LOAN AGREEMENT

____________________(PTY) LTD

REG NR:

(“the lender”)

and

___________________(PTY) LTD [Holdco]

RE NR:

and

___________________(Pty) LTD [Propco]

(“the borrowers”)

1. INTERPRETATION

In this agreement: -

1.1 clause headings shall not be used in its interpretation;

1.2 unless the context clearly indicates a contrary intention: -

1.2.1 an expression which denotes: -

1.2.1.1 any gender includes the other genders;

1.2.1.2 a natural person includes an artificial person and

vice versa;

1.2.1.3 the singular includes the plural and vice versa;

1.2.2 the following expression shall bear the following meanings and
elated expressions bear corresponding meanings: -

1.2.2.1 “agreement” means the agreement as set out in

this document.
 1.2.2.2 “capital sum” means the sum of R_________;

1.2.2.3 “the borrowers” means the Holdco and Propco

as described herein above, both being companies
with limited liability duly incorporated in terms of
the Company Laws of South Africa, herein
represented by the directors, he being duly
authorized hereto;

1.2.2.4 “effective date” means the signature date;

1.2.2.5 “the lender” means__________________

1.2.2.6 “parties” means the borrowers and the lender,

either individually or collectively, as the context
may require;

1.2.2.7 “prime rate” means the prime bank overdraft rate

as charged and calculated by the borrower’s Bank
in respect of overdraft facilities from time to time,
compounded monthly in arrears, as certified by
any manager of such bank;

1.2.2.8 “signature date” means the date of signature of

this agreement by the last of its signatories.

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

1.4 Words and expressions defined in this agreement shall bear the same
meanings in schedules or annexures to this agreement which do not
themselves contain their own definitions;
 1.5 If any provision in a definition in this agreement is a substantive
provision conferring rights or imposing obligations on any of the parties
her then, notwithstanding that it is only in the definition clause of this
agreement, effect shall be given to it as if it were a substantive
provision in the body of this agreement;

1.6 Any reference to an enactment is to that enactment as at the date of

signature hereof and as amended or re-enacted from time to time;

1.7 When any number of days is prescribed in this agreement, the same
shall be reckoned exclusively of the first and inclusively of the last day
unless the last day falls on a Saturday, Sunday or proclaimed public
holiday in the Republic of South Africa, in which event the last day shall
be the next succeeding day which is not a Saturday, Sunday or public
holiday.

1.8 This agreement shall be governed by and construed and interpreted in

accordance with the laws of the Republic of South Africa.

1.9 If any provision of this agreement is in conflict or inconsistent with any

law, the invalidity of any such provision shall not affect the validity of
the remainder of the provision hereof.

2. RECORDAL

2.1 Whereas the lender and borrowers are co-defendants in an

consolidated action (‘’the action”) under Western Cape High Court
case 12626/13;

2.2 And whereas some of defendants (‘’the Defendants”), including the

parties are represented by Lombard and Kriek Attorneys;
 2.3 And whereas the defendants are jointly and severally responsible for all
legal costs payable to Lombard and Kriek in respect of the action;
2.4 And whereas the Holdco Borrower had applied to Court for the
liquidation of the Propco Borrower and whereas the Propco Borrower
had filed a counter application for its own liquidation; and

2.5 And whereas the Barrowers are due to cash flow constrains not in the
position to contribute their share of the legal costs, the lender has
agreed to, subject to the terms and conditions as set out in this
agreement, lend and advance the capital sum to the borrowers on the
effective date.

2.6 The repayment of the capital sum plus interest to the lender, his/her
Successors-in-title and assigns is to be governed by the terms and
conditions of this agreement.

3. REPAYMENT

3.1 The borrowers will effect payment of the capital amount of Rxxxxx to
the Lender when the Holdco Borrowers receive full repayment and
part thereof from the Propco Borrower whether as liquidation
dividend or in the normal course of business.

3.2 Without derogating from the provisions of clause 3.1, the borrower shall
be entitled to repay all or any portion of the capital sum at
any time after the effective date.

4. CESSION

The lender shall not be entitled to cede any portion of his/her claim
against the borrowers in respect of the capital sum to any other party,
without obtaining the prior written approval of the borrower.

5. BREACH
The outstanding balance of the capital sum shall immediately become
due and payable, and the lender shall be entitled to proceed for the
immediate recovery thereof, should the borrower fail to pay the amount
owed by it to the lender in terms of this agreement on the due date for
payment thereof and fail to remedy such breach within 14 (FOURTEEN)
days after receipt of written notice from the lender requiring the remedy
thereof.

6. COST OF LEGAL PROCEEDINGS

Should the any party institute any legal proceedings against any other
party in terms of this agreement, then the unsuccessful party shall be
obliged to pay all costs incurred by the successful party, in such action
including without limiting the generality of the aforegoing all such costs
on a scale as between attorney and own client.

7. ARBITRATION

7.1 Save as specifically provided to the contrary in this

agreement, any disputes arising from or in connection with
this agreement or the termination thereof shall, at the request
of any party to the dispute, be finally resolved in accordance
with the rules of the Arbitration Foundation of Southern Africa
(or its successor in title) ("AFSA") by an arbitrator or
arbitrators appointed by AFSA.

7.2 Notwithstanding anything to the contrary contained in this 9,

any party shall be entitled to apply for, and if successful, be
granted, an interdict from any competent court having
jurisdiction.

7.3 For the purposes of clause 8.2 and for the purposes of having
any award made by the arbitrator's being made an order of
 court, each of the parties hereby submits themselves to the
non-exclusive jurisdiction of South Gauteng High Court of
South Africa.
7.4 This clause 8 is severable from the rest of this agreement
and shall remain in full force and effect notwithstanding the
termination of this agreement.

8. APPLICABLE LAW AND JURISDICTION

All matters arising from or in connection with this agreement, its validity,
existence and termination shall be determined in accordance with the
laws of the Republic of South Africa.

9. NOTICES AND DOMICILIA

9.1 The parties choose as their domicilia citandi et executandi

their respective addresses set out in this clause 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,
it's breach or termination may validly be served upon or
delivered to the parties.

9.2 For the purpose of this agreement the parties' respective

addresses shall be:-

9.2.1

9.2.2

9.2.3

or at such other address in the Republic of South Africa, not

being a post office box or porte restante, of which the party
concerned may notify the other in writing.
 9.3 Any notice given in terms of this agreement shall be in
writing and shall:-
9.3.1 if delivered by hand be deemed to have been
duly received by the addressee on the date of
delivery;

9.3.2 if posted by prepaid registered post be deemed

to have been received by the addressee on the
7th (seventh) business day following the date of
such posting;

9.3.3 if transmitted by facsimile be deemed to have

been received by the addressee 1 (one) business
day after dispatch.

9.4 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 facsimile transmission, shall be adequate written notice or
communication to such party.

10. GENERAL

10.1 This document and its annexures, if any, constitute the sole
record of the of the agreement between the parties in
relation to the subject matter hereof.

10.2 No party shall be bound by any representation, warranty,

promise or the like not recorded herein.

10.3 No addition to, variation, or agreed cancellation of this

agreement shall be of any force or effect unless in writing
and signed by or on behalf of the parties.
 10.4 No indulgence which any party may grant to any other shall
constitute a waiver of any of the rights of the grantor, who
shall not thereby be precluded from exercising any rights
against the grantee which may have arisen in the past or
which might arise in the future.

10.5 Each and every provision of this agreement shall be

severable and divisible from the other provisions of this
agreement, and if any provision or any combination of
provisions in this agreement is unenforceable, the lender
shall retain the right to enforce all the other terms of this
agreement and shall retain all such rights as are validly and
enforceable conferred upon by this agreement.

10.6 All costs, charges and expenses of every nature whatever

which may be incurred by any party in enforcing their rights
in terms of this agreement, including without limiting the
generality of the aforegoing legal costs on the scale as
between attorney and own client and collection commission,
irrespective of whether any action has been instituted, shall
be recoverable from the party against which such rights are
successfully enforced.

11. COSTS

All costs of and incidental to the negotiations, drafting and execution of

this agreement shall be borne by the borrower.

SIGNED AT____________________ON THIS______DAY OF JULY 2016.

AS WITNESS:

1._______________________ _____________________
THE LENDER
2._______________________

SIGNED AT____________________ON THIS______DAY OF JULY 2016.

AS WITNESS:

1._______________________ _____________________
THE BORROWER
2._______________________