COMMISSION DISCOUNTING AGREEMENT

1. INTERPRETATION

In this Agreement, unless the context indicates otherwise, the words and expressions recorded below shall bear the meanings assigned to them, cognate expressions bear corresponding meanings, and the provisions of clauses 1.21 to 1.26 shall apply:

1.1 Agreement – refers to these Terms and Conditions along with the Commission Schedule, signed by the Agent and PRIMIS;

1.2 Agent – denotes the party entitled to the Agent’s Commission, as specified in the Commission Schedule, and who is selling the Claim to PRIMIS;

1.3 Agency – signifies the party identified as such in the Commission Schedule;

1.4 Agent’s Commission – represents the commission amount (inclusive of any applicable value-added tax) payable to the Agent, as outlined in the Commission Schedule;

1.5 Claim – pertains to the Agent’s legal rights to demand payment of the Agent’s Commission upon the registration of the Property transfer into the Purchaser’s name;

1.6 Commission Schedule – encompasses the schedule of information regarding the sale of the Agent’s Claim to PRIMIS, signed by the Agent and PRIMIS, which forms part of and is subject to these Terms and Conditions;

1.7 Conveyancer – refers to the individual, firm, or entity appointed to manage the registration of the Property transfer according to the Sale Agreement in the appropriate Deeds Registry, as detailed in the Commission Schedule;

1.8 Discounting Fee – indicates the fee payable by the Agent to PRIMIS, as calculated and determined per the Commission Schedule;

1.9 First Payment – denotes the initial amount paid by PRIMIS to the Agent (as part of the Purchase Price) and specified in the Commission Schedule;

1.10 Interest Rate – signifies the maximum rate of interest permissible under the National Credit Act 2005 and any related regulations or notices;

1.11 Property – refers to the immovable property described in the Sale Agreement and the Commission Schedule;

1.12 Purchaser – identifies the Property buyer as stated in the Sale Agreement;

1.13 Purchase Price – constitutes the consideration payable by PRIMIS to the Agent for the Claim, as determined by this Agreement and outlined in the Commission Schedule;

1.14 Registration Date – represents the date when the Property transfer from the Seller to the Purchaser is registered in the appropriate Deeds Registry;

1.15 PRIMIS – stands for PRIMIS Financial Services (Proprietary) Limited, Registration Number 251 Lenchen Avenue, Futurum Building Block D, Centurion;

1.16 Sale Agreement – refers to the written contract between the Seller and the Purchaser, in which the Seller agrees to sell the Property to the Purchaser through the Agency, thereby giving rise to the Claim;

1.17 Seller – denotes the Property seller, as described in the Sale Agreement

1.18 Settlement Date – refers to the date when the Discounting Fee is fully paid to PRIMIS in accordance with this Agreement;

1.19 Signature Date – denotes the latest date on which the Commission Schedule is signed by the parties involved;

1.20 Termination Date – signifies the date when PRIMIS terminates this Agreement as per clause 7.

1.21 Clause headings are provided for convenience only and should not be used for interpretation purposes.

1.22 An expression representing any gender includes other genders, a natural person includes a juristic person and vice versa, and the singular includes the plural and vice versa.

1.23 Any substantive provision granting rights or imposing obligations on a party, whether appearing in any of the definitions in this clause 1 or elsewhere in this Agreement, will be given effect as if it were a substantive provision within the Agreement.

1.24 Words and expressions defined in any clause will maintain the meaning assigned to them throughout this Agreement, unless the application of any such word or expression is specifically limited to that clause.

1.25 This Agreement includes the Commission Schedule, which will have the same force and effect as if set out in the Agreement’s body.

1.26 By signing the Commission Schedule, the Agent offers PRIMIS the purchase of the Agent’s Claim, and PRIMIS’s signature on the Commission Schedule signifies acceptance of the offer. This creates a valid and binding agreement for the sale and cession of the Claim, subject to these Terms and Conditions.

1.27 By signing the Commission Schedule, the Agent consents to PRIMIS conducting any credit inquiries or searches deemed necessary to assess risk.

2. SALE AND CESSION

2.1 The Agent agrees to sell the Claim to PRIMIS, and PRIMIS agrees to purchase the same, subject to the terms and conditions outlined in this Agreement.

2.2 Upon executing the Commission Schedule, the Agent cedes, transfers, and assigns their right, title, and interest in the Claim to PRIMIS, and PRIMIS accepts such cession based on the terms and conditions recorded herein.

2.3 The Agent shall ensure that the Seller and/or the Agency authorizes and instructs the Conveyancer in writing to pay PRIMIS the Agent’s Commission. The Agent shall also ensure that the Conveyancer provides PRIMIS with a written undertaking in a form acceptable to PRIMIS, which irrevocably commits the Conveyancer to pay PRIMIS the specified amount on the Registration Date.

3. ASSUMPTION OF OBLIGATIONS, OWNERSHIP, AND PRIMIS’S RIGHT TO CANCEL THIS AGREEMENT

3.1 Despite any contrary provisions herein and to avoid ambiguity, PRIMIS does not assume the Agent’s obligations under the Sale Agreement or in relation to the Property. All obligations remain with the Agent.

3.2 Ownership of the Claim transfers to PRIMIS upon payment of the First Payment, as detailed in the Commission Schedule. The cession and transfer will then be in full force and effect without requiring further delivery.

3.3 Notwithstanding any contrary provisions, PRIMIS reserves the right to cancel this Agreement with written notice to the Agent at any time after the Signature Date but before making a payment to the Agent under clause 4.1. PRIMIS may exercise this right at its sole discretion to protect its interests.

4. PAYMENT OF THE PURCHASE PRICE

4.1 PRIMIS will pay the First Payment, as outlined in the Commission Schedule, to the Agent within 2 (two) business days after: (i) accepting the Agent’s offer as detailed in the Commission Schedule; and (ii) receiving the written undertaking from the Conveyancer along with any additional security or documentation PRIMIS reasonably requires.

4.2 The Purchase Price will be reduced by an amount equivalent to the Discounting Fee as of the Settlement Date.

4.3 If, on the Registration Date or the Termination Date, the Purchase Price has been reduced, as stated in clause 4.2, by an amount greater than the difference between the Purchase Price and the First Payment, resulting in an overpayment of the recalculated Purchase Price, the Agent must repay the overpayment amount to PRIMIS upon demand. This repayment will include interest at the Interest Rate, calculated from the demand date to the payment date.

5. WARRANTIES

5.1 The Agent warrants, represents, and undertakes the following to PRIMIS:

5.1.1 The Sale Agreement is valid and enforceable in all respects, specifically:

5.1.2 It was fully completed before signing; and

5.2 It was completed within the scope of the Alienation of Land Act No. 68 of 1981, as amended, and any relevant regulations, as applicable. The Agency has fully and punctually fulfilled all its obligations as an agent per the Sale Agreement and will continue to do so.

5.3 The Property and all structures on it, which are the subject matter of the Sale Agreement, are fit for their intended purpose and have no known patent or latent defects undisclosed to the Purchaser.

5.4 The Agent is owed the Agent’s Commission and is not required to split or share the Agent’s Commission with any third party.

5.5 All documents relevant to the Sale Agreement have been provided to PRIMIS.

5.6 The Agent is unaware of any fact, matter, or circumstance concerning the Seller or the Property that might hinder the Property’s transfer to the Purchaser per the Sale Agreement or cause the Registration Date to be delayed by more than 90 (ninety) days after the Signature Date. The Agent shall promptly notify PRIMIS in writing if the Sale Agreement is canceled, a dispute arises between its parties, or any reason exists preventing the transfer registration within the aforementioned 90 (ninety) day period.

5.7 The Agent’s Commission will be payable upon the Property’s transfer registration in the Purchaser’s name.

5.8 PRIMIS is not obligated to do anything (other than comply with this Agreement) or pay any amount to ensure the Property’s transfer to the Purchaser.

5.9 Except as explicitly stated in the Sale Agreement, no commission or other amount is or will be due to any agent or individual due to the Sale Agreement’s conclusion.

5.10 The Sale Agreement or any part thereof shall not be amended or altered before the Registration Date without PRIMIS’s prior written approval.

5.11 The Property is not subject to any interdict, caveat of any nature, or attachment under a Warrant of Execution or any similar court process.

5.12 The Claim or any part thereof is not subject to a prior cession, pledge, or similar encumbrance.

5.13 The Agent is not insolvent, and to the best of their knowledge, no steps have been taken or threatened for the Agent’s estate liquidation or sequestration, whether provisional or final, or for placing the Agent under judicial management.

5.14 The Agent has no overdue income tax or VAT owed to the South African Revenue Services.

5.15 The Agent has accurately disclosed to PRIMIS all relevant facts and information related to the Sale Agreement, Property, Seller, and Purchaser for a Claim purchaser. The Commission Schedule’s information is true and correct.

The Agent acknowledges that PRIMIS has entered this Agreement in reliance on the warranties in this clause, all of which are material. If any warranties are or become, to any extent, inaccurate or breached, the Agent will have committed fraud against PRIMIS.

6. TERMINATION

PRIMIS may immediately terminate this Agreement without compensating the Agent or paying damages caused by such termination by providing written notice to the Agent if any one or more of the following events occur or PRIMIS reasonably anticipates they are likely to occur for any reason:

6.1 The Agent breaches any of its obligations under this Agreement; or

6.2 Any warranty, representation, or undertaking provided herein is, to any extent, inaccurate or breached; or

6.3 The Purchaser is not properly fulfilling their obligations per the Sale Agreement; or

6.4 The Purchaser has repudiated liability under the Sale Agreement; or

6.5 The Sale Agreement has not become or will cease to be in force or effect, whether by cancellation or otherwise; or

6.6 The Registration Date does not occur for any reason whatsoever within 90 (ninety) days after the Signature Date; or

6.7 The Agent’s Commission is not or will not be paid to PRIMIS within 2 (two) days of the date upon which the Property’s transfer is registered in the Purchaser’s name for any reason; or

6.8 PRIMIS’s rights or ability to enforce its rights under this Agreement will be prejudiced for any reason; or

6.9 The Purchaser will not or will not be able to pay or procure the payment of the Property’s Purchase Price on the date when the Property’s transfer is registered in the Purchaser’s name; or

6.10 The Agent will or will not be able to pay any amount which might become payable by the Agent to PRIMIS under this Agreement; or

6.11 This Agreement is or becomes, either wholly or in part, unenforceable or is declared invalid for any reason.

7. CONSEQUENCES OF TERMINATION

If this Agreement is canceled, then:

7.1 All rights acquired by PRIMIS under the cession referred to in clause 2 of this Agreement shall be considered ceded and transferred back to the Agent upon and against the Agent’s compliance with clause 7.1.2 and all other outstanding obligations under this Agreement;

7.1.2 The Agent shall refund PRIMIS in full for any amount or amounts paid by PRIMIS to the Agent or any other person on its behalf concerning the Purchase Price, along with the Discounting Fee (calculated up to and including the Termination Date) and interest thereon at the Interest Rate, calculated from the Termination Date to the date of such refund by the Agent.

7.2 Upon termination of this Agreement by PRIMIS per clause 7, PRIMIS shall be entitled (without prejudice to any other rights or remedies it may have) to recover from the Agent the amount of all damages and loss suffered by PRIMIS as a result (directly or indirectly) of the Agent’s failure, along with all sums previously paid to the Agent under or in connection with this Agreement. As security for the payment of such damages and losses, the Agent hereby cedes, assigns, and transfers to PRIMIS all the Agent’s right, title, and interest in and to all agent’s commissions due and to become due to the Agent from any other sale transaction or however arising.

8. INDEMNIFICATION AND PAYMENTS

8.1 Without prejudice to any rights of PRIMIS under the law or any other provision of this Agreement, the Agent indemnifies PRIMIS against all actual or contingent losses, liabilities, damages, costs (including legal fees on an attorney-client scale and additional legal expenses) and expenses of any nature whatsoever that PRIMIS may suffer or incur (whether arising from contract, tort, non-compliance with any law, or otherwise) as a result of or in connection with this Agreement or its termination.

8.2 Any amount currently or in the future owed by the Agent to PRIMIS shall be paid promptly upon PRIMIS’s demand, in cash and without set-off or deduction of any nature whatsoever, at the address specified by PRIMIS for this purpose through notice.

8.3 Any amount due for payment by the Agent to PRIMIS concerning this Agreement and not paid shall accrue interest at the Interest Rate, calculated from the due date for payment or, in the case of indemnity or damage amounts (whether liquidated or not), from the date the relevant indemnified loss or damage is incurred.

9. RENUNCIATION OF BENEFITS

The Agent renounces all legal exceptions that could be invoked in any action by PRIMIS under or arising from this Agreement. Without limiting the generality of the foregoing, the Agent expressly renounces the benefits of the exceptions non numeratae pecuniae, excussion, division, and de duobus vel pluribus reis debendi, as applicable, and acknowledges being fully familiar with the contents of these exceptions and the effect of their renunciation.

10. PROOF OF AMOUNTS OWED AND RATES

10.1 A certificate issued by any director of PRIMIS, whose status need not be proven, shall be prima facie evidence of the facts stated therein regarding any applicable Interest Rate and amount owed by the Agent for the purpose of obtaining a judgment, summary judgment, and provisional sentence from any competent court.

10.2 If the Agent disputes the certificate’s content, the Agent bears the burden of disproving the certificate’s content.

11. JURISDICTION

11.1 The Agent consents to the jurisdiction of the Magistrates Court having jurisdiction over their person concerning all legal proceedings related to this Agreement, even if the dispute’s value exceeds the Magistrates Court’s jurisdiction. 11.2 Notwithstanding the above, PRIMIS may initiate action in the High Court with jurisdiction.

12. DOMICILIUM

12.1 The parties choose domicilium citandi et executandi (“domicilium”) for all purposes related to this Agreement, including providing any notice, making any payment, and serving any process, at their respective addresses and facsimile numbers set out in the Commission Schedule.

12.2 Each party may change its physical domicilium to any other physical address (not a post office box or poste restante) within the Republic of South Africa, change its postal domicilium to any other postal address within the Republic of South Africa, and change its facsimile domicilium to any other facsimile number by giving notice to the other party.

12.3 Any notice given by either party to the other party, if:

12.3.1 delivered by hand between 9:00 and 17:00 hours on any business day to that party’s physical domicilium, shall be deemed received by that party at the time of delivery;

12.3.2 posted by prepaid registered post to either party’s postal domicilium, shall be deemed received by the receiving party on the seventh day after the posting date;

12.3.3 successfully transmitted by facsimile to either party’s facsimile domicilium, shall be deemed received by the receiving party on the day immediately following the date of successful transmission.

12.4 Nothing in this clause shall invalidate the giving or receipt of any written notice that is actually received by a party through a method other than those mentioned in this clause.

13. GENERAL

13.1 This Agreement constitutes the entire understanding between the parties concerning the subject matter herein. PRIMIS shall not be bound by any express, tacit, or implied term, representation, warranty, promise, or the like not recorded herein. This Agreement supersedes and replaces all prior commitments, undertakings, or representations, whether oral or written, between the parties concerning the subject matter herein.

13.2 No addition to, variation, novation, or agreed cancellation of any provision of this Agreement shall be binding upon the parties unless it is in writing and signed by or on behalf of the parties.

13.3 No indulgence or extension of time that either party may grant to the other shall constitute a waiver of or, whether by estoppel or otherwise, limit any of the grantor’s existing or future rights under this Agreement, except in cases where the grantor has signed a written document expressly waiving or limiting such right.

13.4 Without prejudice to any other provision of this Agreement, any successor in title, including any executor, heir, liquidator, judicial manager, curator, or trustee of either party, shall be bound by this Agreement.

13.5 Notwithstanding PRIMIS’s lack of signature on the Schedule, PRIMIS’s payment under clause 4.1 shall signify its acceptance of the cession referred to in clause 2.2 and bind the parties to the terms and conditions recorded herein.

14. SEVERABILITY

All provisions of this Agreement are, notwithstanding their grouping or grammatical linkage, severable from each other. Any provision of this Agreement that is or becomes unenforceable due to voidness, invalidity, illegality, unlawfulness, or any other reason shall only be treated as pro non scripto to the extent of its unenforceability, while the remaining provisions of this Agreement shall continue in full force and effect. The parties declare that it is their intention that this Agreement would be executed without such unenforceable provision if they were aware of such unenforceability at the time of execution hereof.