MEMORANDUM OF AGREEMENT

BETWEEN

JUAN COMBRINCK
Identity Number: 901224 5007 08 9

(hereinafter referred to as "the Lender")

AND

ANDRÉ KRUGER
Identity Number: _______________

(hereinafter referred to as "the Borrower")

Prepared by:
Smith Tabata Buchanan Boyes
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PREAMBLE

WHEREAS the Lender has agreed to lend and advance the sum of R200,000.00 (Two Hundred
Thousand Rands) to the Borrower upon the terms and conditions set out in this agreement;

AND WHEREAS the parties desire to record the agreement in writing.

NOW THEREFORE THE PARTIES AGREE AS FOLLOWS :-

1. INTERPRETATION

1.1 In this agreement unless clearly inconsistent with or otherwise indicated by the context
–

1.1.1 "the agreement" or "this agreement" means the agreement set out in this
document and any schedules hereto;

1.1.2 "the attorneys" means Smith Tabata Buchanan Boyes Inc (Somerset West Ref:
Ms Riette Borman);

1.1.3 "the Borrower" means André Kruger;

1.1.4 "business day(s)" means a day other than a Saturday, Sunday or a public
holiday recognised as such under the Public Holidays Act No. 36 of 1994 (as
amended);

1.1.5 "the effective date" means the date of advancement of the loan;

1.1.6 "the Lender" means Juan Combrinck;

1.1.7 "the loan" means the total capital amount lent and advanced by the Lender to
the Borrower in terms this agreement being an amount of R200,000.00 (Two
Hundred Thousand Rands);

1.1.8 “participation interest” has the meaning ascribed thereto in clause 5.4;

1.1.9 "the parties" means the Lender and the Borrower, and "party" means either
one of them as the context may indicate;

1.1.10 any reference to the singular includes the plural and vice versa;

1.1.11 any reference to natural persons includes legal persons and vice versa;

1.1.12 any reference to a gender includes the other genders.

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

1.3 Words and expressions defined in any sub-clause shall, for the purposes of the clause of
which that sub-clause forms part, bear the meaning assigned to such words and
expressions in that sub-clause;
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1.4 This agreement shall be governed by and construed and interpreted in accordance with
the laws of the Republic of South Africa.

2. BACKGROUND

The Borrower intends to enter into an Agreement for two erven, namely:

The Borrower intends on developing these erven and selling them to third parties.
A deposit of R200 000.00 for the erven is due and payable as deposit in the transaction
between the owner of the above two erven and the Borrower. These funds will be paid by
the Lender directly to the Conveyancing Attorneys attending to the transaction.
The Lender will, over and above the repayment of the loan for R200 000.00, receive a profit
share in the development undertaken by the Borrower.

3. THE LOAN

The Lender hereby lends to the Borrower who borrows the sum of R200,000.00 (Two
Hundred Thousand Rand) on the terms and conditions as set out in this agreement.

4. ADVANCE OF LOAN

The loan amount will be advanced to the Borrower within 7 (seven) days of the
Conveyancing Attorneys, requesting same from the Borrower. The Lender will make
payment of the loan amount directly into the trust account of the Conveyancing Attorneys
attending to the Development.

5. INTEREST

5.1 The parties agree that no Interest will accrue on to any portion of the loan for the
duration of this agreement.

5.2 The loan shall be repaid by the Borrower to the Lender on the terms more fully
specified in clause 6 below.

5.3 In addition to the repayment of the loan, the Borrower shall pay the Lender a share
in the profits of the development to be undertaken by the Borrower (the
“Participation interest”).

5.4 The Participation interest shall be calculated as follows:

OF

The participation interest shall be calculated as agreed upon by the parties at a later
stage.

5.4. The parties agree that the participation interest shall be limited to a minimum of
R50,000.00 (Fifty Thousand Rand).
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6. REPAYMENT OF LOAN AND INTEREST

6.1 The Borrower shall repay the loan (interest free) together with the participation
interest, amounting to a minimum total of R250 000.00 (Two Hundred and Fifty
Thousand Rand), as follows:

6.1.1 On registration of transfer of the last of the two erven R25 000.00 (Twenty
Five Thousand Rand) shall be payable by the Borrower to the Lender.

6.1.2 On completion of the project, which project shall be deemed completed on

registration of transfer of the properties so developed, which completion
shall not be later than 31 September 2017, the following amount shall be
payable to the Lender:

6.1.2.1 R225 000.00 (Two Hundred and Twenty Five Thousand Rand) or
such higher amount as per the Lender’s shares in profit as per the
participation interest.

6.1.2.2 This amount is payable over and above the R25 000.00 (Twenty Five
Thousand Rand) payable by the Borrower to the Lender

6.2 Notwithstanding the above clause, all amounts outstanding in terms of this agreement,
being the loan and the participation interest, shall be repaid by the Borrower to the
Lender in full by no later than 31 September 2017.

6.3 All payments to be made by the Borrower in terms of this agreement shall be made in
Rand at or before 12h00 on the due date for payment in immediately available
funds, free of set-off, taxes (of any nature whatsoever), costs, charges, expenses or
any other deductions, to the bank account as notified by the Lender to the Borrower
in writing.

6.4 The Borrower shall have no right to defer, adjust or withhold any payment due to the
Lender arising out of this agreement by reason of any set-off or counter claim of
whatsoever nature and howsoever arising, or obtain deferment of any judgment for
any such payment or part thereof or to obtain deferment of any execution of such
judgment.

7. BREACH OF THE AGREEMENT AND DEFAULT GENERALLY

In the event of a breach by the Borrower of any term contained in this agreement, the
Lender will have the right, without notice to the Borrower, to claim from the Borrower the
full amount outstanding in terms of this agreement.

8. JURISDICTION

8.1 Any party shall be entitled to institute all or any proceedings against the other party in
connection with this agreement in the Magistrate's Court of South Africa
notwithstanding that the amount claimed or the value of the matter exceeds such
jurisdiction and for the purposes thereof the parties hereby consent to the
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jurisdiction of the Magistrate's Court having jurisdiction over it in terms of Section
28 of the Magistrate's Court Act No. 32 of 1944 (as amended).

8.2 Any party instituting action in terms of this agreement shall be entitled to costs on an
Attorney and own client scale.

9. RENUNCIATION OF BENEFITS

The Borrower renounces the benefits arising from the legal exceptions of exclusion, division,
non numeratae pecuniae, non causa debiti, errore calculi, revision of accounts and no value
received, and declares itself to be fully acquainted with the meaning and effect and its
renunciation thereof.

10. CERTIFICATE OF INDEBTEDNESS

A certificate signed by the Lender as to the existence of any amount of indebtedness by the
Borrower to the Lender under this agreement, that such amount is due and payable shall be
sufficient proof of the contents and correctness thereof for the purposes of provisional
sentence, summary judgment or any other proceedings, and shall be valid as a liquid
document for such purpose and shall in addition, be prima facie proof for the purposes of
pleading or trial in any action instituted by the Lender arising herefrom. Such certificate shall
be final and binding on the Parties and not subject to any dispute, appeal to review (save for
in the event of a manifest error).

11. NOTICE AND DOMICILIUM

11.1 The parties hereby choose as their domicilium citandi et executandi their respective
addresses set out in this clause 8, for all purposes arising out of or in connection
with this agreement, at which addresses all the processes and notices arising out of
or in connection with this agreement, its breach or termination may validly be
served upon or delivered to the parties.

11.2 For the purposes of this agreement the parties' respective addresses shall be–

11.2.1 As regards the Borrower at _______________________________________

______________________________________________________________

11.2.2 as regards the Lender at _______________________________________

______________________________________________________________

or at such other address, not being a post office box or poste restante, of which the
party concerned may notify the other in writing.

11.3 Any notice given in terms of this agreement shall be in writing and shall –

11.3.1 if delivered by hand, be deemed to have been duly received by the

addressee on the date of delivery;
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11.3.2 if transmitted by email, be deemed to have been received by the addressee

on the date of delivery;

11.4 Notwithstanding anything to the contrary contained in this agreement, a written notice
or communication actually received by one of the parties from another including by
way of email shall be adequate written notice or communication to such party.

12. MISCELLANEOUS

12.1 Each party warrants to the other party that it has power, authority and legal right to
sign and perform this agreement.

12.2 The Borrower shall not cede any of its rights or delegate any of its obligations under this
agreement without the prior written consent of the Lender. The Lender may at any
time cede any of its rights or delegate any of its obligation under this agreement
without the prior written consent of the Borrower.

12.3 The parties hereto agree to perform any further acts and to execute and deliver any
further documents which may be necessary or appropriate to carry out the purposes
of this agreement.

12.4 This agreement constitutes the whole agreement between the parties as to the subject-
matter hereof and no agreement, representations or warranties between the parties
other than those set out herein are binding on the parties.

12.5 This agreement cancels and supersedes all prior negotiations and agreements entered
into between the Parties relating to the matters set forth in this agreement.

12.6 No addition to or variation, consensual cancellation or novation of this agreement and

no waiver of any right arising from this agreement or its breach or termination shall
be of any force or effect unless reduced to writing and signed by all the parties or
their duly authorised representatives.

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

12.8 Any provision in this agreement which is or may become illegal, invalid or
unenforceable in any jurisdiction shall, with respect to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability and shall be treated
pro non scripto and severed from the balance of this agreement, without
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invalidating the remaining provisions of this agreement or affecting the validity or
enforceability of such provision in any other jurisdiction.

12.9 Signature

12.9.1 This agreement may be executed in a number of counterparts and by the

same parties in different counterparts, but shall only be deemed to have
been concluded when each party has executed at least one counterpart.

12.9.2 Each counterpart, when executed, shall be an original, but all counterparts
together constitute the same document.

12.9.3 The parties record that it is not required for this agreement to be valid and
enforceable that a party shall initial the pages of this agreement and/or have
its signature of this agreement verified by a witness.
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SIGNED AT on this day of 2017 in the presence of
the undersigned witnesses.

AS WITNESSES:

1. __________________

2. __________________ ________________________________
THE LENDER

SIGNED AT on this day of 2017 in the presence of

the undersigned witnesses.

AS WITNESSES:

1. __________________

2. __________________ ________________________________
THE BORROWER