SALE OF SHARES AGREEMENT Annexure B entered into between Kingswood Golf Estate Home Owners Association (HOA) and Kingswood Golf Estate (Pty) Ltd (KGE) Registration No 1988/004915/07
2 WHEREBY IT IS AGREED AS FOLLOWS : 1. INTERPRETATION AND PRELIMINARY The headings of the clauses in this agreement are for the purpose of convenience and reference only and shall not be used in the interpretation of nor modify nor amplify the terms of this agreement nor any clause hereof. Unless a contrary intention clearly appears : 1.1. words importing : 1.1.1. any one gender include the other two genders; 1.1.2. the singular include the plural and vice versa; and 1.1.3. natural persons include created entities (corporate or unincorporated) and the state and vice versa; 1.2. the following terms shall have the meanings assigned to them hereunder and cognate expressions shall have corresponding meanings, namely : 1.2.1. Business Days means all days other than any Saturday, Sunday or public holiday in South Africa; 1.2.2. Effective Date means, notwithstanding the date of signature of this Agreement, 1 March 2017; 1.2.3. Implementation Date means the Effective Date; 1.2.4. Kingswood Golf Operations (Pty) LtdRegistration number 2007/030087/07 (Golf Ops) 1.2.5. Kingswood Golf Properties (Pty) Ltd Registration No 2009/001906/07 (Golf Props) 1.2.6. Sold Claims means 100% (one hundred percent) of the claims of Kingswood Golf Props (Pty) Ltdand Kingswood Golf Operations (Pty) Ltd on loan account against KGEon the Implementation Date; 1.2.7. Sold Shares means 100 ordinary shares in Golf Ops and 100 ordinary shares in Golf Props; 1.3. any reference in this agreement to "Date of Signature Hereof" shall be read as meaning a reference to the date of the last signature of this agreement;
3 1.4. if any provision in a definition is a substantive provision conferring rights or imposing obligations on any party, notwithstanding that it is only in the definition clause, effect shall be given to it as if it were a substantive provision in the body of the agreement; 1.5. when any number of days is prescribed in this agreement, same shall be reckoned exclusively of the first and inclusively of the last day unless the last day falls on a Saturday, Sunday or public holiday in South Africa, in which case the last day shall be the next succeeding day which is not a Saturday, Sunday or public holiday in South Africa; 1.6. if figures are referred to in numerals and in words and if there is any conflict between the two, the words shall prevail; 1.7. expressions defined in this agreement shall bear the same meanings in schedules or annexures to this agreement which do not themselves contain their own conflicting definitions; 1.8. if any term is defined within the context of any particular clause in this agreement, the term so defined, unless it is clear from the clause in question that the term so defined has limited application to the relevant clause, shall bear the meaning ascribed to it for all purposes in terms of this agreement, notwithstanding that that term has not been defined in this interpretation clause; 1.9. the rule of construction that a contract shall be interpreted against the party responsible for the drafting or preparation of the contract, shall not apply; 1.10. any reference in this agreement to a party shall include a reference to that party s assigns expressly permitted under this agreement and, if such party is liquidated or sequestrated, be applicable also to and binding upon that party s liquidator or trustee, as the case may be. 1.11. the words "include", "including" and "in particular" shall be construed as being by way of example or emphasis only and shall not be construed as, nor shall they take effect as, limiting the generality of any preceding word/s; 1.12. any reference in this agreement to any other agreement or document shall be construed as a reference to such other agreement or document as same may have been, or may from time to time be, amended, varied, novated or supplemented; 1.13. the words "other" and "otherwise" shall not be construed eiusdem generis with any preceding words if a wider construction is possible.
4 2. RECORDAL 2.1. KGE the company that owns the Golf props at Kingswood Golf Estate wishes to dispose of the company and the HOA wishes to purchase the company so as to ensure that the future of the Private Open Space erven on which the golf course is established, the maintenance shed property and the erf earmarked for a future clubhouse comes under the control of the HOA so as to ensure the future sustainability of the golf course and operations to the benefit of the homeowners at Kingswood Golf Estate. 2.2. It is further recorded and agreed that the HOA also wishes to purchase the golf operations business,golf Ops, from KGE to secure the income stream to maintain the golf related properties owned by Golf Props. 3. SALE OF THE SOLD SHARES AND THE SOLD CLAIMS 3.1. KGEsells to the HOA, which purchases as one indivisible transaction, the Sold Sharesand thesold Claims. 3.2. Notwithstanding the date upon which this agreement is signed and the date upon which the Sold Shares and the Sold Claims are delivered to the HOA the Sold Shares and the Sold Claims are sold with effect on and as from the Effective Date, from which date all risk in and benefits attaching to them shall be deemed to have passed to the HOA. 3.3. The purchase price of the Sold Shares and the Sold Claims is R1(One Rand), allocated as follows: 3.3.1. R 1 (One Rand) in respect of the Sold Shares; and 3.3.2. Nil Rand in respect of the Sold Claims. 3.4. All payments by the HOA in terms of this agreement shall be made by way of electronic funds transfer into the South African bank account nominated in writing for this purpose by the KGE. 3.5. On the Implementation Date: 3.5.1. the share certificates in respect of the Sold Shares, together with declarations for the transfer thereof in blank as to transferee, duly dated and signed by a representative of KGE and otherwise complying with the provisions of Golf Ops and Golf Props memorandum of incorporation and the Securities Transfer Tax Act, 2007;
5 3.5.2. a written cession of the Sold Claims including due delivery of any security held for or in respect of those claims; 3.5.3. a certified copy of a resolution passed by the directors of Golf Ops and Golf Props: 3.5.3.1. approving of the transfer of the Sold Shares to HOA; and 3.5.3.2. noting the cession of the Sold Claims; and 3.5.4. such other documents as are necessary in order to enable HOA to procure the registration of the Sold Shares into its name. 3.6. Notwithstanding anything to the contrary contained in this agreement, the parties agree that all the matters to be completed pursuant to clauses 3 shall be deemed to have been completed simultaneously, and that none of them shall be deemed to have been completed unless all of them have been completed. 4. WAIVER OF PRE-EMPTIVE RIGHTS For the purposes of the transaction contemplated in this agreement, to the extent which may be necessary: 4.1. the parties hereby waive any pre-emptive rights and all other rightsthey may have in relation to the transfer of the Sold Shares and the Sold Claims to the HOA in terms of this agreement, as contained in Golf Ops and Golf PropsMemorandum of Incorporation; and 4.2. agree to dispense with all processes set out ingolf Props and Golf Ops Memorandum of Incorporation, insofar as concerns the transfer of the Sold Shares and the Sold Claims to HOA in terms of this agreement, with the provisions of this agreement superseding such provisions in their entirety. 5. BREACH If any party breaches any material provision or term of this agreement (other than those which contain their own remedies or limit the remedies in the event of a breach thereof) and fails to remedy such breach within 7 (seven) days of receipt of written notice requiring it to do so, then the aggrieved party shall be entitled without notice, in addition to any other remedy available to it at law or under this agreement, including obtaining an interdict, to cancel this agreement or to claim specific performance of any obligation whether or not the due date for performance has arrived, in either event without prejudice to the aggrieved party's right to claim damages.
6 6. ASSIGNMENT No party shall be entitled to cede or delegate, respectively,any of its rights or obligations under this agreement to any third party. 7. DOMICILIUM CITANDI ET EXECUTANDI 7.1. The parties choose as their domicilia citandi et executandi for all purposes under this agreement, whether in respect of court process, notices or other documents or communications of whatsoever nature, the following addresses : 7.1.1. HOA Physical: 1 Kingswood Blvd, Kingswood Golf Estate, George Postal: E-mail: Suite 1, Kingswood Golf Estate, George lizeb@kingswood.co.za 7.1.2. KGE Physical: 25 Jan Conradie Crescent, ASLA Park, Strand, 7140 Postal: P O Box 118, Gordonsbay, 7151 E-mail: holdings@asla.co.za 7.2. Any notice or communication required or permitted to be given in terms of this agreement shall be valid and effective only if in writing but it shall not be competent to give notice in terms of clause 5by e-mail. 7.3. Any party may by notice to any other party change the physical address chosen as its domicilium citandi et executandi vis-à-vis that party to another physical address where postal delivery occurs in South Africa or its postal address or its fax number or e-mail address, provided that the change shall become effective vis-à-vis that addressee on the fifth business day from the receipt of the notice by the addressee. 7.4. Any notice to a party : 7.4.1. sent by prepaid registered post (by airmail if appropriate) in a correctly addressed envelope to it at an address chosen as its domicilium citandi et executandi to which post is delivered shall be deemed to have been received on the seventh business day after posting (unless the contrary is proved);
7 7.4.2. delivered by hand to a responsible person during ordinary business hours at the physical address chosen as its domicilium citandi et executandi shall be deemed to have been received on the day of delivery; or 7.4.3. sent by e-mail to its chosen e-mail address stipulated in clause 7.1, shall be deemed to have been received on the date of despatch (unless the contrary is proved). 7.5. Notwithstanding anything to the contrary herein contained a written notice or communication actually received by a party shall be an adequate written notice or communication to it notwithstanding that it was not sent to or delivered at its chosen domicilium citandi et executandi. 8. WHOLE AGREEMENT, NO AMENDMENT 8.1. This agreement constitutes the whole agreement between the parties relating to the subject matter hereof. 8.2. No amendment or consensual cancellation of this agreement or any provision or term hereof or of any agreement or other document issued or executed pursuant to or in terms of this agreement and no settlement of any disputes arising under this agreement and no extension of time, waiver or relaxation or suspension of or agreement not to enforce or to suspend or postpone the enforcement of any of the provisions or terms of this agreement or of any agreement or other document issued pursuant to or in terms of this agreement shall be binding unless recorded in a document signed by the parties (or in the case of an extension of time, waiver or relaxation or suspension, a document signed by the party granting such extension, waiver or relaxation). Any such extension, waiver or relaxation or suspension which is so given or made shall be strictly construed as relating strictly to the matter in respect whereof it was made or given. For the purposes of this clause,notwithstanding the Electronic Communications and Transactions Act, 2002, signed shall mean a signature executed by hand on paper containing the document or an advanced electronic signature as defined in the Electronic Communications and Transactions Act, 2002, applied to the document by the signatory. 8.3. No extension of time or waiver or relaxation of any of the provisions or terms of this agreement or any agreement, bill of exchange or other document issued or executed pursuant to or in terms of this agreement, shall operate as an estoppel against any party in respect of its rights under this agreement, nor shall it operate so as to preclude such party thereafter from exercising its rights strictly in accordance with this agreement.
8 8.4. To the extent permissible by law no party shall be bound by any express or implied term, representation, warranty, promise or the like not recorded herein, whether it induced the contract and/or whether it was negligent or not. Kingswood Golf Estate HOA For: Signature: who warrants that he / she is duly authorised thereto Name: Date: Place: For: ASLA Devco (PTY) LTD Signature: who warrants that he / she is duly authorised thereto Name: Date: Place: For: Kingswood Golf Operations (Pty) Ltd Signature: who warrants that he / she is duly authorised thereto Name: Date: Place:
9 For: Kingswood Golf Properties (Pty) Ltd Signature: who warrants that he / she is duly authorised thereto Name: Date: Place: