MEMORANDUM OF AGREEMENT OF ——aSEaneem OF AGREEMENT OF SALE Made and entered into by and between CROWHILL FARM. (PRIVATE) LIMITED Represented by NOMSA SITHABILE MPOFU By virtue of a Resolution of the Board of Directors of Crowhill Farm (Private) Limited passed on the 13" day of October 2013 (Hereinafier referred to as “the Seller”) and TARISAI MABOYI (Born 08" August 1974) ID: 63-959712 A 43 Cell Phone:- 0772 300 535 (Hereinafter referred to as “the Purchaser”) WHEREAS the Seller is the owner of An undivided 0,0298% Share being Share No. 4848 in certain piece of land situate in the District of Salisbury called Lot J of Borrowdale Estate measuring 724, 0475 Hectares held under Certificate of Registered Title No, 0011705/2008 ated 30" December 2008 (hereinafter referred as “the property") AND WHEREAS the seller is desirous of selling Am undivided 0.0298% Share being Share No. 4848 in certain piece of land situate in the District of Salisbury called Lot J of Borrowdale Estate measuring 724, 0475 Hectares held under Certificate of Registered Title No. 0011705/2008 dated 30" December 2008 (hereinafter referred as “the proper ty”) OW THEREFORE IT IS AGREED AS FOLLOW: SCHEDULE PURCHASE PRICE: USS10 000-00 (Ten Thousand United States Dollars) TERMS OF PAYMENT: Cash upon signing of this agreementDATE OF SALE: It shall be the date of execution of this agreement, DATE OF OCCUPATION: The purchaser shall take occupation of the property immediately after payment. TERMS OF SALE 1 AGREEMENT The seller hereby sells its property known as An undivided 0.0298% Share being Share No. 4848 in certain piece of land the District of Salisbury called Lot J of Borrowdale Estate measuring 724, 0475 Hectares held under Deed of Transfer No. 0011705/2008 dated 30 December 2008 (hereinafter referred as “the property”) 2, MODE OF PAYMENT $10 000.00 cash to be paid to the Seller immediately after the execution of this agreement 3. COMMISSION The commission will be negotiated between the seller and the Agent 4. RISK AND PROFIT 4.1 The risk and profit in the said property shall pass to the purchaser as from the date of occupation or from the date of transfer should transfer be registered prior to the date of occupation, whichever is the earlier, 42 The purchaser will be entitled to all rents and other profits (if any) from the property and will be liable for all rates, taxes and other imposts levied thereon expenses of whatsoever nature in respect of the said property 4.3 The purchaser shall be responsible for the insurance of all buildings and improvements on the ‘and against all risks as from midnight on the day proceeding the date when the risk and profit passes. 44 The seller undertakes not to register any mortgage bonds or obtain or accept any further aevances against the security ofthe property hereby sold or otherwise encumber the property, 5. TITLE DEEDS ‘The Seller shall attend to payment of all amounts due to the City Council 6. CONDITION OF PROPERTY6.1 The property is sold yoet stoots (as it stands). 6.2 The seller shall not be liable for any defects in the property, whether patent or latent, or for any defects in the property or any error in description or deficiency in the area of the property, subject to the seller taking care of the property for which the seller shall be liable to pay for any damages members of his family may cause to the property during his period of occupation after the signing of this agreement. 6.3 The land is sold subject to the terms and conditions in the seller's Title Deeds to be issued, and also subject to all regulations and laws or by-laws or any planning scheme in force and, if any subdivision, to the terms and conditions imposed by the planning authorities when the subdivision was authorized. 6.4 The purchasers acknowledge that:- 6.4.1 They have inspected the property 6.4.2 They are satisfied as to the nature and conditions of it. Any servitudes or leases to which the land and/or the improvements may be subject and its extent boundaries, beacons and locality. 6.5 The seller warrant that the improvements effected by him to the property have been erected or established in conformity to the regulations and by laws in force at the time. DEFAULT In the event of the purchasers failing to make any due payment under this agreement and failing to remedy such breach within Thirty (30) days of the date of written notice from the seller to the purchasers then the seller shall be entitled to cancel the agreement. NON-PREJUDICE CLAUSE Notwithstanding any express or implied provisions of this agreement to the contrary, any latitude or extension of time which may be allowed by the seller to the purchasers in respect of payments owing under this agreement, or any relaxation of any sis t 4provisions of this agreement, shall not be deemed to be a waiver of the seller's rights under this agreement. 9 NOTICES 9.1 The seller and the purchasers choose as their respective domicilium citandi et executandi their addresses set out in the schedule or such other address or addresses as they may from time to time notify to the other in writing, 9.2 Alll notices required to be given in terms of this agreement shall be deemed to have been validly given if addressed to the party concerned and delivered, or sent by facsimile machine, or posted by pre-paid registered post to such address and shall be deemed to have been received on the date of delivery, or sending by facsimile, or on the third day after posting, 10 TRANSFER The costs of conveyancing including the costs of registration of transfer, stamp duties and any incidental or necessary fees and charges shall be paid by the purchaser. The conveyancing shall be done by Messrs Madanhi, Mugadza & Company Attorneys upon full payment of the purchase price. 11 PAYMENTS: 11.1 All payments to be made in terms of this agreement shall be paid free of bank commission. 11.2. The seller shall be responsible for payment of any monies due to the Zimbabwe Revenue Authority in respect of Capital Gains Tax if any. 12 ENTIRE AGREEMENT This agreement constitutes the entire contract between the parties and; 12.1 no representation or undertaking has been given or made by either party to the other except as recorded in this agreement; 12.2 there are no conditions precedent suspending the operation of this agreement which are not referred to it; lan ww mT12.3 _ no variation in this agreement shall be valid unless in writing and signed by or on behalf of the parties 13 In the event of death of the seller or purchasers this agreement shall be binding on both estates and dependants of the parties. 14 The purchaser shall not attend to any alterations or additions to the property before the transfer of the property. 15 The seller undertakes not to sell the property to any other third party and the parties herein specifically agree that any such sell to a third party without any breach by the purchasers shall be null and void and of no effect. 16 The seller undertakes to keep the property in a neat and tidy condition as seen by the purchaser and not to dismantle fixed properties if any. SIGNED BY THE SELLER AT HARARE THIS wd. payor... NOMSA waked (Representing Crowhill Farm (Private) Limited) AS WITNESSES:- 2013 TARISAI MABOYI