any force or

effect unless reduced to writing and signed by all parties to this agreement or their

duly authorised representatives.

19.2 This document contains the entire agreement between the parties and no party shall

be bound by any undertakings, representations, warranties, promises or the like not

recorded in this agreement.

19.3 No indulgence, leniency or extension of time which any party may grant or show to any

other party, shall in any way prejudice such party or preclude it from exercising any of

its rights in the future.

19.4 Any period referred to in this agreement by way of a reference to a number of days or

weeks or months or other interva ls, shall be reckoned exclusively on the 1s t

(first) day

and inclusively of the last day of the relevant interval, unless the last day falls on a day

which is not a business day, in which case the last day shall be the next succeeding

business day.

19.5 This agreement shall be binding on the estates, heirs, executors, administrators,

liquidators, trustees or assigns of the parties as fully and effectually as if they had

signed this agreement in the first instance and reference to any party shall be deemed

to inc lude such party’s estate, heirs, executors, administrators, liquidators, trustees or

assigns, as the case may be.

19.6 This agreement shall be governed by the Laws of the Republic of South Africa.

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20. COUNTERPART AGREEMENTS

This agreement can be concluded by the parties hereto in any number of counterparts. Each such

counterpart shall, when so executed, constitute an original all of which shall constitute one and

the same document.

SIGNED by the SELLER at on this the day of 20____.

AS WITNESSES :-

1.

2. ______________

SELLER

SIGNED by the PURCHASER at ___on this the day of 20____.

AS WITNESSES :-

1.

2. _____________

PURCHASER

Wind Dance Real Estate Brokers cc a Franchise of Pam Go lding Franchise Services

T/A PAM GOLDING PROPERTIES | Knysna & Plettenberg Bay

________

Principal and Franchisee - Ling Dobson

PGP AGENT:

CONTACT NO: