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DEED OF SALE OF DEBENTURES Memorandum of Agreement entered into by and between: MGH Development Holdings (Pty) LTD of 113 (b) Erasmus Avenue, Raslouw, Centurion 0157, herein represented by the directors PG (Gerhard) Ackerman & MS (Meldon) Verster who warrants that they are duly authorized to enter into this agreement (Hereinafter referred to as the “Company”) of the one part: And Name: _____________________________________________ ID: _____________________________________________ Address: _____________________________________________ duly represented by ____________________________ who warrants that he/she is authorized to enter into this agreement (hereinafter referred to as the “investor”) of the other part: Page 1/5 DEED OF SALE OF DEBENTURES (“INVESTMENT UNITS”) IN MGH Development Holdings Page 2/5 Whereas The investor hereby subscribes for or agrees to purchase ______ (_____________________) debentures of R 1 000 each at the par value thereof (hereby referred to as “investment units”) in the company which will have a guaranteed return as per the table in Annexure A. And the company is prepared to issue the debentures in the company to the investor, subject to certain conditions: Therefore The parties now agree that the Company hereby issues _____ (_____________________) debentures or investment units of R1,000 (one thousand Rand each) at par value subject to the conditions set forth in this agreement namely: PURCHASE PRICE The subscription price is the sum of R_____________ (__________________________________) for the payment of ______ debentures of R 1,000 each at par value. MANNER OF PAYMENT The purchase price shall be paid by the investor in cash or cheque into the account of the company within 30 days of the date of signature hereof. The account details of the company are as follows: BANK: Standard Bank BRANCH: Centurion ACCOUNT: 41 140 698 1 BRANCH CODE: 012-645 NAME OF ACCOUNT: MGH Development Holdings (Pty) Ltd. DEED OF SALE OF DEBENTURES (“INVESTMENT UNITS”) IN MGH Development Holdings Page 3/5 DELIVERY BY COMPANY The Company shall deliver to the Investor within 30 business days of payment date: a) The debenture certificates of the investment units hereby sold duly signed by the company. b) A resolution by the directors of the company, which approves the creation, and issue of the debentures to the investor. RETURNS ON DEBENTURES The company warrants and guarantees that the debentures will earn a return of 18% per annum. These returns shall be paid to the investor at the end of the contract term. (Banking Details) ______________________________________________________________________________ ______________________________________________________________________________ The company shall redeem the debentures at the end of 3 years or after any extension of the period as may be agreed upon between the parties. At the end of the 3 years or any extension thereof, the Company shall redeem the debentures at the price as per the deemed value reflected in the table annexed hereto marked “A” PRE-EMPTIVE RIGHTS It is agreed by the investor that should the investor at any time wish to sell some or all of his investment units he shall first offer these to the Company’s shareholders and directors at the deemed value thereof as per annexure “A”. The investor shall inform the Company in writing of his intention to sell the investment units and the Company’s shareholders and directors shall have a period of 30 days from receipt of a prepaid registered letter to exercise its option to acquire the investment units at the deemed value in accordance with annexure “A”. Should no existing shareholder of the company exercise their rights to purchase the investment units then the purchaser shall have the right to sell the investment units to any third party. All dates in the annexure “A” hereof shall be with reference to the signature date of this agreement. DEED OF SALE OF DEBENTURES (“INVESTMENT UNITS”) IN MGH Development Holdings Page 4/5 It is noted and agreed that the returns on the debentures shall commence from the month following the date of signature of this agreement. COSTS The seller shall be responsible for all the costs related to this transaction including preparation of this agreement and all costs in connection with the transfer of shares and debentures and all matters connected with this transaction. BREACH In the event of the company committing a breach of any of the terms and conditions hereof and remaining in default for a period of 21 days after receipt by if of a written notice calling for such breach to be remedied, the investor shall be entitled, without prejudice to any other rights it may have hereunder or in law, to: a) Claim specific performance; or b) Terminate this agreement, in which event the investor will be entitled to claim the capital inclusive of the deemed increase in the capital as per annexure “A” hereto as well as any outstanding returns together with interest on these amounts. DOMICILIUM The parties choose the following address as their domicilium cifandi et execufandi for all purposes of this agreement as follows: THE COMPANY Address: 113 (b) Erasmus Avenue, Raslouw, Centurion, 0157 Telephone: (012) 666-8155 Fax: (012) 666-8156 E-mail: meldon@mghdh.co.za DEED OF SALE OF DEBENTURES (“INVESTMENT UNITS”) IN MGH Development Holdings Page 5/5 THE INVESTOR Address: ___________________________________________________________ ___________________________________________________________ Tel.: (____) ____-_________ Fax: (____) ____-_________ E-mail: ___________________________________________________________ Signed at ____________________________ on this _______ day of __________________ 2008 Witnesses: 1. ______________________________ _____________________________ 2. ______________________________ Applicant’s Signature AUTHORISED FOR THE COMPANY Signed at ____________________________ on this _______ day of __________________ 2008 Witnesses: 1. ______________________________ _____________________________ DIRECTOR 2. ______________________________ _____________________________ DIRECTOR