Sale Agreement - Sectional Title - Fixed Levy for Life - Pam Golding ...

SOMERSET GARDENSSECTIONAL TITLE SALE AGREEMENTFixed Levy for LifeEntered into by and between:SOMERSET GARDENS DEVELOPMENTS (PTY) LIMITEDNo.1993/006113/07Of59 Southfield Road, Plumstead 7800The “Seller”AndSOMERSET GARDENS MANAGEMENT (PTY) LIMITEDNo. 1992/003640/07Of59 Southfield Road, Plumstead 7800The “Management Company”And………………………………………………………Of………………………………………………………………………………………………………………………………………………………………………The “Purchaser”Sale Agreement - Sectional Title - Fixed Levy for Life.docRevision No 8 Saved 06/07/2006 11:48 AMInitials

Page 2 of 281. INTERPRETATION1.1 For the purposes of this Agreement, any reference to one gender shall include the othergenders and any reference to the singular shall include the plural and vice versa and,unless the context otherwise requires, the following words shall have the meaningsassigned to them:1.2 THE SCHEME being the Somerset Gardens Sectional Title Scheme1.3 THE RESIDENTIAL UNIT being:1.3.1 Unit Number: …………as more fully described on the Plans of the retirement villagedevelopment scheme known as SOMERSET GARDENS situate atSomerset West of which Residential Unit the1.3.2 Floor Area is ………… square metres in extent,1.4 PURCHASE PRICE being the sum payable to the Seller and in the amount ofR……………………………1.5 THE DATE OF OCCUPATION being……… of …….…………………… 200…..1.6 THE NOMINATED OCCUPANT being……….…………………………………1.7 THE SECTION being the section comprising and forming part of the Residential Unit asshown on the draft Sectional Plan.1.8 THE UNIT being a Section and the undivided share in the Common Property determined inaccordance with the participation quota in respect thereof, in the Scheme.1.9 THE SECTION 11(3)(B) SCHEDULE being the Schedule certified by a Conveyancer settingout the servitudes and conditions of title burdening or benefiting the land upon which theScheme has been established and other registerable conditions imposed by the LocalAuthority or the Administrator when approving this scheme or by the Seller as Developerand a copy of which is available for inspection at the offices of the Seller and Agent.1.10 THE SECTIONAL PLAN being the Sectional Plan prepared by the Land Surveyor in respectof the buildings comprising the Scheme, a copy of which is available for inspection at theoffices of the Seller and Agent.1.11 THE DRAFT SECTIONAL PLANS being The draft Sectional Plans in respect of the phaseinto which the Unit falls, a copy of which may be inspected at the at the offices of the Sellerand Agent.1.12 THE EXCLUSIVE USE AREAS being any areas allocated for the exclusive use of theowners of Units delineated on the Sectional Plan.1.13 THE PARTICIPATION QUOTA being the Participation Quota allocated to the Section in theSectional Plans.1.14 THE PHASED DEVELOPMENT being the various phases of development as are necessaryin terms of the right reserved to the Seller as Developer in terms of Section 25 of theSectional Titles Act, details of which may be inspected at the offices of the Seller and Agent.1.15 THE SECTIONAL TITLES ACT being the Sectional Titles Act 95 of 1986.Sale Agreement - Sectional Title - Fixed Levy for Life.docRevision No 8 Saved 06/07/2006 11:48 AMInitials

Page 3 of 281.16 THE RETIRED PERSONS ACT being the Housing Development Schemes for RetiredPersons Act No. 65 of 1988.1.17 THE DEFINED INTEREST RATE being the prime lending rate of Standard Bank Limited.1.18 THE ARCHITECT being Jac Snyman of J S Associates, Architects and Urban Planners, of26 Cromer Road Muizenberg 7950, telephone 021 7881421.1.19 THE BODY CORPORATE being the Body Corporate of the Scheme.1.20 THE OCCUPATIONAL RENTAL being the amount arrived at by multiplying the DefinedInterest Rate by the balance of the Purchase Price outstanding from time to time, calculatedand payable monthly in advance on the first day of each month from the date of occupationuntil the date payment in full of the Purchase Price is made.1.21 THE BODY CORPORATE LEVY being the levy determined by the Body Corporate in termsof the Rules and which is payable to the Body Corporate by the Owner of each Section inproportion to their Participation Quota.1.22 THE MAINTENANCE LEVY being the amount payable monthly by the Purchaser or theNominated Occupant to the Management Company in respect of the Residential Unit andas more fully detailed in Clause 10.1.23 THE MANAGEMENT ASSOCIATION being the Body Corporate.1.24 THE RULES being the Statutory Management and Conduct Rules in terms of Schedules 8and 9 to the Regulations of the Sectional Titles Act together with any amendments thereto,a copy of which is annexed hereto (Annexure “C1” and “C2”).1.25 THE ESTIMATED ANNUAL EXPENDITURE FOR THE NEXT THREE YEARS beingYear 1R …………………Year 2R …………………Year 3R …………………which amounts are based on a completed development. The actual amounts willbe relative to the number of units built and occupied during each year.1.26 THE ESTIMATED ANNUAL MAINTENANCE LEVY FOR THE NEXT TWO YEARS beingR………………………Exclusive of any Value Added Tax. (See Clause 39)1.27 THE MONTHLY MAINTENANCE LEVY payable by the Purchaser or Nominated OccupantR………………Exclusive of any Value Added Tax. (See Clause 39)1.28 THE MONTHLY FRAIL CARE LEVY payable by the Purchaser or Nominated Occupant inthe event that either receives care and is accommodated in the Frail Care facility within theDevelopmentR………………Exclusive of any Value Added Tax. (See Clause 39)Sale Agreement - Sectional Title - Fixed Levy for Life.docRevision No 8 Saved 06/07/2006 11:48 AMInitials

Page 4 of 281.29 THE DEVELOPER being Somerset Gardens Developments (Pty) Limited registrationnumber 1993/006113/07 and a Party to this Agreement.1.30 THE MANAGEMENT COMPANY being Somerset Gardens Management (Pty) Limitedregistration number 1992/003640/07 and a Party to this Agreement.1.31 THE AGENT being……….…………………………………Of……….………………………………………….…………………………………1.32 THE LAND SURVEYOR being Jennings, Goullee, Thomson of 9 Maritz Street, Bellville,7530 Telephone 021 948 0654, Fax 021 9462330.1.33 THE CONVEYANCERS being Morkel & De Villiers of The Forum, 13 Drama Street,P.O.Box 43, Somerset West, 7129, Telephone 021 8524417, Fax 021 8517163.2. INTRODUCTION2.1 The Somerset Gardens Scheme is a Phased Development for retired people, and is subjectto the provisions of both the Sectional Titles Act and the Retired Persons Act. Annexure Ahereto provides all disclosures required in terms of The Retired Persons Act and/or theRegulations thereto.2.2 The completed Scheme will comprise of approximately 203 Units plus additional Sectionsrepresenting certain facilities such as kitchens, offices, stores, workshops, frail care units,assisted care units etc.2.3 The Seller as Developer has reserved the right to extend the Sectional Plan and theSectional Title Register in terms of the provisions of Section 25 of the Sectional Titles Act.2.4 The Purchaser wishes to acquire the Unit defined in 1.3.1 and the Seller is willing to sellsame to the Purchaser. As it is not only appropriate but also required by law, the terms ofsuch sale are hereby reduced to writing.IT IS THEREFORE AGREED AS FOLLOWS:3. INCORPORATION3.1 Clauses 1 and 2 above are hereby incorporated in and form an integral part of thisAgreement as do the Annexures hereto.4. AGREEMENT OF SALE4.1 The Seller hereby sells the aforesaid Unit to the Purchaser who hereby purchases the sameupon the terms and conditions in this Agreement.5. PURCHASE PRICE5.1 The cost of the said Unit is the sum reflected as the Purchase Price in Clause 1.4 above.6. PAYMENT6.1 The Purchaser shall pay to the Conveyancer, in trust:6.1.1 A holding deposit of R5000.00 on signature hereof.6.1.2 A deposit of 10% of the Purchase Price less R5000.00 being and amount of:Sale Agreement - Sectional Title - Fixed Levy for Life.docRevision No 8 Saved 06/07/2006 11:48 AMInitials

Page 5 of 28R …………..………by not later than:andthe …….… day of …………...…………… 200…… ;6.1.3 The balance ofR ……………………on occupation of the Unit being given by the Seller or by not later than:the …….… day of …………...…………… 200……, whichever is the later.6.2 The Purchaser shall provide the Seller with an acceptable letter of undertaking from anattorney, or a bank guarantee, for the balance to be paid in terms of Clause 6.1.3 whichletter or guarantee shall be provided at least four months before the Occupation Datespecified in Clause 1.5.6.3 Failure to provide the letter of undertaking or guarantee specified in Clause 6.2 will result ina delay in the scheduled date of commencement of construction of the Unit and theOccupation Date specified in Clause 1.5 will be equally delayed.6.4 The Conveyancer shall invest such sums, and the interest accruing thereto, prior to theDate of Occupation, shall be for the benefit of the Purchaser and thereafter for the benefit ofthe Seller.6.5 Upon fulfilment of any conditions to which this Agreement is subject, and the transfer of theSection into the name of the Purchaser, the Conveyancer shall make payment of allamounts due, in terms of this Agreement, to the parties entitled thereto7. INTEREST7.1 Any amount outstanding and not paid on the due date for payment will attract Interest whichshall be calculated as set out in Clause 1.20.8. POSSESSION AND OCCUPATION8.1 Subject to the Purchaser having paid the amounts due by him in terms of Clause 6.1 above,possession and occupation of the Unit shall be given by the Seller and taken by thePurchaser or the Nominated Occupant on the Occupation Date8.2 From the date of occupation all risk, profit or loss in and to the Unit shall pass to thePurchaser who shall be liable for and pay the contributions referred to in Clause 1.21.8.38.3.1 The Purchaser shall not let, cede, assign, sell or part with possession of the Unit(other than to the Nominated Occupant) without the prior written consent of theSeller.8.3.2 The Purchaser acknowledges that such prior written consent shall not be provideduntil the Seller is in possession of a written undertaking from the party to whomSale Agreement - Sectional Title - Fixed Levy for Life.docRevision No 8 Saved 06/07/2006 11:48 AMInitials

Page 6 of 28possession is given indicating that such party will be bound by and abide by theRules and Conduct Rules of Somerset Gardens.8.4 The Purchaser shall not make any alterations or additions to the Unit without the priorwritten consent of the Body Corporate and the Seller.8.5 The Purchaser and Nominated Occupant shall comply with the Rules, notwithstanding thefact that he may not be a member of the Body Corporate.8.68.6.1 Notwithstanding anything to the contrary herein contained, no person other than aPurchaser and Nominated Occupant may occupy the Unit without the prior writtenconsent of the Seller. Occupation, for the purposes of this Sub Clause, shall notinclude short overnight visits by relatives or friends of the Purchaser or NominatedOccupant.8.6.2 The Purchaser acknowledges that such prior written consent shall not be provideduntil the Seller is in possession of a written undertaking from the party to whompossession is given indicating that such party will be bound by and abide by theRules and Conduct Rules of Somerset Gardens.8.7 The anticipated Occupation Date reflected in Clause 1.5 of the Schedule is only an estimateof the actual Occupation Date and no liability whatsoever will attach to the Seller if theOccupation Date occurs before or after the date reflected in Clause 1.5 of the Schedule.8.88.8.1 The peaceful use and enjoyment of and access to the Unit and the CommonProperty may be temporarily interrupted and noise and dust caused, from time totime during such building operations.8.8.2 The Purchaser shall have no claim whatsoever against the Seller, nor shall thePurchaser be entitled to any reduction in the total Purchase Price or interestthereon by reason of any such inconvenience and/or interruption referred to inClause 8.8.1. The Seller shall however use all reasonable endeavours to procurethat such inconvenience or interruption due to other portions of the Unit and/orBuilding being incomplete at the Occupation Date is kept to a minimum.8.9 The Occupation Date shall under no circumstances be deferred or the Unit consideredunsuitable for beneficial occupation by reason of any improvements, additions or alterationsto be effected to the Unit, in terms of any agreement hereafter signed by the Purchaser andthe Seller, not having been completed.8.10 The occupation of the Unit by the Purchaser (and those occupying through or under thePurchaser) between the Occupation Date and the date of transfer, shall not in any wayconstitute a tenancy between the Seller and the Purchaser (and those occupying the Unitthrough or under the Purchaser).9. MAINTENANCE OF THE SCHEME AND THE DUTIES OF THE MANAGEMENT COMPANY9.1 The Management Company shall in terms of the Management Agreement and on behalf ofthe Body Corporate provide the services to the Residential Units and the Purchasers andNominated Occupants at set out in Clause 10.2.1 in terms of the Management Agreemententered into between the Body Corporate and the Management Company.9.2 The Management Company may subcontract any part or all of its duties.9.3 The interior of the Residential Unit, including carpets, cupboards, tiling and painting shall bemaintained and/or redecorated and/or repaired and/or replaced by the Purchaser or at thePurchaser’s cost.Sale Agreement - Sectional Title - Fixed Levy for Life.docRevision No 8 Saved 06/07/2006 11:48 AMInitials

Page 7 of 289.4 The Management Company or the Seller shall be entitled to recover the cost of repairingany damage caused directly or indirectly by the Purchaser or his guests, from the Purchaseror to offset this cost from any amount due back to the Purchaser in terms of this Agreement.10. MAINTENANCE LEVY10.1 The Management Company hereby undertakes to pay on behalf of the Purchaser and/orthe Nominated Occupant the:10.1.1 Body Corporate Levy in respect of the Unit to the Body Corporate;10.1.2 Municipal rates applicable to the Unit to the local authority;10.2 By their signature hereto the Purchaser and the Nominated Occupant agree to:10.2.1 make payment to the Management Company of the Monthly Maintenance Levyas set out in Clause 1.27 in return for the Management Company assuming theobligations of the Purchaser in terms of Clause 10.1 above.10.2.2 grant to the Management Company a proxy to attend all general meetings of theBody Corporate and to vote on the Purchaser’s or Nominated Occupant’s behalfat such meetings in respect of all matters that will affect or relate to the BodyCorporate Levy.10.3 The Body Corporate Levy shall include:10.3.1 Management of the Scheme including the employment and supervision of allmanagement, service, support, maintenance, cleaning, gardening, security andnursing staff, but excluding the employment of private cleaning and gardeningstaff for servicing the interior of individual Residential Units and private gardens orthe employment of private nursing staff for the nursing care of individualPurchasers or Nominated Occupants;10.3.2 Maintenance of the exterior of all communal buildings and Residential Units andthe interior of communal buildings, but excluding the maintenance of the interior ofResidential Units;10.3.3 Insurance of all communal buildings, the Residential Units and The Scheme ingeneral, but excluding the insurance of the contents of individual ResidentialUnits;10.3.4 Supply of water to the communal property and communal gardens, but excludingthe supply of water to individual Residential Units for private consumption;10.3.5 Supply of electricity to the communal property and communal buildings, butexcluding the supply of electricity to individual Residential Units for privateconsumption;10.3.6 The levy payable in respect of each Unit to the Heritage Park Master OwnersAssociation, which association comprises all the property owners within HeritagePark and shall include the Purchaser upon the taking of transfer of the Section;10.3.7 Rates and taxes on all communal buildings;10.3.8 Maintenance of the communal gardens, but excluding the maintenance of privategardens where these have been permitted;10.4 The said Maintenance Levy shall be due on the first day of each month and shall be paid tothe Management Company each month or as the Management Company directs.10.5 The Purchaser shall be liable for and pay the Maintenance Levy in respect of theResidential Unit with effect from the date of occupation.Sale Agreement - Sectional Title - Fixed Levy for Life.docRevision No 8 Saved 06/07/2006 11:48 AMInitials

Page 8 of 2810.6 The amount of the Maintenance Levy payable by the Purchaser is set out in Clause 1.27above and is determined based on the average age of the Purchaser and any NominatedOccupant or Joint Purchaser at the time of entering into this Agreement.10.7 In the event that the Body Corporate budgets to perform additional services or to meetadditional costs over and above those contemplated herein and these costs result in anincrease in the Body Corporate Levy then the Management Company will be entitled torecover from each Purchaser or Nominated Occupant the increased portion of the BodyCorporate Levy relating to the additional services.10.8 The Maintenance Levy as set out in Clause 1.27 shall remain fixed:10.8.1 For as long as the Purchaser or the Nominated Occupant is the holder of the titleto the Unit and occupies the Residential Unit or the Frail Care Facility or occupiesan Assisted Care Unit pursuant to Clause 12.7.10.8.2 For as long as the Body Corporate and/or its Trustees (who are elected by themembers of the Body Corporate including the Purchaser) do not terminate theManagement Agreement by which the Management Company has beenappointed.10.9 In the event that the Body Corporate and/or its Trustees terminate the ManagementAgreement then the Maintenance Levy payable to the Management Company in termshereof will no longer be payable and the provision of services by the ManagementCompany to the Purchaser and the Nominated Occupant and specifically the undertakingsgiven in Clause 10.1 shall cease.10.10 The Purchaser acknowledges that he has acquainted himself with the Rules and themethod of calculation of levies payable by him in the event that the ManagementAgreement is terminated and that the method of determining the levy will be as specified inthe Sectional Titles Act and the Retired Persons Act and will be calculated using theParticipation Quota to apportion the total costs incurred by the Body Corporate in operatingthe Scheme between Members of the Body Corporate.11. FRAIL CARE LEVY11.1 The Seller shall provide and the Management Company shall manage and administer afacility for the care of Purchasers and Nominated Occupants who become frail or whorequire nursing care while recovering from an illness or operation (the “Frail Care Facility”).11.2 The services offered by the Management Company in the Frail Care Facility are inter alia:11.2.1 Accommodation in a private or shared room;11.2.2 Daily meals and refreshments;11.2.3 Room cleaning service;11.2.4 Laundry service for linen and personal clothing;11.2.5 Primary nursing care;11.3 Not included in the Frail Care Levy are:11.3.1 Professional fees including those of doctors and specialists;11.3.2 Hospital fees;11.3.3 Medicines, dressings and other medical consumables;11.3.4 Specialised and/or intensive nursing care;11.4 For the purpose of clarity it is recorded that the Frail Care Facility is not a hospital orspecialised geriatric unit but capable only of providing primary nursing care. Any Purchaseror Nominated Occupant requiring specialised care, treatment, supervision or nursing will notbe able to receive this from the Frail Care Facility.Sale Agreement - Sectional Title - Fixed Levy for Life.docRevision No 8 Saved 06/07/2006 11:48 AMInitials

Page 9 of 2811.5 No guarantee is given that the Frail Care Facility is capable of meeting the Purchaser’s frailcare needs either now or in the future.11.6 Neither the Purchaser nor the Nominated Occupant is guaranteed that accommodation willbe available in the Frail Care Facility as the size of the facility is fixed and accommodationwill be given on a “first come first served” basis.11.7 In order to defray the costs of operating the Frail Care Facility the Management Companymay, during periods of low occupancy, provide care to those who are not Purchasers orresidents of the Scheme and the Purchaser and Nominated Occupant, by their signaturehereto agree to the Management Company so doing.11.8 The Purchaser or Nominated Occupant may only be admitted to the Frail Care Facility withthe approval of a medical practitioner or the nurse in charge of the Frail Care Facility.11.9 Should either the Purchaser or Nominated Occupant need to be cared for in the Frail CareFacility then they shall individually be charged a Frail Care Levy by the ManagementCompany, the amount of which is set out in Clause 1.28 above and is determined based onthe average age of the Purchaser and any Nominated Occupant or Joint Purchaser at thetime of entering into this Agreement.11.10 The Frail Care Levy shall be billed monthly in arrears and is due and payable on the lastday of each month that the Purchaser or Nominated Occupant receives care in the FrailCare Facility. The amount due will be calculated pro rata for any portion of the month thatthe Purchaser or Nominated Occupant receives care in the Frail Care Facility.11.11 The Frail Care Levy as set out in Clause 1.28 shall remain fixed:11.11.1 For as long as the Purchaser or the Nominated Occupant is the holder of the titleto the Unit and occupies the Residential Unit or occupies the Frail Care Facility oroccupies an Assisted Care Unit pursuant to Clause 12.7.12. ASSISTED CARE UNITS12.1 The Seller shall provide and the Management Company shall manage and administer afacility for accommodating Purchasers and Nominated Occupants who wish to give up theiroccupation rights in their Residential Units and who wish to occupy smaller accommodationunits (an “Assisted Care Unit”).12.2 The services offered in the Assisted Care Units are inter alia:12.2.1 Accommodation in a private bed sitter room with en suite facilities;12.2.2 Daily meals and refreshments;12.2.3 Room cleaning service;12.2.4 Laundry service for linen and personal clothing;12.2.5 Access to primary nursing care and the ability to call for assistance whennecessary;12.3 Services neither offered nor included in the Maintenance Levy are:12.3.1 Professional fees including those of doctors and specialists;12.3.2 Hospital fees;12.3.3 Medicines, dressings and other medical consumables;12.3.4 Specialised and/or intensive nursing care;12.4 For the purpose of clarity it is recorded that the Assisted Care Units are designed toaccommodate the aged who no longer require the space offered by a Residential Unit orcan no longer manage a Residential Unit for themselves but who are not yet frail orSale Agreement - Sectional Title - Fixed Levy for Life.docRevision No 8 Saved 06/07/2006 11:48 AMInitials

Page 10 of 28otherwise incapacitated. Accordingly the level of supervision and care is not as high as thatin the Frail Care Facility.12.5 Neither the Purchaser nor the Nominated Occupant is guaranteed that accommodation willbe available in the Assisted Care Units as the number of units is fixed and accommodationwill be given on a greatest need basis as determined by the nurse in charge of the FrailCare Facility.12.6 In order to defray the costs of operating the Assisted Care Units the Management Companymay, during periods of low occupancy, provide accommodation to those who are notpurchasers or residents of the Scheme and the Purchaser and Nominated Occupant, bytheir signatures hereto agree to the Management Company so doing.12.7 Prior to occupying an Assisted Care Unit, the Purchaser or Nominated Occupant will berequired to permanently relinquish their title to the Unit stipulated in Clause 1.3.1, to offerthe Unit back to the Seller in terms of Clause 19 and to enter into a separate agreement interms of which they will rent an Assisted Care Unit. The rental payable by the Purchaser orNominated Occupant for a single Assisted Care Unit will be equal to the Maintenance Levystipulated in Clause 1.27 plus the interest earned on the amount to be repaid to thePurchaser or Nominated Occupant in terms of Clause 19.5 and their right to repayment ofthe Purchase Price as set out in Clause 19.5 will only apply upon termination of the rentalagreement for the Assisted Care Unit. Upon transfer of the title to the Unit into the name ofthe Seller or any new purchaser the amount due to the Purchaser in terms of Clause 19.5shall be held in an estate agent’s or attorney’s trust account with interest accruing to theSeller until termination of the rental agreement to the Assisted Care Unit where after suchamount shall be released to the Purchase or Nominated Occupant or their estate as thecase may be less any further reductions in terms of Clause 19.513. BODY CORPORATE13.1 Each Purchaser shall automatically become a Member of the Body Corporate upon takingtransfer of the Unit into their name.13.2 The Body Corporate shall have its own Rules, hold General Meetings of its Members andelect a committee of Trustees.13.3 The Body Corporate shall have its own income and expenditure budget, which shall beused to determine the Body Corporate Levy according to the Participation Quota of eachUnit.13.4 The Body Corporate has, in terms of the Management Agreement, assigned its rights andduties as contained in the Rules, to the Management Company. The ManagementCompany has accepted this assignment and undertaken for so long as it remains appointedin terms of the Management Agreement to fix the Maintenance Levy and Frail Care Levy forthe Purchaser as it has done in terms of this Agreement. The Purchaser and NominatedOccupant, by their signature hereto, irrevocably agree to the appointment of theManagement Company and the assignment to the Management Company of the BodyCorporate’s rights and duties. Copies of the Management Agreement and the Rules of theBody Corporate are available for inspection at the address of the Seller and the Agent.13.5 The Purchaser acknowledges the rights granted to the Management Company as set out inClause 10.2.2 above.13.6 The Purchaser acknowledges that after the establishment of the Body Corporate in terms ofSection 28 of the Sectional Titles Act, a general meeting of the Body Corporate will beconvened in terms of the said Act, at which the Rules as contained in Annexures 8 and 9 ofthe Regulation to the said Act will be amended/substituted to incorporate the relevant termsof this Sale Agreement, as well as the Rules imposed by the Seller. To this end thePurchaser hereby gives and grants to the Seller an irrevocable Power of Attorney in remsuam (operative from time to time the Purchaser becomes the registered owner of the Unit)Sale Agreement - Sectional Title - Fixed Levy for Life.docRevision No 8 Saved 06/07/2006 11:48 AMInitials

Page 11 of 28to attend such general meeting on behalf of and to the exclusion of the Purchaser to vote atsuch meeting of the Body Corporate for the adoption of such amended/substituted Rules.14. ABSENCE FROM RESIDENTIAL UNIT14.1 For the purpose of enhancing the security of the complex and the occupants, the Purchasershall notify the Management Company if he is to be absent from the Residential Unit for acontinuous period of more than 24 (TWENTY FOUR) hours. In the event of any ResidentialUnit being left vacant at any time, the Seller or Management Company shall, in cases ofemergency, be entitled to access such unit.15. RIGHT OF INSPECTION15.1 The Seller and the Management Company shall at all reasonable times be entitled toinspect the Residential Unit and to effect improvements or repairs.16. ALTERATIONS AND ADDITIONS16.1 The Purchaser shall not make any alteration, addition or improvements to the ResidentialUnit without the prior written approval of the Seller and where applicable in terms of theRules of the Body Corporate. This shall include the installation of air-conditioners, sunawnings,burglar guards, door guards or any other fixture.17. INSURANCE17.1 The Body Corporate or the Management Company on its behalf shall insure the Scheme,including the Residential Unit, against loss by fire and in respect of any other risk or risks,which it has considered advisable to do.17.2 The Purchaser shall not do or permit anything whatsoever to be done which may in any wayvitiate such policy of insurance or cause the premiums thereof to be increased.17.3 The insurance of the contents of the Residential Unit shall be the sole responsibility of thePurchaser.17.4 The cost of any insurance arranged by the Body Corporate or the Management Companyon its behalf is included in the Maintenance Levy.17.5 The Body Corporate or the Management Company on its behalf shall furnish the Purchaserwith a copy of the policy of insurance referred to herein, together with any amendmentthereto, upon the Purchaser’s request in writing.18. INFIRMITY18.1 Should the Purchaser or Nominated Occupant become mentally or physically infirm ascertified by a registered medical practitioner, he shall, if it is deemed to be in his bestinterest as determined by the Management Company and the said medical practitioner, betransferred to the Frail Care Facility within Somerset Gardens or some other more suitableinstitution as directed by the said medical practitioner. The cost of such care shall be for theaccount of the Purchaser18.2 Should the Management Company and the said medical practitioner be unable to reachagreement in respect of the matters referred to in 18.1 above, then the decision of themedical practitioner shall prevail.19. RIGHT OF PRE-EMPTION19.1 The Seller hereby reserves to itself a Right of Pre-Emption in respect of the Unit and theOccupant agrees to the registration of such Right of Pre-Emption against the title deed ofthe Section, either by way of registration of a Notarial Right of Pre-Emption or by way ofreservation of such right in the transfer of the unit to the Purchaser, the details of which areas follows:Sale Agreement - Sectional Title - Fixed Levy for Life.docRevision No 8 Saved 06/07/2006 11:48 AMInitials

Page 12 of 2819.1.1 The Purchaser (hereinafter with its heirs, administrators, executor and assigns)may not sell nor in any other manner, whether by way of exchange, donation,testamentary disposition, or as a consequence of intestate succession, dispose ofthe unit to any person, other than a Nominated Occupant, without having offered itfor sale to the Seller.19.1.2 Such offer shall be in writing and delivered to the Seller’s domicilium citandi etexecutandi and be for a price no greater than the price disclosed under Clause19.5 below.19.1.3 Should the Seller not accept the said offer, in writing, within 30 (THIRTY) days ofreceipt thereof the Purchaser shall be entitled to deal with the Unit free of the saidRight of Pre-Emption.19.2 Upon exercise of its Right of Pre-Emption, the Seller may elect to resell the Unit or to retainsuch Unit for its own purposes.19.3 Should it elect to resell the said Unit, it will do whatever is reasonably necessary to obtainthe highest possible new Purchase Price from a new Purchaser provided however suchnew Purchase Price shall always be within the sole and absolute discretion of the Sellerwhose decision thereon shall be final and neither the Purchaser nor his estate shall haveany claim whatsoever against the Seller arising out of it having accepted or fixed anyparticular amount as the new Purchase Price.19.4 Should the Seller elect to not resell the Unit but to retain the same for its own benefit or use,the market value of such Unit as may be agreed between the Seller and the Purchaser orhis estate, as the case may be or, failing such agreement, then a value as determined bythe Chairman of the Institute of Estate Agents, Cape Town or its successors, who shall beentitled to call for a sworn appraisement of such Unit (the costs whereof shall be met by theSeller) shall, for the purposes of Clause 19.5 below, be regarded as the new PurchasePrice. The Seller shall obtain such valuation within 60 days of it exercising its Right of Pre-Emption and shall take transfer of the Unit within 90 days of obtaining the said valuation.19.5 In circumstances envisaged above, in the event of a resale, upon payment in full of the newPurchase Price, and transfer of the Unit into the name of the new Purchaser, which theSeller undertakes shall not be more than 12 months after the date of exercising his Right ofPre-Emption or in the event of the Seller electing not to resell the Unit, then upon thedetermination of the value of the Unit, and transfer of the Unit into the name of the Seller,the Purchaser, or his estate, as the case may be shall be paid an amount equivalent to thelesser of:19.5.1 The original Purchase Price (as referred to in Clause 1.4 above); less thefollowing:Or19.5.1.1 Any Value Added Tax or transfer duty paid or included in the originalPurchase Price;19.5.1.2 Conveyancing fees in respect of transferring the Unit back into the nameof the Seller;19.5.1.3 Any amounts due to the Seller or the Management Company deductedin terms of 19.7 below;19.5.2 The Purchase Price paid by the new Purchaser (or valuation in terms of Clause19.4); less the following:19.5.2.1 Any Value Added Tax or transfer duty paid or included in the originalPurchase Price;19.5.2.2 Conveyancing fees in respect of transferring the Unit back into the nameof the Seller;Sale Agreement - Sectional Title - Fixed Levy for Life.docRevision No 8 Saved 06/07/2006 11:48 AMInitials

Page 13 of 2819.5.2.3 Any amounts due to the Seller deducted in terms of 19.7 below;19.6 No interest shall be paid by the Seller on any amount due to the Purchaser or his estateother than as specifically stated herein.19.7 The Seller shall be entitled to deduct from any refund in terms of Clause 19.5 any amountdue to the Seller or the Management Company by the Purchaser or his estate, inclusive ofarrear Maintenance Levy, damages or the like.19.8 The aforegoing provisions shall be binding on the heirs, executors, administrators, assignsand Trustees (in the event of an insolvency) of the Purchaser and his successors in title andthe parties agree to take such steps as are necessary to cause the provisions of this Clause19 to be registered in the Deed of Transfer in respect of the Unit, against registration oftransfer into the name of the Purchaser.19.9 The provisions of this entire Agreement shall apply mutatis mutandis to the NominatedOccupant in the event that the Unit is transferred to the Nominated Occupant pursuanthereto.19.10 Adjustments19.10.1 Notwithstanding the provisions of Clause 19.5 above and the conditions of title inrespect of the Unit, once transferred into the name of the Purchaser, the Sellermay at its option, vary the price payable in terms of Clause 19.5 as follows:19.10.1.1By increasing the same by an amount equivalent to any costs incurredby the Purchaser in respect of extras added to the Residential Unit of apermanent and capital nature less the V.A.T paid thereon subject to theincrease being agreed to by the Seller and they being undertaken interms of Clause 16 hereof. Notwithstanding the aforegoing, extras suchas additional fencing, garden layouts, air conditioners, blinds, awningsand the like will not be considered under this sub-paragraph; and19.10.1.2By reducing the said price by an amount equivalent to the depreciationof the cost, less Value Added Tax, of all carpets and internal painting inthe cottage, over a 5 (FIVE) year period, or pro-rata thereto, fair wearand tear excluded.19.10.2 Notwithstanding anything to the contrary contained herein any varying of the pricepayable in terms of Clause 19.10.1 and shall be at the sole discretion of the Seller.19.10.3 Should the Purchaser wish to have the capital value of his Unit increased basedon any improvements that he intends implementing, he should communicate hisintentions to the Seller and obtain approval from the Seller as to the amount bywhich the capital value will be increased, if at all. In the absence of acceptance bythe Seller, the Purchaser shall decide whether or not to proceed with theimprovements.20. CANCELLATION20.1 Should the Purchaser breach the terms of the Agreement by failing to pay MaintenanceLevies for a period totalling 3 (three) months and should the Purchaser remain in breachafter having received 30 (thirty) days written notice to remedy such breach, the Seller shallbe entitled to cancel this Agreement and require the Purchaser to forthwith vacate theResidential Unit and to offer it for sale back to the Seller all in terms of Clause 19.20.2 Should the Purchaser fail to make any other payment or payments on due date or breachany other material term of this Agreement and fail to make such payment or remedy suchbreach within 14 (FOURTEEN) days of the posting of a letter addressed by pre-paidregistered post to the Purchaser, at his chosen domicilium citandi et executandi, the Sellershall have the right to claim performance or cancel this Agreement summarily by directing aletter addressed to the Purchaser at the said domicilium by pre-paid registered post,notifying the Purchaser of such cancellation.Sale Agreement - Sectional Title - Fixed Levy for Life.docRevision No 8 Saved 06/07/2006 11:48 AMInitials

Page 14 of 28In any of the aforesaid events the Purchaser shall be liable for any damages suffered by theSeller by reason of cancellation, as well as the cost of eviction from the Residential Unit, ifoccupied by the Purchaser and the costs associated with repossession thereof by theSeller. Alternatively the Seller shall be entitled to take such action forthwith against thePurchaser, for the recovery of the whole Purchase Price (if it or any part thereof isoutstanding) together with any other amounts payable by the Purchaser under thisAgreement.20.3 In the event of the Seller instructing an attorney to take any action against the Purchaser,the Purchaser shall be liable for and pay all such attorney's fees (including collectioncharges), as between attorney and own client.21. DEATH OR INABILITY OF PURCHASER PRIOR TO OCCUPATION21.1 In the event of the Purchaser dying prior to the date of occupation or being certified asmentally or physically infirm in terms of Clause 18, prior to occupation, then this agreementshall be declared null and void ab initio, save that in the event of there being a JointPurchaser or Nominated Purchaser or a spouse of the Purchaser then at the election of thesaid Joint Purchaser, Nominated Purchaser or spouse of the Purchaser the provisions ofthis Agreement shall apply mutatis mutandis as if occupation had in fact been taken, suchelection to be given in writing to the Seller at its domicilium within 21 days of eventdescribed herein occurring.22. SURVIVING SPOUSE, NOMINATED OCCUPANT, JOINT PURCHASER22.1 The rights and obligations of the Nominated Occupant, created in this Clause, are subject tosuch Nominated Occupant having counter signed this Agreement (such counter signaturebeing deemed to have signified the acceptance by the Nominated Occupant of the benefitsand to be bound by the obligations contained herein) or the Purchaser the NominatedOccupant and Seller and Management Company having signed an Addendum to thisAgreement in which the Nominated Occupant accepts the benefits and agrees to be boundby the obligations as contained in this Agreement22.2 Notwithstanding the provisions of Clause 19, the Seller, the Management Company and thePurchaser agree that in the event of the Purchaser having nominated a NominatedOccupant or the Purchaser not having done so and being married at the time of his death orin the event of the Purchaser having occupied the Residential Unit together with a person towhom he was not married (“Joint Purchaser”), and his said spouse or Joint Purchaserhaving been in occupation of the Residential Unit with him at the time of his death or hehaving been certified in terms of Clause 18 above and having vacated the Residential Unitpursuant thereto, such Nominated Occupant or surviving spouse or Joint Purchaser shall beentitled to take transfer of the Unit at the cost of the Nominated Occupant and remain inoccupation thereof for the duration of their lifetime subject always to the terms andconditions herein contained applying mutatis mutandis to the Nominated Occupant orsurviving spouse or Joint Purchaser, the said Nominated Occupant or surviving spouse orJoint Purchaser being bound and obliged to meet all the commitments and obligations asimposed upon the Purchaser in terms of this Agreement, save and except that the rights ascontained in this Clause may not be passed on to or be acquired by any other person towhom such Nominated Occupant or surviving spouse or Joint Purchaser may becomemarried, without the written consent of the Seller and the Management Company.22.3 In the event of the provisions of Clause 22.2 applying upon the death or the medicalcertification of the Purchaser, the Purchaser acknowledges that no payments shall be dueto his estate in terms of Clause 19. It is hereby confirmed that the Seller will, in thesecircumstances, have an obligation to the Nominated Occupant or spouse/surviving spouseor Joint Purchaser or his estate.23. SELLER’S RIGHTS ON TERMINATIONSale Agreement - Sectional Title - Fixed Levy for Life.docRevision No 8 Saved 06/07/2006 11:48 AMInitials

Page 15 of 2823.1 In the event that the Purchaser offering the Unit to the Seller and the Seller accepting suchoffer, all in terms of Clause 19 and pursuant to a registered medical practitioner certifyingthat the Purchaser or Nominated Occupant is no longer capable of caring for themselves intheir Residential Unit and the Purchaser or Nominated Occupant is to be or has alreadybeen admitted permanently to the Frail Care Facility, then:23.1.1 They shall continue to have the rights and obligations in respect of the Frail CareFacility as are contained herein, despite no longer being the registered owner ofthe Unit;23.1.2 Specifically, they shall continue to be responsible for the payment of the Frail CareLevy at the rate stipulated in Clause 1.28 for so long as they remain a patient ofthe Frail Care Facility;23.1.3 The amount due to them pursuant to Clause 19.5 shall not be paid to them butshall be held in an estate agent’s or attorney’s trust account for their benefit in aninterest bearing account for so long as they remain a patient of the Frail CareFacility;23.1.4 The capital and interest shall be used to pay for any medical or specialisedtreatment or care that they require and also used to subsidise the Frail Care Levyin the event that their financial resources are insufficient to meet these expensesand the signature of this Agreement by the Purchaser shall be deemed to be anauthorisation to the estate agent or attorney holding such funds to effect suchpayments.23.1.5 Upon the last surviving of the Purchaser or Nominated Occupant or JointPurchaser permanently departing from the Frail Care Facility, this Agreement shallbe terminated and the remaining balance held in the trust account referred to inClause 23.1.3 shall be repaid to the Purchaser or Nominated Occupant or JointPurchaser or to their estate as the case may be.24. PHASED DEVELOPMENT24.1 The Purchaser (and Nominated Occupant as far as needs be) acknowledges and agrees tothe development of the Land (or any remainder thereof) in phases in terms of Section 25 ofthe Sectional Title Act or any amendment or replacement thereof.24.2 The phases of the development currently envisaged are depicted on the attached diagram(Annexure "B").24.3 The Seller shall not be bound to proceed with the uncompleted phases of the developmentat once, but may do so in stages over a period not exceeding 15 (Fifteen) years in duration.24.4 The Purchaser (and/or Nominated Occupant as far as needs be) hereby consent:24.4.1 Where applicable to the Seller preparing and submitting in terms of Section 25 ascheme or schemes to the Local Authority in terms of the said Section forapproval and upon such approval, taking all necessary steps to erect additionalbuildings on the Land and thereafter applying for the registration of a SectionalPlan or Plans:24.4.2 To the imposition by the Seller, as conditions of title, all or any of the terms of thisClause 24.24.5 The Purchaser (and/or Nominated Occupant as far as needs be) agree to allow the Seller toexercise its positive and real right to proceed with the development in the mannerenvisaged herein and shall not be entitled to interfere with or obstruct the Seller fromerecting on the Common Property or any portion thereof, the additional buildingscontemplated above, nor shall the Purchaser or Nominated Occupant have the right of useof or access to, to which he would otherwise be entitled, any portion or portions of theCommon Property upon which additional buildings are being erected until such time as theaforesaid additional buildings have been completed and the sectional plan or plans thereofSale Agreement - Sectional Title - Fixed Levy for Life.docRevision No 8 Saved 06/07/2006 11:48 AMInitials

Page 16 of 28registered; provided that the Seller shall pay all rates and taxes and imposts calculated prorata to the area of land involved, due in respect of such portion of the land whilst thiscondition remains applicable.24.6 The Purchaser shall have no right to, or in, any such buildings, of which Units the Sellershall be the sole owner and certificates of registered sectional title shall be issued to and inthe name of the Seller who will be entitled to dispose of or otherwise deal with such Unitsfor its own exclusive benefit and account.24.7 The Purchaser consents to his participation quota being reviewed and adjusted as providedfor in the Act upon registration of the sectional plan or plans of the aforesaid additionalbuilding or buildings.24.8 Neither the Purchaser nor any successor in title to the Purchaser or any other person towhom the Purchaser or his successors in title to the Unit has granted any real right, shall beentitled to withhold his consent to the opening of the Sectional Title Register or Registers,the phased development, as contemplated in this Agreement.24.9 The Purchaser undertakes to sign upon request by the Seller all such documents as may benecessary to enable the Seller to proceed with the aforesaid phased developments.24.10 Should the Purchaser fail to or refuse to sign any such document, then the Purchaserhereby appoints the Seller as his attorney and agent in rem suam to sign the same on hisbehalf.24.11 The proceeds of the sale of all the Units comprising the additional buildings shall be for theSeller's sole account and shall not be for the account of the Body Corporate.24.12 The Seller shall have the right, within its sole discretion, to effect variations to thedimensions and configuration of each Building comprising the development and thedevelopment itself, provided that such variations shall not in a material fashion prejudiciallyaffect any Unit already sold."25. TRANSFER25.1 The Conveyancer shall attend to transfer of the Unit into the name of the Purchaser.25.2 The Purchaser shall pay the costs of transfer including the cost of obtaining a levyclearance certificate and the Purchaser by their signature hereto undertakes to makepayment in respect thereof to the Conveyancer within seven days of being called upon bythe Conveyancer to do so.25.3 It is hereby recorded that the Purchase Price reflected in Clause 1.4 is inclusive of VAT andaccordingly no transfer duty is payable by the Purchaser.25.4 The Purchaser acknowledges that until such time as the full Purchase Price has been paidin accordance with the provisions of the Payment Schedule or secured to the satisfaction ofthe Seller, the Seller will not pass transfer to him.26. GUARANTEES AND QUALIFICATIONS26.1 The Purchaser shall have no claims against the Seller in respect of defects, whether latentor patent in the Section, or the common property.26.2 The Purchaser acknowledges that he acquires the Unit:26.2.1 Subject to the approval by the relevant authorities of the Sectional Titledevelopment to be known as SOMERSET GARDENS and to be carried out by theSeller on Erf 15370 Somerset West; and26.2.2 Subject to and in accordance with the Sectional Plan (as extended consequentupon the incorporation of the subsequent phases) and the Participation Quotaforming part thereof, and any modifications or alterations which may be madeSale Agreement - Sectional Title - Fixed Levy for Life.docRevision No 8 Saved 06/07/2006 11:48 AMInitials

Page 17 of 28thereto from time to time in accordance with the provisions of the Agreement orthe Sectional Titles Act; and26.2.3 Subject and entitled to the servitudes for support and for essential servicesreferred to in the Sectional Title Act; and26.2.4 Subject to the conditions of title contained in the title deeds of the property uponwhich this development is to be established; and26.2.5 Subject to the conditions contained in the Section 11(3)(b) schedule; and26.2.6 Subject to such conditions of title which the local authority may impose on thedevelopment.26.3 The Purchaser further acknowledges that:26.426.3.1 Transfer will only be able to be given after the opening of the relevant SectionalTitle Register;26.3.2 He will not be able to withhold payment by reason of any delay caused in theopening of such Register;26.3.3 Subject to the availability of materials and the discretion of the Seller to use othersuitable materials, the Unit shall be or have been completed substantially inaccordance with the plans and specifications approved by the City of Cape Townas the Local Authority;26.3.4 He will not have any claim for any discrepancies of a non-material nature betweenthe building plans and the completed unit;26.3.5 He is aware that there may be a certain amount of inconvenience from buildingoperations as a result of the various phases and that he will have no claim forcompensation or damages by reason of such inconveniences.26.4.1 Subject to Clause 26.4.3 should any defects in the Unit, other than those referredto in Clause 26.4.2 manifest themselves within 30 (thirty) business days after theOccupation Date (the "Thirty Day Period"), the Purchaser shall furnish the Sellerat its domicilium as provided for in Clause 28 below, the written and signed list ofsuch defects ("the Defects List") within 5 (five) business days of the expiry of theThirty Day Period, failing which the Purchaser shall be deemed to have acceptedthe Unit in good order and condition. The Seller shall cause reasonable repairs tothe said defects to be effected as soon as reasonably possible after receipt of theDefects List. The Seller and all persons authorized or employed by the Sellershall be entitled to access the Unit for purposes of inspection and effecting thesaid repairs. After such repairs have been effected, no liability shall attach to theSeller in respect of any defects.26.4.2 Subject to Clause 26.4.3, should any leaks in the roof of the Unit manifestthemselves within 12 (twelve) months of the Occupation Date ("the Twelve MonthPeriod"), the Purchaser shall furnish the Seller at its domicilium as provided for inClause 28 below, with a written and signed list of such leaks ("the Roof LeaksList") within 5 (five) business days of the expiry of the Twelve Month Period, failingwhich the Purchaser shall be deemed to have accepted the Unit in good order andcondition. The Seller shall cause all or any reasonable repairs to the said leaks inthe roof to be effected as soon as reasonably possible after receipt of the RoofLeaks List; thereafter no liability shall attach to the Seller in respect of any suchleaks.26.4.3 The Seller's obligations in terms of Clauses 26.4.1 and 26.4.2 shall:Sale Agreement - Sectional Title - Fixed Levy for Life.docRevision No 8 Saved 06/07/2006 11:48 AMInitials

Page 18 of 2826.4.3.1 Only apply in respect of leaks arising as a result of faulty workmanshipand/or materials used in the construction of the Unit and for no otherdefects or leaks, howsoever arising;26.4.3.2 Only apply, subject to Clauses 26.4.1 and 26.4.2, for so long as thePurchaser is the registered owner of the Unit;26.4.3.3 Not apply in respect of or arising in any way from any alterations to theUnit effected at the instance of the Purchaser;26.4.3.4 Not entitle the Purchaser to claim any consequential damages from theSeller.26.4.4 A certificate by the Architect stating that any repairs to any defect or leak referredto in Clauses 26.4.1 and 26.4.2 are reasonable or that any defect or leak for whichthe Seller is liable in terms of Clauses 26.4.1 and 26.4.2 has been made good,shall be final and binding on the parties and shall relieve the Seller from anyfurther obligations in respect of such defect or leak. In the event of a disputebetween the Purchaser as to whether or not any defect referred to in Clauses26.4.1 and 26.4.2 arose as a result of faulty workmanship and/or materials, thensuch dispute shall be referred to the Architect (acting as an expert and not as anarbitrator) whose decision shall be final and binding on the parties.26.4.5 Notwithstanding the provisions of Clauses 26.4.1 and 26.4.2, the Purchaser shallhave no claim against the Seller, and in particular shall not be entitled to cancelthis Agreement, for any non-material discrepancies of whatsoever nature (as towhich a certificate by the Architect or by the Land Surveyor or Engineer to theScheme, will be final and binding on the parties) between the finally approvedbuilding plans and specifications relating to the Unit and the completed Unit, asthe case may be, and the completed Dwelling Area. In the event of a materialdiscrepancy, other than as provided in Clause 26.4.4, the Seller shall cause sameto be remedied within a reasonable time after having been informed thereof inwriting by the Purchaser, provided that the liability of the Seller shall only endurefor a period of 30 (thirty) calendar days from the Occupation Date.26.4.6 After the establishment of the Body Corporate and after the Architect has issuedthe Final Certificate of Completion referred to and in terms of the contract theSeller will sign with the principal building contractor for the erection of the Building,the Seller will cede to the Body Corporate all rights the Seller may have at the timeagainst the Principal Building Contractor in respect of the Building, provided theSeller gives no warranties as to the credibility of such rights, the effectiveness ofenforcing such rights nor anything relating thereto.26.4.7 Save as specifically provided for in Clauses 26.4.1 and 26.4.2 above, the Unit issold voetstoots and the Seller shall not be liable for any defects in the Unit,whether latent or patent.26.4.8 The Purchaser acknowledges that, the Seller shall not be bound by anyrepresentations, warranties, promises, undertakings and the like made by or onbehalf of the Seller which are not contained in this Agreement.27. MEMBERSHIP OF THE BODY CORPORATE27.1 The Purchaser acknowledges that when the Unit is transferred into his name, he willbecome a member of the Body Corporate27.2 The Purchaser acknowledges and accepts that he will be bound by the provisions of:27.2.1 The Sectional Titles Act;27.2.2 The Retired Persons Act;27.2.3 The Rules.Sale Agreement - Sectional Title - Fixed Levy for Life.docRevision No 8 Saved 06/07/2006 11:48 AMInitials

Page 19 of 2828. DOMICILIUM CITANDI ET EXECUTANDI28.1 The Purchaser hereby chooses domicilium citandi et executandi at the address referred toabove until date of occupation and thereafter the Residential Unit. The Purchaser shall beentitled to alter this domicilium citandi by written advice to the Seller provided it remainswithin the Republic of South Africa.28.2 The Seller chooses its domicilium citandi et executandi at the address referred to above.28.3 The Management Company chooses its domicilium citandi et executandi at the addressreferred to above.29. NOTICES29.1 Notices addressed to the parties may be sent by pre-paid registered post to, or may bedelivered by hand, at the chosen domicilium citandi et executandi of the parties, as thesender thereof may choose. Any notice sent by pre-paid registered post to the recipient'sdomicilium shall be deemed to have been delivered 7 (SEVEN) days after posting or, ifdelivered by hand, on the date of delivery.30. MAGISTRATE'S COURT JURISDICTION30.1 The Purchaser hereby consents to the Seller and/or the Management Company institutingany action, arising from this Agreement, in the Magistrate's Court enjoying territorialjurisdiction for such action, notwithstanding the amount of the claim. The aforesaid right infavour of the Seller and/or the Management Company shall not oblige it to proceed in theMagistrate's Court and it shall always be at liberty to proceed in whatever Court it so elects.31. WARRANTIES AND REPRESENTATIONS31.1 This Agreement constitutes the entire contract between the parties and is in substitution ofany prior agreement or arrangement between them and no warranties, representations orconditions not recorded herein shall be binding on the Seller and/or the ManagementCompany, unless reduced to writing and signed by both parties.32. AGE RESTRICTION32.1 The Unit may not be occupied by a person who is younger than 60 (SIXTY) years withoutthe authority of the Seller who may exercise its discretion in this regard subject to theparties observing the minimum statutory age of 50 (FIFTY) years, provided that in the caseof a married couple or Purchaser and Nominated Occupant applying, only one person needqualify.33. LANGUAGE33.1 The Purchaser has chosen that this Agreement be in English and acknowledges that a copyof the Contract has been furnished to the Purchaser.34. COSTS34.1 The Seller shall pay the legal costs relating to the drafting and signature of this Agreement.35. MORTGAGE BOND35.1 A first mortgage bond encumbers the land and advances are made against this bond inorder to cover the construction costs of Units as they are sold and built. Each Unit isreleased from the bond upon transfer of the Unit into the name of the Purchaser.Accordingly the bond encumbers no Units that have been transferred to Purchasers.36. AGENT’S COMMISSIONSale Agreement - Sectional Title - Fixed Levy for Life.docRevision No 8 Saved 06/07/2006 11:48 AMInitials

Page 20 of 2836.1 Commission shall be paid by the Seller to the Agent through whose introduction andeffective agency this sale has been concluded, provided however that should the Purchaserbreach any term of this Agreement, the Agent shall be entitled, but not obliged to recoverthe commission from him.37. ENDORSEMENT OF TITLE DEED37.1 The Title Deed of the land upon which the Residential Unit is situated, has been endorsedin terms of Section 4 C of the Retired Persons Act to the effect that the land is subject to ahousing development scheme as defined in the said Act.37.2 A certificate contemplated in Section 6(1)(c) of the Retired Persons Act will be issued uponcompletion of the Unit and a copy thereof will be delivered to the Purchaser.38. ENDOWMENT, BETTERMENT OR ENHANCEMENT LEVY38.1 No amount is payable in respect of the Residential Unit as endowment, betterment orenhancement levy or development contribution or any similar imposition.39. VALUE ADDED TAX39.1 The amounts reflected in Clauses 1.26, 1.27 and 1.28 are exclusive of Value Added Tax.Any Value Added Tax applicable to these charges will be added to the amount due at therate applicable from time to time.40. FACILITIES AND SERVICES40.1 The following facilities are provided at the Somerset Gardens Retirement Village:The Frail Care Facility, which provides for the care of debilitated persons;Community Dining Facilities;A Communal Lounge;A Garden and Domestic Cleaning Service;40.2 Persons utilising certain of the aforesaid facilities will be required to pay amounts per tariff,fixed from time to time by the Management Company, which tariff may be inspected at theoffices of the Seller and Agent.41. OFFER TO PURCHASEInasmuch as this Agreement, signed by the Purchaser and delivered to the Seller, shall constitute anoffer to purchase the unit, such offer shall not be capable of being withdrawn and shall remain open foracceptance by the Seller signing same within 30 (thirty) days after the date of signature by the Purchaser42. SPECIAL CONDITIONS42.1 Despite representations made in any marketing brochure to the contrary, the Purchaser will beresponsible for telephone installation, instrument, line rental and call costs.Sale Agreement - Sectional Title - Fixed Levy for Life.docRevision No 8 Saved 06/07/2006 11:48 AMInitials

Page 21 of 28Sale Agreement - Sectional Title - Fixed Levy for Life.docRevision No 8 Saved 06/07/2006 11:48 AMInitials

Page 22 of 28REPLACE THIS PAGE WITH THE CORRECTPERSONAL PARTICULARS PAGESale Agreement - Sectional Title - Fixed Levy for Life.docRevision No 8 Saved 06/07/2006 11:48 AMInitials

Page 23 of 28SIGNED at ………………..…………… on this …...…… day of ….……..…………………. 200….As Witness:1 ……………………………………… ………………………………Seller2 ………………………………………SIGNED at ………………..…………… on this …...…… day of ….……..…………………. 200….As Witness:1 ……………………………………… ………………………………Management Company2 ………………………………………SIGNED at ………………..…………… on this …...…… day of ….……..…………………. 200….As Witness:1 ……………………………………… ………………………………Purchaser2 ……………………………………… ………………………………Date of BirthSIGNED at ………………..…………… on this …...…… day of ….……..…………………. 200….As Witness:1 ……………………………………… ………………………………Nominated Occupant2 ……………………………………… ………………………………Date of BirthSale Agreement - Sectional Title - Fixed Levy for Life.docRevision No 8 Saved 06/07/2006 11:48 AMInitials

Page 24 of 28SOMERSET GARDENSSECTIONAL TITLE AGREEMENTDisclosure ScheduleAnnexure ASection 4(1) of The Retired Persons Act:(a)The names of the purchaser and the seller and their residential or business addresses inthe Republic:This information is set out in the Agreement.(b)A concise description of the legal basis upon which the housing interest concerned is to bealienated:The housing interest is alienated as a Section registered in terms of the Sectional Titles Act andfurther subject to the Retired Persons Act.(c)The duration of the housing interest and any limitations thereon:The housing interest shall endure for as long as the Unit is registered in the name of the Purchaser.(d)A statement as to whether the housing interest is registerable:The housing interest is registerable in terms of the Sectional Titles Act. In addition the title deeds ofthe land on which the housing scheme is to be erected have been/will be endorsed in terms ofSection 4c of the Retired Persons Act(e)A description of the Land concerned, including the Erf and unit number (if any), the extentthereof and the magisterial district in which it is situated:Erf 15370 Somerset West, situate in the City of Cape Town, Division of Stellenbosch, Western CapeProvince and measuring 11.8300 Hectares.(f)A statement as to whether the land is held by the seller by virtue of ownership or otherwise:The Seller is the registered owner of the land. Once the Sectional Title Register has been opened,the common property will vest in the name of the Body Corporate, subject to the Seller's Real Right ofExtension in terms of Section 25 of the Act.(g)Not Applicable(h)If the seller is not the owner of the land:If the land is encumbered by mortgage bond:i. The name and address of the person in favour of whom the mortgage bond isregistered:ABSA Bank Limited of P O Box 3873 Tyger Valley, 7535 and Somerset Business Park Trust of P OBox 61, Somerset West, 7130ii.Bond Amounts, ABSA:The outstanding balance owing by the mortgagor in terms of the mortgage bond:Phase 1: R 6 630 639.00Phase 2: R34 580 000.00Sale Agreement - Sectional Title - Fixed Levy for Life.docRevision No 8 Saved 06/07/2006 11:48 AMInitials

Sale Agreement - Sectional Title - Fixed Levy for Life.docPage 25 of 28Phase 3: R31 730 000.00VAT Facility: R 1 200 000.00Bond Amount, Somerset Business Park TrustLand Purchase: R3 844 750.00In the case of a housing interest consisting of a right of occupation, the amount, if any, ofthe consideration payable by the purchaser which will be applied by the seller in reductionof the outstanding balance owing by the mortgagor in terms of the mortgage bond:Not Applicable as the housing interest comprises of a Unit represented by a Section, which will bereleased from the operation of the mortgage bond upon transfer being given to the Purchaser(i)The amount or nature of the consideration concerned:This is set out in the Agreement in Clause 1.4.(j)The annual rate at which interest (if any) is to be paid on any balance in respect of theconsideration:This information is set out in the Agreement in Clause 7.(k)The amount, or the method of determining the amount, of each instalment payable in termsof the contract in reduction or settlement of the consideration concerned (if any):This information is set out in the Agreement in Clause 6.(l)The due date or method of determining the due date of each such instalment:This information is set out in the Agreement in Clause 6.(m)If a certificate contemplated in section 6(1) has not been issued at the time the contract isconcluded, the latest date by which such certificate, subject to subsection (2), will be issuedand furnished to the purchaser:This information is set out in the Agreement in Clause 1.5(n)A statement of the place where and the hours during which rules (if any), in accordance withthe housing interest concerned is to be utilised, may be inspected:At the head office of the Seller being 59 Southfield Road, Plumstead during normal office hours,Monday to Friday, excluding public holidays.(o)A statement:i. Of the location, nature and extent of any facilities or services which are to beprovided or rendered in connection with the housing interest concerned:The facilities to be provided are the following:• Frail Care Facility. Pay to Use. Suitable for debilitated persons. To be completed once 125Residential Units have been built, sold and occupied.• Assisted Care Units. Pay to Use. To be constructed according to demand but will only becommenced once 150 Residential Units have been built, sold and occupied.• Kitchen and Dining Facility. Pay to Use. To be completed once 150 Residential Units havebeen built, sold and occupied.• Community Centre including communal lounge, indoor swimming pool, mini gymnasium, andcraft and hobby rooms. Included in Maintenance Levy. To be completed once 200 ResidentialUnits have been, built sold and occupied.• Croquet Lawn. Included in Maintenance Levy. To be completed once 100 Residential Unitshave been built, sold and occupied.Sale Agreement - Sectional Title - Fixed Levy for Life.docRevision No 8 Saved 06/07/2006 11:48 AMInitials

Page 26 of 28• Garden Nursery. Included in Maintenance Levy. To be completed once 100 Residential Unitshave been built, sold and occupied.• Perimeter Fencing. Included in Maintenance Levy. To be completed in stages alwaysensuring that the portions of the Scheme already built and occupied are secure, but in anyevent, to be completed once 150 Residential Units have been built, sold and occupied.• Gate House. Included in Maintenance Levy. To be completed before the first Residential Unitsare occupied.• Refuse Bin Removal Area. Included in Maintenance Levy. To be completed before the firstResidential Units are occupied.• Internet Access. Included in Maintenance Levy. To be completed in stages with the serviceonly commencing once 50 Residential Units have been built, sold and occupied.• MNet/DSTV Connection. The facility is included in Maintenance Levy but Licence Fees arePurchaser’s responsibility. To be completed in stages with the service commencing when thefirst Residential Units are occupied.The Services to be provided:• Twenty-four hour security and gate control. Included in Maintenance Levy. To be providedwhen the first Residential Units are occupied.• Daily Dining Service, either at midday or in the evening. Pay to Use. To be provided once 150Residential Units have been built, sold and occupied.• Refuse Removal. Included in Maintenance Levy. To be provided when the first ResidentialUnits are occupied.• Maids Service. Pay to Use. To be provided when the first Residential Units are occupied.• Garden Service. Included in Maintenance Levy except for personal or private gardening needs,which are Pay to Use. To be provided when the first Residential Units are occupied.• Cottage Nursing Care. Included in Maintenance Levy except for medication and specialisedtreatment. To be provided once 125 Residential Units have been built, sold and occupied.ii.Of the rights and obligations of the purchaser in connection with the utilisation ofthose facilities or services:The Purchaser shall have the right to be accommodated in the Assisted Care Units and/or the FrailCare Facility subject to availability of rooms/beds and further subject to the payment of the AssistedCare Units rental and/or the Frail Care Facility levy as the case may be as further detailed in theAgreement in Clauses 11 and 12iii.Without derogating from the above, as to whether such facility or service for the careof debilitated persons:The Frail Care Facility provides for the care of debilitated persons.iv.Of the date by which the facilities or services contemplated in subparagraph (i) and(ii) will be provided or rendered:The dates based on milestones on which these facilities or services will be rendered are set outabove.(p) A statement of the official language chosen by the purchaser under section 3:English(q)The date on which the purchaser will become entitled to utilise the housing interest:This information is set out in the Agreement in Clause 1.5Sale Agreement - Sectional Title - Fixed Levy for Life.docRevision No 8 Saved 06/07/2006 11:48 AMInitials

Sale Agreement - Sectional Title - Fixed Levy for Life.docPage 27 of 28(r)On occupation.(s)If applicable, the date on which the risk of the housing interest shall pass to the purchaser:A statement of the obligation (if any) of the seller or the purchaser to insure the subjectmatter of the contract:The Body Corporate or the Management Company on its behalf insures the Residential Unit in termsof Clause 10 of the Agreement.(t)A statementi. Of any amount which in terms if any law is payable in respect of the land asendowment, betterment or enhancement levy, a development contribution or anysimilar imposition, and an indication of the person to whom and the person by whomit is payable; orii.That no amount contemplated in subparagraph(t) i. is payable in respect of the land,if such is the case:No endowment, betterment or enhancement levy is payable.(u)An indication of the party who is liable for the payment of the costs of drafting of the contractand (if applicable) the transfer of the land:The Seller is responsible for these costs. The Purchaser is responsible for paying the Conveyancerfor the cost of transferring the Section into their name.(v)If the seller is the owner of the land, an undertaking by him that the land will not beencumbered or further encumbered by a mortgage bond, as the case may be:The Seller is the owner of the land and hereby gives an undertaking not to further encumber the landby a mortgage bond save as is already disclosed herein.(w)Not Applicable(x)If applicable, the period within which the purchaser is obliged or may be compelled to taketransfer of the land against simultaneous payment of all amounts owed by him in terms ofthe contract:An estimate of, for a period of three years in advance, of all expenditure for the control,management and administration of the Scheme and all services and facilities concerned,and an indication of the person or persons who will be liable for the payment thereof, and astatement, that over and above any levy contemplated in paragraph (y), the purchaser willnot be liable for the payment of any such expenditure:The estimate is set out in the Agreement in Clause 1.25The Body Corporate or Management Company on its behalf will be liable for the payment of thisexpenditure.The Purchaser as purchaser will not be liable for the payment of any amounts over and above thelevy contemplated in paragraph (y),(y)A statement of the basis on which any levy payable by the purchaser is to be calculated,and an estimate for a period of two years in advance of the amount of the levy:The basis on which the levy is calculated is set out in the Agreement in Clause 10.6The estimate for a period of two years in advance is set out in the Agreement in Clause 1.26.(z)A reference to the rights and remedies of the purchaser in terms of subsection (3) andsections 8 and 9.The Purchaser as purchaser has specific rights and remedies in terms of The Retired Persons Act ascontained in Section 4 (3) and Sections 8 and 9.Sale Agreement - Sectional Title - Fixed Levy for Life.docRevision No 8 Saved 06/07/2006 11:48 AMInitials

Page 28 of 28(aa)A statement as to the percentage of the total number of housing interests in The Schemeconcerned which is reserved for alienation to retired persons only:At least 90% of the housing interests will be reserved exclusively for alienation to, and occupation by,retired persons. Certain accommodation may be occupied by essential staff.(bb)A concise outline of the management structure or proposed management structure of TheScheme concerned:This information is set out in the Agreement in Clauses 9, 10, 11, 12 and 13.(cc)Such further particulars as may be prescribed by regulation:This information is set out belowRegulations:Other than as detailed below, the information or disclosures required in terms of the Regulations toThe Retired Persons Act are as set out above.5 (k) A statement as to whether the developer has a direct interest in the managing agent:The developer being the Seller and the managing agent being the Management Company areseparate legal entities and the developer has no direct interest in the managing agent. However,there are common shareholders of both companies.5 (s) A statement as to the age of the accommodation.The development scheme will be commenced in 2005.5 (u) Particulars of any other housing development scheme in which the developer was directlyor indirectly involved in any capacity, including as an architect, developer, or otherwise:Certain shareholders of the developer are involved in the Waterfall Gardens Retirement Villagedevelopment in Waterfall, Kwazulu Natal.6 Managing AgentThe developer has appointed the Management Company as managing agent for the entiredevelopment including the Frail Care Facility and the Assisted Care Units. Should the BodyCorporate and/or its Trustees who are elected by the Members terminate the appointment of theManagement Company, then the provisions relating to the Maintenance Levy being fixed for the termof the Agreement shall fall away.8 Body CorporateThe Body Corporate has assigned and ceded its rights and duties in terms of the Rules to theManagement Company as managing agent.14 Levy CalculationThe provisions of Regulation 14 (a) have been suspended by the developer and have been replacedby the method of calculating the Maintenance Levy as set out in the Agreement in Clause 10.6. Inthe event that the Body Corporate terminates the management agreement then the provisionsrequiring the Management Company to fix the Maintenance Levy for the duration of the Agreementshall be terminated and the provisions Regulation 14 (a) shall be re-instated. Application has beenmade to the Department of Trade and Industries in terms of Section 10 of the Retired Persons Act forexemption from Regulation 14 (a).Sale Agreement - Sectional Title - Fixed Levy for Life.docRevision No 8 Saved 06/07/2006 11:48 AMInitials